exv10w2w3



 








Exhibit 10.2.3



Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[*
* *]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.









AMENDMENT




TO




CONTRACTOR SERVICES AGREEMENT




FOR




NUMBERING ADMINISTRATION CENTER / SERVICE

MANAGEMENT SYSTEM




ANNUAL UPDATE TO CONVERSION FACTOR 




FOR THE PERIOD JUNE 1, 2006 TO MAY 31, 2007





Page 1









 








	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	Date: June 1, 2006
	SOW:    þNo
	 	 
	               oYes
	 	 






AMENDMENT




TO




CONTRACTOR SERVICES AGREEMENT FOR NUMBERING

ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM




Annual Update to Conversion Factor




For the Period June 1, 2006 to May 31, 2007




1. PARTIES



This Revision 2 (“Revision”) of Amendment Number 46 ( “Amendment No. 46”) is entered into pursuant
to Article 30 of, and upon execution shall be a part of, the Contractor Services Agreement for
Number Portability Administration Center/Service Management System, as amended by that certain
Amending Agreement, effective March 31, 2003 (the “Amending Agreement”) and that certain Amending
Agreement, effective October 28, 2005 (the “Second Amending Agreement”) (the “Master Agreement”) by
and between NeuStar, Inc., a Delaware corporation (“Contractor”) and the Canadian LNP Consortium,
Inc., a corporation incorporated under the laws of Canada (the “Customer”).



2. EFFECTIVENESS



This Revision shall be effective as of the 1st day of June 2006 (the “Revision Effective
Date”) only upon execution of this Revision by Contractor and Customer. The number in the upper
left-hand corner refers to this Revision. Undefined capitalized terms used herein shall have the
meanings ascribed by the Master Agreement.




3. ANNUAL UPDATE



Pursuant to the Amending Agreement of the Master Agreement, Contractor and Customer agreed to
specify all amounts chargeable, payable, or to be credited under the Master Agreement, including,
for greater certainty and without limitation, amounts listed in Exhibit E, Exhibit G and amounts
under or pursuant to any Statement of Work and any Performance Credits, in Canadian dollars, but
except as otherwise provided in the Amending Agreement. For the period June 1, 2003 to May 31,
2004, each such dollar amount, was initially converted from its U.S. dollar amount into Canadian
dollars by multiplying each such amount by a conversion factor equal to 1.5723.




In accordance with the terms of the Amending Agreement, effective on each anniversary of the
Amending Agreement, the conversion factor set forth above is recomputed based
on the average of the exchange rates for each of the last five (5) Business Days in the month of
April immediately preceding the applicable anniversary of the Amending



Page 2









 





	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	Date: June 1, 2006
	SOW:    þNo
	 	 
	               oYes
	 	 





Agreement’s effective date,
as published in the Key Currency Cross Rates column of the Wall Street Journal. In accordance with
the terms and conditions of the Amending Agreement, the conversion factor for the period of June 1,
2004 to May 31, 2005 was calculated to equal 1.3612, as reflected in Amendment No. 46, and
1.2484 for the period of June 1, 2005 to May 31, 2006, as reflected in Revision 1 to
Amendment No. 46. In accordance with the terms and conditions of the Amending Agreement, the
conversion factor for the period of June 1, 2006 to May 31, 2007 was calculated to equal
1.1274.




4. AMENDMENT AND RESTATEMENT



Effective on the Revision Effective Date, and throughout the Initial Term, the parties hereby amend
and restate Exhibit E and Exhibit G to the Master Agreement and Section 6.1(c) and Article 16 of
the Master Agreement in their entirety to reflect all amounts chargeable, payable, or to be
credited under the Master Agreement in Canadian dollars based on the conversion factor set forth in
Article 3 above (attached hereto as Attachments 1, 2, 3, and 4 respectively). Notwithstanding the
foregoing, except when and as otherwise expressly provided by a written agreement between
Contractor and Customer, and subject to the reservation in Article 5 below, any amended and
restated document attached hereto is intended for information purposes only.




5. RESERVATION



The rights and obligations of the parties with respect to the calculation and application of a
conversion factor are defined in the Master Agreement, as amended by the Amending Agreement. It is
the intent of the parties that neither party will be prejudiced by any errors or mistakes in
calculating any conversion factor or by the application of any conversion factor. Upon the
discovery of any such error or mistake, the parties will promptly and in good faith issue a
correction; e.g., by issuing a revised Statement of Work.




