**EXHIBIT10.24.3**

 

**MCIWORLDCOM NETWORK SERVICES, INC.**

 

## **AMENDMENT NO, 15**

 

This Amendment No.15 (the “Amendment No, 15”) Is made this 26 day of November, 2002. by andbetween AmeriVision Communications, Inc. (“Customer”) and MCI WORLDCOM NetworkServices, Inc. (“MCI”), to those certain Amended end Restated ProgramEnrollment Terms (the “Amended PET”), to that certain TelecommunicationsServices Agreement more particularly described as TSA # AVI - 990301 (the“TSA”), made by and between Customer and MCI WORLDCOM Network Services, Inc.(successor-In-Interest to WorldCom Network Services, Inc.) dated April 20.1999, including all prior applicable amendments (collectively, the “PriorAmendments”). in the event of any conflict between the terms of the TSA, tie AmendedPET, any Prior Amendment or any applicable Attachment and the terms of thisAmendment No. 16, the terms of this Amendment No. 16 shall control. The TSAalong with the Amended PET, the Prior Amendments, all applicable Attachment(s),and this Amendment No. 15 shall collectively be referred 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 exhibitsthereto, will be deemed to refer to “MCI”. This Amendment No. 15 does notconstitute the assumption of the Agreement as that term is used underapplicable bankruptcy law.

 

In consideration of goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

 

 

1.     **SERVICE INTERCONNECTIONS; MINIMUM MONTHLY USAGE.**Notwithstanding anything to the contrary contained In the Agreement, commencingwith the first (1st) day of the month following the data this Amendment No. 15has been fully executed by both parties and delivered to Customer, Customer’sMinimum Monthly Usage (as described in Subsection 4(F) of the Amended PET)shall be of not less than an average of * per calendar month/billng period.

 

2.     **OTHER TERMS AND CONDITIONS.** Except asspecifically amended or modified herein, the terms and conditions of theAgreement will remain in full force and effect throughout the Service Term andany extensions thereof.

 

IN WITNESS WHEREOF, theparties have entered into this Amendment No. 15 on the date first writtenabove.

 
|   | AMERIVISION                    |   | MCI WORLDCOM NETWORK |                   |
|--------|--------------------------------|--------|----------------------|------------------------|
|   | COMMUNICATIONS, INC.           |   | SERVICES, INC.       |                   |
|   |                           |   |                 |                   |
|   | By: /s/ Sean Riddle            |   |                 | By: /s/ Robert Brejcha |   |   |
|   | (Signature)                    |   | (Signature)          |                   |
|   |                           |   |                 |                   |
|   | Sean Riddle                    |   |                 | Robert Brejcha         |   |   |
|   | (Print Name)                   |   | (Print Name)         |                   |
|   |                           |   |                 |                   |
|   | Manager of Network Engineering |   |                 | Vice President         |   |   |
|   | (Title)                        |   | (Title)              |                   |
|   |                           |   |                 |                   |
|   | 12-10-02                       |   |                 | 12-10-02               |   |   |
|   | (Date)                         |   | (Date)               |                   |
|        |                                |        |                      |                        |  |  |  |  |  |  |  |  |

 

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**MCIWORLDCOM NETWORK SERVICES, INC.**

 

**AMENDMENTNO. 16**

 

This Amendment No. 16(the “Amendment No. 16”) is made this 17 day of January, 2003, by and betweenAmeriVision Communications, Inc. (“Customer”) and MCI WORLDCOM NetworkServices, Inc. (“MCI”), to those certain Amended and Restated ProgramEnrollment Terms (the “Amended PET”), to that certain TelecommunicationsServices Agreement more particularly described as TSA # AVI - 990301 (the“TSA”), made by and between Customer and MCI WORLDCOM Network Services, Inc.(successor-in-interest to WorldCom Network Services, Inc.) dated April 20,1999, including all prior applicable amendments (collectively, the “PriorAmendments”). In the event of any conflict between the terms of the TSA, theAmended PET, any Prior Amendment or any applicable Attachment and the terms ofthis Amendment No. 16, the terms of this Amendment No. 16 shall control. TheTSA along with the Amended PET, the Prior Amendments, all applicableAttachment(s), and this Amendment No. 16 shall collectively be referred to asthe “Agreement”. Capitalized terms not defined herein shall have the meaningascribed to them in other documents referenced herein. All references to “MCIWorldCom” in the Agreement including any, amendments, attachments, schedules orexhibits thereto, will be deemed to refer to “MCI”. This Amendment No. 16 doesnot constitute the assumption of the Agreement as that term is used underapplicable bankruptcy law.

 

In consideration of goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

 

1.                                       **SPECIAL DISCOUNTS.** Notwithstanding anythingto the contrary contained in the Agreement or the Attachment for ACCESS BASEDBILLING CARRIER ORIGINATION Service, the Attachment for ACCESS BASED BILLINGSWITCHLESS/END USER DEDICATED Services, the Attachment for ACCESS BASED BILLINGCARRIER TERMINATION Service (collectively, the “ABB Attachments”), commencingas of January 1, 2003, Customer’s discount percentage, with respect toINTERSTATE and INTERSTATE EXTENDED DOMESTIC Locations only, for ACCESS BASEDBILLING CARRIER ORIGINATION Service. ACCESS BASED BILLING SWITCHLESSIEND USERDEDICATED Services, and ACCESS BASED BILLING CARRIER TERMINATION Service willbe determined under the Discount Schedule shown below based on Customer’sactual Monthly Revenue for such month and will not be subject to the applicablediscount percentage set forth in the Agreement or the ABB Attachments.Commencing as of January 1, 2003, and continuing throughout the Service Term,Customer will automatically receive the next higher (or lower) Discount whenCustomers eligible Monthly Revenue (as defined in the PET) reaches the nexthigher level (or falls to the next lower level). All other discounts for allother services will be as set forth in the Agreement.

 
| **MONTHLY REVENUE** |   | **DISCOUNT** |
|---------------------|--------|--------------|
| *                   |   | *            |
| *                   |   | *            |
| *                   |   | *            |
| *                   |   | *            |

 

2.                                       **CUSTOMER’S TOTAL MINIMUM REVENUE COMMETMENT; FIVEPERCENT ADDITION**. As of January 1, 2003. the parties agree to deleteSubsection 18(D) of the Amended PET in its entirety.

 

2

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3.                                       **OTHER TERMS AND CONDITIONS.** Except asspecifically amended or modified herein, the terms and conditions of theAgreement will remain in full force and effect throughout the Service Term andany extensions thereof.

 

 

IN WITNESSWHEREOF, the parties have entered into this Agreement No. 16 on the date firstwritten above.

 

 

 
| AMERIVISION          |   |                                 |
|----------------------|--------|--------------------------------------|
| COMMUNICATIONS, INC, |   | MCI WORLDCOM NETWORK  SERVICES, INC. |

 

 

 
| By: /s/Jeff Cato                             |         | By: /s/ Robert Brejcha |   |
|----------------------------------------------|--------------|------------------------|--------|
| (Signature)                                  | (Signature)  |                   |
|                                         |         |                   |
| Jeff Cato                                    |         | Robert Brejcha         |   |
| (Print Name)                                 | (Print Name) |                   |
|                                         |         |                   |
| Director of  Operations/Business Development |         | Vice President         |   |
| (Title)                                      | (Title)      |                   |
|                                         |         |                   |
| 1-17-03                                      |         | 1-17-03                |   |
| (Date)                                       | (Date)       |                   |
|                                              |              |                        |        |  |  |  |  |  |  |  |

 

 

 

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