**Exhibit 10.31**

 

AMENDMENT NO. 17

 

SPECIAL ACCESS BASED BILLING RATES

 

 

This Amendment No. 17(the **“SpecialRate Amendment”)**is made by and between Amerivision Communications(“Customer”) and MCI WORLDCOM Network Services, Inc. d/b/a UUNET® **(“UUNET”)**andis a part of the Telecommunications Services Agreement, including the ProgramEnrollment Terms and all applicable Attachments and existing amendments made byand between Customer and UUNET dated March 1, 1999 (collectively, the “TSA”).In the event of any conflict between the terms of the TSA and the terms of thisSpecial Rate Amendment, the terms of this Special Rate Amendment shall control.Capitalized terms not defined herein shall have the meaning ascribed to them inthe TSA.

 

The parties agree forgood and valuable consideration, intending legally to be bound, as follows:

 

1.             Special Rates. Commencing within ten (10)business days following the date this Special Rate Amendment is executed byUUNET, Customer’s rate(s) (hereinafter referred to as **“Special Rates”**)****forthe jurisdiction(s) and ACCESS BASED BILLING Service(s) checked below will beas set forth on the Schedule(s) indicated, which Special Rate(s) will not besubject to any discount. Further, Customer’s rates for any ACCESS BASED BILLINGService not checked below or not described on the applicable Schedule(including rates that are left blank) will be as set forth in the TSA or in thelatest applicable Amendment. Notwithstanding anything to the contrary containedin the TSA, UUNET reserves the right to modify the Special Rates describedherein which charge modifications shall not exceed then-current generallyavailable UUNET charges for comparable services, upon not less than thirty (30)calendar days’ prior notice to Customer (facsimile being acceptable), whichnotice will state the effective date for the charge modification.

 
| ý |   | INTERSTATE Service                        |                           | SEE Schedule _1 |
|--------|--------|-------------------------------------------|--------------------------------|-----------------|
|   |   | (within the 48  contiguous United States) |                           |            |
|   |   |                                      | CARRIER TERMINATION  Service   |            | CARRIER ORIGINATION  Service |
|   |   | ý                                    | SWITCHLESS 1+ Service          | -               | SWITCHLESS TOLL FREE  Service |
|   |   |                                      | END USER DEDICATED 1+  Service |            | END USER DEDICATED TOLL  FREE Service |
| ý |   | INTRASTATE Service                        |                           | SEE Schedule 2  |
|   |   | (within the 48  contiguous United States) |                           |            |
|   |   |                                      | CARRIER TERMINATION  Service   |            | CARRIER ORIGINATION  Service |
|   |   | ý                                    | SWITCHLESS 1+ Service          |            | SWITCHLESS TOLL FREE  Service |
|   |   |                                      | END USER DEDICATED 1+  Service |            | END USER DEDICATED TOLL  FREE Service |

 

**CONFIDENTIAL**

 

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2.                                       Other Terms and Conditions :- Except to the extent specificallydescribed in this Special Rats Amendment, the terms and conditions set forth inthe TSA will continue in full force and effect throughout the Service Term.

 

IN WITNESS WHEREOF, the parties have executed this Special**RateAmendment as of the dates set forth below.

 
| **AMERIVISION  COMMUNICATIONS, INC.** |         | **MCI WORLDCOM** |
|---------------------------------------|--------------|------------------|
| **NETWORK**                           |         |             | **SERVICES,  INC.** |
|                                  |         |             |   |
| By:                                   |         |             |   | By: |   |
|                                  | (Signature)  |             |   |   | (Signature) |
|                                  |         |             |   |   |   |
|                                  |         |             |   |   |   |
|                                  | (Print Name) |             |   |   | (Print Name) |
|                                  |         |             |   |   |   |
|                                  |         |             |   |   |   |
|                                  | (Title)      |             |   |   | (Title) |
|                                  |         |             |   |   |   |
|                                  |         |             |   |   |   |
|                                  | (Date)       |             |   |   | (Date) |

 

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4/14/02- Withoutdiscount

 

**Special ABB Rate Amendment**

**Schedule 1**

**Interstate Switchless 1+  ***

 

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**Special ABB Rate Amendment**

**Schedule 2**

**Intrastate Switchless1+ ***

 

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