6. COMPLETION AND ACCEPTANCE CRITERIA



The following internal documents are applicable to the Additional Services contemplated under this
Revision:



N/A            Functional Requirements Specifications



N/A            Requirements Traceability Matrix



N/A            External Design



N/A            System Design



N/A            Detailed Design



N/A            Integration Test Plan



N/A            System Test Plan



N/A            Software Quality Assurance Program Report



N/A            User Documentation



N/A            Software Configuration Management Plan



N/A            Standards and Metrics





Page 3









 








	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	Date: June 1, 2006
	SOW:    þNo
	 	 
	               oYes
	 	 






7. IMPACTS ON MASTER AGREEMENT.



The following portions of the Master Agreement are impacted by this Revision:



   þ              Master Agreement



None            Exhibit B Functional Requirements Specification



None            Exhibit C Interoperable Interface Specification



   þ              Exhibit E Pricing Schedules



None            Exhibit F Project Plan and Test Schedule



   þ              Exhibit G Service Level Requirements



None            Exhibit H Reporting and Monitoring Requirements



None            Exhibit I Key Personnel



None            Exhibit J User Agreement Form



None            Exhibit K External Design



None            Exhibit L Infrastructure/Hardware



None            Exhibit M Software Escrow Agreement



None            Exhibit O Statement of Work Cost Principles




8. MISCELLANEOUS.




     8.1 Continuation of Master Agreement and User Agreement


Except as specifically modified and amended hereby, all the provisions of the Master Agreement and
the User Agreements entered into with respect thereto, and all exhibits and schedules thereto,
shall remain unaltered and in full force and effect in accordance with their terms. From and after
the date hereof, any reference in either the Master Agreement to itself and any Article, Section or
subsections thereof or to any Exhibit thereto, or in any User Agreement to itself or to the Master
Agreement and applicable to any time from and after the date hereof, shall be deemed to be a
reference to such agreement, Article, Section, subsection or Exhibit as modified and amended by
this Revision. From and after the Revision Effective Date, this Revision shall be a part of the
Master Agreement and, as such, shall be subject to the terms and conditions therein.




     8.2 Counterparts.


This Revision may be executed in two or more counterparts and by different parties hereto in
separate counterparts, with the same effect as if all parties had signed the same document. All
such counterparts shall be deemed an original, shall be construed together and shall constitute one
and the same instrument.




Page 4









 








	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	Date: June 1, 2006
	SOW:    þNo
	 	 
	               oYes
	 	 






     8.3 Entire Agreement. 


This Revision sets forth the entire understanding between the Parties with regard to the subject
matter hereof and supersedes any prior or contemporaneous agreement, discussions, negotiations or
representations between the Parties, whether written or oral, with respect thereto.




[THIS SPACE INTENTIONALLY LEFT BLANK]




Page 5









 








	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	Date: June 1, 2006
	SOW:    þNo
	 	 
	               oYes
	 	 





IN WITNESS WHEREOF, the undersigned have executed and delivered this Revision 2 to Amendment No.
46:




	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Michael O’Connor 	 	 
	 

	 	 	 	 
	Its:
	 	VP-Customer Relations 	 	 
	 

	 	 	 	 
	Date:
	 	19 July 2006 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	CUSTOMER: Canadian LNP Consortium, Inc. 	 	 
	 
	 	 	 	 
	By:
	 	/s/ Jacques Sarazin 	 	 
	 

	 	 	 	 
	Its:
	 	President 	 	 
	 

	 	 	 	 
	Date:
	 	June 30/06 	 	 
	 

	 	 	 	 





Page 6









 






	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	Date: June 1, 2006
	SOW:    þNo
	 	 
	               oYes
	 	 






ATTACHMENT 1




TO




REVISION 2 TO AMENDMENT NO. 46(CA)




Amended and Restated Exhibit E to Master Agreement




Page 7









 





EXHIBIT E




PRICING SCHEDULES




NPAC/SMS SERVICES




 









 





PRICING SCHEDULES




     The following schedules set forth the prices at which Contractor will be compensated for
rendering the Services under the Agreement. A general description of these charges and the methods
of billing therefor are set forth in Section 6 of the Agreement. See Agreement for other
applicable charges.



