1 - Verizon Business

OPTION NO. 4126 (rev. Feb.-06)



1. Term and Renewal Options: The term of service is 38 months. For the purposes of this option, the first 2 Months of the

Term are defined as the Ramp Period.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed the following amounts

during the period of the term of service (MVR).



Annual Period MVR

1st Year $550,000

2nd Year $625,000

3rd Year $625,000



4. Rates and Charges: The provisions of SCA Type 1 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 2 only for On-

Net Service.



4.1 Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.0295 to

$0.0447 for the following voice services:



4.1.1 Domestic Voice Services: Domestic Outbound Voice Services, domestic Inbound Voice Services

and domestic Card Service usage, based on origination and termination type.



4.2 Audioconferencing: The Customer will be charged the following range of fixed per-minute rates $0.06 to $0.41

for the following conferencing services:



4.2.1 Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing calls

originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico and the U.S. Virgin

Islands, based on method.



4.3 Videoconferencing: The Customer will be charged the following range of fixed per-minute rates $0.36 to $4.00

for the following conferencing services:



4.3.1 Domestic Videoconferencing: Port usage charges and Dial-Out Transport charges per increment of

2 channel 112/128 kbps, for domestic Videoconferencing calls originating and terminating in the U.S.

Mainland, Alaska, Hawaii, Puerto Rico and the U.S. Virgin Islands.



4.3.2 International Videoconferencing: Dial-Out Transport charges per-minute per increment of 2 channel

112/128 kbps for international Videoconferencing calls originating in the U.S. (excluding Puerto Rico

and Guam) and terminating in selected international locations, based on the Service Regions listed

in the Guide.



5. Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this option.



5.1 Data Services: The Customer will receive a 91% discount for the following data services:



5.1.1 Private Line Service: Standard Guide Inter-Office Channel charges and Per-Mile charges for DS-1

Terrestrial Digital Service 1.5 Service.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If, in any annual period during the Term, the Customer‟s Total Service Charges do not meet

or exceed the Minimum Volume Requirement, the Customer shall pay (a) all accrued but unpaid charges

incurred under the agreement and (b) an underutilization charge in an amount equal to 100 percent of the

difference between the MVR and the Customer‟s total service charges during such annual period.



6.2 Termination with Liability: If (a) the Customer terminates the agreement before the end of the Term for reasons

other than for cause or (b) the Company terminates the agreement for cause, then the Customer will pay,

within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such

termination, plus (ii) an amount equal to 90 percent of the unsatisfied Minimum Volume Requirement remaining

during the year of termination, and for each subsequent annual period remaining in the Term, plus (iii) a pro

rata portion of any and all credits received by the Customer.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.

The Customer will receive a $33,334 credit applied against Customer‟s Company service usage in Month 6 of

the Term.



The Customer will receive a $33,333 credit applied against Customer‟s Company service usage in Month 18

and Month 30 of the Term.



The Customer will receive a $52,500 credit applied against Customer‟s Company service usage in Month 8 of

the Term.



The Customer will receive 3 credits each equal to $36,000 to be applied against Customer‟s total service

charges for domestic Frame Relay Service usage in Months 13, 25 and 36 of the Term.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Promotions: The Customer is eligible for the following promotions as set forth in the Guide:



MCI New Customer Migration Promotion



7. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4127 (rev. Jan.-06)



1. Term and Renewal Options: The term of service is 24 months.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $600,000 during each

annual period of the Initial term of service (MVR).



4. Rates and Charges: The provisions of SCA Type 1 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 1 and

Feature Option 2 only for On-Net Service.



4.1 Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.0350 to

$0.1200 for the following voice services:



4.1.1 Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and

domestic Card Service usage, based on origination and termination type. The Customer will be

charged a fixed $0.35 per-call surcharge for domestic Card.



4.1.2 International Voice Service International Outbound Voice Service, international Inbound Voice

Service, international Card usage originating or terminating in Canada.



4.2 Access: The Customer will be charged The Customer will be charged the following range of fixed monthly

recurring per-circuit local loop charges $105 to $235 for the following Access Services based on Circuit Type:

DS-0 Access Service and DS-1 Access Service.



The Customer will be charged a fixed monthly recurring $200 per-circuit local loop charge for DS-1 Access

circuits at 1 NPA/NXX locations mutually agreed upon by the Customer and the Company.



4.3 Frame Relay Service: The Customer will be charged the following range of fixed monthly recurring port

charges for domestic Frame Relay Service based on port speed $140 to $1,150. The Customer will be charged

the following range of fixed monthly recurring PVC charges for domestic Frame Relay Service based on

Committed Information Rate $7.50 to $80.



5. Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this

option.



5.1 Voice Services: The Customer will receive the following range of discounts 30% to 35% for the following Voice

Services:



5.1.1 Domestic Voice Services: Standard Guide rates for option 2 Domestic Outbound Voice Service, and

domestic Inbound Voice Service, based on origination and termination type



5.1.2 International Voice Services: Standard Guide rates for International Outbound Voice Service,

international Inbound Voice Service and international Card service usage, based on origination and termination

type, excluding usage originating or terminating in the locations set forth in Section 4.1.2



5.2 Data Services: The Customer will receive a 60% discount for the following Data Services:



5.2.3 Frame Relay Service: Monthly recurring port and PVC charges for domestic Frame Relay Service.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR, the

Customer will be billed and required to pay an underutilization charge equal to the difference between the

Customer‟s actual usage during that annual period and the MVR, or a pro rata portion thereof for any partial

annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option, and, (ii) pay an early termination charge equal to 100 percent of the MVR for each annual period

remaining in the term of service, or a pro rata portion thereof for any partial annual period.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of receipt of the

Company‟s invoice.

6.5 Recurring Credit: The Customer will receive a monthly recurring credit against domestic, interstate charges in

an amount equal to 19 percent of the standard tariffed rates in effect for the Customer's intrastate Outbound

Voice Service and Inbound Voice Service usage, excluding usage within Iowa.



7. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4128 (rev. Apr. 07, Amendment 7)



Term and Renewal Options: The term of service is 42 months (Initial Term). For the purposes of this option, the first 6 months of

the term of service are defined as the Ramp Period.



Following the expiration of the term of service, provided the Customer has satisfied the MVR, the Customer may elect to

continue service under this option for an additional 12-Month period (Extension Term), subject to the terms and

conditions, including rates and discounts set forth under this option, by providing the Company at least 90 days prior

written notice of its intent to renew service under this option.



Term shall mean the Initial Term and the Extension Term.



Description of Service: The provisions of SCA Type 1 apply.



Minimum Volume Requirement: Following the Ramp Period, the Customer's Company service usage must equal or

exceed $3,464,000 during each annual period of Term (MVR).



Rates and Charges: The provisions of SCA Type 1 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 2, Feature

Option 3A and 3B only for On-Net Service.



Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.0170 to $0.0360

for the following voice services:



Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and

domestic Card Service usage, based on origination and termination type. The Customer will be

charged a fixed $0.15 per-call surcharge for domestic Card and a $0.15 per-call surcharge for

international Card calls.



Switched Data: Domestic Outbound Switched Data and Toll Free Digital Service usage in multiples

of 64 kbps within the U.S. Mainland or Hawaii.



International Inbound Voice Service. For International Toll Free Voice Service (options 2&3) calls

originating in Canada and terminating in the US, Customer will pay a range of monthly recurring rates

from $0.080 to $0.100. For all other countries Customer will pay Companies standard rates, less a

10% discount.



Audio Conferencing: The Customer will be charged the following range of fixed per-minute rates $0.0400 to

$0.5400 for the following Conferencing Services:



Domestic Audio Conferencing: Fixed per-minute rates per participant for domestic Audio

Conferencing calls originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and

the U.S. Virgin Islands, based on method and prior months usage.



International Audio Conferencing: Fixed per-minute rates per participant for international Audio

Conferencing calls originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands and

terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method.



Instant Replay Plus: Fixed per-minute per-participant rates for Instant Replay Plus usage using toll

free number access and toll number access.



Global Access Transport Charges (U.S. Bridged). The following per-minute per bridge-port usage charges apply in the

following countries based on availability of service, zone and origination access type. Bridging

charges are additional and are priced at Customer's applicable Toll Meet Meet-Me Access rate

per minute. Global Access Transport charges are not eligible for any additional discounts. The

following rates per minute will be fixed for the Term



For zones A, C, D & E, Customer will pay a range of rates from $0.0500 to $0.3600 for Local

Toll and Local Freephone access.



For zones F & G, Customer will pay a range of rates from $0.3600 to $0.5400 for Local

Freephone access only.



For zone B, Local Toll and Local Freephone access are not available



Video Conferencing: The Customer will be charged the following range of fixed per-minute rates $0.4000 to $4

per site for the following Videoconferencing Services:

Domestic Video Conferencing: Port usage charges and Dial-Out Transport charges per increment of

2 channel 112/128 kbps, for domestic Video Conferencing calls originating and terminating in the

U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin Islands.



International Video Conferencing: Dial-Out Transport charges per-minute per increment of 2 channel

112/128 kbps for international Videoconferencing calls originating in the U.S. (excluding Puerto Rico

and Guam) and terminating in selected international locations, based on the Service Regions listed

in the Guide.



Access: The Customer will be charged the following range of fixed monthly recurring per-circuit local loop

charges $100 to $185 for the following Access Services based on Circuit Type: DS-0 Access Service and DS-

1 Access Service.



The Customer will be charged the following range of fixed monthly recurring per-circuit local loop charges

$2,000 to $4,100 for DS-3 Access circuit at 8 NPA/NXX locations mutually agreed upon by the Customer and

the Company.



The Customer will be charged the following range of fixed monthly recurring per-circuit local loop charges $0 to

$1,250 for Access Type 1 DS-0, DS-1, and DS-3 Access Service, based on circuit type.



Customer will be charged the following fixed monthly recurring per-circuit local loop charge of $3,350.00 for

Dedicated Access Service at a NPA/NXX location mutually agreed upon by the Customer and the Company.



Customer will pay for monthly recurring rate of $18,746 for International Frame Relay, non-standard PVC list

rates, US and non US (India) Originating.



Dedicated Leased Line Service: The Customer will be charged the following range of fixed monthly recurring

per-circuit per-mile Inter-Office Channel charges $2.25 to $9 for Terrestrial Digital Service 1.5 and Terrestrial

Digital Service 45 Private Line Service based on circuit mileage and circuit type. In addition, the Customer will

be charged the following range of monthly recurring per-circuit minimum charges $250 to $2,000 for Terrestrial

Digital Service 1.5 and Terrestrial Digital Service 45 Private Line Service based on circuit type.



The Customer will be charged the following range of fixed monthly recurring per-circuit Inter-Office Channel

(IOC) charges for domestic Private Line Service, based on DS-0, Voice Grade Private Line and Fractional T-1

Service, based on circuit type: $184 to $290. The Customer will be charged the following range of fixed

monthly recurring per-circuit per circuit mile charges for domestic Private Line Service, based on DS-0, Voice

Grade Private Line and Fractional T-1 Service, based on circuit type: $0.15 to $2.33.



Customer will be charged a fixed monthly recurring charge of $184.00 for DSO (per mile charge is $0.24) and

VGPL (per mile charge is $0.15) circuit type service for Option 1 &2.



The Company will waive the Customer‟s monthly recurring Access Coordination and Central Office Connection

charges during the term of service.



Pricing for Multi-Service Ethernet Service. Customer will pay a monthly recurring charge of $7,414.40 for Dual

OC12 1 Gps Ethernet Dedicated loops: at a speed of 10Mbps at four agreed upon circuit ID‟s.



Ethernet Private Line U.S. Service. Customer shall pay a monthly recurring charge of $18,700 for two circuits

originating in MA and terminating in MD.



OC192 U.S. Private Line. For two 10Gig fully restorable 1+1 USPL circuits ordered under the

agreement with a sixty-six (66) month circuit term commitment between MA and MD, Customer will pay

monthly recurring charges of $82,500 per 10 Gig circuit.



Metro Wavelength DWDM. Customer shall pay a monthly recurring charge of $79,686 for Metro Wavelength

DWDM. Customer shall also pay a monthly recurring charge for appearances per circuit of $36,760. Term

commitment is sixty-six (66) months.



Metro Private Line SONET Customer shall pay a monthly recurring charge of $52,813 for Metro Private

Line SONET including VO48 premise connections, VO 48 Hub Connection and DMS Wave Appearance OC48

(unprotected). Term commitment is sixty-six (66) months.





Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this option.



Voice Services: The Customer will receive a 20% discount for the following Voice Services:



Conferencing Services: Standard Guide rates for International Audio Conferencing usage.

Customer will pay the Guide Type 21 per minute rate usage, including calling card, less a ten percent

(10%) discount, which is fixed for the Term of the agreement that originates in the U.S. Mainland,

Hawaii and the U.S. Virgin Islands, and terminates in the applicable international locations (based on

origination type).





Data Services: The Customer will receive the following range of discounts 35% to 53% for the following Data

Services:



Frame Relay Service: Standard Guide Monthly recurring port and PVC charges for domestic Frame

Relay Service.



5.2.1.1 International Frame Relay Service: Monthly recurring port and PVC charges for

international Frame Relay Service.



Global Data Link: Standard Guide Monthly recurring charges for Global Data Link Service.





Classifications, Practices and Regulations:



Underutilization: If, in any annual period during the Term, the Customer‟s Total Service Charges do not meet or

exceed the MVR, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and

(b) an underutilization charge in an amount equal to the difference between the MVR and the Customer‟s total

service charges during such annual period.



Termination with Liability: If (a) the Customer terminates the agreement before the end of the Term for

reasons other than for cause or (b) the Company terminates the agreement for cause, then the Customer will

pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such

termination, plus (ii) an amount equal to 100 percent of the unsatisfied MVR remaining during the year of

termination, and for each subsequent annual period remaining in the Term, plus (iii) a pro rata portion of any

and all credits received by the Customer.



The applicable termination charges specified below, shall apply to each 10 Gig USPL circuit, Metro

WaveLength Service or Metro Private Line Sonet Circuit which is terminated by Customer without cause. Termination

charges are based on the date of termination in accordance with the table below. Customer is also responsible for all

charges incurred up to the date that any circuit of service is terminated.



Month of the service period Termination charge as a percentage of the MRC

in which termination occurs: for such circuit or service multiplied by the

number of months remaining in the first sixty

(60) months of the service period



if termination occurs in months 1 through 24 100% of the remaining MRCs

if termination occurs in months 25 through 36 75% of the remaining MRCs

if termination occurs in months 37 through 48 50% of the remaining MRCs

if termination occurs in months 49 through 60 25% of the remaining MRCs

if termination occurs in months 61 and beyond 0% of the remaining MRCs





Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



If during any annual period of the Term the Customer‟s annual volume of Company service usage equals or

exceeds one of the following amounts the customer will receive one corresponding credit applied against the

Customer‟s Company service usage charges (Credits).



Annual Charges: Credit

$6,000,000 - $7,999,999 4 percent

$8,000,000 + 6 percent



The Customer will receive a $500,000 credit applied against the Customer‟s Company service usage in Month

1 of the term of service.



Seventh Amendment Transitional Billing Credit. Customer shall receive a credit in the amount of $500,000

which will be applied the Customer‟s November, 2007 invoice. If Customer‟s total charges for such monthly

billing period are less than the Seventh Amendment Transitional Billing Credit, the excess amount of such

credit will then be applied to Customer‟s total charges for the agreement in the next consecutive monthly billing

period(s) until there is no excess left.

Payment Arrangements: The Customer must pay for Company service within 30 days of receipt of the

Company‟s invoice.



Waivers: Company will waive network connection charges at two (2) mutually agreed upon locations by

Customer and Company.



Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4129



1. Term and Renewal Options: The term of service is 12 months.





2. Description of Service: The provisions of SCA Type 1 apply. In addition, for purposes of this option, Company service

usage associated with other products of the Company and its affiliates will be used to ascertain whether the MVR under

Section 3 is satisfied. For purposes of Section 3, “Company service usage” shall be expressed in U.S. dollars.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $1,500 during each

annual period of the term of service (MVR).





4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.350

Premier MCI Toll Free Meet-Me Access 0.300

Premier Toll Meet-Me Access 0.300

Standard Dial-Out Access 0.290

Standard MCI Toll Free Meet-Me Access 0.240

Standard Toll Meet-Me Access 0.240

Unattended Toll Free Meet-Me Access 0.085

Unattended Toll Meet-Me Access 0.085

Instant Meeting Dial-Out Access 0.085

Instant Meeting Toll Free Meet Me Access 0.085

Instant Meeting Toll Meet Me Access 0.085





4.1.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:



Method Rate

Premier Dial-Out Access $0.400

Premier MCI Toll Free Meet-Me Access 0.350

Standard Dial-Out Access 0.340

Standard MCI Toll Free Meet-Me Access 0.290

Unattended Toll Free Meet-Me Access 0.135

Instant Meeting Dial-Out Access 0.135

Instant Meeting Toll Free Meet-Me Access 0.135



4.1.2 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.25 per-minute per-participant for Net Conferencing usage and a fixed $0.32 per-minute per-

participant for Net Conferencing Secure Sockets Layer.





4.1.2.1 Reserved Net Conferencing Option PW: The Customer will be charged the following

monthly recurring charges for Option PW, based on the number of seats provided under

the option and whether the Customer subscribes to SSL for the service:



Call Type/Charge

Reserved Seats Without SSL With SSL

5 – 10 $158 $194

11 – 50 117 158

51 – 150 108 150

151+ 99 125



4.1.2.2 Reserved Net Conferencing Option WX: The Customer will be charged the following

monthly recurring charges for option WX for which the Customer does not subscribe to

SSL, based on the number of seats provided under the option:



Reserved Seats Charge

5 – 25 $180

26 – 50 135

51 – 200 125

201 + 100



The Customer will be charged the following monthly recurring charges for option WX for

which the Customer subscribes to SSL, based on the number of seats provided under the

option:



Reserved Seats Charge

5 – 25 $194

26 – 50 158

51 – 200 150

201 + 150



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 audioconferencing: In lieu of any other rates and discounts, the Customer will receive a 25 percent discount on

standard Guide MBS1 rates for international audioconferencing Dial-Out usage.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR, the

Customer will be billed and required to pay an underutilization charge equal to the difference between the

Customer‟s actual usage during that annual period and the MVR, or a pro rata portion thereof for any partial

annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option, and, (ii) pay an early termination charge equal to all of the MVR for each annual period remaining in

the term of service, or a pro rata portion thereof for any partial annual period.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to a successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4130 (rev. May 11, Amendment 25)



Initial Term: 91 months



“Purchase Measurement Period”: The portion of the Initial Term following the 6th Amendment Effective Date is the „Purchase

Measurement Period” and shall run for 36 months.



Renewal Term: Customer shall have the right to extend the Term in its sole discretion for up to two (2) successive one (1) year

periods (each a “Renewal Term”). Customer may exercise its renewal rights by providing Company notice of Customer‟s intent to

renew no less than sixty (60) days prior to the date of expiration of the then current Initial Term or first Renewal Term, as

applicable.



Initial Term: The Agreement shall commence on the Effective Date and shall continue in full force and effect for 36 monthly billing

periods following the 25th Amendment Effective Date, with the last monthly billing period commencing May 1, 2014, unless earlier

terminated in accordance with its provisions.



“Purchase Measurement Period”: The portion of the Initial Term following the 25th Amendment Effective Date is the „Purchase

Measurement Period” and shall run for 36 months.



Minimum Service Term:



Upon execution of the 11th amendment, Customer agrees to a minimum service term for Metro Wavelength service of 36 months.



Effective as of the date both parties sign the thirteenth amendment, Customer is committed to a minimum thirty-six (36) monthly

billing periods for the Metro Wavelength Service Base System –If the Metro Wavelength Service Term extends beyond the term of

the agreement, the terms and conditions of the agreement and any sub attachment shall continue to apply to Company‟s provision

of Metro Wavelength.



Minimum Volume Requirement:



Minimum Purchase Commitments:



Customer purchases during each of the following periods will equal or exceed the corresponding Minimum Purchase

Commitment, in each case subject to adjustment pursuant to any adjustments as described in the Agreement.



 For the Purchase Measurement Period of the Initial Term, a Minimum Purchase Commitment of $30,000,000.

 For a Renewal Term elected by Customer, a Minimum Purchase Commitment of $9,000,000.

 For Metro Wavelength service Customer shall an annual sub commitment of $229,000.



Metro Wavelength Annual Commitment: Customer purchases during each service Term contract year shall be not less

than $239,040.



Minimum Purchase Commitments:



Commencing on the 25th Amendment Effective Date, Customer‟s Minimum Purchase Commitment (set forth above) is

replaced with a Minimum Purchase Commitment (set forth below):



Commencing on the 25th Amendment Effective Date and in lieu of the Minimum Purchase Commitment, Customer

agrees to pay Company as follows:



Minimum Purchase Commitment:



(a) For the Purchase Measurement Period of the Initial Term, a Minimum Purchase Commitment of $30,000,000.

(b) For the Renewal Term elected by Customer, a Minimum Purchase commitment of $9,000,000.00 applies



Note: Customer has satisfied the Minimum Purchase Commitment that existed prior to the 25 th Amendment.



“UHS Purchases” means aggregate purchases of Services, measured in United States dollars, by UHS and its Users.

USH Purchases shall mean all charges after the application of all discounts and credits (excluding up-front credits and

performance credits issued pursuant to Attachment PM) incurred by UHS and its Users for Services provided under the

Agreement, specifically excluding: (a) taxes, tax-like charges and tax-related surcharges; (b) charges for equipment and

collocation (unless otherwise expressly stated herein); (c) charges incurred for goods or services where Company or

Company affiliate acts as agent for UHS or its uses in its acquisition of goods or services; (d) non-recurring charges; (e)

Regulatory Charges; (f) international pass-through access charges (i.e., Type 3/PTT) and (g) other charges expressly

excluded in the Agreement. In addition, UHS Purchases for Services received in the following countries (“Foreign Billed

Service(s) Usage Charges”) shall contribute to the Minimum Purchase Commitment: Argentina, Australia, Canada,

France, Germany, India, Ireland, Italy, Japan, Philippines, Spain, and United Kingdom. Other contributory countries may

be added by Company at any time; in such cases the Agreement will be amended to add such countries.

Rates and Charges:



Voice Services: In lieu of any other rates and discounts, the Customer will pay fixed per-minute rates ranging from

$0.0100 to $0.5150 for the following Voice Services:



Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and domestic

Card Service usage, based on origination and termination type.



International Voice Service: International Outbound Voice Service terminating in the following locations:

Australia (including Tasmania), Austria, Belgium, Brazil, Canada, Chile, Denmark, Dominican Republic,

Finland, France, Germany, Guinea, India, Ireland, Israel, Italy, Jamaica, Malaysia, Mexico, Netherlands,

Norway, Panama, Philippines, Portugal (including Azores and Madeira), Spain (including Balearic Islands,

Canary Islands, Ceuta and Melilla), Sweden, Switzerland, Trinidad/Tobago, United Kingdom, Venezuela, and

Zimbabwe.



International Inbound Voice Service: International Inbound Voice Service usage originating in the following

locations: Australia (including Tasmania), Austria, Belgium, Brazil, Canada, Chile, Denmark, Finland,

Germany, India, Ireland, Israel, Italy, Jamaica, Mexico, Netherlands, Norway, Philippines, Portugal (including

Azores and Madeira), Spain (including Balearic Islands, Canary Islands, Ceuta and Melilla), Sweden,

Switzerland, Trinidad/Tobago and the United Kingdom.



Domestic Switched Data: Domestic Outbound and domestic Inbound Switched Data usage in multiples of 64

kbps within the US mainland or Hawaii.



Domestic Enhanced Call Routing: Domestic Platform Charges (beginning when the ECR system answers the

call and ending when the call is released to Customer‟s service location) and Domestic and International

transport charges.



Toll Free Service: In lieu of all other rates, discounts, or promotions, Customer will pay fixed monthly recurring charges

ranging from $25.00 to $80.00 for Toll Free Service, based on Termination.



