EXHIBIT
10.24.3


 


MCI
WORLDCOM NETWORK SERVICES, INC.


 


AMENDMENT NO, 15


 


This Amendment No.
15 (the “Amendment No, 15”) Is made this 26 day of November, 2002. by and
between AmeriVision Communications, Inc. (“Customer”) and MCI WORLDCOM Network
Services, Inc. (“MCI”), to those certain Amended end Restated Program
Enrollment Terms (the “Amended PET”), to that certain Telecommunications
Services 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 “Prior
Amendments”). in the event of any conflict between the terms of the TSA, tie Amended
PET, any Prior Amendment or any applicable Attachment and the terms of this
Amendment No. 16, the terms of this Amendment No. 16 shall control. The TSA
along 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 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”. This Amendment No. 15 does not
constitute the assumption of the Agreement as that term is used under
applicable bankruptcy law.


 


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


 


 


1.     SERVICE INTERCONNECTIONS; MINIMUM MONTHLY USAGE.
Notwithstanding anything to the contrary contained In the Agreement, commencing
with the first (1st) day of the month following the data this Amendment No. 15
has been fully executed by both parties and delivered to Customer, Customer’s
Minimum 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 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 Amendment No. 15 on the date first written
above.


 


	
   

  	
  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)

  	
   

  
													



 

















 


MCI
WORLDCOM NETWORK SERVICES, INC.


 


AMENDMENT
NO. 16


 


This Amendment No. 16
(the “Amendment No. 16”) is made this 17 day of January, 2003, by and between
AmeriVision Communications, Inc. (“Customer”) and MCI WORLDCOM Network
Services, Inc. (“MCI”), to those certain Amended and Restated Program
Enrollment Terms (the “Amended PET”), to that certain Telecommunications
Services 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 “Prior
Amendments”). In the event of any conflict between the terms of the TSA, the
Amended PET, any Prior Amendment or any applicable Attachment and the terms of
this Amendment No. 16, the terms of this Amendment No. 16 shall control. The
TSA along with the Amended PET, the Prior Amendments, all applicable
Attachment(s), and this Amendment No. 16 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”. This Amendment No. 16 does
not constitute the assumption of the Agreement as that term is used under
applicable bankruptcy law.


 


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


 


1.                                       SPECIAL DISCOUNTS. Notwithstanding anything
to the contrary contained in the Agreement or the Attachment for ACCESS BASED
BILLING CARRIER ORIGINATION Service, the Attachment for ACCESS BASED BILLING
SWITCHLESS/END USER DEDICATED Services, 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 INTERSTATE EXTENDED DOMESTIC Locations only, for ACCESS BASED
BILLING CARRIER ORIGINATION Service. ACCESS BASED BILLING SWITCHLESSIEND USER
DEDICATED Services, and ACCESS BASED BILLING CARRIER TERMINATION Service will
be determined under the Discount Schedule shown below based on Customer’s
actual Monthly Revenue for such month and will not be subject to the applicable
discount 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 when
Customers eligible Monthly Revenue (as defined in the PET) reaches the next
higher level (or falls to the next lower level). All other discounts for all
other services will be as set forth in the Agreement.


 


	
  MONTHLY REVENUE

  	
   

  	
  DISCOUNT

  
	
  *

  	
   

  	
  *

  
	
  *

  	
   

  	
  *

  
	
  *

  	
   

  	
  *

  
	
  *

  	
   

  	
  *

  



 


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


 


2

















 


3.                                       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 Agreement No. 16 on the date first
written 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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