Exhibit
10.7.10


 


Amendment #10





 


161 Chestnut Street

1 City Centre

Rochester, NY 14604


August 15, 2005


Mr. G. Boyd, Chief Financial Officer

Eschelon Telecom, Inc.

730 2nd Avenue South, Suite 900

Minneapolis, Minnesota 55402


Re: Amendment to Carrier Service Agreement


Dear Mr. Boyd:


Enclosed please find a fully executed copy of the
above document.


If you have any questions, please contact your sales
manager, Steven Graham.


 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Jacqueline A. LoPresti

  	
   

  
	
   

  	
  Jacqueline A. LoPresti

  
	
   

  	
  Sr. Contract Administrator

  
	
   

  	
  North American Carrier Services

  
	
  Enclosure

  	
   

  



 
















EXECUTION
COPY





 


AMENDMENT #10 TO CARRIER SERVICE AGREEMENT


ESCHELON
TELECOM, INC.


August
3, 2005


This is Amendment #10 to the Carrier Service Agreement
between Global Crossing Bandwidth, Inc., on behalf of itself and its affiliates
that may provide a portion of the services hereunder (“Global Crossing”) and Eschelon Telecom, Inc. (“Eschelon” or “Purchaser”),  dated August 25, 2000, as amended
(the “Agreement”).


1.                          Except
as otherwise stated, capitalized terms used herein shall have the same meaning
as set forth in the Agreement.


2.                          Eschelon’s
IP Transit Service Rate Schedule, Amended Exhibit P(a) is revised as follows:


Eschelon agrees to a Monthly IP Commitment over all of
its OC-n IP circuits of 420 Mbps for a term of two (2) years, commencing with
its first full Billing Cycle following the installation of Eschelon’s OC-3
circuit in Denver, Colorado. Until such installation, the Monthly IP Commitment
shall be 355 Mbps, commencing with Eschelon’s first full Billing Cycle
following execution of this Amendment by Global Crossing.


	
  

  	
   

  	
  Minimum

  	
   

  	
  MRC (Mbps)

  	
   

  
	
  Port

  	
   

  	
  Bandwidth

  	
   

  	
  Full Pipe

  	
   

  	
  Less than Full Pipe

  	
   

  	
  Bursted

  	
   

  
	
  DS-3

  	
   

  	
  10 Mbps

  	
   

  	
  $

  	
  55

  	
   

  	
  $

  	
  60

  	
   

  	
  $

  	
  60

  	
   

  
	
  OC-3

  	
   

  	
  65 Mbps

  	
   

  	
  $

  	
  40

  	
   

  	
  $

  	
  45

  	
   

  	
  $

  	
  50

  	
   

  
	
  OC-12

  	
   

  	
  200 Mbps

  	
   

  	
  $

  	
  35

  	
   

  	
  $

  	
  40

  	
   

  	
  $

  	
  50

  	
   

  



 


If Eschelon’s Monthly IP Commitment does not meet 420
mbps, Eschelon shall be billed a shortfall for that month at $45/mbps. (eg if
Eschelon’s monthly usage is 400 mbps, Eschelon shall be billed a shortfall of
20 mbps x $45 = $900). Usage in excess of minimum commit levels will be
considered burst and will be billed at the applicable bursted rate. Eschelon
reserves the right to increase its minimum commit level to a level higher than
420 Mbps through issuance of a documented order to allow Eschelon to maintain
best possible rate for usage requirements. Requests to change the committed
bandwidth amount must be sent in writing and received by Global Crossing at
least fifteen (15) days prior to the beginning of the Billing Cycle in which
those changes are to occur.


The Parties agree that Eschelon’s Minneapolis, MN OC-3
port shall be cancelled, without termination penalty, and replaced with an OC-3
port located in Denver, CO, which OC-3 port shall have a two (2) year term,
commencing with installation thereof. Any applicable change fees shall be
payable.


The balance of Eschelon’s Amended Exhibit P(a) shall
remain unchanged.


3.                          Eschelon
requests subscription to Global Crossing’s Mid Span Meet Service, attached to
this Amendment as Exhibits V and V(a).













 


4.                          The
revised IP Transit monthly recurring charges, as mentioned in Item #2 above,
will be effective on a go forward basis for all existing and renewed IP
circuits and new IP orders placed following the execution of this Amendment #10
by Global Crossing. The rates for any newly subscribed Service shall be
effective upon execution of this Amendment by Global Crossing.


