Second Amendment to Carrier Global Services Agreement between MCI WorldCom Communications, Inc. and Universal Access, Inc.

Summary

This amendment updates the Carrier Global Services Agreement between MCI WorldCom Communications, Inc. and Universal Access, Inc. It revises the minimum monthly usage charges, adjusts how assigned circuits contribute to these minimums, and modifies the rates and charges for various private line and metro line services. The amendment also clarifies when underutilization charges may be waived if service installation is delayed for reasons not caused by the customer. All other terms of the original agreement remain unchanged.

EX-10.20-2 8 a2074067zex-10_202.txt EXHIBIT 10.20.2 [MCI WORLDCOM LOGO] Exhibit 10.20.2 SECOND AMENDMENT TO CARRIER GLOBAL SERVICES AGREEMENT This is the Second Amendment to the Carrier Global Services Agreement (this "Amendment") by and between MCI WORLDCOM COMMUNICATIONS, INC., on behalf of itself and its U.S.-Based affiliates and their respective successors (together, "MCI WorldCom") and UNIVERSAL ACCESS, INC. ("Customer"), and amends that certain Carrier Global Services Agreement which was signed by Customer on September 24, 1999 and signed by MCI WorldCom on December 14. 1999 (the "CGSA" or "Original Agreement") and amended by that certain First Amendment to the Carrier Global Services Agreement which was signed by Customer on May 1, 2000 and signed by MCI WorldCom on May 8, 2000 (the "First Amendment"). Unless otherwise defined herein, capitalized terms used in this Amendment will have the same meanings as set forth in the Original Agreement. Except as otherwise expressly modified or amended herein, all terms and conditions contained in the Original Agreement will remain in full force and effect and will not be altered or changed by this Amendment. The Original Agreement including this Amendment will be referred to as the "Agreement." This Amendment is binding when executed by Customer and subsequently signed by MCI WorldCom and once signed by MCI WorldCom the rates, charges, and discounts set forth herein will be effective on MCI WorldCom's signature date (the "Second Amendment Effective Date"). 1. AMENDMENT. The parties hereby agree that the Original Agreement is amended as follows; (a) By deleting Section 3.1 of Schedule One of the Original Agreement in its entirety and replacing it as follows: 3.1 MINIMUM VOLUME REQUIREMENT. During each Monthly Period of the Term following the expiration of the Ramp Period, Customer's Total Usage Charges under this Agreement must equal or exceed One Million Dollars ($1,000,000) (the "Monthly Minimum"). In the event Customer fails to meet the Monthly Minimum in any Monthly Period after the expiration of the Ramp Period, and Customer has ordered circuits which have not been installed within the installation interval (as defined below) and where Customer provided complete and accurate information to complete such order, and such delay was not caused by Customer, MCI Worldcom will waive any underutilization charges directly attributable to such uninstalled circuits until such circuits have been installed. (b) By adding a new Section 3.3 to Schedule One as follows: 3.3 ASSIGNED CIRCUITS. Beginning upon the expiration of the Ramp Period, the Usage Charges for the account numbers assigned to Customer from Allied Riser Communications Corporation in the Assignment Agreement approved by WorldCom on August 18, 2000 shall contribute to Customer's Monthly Minimum. Beginning upon the Second Amendment Effective Date, the circuits under the assigned account numbers will receive the rates and charges contained in this Agreement during the remainder of the Term. (c) By deleting Section 1.1 of Attachment 3-1 to Schedule Three of the Origin Agreement in its entirety and replacing it as follows: 1.1 DOMESTIC PRIVATE LINE SERVICE (OPTION 1). For domestic Private Line Service, Customer will pay the following mileage-based monthly recurring charge ("MRC") for DS-1, DS-3, OC-3, OC-12, and OC-48 circuits. "Premium" rates shall apply to the Premium Cities identified in Exhibit 1 to attachment 3-1 to Schedule Three of the Original Agreement ("Exhibit 1"); "Non-Premium" rates shall apply to any city not identified in Exhibit 1. If the Voice Grade Equivalent (VGE) mileage rate for any circuit is less than the MRC set forth below, Customer will pay the minimum MRC in lieu of the VGE mileage rate: -- MCI WORLDCOM CONFIDENTIAL -- PALOALTO:10915.3

(d) By deleting Section 1.2 of Attachment 3-1 to Schedule Three of the Original Agreement in its entirety and replacing it as follows: 1.2 METRO PRIVATE LINE SERVICE (TYPE 1). 1.2.1 Customer will pay the monthly recurring charges for DS-1, DS-3, OC-3, OC-12, and OC-48 circuits as set forth below for On-Net Metro Private Line Service based upon the incumbent local exchange carrier (ILEC) region.* Dedicated access charges are included in the monthly recurring charges:

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -- MCI WORLDCOM CONFIDENTIAL -- PALOALTO:10915.3 2

*References to ILEC regions mean the states within such region as determined prior to any mergers of ILECs (i.e., the 1LEC regions prior to 1998). Any merger after 1998 or any merger subsequent to the Effective Date of this Agreement shall have no effect on the designation of ILEC regions for pricing purposes as set forth above. (e) By adding a new Section 1.4 to Attachment 3-1 of Schedule Three as follows: 1.4 APPEARANCE FEES. In addition to the rates set forth above and subject to the Tariff, Customer will be charged the following monthly recurring Interface charges for Metro Private Line Point to Point and Multipoint Sonet circuits:

(f) By adding a new Section 4 to Attachment 3-1 of Schedule Three as follows: 4. INSTALLATION INTERVALS. The following installation intervals are provided for purposes of Section 3.1 of Schedule One and for this section only and do not apply to any other sections of this Agreement. Installation intervals begin upon the receipt of a complete and accurate installation order: 4.1 Metro Private Line Service.

*Hubbed and Mixed Services may require additional time; Customer will be apprised of delivery date after receipt of complete and accurate order. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -- MCI WORLDCOM CONFIDENTIAL -- PALOALTO:10915.3 4 4.2 Private Line Service.

4.3 If MCI WorldCom does not meet the Installation intervals set forth above or that are established for ICB circuits by more than (10) days, MCI WorldCom will waive any cancellation penalties if Customer decides to cancel a particular order. 2. COMPLETE AGREEMENT. The Agreement is the complete agreement of the parties and supersedes all other prior agreements and representations concerning its subject matter. 3. SIGNATURE AUTHORIZATION. The parties have duly executed and agreed to be bound by this Amendment evidenced by the signatures of their authorized representatives below. Each party represents and warrants to the other that the signatory identified beneath its name below has full authority to execute this Amendment on its behalf. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -- MCI WORLDCOM CONFIDENTIAL -- PALOALTO:10915.3 5 Once this Amendment has been fully executed, any further amendments to this Agreement must be in writing and signed by both parties. Customer must sign and return this Amendment to MCI WorldCom no later than SEPTEMBER 14, 2000, and failure to do so may result in the non-acceptance of this Amendment by MCI WorldCom. ACCEPTED AND AGREED: MCI WORLDCOM COMMUNICATIONS, INC. UNIVERSAL ACCESS, INC. By : /s/ Frank Grillo/BW By : /s/ Catherine M. Mason ------------------------------- --------------------------- Name : Frank Grillo Name : Catherine M. Mason ------------------------------- --------------------------- Title : Vice President, Marketing Title : Sr. Vice President ------------------------------- --------------------------- Date : 9-11-00 Date : 9/7/00 -- MCI WORLDCOM CONFIDENTIAL -- PALOALTO:10915.3 6 EXHIBIT 1 PREMIUM CITIES LIST

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