exv10w2w4



 





Exhibit 10.2.4



Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




 



			
	Amendment No. 46(CA) Rev. 3

SOW:  þ No
	 	Date: June 1, 2007
	             o Yes	 	 










AMENDMENT




TO




CONTRACTOR SERVICES AGREEMENT




FOR




NUMBERING ADMINISTRATION CENTER / SERVICE

MANAGEMENT SYSTEM




ANNUAL UPDATE TO CONVERSION FACTOR




FOR THE PERIOD JUNE 1, 2007 TO MAY 31, 2008




 



CONFIDENTIAL




Page 1









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



 



			
	Amendment No. 46(CA) Rev. 3

SOW:  þ No
	 	Date: June 1, 2007
	             o Yes	 	 





AMENDMENT




TO




CONTRACTOR SERVICES AGREEMENT FOR NUMBERING

ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM




Annual Update to Conversion Factor




For the Period June 1, 2007 to May 31, 2008




1. PARTIES




This Revision 3 (“Revision”) of Amendment Number 46 ( “Amendment”) is entered into pursuant to
Article 30 of, and upon execution shall be a part of, the Contractor Services Agreement for Number
Portability Administration Center/Service Management System, as amended by that certain Amending
Agreement, effective March 31, 2003 (the “Amending Agreement”) and that certain Amending Agreement,
effective October 28, 2005 (the “Second Amending Agreement”) (the “Master Agreement”) by and
between NeuStar, Inc., a Delaware corporation (“Contractor”) and the Canadian LNP Consortium, Inc.,
a corporation incorporated under the laws of Canada (the “Customer”).



2. EFFECTIVENESS




This Revision shall be effective as of the 1st day of June 2007 (the “Revision Effective
Date”) only upon execution of this Revision by Contractor and Customer. The number in the upper
left-hand corner refers to this Revision. Undefined capitalized terms used herein shall have the
meanings ascribed by the Master Agreement.



3. ANNUAL UPDATE




Pursuant to the Amending Agreement of the Master Agreement, Contractor and Customer agreed to
specify all amounts chargeable, payable, or to be credited under the Master Agreement, including,
for greater certainty and without limitation, amounts listed in Exhibit E, Exhibit G and amounts
under or pursuant to any Statement of Work and any Performance Credits, in Canadian dollars, but
except as otherwise provided in the Amending Agreement. For specific annual periods, each such
dollar amount is converted from its U.S. dollar amount into Canadian dollars by multiplying each
such amount by a conversion factor.



CONFIDENTIAL




Page 2









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



 



			
	Amendment No. 46(CA) Rev. 3

SOW:  þ No
	 	Date: June 1, 2007
	             o Yes	 	 





In accordance with the terms of the Amending Agreement, effective on each anniversary of the
Amending Agreement, the conversion factor is recomputed based on the average of the exchange rates
for each of the last five (5) Business Days in the month of April immediately preceding the
applicable anniversary of the Amending Agreement’s effective date, as published in the Key Currency
Cross Rates column of the Wall Street Journal. In accordance with the terms and conditions of the
Amending Agreement, the conversion factor has been set as follows:




	 	•	 	1.5723 for the period June 1, 2003 to May 31, 2004, as reflected in the Amending Agreement
	 
	 	•	 	1.3612 for the period of June 1, 2004 to May 31, 2005, as reflected in Amendment No. 46
	 
	 	•	 	1.2484 for the period of June 1, 2005 to May 31, 2006, as reflected in Revision 1 to
Amendment No. 46
	 
	 	•	 	1.1274 for the period of June 1, 2006 to May 31, 2007, as reflected in Revision 2 to
Amendment No. 46





In accordance with the terms and conditions of the Amending Agreement, the conversion factor for
the period of June 1, 2007 to May 31, 2008 was calculated
to equal 1.1169.



4. AMENDMENT AND RESTATEMENT




Effective on the Revision Effective Date, and throughout the Initial Term, the parties hereby amend
and restate Exhibit E and Exhibit G to the Master Agreement and Section 6.1(c) and Article 16 of
the Master Agreement in their entirety to reflect all amounts chargeable, payable, or to be
credited under the Master Agreement in Canadian dollars based on the conversion factor set forth in
Article 3 above (attached hereto as Attachments 1, 2, 3, and 4 respectively). Notwithstanding the
foregoing, except when and as otherwise expressly provided by a written agreement between
Contractor and Customer, and subject to the reservation in Article 5 below, any amended and
restated document attached hereto is intended for information purposes only.



5. RESERVATION




The rights and obligations of the parties with respect to the calculation and application of a
conversion factor are defined in the Master Agreement, as amended by the Amending Agreement. It is
the intent of the parties that neither party will be prejudiced by any errors or mistakes in
calculating any conversion factor or by the application of any conversion factor. Upon the
discovery of any such error or mistake, the parties will



CONFIDENTIAL




Page 3









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



 



			
	Amendment No. 46(CA) Rev. 3

SOW:  þ No
	 	Date: June 1, 2007
	             o Yes	 	 





promptly and in good faith issue a correction; e.g., by issuing a revised Statement of Work.