5.                          The
balance of the Agreement and any executed amendments or addenda thereto not
modified by this Amendment #10 shall remain in full force and effect.


6.                          This
Amendment #10 is effective as of the date signed by Global Crossing below.


 


	
  Global Crossing Bandwidth, Inc.

  	
   

  	
  Eschelon Telecom, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Cody Jenkins

  	
   

  	
  By:

  	
  /s/ Geoffrey M.
  Boyd

  	
   

  
	
   

  	
   Print Name:

  	
   Cody Jenkins

  	
   

  	
   

  	
   Print Name:

  	
    Geoffrey M. Boyd

  	
   

  
	
   

  	
   Print Title:

  	
   Vice President

  	
   

  	
   

  	
  Print Title:

  	
    CFO

  	
   

  
	
   

  	
   North American Carrier Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  8/15/05

  	
   

  	
   

  	
  Date:

  	
  8/9/05

  	
   

  
															



 



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Exhibit V


MID
SPAN MEET ACCESS SERVICE


All Mid Span Meet
facilities are pending Global Crossing’s Engineering approval based upon the
information provided to Global Crossing by Customer in the Service Inquiry
Form. Any approved facilities shall be presented to Customer as an amendment
pursuant to Section A, Subsection 2 below.


TERMS
AND CONDITIONS


A.                                    Service
Overview


1.                                     Global
Crossing shall provide Mid Span Meet Access Service (“MSM Access” or “Service”)
to Customer, consisting of connectivity between the Global Crossing network
Point of Presence (“Global Crossing POP”) and a Network Fiber Distribution
Panel (“NFDP”) owned and maintained by Global Crossing on Global Crossing
Premises. The connectivity is accomplished by a fiber jumper cable supplied by
Global Crossing. The connection at the Global Crossing POP is to circuit(s)
previously purchased, or subscribed for, by Customer. MSM Access is available
for connections to the Global Crossing network at the optical level (speeds of
OC-3 or higher) only.


2.                                       This
Exhibit contains the general terms and conditions applicable to MSM Access.
Separate MSM Access Schedules (“Schedules”) may be attached hereto from time to
time covering each separate site where MSM Access will be established. All
Schedules, upon their execution by both Parties, shall be incorporated herein
and shall become a part hereof.


3.                                       Connectivity
provided by Global Crossing terminates on the Customer side of the NFDP (the “Customer
Interface”) in Global Crossing Premises. The demarcation point is the NFDP in
Global Crossing’s POP. Customer is responsible for handing off an acceptable
interconnecting signal and installing the fiber in accordance with the
requirements of this Exhibit.


4.                                       Customer,
or Customer’s subcontractor, is responsible for (a) bringing interconnecting
fiber to Global Crossing Premises, which shall be identified to Customer by
street address, floor and room number (if applicable), and (b) installing the
interconnecting fiber at the Customer Interface using appropriate Local Access
Interface Equipment.


5.                                       Customer
understands and acknowledges that MSM Access is offered by Global Crossing on
an “as available” basis.


6.                                       Rates
and charges for MSM Access are as set forth in Section C of these Terms and
Conditions, unless otherwise modified for a specific site in the Schedule for
such site.


7.                                       Initial
Capitalized Terms used herein shall have the meaning set forth in Section H
hereof.



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B.                                    Term


The term of a Service
with respect to each specific site shall be as set forth in the applicable
Schedule and shall commence on the Service Commencement Date (the “Commencement Date”),  but shall be immediately
terminable by Global Crossing upon the termination, expiration or cancellation
for any reason of any (i) underlying agreement between Global Crossing and any
other party involving Global Crossing’s continued use of the Facility, (ii) the
agreement to which this Exhibit is attached, or
(iii) this Exhibit. Following the expiration of the term for a
Service as set forth in the Schedule for a Service, the term for such Service
shall automatically renew on a month-to-month basis in accordance with the same
terms and conditions specified herein, unless terminated by either Party upon
sixty (60) days prior notice to the other Party.


Global Crossing shall not
be liable to Customer in any way as a result of Global Crossing’s failure (for
any reason) to tender possession of the Service on or before the scheduled
commencement date listed in the MSM Access Schedule.


C.                                    Charges
and Payment


1.                                       The
charges for each Service are as follows:


A.                      A Monthly
Recurring Charge of US $200 per fiber pair or two (2) positions on a Fiber
Distribution panel will be assessed to Customer’s account upon the Commencement
Date.


