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Exhibit 10.32.1
[LOGO] MCI WORLDCOM
FIRST AMENDMENT TO CARRIER GLOBAL SERVICES AGREEMENT
This is the First Amendment to the Carrier Global Services Agreement (this
"Amendment") by and between MCI WORLDCOM Communications, Inc. on behalf of
itself and its U.S.-based affiliates and their respective successors (together,
"MCI WorldCom") and Universal Access, Inc. ("Customer"), and amends that certain
Carrier Global Services Agreement which was signed by Customer on September 24,
1999 and signed by MCI WorldCom on December 14, 1999 (the "CGSA" or "Original
Agreement"). Unless otherwise defined herein, capitalized terms used in this
Amendment will have the same meanings as set forth in the Original Agreement.
Except as otherwise expressly modified or amended herein, all terms and
conditions contained in the Original Agreement will remain in full force and
effect and will not be altered or changed by this Amendment. The Original
Agreement including this Amendment will be referred to as the "Agreement." This
Amendment is binding when signed by Customer and subsequently signed by MCI
WorldCom and once signed by MCI WorldCom the rates, charges, and discounts set
forth herein will be effective the first day of the second (2nd) billing cycle
following Customer's signature date (the "First Amendment Effective Date").
1. Amendment. The parties hereby agree that the Original Agreement is amended
as follows:
(a) By deleting Section 3 of Schedule One of the Original Agreement in
its entirety and replacing it as follows:
3. Minimum Volume Requirements.
3.1 Monthly Minimum. During each Monthly Period of the Term
following the expiration of the Ramp Period, Customer's
Total Usage Charges under this Agreement must equal or
exceed Five Hundred Thousand Dollars ($500,000) (the
"Monthly Minimum").
3.2 Location Specific Subminimums. During each Monthly
Period of the Term following the expiration of the
Location Specific Ramp Period, Customer must meet the
following location specific volume requirements. Each
location specific volume requirement shall contribute to
Customer's Monthly Minimum. A "Location Specific Ramp
Period" for a specific location shall start on the date
that MCI Worldcom notifies Customer by email or other
written notice that MCI WorldCom has installed,
activated and tested telecommunications facilities
consisting of fiber optic cables and communications
equipment with a capacity equal to or greater than OC-48
at the specific location and shall continue for a period
of six (6) months thereafter. Commencing with the First
Amendment Effective Date and all times during the
Location Specific Ramp Period for each specific
location, Customer will receive the rates, discounts,
charges and credits set forth herein and will not be
subject to any minimum usage requirements.
3.2.1 Dallas UTX Subminimum. During each Monthly Period
of the Term following the expiration of the
Location Specific Ramp Period for the Dallas UTX,
Customer's Usage Charges for MCI WorldCom Services
provided to customer originating from customer's
Universal Transport Exchange, 400 South Akard
Street, Dallas, Texas (the "Dallas UTX") must
equal or exceed *** (the "Dallas UTX Submission").
3.2.2 Los Angeles UTX Subminimum. During each Monthly
Period of the Term following the expiration of the
Location Specific Ramp Period for the Los Angeles
UTX, Customer's Usage Charges for MCI WorldCom
Services provided to Customer originating from
Customer's Universal transport Exchange, 530 West
6th Street, Los Angeles, California (the "Los
Angeles UTX") must equal or exceed *** (the "Los
Angeles UTX Subminimum").
*** 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.
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3.2.3 Miami UTX Subminimum. During each Monthly Period
of the Term following the expiration of the
Location Specific Ramp Period for the Miami UTX,
Customer's Usage Charges for MCI WorldCom Services
provided to Customer originating from Customer's
Universal Transport Exchange, 200 S.E. First
Street, Miami, Florida (the "Miami UTX") must
equal or exceed *** (the "Miami UTX Subminimum").
3.2.4 New York UTX Subminimum. During each Monthly
Period of the Term following the expiration of the
Location Specific Ramp Period for the New York
UTX, Customer's Usage Charges for MCI WorldCom
Services provided to Customer originating from
Customer's Universal Transport Exchange, 601 West
26th Street, New York, New York (the "New York
UTX") must equal or exceed *** (the "New York UTX
Subminimum").
3.2.5 San Francisco UTX Subminimum. During each Monthly
Period of the Term following the expiration of the
Location Specific Ramp Period for the San
Francisco UTX, Customer's Usage Charges for MCI
WorldCom Services provided to Customer originating
from Customer's Universal Transport Exchange, 200
Paul Avenue, San Francisco, California (the "San
Francisco UTX") must equal or exceed *** (the
"San Francisco UTX Subminimum").
(b) By deleting Section 4 of Schedule One of the Original Agreement in
its entirety and replacing it as follows:
4. Underutilization.
4.1 Monthly Minimum. If, in any Monthly Period of the Term
after the expiration of the Ramp Period, Customer's
Total Usage Charges are less than the Monthly Minimum,
then Customer will pay: (1) all accrued but unpaid Usage
Charges and other charges incurred by Customer; and (2)
an underutilization charge (which Customer hereby agrees
is reasonable) equal to the difference between the
Monthly Minimum and Customer's Total Usage Charges
during such Monthly Period.
4.2 Dallas UTX Subminimum. If, in any Monthly Period of the
Term after the expiration of the Location Specific Ramp
Period for the Dallas UTX, Customer's Usage Charges for
MCI WorldCom Services provided to Customer originating
and/or terminating at Customer's Dallas UTX are less
than the Dallas UTX Subminimum, then Customer will pay:
(1) all accrued but unpaid Usage Charges and other
charges incurred by Customer; and (2) an
underutilization charge (which Customer hereby agrees is
reasonable) equal to the difference between the Dallas
UTX Subminimum and Customer's total Usage Charges for
Services provided to Customer originating and/or
terminating at Customer's Dallas UTX during such Monthly
Period.