     Notwithstanding anything in the Agreement to the contrary: (a) all amounts chargeable,
payable, or to be credited under the Agreement, including, for greater certainty and without
limitation, amounts listed in Exhibit E, Exhibit G and amounts under or pursuant to any Statement
of Work and any Performance Credits, shall be in Canadian dollars; and (b) all amounts described in
subparagraph (a) immediately above, excluding the amount set forth in Sections 20.1(iv) (which
amount shall continue to be denominated in US dollars) and 20.4(iv) (which amount shall continue to
be denominated in Canadian dollars as set forth below), will be adjusted as follows:


(I) effective on the Effective Date, for the period June 1, 2003 to May 31, 2004, each such dollar
amount, shall be converted from its U.S. dollar amount, as such amounts appear in the Agreement
immediately prior to the Effective Date (other than such of those amounts expressly amended by an
Amending Agreement between Contractor and Customer, dated March 31, 2003, which amended amounts
shall be utilized for the purposes of the conversion described herein) into Canadian dollars by
multiplying each such amount by the number 1.5723; and



(II) effective on each anniversary of the Effective Date, each such dollar amount shall be
converted from its U.S. dollar amount, as such U.S. dollar amounts appear in the Agreement
immediately prior to the Effective Date (other than such of those amounts expressly amended by an
Amending Agreement between Contractor and Customer, dated March 31, 2003, which amended amounts
shall be utilized for the purposes of the conversion described herein), into Canadian dollars by
multiplying each such amount by the average of the exchange rates for each of the last five (5)
Business Days in the month of April immediately preceding the applicable anniversary of the
Effective Date, as published in the Key Currency Cross Rates column of the Wall Street Journal.




     Effective on the Effective Date, and throughout the Initial Term, the dollar amount set forth
in Section 20.4 will be adjusted by multiplying such dollar amount by the number 1.0000.



     Within fifteen (15) days following the last Business Day in April of each year, the parties
shall amend and restate Exhibit E, Exhibit G, Section 6.1(c), and Article 16 in their entirety, to
reflect all dollar amounts in Canadian dollars based on the applicable exchange rate.



The exchange rate determined at the June 1, 2006 anniversary is 1.1274 .




E-9









 








Schedule 1




Service Element Fees/Unit Pricing




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price	 	 
	 	 	 	 	 	 	U.S.	 	Price
	Category	 	Service Element	 	Unit	 	Dollars	 	Canadian Dollars
	 
	1. [* * *]
	 	 	 	 	 	 	 	 
	 
	 	[* * *]	 	[* * *]	 	$[* * *]	 	$[* * *]
	 
	 	[* * *]1 	 	[* * *]	 	$[* * *]	 	$[* * *]
	 
	 	[* * *]	 	[* * *]	 	$[* * *]	 	$[* * *]
	 
	 	[* * *]	 	[* * *]	 	[* * *]	 	$[* * *]
	 
	 	[* * *]	 	[* * *]	 	[* * *]	 	$[* * *]
	 
	 	[* * *]	 	[* * *]	 	$[* * *]	 	$[* * *]
	2. [* * *]
	 	 	 	 	 	 	 	 
	 
	 	[* * *]2 	 	[* * *]	 	$[* * *]	 	$[* * *]
	 
	 	[* * *]3	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Price in USD	 	 
	 	 	 	 	 	 	 	 	for each TN	 	 
	 	 	Applicable	 	 	 	 	 	Porting Event	 	Price in
	 	 	Tiers	 	Tier Start*	 	Tier End*	 	Within Tier	 	CDN
	 
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]
	 	[* * *]
	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 
	* The above tier volumes represent cumulative TN Porting Events measured from September 1, 2005.
The price described above for each TN Porting Event is the price for each TN Porting Event within each
Tier set forth above.
	 
	 

	 	[* * *]
	 	 	 	[* * *]
	 	  [* * *]
	 	  [* * *]
	 

	 	 	 	 	 	 	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]4 
	 	 	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	 	 	 	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]5 
	 	 	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 

	 	[* * *]6 
	 	 	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 
	 

	 	[* * *]
	 	 	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 
	3. [* * *]
	 	 	 	 	 	 	 	 	 	 
	 

	 	[* * *] 7 
	 	 	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	 
	 

	 	[* * *]8 
	 	 	 	[* * *]
	 	$[* * *]
	 	$[* * *]






E-10









 





The TN Porting Event charges described in the TN Porting Event row in the foregoing table (the
“Amended Rates”) shall be effective as of, and based on, volumes of TN Porting Events executed
beginning on [* * *] . Notwithstanding the Amended Rates, if, in any calendar year,
including 2005, Users who are shareholders of the Customer (“Canadian Users”), in the aggregate,
execute more than [* * *] TN Porting Events, the TN Porting Event charge shall, for the
balance of such calendar year in which such number of aggregate TN Porting Events shall have been
executed, equal US$ [* * *] (CA$ [* * *] in accordance with SOW46 Revision 2).
For greater certainty, subject to the immediately preceding sentence, all TN Porting Events
executed by Canadian Users in excess of [* * *] TN Porting Events in any calendar year
shall be included in the TN Porting Events used to derive applicable TN Porting Event charges in
the years following the year in which Canadian Users executed more than [* * *] TN
Porting Events.




