EXHIBIT 10.45
AMENDMENT No.2
TO TRANSPORT SERVICES AGREEMENT
Xxxxxxxx Contract No. 99B1610.0l SBC Agreement No. 00013622
THIS SECOND AMENDMENT ("Amendment No. 2") to the Transport Services Agreement
(Xxxxxxxx Contract No. 99B1610.0l; SBC Agreement No. 00013622) is made and
entered on the date when signed by the last Party ("Effective Date"), by and
between Xxxxxxxx Communications, LLC, a Delaware limited liability company, and
SBC Operations, Inc. and Southwestern Xxxx Communications Services, Inc.,
Delaware corporations (collectively, "SBCS"). Xxxxxxxx and SBCS may be referred
to individually as "Party" or collectively as the "Parties."
WHEREAS, the Parties have entered into the Transport Services Agreement, dated
as of February 8, 1999, (the "Agreement"), and as Amended on September 29, 2000
("First Amendment") (collectively the "TSA") pursuant to which SBCS may order
various telecommunications services from Xxxxxxxx (Xxxxxxxx Contract No.
99B1610.0I; SBCS Agreement No. 00013622); and
WHEREAS, such Amendment No. 2 is sought to clarify one specific issue in the
Agreement. This issue pertains to minutes of use for uncompleted calls and,
thus, both Parties understand minutes of use for uncompleted calls will be paid
by SBCS.
NOW, THEREFORE in consideration of the premises and covenants set forth herein,
the Parties agree to amend the TSA as follows:
I. Section 3.5.1 shall be amended by adding the following sentence at the
end of the paragraph:
"With respect to voice products and services provided by Xxxxxxxx to
SBCS hereunder, the Applicable Rates shall apply to all minutes
transported on the Xxxxxxxx Network, regardless of whether such minutes
are associated with complete or incomplete calls."
2. Schedule K shall be amended by adding the following to Schedule K (vi)
p.5 at the bottom of the page:
"iii. SBC Voice MOUs (annual) shall include minutes of use associated
with complete and incomplete calls."
3. Except as specifically amended herein, all terms, conditions and
provisions contained in the Agreement shall remain unchanged and in
full force and effect.
***Signature Page Follows***
AMENDMENT No.2
TO TRANSPORT SERVICES AGREEMENT
Xxxxxxxx Contract No. 99B 1610.01 SBC Agreement No. 00013622
IN WITNESS WHEREOF, THE parties have executed this Amendment on the day and year
first above [sic] set forth.
SBC OPERATIONS, INC. XXXXXXXX COMMUNICATIONS, LLC
/s/ W. E. Sargeson /s/ Xxxxx X. Xxxxxxx
------------------------------ --------------------------------
(SIGNATURE) (SIGNATURE)
W. Xxxx Xxxxxxxx Xxxxx Xxxxxxx
------------------------------ --------------------------------
(PRINT) (PRINT)
Director 6/20/2001 VP SBC Alliance
------------------------------ --------------------------------
(TITLE) (TITLE)
SOUTHWESTERN XXXX
COMMUNICATION SERVICES, INC.
/s/ Xxxxxxx X. XxXxxxxxx
------------------------------
(SIGNATURE)
Xxxxxxx X. XxXxxxxxx
------------------------------
(PRINT)
CFO--SBCS Date: 6/25/01
------------------------------
(TITLE)