6. COMPLETION AND ACCEPTANCE CRITERIA




The following internal documents are applicable to the Additional Services contemplated under this
Revision:



	 	 	 	 	 
	 

	 	N/A
	 	Functional Requirements Specifications
	 

	 	N/A
	 	Requirements Traceability Matrix
	 

	 	N/A
	 	External Design
	 

	 	N/A
	 	System Design
	 

	 	N/A
	 	Detailed Design
	 

	 	N/A
	 	Integration Test Plan
	 

	 	N/A
	 	System Test Plan
	 

	 	N/A
	 	Software Quality Assurance Program Report
	 

	 	N/A
	 	User Documentation
	 

	 	N/A
	 	Software Configuration Management Plan
	 

	 	N/A
	 	Standards and Metrics






7. IMPACTS ON MASTER AGREEMENT.




The following portions of the Master Agreement are impacted by this Revision:



	 	 	 	 	 
	 

	 	   ü   
	 	Master Agreement
	 

	 	None
	 	Exhibit B Functional Requirements Specification
	 

	 	None
	 	Exhibit C Interoperable Interface Specification
	 

	 	   ü   
	 	Exhibit E Pricing Schedules
	 

	 	None
	 	Exhibit F Project Plan and Test Schedule
	 

	 	   ü   
	 	Exhibit G Service Level Requirements
	 

	 	None
	 	Exhibit H Reporting and Monitoring Requirements
	 

	 	None
	 	Exhibit I Key Personnel
	 

	 	None
	 	Exhibit J User Agreement Form
	 

	 	None
	 	Exhibit K External Design
	 

	 	None
	 	Exhibit L Infrastructure/Hardware
	 

	 	None
	 	Exhibit M Software Escrow Agreement
	 

	 	None
	 	Exhibit O Statement of Work Cost Principles






8. MISCELLANEOUS.




CONFIDENTIAL




 



Page 4









 





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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



 



			
	Amendment No. 46(CA) Rev. 3

SOW:  þ No
	 	Date: June 1, 2007
	             o Yes	 	 






     8.1 Continuation of Master Agreement and User Agreement



Except as specifically modified and amended hereby, all the provisions of the Master Agreement and
the User Agreements entered into with respect thereto, and all exhibits and schedules thereto,
shall remain unaltered and in full force and effect in accordance with their terms. From and after
the date hereof, any reference in either the Master Agreement to itself and any Article, Section or
subsections thereof or to any Exhibit thereto, or in any User Agreement to itself or to the Master
Agreement and applicable to any time from and after the date hereof, shall be deemed to be a
reference to such agreement, Article, Section, subsection or Exhibit as modified and amended by
this Revision. From and after the Revision Effective Date, this Revision shall be a part of the
Master Agreement and, as such, shall be subject to the terms and conditions therein.




     8.2 Counterparts.



This Revision may be executed in two or more counterparts and by different parties hereto in
separate counterparts, with the same effect as if all parties had signed the same document. All
such counterparts shall be deemed an original, shall be construed together and shall constitute one
and the same instrument.




     8.3 Entire Agreement.



This Revision sets forth the entire understanding between the Parties with regard to the subject
matter hereof and supersedes any prior or contemporaneous agreement, discussions, negotiations or
representations between the Parties, whether written or oral, with respect thereto.



[THIS SPACE INTENTIONALLY LEFT BLANK]



CONFIDENTIAL




Page 5









 





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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



 



			
	Amendment No. 46(CA) Rev. 3

SOW:  þ No
	 	Date: June 1, 2007
	             o Yes	 	 





IN WITNESS WHEREOF, the undersigned have executed and delivered this Revision 3 to Amendment No.
46:



	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.	 	 
	By: 
	 /s/ Michael O’Connor	 	 
	 

	 	 	 	 
	 
	Its: 
	VP - Customer Relations	 	 
	 

	 	 	 	 
	 
	Date:
	6 June 2007	 	 
	 

	 	 	 	 
	 
	CUSTOMER: Canadian LNP Consortium, Inc.	 	 
	 
	By:
	 /s/ Jacques Sarrazin	 	 
	 

	 	 	 	 
	 
	Its:
	President	 	 
	 

	 	 	 	 
	 
	Date:
	June 4/07	 	 
	 

	 	 	 	 





CONFIDENTIAL




Page 6









 





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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



 



			
	Amendment No. 46(CA) Rev. 3

SOW:  þ No
	 	Date: June 1, 2007
	             o Yes	 	 





ATTACHMENT 1




TO




REVISION 3 TO AMENDMENT NO. 46(CA)




Amended and Restated Exhibit E to Master Agreement




 



CONFIDENTIAL





Page 7










 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




EXHIBIT E




PRICING SCHEDULES




NPAC/SMS SERVICES



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending
Agreement, dated March 31, 2003, the Canadian NPAC/SMS Contractor Services Agreement
Amending Agreement, effective as of the 28th day
of October 2005, and SOW 59 dated December 18, 2006. This Exhibit E is updated effective June 1,
2007.




 









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




PRICING SCHEDULES




     The following schedules set forth the prices at which Contractor will be compensated for
rendering the Services under the Agreement. A general description of these charges and the methods
of billing therefor are set forth in Section 6 of the Agreement. See Agreement for other
applicable charges.



     Notwithstanding anything in the Agreement to the contrary: (a) all amounts chargeable,
payable, or to be credited under the Agreement, including, for greater certainty and without
limitation, amounts listed in Exhibit E, Exhibit G and amounts under or pursuant to any Statement
of Work and any Performance Credits, shall be in Canadian dollars; and (b) all amounts described in
subparagraph (a) immediately above, excluding the amount set forth in Sections 20.1(iv) (which
amount shall continue to be denominated in US dollars) and 20.4(iv) (which amount shall continue to
be denominated in Canadian dollars as set forth below), will be adjusted as follows:


(I) effective on the Effective Date, for the period June 1, 2003 to May 31, 2004, each such dollar
amount, shall be converted from its U.S. dollar amount, as such amounts appear in the Agreement
immediately prior to the Effective Date (other than such of those amounts expressly amended by an
Amending Agreement between Contractor and Customer, dated March 31, 2003, which amended amounts
shall be utilized for the purposes of the conversion described herein) into Canadian dollars by
multiplying each such amount by the number 1.5723; and



(II) effective on each anniversary of the Effective Date, each such dollar amount shall be
converted from its U.S. dollar amount, as such U.S. dollar amounts appear in the Agreement
immediately prior to the Effective Date (other than such of those amounts expressly amended by an
Amending Agreement between Contractor and Customer, dated March 31, 2003, which amended amounts
shall be utilized for the purposes of the conversion described herein), into Canadian dollars by
multiplying each such amount by the average of the exchange rates for each of the last five (5)
Business Days in the month of April immediately preceding the applicable anniversary of the
Effective Date, as published in the Key Currency Cross Rates column of the Wall Street Journal.