E-11









 








Schedule 2




Training Charges




	 	 	 	 	 	 	 
	 	 	 	 	Price	 	Price
	 	 	 	 	U.S.	 	Canadian
	Service Element	 	Unit	 	Dollars	 	Dollars
	[* * *]

	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	[* * *]9 10

	 	[* * *]
	 	$[* * *]
	 	$[* * *]








 




			
	*	 	Training consists of LTI User Training lasting 8 to 12 hours.




E-12









 










Schedule 3




Interoperability Testing *




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price
	 	 	 	 	 	 	Canadian
	Category & Service Element	 	Unit	 	Price	 	Dollars
	[* * *]
	 	 	 	 	 	 
	[* * *]

	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	[* * *]

	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	[* * *]
	 	 	 	 	 	 
	[* * *]

	 	[* * *]
	 	$[* * *]
	 	$[* * *]
	[* * *]

	 	[* * *]
	 	$[* * *]
	 	$[* * *]






* [* * *]






 




			
	1	 	Monthly port charges [* * *]
	 
	2	 	[* * *]
	 
	3	 	The TN Porting Event [* * *]
	 
	 	 	The TN Porting Event [* * *]
	 
	4	 	An Ad Hoc Report [* * *]
	 
	5	 	[* * *]
	 
	6	 	[* * *]
	 
	7	 	The one-time Log-on ID [* * *]
	 
	8	 	The Mechanized Interface [* * *]
	 
	9	 	[* * *]
	 
	10	 	[* * *]




E-13









 










	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	Date: June 1, 2006
	SOW:    þNo
	 	 
	               oYes
	 	 






ATTACHMENT 2




TO




REVISION 2 TO AMENDMENT NO. 46(CA)




Amended and Restated Exhibit G to Master Agreement





Page 14









 







EXHIBIT G




SERVICE LEVEL REQUIREMENTS




NPAC/SMS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	Performance Credit	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	Canadian Dollars	 	Calculation Interval
	1.

	 	Service Availability

(Customer)
	 	Maintain a 99.9%
minimum Service
Availability
	 	Service Affecting
	 	>99.85% but
<99.90%:
 $[* *
*];

>99.80% but
<99.85%:
 $[* *
*];

>99.75% but
<99.80%:
 $[* *
*];

>99.70% but
<99.75%:
 $[* *
*];

>99.65% but
<99.70%:
 $[* *
*];

>99.60% but
<99.65%:
 $[* *
*];

<99.60%: $[* * *]
	 	>99.85% but
<99.90%:
 $[* *
*];

>99.80% but
<99.85%:
 $[* *
*];

>99.75% but
<99.80%:
 $[* *
*];

>99.70% but
<99.75%:
 $[* *
*];

>99.65% but
<99.70%:
 $[* *
*];

>99.60% but
<99.65%:
 $[* *
*];

<99.60%: $[* * *]
	 	Monthly






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	Performance Credit	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	Canadian Dollars	 	Calculation Interval
	2.

	 	Scheduled Service

Unavailability

(Customer)
	 	Scheduled Service
Unavailability will be
equal to or less than
20 hours per calendar
quarter, or such longer
period otherwise agreed
to by the Parties,
provided that such
twenty (20) hour period
(each, a “20 Hour
Period”) shall not
include time reasonably
required for release
implementations, data
rebuilds, and other
non-routine tasks (the
time for which shall be
agreed to on a case by
case basis).
Contractor shall, not
less than ten (10)
business days prior to,
and not less than four
(4) business days
after, each Scheduled
Service Unavailability
event, provide to
Customer a request for
maintenance and report,
respectively, both in
the form of Annex A
attached to this
Exhibit G. Contractor
shall not proceed with
the proposed Scheduled
Service Unavailability
unless it has received
prior written approval
(e-mail is acceptable)
from Customer for its
request for
maintenance, which
approval shall not be
unreasonably withheld.
For greater certainty,
for any Scheduled
Service Unavailability
in excess of 20 hours
in each 20 Hour Period,
Customer shall be
entitled to enforce all
remedies available to
it, including without
limitation Performance
Credits as set forth in
this SLR 2. No
Scheduled Service
Unavailability event
shall exceed ten (10)
hours. Each such event
shall be scheduled in
advance and shall be
coordinated with each
User’s maintenance
schedule.
	 	Service Affecting
	 	$[* * *] for each
hour or portion
thereof in excess
of approved
Scheduled Service
Unavailability or
such longer period
otherwise agreed to
by the Parties
	 	$[* * *] for each
hour or portion
thereof in excess of
approved Scheduled
Service
Unavailability or
such longer period
otherwise agreed to
by the Parties
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	SOA/LSMS