Termination

DAL

CBL



In lieu of any other rates and discounts, Customer will pay fixed per-call rates ranging from $0.00 to $0.65 for the

following Voice Services:



Domestic Card Per-Call Surcharge



International Card Per-Call Surcharge: International Card calls originating in the U.S.



ECR Feature Charges: Per-call feature charges for the following features:



ECR Menu Routing

ECR Message Announcement

Standard Database Routing

Advanced Database Routing

Announced Connect

ECR Busy/No Answer Rerouting (BNAR)

TakeBack and Transfer TNT

Caller TakeBack



Monitoring Condition: The $0.00 price per call is based on Customer and its users

collectively not using either the Database Routing or Host Connect/Advanced Database

Features more than 20 times per month without using TNT. If Customer and its users

using either feature without using TNT more than 20 times per month for two consecutive

months, Company reserves the right to change the price per call to $0.03. (Database

Routing and Host Connect Advanced Database charges are current waived when using

with TNT).



Intelligent Call Routing:



In lieu of all other rates, discounts and promotions, Customer will pay the following rates to install

a test lab and project management.



 Fixed Change Request Fee of $5,000 plus the cost for total number of project labor hours

required. Project labor costs will be charged at $300/hour.

 The monthly recurring charge per CAP connection of $3,750 which will apply to this

location shall be waived for the initial three months following installation.



 Request for after-hours support: ICR Gateway Services shall be performed between

9:00am and 5:00pm Eastern Time. Customer may be responsible for any additional labor

costs associated with Services performed outside such hours that are above and beyond

the scope of the standard implementation process. Customer agrees to pay a charge of

$400.00 per hour for any after hours work in addition to the normal project labor hours

charge. Any additional charges for after-hours support must be pre-approved, in writing,

by the Customer.



 There is a requirement for one frame relay circuit associated with this TEST LAB

installation. Customer will pay for Frame Relay Service in accordance with the rates set

forth in the agreement. Customer will provide its own CPE.



Customer will pay the following rates to relocate its existing Customer Access Points (CAPs) to

Customer locations in Minnesota and Connecticut and for the associated project management.



 Fixed Change Request Fee of $5,000 per location plus the cost for total number of project

labor hours required. Project labor hours are charged at $300/hour.



 Request for after-hours support: ICR Gateway Services shall be performed between

9:00am and 5:00pm Eastern Time. Customer may be responsible for any additional labor

costs associated with Services performed outside such hours that are above and beyond

the scope of the standard implementation process. Customer agrees to pay a charge of

$400.00 per hour for any after hours work in addition to the normal project labor hours

charge. Any additional charges for after-hours support must be pre-approved, in writing,

by the Customer.



 There is a requirement for one frame relay circuit associated with this TEST LAB

installation. Customer will pay for Frame Relay Service in accordance with the rates set

forth in the agreement. Customer will provide its own CPE.



Conferencing Services:



Audio Conferencing: In lieu of any other rates and discounts, Customer will pay fixed per-minute per bridge

rates ranging from $0.0119 to $0.4500 for the following Conferencing Services:



Domestic Audioconferencing: Fixed per-minute rates per participant for domestic

Audioconferencing calls originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto

Rico, and the U.S. Virgin Islands, based on method.



Canadian Audio Conferencing: For Audio Conferencing Dial Out and Toll Free Meet-Me Access (1)

originating in the U.S. Mainland, Alaska, Hawaii, and the U.S. Virgin Islands and terminating in

Canada, and (2) originating in Canada and terminating in the U.S. Mainland, Alaska, Hawaii, and the

U.S. Virgin Islands.



Global Access Transport Charges (U.S. Bridged): Per-minute per-bridge port usage charges, based

on availability of service, zone and origination access type. Bridging charges are additional and are

priced at Customer's applicable Toll Meet Meet-Me Access rate per minute.



Videoconferencing: The Customer will be charged the following range of fixed per-minute rates $0.0900 to

$1.3500 per site for the following Videoconferencing Services:



Domestic ISDN Videoconferencing: Port usage charges per minute per video bridge port (“Bridging

Charges”) and dial-out transport usage charges per minute for transport (per 2 channels 112/128

kbps), with rounding to the next higher full minute. Bridging Charges include charges based on

charge type, including Premier/Standard/Unattended ISDN Bridging and Instant Video ISDN Bridging

and there is an additional per call minute charge for Premier Video Conferencing. Transport

charges apply to the following countries: US, Australia, Hong Kong, Japan, Singapore, and the UK.



Data Services:



Access:



TDM Based Access Services – DS0 and DS-1: In lieu of any other rates and discounts, the Customer will pay

fixed monthly recurring per-circuit local loop charges ranging from $150 to $165 for DS-0 and DS1 Access.

TDM Based Access Services - Network Connection Charges: In lieu of any other rates and discounts,

Customer will pay fixed monthly recurring network connection charges ranging from $50 to $5,000 for DS0, DS-

1, DS-3, OC-3 and OC-12 access services.



TDM Based Access Services - Equipment-related Charge: In lieu of any other rates and discounts, Customer

will pay a fixed monthly recurring charge of $300 for DS-3 M13 (Mux).



TDM Based Access Services - Type 1 Access: In lieu of any other rates and discounts, the Customer will pay

fixed monthly recurring per-circuit local loop charges ranging from $900 to $4,000 for Type 1 DS-3, Type 1 OC-

3 and Type 1 OC-12 access circuits.



TDM Based Access Services - DS-3 Access Circuits by CLLI Codes: In lieu of any other rates and discounts,

the Customer will pay fixed monthly recurring per-circuit local loop charges ranging from $1,360 to $3,656 for

DS-3 access circuits at 42 CLLI codes mutually agreed upon by the Customer and the Company.



TDM Based Access Services - DS-3 Access Circuits by Access IDs: In lieu of any other rates and discounts,

the Customer will pay fixed monthly recurring charges ranging from $750 to $1,600 and a non-recurring charge

of $0 for DS-3 access circuits at 3 Access IDs mutually agreed upon by the Customer and the Company.



TDM Based Access Services - OC-3 Access Circuits by CLLI Codes: In lieu of any other rates and discounts,

the Customer will pay a fixed monthly recurring charge of $1,500 for OC-3 access circuits at 2 CLLI codes

mutually agreed upon by the Customer and the Company.



Monitoring Conditions:



 In lieu of the above pricing for Type 1 access, Company reserves the right to change the

rates if Type 1 access is not installed.



 In lieu of the pricing set forth above for CLLI code-specific access, Company reserves the

right to change standard list VBSIII rates (Type 1 and Type 3, as applicable) if the access

type is not Secondary CFA for these CLLI codes.



TDM Based Access Services - OC-3 Access Circuits by Access IDs: In lieu of any other rates and discounts,

the Customer will pay fixed monthly recurring charges ranging from $1,500 to $11,637 for OC-3 access circuits

at 2 Access IDs mutually agreed upon by the Customer and the Company.



Monitoring Condition: The monthly recurring charge for 1 access ID mutually agreed upon by the

Customer and the Company is valid as long as the circuit is used in conjunction with an OC-3 Private

IP port at the same location along with a Gold CAR minimum of 20 Mbps at the same location. In

lieu of the rates set forth above, Company reserves the right to change standard list VBSIII prices if

this requirement is not met.



TDM Based Access Services - OC-12 Access Circuits by Access IDs: In lieu of any other rates and discounts,

the Customer will pay a fixed monthly recurring per-circuit charge of $2,387 and a non-recurring charge of $0

for OC-12 access circuits at 4 Access IDs mutually agreed upon by the Customer and the Company.



TDM Based Access Services - OC-12 Access Circuits by CLLI Codes: In lieu of any other rates and discounts,

Customer will pay a fixed monthly recurring charge of $6,072 for OC-12 Access Circuits at 1 CLLI code

mutually agreed upon by Customer and Company. A minimum one year term is required.



Converged Ethernet Access Service: In lieu of any other rates and discounts, Customer will pay a fixed

monthly recurring charge of $2,773.60 for Type 1 GigE Converged Ethernet Access at 3 Circuit IDs mutually

agreed upon by the Customer and the Company.



IDE Access: In lieu of any other rates and discounts, Customer will pay a fixed monthly recurring local loop

charge of $1,652 for IDE access at 3 Circuit IDs mutually agreed upon by the Customer and the Company.



Private Line Service: In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring per-

circuit per circuit mile charges ranging from $1.0224 to $6.7200 for domestic Private Line Service, based on

Terrestrial Digital Service 1.5 and 45.



Interstate Private Line Service: In lieu of any other rates and discounts, Customer will pay fixed monthly

recurring per circuit charges ranging from $300 to $5,000 and monthly per circuit per mile charges ranging from

$0.7500 to $9.90 for DS0, TDS 1.5, TDS 45 (Sonet), OC-3 (Sonet) and OC-12 (Sonet) U.S. Private Line

Service. Customer certifies that any private line circuit will carry more than ten percent (10%) interstate traffic.

Non-recurring charges for Domestic Private Line Installation are waived. A monthly recurring charge of $700

applies to the following: Cancellation charge prior to install (per port/IXC) as well as a $500 monthly recurring

charge per Expedite Fee (per port/IXC).

Interstate Private Line Service: In lieu of any other rates and discounts, the Customer will pay a fixed monthly

recurring IXC charge of $12,072 and non-recurring charge of $0 with mileage of 1,509 for OC-12 Interstate

Private Line Service at 1 CLLI code pair mutually agreed upon by Customer and Company. Access is not

eligible and is additional. Customer certifies that any private line circuit will carry more than ten percent (10%)

interstate traffic. Mileage is shown for illustrative purposes. Pricing is only valid if capacity exists on Company

network. If capacity has to be leased, pricing is not valid.



International Private Line Service: In lieu of any other rates and discounts, Customer will pay a fixed monthly

recurring IOC charges ranging from$4,654 to $26,818 for U.S. ½ circuit IOC portions of the International

Private Line DS-3 and E-1 circuits originating in the United States and terminating in India.



Frame Relay Service: In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring

port charges ranging from $163 to $4,680 for domestic Frame Relay Service.



In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring PVC (Simplex) charges

ranging from $12 to $8,439 for domestic Frame Relay Service based on Committed Information Rate.



In lieu of any other rates and discounts, the Customer will pay a fixed monthly recurring maximum charge of

$47,675.63 for Usage Based PVCs (Simplex), based on CIR. For Zero CIR PVCs (Simplex) the Customer will

be charged the greater amount of $5.00 or $1.75 per kbps.



International Frame Relay Service: In lieu of any other rates and discounts, the Customer will pay fixed

monthly recurring port charges ranging from $614 to $1,446 for International Frame Relay Service. (UK only)



Metro Private Line Ethernet Service: In lieu of any other rates and discounts, the Customer will pay fixed

monthly recurring charges ranging from $1,500 to $3,900 for 150M to 1000M Point to Point Metro Private Line

Ethernet Service.



EPL – Metro only: In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring

charges ranging from $1,000 to $2,800 for 150M to 1000M End Link (EPL-Metro only) Service.



Ethernet Virtual Private Line-National: In lieu of all other rates and discounts, Customer will pay monthly

recurring per circuit mile charges ranging from $1,000 to $16,000 and per mile rates ranging from $3.50 to

$19.80 (unless the Minimum Monthly MRC per Circuit is not met, in which case the Minimum Monthly per

circuit will apply) for 5M, 10M, 20M, 40M, 50M, 60M, 80M, 100M, 150M, 300M, 600M and 1,000M EVPL –

National access circuits. Separate Converged Ethernet Access pricing will apply for each end of the circuit.



In lieu of any other rates and promotions, Customer will pay monthly recurring charges ranging from $1,300 to

$9,965 and a non-recurring charge of $0 for 100M and 1000M EVPL – National between 2 CLLI code pairs

mutually agreed upon by the Customer and the Company. Separate Converged Ethernet Access pricing will

apply for each end of the circuit.



Ethernet Private Line (EPL) – National: In lieu of any other rates and promotions, Customer will pay monthly

recurring per circuit charges ranging from $1,900 to $16,000 and monthly recurring per mile charges ranging

from $5.90 to $19.80 for 150M, 600M and 1,000M EPL– National between 2 CLLI code pairs mutually agreed

upon by the Customer and the Company.



Metro Wavelength Base System 3: In lieu of any other rates and discounts, Customer will pay a monthly

recurring charge of $67,000 and a non-recurring charge of $263,500 for 4 Customer (6 Term) 1 IXC POP, 1

Local Node Dedicated Multipoint w/Hub – Protected at 1 location mutually agreed upon by Customer and

Company. The NRC is not subject to the waiver set forth in Section 1 of the Agreement.



Minimum Service Term: Customer is committed to a minimum 60 monthly billing periods for the

Metro Wavelength Base System 3 commencing with the Metro Wavelength Base System 3

Activation Date. If the Metro Wavelength Base System 3 extends beyond the Term of the

Agreement, the terms and conditions of the Agreement shall continue to apply Company‟s provision

of Metro Wavelength Base System 3.



Annual Commitment: UHS Purchases during each 12-month period commencing with the Metro

Wavelength Base System 3 Activation Date shall be no less than $804,000



Early Termination Charge: If (a) Customer terminates the Metro Wavelength Base System 3 during

the Metro Wavelength Service Term Base System 3 for reasons other than Cause (such termination

will not be effective until 60 days after Company receives written notice of termination); or (b)

Company terminates Metro Wavelength Base System 3 or the Agreement for Cause, Company may

assess Customer an early termination charge equal to (i) all accrued but unpaid charges for Metro

Wavelength Base System 3 incurred through the date of such termination, plus (ii) an amount equal

to 100% of the unsatisfied Metro Wavelength Base System 3 remaining during the year of

termination, and for each subsequent Metro Wavelength Service Term Base System 3 remaining in

Metro Wavelength Service Term Base System 3, (iii) 100% of any documented early term charges

imposed by third parties, plus (iv) a pro rata portion of any and all credits received by Customer

related to Metro Wavelength Base System 3 service provided in the Agreement. Customer agrees

that the early termination charge is a reasonable means for Company to obtain reimbursement for

the costs of providing Metro Wavelength that are allocated across the entire Service Term Base

System 3 and are otherwise difficult to estimate.



Metro Wavelength Base System 3: In lieu of any other rates and discounts, Customer will pay rates ranging

from $1,284 to $7,881 for Metro Wavelength for the following services: 1 x 40G Transparent Wave –

Unprotected, 1 x 40G SONET/OC768 – Unprotected, 1 x 10G Transparent Wave – Protected, 1 x 10G

Transparent Wave – Unprotected, 1 x 10GbE LAN PHY – Protected, 1 x 10GbE LAN PHY – Unprotected, 1 x

10GbE WAN PHY – Protected, 1 x 10GbE WAN PHY – Unprotected, 1 x 10G SONET/OC192 – Protected, 1 x

10G SONET/OC192 – Unprotected, 1 x 10G Fibre Channel – Protected, 1 x 10G Fibre Channel – Unprotected,

1 x 10G FICON – Protected, 1 x 10G FICON – Unprotected, 1 x 4G Fibre Channel – Protected, 1 x 4G Fibre

Channel – Unprotected, 1 x 10G Channelized 2 x 4G Fibre Channel – Protected, 1 x 10G Channelized 2 x 4G

Fibre Channel – Unprotected, 1 x 10G Channelized 4 x OC48 – Protected, 1 x 10G Channelized 4 x OC48 –

Unprotected, 1 x 10G Channelized 4 x 2G Fibre Channel – Protected, 1 x 10G Channelized 4 x 2G Fibre

Channel – Protected, 1 x 10G Channelized 4 x 2G FICON – Unprotected, 1 x 10G Channelized 9 x 1GbE –

Protected, 1 x 10G Channelized 9 x 1GbE – Unprotected, 1 x 10G Channelized 9 x 1G Fibre Channel –

Protected, 1 x 10G Channelized 9 x 1G Fibre Channel – Unprotected, 1 x 2.5G Transparent Wave – Protected,

1 x 2.5G Transparent Wave – Unprotected, 1 xOC48 – Protected, 1 xOC48 – Unprotected,1 x 2G FC –

Protected, 1 x 2G FC – Unprotected,1 x 2G FICON – Protected, 1 x 2G FICON – Unprotected, 1 x 2G ISC –

Protected, 1 x 2G ISC – Unprotected, 1 x 1GbE – Protected, 1 x 1GbE – Unprotected, 1 x 1G FC – Protected,

1 x 1G FC – Unprotected, 1 x 1G FICON – Protected, 1 x 1G FICON – Unprotected, 1 x 10G Channelized 9 x

1G FICON – Protected, 1 x 10G Channelized 9 x 1G FICON – Unprotected, 1 x OC12 – Protected, 1 x OC12 –

Unprotected, 1 x OC3 – Protected, 1 x OC3 – Unprotected, 1 x ESCON – Protected, 1 x ESCON –

Unprotected, 1 x 10G Channelized Variable – Protected, 1 x 10G Channelized Variable – Unprotected.



Beginning with month 25 of the Minimum Service Term of the metro Wavelength Base System 3,

Customer may terminate Metro Wavelength Service to Customer location in Minnesota without

termination liability. If Customer terminates service in Minnesota, the monthly recurring charge of

$67,000 will decrease to $64,000 following completion of the order terminating the service. In

addition, the Metro Wavelength Annual Commitment Base System 3 will change to $772,800.



Metro Private Line Dedicated Multi-Point Service (“DMS”) Sonet Services: In lieu of any other rates and

discounts, Customer will pay monthly recurring charges ranging from $1,760 to $21,320 for 3 VO48 Premises

Connections, 1 VO48 Hub Connection, 4 DMS Wave Appearance OC 48 Unprotected and a Premises Charge

for VO48 Speed (Located in Minnesota). In addition, Customer will pay monthly recurring charges ranging from

$15 to $53 for the following Appearances Charges per Termination: DS-1 Interface, DS-3 Interface, OC-3

Protected Interface, OC-3 Unprotected Interface, OC-12 Protected Interface, OC-12 Unprotected Interface,

OC-48 Protected Interface, OC-48 Unprotected Interface, Gig E Interface and 10/100 Interface.



Discounts:



Voice Services: In lieu of any other rates or discounts, the Customer will receive a discount equal to 55% for the following

Voice Services:



International Outbound Voice Service, Including International Calling Card Service: Standard VBSIII Guide

Type 23 rates for US originating International Outbound Voice Service.



International Toll Free Voice Service: Standard VBSIII Guide rates for International Toll Free Voice Service.



Conferencing Services: In lieu of any other rates or discounts, the Customer will receive a discount equal to 40% for the

following Conferencing Services:



US Dial Out International Audio Conferencing: The current standard rates in the Guide (which includes both

transport and bridging) for domestically bridged International Dial-Out Audio Conferencing, International Audio

Conferencing (dial out from a US bridge).



Data Services: The Customer will receive discounts ranging from 5% to 65% for the following Data Services:



Access: Standard VBSIII Guide local loop charges for DS-3 Access Service and Type 1, Type 3 Converged

Ethernet Access.



Private Line Service: Standard VBSIII Guide U.S. half-circuit charges for International Private Line Service and

monthly recurring charges for Type 1 Ethernet Private Line – US Access.



Frame Relay Service: Standard VBSIII Guide monthly recurring port and PVC charges for domestic Frame

Relay Service.



Classifications, Practices and Regulations:

Underutilization Charges: If, in any annual period during the Term, the Customer‟s Total Service Charges do not meet or

exceed the MVR, the Customer shall pay (a) all accrued but unpaid charges incurred under the Agreement and (b) an

“Underutilization Charge” in an amount equal to 30% of the difference between the MVR and the Customer‟s total service

charges during such annual period.



Metro Wavelength Shortfall: Company shall calculate Customer purchases of Metro Wavelength Services upon

the conclusion of each Metro Wavelength service term contract year. If Customer purchases for applicable

Metro Wavelength services are less than the Metro Wavelength Annual Commitment in a service Term

contract year Customer shall pay Company, in addition to all accrued but unpaid usage and other charges

incurred under the agreement, a charge (the “Metro Wavelength Shortfall”) equal to one hundred percent

(100%) of the difference between the Metro Wavelength Shortfall and Customer purchases of Metro

Wavelength Services.



Termination with Liability: If (a) the Customer terminates the Agreement before the end of the Term for reasons other

than for Cause or (b) the Company terminates the Agreement for Cause, then the Customer will pay, within 30 days after

such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount

equal to 30 percent of the unsatisfied AVC remaining during the year of termination, and for each subsequent annual

period remaining in the Term, plus (iii) a pro rata portion of any and all credits received by the Customer.



Additional Liability for Metro Wavelength: If (a) Customer terminates Metro Wavelength for reasons other than

Cause (such termination not to be effective until sixty (60) days after Company receives written notice of

termination); or (b) Company terminates Metro Wavelength or the agreement for cause, Company may assess

Customer an early termination charge equal to: (i) all accrued but unpaid charges for Metro Wavelength

incurred through the date of such termination, plus (ii) an amount equal to one hundred percent (100%) of the

unsatisfied Metro Wavelength Annual Commitment remaining during the year of termination, and for each

subsequent Metro Wavelength Service Term Contract Year remaining in the Metro Wavelength Service Term,

(iii) one hundred percent (100%) of any early term charges imposed by third parties, plus (iv) a pro rata portion

of any and all credits received by Customer related to Metro Wavelength service provided hereunder.



Credits:



The Customer will receive a $15,000 credit applied against the Customer‟s PIC change charges incurred during

the term of service.



Billing Adjustment Credit: To provide Customer the benefit of the rates and discounts in the Amendment as of the

Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time

billing adjustment credit equal to $301,267.12 plus applicable taxes and surcharges. This credit shall compensate

Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following

Customer's signature date above and the rates and discounts in this Agreement.



Billing Adjustment Credit: To provide Customer the benefit of the rates and discounts in the Amendment as of the

Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time

billing adjustment credit equal to $154,981.29 plus applicable taxes and surcharges. This credit shall compensate

Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following

Customer's signature date above and the rates and discounts in this Agreement.



Circuit Billing Adjustment Credit: Company shall provide Customer with a one-time billing adjustment credit equal to of

One Hundred and One Thousand, One Hundred and Forty-Five Dollars and Six Cents ($101,145.06), plus applicable

Taxes and Regulatory Charges. To provide Customer the benefit of the rates contained in the nineteenth amendment for

certain circuits this credit shall compensate Customer for the difference between rates billed since installation of the

circuit and the rates set forth in the nineteenth amendment. Credit will be applied against charges incurred for interstate

and international services.



Internet Dedicated Services Credit: Company will provide Customer a pro-rated Internet Dedicated Achievement Credit in

the amount of One Hundred Two Thousand, Seven Hundred Forty-Four Dollars ($102,744), plus applicable Taxes and

Regulatory Charges. The credit will be applied to the Customer‟s interstate and international purchases.



IDE Billing Adjustment Credit: To provide Customer the benefit of the rates contained in the 19th Amendment from

November 1, 2008 through February 28, 2009, Company shall provide Customer with a one-time billing adjustment credit

equal to Eight Thousand, Six Hundred and Nineteen Dollars ($8,619), plus applicable Taxes and Regulatory

Charges. This credit will be applied against charges incurred for interstate and international services. If the interstate and

international charges for such monthly billing period are less than the credit, the excess amount of such credit will be

applied to the interstate and international charges in the next consecutive monthly billing period(s) until the full credit

amount has been applied.



OC-12 Access Billing Adjustment Credit: To provide Customer the benefit of the difference between the monthly

recurring charges which were billed and the monthly recurring charges which should have been billed for such circuits

from the date such circuits were installed through April 30, 2009, Company shall provide Customer with a one-time billing

adjustment credit equal to $25,197.35, plus applicable Taxes and Regulatory Charges. The credit will be applied against

charges incurred for interstate and international services. If the interstate and international charges for such monthly

billing period are less than the credit, the excess amount of such credit will be applied to the interstate and international

charges in the next consecutive monthly billing period(s) until the full credit amount has been applied.



