Exhibit 10.2.1


 


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. 1

  	
   

  	
  Date: June 1, 2005

  
	
  SOW:

  	
  ý No

  	
   

  	
   

  
	
   

  	
  o Yes

  	
   

  	
   

  



 





 


AMENDMENT



TO



CONTRACTOR SERVICES AGREEMENT



FOR



NUMBERING ADMINISTRATION CENTER / SERVICE 

MANAGEMENT SYSTEM 



ANNUAL UPDATE TO CONVERSION FACTOR



FOR THE PERIOD JUNE 1, 2005 TO MAY 31, 2006


 


1





















 


AMENDMENT



TO



CONTRACTOR SERVICES AGREEMENT FOR NUMBERING 

ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM


 


Annual Update to
Conversion Factor


 


For the Period June 1,
2005 to May 31, 2006


 


1.                                      PARTIES


 


This Revision 1 (“Revision”) of Amendment
Number 46 ( “Amendment 46”) 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 (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 2005 (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 that certain Amending Agreement,
effective March 31, 2003 (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 the period June 1,
2003 to May 31, 2004, each such dollar amount, was initially converted
from its U.S. dollar amount into Canadian dollars by multiplying each such
amount by a conversion factor equal to 1.5723.


 


In accordance with the terms of the Amending
Agreement, effective on each anniversary of the Amending Agreement, the
conversion factor set forth above 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 for the period of June 1, 2004 to May 31, 2005 was
calculated to equal 1.3612, as reflected in Amendment 46.


 


2





















 


In accordance with the terms and conditions
of the Amending Agreement, the conversion factor for the period of June 1,
2005 to May 31, 2006 was calculated to equal 1.2484.


 


Finally, as a result of the requirements in
Statement of Work 40 (VPN Access to NPAC/SMS for LTI Users), the entry under
Item No. 1 (Monthly Charges) in Schedule 1 (Service Element Fees Unit
Pricing) of Exhibit E to the Master Agreement, whose Service Element is
styled “Dial-Up Port to NPAC network”, is hereby deleted in its entirety.


 


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 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 and 3, 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 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

  



 


3





















 


7.                                      IMPACTS ON MASTER AGREEMENT.


 


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


 


	
  ý

  	
   

  	
  Master Agreement

  
	
  None

  	
   

  	
  Exhibit B Functional Requirements Specification

  
	
  None

  	
   

  	
  Exhibit C Interoperable Interface Specification

  
	
  ý

  	
   

  	
  Exhibit E Pricing Schedules

  
	
  None

  	
   

  	
  Exhibit F Project Plan and Test Schedule

  
	
  ý

  	
   

  	
  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 N System Performance Plan for NPAC/SMS Services

  
	
  None

  	
   

  	
  Exhibit O Statement of Work Cost Principles

  



 


8.                                      MISCELLANEOUS.


 


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.


 


4





















 


[THIS SPACE
INTENTIONALLY LEFT BLANK]


 


5





















 


IN WITNESS WHEREOF, the undersigned have
executed and delivered this Revision 1 to Amendment No. 46:


 


	
  CONTRACTOR:

  	
  NeuStar, Inc.

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  CUSTOMER:

  	
  Canadian LNP
  Consortium, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
								



 


6





















 


ATTACHMENT
1



TO



REVISION 1 TO AMENDMENT NO. 46(CA)


 


Amended and Restated Exhibit E
to Master Agreement


 


7





















 


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.  Exhibit E
updated effective June 1, 2005.


 





















 


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, 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,
2005 anniversary is 1.2484.


 


E-1





















 


Schedule 1


 


Service
Element Fees/Unit Pricing


 


	
  Category

  	
   

  	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  U.S.

  Dollars

  	
   

  	
  Price

  Canadian

  Dollars

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
  (1)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
  (1)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
  (3)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
  (4)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  [* * *]

  [* * *]

  	
   

  	
  $

  	
  [* * *]

  [* * *]

  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  [* * *] 

  	
   

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
  (5)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
  (6)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
  (7)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
  (8)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
  [* * *]

  	
  (9)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
												



 


Schedule 2


 


Training
Charges


 


	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  U.S.

