Exhibit 10.1


 


Amendment # 2


To the Agreement for Services


Between


Intrado
Inc. and Vonage Network Inc.


This Amendment #2 (“Amendment #2”) is hereby made and
entered into by and between Intrado Inc. (“Intrado”) and Vonage Network Inc. (“Customer”),
collectively referred to as the “Parties” and individually as “Party.” This
Amendment shall become effective and binding as between the Parties once duly
executed by both Parties as evidenced within the signature block below (the “Amendment
#2 Effective Date”).


Capitalized terms used herein but not specifically defined shall assume the meanings
ascribed to them under the Agreement


RECITALS


WHEREAS, the Parties have that certain Agreement for
Services dated April 27, 2005 but last signed on or about July 13, 2005 (the “Agreement”);
and


WHEREAS, the Parties wish to amend “Attachment -
Statement of Work for VoIP V9-1-1K Mobility Services” under the
Agreement solely to the extent set forth herein; and


WHEREAS, the Parties wish to amend and restate the
pricing for Attachment - VoIP V9-1-1K Mobility Services under the
Agreement solely to the extent set forth under the “Amended and Restated
Appendix A: Service Fees” which is attached hereto; and


NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth herein and other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to
amend the Agreement as follows:


1.                                      Effective
Date of this Amendment #2


The Amendment #2 shall be effective upon the “Amendment
#2 Effective Date” and shall continue in full force and effect until expiration
or termination of the Agreement or until terminated by subsequent amendment,
whichever is the first to occur.


2.                                      Pricing
– Appendix A to Attachment – Statement of Work for VoIP V9-1-1 Mobility
Services dated July 8, 2005


2.1                                 Appendix
A to Attachment - VoIP V9-1-1 Mobility Services is hereby deleted in its
entirety and replaced with the attached Amended and Restated Appendix A,
attached hereto and incorporated by reference herein; provided, however, that
such pricing set forth in the Amended and Restated Appendix A is not
transferable or assignable without Intrado’s prior written consent, except that
such consent will not be required for any assignment or transfer to a
financially solvent affiliate or related company.


2.2                                 Section
2.1 notwithstanding, however, in the event of a transfer or assignment other
than to a Customer affiliate or related company, Intrado reserves the right to
retract the


Proprietary & Confidential


Execution Copy






Pages where confidential treatment has been requested are stamped,
“Confidential treatment has been requested. 
The redacted material has been separately filed with the
Commission.”  All redacted material has
been marked by an asterisk (*).











offer of pricing
under the attached Amended and Restated Appendix A as to the third party
successor or assign, and such assignment to the successor or assign may, at
Intrado’s discretion, be pursuant to Intrado’s then applicable pricing.


2.3                                 For
avoidance of doubt, the pricing set forth in the Amended and Restated Appendix
A shall apply in the context of both single and multiple ESN service
configuration deployments, and Intrado agrees to cooperate with Customer to
facilitate a nationwide multiple ESN service configuration deployment.


2.4                                 Attachment
- Statement of Work for VoIP V9-1-1 Mobility Services dated July 8, 2005 is
hereby further amended to include the following new definitions in “Appendix B:
Glossary of Definitions” with regard to “V9-1-1 Service” and “VPC Service”:


“V9-1-1 Service”
means the services provided by Intrado under the Agreement, as defined as the “Services”
pursuant to Attachment - Statement of Work for VoIP 9-1-1 Mobility Services
dated July 8, 2005.


“VPC Service”
means the V9-1-1 Service provided by Intrado under the Agreement, except that
Customer may use third party or self-provisioned transport facilities for the
delivery of VoIP 9-1-1 calls (from both in-region and out-of-region TNs) to
SR(s) designated by Customer, the pricing for which is provided pursuant to the
Amended and Restated Appendix A: Service Fees.


3.                                      Miscellaneous


3.1                                 Except
as specifically amended herein, all terms, conditions and provisions contained
in the Agreement shall remain unchanged and in full force and effect.


3.2                                 This
Amendment may be executed in one or more counterparts, each of which shall be
deemed as original and all of which shall together constitute one in the same
agreement. Facsimile signatures shall be deemed original signatures to the
extent promptly followed by an original signature copy.


3.3                                 The
individuals named below who are executing this Amendment #2 on behalf of the
Parties are duly authorized to make the representations contained herein, to
execute this Amendment #2, and to bind their respective organizations to the
terms hereof


	
  Intrado Inc.

  	
   

  	
  Vonage Network Inc.