Billing Adjustment Credit: To provide Customer the benefit of the rates contained in the 25th Amendment as of April 1,

2011, Company shall provide a one-time billing adjustment credit equal to $325,283.02, plus applicable taxes and

governmental charges, to be applied in the second (2nd) monthly billing period of the term following the 25th Amendment

Effective Date. The credit will be applied against charges incurred for interstate and international services.



Recurring Credits:



Quarterly Achievement Credits:



If during any Achievement Quarter (as defined below), Customer purchases (excluding purchases of International Internet

Service) (“Applicable Quarterly Charges”) for the Achievement Quarter falls within one of the Applicable Quarterly

Charges ranges specified below, Customer shall receive the corresponding quarterly achievement credit set forth below,

plus applicable Taxes and Regulatory Charges (“Quarterly Achievement Credit”). The Quarterly Achievement Credit will

be applied against Customer's designated purchases incurred for interstate and international Company data, non-voice

Option 2 and Option 3 services and any other services agreed to by Company and Customer. As used herein,

“Achievement Quarter” refers to a period of three consecutive months, commencing as of the fifteenth amendment

effective date. The Quarterly Achievement Credit will be issued in the second billing cycle following the end of each

Achievement Quarter. As used herein, “Achievement Quarter” refers to a period of three consecutive months,

commencing as of the nineteenth amendment effective date.



Minimum Applicable Quarterly Achievement

Quarterly Charges Maximum Applicable Quarterly Charges Credit

$4,050,000 $4,275,000 $55,248

$4,275,001 $4,500,000 $91,248

$4,500,001 $4,725,000 $124,248

$4,725,001 $4,950,000 $134,208

$4,950,001 $5,175,000 $196,248

$5,175,001 $5,400,000 $211,248

$5,400,001 $5,625,000 $226,248

$5,625,001 $5,850,000 $241,248

$5,850,001 $6,075,000 $256,248

$6,075,001 $6,300,000 $271,248

$6,300,001 $6,525,000 $286,248

$6,525,001 $6,750,000 $301,248

$6,750,001 $6,975,000 $316,248

$6,975,001 $7,200,000 $331,248

$7,200,001 $7,425,000 $346,248

$7,425,001 $7,650,000 $361,248

$7,650,001 $7,875,000 $376,248

$7,875,001 $8,100,000 $391,248

$8,100,001 $8,390,000 $406,248

$8,390,001 $8,680,000 $425,748

$8,680,001 $8,970,000 $445,248

$8,970,001 $9,260,000 $464,748

$9,260,001 $9,550,000 $484,248

$9,550,001 $9,840,000 $503,748

$9,840,001 None $523,248



Takeback and Transfer Credit: Each month, Company will provide Customer with a credit (the “Takeback and Transfer

Credit”) in an amount equal to the number of ECR and IP IVR Takeback and Transfer uses by Customer during the

previous month multiplied by $.002, plus applicable taxes and regulatory charges. Credits will be due thirty (30) days

from the date of invoice. Each Takeback and Transfer Credit will be applied against Customer designated purchases

incurred for interstate and international services and any other services agreed to by Company and Customer. In no

event will the amount of any such credit exceed Customer's applicable purchases for the monthly period in which such

credit is to be applied.



Interstate Service Credit: The Customer will receive a monthly recurring credit against domestic, interstate charges equal

to a discount of 20%, multiplied by Customer‟s Purchases for Intrastate Voice Service Total Service, based on call type,

for all states except California, Connecticut, Florida, Minnesota, New Jersey, New York, North Carolina, Pennsylvania,

Texas and Wisconsin during that current monthly billing period of the term of service.



Local Service – CLEC Credit Based on Local Usage: Customer will receive a credit equal to 50% multiplied times

Customer‟s Tariffed usage charges and MRCs for Local Service and Local and Long Distance Service Bundles under this

Service Attachment excluding EUCL charges, Operator Service Charges and Directory Assistance. The resulting dollar

amount of the credit will be applied to Customer's Purchases (plus equipment charges), excluding charges for intrastate

telecommunications service. This credit will be reflected on Customer‟s invoice, adjustment memo or other billing

document within two billing cycles after the billing cycle on which it is based. Notwithstanding the foregoing, in no event

may the amount of such credit exceed Customer's Total Service Charges (plus equipment charges) – excluding charges

for intrastate telecommunications service – for the monthly billing period in which that credit is to be applied.



Waivers:



Installation Waiver, Exclusions: Company will waive the one-time installation charges associated with the implementation

of services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services:

(i) eDSL, (ii) VPN, (iii) PTT / third party services (including International Access and Company International), (iv) Data

Center, (v) Paging, (vi) Managed Services, (vii) CPE, (viii) Enhanced Call Routing, (ix) Local Disaster Recovery, (x)

Audio, Video, and Net Conferencing, (xi) Voice Over IP Services (IP Flexible T1, IP Integrated Access, IP Trunking, and

Hosted IP Centrex) (xii) Security Services, (xiii) Non-Listing/Non-Published Service, (xiv) Telecommunications Service

Priority, and (xv) Services provided by Company incumbent local exchange carriers or by partnership and its affiliate, if

any, except where specifically waived within product specific pricing in the agreement. Usage charges, monthly recurring

charges, expedite charges, change charges; surcharges, charges for an unlisted or non-published number, any charges

imposed by third parties (including access, egress, jack, or wiring charges), Taxes or regulatory charges will not be

waived.



PlC Charge Waiver: Company will provide a credit of up to $15,000 over the Term of the Agreement that will be applied

as a one-time credit to offset charges associated with PlC change charges.



Interconnection Charge Waivers: Except as provided below, Company will waive all coordination, central office

connection, and substantively similar charges for interconnection of access services and Company services. Company

may impose a Network Connection Fee for interconnection of Customer or user-provided access with Company‟s

Services, the following Network Connection Fees will apply in lieu of the corresponding charge in the Guide:



* $50DSO

• $100/DS1

• $750/DS3

• $1500/0C3



Except as provided below, Company will waive all coordination, central office connection, and substantively similar

charges for interconnection of access services and Company services. Company may impose a Network Connection

Fee for interconnection of Customer or user-provided access with Company‟s Services, the following Network Connection

Fees will apply in lieu of the corresponding charge in the Guide:



* $50DSO

• $100/DS1

• $750/DS3

• $1500/0C3



Toll Free Features: Toll Free Features, including Alternate Routing, DNIS, Holiday Routing and Tailored Call coverage

are waived.



ECR Non-Recurring Charges: The following ECR non-recurring charges are waived for the term; New ECR Application,

ECR Change, Network Database Install, Assistance w/Database Creation, Assistance w/Database Changes, Remote

Audio Update, Professional Language Recording, Foreign Language Recording.



The Company will waive Customer‟s non-recurring charges for Domestic Private Line Installation.



Payment Arrangements: The Customer must pay for Company service within 30 days of receipt of the Company‟s invoice.



Other Requirements: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

requirements at the time of option enrollment:



 All of the Customer‟s voice service usage and Frame Relay service must be new usage to the Company;



 The Customer and the Customer‟s Designated Affiliate‟s telecommunications services usage must equal or exceed

$2,000,000 per month.



 The Customer and the Customer‟s Designated Affiliate‟s audio conferencing usage must equal or exceed an

average of 7,000,000 minutes per month during the annual period prior to option enrollment; and,



 At least 90 percent of the Customer‟s audio conferencing and videoconferencing usage must be new usage to the

Company.

OPTION NO. 4131 (rev. May 10, Amendment 12)



Initial Term: 36 months following the Ramp Period.



Commencing on the 9th Amendment Effective Date, the Term will start anew and continue for a period of 36 months.



Commencing on the 12th Amendment Effective Date, the Term will start anew and continue for a period of 36 months.



Following the expiration of the Initial Term, unless either party has given 30 days written notice of intent to let term expire, service

under this option will continue on a month-to-month basis for up to 6 months, subject to the terms and conditions, including rates

and discounts set forth under this option (Extension Term). Either party may terminate service during the Extension Term by

providing the other party at least 30 days prior written notice.



Ramp Period: The Ramp Period shall begin on the Effective Date and continue for a period of 3 months following the Effective

Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates,

discounts, charges and credits set forth herein and will not be subject to the AVC.



Minimum Annual Volume Commitment (“AVC”): $20,000 in Total Service Charges (“AVC”) during each contract year of the Term

(following the expiration of the Ramp Period).



Commencing on the 9th Amendment Effective Date and for the remainder of the Term, Customer‟s new AVC will be $450,000 in

Total Service Charges, or a pro rata portion thereof for any partial contract year.



Commencing on the 12th Amendment Effective Date and for the remainder of the Term, Customer‟s new AVC will be $360,000 in

Total Service Charges.



“Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided under

the Agreement, specifically excluding: (a) Taxes; (b) charges for equipment (unless otherwise expressly stated herein); (c) charges incurred

for goods or services where Company acts as agent for Customer in its acquisition of goods or services; (d) non-recurring charges; (e)

Governmental Charges; (f) international pass-through access charges (i.e., Type 3/PTT) and charges for international access provided by

Company (i.e., Type 1); and (g) other charges expressly excluded by the Agreement.



Rates and Charges:



Voice Services: In lieu of any other rates and discounts, Customer will pay fixed per-minute rates ranging from $0.0170

to $0.0250 for the following Voice Services.



Domestic Voice Service: Domestic Outbound Voice Service and Domestic Inbound Voice Service, including

Interstate Card Service, based on origination and termination type.



Conferencing Services:



Audioconferencing: In lieu of any other rates and discounts The Customer will pay fixed per-minute rates

ranging from $0.10 to $0.39 for the following Conferencing Services:



Domestic Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing

calls originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S.

Virgin Islands, based on method.



International Audioconferencing: Fixed per-minute rates per participant for international

Audioconferencing calls originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method.



Data Services:



Access:



In lieu of any other rates and discounts, Customer will pay fixed monthly recurring per-circuit local loop charges

ranging from $87 to $1,000 for DS-0, DS-1 and DS-3 Access circuits at 2 NPA/NXX locations mutually agreed

upon by the Customer and the Company.



Private Line Service: The Customer will pay fixed monthly recurring IOC charges ranging from $360.00 to

$638.84 for DS-1 Service between 6 locations mutually agreed upon by the Customer and the Company.



Ethernet Private Line (“EPL”) Metro Service: The Customer will pay a fixed monthly recurring IOC charge of

$1,215 for 150 Mbps EPL Metro Service between 2 locations mutually agreed upon by the Customer and the

Company.



Discounts:

Voice Services: In lieu of any other rates and discounts, the Customer will receive discounts ranging from 25% to 50% for

the following Voice Services:



Switched Data Services: Standard Guide rates for Domestic and international Switched Data Service and Toll

Free Digital Service usage.



Tariffed Usage: Tariffed usages charges and MRCs for Local and Long Distance Service Bundles, excluding

EUCL charges, Operator Service Charges and Directory Assistance.



Data Services: In lieu of any other rates and discounts, the Customer will receive a discount equal to 93% for the

following Data Services:



Private Line Service: Standard Guide Inter-Office Channel Charges and Per-Mile charges for Terrestrial Digital

Service. Customer certifies that any private line circuit will carry more than 10% interstate traffic.



Classifications, Practices and Regulations:



Underutilization: If, in any contract year during the Term, the Customer‟s Total Service Charges do not meet or exceed

the AVC, the Customer shall pay: (a) all accrued but unpaid charges incurred under the Agreement; and (b) an

“Underutilization Charge” in an amount equal to 100% of the difference between the AVC and the Customer‟s total

service charges during such annual period.



Termination with Liability:

If (a) the Customer terminates the Agreement during the Term for reasons other than for Cause or (b) the Company

terminates the agreement for cause, then the Customer will pay, within 30 days after such termination: (i) all accrued but

unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 100% of the unsatisfied AVC

for each contract year (and a pro rata portion thereof for any partial annual period) remaining in the unexpired portion of

the Initial Term on the date of such termination, plus (iii) a pro rata portion of any and all credits received by the

Customer.



Credits:



Billing Adjustment Credit: To provide Customer the benefit of the rates and discounts in this Agreement as of the

Effective Date and until such rates and discounts are implemented, Company shall provide Customer with a one-time

billing adjustment credit equal to $36,000 plus applicable taxes and surcharges. This credit shall compensate Customer

for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's

signature date above and the rates and discounts in this Agreement.



One-Time Credits:



The Customer will receive a $5,920.20 credit applied against the Customer‟s Company service.



The Customer will receive two credits each equal to $8,280 applied against the Customer‟s interstate charges.



Customer will receive a credit, equal to $1,000, applied against Customer's designated Service Charges

incurred for Interstate and International Services and any other services mutually agreed upon by the Customer

and the Company. Customer must order and maintain one Type 1 EPL Metro circuit at one location mutually

agreed upon by the Customer and the Company.Should the Customer not satisfy this condition, the Company

reserves the right to debit the Customer‟s account for a pro rata portion of the above credit.



Fund Deposit:



Customer will receive a credit of $112,500, to be applied to Customer‟s Fund account.



Waiver(s):



The Company will waive the one-time installation and other non-recurring standard charges associated with the

implementation of domestic Company service under this option.





Other Requirements: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

requirements at the time of option enrollment:



The Customer location at one designated NPA/NXX location must be located in a LIT facility.



Promotions: The Customer is eligible for the following promotions as set forth in the Guide:



Competitive Voice II Promotion

Regional Frame Relay and Private IP Promotion

Intralata Pic Fee Credit Promotion

OPTION NO. 4132



1. Term and Renewal Options: The term of service is 36 months.



2. Description of Service: The provisions of SCA Type 1 apply. In addition, for purposes of this option, Company service

usage associated with other products of the Company and its affiliates will be used to ascertain whether the MVR under

Section 3 is satisfied. For purposes of Section 3, “Company service usage” shall be expressed in U.S. dollars.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $84,000 during each

annual period of the term of service (MVR).



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 1 and Feature

Option 2 only for On-Net Service.



4.1 On-Net Voice Services: In lieu of any other rates and discounts, the Customer will be charged the rates and

receive the discounts as set forth in SCA Guide Type 16 for domestic and international On-Net Voice Service

usage.



4.1.1 Features: The Customer will be charged a fixed $0.033 per minute for Enhanced Call Routing (ECR)

Platform usage. The Customer will be charged the following fixed per call rates for ECR Function

usage.



Function Per Call Charge

Menu Routing $0.04

Message Announcement 0.04

Standard Database Routing 0.04

Advanced Database Routing 0.04

Busy/No Answer Rerouting 0.04

Announced Connect 0.04



Per-Use Charge

Caller Takeback $0.04

Takeback and Transfer 0.04



The Company will waive the standard Guide charge for new ECR Application Installation.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.4.1 Access: The Customer will receive the discounts set forth in SCA Guide Type 16 on the Customer‟s

monthly recurring local loop charges.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR, the

Customer will be billed and required to pay an underutilization charge equal to the difference between the

Customer‟s actual usage during that annual period and the MVR, or a pro rata portion thereof for any partial

annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option, and, (ii) pay an early termination charge equal to all of the MVR for each annual period remaining in

the term of service, or a pro rata portion thereof for any partial annual period.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.

6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to a successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4133 (rev. Dec.-05)



1. Term and Renewal Options: The term of service is 24 months (Term).*



*For Term, we assume agreement delivered on the same day the Customer signed, and billing cycle starts on the first of

the month. Exact Term may vary somewhat if agreement delivered later or billing cycle starts after the first of the month.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The Customer‟s Company service usage must equal or exceed $360,000 during each

annual period of the Term (MVR).



4. Rates and Charges: The provisions of SCA Type 1 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 2 only for On-

Net Service.



4.1 Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.026 to $0.035

for the following voice services:



4.1.1 Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and

domestic Card Service usage, based on origination and termination type.



4.1.2 International Voice Service: International Outbound Voice Service, international Inbound Voice

Service, international Card Service usage that originates in the following locations: the U.S.

Mainland, Hawaii and the U.S. Virgin Islands.



The Company will waive the $25 monthly recurring charge for international Toll Free numbers under

this option, based on termination type.



4.2 Audioconferencing: The Customer will be charged the following range of fixed per minute rates $0.10 to

$0.4025 for the following Conferencing Services:



4.2.1 Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing calls

originating and terminating in the U.S. mainland, Alaska, Hawaii, Puerto Rico and the U.S. Virgin

Islands, based on method.



4.2.1.1 Instant Replay Plus: Fixed per minute per-participant rates for Instant Replay Plus usage

using toll free number access and toll number access.



4.3 Videoconferencing: The Customer will be charged the following range of fixed per-minute rates $0.32 to $0.90

per site for the following Videoconferencing Services:



4.3.1 Domestic Videoconferencing: Port usage charges and Dial-Out Transport charges per increment of 2

channel 112/128 kbps for domestic Videoconferencing.



4.3.2 `International Videoconferencing: Dial-Out Transport charges per-minute per increment of 2 channel

112/128 kbps, for domestic Videoconferencing calls originating in the U.S. (excluding Puerto Rico

and Guam) and terminating in the following international locations: Australia, Hong Kong, Japan,

Singapore and the United Kingdom.



5. Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this option.



5.1 Voice Services: The Customer will receive the following range of discounts 5% to 15% for the following Voice

Services:



5.1.1 International Voice Services: International Outbound Voice Service and international Card Service

usage, based on origination and termination type, excluding usage originating or terminating in the

locations set forth in Section 4.1.2. Standard Guide MBS1 rates for International Toll Free Voice

Service, based on origination and termination type.



5.1.2 Conferencing Services: International Audioconferencing usage.



5.2 Data Services: The Customer will receive the following range of discounts 15% to 40% for the following Data

Services:



5.2.1 Access: Standard Guide MBS1 local loop charges for DS-0, DS-1 and DS-3 Access Service.



5.2.2 Frame Relay Service: Monthly recurring Port and PVC charges for domestic Frame Relay Services.

6. Classifications, Practices and Regulations:



6.1 Underutilization: If, in any annual period during the Term, the Customer‟s Total Service Charges do not meet or

exceed the MVR, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and

(b) an underutilization charge in an amount equal to 75 percent of the difference between the MVR and the

Customer‟s total service charges during such annual period.



6.2 Termination with Liability: If (a) the Customer terminates the agreement before the end of the Term for reasons

other than for cause or (b) the Company terminates the agreement for cause, then the Customer will pay within

30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination,

plus (ii) an amount equal to 75 percent of the unsatisfied MVR remaining during the year of termination, and for

each subsequent annual period remaining in the Term, plus (iii) a pro rata portion of any and all credits

received by the Customer.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Recurring Credits: The Customer will receive a monthly recurring credit against interstate and international

charges in an amount equal to a percentage of the standard tariffed rates in effect for the Customer‟s intrastate

Outbound Voice Service usage, excluding Card surcharges, Operator Services and Directory Assistance,

within Alabama, Arizona, Arkansas, California, Colorado, Delaware, Florida, Georgia, Idaho, Illinois, Indiana,

Iowa, Kentucky, Louisiana, Maryland, Michigan, Mississippi, Missouri, Montana, Nebraska, Nevada, New

Hampshire, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,

South Dakota, Tennessee, Texas, Virginia, Washington, West Virginia, Wisconsin and Wyoming, and the

following range of per-minute rates, based on service type $0.0250 to $0.1500.



The Customer will receive a monthly recurring credit against interstate and international charges in an amount

equal to 15 percent of the standard tariffed rates in effect for the Customer‟s intrastate Outbound Voice Service

usage, excluding Card surcharges, Operator Services and Directory Assistance, excluding usage within

Alabama, Arizona, Arkansas, California, Colorado, Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa,

Kentucky, Louisiana, Maryland, Michigan, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire,

New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South

Dakota, Tennessee, Texas, Virginia, Washington, West Virginia, Wisconsin and Wyoming.



The Customer will receive a monthly recurring credit against the Customer‟s total service charges for interstate

service under this option in an amount equal to 15 percent of the standard tariffed rates in effect for the

Customer‟s intrastate Inbound Voice Service usage during such monthly billing period. In no event shall the

amount of any such credit exceed the Customer‟s interstate total service charges for the monthly billing period

in which the credit is to be applied.



6.6 Promotions: The Customer is eligible for the following promotions as set forth in the Guide:



IntraLATA PIC Fee Credit Promotion



7. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4134 (rev. Dec. -06, Amendment 9)



1. Term and Renewal Options: The term of service is 42 months. For purposes of this option, the first 3 Months of the Term

are defined as the Ramp Period.



Following the expiration of the Initial Term, the Customer may elect to continue service under this option for one

additional 12 month period subject to the terms and conditions, including rates and discounts set forth under this option

(Extension Term) upon 30 days prior written notice



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed the following terms

during each annual period of the Term (MVR).



First Contract Year $3,000,000

Second Contract Year $4,000,000

Third Contract Year $5,000,000

Fourth Contract Year (extended term) $5,000,000



4. Rates and Charges: The provisions of SCA Type 2 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Options 2

and 3 only for On-Net Service.



4.1 Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.0385 to $1.0400

for the following voice services:



4.1.1 Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and

domestic Card Service usage, based on origination and termination type. The Customer will be

charged a fixed $0.30 per-call surcharge for domestic Card calls and a fixed $0.50 per-call surcharge

for international Card calls.



4.1.2 International Voice Service: International Outbound Voice Service, international Card usage

originating or terminating in the following locations: Australia, Bahamas, Canada, Fiji Islands, France,

French Polynesia, Italy, Jamaica, Japan, Mexico, United Kingdom. International Inbound Voice

Service usage originating in the following locations: Canada



4.1.3 Directory Assistance. The Customer will be charged a fixed $0.75 per-call charge for domestic

Directory Assistance calls.



4.2 Audioconferencing: The Customer will be charged the following range of fixed per-minute rates $0.0425 to

$0.5400 for the following Conferencing Services:



4.2.1 Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing calls

originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin

Islands, based on method.



4.2.1.1 International Audioconferencing: Fixed per-minute rates per participant for international

Audioconferencing calls originating in the U.S. Mainland, Alaska, Hawaii and the U.S.

Virgin Islands and terminating in Canada, and originating in Canada and terminating in the

U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands, based on method.



Global Access Transport Charges (U.S. Bridged): Per-minute per-bridge port usage

charges, based on availability of service, zone and origination access type.





4.3 Videoconferencing: The Customer will be charged the following range of fixed per-minute rates $0.1900 to

$4.000 per site for the following Videoconferencing Services:



4.3.1 Domestic Videoconferencing: Port usage charges and Dial-Out Transport charges per increment of 2

channel 112/128 kbps, for domestic Videoconferencing calls originating and terminating in the U.S.

Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin Islands.



4.3.2 International Videoconferencing: Dial-Out Transport charges per-minute per increment of 2 channel

112/128 kbps for international Videoconferencing calls originating in the U.S. (excluding Puerto Rico

and Guam) and terminating in selected international locations, based on the Service Regions listed

in the Guide.



4.4 Access: The Customer will be charged the following range of fixed monthly recurring per-circuit local loop

charges $100 to $2,000 for the following Access Services based on Circuit Type:

DDS, DS-0, DS-1, DS-3



4.5 Frame Relay Service: The Customer will be charged the following range of fixed monthly recurring port charges

for domestic Frame Relay Service based on port speed $407 to $13,371. For Zero CIR PVCs the Customer will

be charged the greater amount of $5.00 or $0.065 per megabyte. The Customer will be charged the following

range of fixed monthly recurring maximum charges for Usage Based PVCs, based on CIR $22.04 to

$53,832.35.



5. Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this option.



5.1 Voice Services: The Customer will receive a range of discounts equal to 17% to 40% for the following Voice

Services:



5.1.1 International Voice Services: International Outbound Voice Service, international Inbound Voice

Service and international Card service usage, based on origination and termination type, excluding

usage originating or terminating in the locations set forth in Section 4.1.2.



5.1.2 Conferencing Services: International Audioconferencing usage and Net Conferencing usage.



5.2 Data Services: The Customer will receive the following range of discounts 64% to 91% for the following Data

Services:



5.2.1 Private Line Service: Inter-Office Channel Charges and Per-Mile charges for DS-0 and DS-1 Service.



5.2.2 Frame Relay Service: Standard Guide MBS2 Monthly recurring port and PVC charges for domestic

Frame Relay Service.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If, in any annual period during the Term, the Customer‟s Total Service Charges do not meet or

exceed the MVR, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and

(b) an underutilization charge in an amount equal to 50 percent of the difference between the MVR and the

Customer‟s total service charges during such annual period.