     Effective on the Effective Date, and throughout the Initial Term, the dollar amount set forth
in Section 20.4 will be adjusted by multiplying such dollar amount by the number 1.0000.



     Within fifteen (15) days following the last Business Day in April of each year, the parties
shall amend and restate Exhibit E, Exhibit G, Section 6.1(c), and Article 16 in their entirety, to
reflect all dollar amounts in Canadian dollars based on the applicable exchange rate.



The exchange rate determined at the June 1, 2007 anniversary is 1.1169.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003, the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as
of the 28th day of October 2005, and SOW 59 dated December 18, 2006. This Exhibit E is
updated effective and June 1, 2007.




E-1




 









 








Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Schedule 1




Service Element Fees/Unit Pricing




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Price	 	Price
	 	 	 	 	 	 	 	 	U.S.	 	Canadian
	Category	 	Service Element	 	Unit	 	Dollars	 	Dollars
	1. [* * *]
	 	 	 	 	 	 	 	 	 	 
	 	 	[* * *] 
	 	[* * *]	 	$[* * *]	 	$[* * *]
	 	 	[* * *]
	 	[* * *]	 	$[* * *]	 	$[* * *]
	 	 	[* * *]
	 	[* * *]	 	$[* * *]	 	$[* * *]
	 	 	[* * *]
	 	[* * *]	 	  [* * *]	 	$[* * *]
	 	 	[* * *]
	 	[* * *]	 	  [* * *]	 	$[* * *]
	 	 	[* * *]
	 	[* * *]	 	$[* * *]	 	$[* * *]
	 
	 	 	[* * *]
	 	[* * *]	 	$[* * *]	 	$[* * *]
	2. [* * *]
	 	 	 	 	 	 	 	 	 	 
	 	 	  [* * *]1
	 	[* * *]	 	$[* * *]	 	$[* * *]
	 
	 	 	 	 	 	  [* * *]2	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price in	 	 
	 	 	 	 	 	 	USD for	 	 
	 	 	 	 	 	 	each TN	 	 
	 	 	 	 	 	 	Porting	 	 
	 	 	 	 	 	 	Event	 	Price in
	Applicable Tiers	 	Tier Start*	 	Tier End*	 	Within Tier	 	CDN
	Tier 1
	 	             0	 	2,200,000	 	$[* * *]	 	$[* * *]
	Tier 2
	 	2,200,001	 	4,400,000	 	$[* * *]	 	$[* * *]
	Tier 3
	 	4,400,001	 	6,600,000	 	$[* * *]	 	$[* * *]
	Tier 4
	 	6,600,001	 	8,800,000	 	$[* * *]	 	$[* * *]
	Tier 5
	 	8,800,001	 	11,000,000	 	$[* * *]	 	$[* * *]
	Tier 6
	 	11,000,001	 	13,200,000	 	$[* * *]	 	$[* * *]
	Tier 7
	 	13,200,001	 	15,400,000	 	$[* * *]	 	$[* * *]
	Tier 8
	 	15,400,001	 	17,600,000	 	$[* * *]	 	$[* * *]
	Tier 9
	 	17,600,001 and above	 	           N/A	 	$[* * *]	 	$[* * *]








 




			
	*	 	The above tier volumes represent cumulative TN Porting Events measured from [* * *]. The price described above
for each TN Porting Event is the price for each TN Porting Event within each Tier set forth above.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	[* * *]
	 	 	[* * *]	 	 	 	[* * *]	 	 	 	[* * *]	 
	 
	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 
	[* * *]3
	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 
	 
	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 
	[* * *]4
	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 





This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending
Agreement, dated March 31, 2003, the Canadian NPAC/SMS Contractor Services Agreement
Amending Agreement, effective as of the 28th day of October 2005, and SOW 59 dated
December 18, 2006. This Exhibit E is updated effective and June 1, 2007.




E-2




 









 








Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



	 	 	 	 	 	 	 	 	 	 	 
	 
	 	            [* * *]5	 	 	 	[* * *]	 	$     [* * *]	 	$     [* * *]
	 
	 	[* * *]	 	 	 	[* * *]	 	$     [* * *]	 	$     [* * *]
	 
	 	[* * *]	 	 	 	[* * *]	 	$     [* * *]	 	$     [* * *]
	 
	3. [* * *]
	 	 	 	 	 	 	 	 	 	 
	 
	 	        [* * *]6	 	 	 	[* * *]	 	$     [* * *]	 	$     [* * *]
	 
	 
	 	        [* * *]7	 	 	 	[* * *]	 	$     [* * *]	 	$     [* * *]





The TN Porting Event charges described in the TN Porting Event row in the foregoing table (the
“Amended Rates”) shall be effective as of, and based on, volumes of TN Porting Events executed
beginning on [* * *].



