Exhibit 10.13.4


 


FOURTH AMENDMENT


 


This
Fourth Amendment (the “Fourth Amendment”)
is made this 24th day of June, 2004, by and between Universal
Access, Inc. (“Customer”) and MCI
WORLDCOM Network Services, Inc. (“MCI”)
(as assignee of such Agreement from MCI Communications, Inc., an MCI affiliate)
to that certain Carrier Global Services Agreement (the “CGSA”),  made by and between Customer and MCI, signed
by Customer on September 24, 1999, and subsequently accepted by MCI on
December 14, 1999, including all prior applicable amendments (the “Prior Amendments”). In the event of any
conflict between the terms of the CGSA, any Prior Amendment or any applicable
Attachment and the terms of this Fourth Amendment, the terms of this Fourth
Amendment shall control. The CGSA along with the Prior Amendments, all
applicable Attachment(s), and this Fourth Amendment shall collectively be
referred to as the “Agreement”.
Capitalized terms not defined herein shall have the meaning ascribed to them in
other documents referenced herein. All references to “MCI WorldCom” in the
Agreement including any amendments, attachments, schedules or exhibits thereto
will be deemed to refer to “MCI”.


 


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


 


1.                                       TERM. 
Notwithstanding anything to the contrary contained in this Agreement or
Schedule One to the CGSA, the Term shall continue through and include
December 31, 2006 (the “Term”).
Upon expiration of the Term, the Services in question will continue to be
provided pursuant to the same terms and conditions as are then in effect
(including without limitation, the applicable rates, discounts and commitments,
if any), subject to termination by either party upon thirty (30) days prior
written notice to the other party.


 


2.                                       MINIMUM VOLUME REQUIREMENT. Notwithstanding anything to the contrary
contained in this Agreement, any Prior Amendment, or Schedule One to the
CGSA, commencing during each Monthly Period of the Term, Customer’s
Total Usage Charges under this Agreement must equal or exceed Five Hundred
Thousand Dollars ($500,000) (the “Monthly
Minimum”).


 


3.                                 SERVICE ORDERS. Commencing with the first (1st)
day of the first (1st) month following the date this Fourth
Amendment has been fully executed by both parties and delivered to Customer,
the parties agree to substitute Subsection 7.5 of the Schedule Two
(Master Terms And Conditions) to the CGSA to read in its entirety as follows:


 


7.5                                 Service Orders. Customer shall request the
delivery of dedicated local access services by executing a service order in
form and substance satisfactory to MCI (the “Service
Order”). The Service Order sets forth the place of delivery, circuit
contracted term, pricing and other details. All Service Orders are subject to


 


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the
terms and conditions of this Agreement. A separate Sevice Order must be
completed for each circuit ordered. Customer will be responsible for payment of
the rates and charges for the contracted term, as set forth in each Service
Order. Each Service Order shall survive the termination or expiration of this
Agreement: provided, however, that MCI may terminate one or more Service Orders
if MCI terminates this Agreement pursuant to Section 7 hereof. If Customer
terminates a Service Order prior to the end of twelve (12) months (the “Minimum Installation Period”) for reasons
other than for “Cause” (as defined in Section 6 of Schedule One) or
if MCI terminates a Service Order for Cause prior to the Minimum Installation
Period for any circuit, then Customer will pay within thirty (30) days after
such termination: the monthly recurring charge for such circuit(s) multiplied
by twelve (12) minus the monthly recurring charge for such circuit multiplied
by the number of months installed. Notwithstanding a termination of a Service
Order, the Agreement and other Service Orders will remain in full force and
effect unless expressly terminated as permitted by this Agreement.


 


4.                                  OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the Agreement will remain in full force and
effect throughout the Service Term and any extensions thereof,


 


IN WITNESS WHEREOF, the parties have entered into this Fourth
Amendment on the date first written above.


 


 


	
  UNIVERSAL ACCESS, INC.

  	
   

  	
  MCI WOLRDCOM NETWORK

  SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ Randall R. Lay

  	
   

  	
  By:

  	
  /S/ Peter M. Cassidy

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Randall
  R. Lay

  	
   

  	
   

  	
  Peter
  M. Cassidy

  
	
   

  	
  (Print Name)

  	
   

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  President and CEO

  	
   

  	
   

  	
  V.P.,
  Wholesale Services

  
	
   

  	
  (Title)

  	
   

  	
   

  	
  (Title)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  June 24, 2004

  	
   

  	
   

  	
  June 29,
  2004

  
	
   

  	
  (Date)

  	
   

  	
   

  	
  (Date)

  
						



 


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