Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
 
 AMENDMENT
 TO
 CONTRACTOR SERVICES AGREEMENT
 FOR
 NUMBERING ADMINISTRATION CENTER / SERVICE  MANAGEMENT SYSTEM
 ANNUAL UPDATE TO CONVERSION FACTOR
 FOR THE PERIOD JUNE 1, 2008 TO MAY 31, 2009
 Page 1CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
 AMENDMENT
 TO
 CONTRACTOR SERVICES AGREEMENT FOR NUMBERING
ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM
 Annual Update to Conversion Factor
 For the Period June 1, 2008 to May 31, 2009
 1. PARTIES
 Revision Amendment Amending Agreement Second Amending Agreement Master Agreement Contractor Customer
 2. EFFECTIVENESS
 st Revision Effective
Date
 3. ANNUAL UPDATE
   Page 2CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
  
    
    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
    
    1.1169 for the period of June 1, 2007 to May 31, 2008, as reflected in Revision 3 to
Amendment No. 46
 1.0125
 4. AMENDMENT AND RESTATEMENT
  5. RESERVATION
  6. COMPLETION AND ACCEPTANCE CRITERIA
  N/A
    
    Functional Requirements Specifications
 Page 3CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
 N/A
    
    Requirements Traceability MatrixN/A
    
    External DesignN/A
    
    System DesignN/A
    
    Detailed DesignN/A
    
    Integration Test PlanN/A
    
    System Test PlanN/A
    
    Software Quality Assurance Program ReportN/A
    
    User DocumentationN/A
    
    Software Configuration Management PlanN/A
    
    Standards and Metrics
 7. IMPACTS ON MASTER AGREEMENT.
  Ö
    
    Master AgreementNone
    
    Exhibit B Functional Requirements SpecificationNone
    
    Exhibit C Interoperable Interface SpecificationÖ
    
    Exhibit E Pricing SchedulesNone
    
    Exhibit F Project Plan and Test ScheduleÖ
    
    Exhibit G Service Level RequirementsNone
    
    Exhibit H Reporting and Monitoring RequirementsNone
    
    Exhibit I Key PersonnelNone
    
    Exhibit J User Agreement FormNone
    
    Exhibit K External DesignNone
    
    Exhibit L Infrastructure/HardwareNone
    
    Exhibit M Software Escrow AgreementNone
    
    Exhibit O Statement of Work Cost Principles
 8. MISCELLANEOUS.
 Continuation of Master Agreement and User Agreement
  Page 4CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
 Counterparts.
  Entire Agreement.
  [THIS SPACE INTENTIONALLY LEFT BLANK]
 Page 5CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
  CONTRACTOR:NeuStar, Inc.By:
    /s/ Michael OConnorIts:  VP-Customer RelationsDate: 1 July 2008CUSTOMER:Canadian LNP Consortium, Inc.By:
    /s/ Jacques SarrazinIts:  PresidentDate:  June 25/2008 Page 6CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
    Amended and Restated Exhibit E to Master Agreement
 Page 7CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
    Amended and Restated Exhibit G to Master Agreement
 Page 8CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
    Amended and Restated Section 6.1(c) of the Master Agreement
 Page 9CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
    Amended and Restated Article 16 of the Master Agreement
 Page 10CONFIDENTIAL




---



##### 



Amendment No. 46(CA) Rev. 4
    
    Date: June 1, 2008SOW:
    
    ÖNo
_Yes
    Amended and Restated Article 20 to the Master Agreement
 Page 11CONFIDENTIAL




---



##### 



EXHIBIT E
 PRICING SCHEDULES
 NPAC/SMS SERVICES




---



##### 



PRICING SCHEDULES
         E-1




---



##### 



Schedule 1
 Service Element Fees/Unit Pricing
 Price
    
    PriceU.S.
    
    CanadianCategory
    
    Service Element
    
    Unit
    
    Dollars
    
    Dollars1. [* * *][* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *]2. [* * *]
    
    
    [* * *]
    1
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    2
 Price in USD foreach TN PortingApplicable Tiers
    
    Tier Start*
    
    Tier End*
    
    Event Within Tier
    
    Price in CDNTier 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
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *]
  E-2




---



##### 



[* * *]
    5
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *]3. [* * *]
    
    
    [* * *]
    6
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]
    7
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *]
 [* * *]
 [* * *]
 Price in USD foreach TN PortingEvent Within Tierfor Annual VolumeExceeding [* * *]Applicable Tiers
    
    Tier Start*
    
    Tier End*
    
    in a Calendar Year
    
    Price in CDNTier 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
    
    
    $
    [* * *]
    
    
    $
    [* * *]
 [* * *] [* * *]
  E-3




---



##### 



[* * *]
 [* * *]
 Price in USD foreach TN PortingEventfor Annual VolumeExceeding [* * *]Applicable Tiers
    
    Tier Start*
    
    Tier End*
    
    in a Calendar Year
    
    Price in CDNTier 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
    
    
    $
    [* * *]
    
    
    $
    [* * *]
 [* * *] [* * *] [* * *]
  E-4




---



##### 



E-5




---



##### 



Schedule 2
 Training Charges
 Price
    
    PriceU.S.
    
