Term Sheet



CONFIDENTIAL




PORTIONS OF THIS DOCUMENT 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 difference between the Volume Commitment and the
Average Line Count by the Monthly Average Charge for the month in question.
 For purposes of this Section 3.3, the Multiplier shall be:  [REDACTED] of the Adjusted Baseline Volume
beginning [REDACTED]; [REDACTED] of the Adjusted Baseline Volume
beginning [REDACTED]; [REDACTED] of the Adjusted Baseline Volume
beginning [REDACTED];  [REDACTED] of the Adjusted Baseline Volume
beginning [REDACTED]; and [REDACTED] of the Adjusted Baseline Volume
beginning [REDACTED].  




(c)

In
addition to any amounts otherwise due and payable by Cordia to Verizon pursuant
to this Agreement, Cordia shall pay to Verizon [REDACTED] 




(d)

For
the avoidance of any doubt, any references to resale lines in this Agreement
shall refer only to resale lines that provide the same services as those
provided by Wholesale Advantage Lines under this Agreement (as described in
Attachment 2) and shall not change the fact that resale lines will continue to
be governed by interconnection agreements between the Parties or Verizon state
tariffs, as applicable, and not by this Agreement.




(e)

 The rates and charges set
forth in this Agreement are provided on the basis of Cordia predominantly
serving residential Customers.  Verizon reserves the right to specify a
unique set of surcharges applicable to Cordia’s business Customers under this
Agreement if Cordia's percentage of residential Customers falls below
[REDACTED] of the total number of
Customers it serves.” 




B.

Section
7 of the Agreement, which is entitled “Term and Termination”, is hereby amended
by amending and restating Section 7.1 therein in its entirety as follows:




“7.1

This
Agreement shall be effective as of the Effective Date, and unless cancelled or
terminated earlier in accordance with the terms hereof, shall continue in effect
until <R> December 31, 2012
</R> (the “Term”).  The Term of this Agreement
may not be extended except by the written agreement of both Parties.
 Unless covered by any successor commercial agreement that the Parties may
have entered into within their sole discretion, any arrangements covered by this
Agreement that Cordia has not disconnected as of the termination date of this
Agreement shall be billed by Verizon and paid by Cordia at Verizon’s
then-prevailing resale rates in the applicable state until Cordia disconnects
the arrangements.”




C.

Appendix
A to Attachment 3 of the Agreement, which is entitled “Attachment 3 -- Appendix
A -- Surcharges”, is hereby amended by amending and restating the table provided
therein in its entirety with the following:




“Attachment 3 – Appendix A- Surcharges




[REDACTED]




For
the time period beginning [REDACTED]
and ending on the termination date of this Agreement (such period, the
“Eligible Period”):




(x)

the
then-applicable monthly Surcharge shall be reduced by [REDACTED] for each Wholesale Advantage
Line on which Cordia orders (and Verizon and/or any Verizon Affiliate
provisions), on behalf of Cordia Customers, Verizon’s Wholesale Advantage voice
mail service; provided that such Surcharge reduction shall only apply (1) during
that portion of the Eligible Period during which such Cordia Customer is a
subscriber (through Cordia) to Verizon’s Wholesale Advantage voice mail service
on such Wholesale Advantage Line and (2) if such Cordia Customer remains a
subscriber (through Cordia) to Verizon’s Wholesale Advantage voice mail service
on such Wholesale Advantage Line for a period of at least sixty (60) consecutive
days (for the avoidance of any doubt, the foregoing being a condition precedent
to the eligibility for such reduction); and




(y)

the
then-applicable monthly Surcharge shall be reduced by [REDACTED]  on each Wholesale
Advantage Line on which Cordia orders (and Verizon and/or any Verizon Affiliate
provisions), on behalf of Cordia Customers, Verizon Online DSL; provided that
such Surcharge reduction shall only apply (1) during that portion of the
Eligible Period during which such Cordia Customer is a subscriber (through
Cordia) to Verizon Online DSL on such Wholesale Advantage Line, (2) if such
Cordia Customer remains a subscriber (through Cordia) to Verizon Online DSL on
such Wholesale Advantage Line for a period of at least sixty (60) consecutive
days (for the avoidance of any doubt, the foregoing being a condition precedent
to the eligibility for such reduction) and (3) if such Cordia Customer was not a
Verizon Customer subscribing to Verizon Online DSL at the time Cordia acquired
such line (for the avoidance of any doubt, the nonoccurrence of the foregoing
being a condition precedent to the eligibility for such reduction).  For
the avoidance of any doubt, the Surcharge reductions set forth above shall not
apply to any Wholesale Advantage Line on which Cordia orders (and Verizon and/or
any Verizon Affiliate provisions), on behalf of Cordia Customers, Verizon Online
Business DSL (or its equivalent).”




2.

Communications
Act.  Neither this Amendment nor the Agreement as amended by this
Amendment constitutes an “agreement” under Section 252(a)(1) of the Act. Neither
this Amendment nor the Agreement as amended hereby is subject to any approval
under Section 252 of the Communications Act by the Federal Communications
Commission (the “FCC”) or any state commission (including the District of
Columbia Commission), nor are they subject to Section 252(i) of the
Communications Act or any regulations promulgated under the Act by the FCC or
any state commission (including the District of Columbia Commission).
 Verizon and Cordia acknowledge and agree that:  (a) Verizon’s
provision of the Services to Cordia does not constitute a request by Cordia, nor
does Verizon’s provision of the Services to Cordia constitute an offer by
Verizon, for interconnection, unbundled access, resale or other services
pursuant to Section 251 of the Act, and (b) neither this Amendment, nor the
Agreement as amended by this Amendment, is subject to Section 252 of the Act,
including any requirement to negotiate, mediate, or arbitrate the Agreement
pursuant to Section 252 of the Act, or file the Amendment or the Agreement with
any state utility commission or the FCC.  




3.

Effective
Date of the Amendment.  This Amendment shall become effective as of the
Amendment Effective Date.




4.

Scope
of Amendment.  This Amendment shall modify and revise the Agreement
only to the extent set forth expressly in this Amendment and, except to the
extent set forth in this Amendment, the rates, terms and conditions of the
Agreement shall remain in full force and effect. 




5.

Conflict
between this Amendment and the Agreement.  This Amendment shall be
deemed to revise the rates, terms and conditions of the Agreement to the extent
necessary to give effect to the rates, terms and conditions of this Amendment.
 In the event of a conflict between the rates, terms and conditions of this
Amendment and the rates, terms and conditions of the Agreement, this Amendment
shall govern.




6.

Counterparts.
 This Amendment may be executed in counterparts, each of which when so
executed and delivered shall be an original and all of which together shall
constitute one and the same instrument.




7.

Captions.
 The Parties acknowledge that the captions in this Amendment have been
inserted solely for the convenience of reference and in no way define or limit
the scope or substance of any term or provision of this Amendment.




8.

Joint
Work Product.  This Amendment is a joint work product, and any
ambiguities in this Amendment shall not be construed by operation of law against
either Party.




9.

Capitalized
Terms.  Capitalized terms used and not otherwise defined herein have
the meanings set forth in the Agreement.







[Signature Page Follows]





1



CONFIDENTIAL




SIGNATURE PAGE




IN WITNESS WHEREOF,
the Parties hereto have caused this Amendment to be executed as of the Amendment
Effective Date.







Cordia
Communications Corp.

Verizon
Services Corp.

Cordia
Communications of Virginia, Inc.




By:
 

By:





Printed:


Printed:





Title:
  

Title:
 

  













 











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