If during any month of the Extension Term the Customer fails to satisfy the Extension Term MVR, the

Customer will be billed and required to pay (a) all accrued but unpaid charges incurred under the agreement

and (b) an underutilization charge equal to the difference between the Customer‟s total service charges during

such month and the Extension Term MVR.



6.2 Termination with Liability: If (a) the Customer terminates the agreement before the end of the Initial Term for

reasons other than for cause or (b) the Company terminates the agreement for cause, then the Customer will

pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such

termination, plus (ii) an amount equal to the unsatisfied MVR for each annual period (and a pro rata portion

thereof for any partial annual period) remaining in the unexpired portion of the Initial Term on the date of such

termination, plus (iii) a pro rata portion of any and all credits provided to the Customer.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



6.4 Waiver :



The Company will waive the Customer‟s monhtly recurring charge for Enhanced Call Routing Feature Service –

Automatic Speech Recognition.



The Company will waive the Customer‟s monhtly recurring charge for Enhanced Call Routing Feature Service –

Simply Speech.





6.5 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.6 Recurring Credits: The Customer will receive a monthly recurring credit against domestic, interstate charges in

an amount equal to the difference between the standard tariffed rates in effect for the Customer‟s intrastate

Outbound Voice Service usage within Alabama, Arizona, Arkansas, California, Colorado, Connecticut,

Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,

Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, new

Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon,

Pennsylvania, Rhode Island, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia,

Wisconsin and the following range of per-minute rates, based on origination and termination type $0.0190 to

$0.1500.

The Customer will receive a monthly recurring credit against domestic, interstate charges in an amount equal

to the difference between the standard tariffed rates in effect for the Customer‟s intrastate Inbound Voice

Service usage within Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida,

Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,

Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, new Hampshire, New Jersey, New

Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island,

Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin and the following range of

per-minute rates, based on origination and termination type $0.0330 to $0.1867.



7. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4135



1. Term and Renewal Options: The term of service is 12 months.



Following the expiration of the term of service, service under this option will continue for an additional 12-month period

subject to the terms and conditions, including rates and discounts set forth under this option (Extension Term). The

Customer may elect to forego the Extension Term by providing the Company written notice at least 60 days prior to the

expiration of the term of service



2. Description of Service: The provisions of SCA Type 1 apply. In addition, for purposes of this option, Company service

usage associated with other products of the Company and its affiliates will be used to ascertain whether the MVR under

Section 3 is satisfied. For purposes of Section 3, “Company service usage” shall be expressed in U.S. dollars.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $12,000 during each

annual period of the term of service (MVR).



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.35

Premier MCI Toll Free Meet-Me Access 0.30

Premier Toll Meet-Me Access 0.30

Standard Dial-Out Access 0.24

Standard MCI Toll Free Meet-Me Access 0.20

Standard Toll Meet-Me Access 0.20

Unattended Toll Free Meet-Me Access 0.14

Unattended Toll Meet-Me Access 0.14

Instant Meeting Dial-Out 0.14

Instant Meeting Toll Free Meet Me 0.14

Instant Meeting Toll Meet Me 0.14



4.1.1 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.26 per-minute per-participant for Net Conferencing usage and a fixed $0.29 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



4.1.2 Instant Replay Plus: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.24 per-minute per-caller charge for toll free number access and a fixed $0.24 per-minute per-

caller charge for toll number access.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR, the

Customer will be billed and required to pay an underutilization charge equal to 50 percent of the difference

between the Customer‟s actual usage during that annual period and the MVR, or a pro rata portion thereof for

any partial annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option; and, (ii) pay an early termination charge equal to 50 percent of the MVR for each annual period

remaining in the term of service, or a pro rata portion thereof for any partial annual period.

6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4136



1. Term and Renewal Options: The term of service is 12 months.



2. Description of Service: The provisions of SCA Type 1 apply. In addition, for purposes of this option, Company service

usage associated with other products of the Company and its affiliates will be used to ascertain whether the MVR under

Section 3 is satisfied. For purposes of Section 3, “Company service usage” shall be expressed in U.S. dollars.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $60,000 during each

annual period of the term of service (MVR).



3.1 The Customer‟s domestic audioconferencing usage must equal or exceed $60,000 during each annual period

of the term of service (Conferencing Subminimum).



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.320

Premier MCI Toll Free Meet-Me Access 0.290

Premier Toll Meet-Me Access 0.290

Standard Dial-Out Access 0.220

Standard MCI Toll Free Meet-Me Access 0.150

Standard Toll Meet-Me Access 0.150

Unattended Toll Free Meet-Me Access 0.055

Unattended Toll Meet-Me Access 0.055

Instant Meeting Dial-Out 0.055



4.1.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:



Method Rate

Premier Dial-Out Access $0.41

Premier MCI Toll Free Meet-Me Access 0.38

Standard Dial-Out Access 0.30

Standard MCI Toll Free Meet-Me Access 0.27

Unattended Toll Free Meet-Me Access 0.16

Instant Meeting Toll Free Meet-Me 0.16



4.1.2 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.18 per-minute per-participant for Net Conferencing usage and a fixed $0.29 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



4.1.2.1 Reserved Net Conferencing Option PW: The Customer will be charged the following fixed

monthly recurring charges for Option PW, based on the number of seats provided under

the option and whether the Customer subscribes to SSL for the service.



Call Type/Charge

Reserved Seats Without SSL With SSL

5 – 10 $158 $194

11 – 50 117 158

51 – 150 108 135

151+ 99 120



The Customer will be charged a fixed $7.50 overage charge (per each 15 minute

increment) for each seat that exceeds the number of seats to which the Customer

subscribes.



4.1.2.2 Reserved Net Conferencing Option WX: The Customer will be charged the following fixed

monthly recurring charges for Option WX for which the Customer does not subscribe to

SSL, based on the number of seats provided under the option:



Reserved Seats Charge

5 – 25 $180

26 – 50 135

51 – 200 113

201 + 95



The Customer will be charged a fixed $7.50 overage charge (per each 15 minute

increment) for each seat that exceeds the number of seats to which the Customer

subscribes.



The Customer will be charged the following fixed monthly recurring charges for Option WX

for which the Customer subscribes to SSL, based on the number of seats provided under

the option:



Reserved Seats Charge

5 – 25 $194

26 – 50 158

51 – 150 135

151 + 135



The Customer will be charged a fixed $7.50 overage charge (per each 15 minute

increment) for each seat that exceeds the number of seats to which the Customer

subscribes.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR and/or

the Conferencing Subminimum, the Customer will be billed and required to pay an underutilization charge

equal to the difference between the Customer‟s actual applicable usage during that annual period and the MVR

and/or the Conferencing Subminimum, as applicable, or a pro rata portion thereof for any partial annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option; and, (ii) pay an early termination charge equal to all of the MVR for each annual period remaining in

the term of service, or a pro rata portion thereof for any partial annual period.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.



Jun.-04

OPTION NO. 4137 (rev. May 10, Amendment 20)



1. Term and Renewal Options: The term of service is 86 months (Initial Term).



Following the expiration of the term of service, the Customer may elect to extend service under this option for up to three

(3) additional 12-month periods (Extension Term) subject to the terms and conditions, including rates and discounts set

forth under this option by providing the Company written notice at least 30 days prior to the expiration of the term of

service or the then current 12-month period of the Extension Term.



The Customer has elected to exercise the Extension Term option for the first 12-month period.



Following the expiration of the term of service or termination of service under this option prior to the expiration of the term

of service (other than termination by the Company for cause), service under this option will continue for an additional 10-

month period subject to the terms and conditions, including rates and discounts set forth under this option (Ramp Down

Period).



Term shall mean the Initial Term and the Extension Term.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The Customer‟s Company service usage must equal or exceed $3,000,000 during the

Term (MVR).



3.1 Customer agrees to purchase no less than Two Million Dollars ($2,000,000) in Total Service Charges during the

Extended Term as defined in the agreement. If Customer extends the agreement Customer further agrees to purchase no

less than Six Hundred Sixty Six Thousand and Six Hundred and Sixty Seven Dollars ($666,667) during the one-year

extension period (the “AVC”), which such amount shall be added to the agreement by amendment.



4. Rates and Charges: The provisions of SCA Type 1 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Options 1, 2 and 3

only for On-Net Service.



4.1 Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.015 to $0.4825

for the following Voice Services:



4.1.1 Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and

domestic Card Service usage, based on origination and termination type. The Customer will be

charged a fixed $0.35 per-call surcharge for domestic On-Net Card calls and a fixed $0.80 per-call

surcharge for international On-Net Card calls.



The Customer will receive Company's Network Manager - Quota Routing inbound toll-free Service

feature at no charge during a Trial Period designated by the Company, which shall be no less than

60 days. Company may terminate the Trial Period at any time after the 60-day minimum period by

providing the Customer with at least 30 days' notice. The Company will make reasonable efforts to

provide Customer with a pricing schedule and upon expiration of the 30-day notice period, the

Customer will pay the rates set out in the pricing schedule (or Verizon's standard Guide rates, if there

is no pricing schedule) if it elects to continue the Network Manager - Quota Routing feature.



4.1.2 International Voice Services: International Outbound and Inbound Voice Service originating and

terminating in the following locations: Canada, India, and the United Kingdom.



International Card Surcharge per Call. For International Card calls originating in the U.S., Customer

will pay a fixed surcharge per call of $0.80.



4.1.3 Switched Data: Domestic Outbound Switched Data and Toll Free Digital Service usage in multiples

of 64 kbps within the U.S. Mainland or Hawaii.



4.2 Audioconferencing: The Customer will be charged the following range of fixed per-minute rates $0.0200 to

$0.6000 for the following Conferencing Services:



4.2.1 Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing calls

originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin

Islands, based on method.



4.2.1.1 International Audioconferencing: Fixed per-minute rates per participant for international

Audioconferencing calls originating in the U.S. Mainland, Alaska, Hawaii, and the U.S.

Virgin Islands and terminating in Canada, and originating in Canada and terminating in the

U.S. Mainland, Alaska, Hawaii, and the U.S. Virgin Islands, based on method.

4.2.1.2 Instant Meeting Subscription: The Customer will be charged the following range of

subscription fees $69.95 to $109.95 based on the number of ports reserved up to 100

ports.



The Company will waive the Instant Meeting Subscription fee for up to 50 ports.



4.2.2 Global Access Transport Charges: Fixed per-minute per bridge-port usage charges based on

availability of service, zone (A-G) and Local Toll or Local Freephone originating access type.



4.3 Videoconferencing: The Customer will be charged the following range of fixed per-minute rates $0.24 to $4 per

site for the following Videoconferencing Services:



4.3.1 Domestic Videoconferencing: Port usage charges and Dial-Out Transport charges per increment of

2 channel 112/128 kbps, for domestic videoconferencing calls originating and terminating in the U.S.

Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin Islands, based on monthly usage (as

measure in minutes of use).



4.3.2 International Videoconferencing: Dial-Out Transport charges per-minute per increment of 2 channel

112/128 kbps for international Videoconferencing calls originating in the U.S. (excluding Puerto Rico

and Guam) and terminating in selected international locations, based on the Service Regions listed

in the Guide and monthly usage (as measured in minutes of usage).



4.4 Access: The Customer will be charged the following range of fixed monthly recurring per-circuit local loop

charges $150 to $4,805 for the following Access Services based on Circuit Type: DS-3 and OC-3 Circuits at 8

NPA/NXX locations.



The Customer will receive the discounts associated with the 5-year Access Term Plan on the Customer‟s

monthly recurring local loop charges for Analog Access, Digital Data Service Access, DS-0 Access.



If at least 30 percent of the Customer‟s locations are Lit Building locations, the Company will waive the

Customer‟s monthly recurring local loop charges for DS-1 Access and DS-3 Access circuits located in a

Company Lit Building.



In lieu of any other rates or discounts, Customer shall pay a fixed monthly, recurring local loop charge of

$195.00 for DS-1 access. This charge will remain fixed for the term.



For Dedicated Access Customer will pay will pay a monthly recurring charge of $90 for DS0 local loop



Dedicated Access Service. Customer shall pay the following local loop charges, which shall be fixed for the

Term, for DS-1 and DS-3 circuits:

Circuit Type Monthly Recurring Local Loop Charge Per Circuit

DS-0 $90

DS-1 $175

OC-3 ICB



Type 1 DS-1 & DS-3 $0 (will be billed according to circuit ID)

Type 1 OC-3 $1,000 (will be billed according circuit ID).



Customer shall pay a fixed monthly recurring charges ranging from $121.22 to 268.70 for DS-1 network access

at two (2) mutually agreed upon locations by Customer and Company.





4.5 Private Line Service:



4.5.1 US Private Line Service. The Customer will be charged the following range of fixed monthly

recurring per-circuit per circuit mile charges for domestic Private Line Service, based on DS-0, DS-1,

DS-3 and OC-3 Services and circuit mileage from 0-1,501+,: $03.50 to $0.28 and a monthly

minimum charge per circuit of $90 to $900.



The Customer will be charged the following fixed monthly recurring per-circuit per circuit mile charges

for domestic Private Line Service, based on DS-3 speed, provided that the US Private Line Service

both originates and terminates at Type 1 locations: $2.25





For DS0 Private Lines, for mileage 0-1,501+, Customer shall pay fixed charge of $90 and a rate ranging from

$0.52 to $0.28 per DS0 mile.



For DS1 Private Lines, Customer shall pay fixed charge of $180 and a rate of $0.50 per DS1 mile, 0+.

For DS3 and OC3 Private Lines, Customer shall pay fixed charge of $900 and a rate ranging from $2.75 to

$3.50 per DS3 and OC3 mile. Type 1 access charges will range from $2.00 to 2.50 per mile.



For GigE MPL, Customer shall pay fixed charge of $5,600 for 0+ milage.





4.5.2 Metro Private Line Service: For Type 1 Metro Private Line access, Customer will receive Company‟s

3-year rates. For all other Types of Metro Private Line access, Customer will receive Company‟s 1-

year rates.



4.5.3 Ethernet Private Line Service: The Customer will be charged the following fixed monthly recurring

charges ranging $1,245 to $5,600 for the following Ethernet Private Line Services: GigE Ethernet

Private Line Services and EPL-Metro at Type 1 (Lit Building) Customer locations.



4.6 Features: The Customer will be charged a fixed $0.0285 per-minute charge for Enhanced Call Routing (ECR)

Platform usage. The Customer will be charged the following range of fixed per-call rates $0.09 to $0.35 for

ECR Function usage.



A $0.01 per-call minimum feature charge will apply.



5. Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this option.



5.1 Voice Services: The Customer will receive the following range of discounts 18% to 47% for the following Voice

Services:



5.1.1 International Voice Services: Standard rates for International Outbound Voice Service and

international Inbound Voice Service usage, based on origination and termination type, excluding

usage terminating in the locations set forth in Section 4.1.2 above.



5.1.2 Conferencing Services: Standard rates for international Audioconferencing usage.



5.2 Data Services: The Customer will receive the following range of discounts 10% to 70% for the following Data Services:



5.2.1 Frame Relay Service: Standard VBSII monthly recurring port and PVC charges for domestic Frame

Relay Service.



5.2.2 Converged Ethernet Access. Monthly Recurring Charges for Type 1 (Lit Building) Converged

Ethernet Access.



5.2.3 Network Access. Standard VBSII Monthly Recurring Charges for DS0 and DS3 Network Access

Service.





6. Classifications, Practices and Regulations:



6.1 Underutilization: If during the term of service the Customer fails to satisfy the MVR, the Customer will be billed

and required to pay an underutilization charge equal to 50 percent of the difference between the Customer‟s

actual usage during the term of service and the MVR.



If during any 12-month period of the Extension Term the Customer fails to satisfy the Extension Term MVR, the

Customer will be billed and required to pay an underutilization charge equal to 50 percent of the difference

between the Customer‟s actual usage during that 12-month period and the Extension Term MVR, or a pro rata

portion thereof for any partial 12-month period of the Extension Term.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option, if termination occurs within the first annual period of the term of service; and, (ii) pay an early

termination charge equal to 25 percent of the MVR remaining in the term of service.



The Customer will not be required to repay a pro rata portion of all credits received under this option, if

termination occurs following completion of the first annual period of the term of service.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



The Customer will receive a $75,000 credit applied against the Customer‟s domestic, interstate charges in

Month 6 of the term of service.



The Customer will receive a $75,000 credit applied against the Customer‟s domestic, interstate charges in

Month 12 of the term of service.

The Customer will receive a $50,000 credit applied against the Customer‟s Company service charges in Month

6 of the term of service.



The Customer will receive a $50,000 credit applied against the Customer‟s Company service charges in Month

18 of the term of service.



If during any annual period of the term of service, the Customer‟s Company service usage equals or exceeds

one of the following amounts, the Customer will receive the corresponding credit to be applied against the

Customer‟s Company service charges in the following annual period of the term of service (Credit #2).



Annual Company Service Usage Credit

$816,000.00 - $1,631,999.99 $24,480*

$1,632,000.00 - $2,039,999.99 48,960

$2,040,000.00 - $2,855,999.99 61,200

$2,856,000.00 - $3,671,999.99 85,680

$3,672,000.00 - $4,079,999.99 110,160

$4,080,000.00 - $4,895,999.99 122,400

$4,896,000.00 + 144,880



*The $816,000.00 - $1,631,999.99 Annual Company Service Usage Tier credit is only available

during the first annual period of the term of service.



If during any consecutive 6-month period prior to the end of the second annual period of the term of service,

the Customer‟s Company service usage equals or exceeds $250,000 per month, the Customer will receive a

$100,000 credit applied against the Customer‟s Company service charges (Credit #3). In addition, if the

Customer‟s Company service usage equals or exceeds $250,000 per month during the subsequent 12 months,

the Customer will receive an additional $100,000 credit applied against the Customer‟s Company service

charges (Credit #4).



Provided the Customer executes the Tenth Amendment by June 1, 2007, the Customer will receive a Billing

Adjustment Credit of $80,000 in order to give Customer the benefit of the Tenth Amendment rates as of June

1, 2007.



The Customer shall receive a one-time credit of $30,000, during the second monthly billing period following the

Tenth Amendment Effective Date.



Subject to the applicable Qualifying Conditions, the Customer will be eligible for two Long Distance Usage

Credits of $10,000 each, to be credited via a subsequent Amendment, during the second monthly billing period

following Customer‟s fulfillment of each such Qualifying condition.



The Customer will receive a one-time credit of $15,000, plus applicable taxes and surcharges, as provided by

the Eleventh Amendment, in consideration for having ordered new Company call center services. The

issuance of this credit completes Company's obligation to provide a one-time new service credit under the

Eleventh Amendment.



Billing Adjustment Credit. Company shall provide Customer with a one-time billing adjustment credit equal to

$5,656 to provide Customer the benefit of the rates contained in the eleventh amendment as full compensation

for any difference between the invoiced rates and the contract rates during this period of time.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of receipt of the

Company‟s invoice.



6.5 Recurring Credits: The Customer will receive a monthly recurring credit against domestic, interstate charges in

an amount equal to 35 percent of the standard tariffed rates in effect for the Customer's intrastate On-Net

Outbound Service and Inbound Service usage.



6.6 Promotions: The Customer is eligible for the following promotions as set forth in the Guide: Audioconferencing

$25 Customer Promotion, Reach the Network Tiered Access Promotion and MCI Loyalty Plus Promotion III,

Company Business Promotion for New Long Distance Customers; LD Voice- InterLATA Pic Fee Credit

Promotion; LD Voice- IntraLATA Pic Fee Credit Promotion.



6.7 Qualifying Conditions:



6.7.1 In order to receive the first Long Distance Usage Credit of $10,000, Customer must use at least

1,750,000 minutes of Company Business Long Distance Voice Services in two (2) consecutive

monthly billing periods. In order to receive the second Long Distance Usage Credit of $10,000,

Customer must use at least 3,500,000 minutes of Company Business Long Distance Voice Services

in two (2) consecutive monthly billing periods.

7. Waivers: Company will waive the one-time installation charges associated with the implementation of

Services within the 48 contiguous States of the U.S. provided under this Agreement; except for the following

services: (i) eDSL, (ii) VPN, (iii) PTT / third party services (including International Access and Company International),

(v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster

Recovery, (xi) Audio, Video, and Net Conferencing, (xii) Voice over IP Services, (xiii) Security Services, (xiv) Non-

Listing/Non-Published Service, and (xv) Telecommunications Service Priority.





8. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4138 (rev. Feb. 11, Amendment 14)



Initial Term: 36 months



Commencing on the 4TH Amendment Effective Date, the Term will start anew and continue for a period of 36 months.



Commencing on the 11th Amendment Effective Date, the Term will start anew and continue for a period of 12 months.



Commencing on November 1, 2010, the Term will be extended for sixty (60) days.



At the completion of the Initial Term, the Agreement is automatically extended (“Extended Term”) on a month-to-month basis until

either party terminates it upon 30 days prior written notice. The terms of the Agreement will continue to apply during any service-

specific commitments that extend beyond the Term.



Annual Volume Commitment (“AVC”): $3,000,000.00 in Total Service Charges (“AVC”) during each contract year of the Term.



Conferencing Subminimum: As part of the AVC, during each Contract Year, Customer‟s Total Service Charges for

Conferencing Service must equal or exceed $120,000 “Conferencing Subminimum”).



“Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided under

the Agreement, specifically excluding: (a) Taxes; (b) charges for equipment (unless otherwise expressly stated herein); (c) charges for

Company ILEC services (d) Company Wireless charges, (e) charges incurred for goods or services where Company acts as agent for

Customer in its acquisition of goods or services; (f) non-recurring charges; (g) Governmental Charges; (h) international pass-through access

charges (i.e., Type 3/PTT) and charges for international access provided by Company (i.e., Type 1); and (i) other charges expressly excluded

by the Agreement.



Rates and Charges:



Voice Services: In lieu of any other rates and discounts, the Customer will pay fixed per-minute rates ranging from

$0.0000 to $0.2000 for the following voice services:



Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and domestic

Card Service usage, based on origination and termination type.



International Voice Service: International Outbound Voice Service, international Inbound Voice Service and

international Card usage originating or terminating in the following locations: Canada, Mexico.



Switched Data: Domestic Outbound Switched Data and Toll Free Digital Service usage in multiples of 64 kbps

within the U.S. Mainland or Hawaii.



Global Business Line: U.S. and Canada originating International Inbound Service terminating in the following

location: Canada.



Domestic Enhanced Call Routing: Domestic Platform Charges (beginning when the ECR system answers the

call and ending when the call is released to Customer‟s service location) and Domestic transport charges.



In lieu of any other rates and discounts, Customer will pay fixed per-call rates ranging from $0.10 to $0.50 for the

following Voice Services:



Domestic Card Calls:



International Card calls: International Card calls originating in the U.S.



Toll Free Service: In lieu of all other rates, discounts, or promotions, Customer will pay fixed monthly recurring charges

ranging from $25.00 to $50.00 for Toll Free Service, based on Termination.



Termination

DAL

CBL



Conferencing Services:



Audioconferencing: In lieu of any other rates and discounts, Customer will pay fixed per-minute per bridge

rates ranging from $0.0155 to $0.3600 for the following Conferencing Services:



Domestic Audioconferencing: Fixed per-minute rates per participant for domestic

Audioconferencing calls originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto

Rico, and the U.S. Virgin Islands, based on method.

Canadian Audioconferencing: For Audio Conferencing Dial Out and Toll Free Meet-Me Access (1)

originating in the U.S. Mainland, Alaska, Hawaii, and the U.S. Virgin Islands and terminating in

Canada, and (2) originating in Canada and terminating in the U.S. Mainland, Alaska, Hawaii, and the

U.S. Virgin Islands.



