**EXHIBIT10.24.1**

 

**MCIWORLDCOM NETWORK SERVICES, INC.**

 

 

**AMENDMENTNO. 14**

 

This Amendment No. 14(the Amendment No. 14”) is made this 16 day of January 2003, by and betweenAmeriVision Communications, Inc. (“Customer”) and MCI WORLDCOM NetworkServices, Inc. (“MCI”), to those certain Program Enrollment Terms (the “PET”),to that certain Telecommunications Services Agreement more particularlydescribed as ISA # AVI - 990301 (the ‘TSA”), made by and between Customer andMCI WORLDCOM Network Services, Inc. (successor-in-interest to WorldCom NetworkServices, Inc.) dated April 20. 1999, including all prior applicable amendments(collectively, the “Prior Amendments”). in the event of any conflict betweenthe terms of the TSA, the PET, the Rate and Discount Schedule, the ServiceSchedule, any Prior Amendment or any applicable Attachment and the terms ofthis Amendment No. 14, the terms of this Amendment No. 14 shall control The ISAalong with the PET, the Rate and Discount Schedule, the Service Schedule, thePrior Amendments, all applicable Attachment(s), and this Amendment No. 14 shallcollectively be referred to as the “Agreement”. Capitalized terms not definedherein shall have the meaning ascribed to them in other documents referencedherein. All references to MCI WorldCom in the Agreement including any,amendments, attachments, schedules or exhibits thereto, will be deemed to referto “MCI”. This Amendment No. 14 does not constitute the assumption of theAgreement as that term is used under applicable bankruptcy law.

 

In considerationof good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:

 

1.                                       **SPECIAL RATES:**

 

(A)          Notwithstanding anything to thecontrary contained in the Agreement, or the Attachment for ACCESS BASED BILLINGCARRIER ORIGINATION Service, the Attachment for ACCESS BASED BILLINGSWITCHLESS/END USER DEDICATED Services, the Attachment for ACCESS BASED BILLINGCARRIER TERMINATION Service (collectively, the “ABB Attachments”), commencingwithin ten (10) business days following the date this Amendment No. 14 has beenfully executed by both parties and delivered to Customer. Customer’s rates forthe applicable ACCESS BASED BILLING Services will be the respective rates perminute set forth below. All other rates will be as set forth in the Agreementor the ABB Attachments.

 

(i)  ACCESSBASED BILLING SWITCHLESS 1+ Service

 

SEE Exhibit 1 *

SEE Exhibit 2 *

 

(ii)  ACCESSBASED BILLING END USER DEDICATED 1*+*Service

 

SEE Exhibit 3 *

 

** **

 

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**CONFIDENTIAL**

 

(iii) ACCESSBASED BILLING END USER DEDICATED TOLL FREE Service

 

SEE Exhibit 4 *

 

(iv) ACCESS BASEDBILLING CARRIER ORIGINATION Service

 

SEE Exhibit 5*

 

(v)           ACCESS BASED BILLING CARRIERTERMINATION Service

 

SEE Exhibit 6*

 

(B)           Notwithstanding anything to thecontrary contained in the TSA, MCI reserves the right to modify the SpecialRates described in Subsection (A) above (which charge modifications shall notexceed then-current generally available MCI charges for comparable services),upon not less than thirty (30) calendar days’ prior notice to Customer(facsimile being acceptable), which notice will state the effective date forthe charge modification.

 

2.                                       **SPECIALDISCOUNTS**. Notwithstanding anything to the contrary contained in theAgreement or the Attachment for ACCESS BASED BILLING CARRIER ORIGINATIONService, the Attachment for ACCESS BASED BILLING SWITCHLESS/END USER DEDICATEDServices, the Attachment for ACCESS BASED BILLING CARRIER TERMINATION Service(collectively, the “ABB Attachments”). Commencing as of January 1, 2003,Customer’s discount percentage, with respect to INTERSTATE and INTERSTATEEXTENDED DOMESTIC Locations only, for ACCESS BASED BILLING CARRIER ORIGNIATIONSERVICE ACCESS BASED SWITCHLESS END USER DEDICATED Services and ACCESS BASEDBILLING CARRIER TERMINATION Service will determined under the Discount Schedulebelow based on Customer’s actual Monthly Revenue for each month and will not besubject to the applicable discount percentages set forth in the Agreement onthe ABB Attachments. Commencing as of January 1, 2003, and continuingthroughout the Service Term, Customer will automatically receive the nexthigher (or lower) Discount when Customers eligible Monthly Revues (as defined inthe PET) reaches the next higher level (or falls to the next lower level).All  other discounts for all otherservices will be as set forth in the Agreement

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

 

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3.                                       **OTHER TERMSAND CONDITIONS**. Except as specifically amended or modified herein,the terms and conditions of the Agreement will remain in full force and effectthroughout the Service Term and any extensions thereof.

 

IN WITNESSWHEREOF, the parties have  entered intothis Amendment No. 14 on the date first written above.

 
|   | AMERMIVISION                                 | MCI WORLDCOM NETWORK |                   |
|--------|----------------------------------------------|----------------------|------------------------|
|   | COMMUNICATIONS, INC.                         | 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)              |                   |
|   |                                         |                 |                   |
|   | 1-16-03                                      |                 | 1-17-03                |   |   |
|   | (Date)                                       | (Date)               |                   |
|        |                                              |                      |                        |  |  |  |  |  |  |  |  |

 

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Exhibit No. 1

Switchless 1+Service Interstate Rates*

 

 

Exhibit No.2

Switchless 1+Intrastate Rates*

 

 

Exhibit No.3

End User Dedicated1+ Interstate Rates*

 

 

Exhibit No.4

End User DedicatedToll Free Interstate Rates*

 

 

Exhibit No.5

CarrierOrigination Interstate Rates*

 

 

Exhibit No.6

CarrierTermination Interstate Rates*

 

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