Notwithstanding the pricing set forth in the above table (the “Standard Pricing”) if, in any
calendar year during the term of the Agreement, the number of TN Porting Events executed by or on
behalf of Canadian Users in such calendar year exceeds [* * *], the TN Porting Event price for all
TN Porting Events occurring in that calendar year only shall equal the price set forth immediately
to the right of the Tier (or Tiers) corresponding to the cumulative TN Porting Events set forth
below.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price in USD for	 	 
	 	 	 	 	 	 	each TN Porting	 	 
	 	 	 	 	 	 	Event Within Tier	 	 
	 	 	 	 	 	 	for Annual Volume	 	 
	Applicable	 	 	 	 	 	Exceeding [* * *]	 	 
	Tiers	 	Tier Start*	 	Tier End*	 	in a Calendar Year	 	Price in CDN
	Tier 1
	 	              0	 	2,200,000	 	$     [* * *]	 	$     [* * *]
	Tier 2
	 	2,200,001	 	4,400,000	 	$     [* * *]	 	$     [* * *]
	Tier 3
	 	4,400,001	 	6,600,000	 	$     [* * *]	 	$     [* * *]
	Tier 4
	 	6,600,001	 	8,800,000	 	$     [* * *]	 	$     [* * *]
	Tier 5
	 	8,800,001	 	11,000,000	 	$     [* * *]	 	$     [* * *]
	Tier 6
	 	11,000,001	 	13,200,000	 	$     [* * *]	 	$     [* * *]
	Tier 7
	 	13,200,001	 	15,400,000	 	$     [* * *]	 	$     [* * *]
	Tier 8
	 	15,400,001	 	17,600,000	 	$     [* * *]	 	$     [* * *]
	Tier 9
	 	17,600,001 and above	 	         N/A	 	$     [* * *]	 	$     [* * *]
	 
	 		 	 	 	$     [* * *]	 	$     [* * *]





While the foregoing temporary pricing (“Temporary Pricing”) for annual TN Porting Events applies to
all TN Porting Events executed in such calendar year in which the total number of TN Porting Events
exceeds [* * *], such temporary pricing shall be computed, apportioned, and paid after the end of
the calendar year in which the total number of TN Porting Events exceeds [* * *]. As a result,
Contractor shall, within sixty (60) days after the end of such calendar year




This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003, the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as
of the 28th day of October 2005, and SOW 59 dated December 18, 2006. This Exhibit E is
updated effective and June 1, 2007.



E-3




 









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



(or within sixty (60) days of the date of expiry or termination of this Agreement, if such expiry
or termination does not occur at the end of a calendar year), pay to Customer, or, if directed by
Customer, to the Canadian Users in accordance with such direction, that amount equal to the product
of (a) the difference between the Standard Pricing in USD for each TN Porting Event in such
calendar year and the Temporary Pricing in USD for each such TN Porting Event (i.e., USD $[* * *])
multiplied by (b) the total number of TN Porting Events executed by or on behalf of all Canadian
Users during such calendar year.



Notwithstanding the foregoing, if, in any calendar year, the number of TN Porting Events executed
by or on behalf of Canadian Users in such calendar year exceeds [* * *], then the Temporary Pricing
for all TN Porting Events occurring in that calendar year only shall equal the price set forth
immediately to the right of the Tier (or Tiers) corresponding to the cumulative TN Porting Events
set forth below.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price in USD for	 	 
	 	 	 	 	 	 	each TN Porting	 	 
	 	 	 	 	 	 	Event	 	 
	 	 	 	 	 	 	for Annual Volume	 	 
	Applicable	 	 	 	 	 	Exceeding [* * *]	 	 
	Tiers	 	Tier Start*	 	Tier End*	 	in a Calendar Year	 	Price in CDN
	Tier 1
	 	0
	 	2,200,000	 	$     [* * *]	 	$     [* * *]
	Tier 2
	 	2,200,001	 	4,400,000	 	$     [* * *]	 	$     [* * *]
	Tier 3
	 	4,400,001	 	6,600,000	 	$     [* * *]	 	$     [* * *]
	Tier 4
	 	6,600,001	 	8,800,000	 	$     [* * *]	 	$     [* * *]
	Tier 5
	 	8,800,001	 	11,000,000	 	$     [* * *]	 	$     [* * *]
	Tier 6
	 	11,000,001	 	13,200,000	 	$     [* * *]
	 	$     [* * *]

	Tier 7
	 	13,200,001	 	15,400,000	 	$     [* * *]	 	$     [* * *]
	Tier 8
	 	15,400,001	 	17,600,000	 	$     [* * *]	 	$     [* * *]
	Tier 9
	 	17,600,001 and above	 	N/A	 	$     [* * *]	 	$     [* * *]





While the foregoing Temporary Pricing for annual TN Porting Events applies to all TN Porting Events
executed in such calendar year in which the total number of TN Porting Events exceeds [* * *], such
temporary pricing shall be computed, apportioned, and paid after the end of the calendar year in
which the total number of TN Porting Events exceeds [* * *]. As a result, Contractor shall, within
sixty (60) days after the end of such calendar year (or within sixty (60) days of the date of
expiry or termination of this Agreement, if such expiry or termination does not occur at the end of
a calendar year), pay to Customer, or, if directed by Customer, to the
Canadian Users in accordance with such direction, that amount equal to the product of (a) the
difference between the Standard Pricing in USD for each TN Porting Event in such calendar year and
the Temporary Pricing in USD for each such TN Porting Event (i.e., USD $[* * *]) multiplied by (b)
the total number of TN Porting Events executed by or on behalf of all Canadian Users during such
calendar year. For greater certainty, such payments shall be issued in Canadian funds at the then
prevailing exchange rate prescribed under this Agreement, and shall



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003, the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as
of the 28th day of October 2005, and SOW 59 dated December 18, 2006. This Exhibit E is
updated effective and June 1, 2007.




E-4




 









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



be paid to or as directed by Customer, which direction shall be delivered by Customer to
Contractor within the first thirty (30) days of the end of each calendar year.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003, the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as
of the 28th day of October 2005, and SOW 59 dated December 18, 2006. This Exhibit E is
updated effective and June 1, 2007.




E-5




 









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Schedule 2




Training Charges




	 	 	 	 	 	 	 
	 	 	 	 	Price	 	Price
	 	 	 	 	U.S.	 	Canadian
	Service Element	 	Unit	 	Dollars	 	Dollars
	[* * *] * [* * *]
	 	[* * *]	 	$     [* * *]	 	$     [* * *]
	[* * *] * [* * *]8  9
	 	[* * *]	 	$     [* * *]	 	$     [* * *]








 




			
	*	 	Training consists of LTI User Training lasting 8 to 12 hours.