Global Access Transport Charges (U.S. Bridged): Per-minute per-bridge port usage charges, based

on availability of service, zone and origination access type. Bridging charges are additional and are

priced at Customer's applicable Toll Meet Meet-Me Access rate per minute.



Freephone (IFN) Transport Zone A – G.



Videoconferencing: In lieu of any other rates and discounts, Customer will pay fixed per-minute rates ranging

from $0.1100 to $4.000 for the following Videoconferencing Services:



Domestic ISDN Videoconferencing: Port usage charges per minute per video bridge port (“Bridging

Charges”) and dial-out transport usage charges per minute for transport (per 2 channels 112/128

kbps), with rounding to the next higher full minute. Bridging Charges include charges based on

charge type, including Premier/Standard/Unattended ISDN Bridging and Instant Video ISDN Bridging

and there is an additional per call minute charge for Premier Video Conferencing. Transport

charges apply to the following countries: US, Australia, Hong Kong, Japan, Singapore, UK, Thailand,

Indonesia and Video Regions 1-4.



Data Services:



Access:



In lieu of any other rates and discounts, Customer will pay fixed monthly recurring per-circuit local loop charges

ranging from $90 to $200 for the following circuit types: DS-0, DS-1.



In lieu of any other rates and discounts, the Customer will pay a monthly recurring per-circuit local loop charge

for of $550 for DS-3 Service at 2 NPA/NXX locations in a Company Lit Building.



Private Line Service:



Domestic Private Line Service: In lieu of any other rates or discounts, Customer will pay fixed monthly

recurring per-circuit charges ranging from $100 to $250 and per-circuit mile charges ranging from $0.40 to

$0.85 for domestic Private Line DS0 and DS1 Service. Customer certifies that any private line circuit will carry

more than 10% interstate traffic.



Metro Private Line Service: The Customer will be charged the following range of monthly recurring per-circuit

charges for Point-to Point, End Link and Hub IntraLATA connections based on DS-0 Service, DS-1 Service,

DS-3 Service, OC-3 Service, OC-12 Service and OC-48 Service: $50 to $29,489.



In lieu of all other rates or discounts, the Customer will pay fixed monthly recurring charges ranging from $50 to

$29,489 for Point-to-Point, End Link and Hub IntraLATA connections for DS0, DS1, DS3, OC3, OC12 and

OC48 Metro Private Line Service.



In lieu of any other rates and discounts, the Customer will pay non-recurring installation charges ranging from

$101 to $1,000 for Metro Private Line Service.



In lieu of any other rates and discounts, the Customer will pay monthly recurring per-circuit charges ranging

from $11 to $39 for SONET Interface connections associated with DS-1, DS-3, OC-3, OC-12 and OC-48

Service.



In lieu of any other rates and discounts, the Customer will pay non-recurring installation charges ranging from

$50 to $100 for SONET Interface connections.



Frame Relay Service: In lieu of any other rates or discounts, Customer will pay fixed monthly recurring port

and PVC charges based on port speed for domestic Frame Relay Service ranging from $3.75 to $9,151.50.



Discounts:



Voice Services: In lieu of any other rates and discounts, the Customer will receive discounts ranging from 25% to 40% for

the following Voice Services:



International Voice Services: Standard Guide MBS1 rates for International Outbound Voice Service and

international Inbound Voice Service based on origination and termination type, excluding usage originating or

terminating in the locations set forth in Rates and Charges.

Tariffed Usage: Tariffed usages charges and MRCs for Local and Long Distance Service Bundles, excluding

EUCL charges, Operator Service Charges and Directory Assistance.



Data Services: In lieu of any other rates and discounts, the Customer will receive a 65% discount for the following Data

Services:



International Frame Relay Service: Monthly recurring port and PVC charges for international Frame Relay

Service.



Classifications, Practices and Regulations:



Underutilization: If, during the Term, Customer‟s Total Service Charges do not meet or exceed the TVC, than Customer

shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an

amount equal to 50% of the difference between the AVC and Customer‟s Total Service Charges during such contract

year.



Conferencing Subminimum Underutilization Charges: If, in any contract year during the Term, Customer‟s Total

Service Charges for Conferencing do not meet or exceed the Conferencing Subminimum, then Customer shall

pay; (i) all accrued but unpaid charges incurred under the agreement; and (ii) an Underutilization Charge equal

50% of the difference between the Conferencing Subminimum and Customer‟s Total Service Charges for

Conferencing Service during the contract year.



Termination with Liability: If: (a) Customer terminates this Agreement before the end of the Term for reasons other than

Cause; or (b) Company terminates this Agreement pursuant to the Sections entitled “Termination for Cause” or

“Termination by Company”, then Customer will pay, within thirty (30) days after such termination: (i) all accrued but

unpaid charges incurred through the date of such termination, plus (ii) an amount equal to fifty percent (50%) of the

unsatisfied TVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term,

plus (iii) a pro rata portion of any and all credits received by Customer. In the event that Customer terminates the

Agreement and incurs early termination charges pursuant to this provision, Customer shall not be charged

Underutilization Charges for the current contract year or future contract years.



Termination by Company: Company may discontinue service and/or terminate this Agreement immediately upon notice

to Customer if Customer provides false information to Company regarding Customer‟s identity, creditworthiness, or its

planned use of the Services and Customer has not corrected the information within thirty (30) days after Company

requests a correction. Company may discontinue service immediately, without notice, if interruption of service is

necessary to prevent or protect against fraud or otherwise protect Company‟s personnel, facilities or services.



Credits:



One Time Credits:



The Customer will receive a $900,000 credit applied against the Customer‟s Company Service Charges.



The Customer will receive a $1,320,000 credit applied against the Customer‟s Company Service Charge.



The Customer will receive a $312,000 credit applied against the Customer‟s Company Service Charges.



The Customer will receive a $300,000 credit in month 29 and a $200,000 credit applied against the

Customer‟s Company Service Charges.



The Customer will receive a one-time credit of $11,800 to correct Company Type 1 pricing, to be applied

against the Customer‟s designated Service Charges incurred for Interstate and International Services and

any other Services mutually agreed upon by the Customer and the Company. Taxes owed by the Customer

are excluded from the above credit amount and are still to be calculated. The Company shall calculate such

tax and credit it to the Customer‟s account.



PIC Fee Credit: The Customer will receive a credit in an amount equal to $5 per-line for each PIC change

charge incurred by the Customer in converting to Company Service.



The Customer will receive a $1,500 credit applied against the Customer‟s Company Service Charges.



Signing Bonus: Customer will receive a $10,000 credit applied against Customer‟s interstate and

international Total Service Charges.



Monitoring Condition: Customer must order and maintain 3 new 100 Mbps Private IP Ports and the

circuits must remain installed for 1 year. If this condition is not met, Company reserves the right to

charge back full credit.



Recurring Credits:

Local Service – CLEC Credit Based on Local Usage: Customer will receive a credit equal to 30% multiplied

times Customer‟s Tariffed usage charges and MRCs for Local Service and Local and Long Distance Service

Bundles under this Service Attachment excluding EUCL charges, Operator Service Charges and Directory

Assistance. The resulting dollar amount of the credit will be applied to Customer's Total Service Charges (plus

equipment charges), excluding charges for intrastate telecommunications service. This credit will be reflected

on Customer‟s invoice, adjustment memo or other billing document within two billing cycles after the billing

cycle on which it is based. Notwithstanding the foregoing, in no event may the amount of such credit exceed

Customer's Total Service Charges (plus equipment charges) – excluding charges for intrastate

telecommunications service – for the monthly billing period in which that credit is to be applied.



Other Requirements: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

requirements at the time of option enrollment:



 The Customer must migrate at least 250 Frame Relay Service sites from another telecommunications service provider to

the Company; and,

 At least 97% of the Customer‟s inbound Company service usage (as measured in minutes of use) must be domestic,

interstate and international usage.



Credit Qualifying Conditions:



If Customer fails to order CPE and CPE maintenance within the Term of the Agreement, Company reserves the right to

reduce the one time credits issued in months 1 and 13, following the Fourth Amendment Effective Date, from Three

Hundred Thousand Dollars ($300,000.00) to Two Hundred Fifty Thousand Dollars ($250,000.00). In the event the credit

has been issued, then Customer agrees to repay to Company the difference of the credit amounts referred to herein, Fifty

Thousand Dollars ($50,000.00).



If Customer terminates the Company CPE maintenance agreement prior to twelve (12) months of billing, then Company

reserves the right to reduce the credit to be issued in month 13 by up to an amount equal to One Hundred Thousand Dollars

($100,000.00) based upon a prorated amount depending on the number of months that Customer does not utilize CPE

maintenance. In the event the credit has been issued, then Customer agrees to repay to Company the difference of the

credit amounts referred to herein on a pro-rata bass.



If Customer exercises its rights under the Significant Business Changes provision set forth below in the first Contract Year

following the Fourth Amendment Effective Date, then Customer agrees to amend the Agreement to delete the Credit that is

scheduled to be applied in the thirteen (13th) month following the Fourth Amendment Effective Date.



Waivers:



The Company will waive the non-recurring $1,000 start-up charge for Enhanced Call Routing.



The Company will waive the one-time installation and other non-recurring standard charges associated with the

implementation of domestic Company service under this option.



The Company will waive the non-recurring $5,000 set-up charge for establishment of a Corporate ID.



Installation Waiver: The Company will waive the one-time installation charges associated with the implementation of

Services within the 48 contiguous States of the U.S. provided under this Agreement. Usage charges, monthly recurring

charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges

imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other

Governmental Charges will not be waived.



Promotion: The Customer is eligible for the following promotion as set forth in the Guide:



COMPANY BUSINESS SERVICES BILLING GUARANTEE PROMOTION



Affiliates:



Customer's Affiliates shall be authorized to use the Services pursuant to this Agreement (an “Authorized User”). For

purposes of this Agreement, “Affiliate” shall mean any existing or future entity of any type of which Customer directly or

beneficially owns more than fifty percent (50%) of such entity‟s outstanding ownership interest and the entities set forth in

Exhibit A attached hereto and incorporated herein by reference for all purposes. The Authorized Users will receive the

rates and discounts under this Agreement during the Term. Customer will remain fully responsible for the payment of

any and all charges attributable to the Authorized Users during the Term. The Authorized Users‟ Total Service Charges

will contribute to Customer‟s AVC.

OPTION NO. 4139 (rev. Sept 11, Amendment 27)



Initial Term: 66 months



Commencing on the 21st Amendment Effective Date, the Term will start anew and continue for a period of 12 months.



Extended Term: Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless

either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended

Term”). During the Extended Term, either party may terminate the Agreement upon at least sixty (60) days prior written notice.



Commencing on the 27th Amendment Effective Date, the Term will start anew and continue for a period of 24 months.



Extended Term: Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless

either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended

Term”).



Ramp Period: The Ramp Period shall begin on the Effective Date and continue for a period of six (6) months following the Effective

Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates,

discounts, charges and credits set forth herein and will not be subject to the AVC.



Minimum Annual Volume Commitment (“AVC”): Customer agrees to pay Company no less than $900,000 in Total Service

Charges in the first contract year and no less than $1,000,000 in Total Service Charges during each Contract Year thereafter.



Commencing on the 9th Amendment Effective Date and for the remainder of the Term, Customer‟s new AVC for the First through

the Fourth Annual Periods will be as follows in Total Service Charges, or a pro rata portion thereof for any partial contract year:



First Contract Year: $ 900,000

Second Contract Year: $1,400,000

Third Contract Year: $1,600,000

Fourth Contract Year: $1,800,000

Fifth Contract Year: $1,800,000

Sixth Contract Year: $1,800,000

Seventh Contract Year: $2,900,000

Eighth Contract Year: $2,900,000



“Total Service Charges” shall mean all charges, after application of all discounts and credits incurred by Customer for Services

provided under the Agreement, specifically excluding: (a) taxes, tax-like charges and tax-related surcharges; (b) charges for

equipment and data center services (unless otherwise expressly stated herein); (c) charges incurred for goods or services where

Company or Company affiliate acts as agent for Customer in its acquisition of goods and services; (d) non-recurring charges; (e)

Governmental Charges; (f) international pass-through access charges (i.e., Type 3/PTT) and charges for international access

provided by Company (i.e., Type `); and (g) other charges express excluded by the Agreement.



Rates and Charges:



Voice Services: In lieu of any other rates and discounts, Customer will pay fixed per-minute rates ranging from $0.0170

to $0.4740 for the following Voice Services:



Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and domestic

Card Service usage, based on origination and termination type.



International Voice Service: International Outbound Voice Service, international Inbound Voice Service,

international Card usage originating or terminating in the following locations: Austria, Brazil, Canada, China,

Ecuador, France, Germany, India, Italy, Japan, Mexico, Russia, Spain, Switzerland, Turkey, United Kingdom.



Switched Data: Domestic Outbound Switched Data and Toll Free Digital Service usage in multiples of 64 kbps

within the U.S. Mainland or Hawaii.



In lieu of any other rates and discounts, Customer will pay fixed per-call rates ranging from $0.25 to $1.25 for the

following Voice Services:



Domestic Card Per-Call Surcharge



International Card calls: International Card calls originating in the U.S.



WorldPhone Card usage



Global Card or Calling Card: Global Card calls originating in locations other than the United States or Canada

(exclusive of the Payphone Usage Surcharge assessed for international payphones, which is additional):

Brazil, Canada, China, Mexico, Russia, and United Kingdom.

Conferencing Services:



Audioconferencing: In lieu of any other rates and discounts, Customer will pay fixed per-minute rates ranging

from $0.0200 to $0.3000 for the following Conferencing Services:



Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing calls

originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin

Islands, based on method.



Canadian Audio Conferencing: For Audio Conferencing Dial Out and Toll Free Meet-Me Access (1)

originating in the U.S. Mainland, Alaska, Hawaii, and the U.S. Virgin Islands and terminating in

Canada, and (2) originating in Canada and terminating in the U.S. Mainland, Alaska, Hawaii, and the

U.S. Virgin Islands.



Global Access Transport Charges (U.S. Bridged): Per-minute per-bridge port usage charges, based

on availability of service, zone and origination access type. Bridging charges are additional and are

priced at Customer's applicable Toll Meet Meet-Me Access rate per minute.



Video Conferencing: In lieu of any other rates and discounts, Customer will pay fixed per-minute rates ranging

from $0.17 to $4.00 for the following Videoconferencing Services:



Domestic ISDN Videoconferencing: Port usage charges per minute per video bridge port (“Bridging

Charges”) and dial-out transport usage charges per minute for transport (per 2 channels 112/128

kbps), with rounding to the next higher full minute. Bridging Charges include charges based on

charge type, including Premier/Standard/Unattended ISDN Bridging and Instant Video ISDN Bridging

and there is an additional per call minute charge for Premier Video Conferencing. Transport

charges apply to the following countries: US, Australia, Hong Kong, Japan, Singapore, UK, Thailand,

Indonesia and Video Regions 1-4.



Data Services:



Access:



In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring per-circuit local loop

charges ranging from $100 to $175 for the following Access Services based on Circuit Type: DDS, DS-0 and

DS-1.



In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring per-circuit local loop

charges ranging from $0.00 to $5,888 for DS-3 Access circuits at 14 NPA/NXX locations mutually agreed upon

by the Customer and the Company. The Customer must maintain DS-3 Access Service in a Company lit

building at 4 NPA/NXX locations mutually agreed upon by the Customer and the Company. If Customer orders

DS-3 Access Service at a location where Type 1 access is not available, the Company reserves the right to

charge the Customer standard rates for DS-3 Access Service.



Discounts:



Voice Services: In lieu of any other rates and discounts, Customer will receive discounts ranging from 10% to 70% for

the following Voice Services:



International Voice Services: International Outbound Voice Service, international Inbound Voice Service and

international Card service usage Guide Type 21, based on origination and termination type, excluding usage

originating or terminating in the locations set forth in Guide.



Global Business Line Service: Standard Guide rates for Global Business Line Service Access.



Global Card Access: Standard Guide rates for Global Card Access.



Switched Data Services: Standard Guide rates for international Switched Data Service.



Tariffed Usage: Tariffed usages charges and MRCs for Local and Long Distance Service Bundles, excluding

EUCL charges, Operator Service Charges and Directory Assistance.



Conferencing Services: The Customer will receive a discount equal to 20% for the following Conferencing Services:



US Dial Out International Audio Conferencing. The current standard rates in the Guide (which includes both

transport and bridging) for domestically bridged International Dial-Out Audio Conferencing, International Audio

Conferencing (dial out from a US bridge).



Data Services: In lieu of any other rates and discounts, Customer will receive discounts ranging from 40% to 94% for the

following Data Services:

Private Line Service: Standard Guide Inter-Office Channel Charges and Per-Mile charges for Voice Grade

Private Line, DS-0, Fractional DS-1, DS-1 and DS-3 and DS3 Local Access Service.



Global Data Link: Standard Guide charges for Global Data Link service.



Frame Relay Service: Standard Guide Monthly recurring port and PVC charges for domestic and international

Frame Relay Service.



Classifications, Practices and Regulations:



Underutilization Charges: If, in any contract year during the Term, the Customer‟s Total Service Charges do not meet or

exceed the AVC, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and (b) an

underutilization charge in an amount equal to 50% of the difference between the AVC and the Customer‟s total service

charges during such annual period.



Early Termination Charges: If (a) the Customer terminates the Agreement before the end of the Term for reasons other

than for Cause or (b) the Company terminates the Agreement for Cause, then the Customer will pay, within 30 days after

such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount

equal to 50% of the unsatisfied AVC remaining during the year of termination, and for each subsequent annual period

remaining in the Term, plus (iii) a pro rata portion of any and all credits received by the Customer.



Credits:



Billing Adjustment Credit: To provide Customer the benefit of the rates and discounts in the Amendment as of the

Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time

billing adjustment credit equal to $21,000, plus applicable taxes and surcharges. This credit shall compensate Customer

for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's

signature date above and the rates and discounts in this Agreement.



One-Time Credits:



Customer will receive two credits each equal to $70,000 to be applied against Customer‟s designated usage

charges incurred for Interstate and International Services and any other services mutually agreeable by

Company and Customer.



The Customer will receive a $350,000 credit applied against the Customer‟s domestic, interstate charges



The Customer will receive a $100,000 credit applied against the Customer‟s domestic, interstate charges.



The Customer will receive a one-time credit of $200,000.00 which will be applied against Customer‟s Total

Service Charges.



Customer will receive a $15,000 credit applied against Customer‟s designated Service Charges incurred for

Interstate and International Services.



Customer will receive a credit equal to $1,200 to be applied against Customer‟s designated usage charges

incurred for Interstate and International Services and any other services mutually agreeable by Company and

Customer.



Customer will receive a credit equal to $9,000 to be applied against Customer‟s designated usage charges

incurred for Interstate and International Services.



Migration Credit: Customer will receive a credit equal to $22,087 to be applied against Customer‟s designated

usage charges incurred for Interstate and International Services.



Signing Bonus: Customer will receive a credit equal to $50,000 to be applied against Interstate and

International Total Service Charges.



Signing Bonus: Customer will receive a credit equal to $100,000 to be applied against Interstate and

International Total Service Charges.



Sign-Up Credit: Provided that Customer executes and delivers the Agreement to the Company no later than an

agreed upon date, Customer shall receive a credit equal to $300,000, which will be applied against Customer's

Interstate and International Total Service Charges.



Achievement Credits: In the event, Customer's Total Service Charges during the Initial Term equal one of the levels

below, Customer shall receive the corresponding Achievement Credits. The Achievement Credit will be applied against

Customer's designated Total Service Charges incurred for Interstate and International services and any other services

mutually agreeable by the Company and Customer.

Annual Total Service Charges Achievement Credit

$2,000,000+ $250,000

$3,300,000+ $200,000



Award of Achievement Credits: Customer will receive an Achievement Credit equal to $250,000, plus

applicable taxes and surcharges and will be applied against Customer's designated Total Service Charges

incurred for Interstate and International services and any other services mutually agreeable by the Company

and Customer.



Fund Deposit:



Customer will receive a credit of $11,500, to be applied to Customer‟s Fund account.



Recurring Credits:



Interstate Service Credit: The Customer will receive a monthly recurring credit against domestic, interstate

charges in an amount equal to the difference between the standard tariffed rates in effect for the Customer‟s

intrastate Outbound Service usage within the states of Colorado and Texas and fixed per-minute rates ranging

from $0.0000 to $0.0970, multiplied by the Customer‟s minutes of intrastate Outbound Service usage within the

states of Colorado and Texas during that monthly period of the term of service, based on origination and

termination type.



The Customer will receive a monthly recurring credit against domestic, interstate charges in an amount equal

to 30 percent of the standard tariffed rates in effect for the Customer's intrastate Outbound Voice Service and

Inbound Voice Service usage, excluding usage within Colorado and Texas.



Local Service – CLEC Credit Based on Local Usage: Customer will receive a credit equal to 35% multiplied

times Customer‟s Tariffed usage charges and MRCs for Local Service and Local and Long Distance Service

Bundles under this Service Attachment excluding EUCL charges, Operator Service Charges and Directory

Assistance. The resulting dollar amount of the credit will be applied to Customer's Total Service Charges (plus

equipment charges), excluding charges for intrastate telecommunications service. This credit will be reflected

on Customer‟s invoice, adjustment memo or other billing document within two billing cycles after the billing

cycle on which it is based. Notwithstanding the foregoing, in no event may the amount of such credit exceed

Customer's Total Service Charges (plus equipment charges) – excluding charges for intrastate

telecommunications service – for the monthly billing period in which that credit is to be applied.



Waivers:



The Company will waive the Standard Guide non-recurring base feature charge for Option 3 outbound service.



The Company will waive the one-time installation and other non-recurring standard charges associated with the

implementation of domestic Company service under this option.



Payment Arrangements: The Customer must pay for Company service within 30 days of receipt of the Company‟s invoice.



Promotions: The Customer is eligible for the following promotions as set forth in the Guide:



Loyalty Plus Promotion II

IntraLATA PIC Fee Credit

OPTION NO. 4140



1. Term and Renewal Options: The term of service is 24 months.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The provisions of SCA Type 1 do not apply.



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.34

Premier MCI Toll Free Meet-Me Access 0.28

Premier Toll Meet-Me Access 0.25

Standard Dial-Out Access 0.21

Standard MCI Toll Free Meet-Me Access 0.19

Standard Toll Meet-Me Access 0.16

Unattended Toll Free Meet-Me Access 0.07

Unattended Toll Meet-Me Access 0.07

Instant Meeting Dial-Out 0.07



4.1.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:



Method Rate

Premier Dial-Out Access $0.37

Premier MCI Toll Free Meet-Me Access 0.28

Standard Dial-Out Access 0.24

Standard MCI Toll Free Meet-Me Access 0.20

Unattended Toll Free Meet-Me Access 0.10

Instant Meeting Dial-Out 0.10

Instant Meeting Toll Free Meet-Me 0.10



4.1.2 Instant Replay Plus: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.35 per-minute per-caller charge for toll free number access and a fixed $0.35 per-minute per-

caller charge for toll number access.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



5.7 audioconferencing: In lieu of any other rates and discounts, the Customer will receive a 5 percent discount on

standard Guide rates for international audioconferencing Dial-Out usage.



6. Classifications, Practices and Regulations:



6.1 Underutilization: The provisions of SCA Type 1 do not apply.

6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to repay a pro rata portion of all credits received under this

option.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4141 (rev. Jan.-06)



1. Term and Renewal Options: The term of service is 24 months.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $480,000 during each

annual period of the term of service (MVR).



4. Rates and Charges: The provisions of SCA Type 1 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 1, 2, 3A and 3B

only for On-Net Service.



4.1 Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.0270 to

$0.5500 for the following voice services:



4.1.1 Domestic Voice Services: Domestic Outbound Voice Service, domestic Inbound Voice Service and

domestic Card Service usage, based on origination and termination type.



4.1.2 International Voice Service: International Outbound Voice Service, international Inbound Voice

Service, international Card usage originating or terminating in the following locations: Brazil, Canada,

Japan, Mexico, Panama and the United Kingdom.