Acknowledgement

Response Times

(Customer)
	 	Response time (i.e.,
means NPAC processing
time) for 95% of the
responses will be equal
to or less than 3
seconds, except for
miscellaneous
transactions, such as
queries, audits and
edits
	 	Service Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	LSMS Broadcast Time

(Customer)
	 	A mean time maximum of
60 seconds from
activation to broadcast
	 	Service Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	SOA to NPAC
Interface
Transaction Rates
(Customer)
	 	Maintain a minimum of 2
transactions per second
per User SOA for 95%
of the transactions.
	 	Service Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	NPAC to LSMS
Interface
Transaction Rates
(Customer)
	 	Maintain a minimum of
10 transactions per
second per User LSMS
for 95% of the
transactions (excluding
the impact of delays
caused by Users)
	 	Service Affecting
	 	$[* * *]
	 	$[* * *]
	 	Monthly
















 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	Performance Credit	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	Canadian Dollars	 	Calculation Interval
	7.

	 	SOA/LSMS Interface

Availability


(User)
	 	Maintain an Interface
Availability at a
minimum of 99.9%
	 	Service Affecting
	 	>99.85% but
<99.90%: 
$[* *
*];

>99.80% but
<99.85%: 
$[* *
*];

>99.75% but
<99.80%:
 $[* *
*];

>99.70% but
<99.75%: 
$[* *
*];

>99.65% but
<99.70%:
 $[* *
*];

>99.60% but
<99.65%:
 $[* *
*];

<99.60%: $[* * *]
	 	>99.85% but
<99.90%:
 $[* *
*];

>99.80% but
<99.85%:
 $[* *
*];

>99.75% but
<99.80%:
 $[* *
*];

>99.70% but
<99.75%:
 $[* *
*];

>99.65% but
<99.70%: 
$[* *
*];

>99.60% but
<99.65%: 
$[* *
*];

<99.60%: $[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	Unscheduled Backup

Cutover time

(Customer)
	 	A maximum of 10
minutes to cutover to
the backup site
	 	Service Affecting
	 	$[* * *]
	 	$[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	NPAC/SMS Partial

Disaster Restoral

Interval

(Customer)
	 	Partial restoration
will be equal to or
less than 24 hours
(Partial restoration
meaning the capability
of receiving,
processing and
broadcasting updates)
	 	Service Affecting
	 	$[* * *] for each
day or portion
thereof in excess
of 24 hours

	 	$[* * *] for each
day or portion
thereof in excess
of 24 hours
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	NPAC/SMS Full

Disaster Restoral

(Customer)
	 	Full restoration will
occur at a maximum of
48 hours
	 	Service Affecting
	 	$[* * *] for each day or portion
thereof in excess
of 24 hours
	 	$[* * *] for each day or portion
thereof in excess
of 24 hours
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	12.

	 	User Problem

Resolution
	 	Minimum 80% calls

during Normal Business

Hours answered by live

operators within 10

seconds
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	14.

	 	User Problem

Resolution
	 	99.0% callback within
30 minutes for requests
made during other than
Normal Business Hours
	 	Non Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15.

	 	User Problem

Resolution
	 	A minimum of 99.5% of
all commitments to get
back to the User after
the initial contact
will be met
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	16.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	18.

	 	System Security
	 	Monitor and record
unauthorized system
access
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	19.

	 	System Security
	 	Remedy logon security

permission errors

immediately after User

notification
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	20.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 	 	 	 	Report
	 	 	 	 	 	 	Affecting/	 	 	 	 	 	Frequency and
	 	 	 	 	 	 	Non-Service	 	Performance	 	Performance Credit	 	Performance Credit
	No.	 	Procedure	 	Service Commitment Level	 	Affecting	 	Credit US Dollars	 	Canadian Dollars	 	Calculation Interval
	21.

