**Exhibit 10.13.4**

 

**FOURTH AMENDMENT**

 

ThisFourth Amendment (the “**Fourth Amendment**”)is made this 24th day of June, 2004, by and between UniversalAccess, Inc. (“**Customer**”) and MCIWORLDCOM Network Services, Inc. (“**MCI**”)(as assignee of such Agreement from MCI Communications, Inc., an MCI affiliate)to that certain Carrier Global Services Agreement (the “**CGSA**”),******made by and between Customer and MCI, signedby Customer on September 24, 1999, and subsequently accepted by MCI onDecember 14, 1999, including all prior applicable amendments (the “**Prior Amendments**”). In the event of anyconflict between the terms of the CGSA, any Prior Amendment or any applicableAttachment and the terms of this Fourth Amendment, the terms of this FourthAmendment shall control. The CGSA along with the Prior Amendments, allapplicable Attachment(s), and this Fourth Amendment shall collectively bereferred to as the “**Agreement**”.Capitalized terms not defined herein shall have the meaning ascribed to them inother documents referenced herein. All references to “MCI WorldCom” in theAgreement including any amendments, attachments, schedules or exhibits theretowill be deemed to refer to “MCI”.

 

Inconsideration of good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties agree as follows:

 

1.                                       **TERM.** Notwithstanding anything to the contrary contained in this Agreement orSchedule One to the CGSA, the Term shall continue through and includeDecember 31, 2006 (the “**Term**”).Upon expiration of the Term, the Services in question will continue to beprovided pursuant to the same terms and conditions as are then in effect(including without limitation, the applicable rates, discounts and commitments,if any), subject to termination by either party upon thirty (30) days priorwritten notice to the other party.

 

2.                                       **MINIMUM VOLUME REQUIREMENT**. Notwithstanding anything to the contrarycontained in this Agreement, any Prior Amendment, or Schedule One to theCGSA, commencing during each Monthly Period of the Term, Customer’sTotal Usage Charges under this Agreement must equal or exceed Five HundredThousand Dollars ($500,000) (the “**MonthlyMinimum**”).

 

3.                                 **SERVICE ORDERS**. Commencing with the first (1st)day of the first (1st) month following the date this FourthAmendment has been fully executed by both parties and delivered to Customer,the parties agree to substitute Subsection 7.5 of the Schedule Two(Master Terms And Conditions) to the CGSA to read in its entirety as follows:

 

7.5                                 Service Orders. Customer shall request thedelivery of dedicated local access services by executing a service order inform and substance satisfactory to MCI (the “**ServiceOrder**”). The Service Order sets forth the place of delivery, circuitcontracted term, pricing and other details. All Service Orders are subject to

 

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theterms and conditions of this Agreement. A separate Sevice Order must becompleted for each circuit ordered. Customer will be responsible for payment ofthe rates and charges for the contracted term, as set forth in each ServiceOrder. Each Service Order shall survive the termination or expiration of thisAgreement: provided, however, that MCI may terminate one or more Service Ordersif MCI terminates this Agreement pursuant to Section 7 hereof. If Customerterminates a Service Order prior to the end of twelve (12) months (the “**Minimum Installation Period**”) for reasonsother than for “Cause” (as defined in Section 6 of Schedule One) orif MCI terminates a Service Order for Cause prior to the Minimum InstallationPeriod for any circuit, then Customer will pay within thirty (30) days aftersuch termination: the monthly recurring charge for such circuit(s) multipliedby twelve (12) minus the monthly recurring charge for such circuit multipliedby the number of months installed. Notwithstanding a termination of a ServiceOrder, the Agreement and other Service Orders will remain in full force andeffect unless expressly terminated as permitted by this Agreement.

 

4.                                  **OTHER TERMS AND CONDITIONS.** Except as specifically amended or modifiedherein, the terms and conditions of the Agreement will remain in full force andeffect throughout the Service Term and any extensions thereof,

 

**IN WITNESS WHEREOF,**the parties have entered into this FourthAmendment on the date first written above.

 

 
| **UNIVERSAL ACCESS, INC.** |               | **MCI WOLRDCOM NETWORK  SERVICES, INC.** |
|----------------------------|--------------------|------------------------------------------|
|                       |               |                                     |   |
| By:                        | /S/ Randall R. Lay |                                     | By: | /S/ Peter M. Cassidy |
|                       | (Signature)        |                                     |   | (Signature) |
|                       |               |                                     |   |
|                       | Randall  R. Lay    |                                     |   | Peter  M. Cassidy |
|                       | (Print Name)       |                                     |   | (Print Name) |
|                       |               |                                     |   |
|                       | President and CEO  |                                     |   | V.P.,  Wholesale Services |
|                       | (Title)            |                                     |   | (Title) |
|                       |               |                                     |   |
|                       | June 24, 2004 |                                     |   | June 29,  2004 |
|                       | (Date)             |                                     |   | (Date) |
|                            |                    |                                          |  |  |  |

 

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