4.1.3 Switched Data: Domestic Outbound Switched Data and Toll Free Digital Service usage in multiples

of 64 kbps within the U.S. Mainland or Hawaii.



4.2 Audioconferencing: The Customer will be charged the following range of fixed per-minute rates $0.1200 to

$0.4600 for the following Conferencing Services:



4.2.1 Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing calls

originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin

Islands, based on method.



4.2.1.1 International Audioconferencing: Fixed per-minute rates per participant for international

Audioconferencing calls originating in the U.S. Mainland, Alaska, Hawaii and the U.S.

Virgin Islands and terminating in Canada, and originating in Canada and terminating in the

U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands, based on method.



4.3 Access: The Customer will be charged the following range of fixed monthly recurring per-circuit local loop

charges $100 to $225 for the following Access Services based on Circuit Type:

DS-0 Access Service, DS-1 Access Service, Analog Access Service and Voice Grade Private Line Access

Service.



The Company will waive the Customer‟s monthly recurring Access Coordination and Central Office Connection

charges during the Term.



4.4 Private Line Service: The Customer will be charged the following range of fixed monthly recurring per-circuit

Inter-Office Channel (IOC) charges for domestic Private Line Service, based on DS-1 Service: $0 to $540. The

Customer will be charged the following range of fixed monthly recurring per-circuit per circuit mile charges for

domestic Private Line Service, based on DS-1 Service: $0.49 to $0.75.



The Customer will be charged a fixed monthly recurring $320 per-circuit charge and a $0.20 per-circuit mile

charge for domestic Private Line Service, based on DS-0/Voice Grade Private Line Service.



The Customer will be charged a fixed monthly recurring a $11 per-circuit mile charge with a $2000 circuit

minimum for domestic Private Line Service, based on DS-3 Service.



4.5 Frame Relay Service: The Customer will be charged the following range of fixed monthly recurring port

charges for domestic Frame Relay Service based on port speed $407 to $13,371. The Customer will be

charged the following range of fixed monthly recurring PVC charges for domestic Frame Relay Service based

on Committed Information Rate $22.04 to $53,832.35.



4.6 Features: The Customer will be charged a fixed $0.03 per-minute charge for Enhanced Call Routing (ECR)

Platform usage. The Customer will be charged the following range of fixed per-call rates $0.035 to $0.00 for

ECR Function usage.



A $0.01 per-call minimum feature charge will apply.



5. Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this option.

5.1 Voice Services: The Customer will receive the following range of discounts 10% to 45% discount for the

following Voice Services:



5.1.1 International Voice Services: Standard Guide rates for International Outbound Voice Service,

international Inbound Voice Service and international Card service usage, based on origination and

termination type, excluding usage originating or terminating in the locations set forth in Section 4.1.2.



5.1.2 Conferencing Services: Standard Guide rates for international Audioconferencing usage.



5.2 Data Services: The Customer will receive the following range of discounts 40% to 73% discount for the

following Data Services:



5.2.1 Frame Relay Service: Standard Guide monthly recurring port and PVC charges for domestic Frame

Relay Service.



5.2.1.1 International Frame Relay Service: Monthly recurring port and PVC charges for

international Frame Relay Service.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If, in any annual period during the Term, the Customer‟s Total Service Charges do not meet or

exceed the MVR, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and

(b) an underutilization charge in an amount equal to 25 percent of the difference between the MVR and the

Customer‟s total service charges during such annual period.



6.2 Termination with Liability: If (a) the Customer terminates the agreement before the end of the Term for reasons

other than for cause or (b) the Company terminates the agreement for cause, then the Customer will pay,

within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such

termination, plus (ii) an amount equal to 25 percent of the unsatisfied MVR remaining during the year of

termination, and for each subsequent annual period remaining in the Term, plus (iii) a pro rata portion of any

and all credits received by the Customer.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic and international Company service under this option.



The Customer will receive 2 credits each equal to $24,000 applied against the Customer‟s Company service

usage in Months 6 and 18 of the Term.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Recurring Credits: The Customer will receive a monthly recurring credit against domestic, interstate charges in

an amount equal to 30 percent of the standard tariffed rates in effect for the Customer's intrastate On-Net

Outbound Service and Inbound Service usage, excluding usage within the states of Alabama, California,

Florida, Georgia, Illinois, New Jersey and New York.



7. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4142 (rev. Oct. 11, Amendment 16)



Initial Term: 24 months



Extended Term: Following the expiration of the Initial Term, the Customer will have the option to extend the Initial Term for an

additional 12 month period by providing Company with 60 days prior written notice of such intent prior to expiration of the Initial

Term.



Commencing on the 8th Amendment Effective Date, the Term will be extended for a period of 6 months.



Commencing on the 9th Amendment Effective Date, the Term will start anew and continue for a period of 44 months.



Month-to-Month Term: Upon the expiration of the Initial Term or the Extended Term and provided that Customer does not exercise

its option for a Ramp-Down Period, the Agreement will be automatically extended on a month-to-month basis until either party

terminates the Agreement upon 60 days prior written notice.



Commencing on the 16th Amendment Effective Date, the Term will start anew and continue for a period of 24 months.



Additional Term: Upon the expiration of the Initial Term, Customer has the option to extend the term for twelve (12) months by

providing Company with sixty (60) days prior written notice of its intent to extend the Initial Term.



Extended Term: Upon the expiration of the Initial Tern or the Additional Term, and provided that Customer does not exercise its

option for a “Ramp-Down Period”, the Agreement will be automatically extended on a month-to-month basis for up to three (3)

months during which time either party may terminate the Agreement upon sixty (60) days prior written notice and the Agreement will

terminate at the end of the Extended Term.



Minimum Annual Volume Commitment (“AVC”): Customer agrees to pay Company no less than $1,900,000 in Total Service

Charges during each contract year.



Commencing on the 9th Amendment Effective Date and for the remainder of the Term, Customer‟s new TVC will be $12,000,000 in

Total Service Charges, or a pro rata portion thereof for any partial Contract Year.



Extended Term Minimum: Commencing on the 9th Amendment Effective Date and for the remainder of the Term,

Customer‟s new TVC will be $4,000,000 in Total Service Charges.



Month-to-Month Minimum: During each monthly billing period of the month-to-month extension, Customer‟s Total Service Charges

must equal or exceed $265,000.



Commencing on the 16th Amendment Effective Date, Customer‟s TVC requirement (set forth above) is replaced with an AVC

requirement (set forth below):



AVC Commitment. Commencing on the 16th Amendment Effective Date and in lieu of the AVC commitment, Customer agrees to

pay Company $1,800,000 in Total Service Charges during the Initial Term and during the 12-month Additional Term, if any (“AVC”).



Extended Term Volume Commitment: During each monthly billing period of the Extended Term, Customer‟s Total Service Charges

must equal or exceed one-twelfth (1/12th) of the AVC.



Ramp Down Period: Provided that Customer is in compliance with its obligations under the Agreement, at Customer's written

request at least sixty (60) days prior to the end of the Initial Term or Additional Term, Customer may continue to receive Services at

the rates and discounts provided herein for up to three (3) months . During the Ramp Down Period, the terms and conditions of the

Agreement will apply except that (i) the minimum volume commitment will apply, and (ii) Company may reduce the reporting,

service level agreements and account team support to the standard levels available in the Guide or Tariffs.



“Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided

under this Agreement, excluding Taxes, Governmental Charges, equipment, Company ILEC, Document Delivery Fax, non-

recurring, goods and services acquired by Company as Customer‟s agent, international access that is passed-through (Type

3/PTT) or provided by Company (Type 1), charges for security services provided by a Cybertrust Security Service Provider listed in

the Guide, and other charges expressly excluded by this Agreement.



Ramp Down Period: Provided that Customer is in compliance with its obligations under the Agreement, at Customer's written

request at least sixty (60) days prior to the end of the Term, following the expiration of the Term, Customer may continue to receive

Services at the rates and discounts provided herein for up to three (3) months . During the Ramp Down Period, the terms and

conditions of the Agreement will apply except that (i) the AVC will not apply, and (ii) Company may reduce the reporting, service

level agreements and account team support to the standard levels available in the Guide or Tariffs.



Rates and Charges:



Voice Services: In lieu of any other rates and discounts, the Customer will pay fixed per-minute rates ranging from

$0.0150 to $1.1600 for the following Voice Services:

Domestic Voice Service: domestic Outbound Voice Service, domestic Inbound Voice Service, and domestic

Card Service usage, based on origination and termination type.



International Outbound Voice Service: International Outbound Voice Service terminating in the following

locations: Canada, China, Italy and the United Kingdom.



International Inbound Voice Service: International Inbound Voice Service usage originating in the following

location: Canada.



Domestic Enhanced Call Routing: Domestic Platform Charges (beginning when the ECR system answers the

call and ending when the call is released to Customer‟s service location) and Domestic transport charges.



Toll Free Service: In lieu of all other rates, discounts, or promotions, Customer will pay fixed monthly recurring charges

ranging from $5.00 to $10.00 for Toll Free Service, based on Termination.



Termination

DAL

SLT



In lieu of any other rates and discounts, Customer will pay fixed per-call rates ranging from $0.02 to $0.10 for the

following Voice Services.



Domestic Card Per-Call Surcharge



ECR Feature Charges: Per-call feature charges for the following features:



Menu Routing

Message Announcement

Database Routing (Standard, Network & Host Connect)



In lieu of any other rates and discounts, Customer will pay fixed a per-event rate equal to $0.02 for the following Voice

Services.



ECR Feature Charges: Per-call feature charges for the following features:



Caller Takeback

TNT (Includes Caller Takeback)



In lieu of any other rates and discounts, Customer will pay fixed per-call rates ranging from $250 to $500 for the following

Voice Services:



ECR Supplemental Service – Description



Network Database Installation

Assistance with Database(s) Creation

Per New ECR Application (except Network Database)



Conferencing Services:



Audioconferencing: In lieu of any other rates and discounts, the Customer will pay fixed per-minute rates

ranging from $0.0125 to $0.3000 for the following Conferencing Services:



Domestic Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing

calls originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S.

Virgin Islands, based on method.



International Audioconferencing: Fixed per-minute rates per participant for international

Audioconferencing calls originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii, and the U.S. Virgin Islands, based on method.



Canadian Audio Conferencing: For Audio Conferencing Dial Out and Toll Free Meet-Me Access (1)

originating in the U.S. Mainland, Alaska, Hawaii, and the U.S. Virgin Islands and terminating in

Canada, and (2) originating in Canada and terminating in the U.S. Mainland, Alaska, Hawaii, and the

U.S. Virgin Islands. Customer must have at least 35 Canadian users or an average of 24,000

Canada minutes a month by the 6th month following the 12th Amendment Effective Date. The

Company will monitor the account and the Company reserves the right to increase rates if 35 users

or 24,000 Canada minutes are not installed and or

Videoconferencing:



In lieu of any other rates and discounts, the Customer will pay fixed per-minute rates ranging from $0.1700 to

$1.5000 per site for the following Videoconferencing Services:



Domestic ISDN Videoconferencing: Port usage charges per minute per video bridge port (“Bridging

Charges”) and dial-out transport usage charges per minute for transport (per 2 channels 112/128

kbps), with rounding to the next higher full minute. Bridging Charges include charges based on

charge type, including Premier/Standard/Unattended ISDN Bridging and Instant Video ISDN Bridging

and there is an additional per call minute charge for Premier Video Conferencing. Transport

charges apply to the following countries: US, Australia, Hong Kong, Japan, Singapore, UK, Thailand,

Indonesia and Video Regions 1-4.



Data Services:



Access:



In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring per-circuit local loop

charges ranging from $150 to $2,600 for the following Access Services Based on Circuit Type: DS-0, DS-1,

and DS-3 for 24 NPA/NXX locations mutually agreed upon by Customer and Company.



In lieu of any other rates and discounts, Customer will pay a fixed monthly recurring $180 per-circuit local loop

charge and a $0 non-recurring charge for DS-1 Access Service.



Network Access Services: In lieu of any other rates and discounts, Customer will pay fixed monthly recurring

per-circuit local loop charges ranging from $1,350 to $2,750 for DS-3 Access circuits at 4 CLLI codes mutually

agreed upon by the Customer and the Company.



Private Line: In lieu of any other rates or discounts, the Customer will pay fixed monthly recurring per-circuit

Inter-Office Channel (IOC) charges ranging from $300 to $1,750 for domestic Private Line DS-1 and DS-3

Service.



In lieu of any other rates and discounts, the Customer will pay fixed monthly recurring per-circuit per-mile

charges for domestic Private Line service, based on DS-1 and DS-3 charges ranging from $1.56 to $14.67.



Discounts:



Voice Services: In lieu of any other rates and discounts, Customer will receive the following range of discounts 10% to

35% for the following Voice Services:



Domestic Voice Services: Standard Guide rates for domestic Outbound Voice Service, domestic Inbound Voice

Service, and domestic Card service usage, based origination and termination type.



International Outbound Voice Service, Including International Calling Card Service: Standard VBSII Guide

Type 21 rates for US originating International Outbound Voice Service excluding usage originating or

terminating in the locations set forth in “Rates and Charges”.



International Toll Free Voice Service: Standard VBSII Guide rates for International Toll Free Voice Service

excluding usage originating or terminating in the locations set forth in “Rates and Charges”.



Tariffed Usage: Tariffed usages charges and MRCs for Local and Long Distance Service Bundles, excluding

EUCL charges, Operator Service Charges and Directory Assistance.



Conferencing Services: In lieu of any other rates and discounts, Customer will receive a discount equal to 20% for the

following Conferencing Services:



US Dial Out International Audio Conferencing. The current standard rates in the Guide (which includes both

transport and bridging) for domestically bridged International Dial-Out Audio Conferencing, International Audio

Conferencing (dial out from a US bridge.



Data Services: In lieu of any other rates and discounts, Customer will receive discounts ranging from 17% to 81% for the

following Data Services:



Access: Standard Guide local loop charges for DS-0, DS-1, and DS-3 Access Service.



Dedicated Leased Line: Standard Guide Inter-Office Channel Charges and per-mile charges for DS-1 and DS-3

Service.



Domestic Frame Relay Service: Standard Guide monthly recurring port and PVC charges for domestic Frame

Relay Service.

U.S. Private Line Service. Standard VBSII Guide monthly recurring charges for the following circuit types: TDS

1.5 and TDS 45. The Customer certifies that any private line circuit will carry more than 10% interstate traffic.



Classifications, Practices, and Regulations:



Underutilization and Early Termination Charges: If Customer's Total Service Charges do not reach the AVC, in any

Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC.

If Customer‟s Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated

early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge”

equal to 50% of the unmet AVC plus a pro rata portion of any credits received by Customer.



If at any time the Customer satisfies the TVC prior to the completion of the Initial Term, Customer may terminate the

Agreement upon at least 30 days notice to Company without further early termination liability, except for charges incurred

up to the date of such termination.



Month-to-Month Underutilization: If, in any monthly billing period of the month-to-month extension, Customer‟s

Total Service Charges do not meet or exceed $265,000, then Customer shall pay: (a) all accrued but unpaid

usage and other charges incurred under the Agreement; and (b) an “Underutilization Charge” equal to the

difference between $265,000 and Customer‟s Total Service Charges during such monthly billing period.



16th Amendment Underutilization and Early Termination Charges: If Customer‟s Total Service Charges do not reach the

AVC in any contract year during the Additional Term, Customer shall pay an “Underutilization Charge” equal to fifty

percent (50%) of the unmet AVC. In addition, if, in any monthly billing period during the Extended Term, Customer‟s

Total Service Charges do not meet or exceed the Extended Term Volume Commitment, then Customer shall pay: (a) all

accrued but unpaid charges incurred under the Agreement, and (b) an “Underutilization Charge” equal to the difference

between the Extended Term Volume Commitment and Customer‟s Total Service Charges during such monthly billing

period. If: (a) Customer terminates the Agreement before the end of the Initial Term or any Additional Term for reasons

other than Cause; or (b) Company terminates the Agreement for Cause, then Customer will pay, within thirty (30) days

after such termination: (i) an amount equal to fifty percent (50%) of the unsatisfied AVC remaining during the year of

termination, and for each subsequent contract year remaining in the Term, plus (ii) a pro rata portion of any and all

credits received by Customer.



Credits:



Billing Adjustment Credit: To provide Customer the benefit of the rates and discounts in this Agreement as of the

Effective Date and until such rates and discounts are implemented, Company shall provide Customer with a one-time

billing adjustment credit equal to $75,000 plus applicable taxes and surcharges. This credit shall compensate Customer

for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's

signature date above and the rates and discounts in this Agreement.



One-Time Credits:



If during any annual period of the term of service, the Customer‟s Company service usage equals or exceeds

$2,680,000, the Customer will receive a $67,000 credit to be applied against the Customer‟s domestic,

interstate and international charges.



The Customer will receive a $4,167 credit applied against the Customer‟s Company service charges.



The Customer will receive a $4,167 credit applied against the Customer‟s Company service charges.



Customer will receive three credits, each equal to $125,000, applied against Customer's designated Service

Charges incurred for Interstate Services.



Recurring Credits:



The Customer will receive a monthly recurring credit against domestic, interstate charges in an amount equal

to 30% of the standard Guide rates in effect for the Customer's intrastate On-Net Outbound Service and

Inbound Service usage, excluding usage within the states of California, Connecticut, Florida, Georgia, Illinois,

New Jersey, New York, Ohio and Texas.



Interstate Service Credit: The Customer will receive a monthly recurring credit against domestic, interstate

charges in an amount equal to the difference between the standard tariffed rates in effect for the Customer‟s

intrastate Outbound Service usage within the state(s) of California, Connecticut, Florida, Georgia, Illinois, New

Jersey, New York, Ohio and Texas and fixed per-minute rates ranging from $0.0200 to $0.0900, multiplied by

the Customer‟s minutes of intrastate Outbound Service usage within the state(s) of California, Connecticut,

Florida, Georgia, Illinois, New Jersey, New York, Ohio and Texas during that monthly period of the term of

service, based on origination and termination type:

Achievement Credits: If, at the end of any contract year, Customer‟s Total Service Charges (excluding Company

internationally billed services) equal the level specified below, Customer shall receive the corresponding Achievement

Credit. The Achievement Credit will be applied against Customer's designated Total Service Charges incurred for

Interstate and International services and any other services mutually agreeable by the Company and Customer.



Contract Year - Total Service Charges Achievement Credit

(% of Contract year Total Service

Charges)

$4,000,000.00 and above 1%



Waivers:



Installation Waiver: Company will waive the one-time installation charges associated with the implementation of

Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services:

(i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT / third party services (including

International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix)

Enhanced Call Routing, (x) Local Disaster Recovery, (xi) Audio, Video and Net Conferencing, (xii) Voice over IP

Services, (xiii) Security Services, (xiv) Non-Listing/Non-Published Service, (xv) Telecommunications Service Priority,

and (xvi) Services provided by Company incumbent local exchange carriers (“ILECs”) or by Cellco Partnership and its

affiliates d/b/a Company Wireless. Usage charges, monthly recurring charges, expedite charges, change charges,

surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access,

egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.



D Channel ISDN PRI: The Company will waive the $110 per D channel monthly recurring charge for ISDN PRI service.

Company reserves the right to charge this fee if Customer does not have Company provided telecom services other than

Local and Company provided T-1/PRI (or higher speed) access at each site for which the PRI is waived.



Paper Billing: The Company will waive the charges associated with the paper billing process.



Automatic Number Identification (ANI): Company will waive Customer‟s monthly billing charges for ANI.



Other Requirements: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

requirements at the time of option enrollment:



 The Customer must be an existing customer of the Company receiving service under a Special Customer Arrangement

with an annual volume commitment of at least $2,640,000;



 The Customer‟s and the Customer‟s Designated Affiliates‟ must be an existing customer of the Company receiving

service under a Special Customer Arrangement with a 3-year term and an annual volume commitment of at least

$4,400,000;



 The Customer‟s monthly volume of Company internet services must equal or exceed $15,000 per month; and,



 The Customer‟s monthly volume of Company conferencing services usage must equal or exceed $10,000 per month.



Monitoring Conditions: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

condition during each annual period of the term of service. If during any annual period of the term of service the Customer fails to

satisfy the following condition, the Customer will be billed and required to pay an additional $150 charge for each site above the

applicable threshold during that annual period.



 No more than 25% of the Customer‟s domestic Frame Relay Service network may be at 128 kbps.





Qualifying Conditions: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

requirements at the time of option enrollment:



 The Customer represents that as of the 9th Amendment Effective Date, the Customer‟s average monthly

service charges for the use of conferencing services (in aggregate across all vendors), equals at least $25,000.



Affiliates:



At Customer's written direction, Company will provide to the entities described below ("Affiliates") the opportunity to share

in the Company Services described in the Agreement at the rates and/or discounts specified therein and as negotiated

by Customer. The Services provided hereunder are intended solely for the use and benefit of Customer and the Affiliates.

Total Service Charges of the Services used by and paid for by the Affiliates will contribute to Customer's satisfaction of

the AVC in this Agreement.

Affiliates are a business entity that is either: i) a parent of the Customer; ii) an entity in which Customer directly or

indirectly owns 50% or more of that entity's outstanding ownership interest; or iii) an entity in which Customer's parent

directly or indirectly owns 50% or more of that entity's outstanding ownership interest.



Each Affiliate must agree to protect Confidential Information on terms at least as restrictive as those in this Agreement

before receiving any information contained in this Agreement. Customer shall be liable to Company for any breach of

confidentiality by its Affiliates.



Customer will be Company's customer of record for the Services provided to Affiliates hereunder and Customer will be

financially responsible to Company for Affiliate's use of the Services and for all of its other obligations to Company.



Company will bill each Affiliate for such Affiliate's own use of Services received under this Agreement. Each Affiliate will

be responsible for all charges for the Services provided to such Affiliate. Each Affiliate shall pay Company for all

Services within 30 days of receipt of invoice. Undisputed amounts not paid on or before 30 days from receipt of invoice

shall be considered past due, and Affiliate agrees to pay a late payment charge equal to the lesser of: (a) one and one-

half percent (1.5%) per month or (b) the maximum amount allowed by applicable law, as applied against the past due

amounts. If an Affiliate fails to pay an invoice within 30 days from receipt, Company may issue a notice of default to both

Affiliate and Customer. If Affiliate or Customer has not fully paid all undisputed amounts within ten (10) days of receiving

notice of the failure to pay, Company may discontinue service to that Affiliate and issue a final notice of failure to pay to

Customer.



If Customer fails to pay the undisputed past due charges after expiration of the final 10 day notice of failure to pay,

Company may terminate the Agreement for Cause. Nothing in this Agreement will modify or be deemed to modify

Company's right to terminate service to an Affiliate as provided for in the Guide or in any applicable Tariff.



Customer will promptly notify Company in writing if an Affiliate no longer qualifies for Service under this Agreement.

Company will have no liability to Customer for Customer‟s failure to provide a complete and accurate termination or

suspension order to Company or for Customer's failure to identify additions, deletions or changes to an Affiliate's

information provided to Company.

OPTION NO. 4143



1. Term and Renewal Options: The term of service is 12 months.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The provisions of SCA Type 1 do not apply.



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.31

Premier MCI Toll Free Meet-Me Access 0.30

Premier Toll Meet-Me Access 0.30

Standard Dial-Out Access 0.29

Standard MCI Toll Free Meet-Me Access 0.28

Standard Toll Meet-Me Access 0.28

Unattended Toll Free Meet-Me Access 0.12

Unattended Toll Meet-Me Access 0.12

Instant Meeting Dial-Out 0.12

Instant Meeting Toll Free Meet-Me 0.12

Instant Meeting Toll Meet-Me 0.12



4.1.1 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.22 per-minute per-participant for Net Conferencing usage and a fixed $0.28 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



4.1.2 Instant Replay Plus: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.35 per-minute per-caller charge for toll free number access and a fixed $0.35 per-minute per-

caller charge for toll number access.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



5.7 audioconferencing: In lieu of any other rates and discounts, the Customer will receive a 5 percent discount on

standard Guide rates for international audioconferencing Dial-Out usage.