	 	Scheduled Service

Unavailability

Notification
	 	Notice of Scheduled
Service Unavailability
for routine maintenance
of NPAC/SMS to be given
a minimum of 2 weeks in
advance.	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notice of Scheduled
Service Unavailability
for non-routine
maintenance of NPAC/SMS
to be given as follows:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•    During Normal
Business Hours — a
minimum of 7 days in
advance
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•    During
Non-Normal Business
Hours — a minimum of 24
hours in advance

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	22.

	 	Unscheduled Service

Unavailability

Notification
	 	Notify User within 15
minutes of detection of
an occurrence of
unscheduled Service
Unavailability
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23.

	 	Unscheduled

Service

Unavailability

Notification
	 	Provide 30-minute
updates of NPAC status
following an occurrence
of unscheduled Service
Unavailability through
recorded announcement
and client bulletins
	 	Non-Service

Affecting
	 	[* * *]
	 	[* * *]
	 	Per Event
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	24.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26

	 	RESERVED	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27.

	 	RESERVED	 	 	 	 	 	 	 	 	 	 

















 








	 	 	 	 	 	 	 	 	 
	Amendment No. 46(CA) Rev. 2

	 	 	 	Date:
	 	June 1, 2006
	SOW:

	 	þNo	 	 	 	 	 	 
	 

	 	oYes	 	 	 	 	 	 






ATTACHMENT 3




TO




REVISION 2 TO AMENDMENT NO. 46(CA)




Amended and Restated Section 6.1(c) of the Master Agreement




Page19









 





ARTICLE 6 — PRICING AND ADJUSTMENT




6.1



(a) General



Contractor shall be compensated for rendering the Services hereunder at the prices set forth in
Exhibit E — Pricing Schedules (the “Pricing Schedules”). Customer will deliver an Allocation Model
to Contractor for billing on or before the 30th day prior to the close of the first Billing Cycle;
provided, however, that if Customer fails to provide an Allocation Model by such date and until 30
days after such Allocation Model is so provided, Contractor shall be entitled to allocate all
allocable charges hereunder pro rata to the Users, and shall invoice such Users accordingly.
Thereafter, Customer may change the Allocation Model on 30 days written notice period.



Except as provided in a Statement of Work or as otherwise specifically provided hereunder,
Contractor will not increase the prices set forth in the Pricing Schedules during the Initial Term
of this Agreement. Thereafter, the prices for Services may be increased upon not less than 90 days
prior written notice to Customer; provided, however, that (i) any such price increase will not
exceed the total percentage increase, if any, in the CPI for the twelve month period immediately
preceding Contractor’s proposed price increase, or eight percent (8%), whichever is less and (ii)
prices may not be increased more than once in any twelve month period.



(b) One Time Credit




Contractor shall on or before December 31, 2005 pay, by way of credit, the amount of USD$[* * *],
which equals CA$[* * *] under the then-current conversion factor required under Exhibit E, (the
“One Time Credit”) for the benefit of, and for distribution among, the Users who are shareholders
of the Customer (the “Canadian Users”). The One Time Credit shall be payable by Contractor in the
manner stipulated in writing by the Customer in a direction delivered to Contractor, which
direction shall be delivered to Contractor no later than November 30, 2005. For greater certainty,
the Parties expressly acknowledge and agree that the One Time Credit may, in the sole discretion of
the Customer expressed in the direction described in the immediately preceding sentence, be payable
by Contactor: (i) by way of credit against future Canadian User payment obligations to Contractor
(as directed by the Customer); or (ii) by way of payment to the Customer of the One Time Credit (or
a combination of (i) and (ii)), within thirty (30) days of receipt by Contractor of the direction
described in this Section 6.1(b). For greater certainty, if the amount of any such credit allocated
to any Canadian User, as described in (i) in the immediately preceding sentence, exceeds any such
Canadian User’s payment obligations to Contractor in the month in which such credit is allocated by
Contractor (as described in the immediately preceding sentence), the net amount of such credit in
respect of any such Canadian User shall be applied in the next following month, and so on, until
such credit is exhausted, unless otherwise directed by the Customer.



