CONFIDENTIAL
PORTIONS OF THIS DOCUM ENT HAVE BEEN
OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT.
PORTIONS FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
LANGUAGE, WHICH HAS BEEN OMITTED, HAS BEEN
REPLACED WITH THE WORD [REDACTED] THROUGHOUT THE TEXT OF THE
AGREEMENT.
AMENDMENT NO. 4
to
WHOLESALE ADVANTAGE SERVICES AGREEMENT
This Amendment No. 4 (this “Amendment”), dated as of
April 1, 2007 (the “Amendment Effective Date”), amends
the Wholesale Advantage Services Agreement (the
“Agreement”), dated as of January 1, 2005, as
previously amended and in effect, by and among Verizon Services
Corp., with offices at 1310 North Court House Rd., Arlington, VA
22201, on behalf of each of its affiliated Incumbent Local
Exchange Carriers (individually and collectively,
“Verizon”), Cordia Communications Corp. (“Cordia
Communications”), with offices at 445 Hamilton Avenue, Suite
408, White Plains, NY 10601 and Cordia Communications of Virginia,
Inc. (“Cordia VA” and, together with Cordia
Communications, “Cordia”), with offices at 445 Hamilton
Avenue, Suite 408, White Plains, NY 10601 (each individually, a
“Party,” and collectively, the
“Parties”).
WITNESSETH :
WHEREAS , the Parties wish to amend the Agreement as set
forth herein.
NOW, THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be bound, hereby agree as follows:
1.
Amendments to the Agreement . Effective as of the
Amendment Effective Date, the Agreement is hereby amended as
follows:
A.
Section 3 of the Agreement, entitled “Rates and
Charges”, is hereby amended by deleting Sections 3.4 and 3.5
therein and by amending and restating Sections 3.2 and 3.3 in their
entirety as follows:
“3.2
In each Verizon Affiliate’s service area, the rate structure
applicable to the Services shall be the same rate structure
previously applicable to DS0 (or POTS) UNE-P services, except as
otherwise provided in Attachment 3. Except as otherwise
provided in Section 3.3 below, Verizon shall bill and Cordia shall
pay the rates and charges set forth in Attachment 3 to this
Agreement as applied to each line in service under this Agreement.
3.3
(a) On and after [REDACTED] and on or before
[REDACTED] , Verizon
shall bill and Cordia shall pay the rates and charges set forth in
Attachment 3 (including the specified Surcharge for the relevant
contract year) as applied to each line actually in service under
this Agreement during that month (the sum of such charges for all
such lines in service under this Agreement in a given month, the
“Monthly Revenue Figure”). If the Average Line
Count for the applicable month is less than the Adjusted Baseline
Volume, Verizon shall bill and Cordia shall pay an additional
charge, calculated by multiplying the difference between the
Average Line Count and the Adjusted Baseline Volume by the Monthly
Average Charge. As used herein, these terms shall have the
following definitions: (i) “Average Line Count”
shall be calculated by adding the number of lines in service under
this Agreement and the number of resale lines that Cordia has with
Verizon on the last day of the applicable month to the number of
lines in service under this Agreement and the number of resale
lines that Cordia has with Verizon on the last day of the preceding
month, and dividing such sum by 2; (ii) “Average Advantage
Line Count” shall be calculated by adding the number of lines
in service under this Agreement on the last day of the applicable
month to the number of lines in service under this Agreement on the
last day of the preceding month, and dividing such sum by 2; (iii)
“Baseline Volume” shall be the total number of Cordia
UNE-P and resale lines that were in service with Verizon in all
jurisdictions as of [REDACTED] , adjusted over the Term
of the Agreement to subtract Cordia UNE-P and resale lines that
were in service as of [REDACTED] and that are no longer
subject to this Agreement because they were located in a Verizon
operating territory (or portion thereof) sold or transferred by
Verizon during the Term of the Agreement (with such adjustment
applying to calculation of the Baseline Volume prospectively from
the date on which Verizon terminated the Agreement as to the
operating territory (or portion thereof) pursuant to Section 41.2
of this Agreement); (iv) “Adjusted Baseline Volume”
shall be the Baseline Volume multiplied by [REDACTED] ; and (v) “Monthly
Average Charge” shall be the billed amount that results from
dividing the Monthly Revenue Figure by the Average Advantage Line
Count.
(b)
During each succeeding twelve (12) month period of the Term (i.e.,
on and after [REDACTED]
), Verizon shall bill and Cordia shall pay the Monthly Revenue
Figure for the relevant month and contract year. If the
Average Line Count for the applicable month is less than the
“Volume Commitment” (which is the Adjusted Baseline
Volume, as increased for each such succeeding twelve (12) month
period by the Multiplier, as defined below), Verizon shall bill and
Cordia shall pay to Verizon an additional charge calculated by
multiplying the differen
