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EXHIBIT 10.18.2
IXC AMENDMENT NO. 2 TO IXC
COMMUNICATIONS, INC. MASTER SERVICE AGREEMENT
This Amendment No. 2 to the Master Service Agreement is made and entered into by
and between IXC COMMUNICATIONS SERVICES, INC., f/k/a IXC Carrier, Inc./IXC Long
Distance, Inc./IXC Broadband Services, Inc. (generically "IXC"), a Delaware
corporation with its principal place of business at 0000 Xxxxxxx xx Xxxxx Xxx.
Xxxxx, Xxxxxx, Xxxxx 00000 ("Supplier"), and UNIVERSAL ACCESS, INC., an Illinois
corporation with its principal place of business at 000 Xxxxx Xxxxxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 ("Customer").
For purposes of this Amendment, the rates, terms and conditions set forth herein
shall become effective on the first day of the next IXC billing cycle following
the last date of execution below (the "Amendment Effective Date").
This Amendment is made with reference to the following facts:
A. Customer and Supplier are parties to that certain Master Service
Agreement dated as of November 6, 1997 and subsequent Amendment No. 1 dated
March 23, 1999 (as amended, the "Agreement").
B. The parties desire to amend the Agreement pursuant to the terms
set forth below.
TERMS OF AMENDMENT
Accordingly, in consideration of the mutual promises set forth below, the
parties agree as follows:
1. Section 8, Notices, of the Master Service Agreement Terms &
Conditions shall be modified as follows:
8. NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given as of the
date of delivery, facsimile transmission or mailing, and if
mailed, first class postage prepaid, certified or registered
mail, return receipt requested to the following persons, unless
contrary instructions are given by the parties in writing:
If to Supplier: IXC Communications Services, Inc.
0000 Xxxxxxx xx Xxxxx Xxx. Xxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Contract Administration
If to Customer: Universal Access, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, COO
2. Exhibit D, Private Line Pricing, shall be replaced in its
entirety by Exhibit D, Private Line Pricing, attached hereto.
3. All other terms and conditions, provisions, supplements and
exhibits of the Agreement shall remain in full force and effect.
[SIGNATURE LINES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date last
written below.
IXC COMMUNICATIONS SERVICES, INC. UNIVERSAL ACCESS, INC.
BY: /s/ XXX XXXXX BY: /s/ XXXXXX X. XXXXXX
--------------------------------- -------------------------------------
NAME: XXX XXXXX NAME: Xxxxxx X. Xxxxxx
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TITLE: PRES-WHOLESALE TITLE: Chief Operating Officer
------------------------------ ----------------------------------
DATE: 7/19/99 DATE: 7/1/99
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FULL BUSINESS ADDRESS: FULL BUSINESS ADDRESS:
0000 XXXXXXX XX XXXXX XXX. XXXXX 000 XXXXX XXXXXXXXX XXXXX, XXXXX 0000
XXXXXX, XXXXX 00000-0000 Approved as to form XXXXXXX, XXXXXXXX 00000-0000
TELEPHONE: (000) 000-0000 Legal dept. TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000 FACSIMILE: (000) 000-0000
BILLING CONTACT: ACCOUNTS PAYABLE
TELEPHONE: (000) 000-0000
AMENDMENT NO. 2 TO MSA
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EXHIBIT D - PRIVATE LINE PRICING
--------------------------------
RATE PER V&H DS-0 MILE/CIRCUIT LEASE TERM
SERVICE TYPE MONTHLY VOLUME 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS
------------ -------------- -------- -------- ------------ ---------- -------
DS-0 N/A [***] [***] [***] [***] [***]
DS-1 [***] [***] [***] [***] [***] [***]
[***]
DS-3 [***] [***] [***] [***] [***] [***]
[***]
OC-3 [***] [***] [***] [***] [***] [***]
[***]
OC-12 [***] [***] [***] [***] [***] [***]
[***]
OC-48 [***] [***] [***] [***] [***] [***]
MINIMUM CIRCUIT CHARGES:
DS-0 [***]
DS-1 [***]
DS-3 [***]
OC-3 [***]
OC-12 [***]
OC-48 [***]
MINIMUM CIRCUIT TERM: 1 Year
NOTES:
1. ALL PRIVATE LINE SERVICE TO CITIES NOT LISTED ON EXHIBIT C WILL BE
PRICED ON AN INDIVIDUAL CASE BASIS AND WILL BE SUBJECT TO THE TERMS OF
THE UNDERLYING CARRIER.
2. EXISTING CIRCUITS MAY BE RE-RATED AT THE [***] MONTHLY VOLUME RATES
PROVIDED (A) CUSTOMER REACHES AND MAINTAINS [***] IN INVOICED MONTHLY
VOLUME AND (B) CUSTOMER SUBMITS A NEW MARKET SERVICE ORDER FOR EACH
CIRCUIT TO BE RE-RATED WITH A NEW CIRCUIT LEASE TERM.
AMENDMENT NO. 2 TO MSA PRIVATE LINE SERVICES EXHIBIT - PAGE 7
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