6. Classifications, Practices and Regulations:



6.1 Underutilization: The provisions of SCA Type 1 do not apply.



6.2 Termination with Liability: The provisions of SCA Type 1 do not apply.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.

6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4144



1. Term and Renewal Options: The term of service is 12 months.



Following the expiration of the term of service, service under this option will continue for an additional 12-month period

subject to the terms and conditions, including rates and discounts set forth under this option (Extension Term). The

Customer may elect to forego the Extension Term by providing the Company written notice at least 60 days prior to the

expiration of the term of service.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The provisions of SCA Type 1 do not apply.



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.32

Premier MCI Toll Free Meet-Me Access 0.32

Premier Toll Meet-Me Access 0.30

Standard Dial-Out Access 0.24

Standard MCI Toll Free Meet-Me Access 0.22

Standard Toll Meet-Me Access 0.22

Unattended Toll Free Meet-Me Access 0.12

Unattended Toll Meet-Me Access 0.12

Instant Meeting Dial-Out 0.13

Instant Meeting Toll Free Meet-Me 0.12

Instant Meeting Toll Meet-Me 0.12



4.1.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:



Method Rate

Premier Dial-Out Access $0.32

Premier MCI Toll Free Meet-Me Access 0.30

Standard Dial-Out Access 0.24

Standard MCI Toll Free Meet-Me Access 0.22

Unattended Toll Free Meet-Me Access 0.13

Instant Meeting Dial-Out 0.14

Instant Meeting Toll Free Meet-Me 0.13



4.1.2 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.26 per-minute per-participant for Net Conferencing usage and a fixed $0.34 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



4.1.2.1 Reserved Net Conferencing Option PW: The Customer will be charged the following fixed

monthly recurring charges for Option PW, based on the number of seats provided under

the option and whether the Customer subscribes to SSL for the service.



Call Type/Charge

Reserved Seats Without SSL With SSL

0 – 10 $160 $200

11 – 50 120 155

51 – 150 110 140

151+ 100 120



4.1.2.2 Reserved Net Conferencing Option WX: The Customer will be charged the following fixed

monthly recurring charges for Option WX for which the Customer does not subscribe to

SSL, based on the number of seats provided under the option:



Reserved Seats Charge

0 – 25 $180

26 – 50 135

51 – 200 120

201 + 95



The Customer will be charged the following fixed monthly recurring charges for Option WX

for which the Customer subscribes to SSL, based on the number of seats provided under

the option:



Reserved Seats Charge

0 – 25 $195

26 – 50 150

51 – 200 140

201 + 135



4.1.3 Instant Replay Plus: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.24 per-minute per-caller charge for toll free number access and a fixed $0.24 per-minute per-

caller charge for toll number access.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



6. Classifications, Practices and Regulations:



6.1 Underutilization: The provisions of SCA Type 1 do not apply.



6.2 Termination with Liability: The provisions of SCA Type 1 do not apply.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4145 (rev. Mar.-06)



1. Term and Renewal Options: The term of service is 36 months (Initial Term).



Following the expiration of the Initial Term, service will continue under this option for additional 12 month periods subject

to the terms and conditions, including rates and discounts set forth under this option (Extension Term). The Company or

the Customer may elect to forego the Extension Term by providing the other party written notice at least 30 days prior to

the expiration of the Initial Term. Either party may terminate service during the Extension Term by providing the other

party at least 30 days prior written notice.



Term shall mean the Initial Term and the Extension Term



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $250,000 during each

annual period of the Term (MVR).



4. Rates and Charges: The provisions of SCA Type 1 apply.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 2 only for On-

Net Service.



4.1 Voice Services: The Customer will be charged the following range of fixed per-minute rates $0.0200 to $0.0340

for the following voice services:



4.1.1 Domestic Voice Services: Domestic Outbound Voice Service and domestic Inbound Voice Service

usage, based on origination and termination type. The Customer will be charged a fixed $0.25 per-

call surcharge for domestic Card calls



4.1.2 International Voice Service: International Outbound Voice Service and international Card usage

originating or terminating in the following locations: Australia, Brazil, Canada, France, Germany,

Mexico, the Netherlands, the United Arab Emirates and the United Kingdom.



International Inbound Voice Service usage originating in the following locations: Australia, Brazil,

Canada, France, Germany, Mexico, Netherlands, Switzerland, the United Arab Emirates, and the

United Kingdom.



The Customer will be charged a fixed $1.25 per-call surcharge for international Card calls terminating

in international locations.



4.2 Audioconferencing: The Customer will be charged the following range of fixed per-minute rates $0.0400 to

$0.2550 for the following Conferencing Services:



4.2.1 Audioconferencing: Fixed per-minute rates per participant for domestic Audioconferencing calls

originating and terminating in the U.S. Mainland, Alaska, Hawaii, Puerto Rico, and the U.S. Virgin

Islands, based on method.



4.2.1.1 International Audioconferencing: Fixed per-minute rates per participant for international

Audioconferencing calls originating in the U.S. Mainland, Alaska, Hawaii and the U.S.

Virgin Islands and terminating in Canada, and originating in Canada and terminating in the

U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands, based on method.



4.2.1.2 Instant Replay Plus: Fixed per-minute per-participant rates for Instant Replay Plus usage

using toll free number access and toll number access.



4.3 Access: The Customer will be charged a fixed monthly recurring $128 per-circuit local loop charge for DS-1

Access circuits at 1 NPA/NXX location mutually agreed upon by the Customer and the Company.



The Company will waive the Customer‟s monthly recurring Access Coordination and Central Office Connection

charges during the Term.



4.4 Frame Relay Service: The Customer will be charged the following range of fixed monthly recurring port charges

for domestic Frame Relay Service based on port speed $101.75 to $818.25. The Customer will be charged the

following range of fixed monthly recurring PVC charges for domestic Frame Relay Service based on

Committed Information Rate $5.51 to $194.65.



5. Discounts: Unless otherwise specified, discounts apply to non-MBS1 rates as set forth in the Guide or this option.



5.1 Voice Services: The Customer will receive a 38% discount for the following Voice Services:

5.1.1 International Voice Services: Standard Guide rates for International Outbound Voice Service and

international Inbound Voice Service usage, based on origination and termination type, excluding

usage originating or terminating in the locations set forth in Section 4.1.2.



5.2 Data Services: The Customer will receive the following range of discounts 40% to 75% for the following Data

Services:



5.2.1 International Frame Relay Service: Monthly recurring port and PVC charges for international Frame

Relay Service.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If, in any annual period during the Term, the Customer‟s Total Service Charges do not meet or

exceed the MVR, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and

(b) an underutilization charge in an amount equal to 100 percent of the difference between the MVR and the

Customer‟s total service charges during such annual period.



If during any annual period of the Extension Term the Customer fails to satisfy the Extension Term MVR, the

Customer will be billed and required to pay (a) all accrued but unpaid charges incurred under the agreement

and (b) an underutilization charge equal to the difference between the Customer‟s total service charges during

such annual period and the Extension Term MVR.



6.2 Termination with Liability:



If (a) the Customer terminates the agreement before the end of the Term for reasons other than for cause or

(b) the Company terminates the agreement for cause, then the Customer will pay, within 30 days after such

termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an

amount equal to 100 percent of the unsatisfied MVR remaining during the year of termination, and for each

subsequent annual period remaining in the Term, plus (iii) a pro rata portion of any and all credits received by

the Customer.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



The Customer will receive 2 credits each equal to $4,800 applied against the Customer‟s Company service

usage in Months 6 and 13 of the Term.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Other Requirements: In order to be eligible to receive Company service under this option, the Customer must

satisfy the following requirements at the time of option enrollment:



 Not more than 25 percent of the Customer‟s interstate Frame Relay service sites may have a Port speed

of 128 Mbps.



6.6 Recurring Credits: The Customer will receive a monthly recurring credit against domestic, interstate charges in

an amount equal to 16 percent of the standard tariffed rates in effect for the Customer's intrastate Outbound

Voice Service and Inbound Voice Service usage, excluding usage within Pennsylvania.



The Customer will receive a monthly recurring credit against domestic, interstate charges in an amount equal

to the difference between the standard tariffed rates in effect for the Customer‟s intrastate Outbound Voice

Service usage within Pennsylvania and the following range of per-minute rates, based on origination and

termination type $0.0400 to $0.0565.



The Customer will receive a monthly recurring credit against domestic, interstate charges in an amount equal

to the difference between the standard tariffed rates in effect for the Customer‟s intrastate Inbound Voice

Service usage within Pennsylvania and the following range of per-minute rates, based on origination and

termination type $0.0400 to $0.0603.



6.7 Promotions: The Customer is eligible for the following promotions as set forth in the Guide:



 Grand Slam Access Promotion



7. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4146



1. Term and Renewal Options: The term of service is 12 months.



2. Description of Service: The provisions of SCA Type 1 apply.



3. Minimum Volume Requirement: The provisions of SCA Type 1 do not apply.



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.3900

Premier MCI Toll Free Meet-Me Access 0.2900

Premier Toll Meet-Me Access 0.2900

Standard Dial-Out Access 0.2499

Standard MCI Toll Free Meet-Me Access 0.2262

Standard Toll Meet-Me Access 0.2262

Unattended Toll Free Meet-Me Access 0.1150

Unattended Toll Meet-Me Access 0.1150

Instant Meeting Dial-Out 0.1150

Instant Meeting Toll Free Meet-Me 0.1150

Instant Meeting Toll Meet-Me 0.1150



4.1.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:



Method Rate

Premier Dial-Out Access $0.43

Premier MCI Toll Free Meet-Me Access 0.33

Standard Dial-Out Access 0.28

Standard MCI Toll Free Meet-Me Access 0.23

Unattended Toll Free Meet-Me Access 0.13

Instant Meeting Toll Free Meet-Me 0.13



4.1.2 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.26 per-minute per-participant for Net Conferencing usage and a fixed $0.37 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



4.1.3 Instant Replay Plus: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.24 per-minute per-caller charge for toll free number access and a fixed $0.24 per-minute per-

caller charge for toll number access.



4.1.4 Features: The Company will waive the standard Guide per-list charge for Participant Lists associated

with domestic audioconferencing calls.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



6. Classifications, Practices and Regulations:

6.1 Underutilization: The provisions of SCA Type 1 do not apply.



6.2 Termination with Liability: The provisions of SCA Type 1 do not apply.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4147



1. Term and Renewal Options: The term of service is 12 months.



2. Description of Service: The provisions of SCA Type 1 apply. In addition, for purposes of this option, Company service

usage associated with other products of the Company and its affiliates will be used to ascertain whether the MVR under

Section 3 is satisfied. For purposes of Section 3, “Company service usage” shall be expressed in U.S. dollars.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $70,000 during each

annual period of the term of service (MVR).



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 audioconferencing: Beginning in Month 2 of the term of service, in lieu of any other rates and discounts, the

Customer will be charged the following fixed rates per minute per bridge port (including set-up fees), for

domestic audioconferencing usage, based on method and the Customer‟s monthly minutes of domestic

audioconferencing usage during the immediately preceding monthly period. During Month 1 of the term of

service, the Customer will be charged the rates at the 0 – 50,000 Monthly Minutes level.



Monthly Minutes: 0 – 50,000



Method Rate

Premier Dial-Out Access $0.370

Premier MCI Toll Free Meet-Me Access 0.370

Premier Toll Meet-Me Access 0.370

Standard Dial-Out Access 0.280

Standard MCI Toll Free Meet-Me Access 0.280

Standard Toll Meet-Me Access 0.280

Unattended Toll Free Meet-Me Access 0.080

Unattended Toll Meet-Me Access 0.080

Instant Meeting Dial-Out 0.080

Instant Meeting Toll Free Meet Me 0.080

Instant Meeting Toll Meet Me 0.080



Monthly Minutes: 50,001 – 140,000



Method Rate

Premier Dial-Out Access $0.360

Premier MCI Toll Free Meet-Me Access 0.360

Premier Toll Meet-Me Access 0.360

Standard Dial-Out Access 0.270

Standard MCI Toll Free Meet-Me Access 0.270

Standard Toll Meet-Me Access 0.270

Unattended Toll Free Meet-Me Access 0.075

Unattended Toll Meet-Me Access 0.075

Instant Meeting Dial-Out 0.075

Instant Meeting Toll Free Meet Me 0.075

Instant Meeting Toll Meet Me 0.075



Monthly Minutes: 140,001 +



Method Rate

Premier Dial-Out Access $0.350

Premier MCI Toll Free Meet-Me Access 0.350

Premier Toll Meet-Me Access 0.350

Standard Dial-Out Access 0.260

Standard MCI Toll Free Meet-Me Access 0.260

Standard Toll Meet-Me Access 0.260

Unattended Toll Free Meet-Me Access 0.070

Unattended Toll Meet-Me Access 0.070

Instant Meeting Dial-Out 0.070

Instant Meeting Toll Free Meet Me 0.070

Instant Meeting Toll Meet Me 0.070



4.1.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:

Method Rate

Premier Dial-Out Access $0.42

Premier MCI Toll Free Meet-Me Access 0.42

Standard Dial-Out Access 0.33

Standard MCI Toll Free Meet-Me Access 0.33

Unattended Toll Free Meet-Me Access 0.13

Instant Meeting Dial-Out 0.13

Instant Meeting Toll Free Meet-Me 0.13



4.1.2 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.25 per-minute per-participant for Net Conferencing usage and a fixed $0.32 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



5.7 audioconferencing: In lieu of any other rates and discounts, the Customer will receive a 17 percent discount on

standard Guide rates for international audioconferencing Dial-Out usage.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR, the

Customer will be billed and required to pay an underutilization charge equal to the difference between the

Customer‟s actual usage during that annual period and the MVR, or a pro rata portion thereof for any partial

annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option; and, (ii) pay an early termination charge equal to 75 percent of the MVR for each annual period

remaining in the term of service, or a pro rata portion thereof for any partial annual period.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4148 (rev. Sep.-05)



1. Term and Renewal Options: The term of service is 36 months, beginning 3 months after option enrollment (Ramp

Period).



Following the expiration of the term of service, the Customer may elect to continue service under this option for one

additional 12 month period subject to the terms and conditions, including rates and discounts set forth under this option

(Extension Term) upon 30 days prior written notice.



2. Description of Service: The provisions of SCA Type 1 apply. In addition, for purposes of this option, Company service

usage associated with other products of the Company and its affiliates will be used to ascertain whether the MVR under

Section 3 is satisfied. For purposes of Section 3, “Company service usage” shall be expressed in U.S. dollars.



3. Minimum Volume Requirement: Following the Ramp Period, the Customer's Company service usage must equal or

exceed $2,300,000 during the first annual period of the term of service and $2,600,000 during each of the second and

third annual periods of the term of service (MVR).



The Customer‟s Company service during the Extension Term must equal or exceed $2,600,000.



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



In order to be eligible to receive service under this option, the Customer may subscribe to Feature Option 2, 3A and 3B

only for On-Net Service.



4.1 On-Net Voice Services: The Customer will be charged the following fixed per-minute rates for domestic On-Net

Outbound Voice Service and On-Net Card usage, based on origination and termination type:



Origination Termination Rate

Local Network Connection Local Network Connection $0.0220

Local Network Connection Dedicated 0.0230

Local Network Connection Switched 0.0240

Dedicated Local Network Connection 0.0230

Dedicated Dedicated 0.0220

Dedicated Switched 0.0230

Switched Local Network Connection 0.0240

Switched/Card Dedicated 0.0230

Switched/Card Switched 0.0398



The Customer will be charged a fixed $0.50 per-call surcharge for domestic On-Net Card calls.



4.1.1 Inbound Service: The Customer will be charged the following fixed per-minute rates for domestic On-

Net Inbound Voice Service usage, based on origination and termination type:



Origination Termination Rate

Local Network Connection Local Network Connection $0.0220

Local Network Connection Dedicated 0.0230

Local Network Connection Switched 0.0240

Switched Local Network Connection 0.0240

Switched Dedicated 0.0230

Switched Switched 0.0398



4.1.2 International Service: In lieu of any other rates and discounts, the Customer will be charged the

following fixed per-minute rates for international On-Net Outbound Voice Service and On-Net Card

usage terminating in the following locations, based on origination type:



Origination Type

Location Local Network Connection Dedicated Switched

Australia $0.1296 $0.1296 $0.1377

Belgium 0.1296 0.1296 0.1377

Brazil 0.2835 0.2835 0.2957

Canada 0.0650 0.0650 0.0850

China 0.4050 0.4050 0.4260

France 0.1100 0.1100 0.1300

Germany 0.1100 0.1100 0.1300

Italy 0.1100 0.1100 0.1300

Japan 0.1296 0.1296 0.1377

United Kingdom 0.0650 0.0650 0.0850

4.1.3 Features: The Company will waive the Customer‟s monthly recurring charges for MCI Perspective

Plus for the following services: IXPLUS, VNET and VISION.



4.1.4 On-Net Videoconferencing: In lieu of any other rates and discounts, the Customer will be charged the

following fixed per-minute per-site: (i) Port Usage charges; and, (ii) Dial-Out Transport charges per

increment of 2 channel 112/128 kbps, for domestic On-Net Videoconferencing usage:



Usage Charges Rate

Port $0.8528

Transport 0.1411



4.1.4.1 International On-Net Videoconferencing: In lieu of any other rates and discounts, the

Customer will be charged a fixed $0.2667 per-minute per-site rate for Dial-Out Transport

charges per increment of 2 channel 112/128 kbps for international On-Net

Videoconferencing usage terminating in Australia, Hong Kong, Japan and Singapore.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.1429 per-

minute per-site rate for Dial-Out Transport charges per increment of 2 channel 112/128

kbps for international On-Net Videoconferencing usage terminating in the United Kingdom.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.40 per-

minute per-site rate for Dial-Out Transport charges per increment of 2 channel 112/128

kbps for international On-Net Videoconferencing usage terminating in Canada, Mexico and

Puerto Rico.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.40 per-

minute per-site rate for Dial-Out Transport charges per increment of 2 channel 112/128

kbps for international On-Net Videoconferencing usage terminating in Austria, Belgium,

Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands,

Norway, Portugal, Spain, Sweden and Switzerland.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.40 per-

minute per-site rate for Dial-Out Transport charges per increment of 2 channel 112/128

kbps for international On-Net Videoconferencing usage terminating in China, Indonesia,

Korea, Republic of, Malaysia, New Zealand, Philippines and Taiwan.



In lieu of any other rates and discounts, the Customer will be charged a fixed $4.00 per-

minute per-site rate for Dial-Out Transport charges per increment of 2 channel 112/128

kbps for international On-Net Videoconferencing usage terminating in Antigua, Argentina,

Bahamas, Bahrain, Barbados, Bermuda, Brazil, Chile, Colombia, Costa Rica, Croatia,

Cyprus, Czech Republic, Dominican Republic, Guadeloupe, Guam, Hungary, Iceland,

India, Israel, Jamaica, Jordan, Liechtenstein, Monaco, Pakistan, Peru, Poland, Qatar,

Russia, San Marino, Senegal, Slovenia, South Africa, St. Lucia, Thailand,

Trinidad/Tobago, United Arab Emirates, Ukraine, Uruguay, Vatican City and Vietnam.



4.1.5 Switched Data Service: The Customer will be charged the following fixed per-minute rates for

domestic On-Net Outbound Switched Data Service usage per increment of 64 kbps, based on

origination and termination type:



Origination Termination Rate

Local Network Connection Local Network Connection $0.0285

Local Network Connection Dedicated 0.0285

Local Network Connection Switched 0.0285

Dedicated Local Network Connection 0.0285

Dedicated Dedicated 0.0285

Dedicated Switched 0.0385

Switched Local Network Connection 0.0285

Switched Dedicated 0.0385

Switched Switched 0.0695



4.1.6 Toll Free Digital Service: The Customer will be charged the following fixed per-minute rates for

domestic On-Net Inbound Toll Free Digital Service usage per increment of 64 kbps, based on

origination and termination type:



Origination Termination Rate

Local Network Connection Local Network Connection $0.0285

Local Network Connection Dedicated 0.0285

Local Network Connection Switched 0.0285

Switched Local Network Connection 0.0285

Switched Dedicated 0.0385

Switched Switched 0.0695



4.2 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:



Method Rate

Premier Dial-Out Access $0.2500

Premier MCI Toll Free Meet-Me Access 0.2100

Premier Toll Meet-Me Access 0.2025

Standard Dial-Out Access 0.1900

Standard MCI Toll Free Meet-Me Access 0.1500

Standard Toll Meet-Me Access 0.1200

Unattended Toll Free Meet-Me Access 0.0600

Unattended Toll Meet-Me Access 0.0550

Instant Meeting Dial-Out 0.0600

Instant Meeting Toll Free Meet-Me 0.0600

Instant Meeting Toll Meet-Me 0.0550



4.2.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:



Method Rate

Premier Dial-Out Access $0.26

Premier MCI Toll Free Meet-Me Access 0.22

Standard Dial-Out Access 0.20

Standard MCI Toll Free Meet-Me Access 0.16

Unattended Toll Free Meet-Me Access 0.07

Instant Meeting Toll Free Meet-Me 0.07



4.2.2 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.21 per-minute per-participant for Net Conferencing usage and a fixed $0.27 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



4.2.2.1 Reserved Net Conferencing Option PW: The Customer will be charged the following fixed

monthly recurring charges for Option PW, based on the number of seats provided under

the option and whether the Customer subscribes to SSL for the service.



Call Type/Charge

Reserved Seats Without SSL With SSL

5 – 10 $149 $189

11 – 50 112 149

51 – 150 102 135

151+ 94 120



The Customer will be charged a fixed $7.50 overage charge (per each 15 minute

increment) for each seat that exceeds the number of seats to which the Customer

subscribes.



4.2.2.2 Reserved Net Conferencing Option WX: The Customer will be charged the following fixed

monthly recurring charges for Option WX for which the Customer does not subscribe to

SSL, based on the number of seats provided under the option:



Reserved Seats Charge

5 – 25 $170

26 – 50 128

51 – 200 113

201 + 95



The Customer will be charged a fixed $7.50 overage charge (per each 15 minute

increment) for each seat that exceeds the number of seats to which the Customer

subscribes.



The Customer will be charged the following fixed monthly recurring charges for Option WX

for which the Customer subscribes to SSL, based on the number of seats provided under

the option:

Reserved Seats Charge

5 – 25 $180

26 – 50 145

51 – 200 128

201 + 120



The Customer will be charged a fixed $7.50 overage charge (per each 15 minute

increment) for each seat that exceeds the number of seats to which the Customer

subscribes.



4.2.3 Instant Replay Plus: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.26 per-minute per-caller charge for toll free number access and a fixed $0.26 per-minute per-

caller charge for toll number access.