This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003, the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as
of the 28th day of October 2005, and SOW 59 dated December 18, 2006. This Exhibit E is
updated effective and June 1, 2007.




E-6





 










 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Schedule 3




Interoperability Testing *




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Price
	 	 	Category & Service	 	 	 	 	 	 	 	 	 	Canadian
	 	 	Element	 	Unit	 	Price	 	Dollars
	 
	 	 	[* * *]	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	[* * *]	 	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 
	 
	 	 	[* * *]	 	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 
	 
	 	 	[* * *]	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	[* * *]	 	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 
	 
	 	 	[* * *]	 	 	 	[* * *]	 	 	$	[* * *]	 	 	$	[* * *]	 







			
	*	 	[* * *]



 




	 		
	1	 	[* * *]
	 
	2	 	The TN Porting Event [* * *]
	 
	 	 	The TN Porting Event [* * *]
	 
	3	 	An Ad Hoc Report [* * *]
	 
	4	 	[* * *]
	 
	5	 	[* * *]
	 
	6	 	The one-time Log-on ID [* * *]
	 
	7	 	The Mechanized Interface [* * *]
	 
	8	 	[* * *]
	 
	9	 	[* * *]




This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003, the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as
of the 28th day of October 2005, and SOW 59 dated December 18, 2006. This Exhibit E is
updated effective and June 1, 2007.




E-7









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




			
	 	 	 
	Amendment No. 46(CA) Rev. 3
	 	Date: June 1, 2007






SOW: þ No

            o Yes




ATTACHMENT 2




TO




REVISION 3 TO AMENDMENT NO. 46(CA)




Amended and Restated Exhibit G to Master Agreement




Page 8

CONFIDENTIAL




 









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




EXHIBIT G




SERVICE LEVEL REQUIREMENTS




NPAC/SMS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	 	Performance Credit	 	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	 	Canadian Dollars	 	 	Calculation Interval
	1.
	 	Service Availability	 	Maintain a 99.9% 
minimum Service Availability	 	Service Affecting	 	>99.85% but <99.90%:

 $[* * *];	 	>99.85% but <99.90%: 

$[* * *];	 	Monthly
	 
	 	(customer)	 	 	 	 	 	>99.80% but <99.85%: 

$[* * *];	 	>99.80% but <99.85%: 

$[* * *];	 	 
	 
	 	 	 	 	 	 	 	>99.75% but <99.80%: 

$[* * *];	 	>99.75% but <99.80%: 

$[* * *];	 	 
	 
	 	 	 	 	 	 	 	>99.70% but <99.75%: 

$[* * *];	 	>99.70% but <99.75%: 

$[* * *];	 	 
	 
	 	 	 	 	 	 	 	>99.65% but <99.70%: 

$[* * *];	 	>99.65% but <99.70%: 

$[* * *];	 	 
	 
	 	 	 	 	 	 	 	>99.60% but <99.65%: 

$[* * *];	 	>99.60% but <99.65%: 

$[* * *];	 	 
	 
	 	 	 	 	 	 	 	<99.60%: $[* * *]	 	<99.60%: $[* * *]	 	 	 






 









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	Performance Credit	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	Canadian Dollars	 	Calculation Interval
	2.

	 	Scheduled

Service

Unavailability

(Customer)
	 	Scheduled Service Unavailability
will be equal to or less than 20
hours per calendar quarter, or such
longer period otherwise agreed to
by the Parties, provided that such
twenty (20) hour period (each, a “20
Hour Period”) shall not include time
reasonably required for release
implementations, data rebuilds, and
other non-routine tasks (the time for
which shall be agreed to on a case
by case basis). Contractor shall, not
less than ten (10) business days
prior to, and not less than four (4)
business days after, each Scheduled
Service Unavailability event,
provide to Customer a request for
maintenance and report,
respectively, both in the form of
Annex A attached to this Exhibit G.
Contractor shall not proceed with
the proposed Scheduled Service
Unavailability unless it has received
prior written approval (e-mail is
acceptable) from Customer for its
request for maintenance, which
approval shall not be unreasonably
withheld. For greater certainty, for
any Scheduled Service
Unavailability in excess of 20 hours
in each 20 Hour Period, Customer
shall be entitled to enforce all
remedies available to it, including
without limitation Performance
Credits as set forth in this SLR 2.
No Scheduled Service
Unavailability event shall exceed
ten (10) hours. Each such event
shall be scheduled in advance and
shall be coordinated with each
User’s maintenance schedule.
	 	Service

Affecting
	 	$[* * *] for each hour or
portion thereof in excess
of approved Scheduled
Service Unavailability
or such longer period
otherwise agreed to by
the Parties
	 	$[* * *] for each hour or
portion thereof in excess
of approved Scheduled
Service Unavailability
or such longer period
otherwise agreed to by
the Parties
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	SOA/LSMS

Acknowledge-

ment Response

Times

(Customer)
	 	Response time (i.e., means NPAC
processing time) for 95% of the
responses will be equal to or less
than 3 seconds, except for
miscellaneous transactions, such as
queries, audits and edits
	 	Service

Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	LSMS

Broadcast Time

(Customer)
	 	A mean time maximum of 60
seconds from activation to broadcast
	 	Service

Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	SOA to NPAC
Interface
Transaction
Rates
(Customer)
	 	To the extent there is sufficient
load, maintain, for 95% of the
CMIP transactions, a rate of 4
CMIP transactions per second
(sustained) for each SOA to NPAC
SMS interface association; however,
this interface requirement does not
apply when there are at least 40
CMIP transactions per second
(sustained) for a single NPAC/SMS
region. Neither criterion applies if
throughput is impacted by delays
caused by all Users.
	 	Service

Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly






 









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	Performance Credit	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	Canadian Dollars	 	Calculation Interval
	6.