  Dollars

  	
   

  	
  Price

  Canadian

  Dollars

  
	
  [* * *]* [*
  * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  [* * *]* [*
  * *] (10) (11)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  



 










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


 


E-2





















 


Schedule 3


 


Interoperability
Testing *


 


	
  Category & Service

  Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  	
  Price Canadian

  Dollars

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  



 










*                                         [* * *]


(1)                                  Monthly
port charges [* * *]


(2)                                  Reserved


(3)                                  [*
* *]


(4)                                  The
TN Porting Event [* * *]


The TN Porting Event [* *
*]


(5)                                  An
Ad Hoc Report [* * *]


(6)                                  [*
* *]


(7)                                  [*
* *]


(8)                                  The
one-time Log-on ID [* * *]


(9)                                  The
Mechanized Interface [* * *]


(10)                            [* *
*]


(11)                            [* *
*]


 


E-3





















 


ATTACHMENT
2



TO



REVISION 1 TO AMENDMENT NO. 46(CA)


 


Amended and Restated Exhibit G
to Master Agreement


 


8





















 


EXHIBIT G


 


SERVICE LEVEL REQUIREMENTS


 


NPAC/SMS


 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment Level

  	
   

  	
  Service Affecting/

  Non-Service Affecting

  	
   

  	
  Performance Credit US

  Dollars

  	
   

  	
  Performance Credit

  Canadian Dollars

  	
   

  	
  Report

  Frequency and

  Performance Credit

  Calculation Interval

  
	
  1.

  	
   

  	
  Service Availability (Customer)

  	
   

  	
  Maintain a 99.9% minimum Service Availability

  	
   

  	
  Service Affecting

  	
   

  	
  >99.85% but <99.90%:

  $[* * *];

  >99.80% but <99.85%:

  $[* * *];

  >99.75% but <99.80%:

  $[* * *];

  >99.70% but <99.75%:

  $[* * *];

  >99.65% but <99.70%:

  $[* * *];

  > 99.60% but <99.65%:

  $[* * *];

  <99.60%: $[* * *]

  	
   

  	
  >99.85% but <99.90%:

  $[* * *];

  >99.80% but <99.85%:

  $[* * *];

  >99.75% but <99.80%:

  $[* * *];

  >99.70% but <99.75%:

  $[* * *];

  >99.65% but <99.70%:

  $[* * *];

  >99.60% but <99.65%:

  $[* * *];

  <99.60%: $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment Level

  	
   

  	
  Service Affecting/

  Non-Service Affecting

  	
   

  	
  Performance Credit US

  Dollars

  	
   

  	
  Performance Credit

  Canadian Dollars

  	
   

  	
  Report

  Frequency and

  Performance Credit

  Calculation Interval

  
	
  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)

  	
   

  	
  Maintain a minimum of 2 transactions per second per
  User SOA for 95% of the transactions.

  	
   

  	
  Service Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  NPAC to LSMS Interface Transaction Rates (Customer)

  	
   

  	
  Maintain a minimum of 10 transactions per second per
  User LSMS for 95% of the transactions (excluding the impact of delays caused
  by Users)

  	
   

  	
  Service Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  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%:

  $[* * *];

  >99.75% but <99.80%:

  $[* * *];

  >99.70% but <99.75%:

  $[* * *];

  >99.65% but <99.70%:

  $[* * *];

  >99.60% but <99.65%:

  $[* * *];

  <99.60%: $[* * *]

  	
   

  	
  >99.85% but <99.90%:

  $[* * *];

  >99.80% but <99.85%:

  $[* * *];

  >99.75% but <99.80%:

  $[* * *];

  >99.70% but <99.75%:

  $[* * *];

  >99.65% but <99.70%:

  $[* * *];

  >99.60% but <99.65%:

  $[* * *];

  <99.60%: $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment Level

  	
   

  	
  Service Affecting/

  Non-Service Affecting

  	
   

  	
  Performance Credit US

  Dollars

  	
   

  	
  Performance Credit

  Canadian Dollars

  	
   

  	
  Report

  Frequency and

  Performance Credit

  Calculation Interval

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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. 

  

  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

  	
   

  	
  Non-Service Affecting

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment Level

  	
   

  	
  Service Affecting/

  Non-Service Affecting

  	
   

  	
  Performance Credit US

  Dollars

  	
   

  	
  Performance Credit

  Canadian Dollars

  	
   

  	
  Report

  Frequency and

  Performance Credit

  Calculation Interval

  
	
  24.

  	
   

  	
  RESERVED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  RESERVED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  RESERVED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  RESERVED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ATTACHMENT
3



TO



REVISION 1 TO AMENDMENT NO. 46(CA)


 


Amended and Restated Article 16
of the Master Agreement


 


9





















 


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 CA$ [* *
*].  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.


 





















 


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.


 


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.


 


ws51D.tmp