4.3 Frame Relay Service: In lieu of any other rates, the Customer will be charged the following fixed monthly

recurring port charges for domestic Frame Relay Service (Option 2), based on port speed:



Port Speed Monthly Recurring Charge

56/64 $163

128 315

256 466

384 587

512 723

768 870

1024 1,050

1536 1,211

3072 1,923

4608 2,272

6144 2,529

7680 2,878

9216 3,334

10752 3,679

12288 4,023

19800 4,437

44184 4,680



In lieu of any other rates, the Customer will be charged the following fixed monthly recurring PVC charges for

domestic Frame Relay Service (Option 2), based on Committed Information Rate (CIR):



CIR Monthly Recurring Charge

16 $12

32 22

48 31

56 39

64 40

128 73

192 110

256 147

384 219

448 255

512 305

768 414

1024 529

1536 570

3072 649

4608 973

6144 1,316

7680 1,645

9216 1,974

10752 2,303

15360 3,290

18432 3,948

21504 4,606

30720 6,329

43008 8,439



4.4 Dedicated Leased Line Service: In lieu of any other rates, the Customer will be charged the following fixed

monthly recurring domestic Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC)

charges for Voice Grade Private Line Service circuits, based on circuit mileage:

Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $375.00 $0.25



In lieu of any other rates, the Customer will be charged the following fixed monthly recurring domestic

Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for DS-0 Service circuits,

based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $375.00 $0.25



In lieu of any other rates, the Customer will be charged the following fixed monthly recurring domestic

Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for Digital Data Service

circuits (at 2.4, 4.8 and 9.6 kbps), based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $375.00 $0.25



In lieu of any other rates, the Customer will be charged the following fixed monthly recurring domestic

Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for Digital Data Service

circuits (at 56/64 kbps), based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $375.00 $0.25



In lieu of any other rates, the Customer will be charged the following fixed monthly recurring domestic

Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for Fractional DS-1

Service circuits, based on circuit speed (kbps) and circuit mileage:



Circuit Speed Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

56/64 0 - 9999 $600.00 $0.25

112/128 0 - 9999 600.00 0.25

168/192 0 - 9999 600.00 0.25

224/256 0 - 9999 600.00 0.25

280/320 0 - 9999 600.00 0.25

336/384 0 - 9999 600.00 0.25

392/448 0 - 9999 600.00 0.25

448/512 0 - 9999 600.00 0.25

504/576 0 - 9999 600.00 0.25

560/640 0 - 9999 600.00 0.37

616/704 0 - 9999 600.00 0.39

672/768 0 - 9999 600.00 0.41

728/832 0 - 9999 600.00 0.44

784/896 0 - 9999 600.00 0.46

840/960 0 - 9999 600.00 0.49

896/1024 0 - 9999 600.00 0.52

952/1088 0 - 9999 600.00 0.55

1008/1152 0 - 9999 600.00 0.58

1064/1216 0 - 9999 600.00 0.61

1120/1280 0 - 9999 600.00 0.64

1176/1344 0 - 9999 600.00 0.68

1232/1408 0 - 9999 600.00 0.72

1288/1472 0 - 9999 600.00 0.76

1344/1536 0 - 9999 600.00 0.80



In lieu of any other rates, the Customer will be charged the following fixed monthly recurring domestic

Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for DS-1 Service circuits,

based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $600.00 $0.85



In lieu of any other rates, the Customer will be charged the following fixed monthly recurring domestic

Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for DS-3 Service circuits,

based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 – 100 $2,400.00 $10.00

101 – 499 2,700.00 7.00

500 – 9999 3,200.00 7.00

In lieu of any other rates and discounts, the Customer will be charged the following fixed monthly recurring

domestic Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for OC-3 Service

circuits, based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $8,100.00 $18.90



In lieu of any other rates and discounts, the Customer will be charged the following fixed monthly recurring

domestic Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for OC-12

Service circuits, based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $32,400.00 $68.00



In lieu of any other rates and discounts, the Customer will be charged the following fixed monthly recurring

domestic Dedicated Leased Line Service (Option 1 and 2) Inter-Office Channel (IOC) charges for OC-48

Service circuits, based on circuit mileage:



Circuit Mileage Monthly Recurring IOC Charge Per-Mile IOC Charge

0 - 9999 $129,600.00 $245.00



In lieu of any other rates and discounts, the Customer will be charged the following fixed monthly recurring

domestic Dedicated Leased Line Service (Option 1) Inter-Office Channel (IOC) charges for DS-3 Service

circuits between two locations mutually agreed upon between the Company and the Customer, based on

NPA/NXX:



Location A Location B Monthly Recurring IOC Charge

212-324 630-944 $4,912

650-316 630-944 12,324

213-488 630-944 11,479

213-270 630-944 12,000



In lieu of any other rates and discounts, the Customer will be charged the following fixed monthly recurring

domestic Dedicated Leased Line Service (Option 1) Inter-Office Channel (IOC) charges for OC-3 Service

circuits between two locations mutually agreed upon between the Company and the Customer, based on

NPA/NXX:



Location A Location B Monthly Recurring IOC Charge

212-324 630-944 $8,842

650-316 630-944 22,184

213-488 630-944 20,841

213-270 630-944 22,000



In lieu of any other rates and discounts, the Customer will be charged the following fixed monthly recurring

domestic Dedicated Leased Line Service (Option 1) Inter-Office Channel (IOC) charges for OC-12 Service

circuits between two locations mutually agreed upon between the Company and the Customer, based on

NPA/NXX:



Location A Location B Monthly Recurring IOC Charge

212-324 630-944 $36,550

650-316 630-944 91,700



4.5 Access: In lieu of any other rates and discounts, the Customer will be charged the following fixed per-circuit

monthly recurring local loop charge and installation charge for DS-3 Access circuits at NPA/NXX 630-944 and

213-448.



Monthly Recurring Local Loop Charge* Installation Charge*

$1,000 $0



In lieu of any other rates and discounts, the Customer will be charged the following fixed per-circuit monthly

recurring local loop charge and installation charge for OC-3 Access circuits at NPA/NXX 630-944 and 213-448.



Monthly Recurring Local Loop Charge* Installation Charge*

$2,000 $0



In lieu of any other rates and discounts, the Customer will be charged the following fixed per-circuit monthly

recurring local loop charge and installation charge for OC-12 Access circuits at NPA/NXX 630-944.



Monthly Recurring Local Loop Charge* Installation Charge*

$5,000 $0

In lieu of any other rates and discounts, the Customer will be charged the following fixed per-circuit monthly

recurring local loop charge and installation charge for DS-3 Access circuits at NPA/NXX 212-324.



Monthly Recurring Local Loop Charge** Installation Charge**

$0 $0



In lieu of any other rates and discounts, the Customer will be charged the following fixed per-circuit monthly

recurring local loop charge and installation charge for OC-3 Access circuits at NPA/NXX 212-324.



Monthly Recurring Local Loop Charge** Installation Charge**

$300 $0



In lieu of any other rates and discounts, the Customer will be charged the following fixed per-circuit monthly

recurring local loop charge and installation charge for OC-12 Access circuits at NPA/NXX 212-324.



Monthly Recurring Local Loop Charge** Installation Charge**

$500 $0



*Pricing is for a Company Lit Building only.

**Certain restrictions apply.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



The Customer will receive the following discounts on the Customer‟s monthly recurring domestic Dedicated

Leased Line Service (Option 1 and 2) Inter-Office Channel charges set forth in Section 4.4, based on service

type:



Service Type Discount

Digital Data Service 30%

DS-0 Service 30

DS-1 Service 30

DS-3 Service 35

Fractional DS-1 Service 35

Voice Grade Private Line Service 30



5.4.1 Access: The Customer will receive a 25 percent discount on the Customer‟s monthly recurring local

loop charges for DS-0 (Hubless) Access circuits.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: In lieu of any other rates and discounts, the Customer will be charged the per-minute

rates set forth in Section 4.1 for domestic On-Net Outbound Voice Service and On-Net Card usage and the

per-minute rates set forth in Section 4.1.1 for domestic On-Net Inbound Voice Service usage.



5.6.1 International Service: In lieu of any other rates and discounts, the Customer will be charged the per-

minute rates set forth in Section 4.1.2 for international On-Net Outbound Voice Service and On-Net

Card usage terminating in the locations set forth in Section 4.1.2. In lieu of any other rates and

discounts, the Customer will be charged the standard SCA Guide Type 16 rates for international On-

Net Outbound Voice Service and On-Net Card usage, excluding usage terminating in the locations

set forth in Section 4.1.2.



5.7 Frame Relay Service: The Customer will receive a 50 percent discount on the Customer‟s monthly recurring

domestic Frame Relay Service (Option 2) port and PVC charges set forth in Section 4.3.



5.8 audioconferencing: In lieu of any other rates and discounts, the Customer will receive a 20 percent discount on

standard Guide rates for international audioconferencing Dial-Out usage.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR, the

Customer will be billed and required to pay an underutilization charge equal to 60 percent of the difference

between the Customer‟s actual usage during that annual period and the MVR, or a pro rata portion thereof for

any partial annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option; and, (ii) pay an early termination charge equal to 25 percent of the MVR for each annual period

remaining in the term of service, or a pro rata portion thereof for any partial annual period.



6.3 Non-Recurring Credits: The Company will waive the one-time installation and other non-recurring standard

charges associated with the implementation of domestic Company service under this option.



The Customer will receive a $65,000 credit applied against the Customer‟s Company service charges.



The Customer will receive a $65,000 credit applied against the Customer‟s Company service charges after

Month 6 of the term of service.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.



6.6 Other Requirements: In order to be eligible to receive Company service under this option, the Customer must

satisfy the following requirement at the time of option enrollment:



 The Customer must be an existing customer of the Company during the 5-year period immediately

preceding option enrollment.



6.7 Termination Without Liability: The provisions of SCA Type 1 apply.



6.8 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



6.9 Recurring Credits: The Customer will receive a monthly recurring credit against domestic, interstate charges in

an amount equal to 10 percent of the standard tariffed MBS 1 rates in effect for the Customer's intrastate On-

Net Outbound Service and Inbound Service usage.



Beginning in Month 13 of the term of service, the Customer will receive a $900 credit applied against the

Customer‟s Company service charges in the last monthly billing period of each annual period of the term of

service.



6.10 Promotions: The Customer is eligible for the On the Network 2 Lit Building Access Promotion. Standard Guide

terms and conditions apply.



7. Availability: The provisions of SCA Type 1 apply.

OPTION NO. 4149



1. Term and Renewal Options: The term of service is 24 months.



2. Description of Service: The provisions of SCA Type 1 apply. In addition, for purposes of this option, Company service

usage associated with other products of the Company and its affiliates will be used to ascertain whether the MVR under

Section 3 is satisfied. For purposes of Section 3, “Company service usage” shall be expressed in U.S. dollars.



3. Minimum Volume Requirement: The Customer's Company service usage must equal or exceed $12,000 during each

annual period of the term of service (MVR).



4. Rates and Charges: Unless otherwise specified as “fixed”, the rates and charges in this option may be adjusted

periodically during the term of service.



4.1 On-Net Videoconferencing: In lieu of any other rates and discounts, the Customer will be charged the following

fixed per-minute per-site: (i) Port Usage charges; and, (ii) Dial-Out Transport charges per increment of 2

channel 112/128 kbps, for domestic On-Net Videoconferencing usage:



Usage Charges Rate

Port $0.9000

Transport 0.3275



4.1.1 International On-Net Videoconferencing: In lieu of any other rates and discounts, the Customer will

be charged a fixed $0.3625 per-minute per-site rate for Dial-Out Transport charges per increment of

2 channel 112/128 kbps for international On-Net Videoconferencing usage terminating in Australia,

Hong Kong, Japan and Singapore.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.3325 per-minute

per-site rate for Dial-Out Transport charges per increment of 2 channel 112/128 kbps for international

On-Net Videoconferencing usage terminating in the United Kingdom.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.40 per-minute per-

site rate for Dial-Out Transport charges per increment of 2 channel 112/128 kbps for international

On-Net Videoconferencing usage terminating in Canada, Mexico and Puerto Rico.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.40 per-minute per-

site rate for Dial-Out Transport charges per increment of 2 channel 112/128 kbps for international

On-Net Videoconferencing usage terminating in Austria, Belgium, Denmark, Finland, France,

Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden and

Switzerland.



In lieu of any other rates and discounts, the Customer will be charged a fixed $0.40 per-minute per-

site rate for Dial-Out Transport charges per increment of 2 channel 112/128 kbps for international

On-Net Videoconferencing usage terminating in China, Indonesia, Korea, Republic of, Malaysia, New

Zealand, Philippines and Taiwan.



In lieu of any other rates and discounts, the Customer will be charged a fixed $4.00 per-minute per-

site rate for Dial-Out Transport charges per increment of 2 channel 112/128 kbps for international

On-Net Videoconferencing usage terminating in Antigua, Argentina, Bahamas, Bahrain, Barbados,

Bermuda, Brazil, Chile, Colombia, Costa Rica, Croatia, Cyprus, Czech Republic, Dominican

Republic, Guadeloupe, Guam, Hungary, Iceland, India, Israel, Jamaica, Jordan, Liechtenstein,

Monaco, Pakistan, Peru, Poland, Qatar, Russia, San Marino, Senegal, Slovenia, South Africa, St.

Lucia, Thailand, Trinidad/Tobago, United Arab Emirates, Ukraine, Uruguay, Vatican City and

Vietnam.



4.2 audioconferencing: In lieu of any other rates and discounts, the Customer will be charged the following fixed

rates per minute per bridge port (including set-up fees), for domestic audioconferencing usage, based on

method:

Method Rate

Premier Dial-Out Access $0.4025

Premier MCI Toll Free Meet-Me Access 0.3250

Premier Toll Meet-Me Access 0.2900

Standard Dial-Out Access 0.2475

Standard MCI Toll Free Meet-Me Access 0.2225

Standard Toll Meet-Me Access 0.1900

Unattended Toll Free Meet-Me Access 0.1150

Unattended Toll Meet-Me Access 0.0850

Instant Meeting Dial-Out 0.1150

Instant Meeting Toll Free Meet-Me 0.1150

Instant Meeting Toll Meet-Me 0.0850



4.2.1 International audioconferencing: In lieu of any other rates and discounts, the Customer will be

charged the following fixed rates per minute per bridge port (including set-up fees), for international

audioconferencing usage originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands

and terminating in Canada, and originating in Canada and terminating in the U.S. Mainland, Alaska,

Hawaii and the U.S. Virgin Islands, based on method:



Method Rate

Premier Dial-Out Access $0.43

Premier MCI Toll Free Meet-Me Access 0.33

Standard Dial-Out Access 0.28

Standard MCI Toll Free Meet-Me Access 0.23

Unattended Toll Free Meet-Me Access 0.13

Instant Meeting Dial-Out 0.13

Instant Meeting Toll Free Meet-Me 0.13



4.2.2 Net Conferencing: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.2625 per-minute per-participant for Net Conferencing usage and a fixed $0.3700 per-minute per-

participant for Net Conferencing Secure Sockets Layer.



4.2.3 Instant Replay Plus: In lieu of any other rates and discounts, the Customer will be charged a fixed

$0.35 per-minute per-caller charge for toll free number access and a fixed $0.35 per-minute per-

caller charge for toll number access.



5. Volume Discounts:



5.1 Vnet: Vnet is not available under this option.



5.2 MCI 800 Service: MCI 800 Service is not available under this option.



5.3 SCA Discount: Customers enrolled in this option are not eligible for SCA discounts.



5.4 Dedicated Leased Line Service Discounts: The provisions of SCA Type 1 do not apply.



5.5 Charges Not Eligible for Discounts: The provisions of SCA Type 1 apply.



5.6 On-Net Voice Services: On-Net Outbound Voice Service, On-Net Inbound Voice Service and On-Net Card

Service are available under this option at standard Guide rates and discounts.



6. Classifications, Practices and Regulations:



6.1 Underutilization: If during any annual period of the term of service the Customer fails to satisfy the MVR, the

Customer will be billed and required to pay an underutilization charge equal to the difference between the

Customer‟s actual usage during that annual period and the MVR, or a pro rata portion thereof for any partial

annual period.



6.2 Termination with Liability: If the Customer terminates service under this option prior to the expiration of the term

of service, the Customer will be billed and required to: (i) repay a pro rata portion of all credits received under

this option; and, (ii) pay an early termination charge equal to all of the MVR for each annual period remaining in

the term of service, or a pro rata portion thereof for any partial annual period.



6.3 Non-Recurring Credits: The provisions of SCA Type 1 do not apply.



6.4 Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the

Company‟s invoice.



6.5 Guide Rates: The provisions of SCA Type 1 apply.

6.6 Termination Without Liability: The provisions of SCA Type 1 apply.



6.7 Successors and Assigns: The provisions of SCA Type 1 apply, except the Company may not assign this

option, except to an affiliate or successor, without the prior written consent of the Customer, and the Customer

may assign this option to an affiliate or successor without the prior written consent of the Company.



7. Availability: The provisions of SCA Type 1 apply.









Jun.-04

OPTION NO. 4150 (rev. Mar 11, Amendment 16)



Initial Term: 24 months



Commencing on the 12th Amendment Effective Date, the Term will start anew and continue for a period of 24 months.



Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party

terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During

the Extended Term, either party may terminate the Agreement upon at least sixty (60) days prior written notice.



Minimum Annual Volume Commitment: Customer agrees to pay Company no less than $775,000 in Total Service Charges during

each contract year.



Commencing on the 9th Amendment Effective Date and for the remainder of the Term, Customer‟s new AVC will be $1,500,000 in

Total Service Charges, or a pro rata portion thereof for any partial contract year.



Commencing on the 12th Amendment Effective Date and for the remainder of the Term, Customer‟s new AVC will be $900,000 in

Total Service Charges, or a pro rata portion thereof for any partial contract year.



Extended Term Monthly Minimum: During each monthly billing period of the Extended Term, Customer‟s Total Service Charges

must equal or exceed one-twelfth (1/12) of the AVC.



“Total Service Charges” shall mean all charges, after application of all discounts and credits, incurred by Customer for Services

provided under the Agreement, specifically excluding: (a) taxes, tax-like charges and tax-related surcharges; (b) charges for

equipment and data center services (unless otherwise expressly stated herein); (c) charges incurred for goods or services where

Company or Company affiliate acts as agent for Customer in its acquisition of goods or services; (d) non-recurring charges; (e)

Governmental Charges; (f) International pass-through access charges (i.e., Type 3/PTT) and charges for international access

provided by Company (i.e., Type 1); and (g) other charges expressly excluded by the Agreement.



Rates and Charges:



Voice Services: The Customer will pay fixed per-minute rates ranging from $0.0172 to $0.4900 for the following Voice

Services:



Domestic Voice Service: Domestic Outbound Voice Service, including Calling Card and Domestic Inbound

Voice Service based on origination and termination type.



International Outbound Voice Service: International Outbound Voice Service terminating in the following

locations: Italy, the United Kingdom, the United Arab Emigrate, South Korea, Japan, Hong Kong, France, Chili,

Germany and Spain.



International Inbound Voice Service: International Inbound Voice Service usage originating in the following

location: Italy, the United Kingdom, South Korea, Japan, and Hong Kong.



Domestic Enhanced Call Routing: Domestic Platform Charges (beginning when the ECR system answers the

call and ending when the call is released to Customer‟s service location) and Domestic and International

transport charges.



In lieu of any other rates and discounts, Customer will pay a fixed per-call rate ranging from $0.0100 of $0.1000 for the

following Voice Services:



Domestic Card Per-Call Surcharge



ECR Feature Charges: Per-call feature charges for the following features:



Menu Routing

Message Announcement

Standard Database Routing

Database Routing (Standard, Network & Host Connect)

Busy/No Answer Re-routing (B/NAR)

Caller Takeback

TNT (Includes Caller Takeback)

Automated Speech Recognition

Full SIP Transfer

Called Party Give Back

Caller Survey



Note: The prices for Database Routing (Standard, Network & Host Connect), Automated Speech

Recognition, Full SIP Transfer, Called Party Give Back and Caller Survey are not applicable.

Data Services:



Access:



The Customer will pay a fixed monthly recurring per-circuit local loop charge of $218 for DS-1 Access circuits.



The Customer will pay a fixed monthly recurring per-circuit local loop charge of $1,320 and a non-recurring

charge of $0 for DS-3 Access service at 1 NPA/NXX mutually agreed to by Customer and Company.



Discounts:



Voice Services: The Customer will receive a discount equal to 10% for the following Voice Services:



International Outbound Voice Service, Including International Calling Card Service: Standard VBSII Guide rates

for US originating International Outbound Voice Service.



International Toll Free Voice Service: Standard VBSII Guide rates for International Toll Free Voice Service.



Data Services: The Customer will receive discounts ranging from 30% to 55% for the following Data Services:



Access: Standard VBSII Guide local loop charges for DS-0 and DS-3 Access Service.



Private Line Service: Standard VBSII Guide Inter-Office Channel Charges and Per-Mile charges for TDS 1.5,

TDS45, Frac T1.



Frame Relay Service: Standard VBSII Guide monthly recurring port and PVC charges for domestic and

international Frame Relay Service



Classifications, Practices and Regulations:



Underutilization Charges: If, in any contract year during the Term, the Customer‟s Total Service Charges do not meet or

exceed the AVC, then Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and (b) an

“Underutilization Charge” in an amount equal to 25% of the difference between the AVC and the Customer‟s Total

Service Charges during such contract year.



Extended Term Monthly Minimum: If. during any month of the Extended Term, Customer fails to satisfy the

Extended Term Monthly Minimum, then Customer shall pay: (a) all accrued but unpaid usage and other

charges incurred under the Agreement, and (b) an “Underutilization Charge” equal to 25% of the difference

between Customer‟s Total Service Charges during such month and the Extended Term Monthly Minimum.



Early Termination Charges: If: (a) the Customer terminates the Agreement before the end of the Term for reasons other

than for Cause or (b) the Company terminates the Agreement for Cause, then the Customer will pay, within 30 days after

such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount

equal to 25% of the unsatisfied AVC remaining during the year of termination, and for each subsequent annual period

remaining in the Term, plus (iii) a pro rata portion of any and all credits received by the Customer.



Credits:



The Customer will receive 2 credits each equal to $4,167 applied against the Customer‟s Company service usage in

Months 1 and 13 of the Term. If Customer elects the Extension term, a $4,167 credit will be applied in month 25.



Provided that Customer executes and delivers the Agreement to the Company no later than an agreed upon date,

Customer shall receive 2 credits equal to $10,000, which will be applied against Customer's Interstate Total Service

Charges.



Achievement Credits: If during any contract year, Customer's annual Total Service Charges equal one of the levels

below, Customer shall receive the corresponding Achievement Credits. The Achievement Credit will be applied against

Customer's designated Total Service Charges incurred for Interstate and International services and any other services

mutually agreeable by the Company and Customer.



Annual Total Service Charges Achievement Credit

$1,080,0000 $27,000.00



Checkbook Credits: The Customer will receive 2 checkbook Promotion Credits one credit equal to $90,000 and one

credit equal to $10,000. Customer acknowledges that posting of these credits will satisfy the Company‟s obligations

under the Checkbook Promotion provision.

Billing Adjustment Credit: The Customer will receive a $50,000 credit applied in Month 3 following the Ninth Amendment

Effective Date to compensate Customer for the difference between standard rates invoiced during the Month 1 billing

period and the rates and discounts set forth in the Ninth Amendment.



Waivers:



AC/COC Waiver: Company agrees to waive all Access Coordination and/or Central Office Connection charges

associated with all circuits provided.



The Company will waive the one-time installation and other non-recurring standard charges associated with the

implementation of domestic Company service under this option.



Company will waive the one-time installation charges for the Services identified below, an related local loop service,

provided by Company within the 48 contiguous US States under the Agreement. Customer will receive this promotional

waiver benefit on any eligible service provided under this promotion during the Term of the service agreement of which it

is a part. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, any charges

imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other

Governmental Charges will not be waived.



Eligible Products:



- ATM (Domestic)

- Digital T1 Access

- Frame Relay (Domestic)

- Internet NxT1 Ports

- Internet T1 Ports

- Internet T3 Ports

- Internet Dedicated NxT1 Ports

- Private IP

- U.S. Private Line



Minimum Term: Company will waive the “one-year service commitment” as stated in the Early Termination section of the

Agreement.



Payment Arrangements: The Customer must pay for Company service within 30 days of the date of the Company‟s invoice.



Other Requirements: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

requirements at the time of option enrollment:



 The Customer must be an existing Customer of the Company with an annual volume commitment of $1,320,000

each year.

 Lenscrafters, Inc., Sunglass Hut International, Inc., Retail Brand Alliance, Inc., and Avant-Garde Optics LLC shared

in a previous 3 year agreement with an AVC of $4.4M.

 The Customer currently bills at least $7,500 each month in Internet Services with the Company.

 At least 100 customer locations currently utilize the Company‟s services.



Monitoring Conditions: In order to be eligible to receive Company service under this option, the Customer must satisfy the following

conditions during each annual period of the Term:



 No more than 25 percent of the Customer‟s domestic Frame Relay service network will be at 128 kbps. If Customer

fails to satisfy this condition during any annual period, then the Company reserves the right to bill Customer a $150

charge for each site above the threshold set forth herein.



Promotions: The Customer is eligible for the following promotions as set forth in the Guide:



On the Network V Lit Building Access Promotion