	 	NPAC to
LSMS Interface
Transaction
Rates
(Customer)
	 	To the extent there is sufficient


offered load, maintain, for 95% of 

the CMIP transactions, a rate of 4

CMIP transactions per second

(sustained) over each NPAC/SMS 

to Local SMS interface association; 

however, this interface requirement 

does not apply when there are at 

least 156 CMIP transactions per 

second (sustained) for a single

NPAC/SMS region. Neither 

criterion applies if throughput is 

impacted by delays caused by all
Users.
	 	Service

Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	SOA/LSMS

Interface
	 	Maintain an Interface Availability
 at
a minimum of 99.9%
	 	Service

Affecting
	 	>99.85% but <99.90%: 

$[* * *];
	   	>99.85% but
 <99.90%: 

$[* * *];
	 	Monthly
	 

	 	Availability

(User)
	 	 	 	 	 	>99.80% but <99.85%: 

$[* * *];
	 	>99.80% but <99.85%: 

$[* * *];	 	 
	 

	 	 	 	 	 	 	 	>99.75% but <99.80%: 

$[* * *];
	 	>99.75% but <99.80%:

 $[* * *];	 	 
	 

	 	 	 	 	 	 	 	>99.70% but <99.75%: 

$[* * *];
	 	>99.70% but <99.75%:

 $[* * *];	 	 
	 

	 	 	 	 	 	 	 	>99.65% but <99.70%: 

$[* * *];
	 	>99.65% but <99.70%: 

$[* * *];	 	 
	 

	 	 	 	 	 	 	 	>99.60% but <99.65%: 

$[* * *];
	 	>99.60% but <99.65%: 

$[* * *];	 	 
	 

	 	 	 	 	 	 	 	<99.60%:
$[* * *]
	 	<99.60%:
$[* * *]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	Unscheduled

Backup

Cutover time

(Customer)
	 	A maximum of 10 minutes to 

cutover to the backup site
	 	Service

Affecting
	 	$[* * *]
	 	$[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	NPAC/SMS

Partial Disaster

Restoral

Interval

(Customer)
	 	Partial restoration will be equal
 to or
less than 24 hours (Partial 

restoration meaning the capability 

of receiving, processing and 

broadcasting updates)
	 	Service

Affecting
	 	$[* * *] for each day or
portion thereof in excess
of 24 hours
	 	$[* * *] for each day or
portion thereof in
excess of 24 hours
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	NPAC/SMS

Full Disaster

Restoral

(Customer)
	 	Full restoration will occur at a
maximum of 48 hours
	 	Service

Affecting
	 	$[* * *] for each day or
portion thereof in excess
of 24 hours
	 	$[* * *] for each day or
portion thereof in
excess of 24 hours
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	12.

	 	User Problem

Resolution
	 	Minimum 80% calls during Normal

Business Hours answered by live

operators within 10 seconds
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	14.

	 	User Problem

Resolution
	 	99.0% callback within 30 minutes 

for requests made during other than 

Normal Business Hours
	 	Non Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15.

	 	User Problem

Resolution
	 	A minimum of 99.5% of all 

commitments to get back to the 

User after the initial contact will be
met
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	16.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	18.

	 	System

Security
	 	Monitor and record unauthorized
system access
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event






 









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	Performance Credit	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	Canadian Dollars	 	Calculation Interval
	19.

	 	System

Security
	 	Remedy logon security permission

errors immediately after User

notification
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	20.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	21.

	 	Scheduled

Service

Unavailability

Notification
	 	Notice of Scheduled Service
Unavailability for routine
maintenance of NPAC/SMS to be
given a minimum of 2 weeks in
advance.
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notice of Scheduled Service
Unavailability for non-routine
maintenance of NPAC/SMS to be
given as follows:	 	 	 	 	 	 	 	 
	 

	 	 	 	•     During Normal Business
Hours — a
 minimum of 7 days
in advance
	 	 	 	 	 	 	 	 
	 

	 	 	 	 •      During Non-Normal
Business Hours
         —a minimum of 24
hours in advance
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	22.

	 	Unscheduled

Service

Unavailability

Notification
	 	Notify User within 15 minutes of
detection of an occurrence of
unscheduled Service Unavailability
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23.

	 	Unscheduled

Service

Unavailability

Notification
	 	Provide 30-minute updates of
NPAC status following an
occurrence of unscheduled Service
Unavailability through recorded
announcement and client bulletins
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	24.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 







 









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




			
	 	 	 
	Amendment No. 46(CA) Rev. 3
	 	Date: June 1, 2007






SOW: þ No

            o Yes




ATTACHMENT 3




TO




REVISION 3 TO AMENDMENT NO. 46(CA)




Amended and Restated Section 6.1(c) of the Master Agreement




Page 9

CONFIDENTIAL




 









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




ARTICLE 6 — PRICING AND ADJUSTMENT




6.1



(a) General



Contractor shall be compensated for rendering the Services hereunder at the prices set forth in
Exhibit E — Pricing Schedules (the “Pricing Schedules”). Customer will deliver an Allocation Model
to Contractor for billing on or before the 30th day prior to the close of the first Billing Cycle;
provided, however, that if Customer fails to provide an Allocation Model by such date and until 30
days after such Allocation Model is so provided, Contractor shall be entitled to allocate all
allocable charges hereunder pro rata to the Users, and shall invoice such Users accordingly.
Thereafter, Customer may change the Allocation Model on 30 days written notice period.