(c) Fixed Annual Credit




Subject to the requirements set forth below in this Section 6.1(c), Contractor shall, in each
calendar year during the Initial Term beginning in 2006, pay an
annual credit in the amount of $[* * *], which equals CA$[* * *] under the current conversion factor required



 









 







under Exhibit E, for the benefit of, and for distribution among, the Canadian Users (each a “Fixed Annual
Credit”). The Fixed Annual Credit shall be payable by Contractor in the manner stipulated in
writing by the Customer in a direction delivered to Contractor, which direction shall be delivered
to Contractor for each applicable calendar year no later than November 30 of that calendar year
during the Initial Term beginning in 2006 . For greater certainty, the Parties expressly
acknowledge and agree that the Fixed Annual Credit may, in the sole discretion of the Customer
expressed in the direction described in the immediately preceding sentence, be payable by
Contractor: (i) by way of credit against future Canadian User payment obligations to Contactor (as
directed by the Customer); or (ii) by way of payment to the Customer of the Fixed Annual Credit (or
a combination of (i) and (ii)), within thirty (30) days after both (A) Contractor receives the
direction described in this Section 6.1(c), and (B) the annual, aggregate volume of executed Ported
TN Events exceeds the applicable thresholds set forth below. For greater certainty, if the amount
of any such credit allocated to any Canadian User, as described in (i) in the immediately preceding
sentence, exceeds any such Canadian User’s payment obligations to the Contractor in the month in
which such credit is applied by Contractor (as described in the immediately preceding sentence),
the net amount of such credit in respect of any such Canadian User shall be applied in the next
following month, and so on, until such credit is exhausted, unless otherwise directed by Customer.
The Fixed Annual Credit shall only be payable by Contractor for each calendar year if Canadian
Users, in the aggregate for each applicable calendar year, execute: (i) in the calendar year 2006,
more than [* * *] TN Porting Events; (ii) in the calendar year 2007, more than [* * *] TN Porting
Events; (iii) in the calendar year 2008, more than [* * *] TN Porting Events; (iv) in the calendar
year 2009, more than [* * *] TN Porting Events; (v) in the calendar year 2010, more than [* * *] TN
Porting Events; and (vi) in the calendar year 2011, more than [* * *] TN Porting Events.
Notwithstanding anything in this Section 6.1(c) to the contrary, if the number of TN Porting Events
in any calendar year does not exceed the volume thresholds set forth in the immediately preceding
sentence, then that calendar year’s Fixed Annual Credit forever expires, and in no event shall such
Fixed Annual Credit be available or otherwise be used in a subsequent calendar year, provided that
neither Party will be prejudiced by any error or mistake in calculating the aggregate number of TN
Porting Events described in the immediately preceding sentence. Upon the discovery of any such
error the Parties will promptly, and in good faith correct such error, including any adjustment as
may be required under this Section.



(d) No Withholding or Deduction.



All applicable credits and amounts payable described in Section 6.1(b) and Section 6.1(c) shall be
applied and paid, as described herein, without withholding or any deduction whatsoever.




 









 








	 	 	 	 	 	 	 	 	 
	Amendment No. 46(CA) Rev. 2


	 	 	 	Date:
	 	June 1, 2006
	SOW:

	 	þNo	 	 	 	 	 	 
	 

	 	oYes	 	 	 	 	 	 






ATTACHMENT 4




TO




REVISION 2 TO AMENDMENT NO. 46(CA)




Amended and Restated Article 16 of the Master Agreement




Page22









 





ARTICLE 16 — DELAYS; PERFORMANCE CREDITS AND CORRECTIVE REPORTING; DEFAULTS; FORCE
MAJEURE



16.1 Notice of Delays



Time is of the essence in Contractor’s performance of its obligations under this Agreement.
Contractor shall promptly notify Customer in writing of any anticipated or known delay in
Contractor’s performance of an obligation by the date specified therefor, if any, in this
Agreement, the reasons for the delay, and the expected duration of the delay. In the event of any
failure of Customer or User to perform an obligation which delays or threatens to delay a scheduled
performance date of Contractor under this Agreement (“Customer/User Delay”), Contractor shall
promptly notify Customer in writing of such delay or threatened delay, and Contractor’s scheduled
performance date shall be extended day-for-day for any such actual delay of Customer or User
directly affecting such scheduled performance date. If Contractor fails to notify Customer of a
Customer/User Delay of which Customer or the applicable User does not otherwise have a prior notice
(i.e., pursuant to a Project Plan), Contractor may not use such Customer/User Delay as an excuse
for its failure to meet a scheduled performance date.



