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Exhibit 10.20.3    
  


 
 

THIRD AMENDMENT TO
  CARRIER GLOBAL SERVICES AGREEMENT    
  


        THIS THIRD AMENDMENT TO CARRIER GLOBAL SERVICES AGREEMENT (hereinafter referred to as the "Third Amendment") is entered into as of the dates, set forth below, by
and between MCI WORLDCOM Communications, Inc. ("MCI WorldCom") and Universal Access, Inc. ("Customer"). For the purposes of this Third Amendment, the "Effective Date" of the rates,
discounts, charges and credits set forth herein will be the first day of the first full billing cycle following the acceptance and execution of this Third Amendment by MCI WorldCom ("Third Amendment
Effective Date"). 


WITNESSETH:  


        WHEREAS, Customer and MCI WorldCom entered into that certain Carrier Global Services Agreement signed by Customer on September 24, 1999; that certain First
Amendment to Carrier Global Services Agreement signed by Customer on May 1, 2000; and that certain Second Amendment to Carrier Global Services Agreement signed by Customer on
September 7, 2000 (collectively, the "Agreement") with respect to certain services to be provided to Customer by MCI WorldCom, as more particularly described therein; and 


        WHEREAS,
Customer and MCI WorldCom desire to enter into this Third Amendment for the purpose of amending the Agreement, 


        NOW,
THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 


        1.    Definitions.    All capitalized terms used herein and not expressly defined herein shall have the respective
meanings given to such terms in the Agreement. 


        2.    Domestic Private Line Service (Option 1).    Schedule One to the Agreement shall be amended by adding the
following language as a new Section 9: 



        "9.    "Burn-Out" Termination Right.    Notwithstanding anything to the contrary contained in this Agreement, Customer
may terminate this Agreement without liability for payment of the early termination charges set forth in Section 6 above upon thirty (30) days prior written notice to MCI WorldCom,
provided that Customer's total Usage Charges under this Agreement following the Third Amendment Effective Date exceed Fifty-Eight Million Dollars  ($58,000,000). Absent such a termination by Customer
under the condition that Customer's total Usage Charges under this Agreement following the Third
Amendment Effective Date exceed Fifty-Eight Million Dollars ($58,000,000), this Agreement and all obligations of the parties contained in the Agreement
shall continue in full force and effect, including, without limitation, the Monthly Minimum and the rates set forth herein. 




        3.    Domestic Private Line Service (Option 1).    Section 1.1 of Attachment 3-1 to the Agreement, as
amended by the Second Amendment, shall be further amended by adding the following language to the end of the section: 




"Domestic Private Line Service for Circuits Ordered after the Third Amendment Effective Date (Option 1).    In lieu of all other rates
and discounts (Tariffed or otherwise), for IXC circuits ordered after the Third Amendment Effective Date with a Service Order term of at least ***, Customer will pay the following rate per Voice Grade
Equivalent (VGE) mile with a minimum charge based on the circuit type as set forth below. For IXC circuits ordered after the Third Amendment Effective Date with a Service Order term of ***, Customer
will pay the rates set forth above. These rates are available only for IXC circuits between Tier A cities and does not include charges for Local Access Service. If Customer terminates the Service
Order prior to the end of the Service Order term, then Customer will pay, in addition to all accrued 







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but unpaid charges through the date of such termination, the monthly recurring charges for the remainder of the Service Order term. 




	Circuit Type
 
	 	Rate per

VGE Mile
	 	Minimum Monthly Recurring

Charge per Circuit

	DS-l	 	***	 	***
	DS-3	 	***	 	***
	OC-3	 	***	 	***
	OC-12	 	***	 	***






        4.    E-l Point to Point (Type 1).    Section 1.2 of Attachment 3-1 to the Agreement, as amended
by the Second Amendment, shall be further amended by adding the following language as a new Section 1.2.5: 



        "1.2.5    E-l Point to Point (Type 1).    In lieu of all other rates and discounts (Tariffed or otherwise),
Customer will pay the following monthly recurring charges per circuit based on mileage. Customer agrees that each circuit must have a Service Order term of *** or greater. If Customer terminates the
Service Order prior to the end of the Service Order term, then Customer will pay, in addition to all accrued but unpaid charges through the date of such termination, the monthly recurring charges for
the remainder of the Service Order term. 