  
	
   

  	
   

  	
   

  
	
     /s/
  MARY HESTER

  	
   

  	
     /s/ TIMOTHY G. SMITH

  
	
    Signature

  	
   

  	
    Signature

  
	
   

  	
   

  	
   

  
	
     Mary
  Hester, Senior Vice President

  	
   

  	
     Timothy G. Smith, President

  
	
    Printed
  Name and Title

  	
   

  	
    Printed Name and Title

  
	
   

  	
   

  	
   

  
	
     September
  21, 2006

  	
   

  	
     September 9, 2006

  
	
    Date

  	
   

  	
    Date

  



 



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VoIP V9-1-1SM  Mobility
Services Fees for Vonage Network, Inc.


Amended and Restated
Appendix A: Services Fees


The following fee(s) and
payment schedule for Services as described in this SOW will apply:


I.  One-Time Fees:


	
  Fee
  Descriptions

  	
   

  	
  At Contract

  Signing

  
	
  Service
  Licensing and Activation, One Time Fee (“OTF”):

  	
   

  	
  Waived

  
	
   

  	
   

  	
   

  
	
  SoftSwitch
  connection to pair of Intrado Position Servers, OTF:

  	
   

  	
  Waived

  



II. 
Recurring Fees:


	
  V9-1-1
  Service Fee Descriptions:

  	
   

  	
  Fee:

  
	
  V9-1-1 Service Monthly Recurring Charge (“MRC”)

  	
   

  	
   

  
	
  ·      Begins upon the Amendment #2 Effective
  Date:

  ·      Does not Include NYC Gateway Services
  ($10K per Month)*

  	
   

  	
  $*, per Month

  
	
  ·      Effective October 15th, 2006:

  ·      Does not Include NYC Gateway Services
  ($10K per Month)*

  	
   

  	
  $*, per Month

  
	
  V9-1-1 Service Telephone Number, MRC

  	
   

  	
   

  
	
  ·      Begins upon the Amendment #2 Effective
  Date:

  	
   

  	
  $*, per TN

  
	
  ·      In the event that Customer fails to
  maintain an average V9-1-1 Service TN count of 200,000 between the Amendment
  #2 Effective Date and October, 15, 2006 (within a +/- 5% variance), the
  V9-1-1 Service Telephone Number MRC shall on October 16, 2006 increase to:

  	
   

  	
  $*, per TN

  
	
  V9-1-1 Service Query, MRC

  	
   

  	
   

  
	
  ·      Begins upon the Amendment #2 Effective
  Date:

  	
   

  	
  $*, per query

  



 


	
  VPC Service
  Fee Descriptions:

  	
   

  	
  Fee:

  
	
  VPC Service Telephone Number, MRC

  	
   

  	
   

  
	
  ·      Begins on the Amendment #2 Effective
  Date:

  	
   

  	
  $*, per TN

  
	
  ·      In the event that Customer fails to
  maintain an average VPC TN count of * between the Amendment #2 Effective Date
  and October, 15 2006 (*), the VPC Service Telephone Number MRC shall on
  October 16, 2006 increase to:

  	
   

  	
  $*, per TN

  
	
  ·      In the event that Customer achieves an
  average VPC TN count of *, the VPC Service Telephone Number MRC shall
  thereafter decrease to:

  	
   

  	
  $*, per TN

  
	
  (Provided, however,
  that if at anytime thereafter, Customer fails to maintain an average VPC TN
  count of * (*), the VPC Telephone Number MRC shall increase to the
  appropriate level established above for said month.)

  	
   

  	
   

  
	
  V9-1-1 Address Management, MRC (OPTIONAL)

  	
   

  	
   

  
	
  ·      Manual address geocoding and error
  resolution: (Includes automated Geocoding and MSAG Validation Error
  Correction at no additional charge)

  	
   

  	
  $*, per TN

  
	
  ·      Emergency Call Relay Center:

  	
   

  	
  $*, per call

  







Confidential treatment has been requested.  The redacted material has been separately
filed with the Commission.



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*              At
any time following    *, Vonage may at
its sole discretion migrate the NYC Gateway Services off of the Intrado V9-1-1
Service, using third party or self-provisioned transport facilities and
continuing to use the Intrado VPC Service. For avoidance of doubt, for those
TNs affected by such migration, only the VPC Service Fee shall apply (and the
V9-1-1 Service Fee Descriptions shall no longer apply).


·                  As
of the Amendment #2 Effective Date, and excluding fees associated with the NYC
Gateway SOW, Intrado shall invoice Customer for MRCs under the Agreement
pursuant to the Services Fees schedule above, and no other charges shall apply.


·                  The
professional services rate of $   * per
hour will apply to mutually agreed (in writing) manual processes to support the
Services and for ongoing support, primarily for data management issues and
telecom networking issues, unless otherwise negotiated. For clarity, no
professional services may be performed by Intrado unless and until first
specifically agreed upon in writing by Customer.


·                  Intrado
will not charge Customer for failover calls to the Emergency Call Relay Center
that result due to an Intrado Service failure.






Confidential treatment has been requested.  The redacted material has been separately
filed with the Commission.



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