B.                        A one-time
Non-Recurring Charge of US $2,000 per six (6) pairs of fiber or twelve (12)
fiber distribution panel assignments will be assessed to Customer’s account
upon the Commencement Date. If additional assignments are needed, the NRC is
$1,000 for each additional six (6) pairs or twelve (12) fiber distribution
panel assignments.


C.                        If
applicable, Customer shall pay Global Crossing the amount set forth in each MSM
Schedule for the cost of engineering or improvements to the Space required to
be made by Global Crossing in order to accommodate Customer’s Mid Span Meet
into the Space (the “Make-Ready Fee”).  The
Make-Ready Fee shall be payable to Global Crossing upon the Commencement Date.


D.                       Fee for
Return to Pre-existing Condition: Upon termination or expiration of a Service,
Customer shall pay to Global Crossing all reasonable costs and expenses of
Global Crossing to return the Premises to its pre-existing condition prior to
the grant to Customer of the rights hereunder, reasonable wear and tear
excepted.


E.                         Dispatch
Fees: $70 per hour (one-hour minimum) for unmanned sites during business hours
(Monday-Friday, 8:00 am to 6:00 pm) and $95 per hour (two-hour minimum), for
unmanned sites during non-business hours and nationally recognized holidays.


F.                         All
charges are exclusive of any and all applicable taxes and regulatory surcharges
(if any) which Global Crossing is permitted or obliged to pass on to Customer.


2.                                       Cancellation
Charges:  Customer acknowledges that
Global Crossing shall commence provisioning of Customer’s order for MSM Access
in reliance upon Customer’s commitment for the Service. In the event of
cancellation of Customer’s Service order for any reason after the scheduled
Commencement Date, but before the payment of the non-recurring charge set forth
in Section C(l) hereof, Customer shall be liable to pay to Global Crossing, as
liquidated damages, the sum of $500.



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E.                                      Maintenance


Global Crossing provides
a coordinated, single point of contact maintenance function for Customer on a 7
day x 24 hour x 365 day basis, which will be identified to Customer.
Maintenance support is: (a) between the Global Crossing network POP and the
Global Crossing side of the NFDP, and (b) on the NFDP itself. Global Crossing
may, in its sole discretion, suspend the provision of a Service (or any part
thereof) for reasons of network or equipment modification, or preventive, or
emergency maintenance, but will use its best efforts to give Customer advance
notice, when practicable, of any such action. Customer shall not make any
alterations, changes, additions or improvements to the Facility without Global
Crossing’s prior written consent.


F.                                      Insurance,
Indemnity and Damage to Facility


1.                                       While
this Exhibit or any Service is in effect, Customer shall maintain in force and
effect policies of insurance as follows:


(i)                        Comprehensive
General Liability Insurance, including contractual liability and broad property
damage, covering personal injury or death and property damage, with a combined
single limit of at least $1 million; and


(ii)                     Worker’s
Compensation Insurance with limits required by the laws of the state in which
the Facility is located.


The liability insurance
shall name Global Crossing as an additional insured and shall be primary
insurance, and Global Crossing’s insurance shall not be called upon for
contribution towards any such loss. Customer’s insurer shall provide Global
Crossing with at least ten (10) days prior written notice of cancellation or
change in coverage. All insurance required of Customer shall be evidenced by
certificates of insurance provided to Global Crossing.


2.                                       Customer
shall be liable for and shall indemnify, defend and hold Global Crossing
harmless from and against any and all claims, demands, actions, damages,
liability, judgments, expenses and costs (including reasonable attorneys fees)
arising from (i) Customer’s use of the Service or (ii) any damage or
destruction to the Premises, Global Crossing’s network or to the Facility or
any property or equipment therein caused by or due to the acts or omissions,
negligent or otherwise of Customer, its employees, agents or representatives,
invitees, or subcontractors. Global Crossing shall be liable for and shall indemnify
Customer as set out in the Agreement.


3.                                       THE
SERVICE IS PROVIDED “AS IS”. GLOBAL
CROSSING MAKES NO WARRANTY, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT, AND
GLOBAL CROSSING EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE. Global Crossing’s entire liability and
Customer’s exclusive remedies against Global Crossing for any damages arising
from any act or omission related to this Exhibit or any Schedule, regardless of
the form of action, shall not exceed in any case the NRCs paid by Customer
hereunder.