	E-1 Point to Point (Type 1)
 

	Mileage
 
	 	All Regions

	0 Mile	 	***
	1 Mile	 	***
	Each Additional Mile	 	***







Circuit
ID el-mib-4dy-000l shall be re-rated and shall receive the rates set forth above beginning with the Third Amendment Effective Date." 





        5.    New Metro Private, Line Service (Type l).    Section 1.2 of Attachment 3-I to the Agreement, as
amended by the Second Amendment, shall be further amended by adding the following language as a new Section 1.2.6: 



        "1.2.6    New Metro Private Line Service (Type 1).    In lieu of all other rates and discounts (Tariffed or
otherwise), for Type 1 Metro Private Line Service installed after the Third Amendment Effective Date with a minimum Service Order term of at least ***, Customer will pay the following monthly
recurring charges per circuit based on circuit type, mileage, and circuit location. In lieu of all other rates and discounts (Tariffed or otherwise, including the rates set forth in
Section 1.2.1), for existing Type 1 Metro Private Line Service with an expired Service Order term, upon signing a new Service Order with a minimum of at least ***, Customer will pay the
following monthly recurring charges per circuit based on circuit type, mileage, and circuit location. For Type 1 Metro Private Line Service installed after the Third Amendment Effective Date
with a Service Order term of ***, Customer will pay the rates set forth in Section 1.2.1. If Customer terminates the Service Order prior to the end of the Service Order term, then Customer will
pay, 






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in addition to all accrued but unpaid charges through the date of such termination, the monthly recurring charges for the remainder of the Service Order term. 



	DS-0 Point to Point
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	DS-0 Endlink
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	DS-1 Point to Point
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	DS-1 Endlink
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***








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	DS-1 Hub
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	DS-3 Endlink
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	DS-3 Point to Point
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	DS-3 Hub
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	OC-3 Point to Point
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***








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	OC-3 Endlink
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	OC-3 Hub
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	OC-12 Point to Point
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	OC-12 Endlink
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






	OC-12 Hub
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***








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	OC-48 Point to Point
 

	ILEC
 
	 	0 Mile
	 	1 Mile
	 	Each Additional Mile

	Ameritech	 	***	 	***	 	***
	Verizon North	 	***	 	***	 	***
	Verizon South	 	***	 	***	 	***
	Bell South	 	***	 	***	 	***
	Pacbell	 	***	 	***	 	***
	Southwestern	 	***	 	***	 	***
	Qwest	 	***	 	***	 	***






        6.    Specific Hub Waiver.    Section 1.2 of Attachment 3-1 to the Agreement, as amended by the Second
Amendment, shall be further amended by adding the following language as a new Section 1.2.7: 



        "1.2.7    Specific Hub Waiver.    During the first consecutive six (6) monthly billing periods following the
Third Amendment Effective Date and for specific UTX hubs as described below only, MCI WorldCom will waive the monthly recurring charge per hub for the remainder of the Service Order term provided that
(1) Customer orders and installs new endlinks connected to such hub with total monthly recurring charges equal the amount set forth in the column titled "New Endlinks" below during the first
consecutive six (6) monthly billing periods following the Third Amendment Effective Date; and (2) Customer maintains the current monthly recurring charges for endlinks as of the Third
Amendment
Effective Date plus the amount set forth in the column titled "New Endlinks" below for the remainder of the Term. As way of illustration and not limitation, if, for circuit ID o6-llv-18l-0001,
the monthly recurring charges for endlinks as of the Third Amendment Effective Date equals *** and during the first consecutive six (6) monthly billing periods following the Third Amendment
Effective Date, Customer orders new endlinks connected to such circuit with monthly recurring charges equal to *** and maintains the total monthly recurring charges for endlinks equal to *** for the
remainder of the Term, then MCI WorldCom will waive the monthly recurring charge of *** for circuit ID o6-11 v-181-0001 for the remainder of the Service Order term. 