    CanadianService Element
    
    Unit
    
    Dollars
    
    Dollars[* * *]* [* * *]
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *][* * *]* [* * *]89
    
    
    [* * *]
    
    
    $
    [* * *]
    
    
    $
    [* * *]
 
 *
    
    Training consists of LTI User Training lasting 8 to 12 hours.  E-6




---



##### 



Schedule 3
 Interoperability Testing *
 PriceCanadianCategory & Service 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
    
    [* * *]  E-7




---



##### 



EXHIBIT G
 SERVICE LEVEL REQUIREMENTS
 NPAC/SMS
 ReportService Affecting/
    
    
    
    
    
    Frequency andNon-Service
    
    Performance
    
    Performance Credit
    
    Performance CreditNo.
    
    Procedure
    
    Service Commitment Level
    
    Affecting
    
    Credit US Dollars
    
    Canadian Dollars
    
    Calculation Interval1.
    
    Service Availability
(Customer)
    
    Maintain a 99.9%
minimum Service
Availability
    
    Service Affecting
    
    >99.85% but
<99.90%: $[* * *];
>99.80% but
<99.85%: $[* * *];
    
    >99.85% but
<99.90%: $[* * *];
>99.80% but
<99.85%: $[* * *];
    
    Monthly>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%: $[* * *]
 th




---



##### 



ReportService Affecting/
    
    
    
    
    
    Frequency andNon-Service
    
    Performance
    
    Performance Credit
    
    Performance CreditNo.
    
    Procedure
    
    Service Commitment Level
    
    Affecting
    
    Credit US Dollars
    
    Canadian Dollars
    
    Calculation Interval2.
    
    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
    
    Monthly3.
    
    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
    
    $[* * *]
    
    $[* * *]
    
    Monthly4.
    
    LSMS Broadcast Time
(Customer)
    
    A mean time maximum of
60 seconds from
activation to broadcast
    
    Service Affecting
    
    $[* * *]
    
    $[* * *]
    
    Monthly
 th




---



##### 



ReportService Affecting/
    
    
    
    
    
    Frequency andNon-Service
    
    Performance
    
    Performance Credit
    
    Performance CreditNo.
    
    Procedure
    
    Service Commitment Level
    
    Affecting
    
    Credit US Dollars
    
    Canadian Dollars
    
    Calculation Interval5.
    
    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
    
    $[* * *]
    
    $[* * *]
    
    Monthly6.
    
    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
    
    $[* * *]
    
    $[* * *]
    
    Monthly7.
    
    SOA/LSMS Interface
Availability
(User)
    
    Maintain an Interface
Availability at a
minimum of 99.9%
    
    Service Affecting
    
    >99.85% but
<99.90%: $[* * *];
>99.80% but
<99.85%: $[* * *];
    
    >99.85% but
<99.90%: $[* * *];
>99.80% but
<99.85%: $[* * *];
    
    Monthly>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 Event9.
    
    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 Event10.
    
    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 Event11.
    
    RESERVED12.
    
    User Problem
Resolution
    
    Minimum 80% calls
during Normal Business
Hours answered by live
operators within 10
seconds
    
    Non-Service
Affecting
    
    None
    
    None
    
    Monthly13.
    
    RESERVED
 th




---



##### 



ReportService Affecting/
    
    
    
    
    
    Frequency andNon-Service
    
    Performance
    
    Performance Credit
    
    Performance CreditNo.
    
    Procedure
    
    Service Commitment Level
    
    Affecting
    
    Credit US Dollars
    
    Canadian Dollars
    
    Calculation Interval14.
    
    User Problem
Resolution
    
    99.0% callback within
30 minutes for requests
made during other than
Normal Business Hours
    
    Non Service
Affecting
    
    None
    
    None
    
    Monthly15.
    
    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
    
    None
    
    None
    
    Monthly16.
    
    RESERVED17.
    
    RESERVED18.
    
    System Security
    
    Monitor and record
unauthorized system
access
    
    Non-Service
Affecting
    
    None
    
    None
    
    Per Event19.
    
    System Security
    
    Remedy logon security
permission errors
immediately after User
notification
    
    Non-Service
Affecting
    
    None
    
    None
    
    Per Event20.
    
    RESERVED21.
    
    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.
Notice of Scheduled
Service Unavailability
for non-routine
maintenance of NPAC/SMS
to be given as follows:
    
    Non-Service
Affecting
    
    None
    
    None
    
    Per Event    During Normal
Business Hours  a
minimum of 7 days in
advance    During
Non-Normal Business
Hours  a minimum of 24
hours in advance22.
    
    Unscheduled Service
Unavailability
Notification
    
    Notify User within 15
minutes of detection of
an occurrence of
unscheduled Service
Unavailability
    
    Non-Service
Affecting
    
    None
    
    None
    
    Per Event23.
    
    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
    
    None
    
    None
    
    Per Event24.
    
    RESERVED25.
    
    RESERVED26
    
    RESERVED27.
    
    RESERVED
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ARTICLE 6  PRICING AND ADJUSTMENT
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ARTICLE 16  DELAYS; PERFORMANCE CREDITS AND CORRECTIVE REPORTING; DEFAULTS; FORCE MAJEURE
  i.e.,
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i.e.,
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.
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ARTICLE 20  INSURANCE
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