[*] IMPORTANT NOTICE: Certain material, indicated by an asterisk ("*"), has been
omitted from this document pursuant to a request for confidential treatment. The
omitted material has been filed separately with the Securities and Exchange
Commission.
[EPOCH INTERNET LOGO APPEARS HERE]
Exhibit 10.5.4
Branded Services Agreement
Amendment
This Amendment, entered into as of January 20, 2000, amends that
certain Branded Services Agreement, dated August 25, 1998, as amended by certain
amendments thereto (as amended from time to time, "Agreement"), between NET-tel
Corporation ("Company") and Epoch Networks, Inc., d.b.a. Epoch Internet
("Epoch").
WHEREAS, Company and Epoch desire to amend various provisions of the
Agreement, including Attachment A to the Agreement (as amended from time to
time, "Attachment A");
NOW, THEREFORE, in consideration of the mutual promises provided
herein, the parties hereto agree as follows:
1. Notwithstanding the terms of any other Amendment to the Agreement
or Attachment A, the terms, including the prices for Services, set
forth herein shall be in effect with respect to agreements from
customers of Company received by Epoch after January 1, 2000, until
such terms or prices are changed as provided herein.
2. Attachment A to the Agreement is hereby amended to provide that the
following services may be sold to Company at the following prices:
- ----------------------------------------------------------------
SelectPro T-1/1, 2/
- ----------------------------------------------------------------
Term of Agreement One Year Two or More Years
- ----------------------------------------------------------------
Monthly Fee * *
- ----------------------------------------------------------------
Usage * *
- ----------------------------------------------------------------
Monthly Cap * *
- ----------------------------------------------------------------
Activation Fee * *
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Commerce Metered T-1/2/
- ----------------------------------------------------------------
Monthly Fee *
- ----------------------------------------------------------------
Usage *
- ----------------------------------------------------------------
Monthly Cap *
- ----------------------------------------------------------------
Activation Fee *
- ----------------------------------------------------------------
*Confidential treatment requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
1
- ------------------------------------------------------------------------
Flat Rate T-1/2/
- ------------------------------------------------------------------------
Service Monthly Fee Activation Fee
- ------------------------------------------------------------------------
128K * *
- ------------------------------------------------------------------------
256K * *
- ------------------------------------------------------------------------
512K * *
- ------------------------------------------------------------------------
T-1 * *
- ------------------------------------------------------------------------
Footnotes:
1. SelectPro service is designed for "routine" business use of the
Internet. Users of this service may not operate as Internet Service
Providers or other second level networks or use other high bandwidth
applications, including using border Gateway Protocol; hosting streaming
servers; or operating subscription or membership services (whether or
not users are required to pay for access); hosting sites for the public
distribution of software; or operating similar Web-centered businesses.
Use of the SelectPro service in any such manner may result in the
conversion of the service, upon * (*) days' notice to Company, to a
dedicated connectivity product that does allow such uses.
2. The "Activation Fee," "Monthly Fee" and "Usage" shall be for Epoch
Internet set-up and access only, and do not include Local Exchange
Carrier ("LEC") or InterXchange Carrier ("IXC") installation or monthly
fees. In the case of permitted Customer Provided Access ("CPA"), Epoch
shall charge Company an amount equal to Epoch's cost for the required
cross-connect, plus * percent (*%). (CPA is not permitted for Internet
access service at greater than T-1 bandwidths.) LEC monthly; cross-
connect and installation charges shall be quoted separately and charged
in addition to all Epoch fees and charges. Start-up requires payment of
all Epoch and LEC installation and activation fees and all Epoch and LEC
monthly access fees for the first and last months of service.
- ------------------------------------------------------------------------------
Dial-Up Internet Access/1/
- ------------------------------------------------------------------------------
$* per Month per User for * Hours, plus $* per Minute Thereafter
- ------------------------------------------------------------------------------
Footnotes:
1. 56K analog service, where available, is standardized on Rockwell
chip sets and V.90 technology. Includes Epoch customer care and
Epoch's extended network, which currently includes Epoch and GTE
points of presence. Dial-up access is available in the contiguous
United States and the District of Columbia only. Dial-up access is
subject to control of abusive network users as defined by the Epoch
Acceptable Use Policy.
3. Prices for the Services set forth herein are the current prices at which
Epoch agrees to sell the Services to Company. Epoch reserves the right
at any time and from time to time to modify the list of Services, modify
the terms on which the Services are provided or modify the prices for
the Services, or any combination of the foregoing. Epoch shall notify
Company thirty (30) days in advance of the effective date of any such
modifications, which modifications shall apply to all access agreements
entered into on and after such effective date.
4. Epoch agrees to sell, but not to rent, Netopia routers for use with the
Services at a price equal to Epoch's cost, as determined by Epoch, for
such equipment plus * percent (*%).
*Confidential treatment requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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5. DS-3 Internet access may be sold to Company at a price equal to Epoch's
cost, as determined by Epoch, plus * percent (*%). All agreements for
DS-3 Internet access are subject, as to availability and price, to prior
approval in writing by Keith Pinter (or his successor or designee). Such
approval shall be subject to a variety of factors in Epoch's sole
discretion, including, but not limited to, geography, relative
percentage of inbound/outbound traffic and amount of bandwidth required.
Any increase in bandwidth greater than 10Mbps under any existing
agreement is also subject to receipt of written approval by Keith Pinter
(or his successor or designee), which may be withheld in Epoch's sole
discretion.
6. The terms and provisions of the Agreement shall remain in full force and
effect, except as expressly modified or amended by this Amendment
7. This Amendment shall be attached to and become a part of the Agreement.
IN WITNESS WHEREOF, the parties have set their hands to this Amendment as of
the date first above written.
EPOCH NETWORKS, INC. NET-tel CORPORATION
By: /s/ Karen Muller By: /s/ Craig Bandes
------------------------ -------------------------
Name: Karen Muller Name: Craig Bandes
------------------------ -------------------------
Its: Vice President Its: Chief Financial Officer
------------------------ -------------------------
18201 Von Karman Avenue, 5th Floor 1023 31st Street, NW
Irvine, CA 92612 Washington, DC 20007
Tel: 949-474-4950 Tel: 202-736-5100
Fax: 949-955-3229 Fax: 202-736-1680
*Confidential treatment requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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