	City
 
	 	Address
	 	Circuit ID
	 	Order

Number
	 	Hub Monthly

Recurring

Charge
	 	New

Endlinks

	Washington, DC	 	1120 Vermont	 	o6-l lv-18l-0001	 	i35790	 	***	 	***
	New York	 	60 Hudson	 	o6-xwu-por-0004	 	il11011	 	***	 	***
	New York	 	601 W. 26th	 	o6-bj8-por-000l	 	ii 19520	 	***	 	***
	Portland	 	409 SW 9th St.	 	o6-bim-beq-0001	 	i2097	 	***	 	***
	Seattle	 	2001 6th Ave.	 	o6-sbp-sbv-0005	 	i8496	 	***	 	***
	San Francisco	 	200 Paul Ave.	 	o4-0ey-44m-000l	 	i18474	 	***	 	***






        7.    Metro Private Line Service (Type 2).    Section 1 of Attachment 3-1 to the Agreement shall
be amended by adding the following language as a new Section 1.5: 



        "1.5    Metro Private Line Service (Type 2).    In lieu of all other rates and discounts (Tariffed or
otherwise), for Type 2 Metro Private Line Service installed after the Third Amendment Effective Date, Customer will pay the following monthly recurring charges per circuit based on circuit
type, mileage, circuit location, and Service Order term. If Customer terminates the Service Order prior to the end of the Service Order term, then Customer will pay, in addition to 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 charges through the date of such termination, the monthly recurring charges for the remainder of the Service Order term. 



	5 Year Rates
 

	DS-1 Point to points
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






	DS-1 Endlinks
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






	DS-3 Point to Points
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






	3 Year Rates
 

	DS-1 Point to points
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






	DS-1 Endlinks
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






	DS-3 Point to Points
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






	1 Year Rates
 

	DS-1 Point to points
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***








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	DS-1 Endlinks
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






	DS-3 Point to Points
 
	 	Bell South
	 	Pac Bell
	 	Verizon North
	 	Verizon South
	 	Ameritech
	 	SBC
	 	Qwest

	0 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	1 Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	Each Add'l Mile	 	***	 	***	 	***	 	***	 	***	 	***	 	***






        8.    Entire Agreement.    Except as expressly modified by this Third Amendment, the Agreement shall be and remain in
full force and effect in accordance with its terms and shall constitute the legal, valid, binding, and enforceable obligations of Customer and MCI WorldCom. This Third Amendment, including the
Agreement and the applicable MCI WorldCom tariffs, is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto. In
the event of a conflict between the terms of this Third Amendment and the Agreement, the terms of this Third Amendment shall govern. 



        9.    Section References.    Section titles and references used in this Third Amendment shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby. 


        10.    Acceptance.    The offer created by this Third Amendment shall remain open and be capable of being accepted by
Customer until August 15, 2002. Any and all prior offers made to Customer, whether oral or written, shall be superseded by this offer. Once this Third Amendment has been fully executed, any
amendments must be in writing and signed by both parties. 


IN
WITNESS WHEREOF, MCI WorldCom and Customer have caused this Third Amendment to be duly executed by their authorized representatives as of the dates set forth below, effective as of the Third
Amendment Effective Date. 



	UNIVERSAL ACCESS, INC.	 	MCI WORLDCOM COMMUNICATIONS, INC.
	



	

 	
 	

 	

 
	By:	/s/  MARK A. DICKEY      
	 	By:	/s/  FRANK GRILLO      

	Name:	Mark A. Dickey
	 	 	Frank Grillo
 Vice President, Marketing
	Title:	SVP Procurement & Development
	 	 	 
	Date:	7-25-02
	 	Date:	7-31-02

	Will/UniversalAccess/GSA3rdAmend/katherinemday/7/22/02/D8	 	 	 







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QuickLinks



Exhibit 10.20.3


THIRD AMENDMENT TO CARRIER GLOBAL SERVICES AGREEMENT