4.3 Los Angeles UTX Subminimum. If, in any Monthly Period of
the Term after the expiration of the Location Specific
Ramp Period for the Los Angeles UTX, Customer's Usage
Charges for MCI WorldCom Services provided to Customer
originating and/or terminating at Customer's Los Angeles
UTX are less than the Los Angeles UTX Subminimum, then
Customer will pay: (1) all accrued but unpaid Usage
Charges and other charges incurred by Customer; and (2)
an underutilization charge (which Customer hereby agrees
is reasonable) equal to the difference between the Los
Angeles UTX Subminimum and Customer's total Usage
Charges for Services provided to Customer originating
and/or terminating at Customer's Los Angeles UTX during
such Monthly Period.
4.4 Miami UTX Subminimum. If, in any Monthly Period of the
Term after the expiration of the Location Specific Ramp
Period for the Miami UTX, Customer's Usage Charges for
MCI WorldCom Services provided to Customer originating
and/or terminating at Customer's Miami UTX are less than
the Miami UTX Subminimum, then Customer will pay: (1)
all accrued but
*** 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.
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unpaid Usage Charges and other charges incurred by
Customer; and (2) an underutilization charge (which
Customer hereby agrees is reasonable) equal to the
difference between the Miami UTX Subminimum and
Customer's total Usage Charges for Services provided to
Customer originating and/or terminating at Customer's
Miami UTX during such Monthly Period.
4.5 New York UTX Subminimum. If, in any Monthly Period of
the Term after the expiration of the Location Specific
Ramp Period for the New York UTX, Customer's Usage
Charges for MCI WorldCom Services provided to Customer
originating and/or terminating at Customer's New York
UTX are less than the New York UTX Subminimum, then
Customer will pay: (1) all accrued but unpaid Usage
Charges and other charges incurred by Customer; and (2)
an underutilization charge (which Customer hereby agrees
is reasonable) equal to the difference between the New
York UTX Subminimum and Customer's total Usage Charges
for Services provided to Customer originating and/or
terminating at Customer's New York UTX during such
Monthly Period.
4.5 San Francisco UTX Subminimum. If, in any Monthly Period
of the Term after the expiration of the Location
Specific Ramp Period for the San Francisco UTX,
Customer's Usage Charges for MCI WorldCom Services
provided to Customer originating and/or terminating at
Customer's San Francisco UTX are less than the New York
UTX Subminimum, then Customer will pay: (1) all accrued
but unpaid Usage Charges and other charges incurred by
Customer; and (2) an underutilization charge (which
Customer hereby agrees is reasonable) equal to the
difference between the San Francisco UTX Subminimum and
Customer's total Usage Charges for Services provided to
Customer originating and/or terminating at Customer's
San Francisco UTX during such Monthly Period.
(c) By deleting Section 6 of Schedule One of the Original Agreement in
its entirety and replacing it as follows:
6. Termination Liability. If (A) Customer terminates this
Agreement during the Term for reasons other than (1) to take
service under another arrangement with MCI WorldCom having
equal or greater term and volume requirements or (2) for
"Cause" (as hereinafter defined), or (B) MCI WorldCom
terminates this Agreement for "Cause" or in accordance with
Section 7.2(f) or (g) of Schedule Two, Customer will pay: (1)
all accrued but unpaid Usage Charges and other charges
incurred through the date of such termination; (2) an amount
(which Customer hereby agrees is reasonable) equal to the
greater of (a) fifty percent (50%) of the aggregate of the
Monthly Minimum(s) (and fifty percent (50%) of a pro rata
portion thereof for any partial Monthly Period) that would
have been applicable for the remaining unexpired portion of
the Term on the date of such termination OR (b) one hundred
percent (100%) of the aggregate of the Location Specific
Subminimum(s) (and one hundred percent (100%) of a pro rata
portion thereof for any partial Monthly Period) for the
remaining unexpired portion of the Term on the date of such
termination; (3) any and all credits received by Customer
hereunder (unless otherwise specified), in full, without
setoff or deduction, AND (4) the aggregate termination charges
payable to any third party suppliers, if any, for which MCI
WorldCom is or becomes contractually liable in connection with
such termination. As used in this Agreement, "Cause" shall
mean a failure to perform a material obligation under this
Agreement which failure is not remedied within thirty (30)
days of the defaulting party's receipt of written notice
thereof, given by the terminating party in accordance with
Section 12.7 of Schedule Two of this Agreement.
2. Complete Agreement. The Agreement is the complete agreement of the parties
and supersedes all other prior agreements and representations concerning
its subject matter.
3. Signature Authorization. The parties have duly executed and agreed to be
bound by this Amendment evidenced by the signatures of their authorized
representatives below. Each party represents and warrants to the other
that the signatory identified beneath its name below has full authority
to execute this Amendment on its behalf.
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One this Amendment has been fully executed, any further amendments to this
Agreement must be in writing and signed by both parties. Customer must sign and
return this Amendment to MCI WorldCom no later than March 31, 2000, and failure
to do so may result in the non-acceptance of this Amendment by MCI WorldCom.
Accepted and agreed:
MCI WORLDCOM Communications, Inc. Universal Access, Inc.
By : /s/ Frank Grillo / Bu By : /s/ Robert J. Pommer
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Name : Frank Grillo Name : Robert J. Pommer
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Title : Vice President, Marketing Title : CTO
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Date : 5-8-00 Date : 5/1/00
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