16.2 [Deleted]



16.3 Performance Credits



In the event that a Service Affecting Event (as defined below) shall have occurred for any reason
other than the occurrence of a Force Majeure Event or a Customer/User Delay, Contractor shall pay
to Customer or affected Users, as applicable, as “Performance Credits” (and as liquidated damages
and not as a penalty) an aggregate sum equal to the amount set forth under the heading “Performance
Credit Amount” for each such Service Affecting Event, as set forth in Exhibit G; provided, however,
that in no event shall the annual aggregate amount of Performance Credits exceed $[* * *], which
equals CA$[* * *] under the current conversion factor required under Exhibit E. For purposes
hereof, a “Service Affecting Event” shall mean the failure of Contractor to meet a “Service
Affecting” Service Commitment Level set forth in Exhibit G — Service Level Requirements; provided,
however, that if the same facts and circumstances directly or indirectly result in the failure to
meet more than one Service Level, all such related failures, for purposes of calculating
Performance Credits which shall be due in connection therewith, shall be deemed to be a single
Service Affecting Event. [Amended]



In the event that a Non-Service Affecting Event (as defined below) shall have occurred for any
reason, Contractor shall not be required to pay any Performance Credits. For each Non-Service
Affecting Event, Contractor shall (i) notify Customer in writing of such Non-Service Affecting
Event, including in such notification an explanation of the cause of the Non-Service Affecting
Event and a detailed summary of the course of actions, if any, necessary to mitigate the likelihood
of such cause recurring and (ii) diligently pursue the identified course of action to completion.
For purposes hereof, a “Non-Service Affecting Event” shall mean the failure of Contractor to meet
one of the Service Levels other than those which give rise to Service Affecting Events.








 









 











16.4 Allocation of Damages Among Users



The aggregate amount of accrued liquidated damages under Section 16.3 above shall be allocated
among Users as directed by Customer and credited against the next succeeding monthly billing to
such Users for Services or, in the event Customer terminates this Agreement as a result of any such
failure, shall be allocated and credited in the same manner, with the balance, if any, remaining
after applying said amounts against any final billings to be paid to such Users by Contractor.
Liquidated damages shall be considered as compensation for direct damages for the delay suffered by
the Users other than those specified in Section 19.1(g) and Contractor shall remain liable for any
of the direct damages specified in Section 19.1(g). [Amended]



16.5 Contractor Defaults



Contractor shall be in default (“Default”) under this Agreement if Contractor shall:




(a) chronically fail to provide the Canadian NPAC/SMS at one or more of the “Service
Affecting” Service Levels, which failure is evidenced by recurring events of the same or
similar nature that are indicative of a systemic problem and which either have been
unaffected by Contractor’s repeated cure efforts, if any, or are reasonably unlikely to be
cured with Contractor’s diligent efforts over a reasonable period, which in any event shall
be no less than 30 days; or [Amended]




(b) fail to perform any of its other material obligations, i.e., material breach, under
this Agreement (including the obligations referred to in Section 21.3, but excluding the
obligations referred to in Section 16.5(a) above) and such failure continues for a period
of 30 days following receipt of written notice of such failure from Customer; provided,
however, that where such failure (other than with respect to a payment obligation) cannot
reasonably be cured within such 30 day period, so long as Contractor is diligently pursuing
such cure, the time for curing such failure shall be extended for such period as may be
necessary for Contractor to complete such cure.



Upon any Default hereunder by Contractor, Customer may, subject to Articles 19 and 26 hereof,
pursue any legal remedies it may have under applicable law or principles of equity.



16.6 Force Majeure



Any failure or delay by Customer, a User or Contractor in the performance of its obligations under
this Agreement shall not be deemed a Default of this Agreement to the extent such failure or delay
is directly or indirectly caused by fire, flood, earthquake, elements of nature or acts of God,
acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States or
Canada, court order, or the occurrence of a Force Majeure Event (as otherwise defined herein)
affecting the non-performing Party’s first-tier suppliers, subcontractors or agents (i.e.,not
subcontractors of subcontractors), or any other similar cause beyond the reasonable control of such
Party and without the fault or negligence of such Party and which cannot be reasonably circumvented
by the non-performing Party through the use of alternate sources, workaround plans or other means
(each, a “Force Majeure Event”). Notwithstanding the foregoing, any failure or
delay by Contractor which results from Contractor’s failure to comply with a requirement of this
Agreement intended to prevent such a failure shall not be considered subject to this Article.
Notwithstanding the foregoing, Contractor’s liability for loss or damage to Customer’s material in
Contractor’s possession or control shall not be modified by this clause.