4.                                       If
the Facility or the Premises is damaged by fire or other casualty, Global
Crossing shall give immediate notice to Customer of such damage. If Global
Crossing’s landlord or Global Crossing exercises an option to terminate the
lease therefor due to such damage, or Global Crossing’s landlord or Global
Crossing decides not to rebuild the Facility or the Premises, the Schedule
shall terminate as of the date of such exercise or decision as to the affected
Premises. If neither the landlord of the affected Facility nor Global Crossing
exercises the right to terminate or not to rebuild, the landlord or Global
Crossing, as applicable, shall repair the Facility and/or the Premises to
substantially the same condition as prior to the damage, completing the same
with reasonable speed. In such event Customer shall also have the option to
terminate the MSM Services.



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G.                                    General
Terms


1.                                       Title.
Nothing in this Exhibit or in any Schedule shall create or vest in Customer any
right, title or interest in the Service or its configuration, or in the
Premises, or the Facility, other than the right to use the same during the term
of the applicable Schedule under the terms and conditions of this Exhibit.


2.                                       Compliance
with Laws and Regulations. Each Party will comply with all applicable laws,
regulations, rules, and ordinances. Without limiting the foregoing, Customer
shall not utilize the Facility for any unlawful purposes, nor shall Customer
assign, mortgage, sublease, encumber or otherwise transfer any right granted
hereunder.


H.                                    Definitions


As used in this
Agreement, the following Initial-Capitalized terms shall have the meanings
ascribed to them:


“Exhibit”  means this MSM Access Exhibit between
Global Crossing and Customer, attached to and incorporated into the Carrier
Service Agreement between Customer and Global Crossing.


“Customer”  means the Customer identified on the
first page of this Exhibit.


“Customer
Interface”  means
the Customer side of the NFDP.


“Effective Date” means the date on
which this Exhibit and the applicable MSM Access Schedule is signed by Global
Crossing.


“Facility”  means the building where the Premises are
located.


“Global Crossing”  means
Global Crossing Bandwidth, Inc. and any company under common control, directly
or indirectly, with Global Crossing which supports it in the provision of the
Service.


“Global Crossing  POP” means
a network Point of Presence maintained by Global Crossing. A Global Crossing
POP may also incorporate Telehouse functionality, where Global Crossing
determines to establish a Global Crossing POP supporting MSM Access at a
Telehouse.


“Local Access Interface Equipment”  means a jack or “tie down” for
purposes of connecting a circuit at the Customer Interface. This equipment is
the responsibility of Customer or its subcontractor.


“Mid Span Meet Access Service”  means connectivity between the Global
Crossing network Point of Presence and a Network Fiber Distribution Panel (“NFDP”) owned and maintained by Global Crossing on Global Crossing Premises.


“Premises”  means the Global Crossing Premises,
specified by street address, floor and room (if applicable) at which MSM Access
is provided to Customer.


“NFDP”  means Network Fiber Distribution Panel
supplied by Global Crossing for purposes of interfacing with Customer-provided
fiber. Selection of NFDP equipment shall be at the discretion of Global
Crossing.


“Party”  means either Global Crossing or Customer,
and “Parties” means both Global Crossing and
Customer.


“Service”  means Mid Span Meet Access Service.


“Service Commencement Date” means
the date when Customer is notified that the Service ordered is being provided
to the Customer Interface.



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Exhibit V(a)


MSM
ACCESS SCHEDULE # 1


1.                                       Rates
and Charges


The following Rates and Charges apply to the Service:


	
  Monthly Recurring Charge*

  	
   

  	
  $

  	
  200

  	
   

  
	
  Non-Recurring
  Charge*

  	
   

  	
  $

  	
  2,000

  	
   

  
	
  If applicable, Make
  Ready Fee

  	
   

  	
  $

  	
  TBD

  	
   

  



 


Monthly Recurring Charge
and Non-Recurring Charged are waived for one OC-12 port at 511 11th Avenue South Minneapolis MN, so long as
Eschelon pulls fiber for said port.


2.                                       Location
of the Service:


The location of the
Service is Global Crossing’s premises at 511 11th Avenue South, Minneapolis, MN.


3.                                       Initial
Term:


The Initial Term of the
Service is two (2) years.


4.                                       Scheduled
Commencement Date: Upon Installation


 



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