Except as provided in a Statement of Work or as otherwise specifically provided hereunder,
Contractor will not increase the prices set forth in the Pricing Schedules during the Initial Term
of this Agreement. Thereafter, the prices for Services may be increased upon not less than 90 days
prior written notice to Customer; provided, however, that (i) any such price increase will not
exceed the total percentage increase, if any, in the CPI for the twelve month period immediately
preceding Contractor’s proposed price increase, or eight percent (8%), whichever is less and (ii)
prices may not be increased more than once in any twelve month period.



(b) One Time Credit



Contractor shall on or before December 31, 2005 pay, by way of credit, the amount of USD$[* * *],
which equals CA$[* * *] under the then-current conversion factor required under Exhibit E, (the
“One Time Credit”) for the benefit of, and for distribution among, the Users who are shareholders
of the Customer (the “Canadian Users”). The One Time Credit shall be payable by Contractor in the
manner stipulated in writing by the Customer in a direction delivered to Contractor, which
direction shall be delivered to Contractor no later than November 30, 2005. For greater certainty,
the Parties expressly acknowledge and agree that the One Time Credit may, in the sole discretion of
the Customer expressed in the direction described in the immediately preceding sentence, be payable
by Contactor: (i) by way of credit against future Canadian User payment obligations to Contractor
(as directed by the Customer); or (ii) by way of payment to the Customer of the One Time Credit (or
a combination of (i) and (ii)), within thirty (30) days of receipt by Contractor of the direction
described in this Section 6.1(b). For greater certainty, if the amount of any such credit allocated
to any Canadian User, as described in (i) in the immediately preceding sentence, exceeds any such
Canadian User’s payment obligations to Contractor in the month in which such credit is allocated by
Contractor (as described in the immediately preceding sentence), the net amount of such credit in
respect of any such Canadian User shall be applied in the next following month, and so on, until
such credit is exhausted, unless otherwise directed by the Customer.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003 and the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as of
the 28th day of October 2005. This amended and restated document is updated effective
June 1, 2007.




 









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



(c) Fixed Annual Credit



Subject to the requirements set forth below in this Section 6.1(c), Contractor shall, in each
calendar year during the Initial Term beginning in 2006, pay an annual credit in the amount of $[*
* *], which equals CA$[* * *] under the current conversion factor required under Exhibit E, for the
benefit of, and for distribution among, the Canadian Users (each a “Fixed Annual Credit”). The
Fixed Annual Credit shall be payable by Contractor in the manner stipulated in writing by the
Customer in a direction delivered to Contractor, which direction shall be delivered to Contractor
for each applicable calendar year no later than November 30 of that calendar year during the
Initial Term beginning in 2006 . For greater certainty, the Parties expressly acknowledge and agree
that the Fixed Annual Credit may, in the sole discretion of the Customer expressed in the direction
described in the immediately preceding sentence, be payable by Contractor: (i) by way of credit
against future Canadian User payment obligations to Contactor (as directed by the Customer); or
(ii) by way of payment to the Customer of the Fixed Annual Credit (or a combination of (i) and
(ii)), within thirty (30) days after both (A) Contractor receives the direction described in this
Section 6.1(c), and (B) the annual, aggregate volume of executed Ported TN Events exceeds the
applicable thresholds set forth below. For greater certainty, if the amount of any such credit
allocated to any Canadian User, as described in (i) in the immediately preceding sentence, exceeds
any such Canadian User’s payment obligations to the Contractor in the month in which such credit is
applied by Contractor (as described in the immediately preceding sentence), the net amount of such
credit in respect of any such Canadian User shall be applied in the next following month, and so
on, until such credit is exhausted, unless otherwise directed by Customer. The Fixed Annual Credit
shall only be payable by Contractor for each calendar year if Canadian Users, in the aggregate for
each applicable calendar year, execute: (i) in the calendar year 2006, more than [* * *] TN Porting
Events; (ii) in the calendar year 2007, more than [* * *] TN Porting Events; (iii) in the calendar
year 2008, more than [* * *] TN Porting Events; (iv) in the calendar year 2009, more than [* * *]
TN Porting Events; (v) in the calendar year 2010, more than [* * *] TN Porting Events; and (vi) in
the calendar year 2011, more than [* * *] TN Porting Events. Notwithstanding anything in this
Section 6.1(c) to the contrary, if the number of TN Porting Events in any calendar year does not
exceed the volume thresholds set forth in the immediately preceding sentence, then that calendar
year’s Fixed Annual Credit forever expires, and in no event shall such Fixed Annual Credit be
available or otherwise be used in a subsequent calendar year, provided that neither Party will be
prejudiced by any error or mistake in calculating the aggregate number of TN Porting Events
described in the immediately preceding sentence. Upon the discovery of any such error the Parties
will promptly, and in good faith correct such error, including any adjustment as may be required
under this Section.



(d) No Withholding or Deduction.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003 and the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as of
the 28th day of October 2005. This amended and restated document is updated effective
June 1, 2007.




 









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



All applicable credits and amounts payable described in Section 6.1(b) and Section 6.1(c)
shall be applied and paid, as described herein, without withholding or any deduction whatsoever.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003 and the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as of
the 28th day of October 2005. This amended and restated document is updated effective
June 1, 2007.




 









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




			
	 	 	 
	Amendment No. 46(CA) Rev. 3
	 	Date: June 1, 2007






SOW: þ No

            o Yes




ATTACHMENT 4




TO




REVISION 3 TO AMENDMENT NO. 46(CA)




Amended and Restated Article 16 of the Master Agreement




Page 10

CONFIDENTIAL




 









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



ARTICLE 16 — DELAYS; PERFORMANCE CREDITS AND CORRECTIVE REPORTING; DEFAULTS; FORCE MAJEURE



16.1 Notice of Delays



Time is of the essence in Contractor’s performance of its obligations under this Agreement.
Contractor shall promptly notify Customer in writing of any anticipated or known delay in
Contractor’s performance of an obligation by the date specified therefor, if any, in this
Agreement, the reasons for the delay, and the expected duration of the delay. In the event of any
failure of Customer or User to perform an obligation which delays or threatens to delay a scheduled
performance date of Contractor under this Agreement (“Customer/User Delay”), Contractor shall
promptly notify Customer in writing of such delay or threatened delay, and Contractor’s scheduled
performance date shall be extended day-for-day for any such actual delay of Customer or User
directly affecting such scheduled performance date. If Contractor fails to notify Customer of a
Customer/User Delay of which Customer or the applicable User does not otherwise have a prior notice
(i.e., pursuant to a Project Plan), Contractor may not use such Customer/User Delay as an excuse
for its failure to meet a scheduled performance date.



16.2 [Deleted]



16.3 Performance Credits



In the event that a Service Affecting Event (as defined below) shall have occurred for any reason
other than the occurrence of a Force Majeure Event or a Customer/User Delay, Contractor shall pay
to Customer or affected Users, as applicable, as “Performance Credits” (and as liquidated damages
and not as a penalty) an aggregate sum equal to the amount set forth under the heading “Performance
Credit Amount” for each such Service Affecting Event, as set forth in Exhibit G; provided, however,
that in no event shall the annual aggregate amount of Performance Credits exceed $ [* *
*] , which equals CA$ [* * *] under the current conversion factor required under
Exhibit E. For purposes hereof, a “Service Affecting Event” shall mean the failure of Contractor to
meet a “Service Affecting” Service Commitment Level set forth in Exhibit G — Service Level
Requirements; provided, however, that if the same facts and circumstances directly or indirectly
result in the failure to meet more than one Service Level, all such related failures, for purposes
of calculating Performance Credits which shall be due in connection therewith, shall be deemed to
be a single Service Affecting Event. [Amended]



In the event that a Non-Service Affecting Event (as defined below) shall have occurred for any
reason, Contractor shall not be required to pay any Performance Credits. For each Non-Service
Affecting Event, Contractor shall (i) notify Customer in writing of such Non-Service Affecting
Event, including in such notification an explanation of the cause of the Non-Service Affecting
Event and a detailed summary of the course of actions, if any, necessary to mitigate the likelihood
of such cause recurring and (ii) diligently pursue the identified course of action to completion.
For purposes hereof, a “Non-Service Affecting Event” shall mean the failure of Contractor to meet
one of the Service Levels other than those which give rise to Service Affecting Events.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003 and the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as of
the 28th day of October 2005. This amended and restated document is updated effective
June 1, 2007.




 









 













Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



16.4 Allocation of Damages Among Users



The aggregate amount of accrued liquidated damages under Section 16.3 above shall be allocated
among Users as directed by Customer and credited against the next succeeding monthly billing to
such Users for Services or, in the event Customer terminates this Agreement as a result of any such
failure, shall be allocated and credited in the same manner, with the balance, if any, remaining
after applying said amounts against any final billings to be paid to such Users by Contractor.
Liquidated damages shall be considered as compensation for direct damages for the delay suffered by
the Users other than those specified in Section 19.1(g) and Contractor shall remain liable for any
of the direct damages specified in Section 19.1(g). [Amended]



16.5 Contractor Defaults



Contractor shall be in default (“Default”) under this Agreement if Contractor shall:





(a) chronically fail to provide the Canadian NPAC/SMS at one or more of the “Service Affecting”
Service Levels, which failure is evidenced by recurring events of the same or similar nature that
are indicative of a systemic problem and which either have been unaffected by Contractor’s repeated
cure efforts, if any, or are reasonably unlikely to be cured with Contractor’s diligent efforts
over a reasonable period, which in any event shall be no less than
30 days; or [Amended] 

(b) fail
to perform any of its other material obligations, i.e., material breach, under this Agreement
(including the obligations referred to in Section 21.3, but excluding the obligations referred to
in Section 16.5(a) above) and such failure continues for a period of 30 days following receipt of
written notice of such failure from Customer; provided, however, that where such failure (other
than with respect to a payment obligation) cannot reasonably be cured within such 30 day period, so
long as Contractor is diligently pursuing such cure, the time for curing such failure shall be
extended for such period as may be necessary for Contractor to complete such cure.


Upon any Default hereunder by Contractor, Customer may, subject to Articles 19 and 26 hereof,
pursue any legal remedies it may have under applicable law or principles of equity.



16.6 Force Majeure



Any failure or delay by Customer, a User or Contractor in the performance of its obligations under
this Agreement shall not be deemed a Default of this Agreement to the extent such failure or delay
is directly or indirectly caused by fire, flood, earthquake, elements of nature or acts of God,
acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States or
Canada, court order, or the occurrence of a Force Majeure Event (as otherwise defined herein)
affecting the non-performing Party’s first-tier suppliers, subcontractors or agents (i.e.,not
subcontractors of subcontractors), or any other similar cause beyond the reasonable control of such
Party and without the fault or negligence of such Party and which cannot be reasonably circumvented
by the non-performing Party through the use of alternate sources, workaround plans or other means
(each, a “Force Majeure Event”). Notwithstanding the foregoing, any failure or delay by Contractor
which results from Contractor’s failure to comply with a requirement of this Agreement intended to
prevent such a failure shall not be considered subject to this Article.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003 and the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as of
the 28th day of October 2005. This amended and restated document is updated effective
June 1, 2007.




 









 











Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Notwithstanding the foregoing, Contractor’s liability for loss or damage to Customer’s
material in Contractor’s possession or control shall not be modified by this clause.



This amended and restated document is intended for information purposes only. The rights and
obligations of the parties are defined in the Contractor Services Agreement dated May 19, 1998, as
amended by the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, dated March 31,
2003 and the Canadian NPAC/SMS Contractor Services Agreement Amending Agreement, effective as of
the 28th day of October 2005. This amended and restated document is updated effective
June 1, 2007.