Service Level Agreement

This addendum (the "Addendum") modifies the Level 3 Terms and Conditions for Delivery of Service, Version 2.0 ("Terms & Conditions") between Level 3 and Universal Access, ______ ("Customer"). Capitalized terms used but not defined herein shall have the meanings set forth in the Terms & Conditions, and the terms and conditions contained in this Addendum modify the Terms and Conditions in the following limited respects:


MODIFICATIONS TO TERMS AND CONDITIONS FOR DELIVERY OF SERVICE


1. In the "Definitions" section of the Terms and Conditions the following definition is added:


SERVICE LEVEL AGREEMENT: An agreement by Level 3 with respect to its
Services, backed by a credit if the Agreement is not met, and which is
contained within the Terms and Conditions applicable to a specific Level
3 Service.


2. Section 2.1 of the Terms and Conditions is modified by adding the following to the end of that section:


Customer may direct Level 3 to deliver bills to it in any of the
following formats: (i) paper format (which shall be the format for the
billing in the event Customer does not direct Level 3 otherwise), (ii) a
paper format bill summary with a magnetic tape to provide the detailed
information of the bill, (iii) magnetic tape only, (iv) computer disk or
(v) electronic transmission.


3. Section 3.1 of the Terms and Conditions is deleted in its entirety and replaced with the following provision:


3.1 DISCONTINUANCE OF CUSTOMER ORDER BY LEVEL 3. Level 3 may terminate
any Customer Order and discontinue Service without liability:
A. If Customer fails to pay a past due balance for Services within
thirty (30) days of written notice thereof provided by Level 3;
B. If Customer violates any law, rule, regulation or policy of any
government authority having jurisdiction over the Services; if Customer
makes a material misrepresentation in any submission of information in a
Customer Order or other submission of information to Level 3; if
Customer engages in any fraudulent use of the Services; or if a court or
other government authority having jurisdiction over the Services
prohibits Level 3 from furnishing the Services;
C. If Customer fails to cure its breach of any provision of these Terms
and Conditions or any Customer Order within thirty (30) days written
notice thereof provided by Level 3;
D. If Customer files bankruptcy, for reorganization, or fails to
discharge an involuntary petition therefore within sixty (60) days;
E. If Customer's use of the Services materially exceeds Customer's
credit limit, unless within fourteen (14) days written notice thereof by
Level 3, Customer provides adequate


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security for payment for the Services.


Any discontinuance of Service by Level 3 pursuant to this Section shall not affect Customer's Revenue Commitment.


4. Section 3.3 of the Terms and Conditions is modified by inserting the word "reasonable" immediately before the words "conditions as Level 3."


5. Section 4.2 of the Terms and Conditions is amended by adding the word "reasonable" between the phrase "Customer shall be responsible for the payment of" and the phrase "service charges in the event that maintenance or inspection..."; and further by replacing the phrase "or related to" in the last sentence of that section with the phrase "directly by."


6. Section 5.1(F) of the Terms and Conditions is deleted and replaced with the following provision:


Keeping Level 3's equipment and facilities located on the Premises free
and clear of any liens or encumbrances imposed as a result of any action
or inaction by Customer.


7. A new Section 5.4 is added to the Terms and Conditions reading as follows:


In the event that, during the term of this Agreement, Level 3's standard
prices for Services are (taken as a whole and for customers making a
dollar volume commitment which, on a monthly basis, is equal to or
lesser than the Revenue Commitment made by Customer herein) less than
the prices for Services as set forth in Exhibit A, then the Monthly
Recurring charges for Services delivered to Customer hereunder shall,
for all Customer Orders submitted after such date, be reduced so that
such Monthly Recurring Charges are no greater than the standard
discounted prices offered for such other customers.


8. Section 7.3(E) of the Terms and Conditions is deleted and replaced with the following provision:


is required to be disclosed by law, provided that the disclosing party
is given notice of such legally required disclosure and an opportunity
to protect the confidentiality of the information.


9. Sections 8.1, 8.2 and 8.3 of the Terms and Conditions are deleted and replaced with the following provisions:


8.1 FORCE MAJEURE. Except with respect to force majeure events affecting
Customer's ability to meet its payment obligations to Level 3, neither
party shall be liable, nor shall any credit allowance or other remedy be
extended, for any failure of performance or equipment due to causes
beyond such party's reasonable control, including but not limited to:
acts of God, fire, flood or other catastrophes; any law, order,
regulation, direction, action, or request of any governmental entity or
agency, or any civil or military authority; national emergencies,
insurrections, riots, wars; unavailability of rights-of-way or


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materials; or strikes, lock-outs, work stoppages, or other labor
difficulties. In the event Level 3, for reasons set forth in this
paragraph 8.1, is unable to deliver Service pursuant to any Customer
Order for 45 consecutive days, then Customer may terminate the affected
Customer Order without paying any termination charges.


8.2 ASSIGNMENT OR TRANSFER. Except with respect to a merger or sale of
substantially all of Customer's assets, Customer may not transfer,
sublease or assign the use of Service without the express prior written
consent of Level 3, and then only when such transfer or assignment can
be accomplished without interruption of the use or location of Service.
Level 3 will not unreasonably withhold its consent. These Terms and
Conditions shall apply to any transferees or assignees. Customer shall
remain liable for the payment of all charges due under each Customer
Order.


8.3 NOTICES. Notices hereunder shall be deemed properly given when
delivered, if delivered in person, or when sent via facsimile, overnight
courier, electronic mail or five (5) days after deposited with the U.S.
Postal Service, (a) with respect to Customer, the address listed on any
Customer Order, or (b) with respect to Level 3, to: Contracts
Administration, Level 3 Communications, LLC, 1450 Infinite Drive,
Louisville, CO 80027. Customer shall notify Level 3 of any changes to
its addresses listed on any Customer Order.


10. The second sentence of Section 8.8 of the Terms and Conditions is deleted and replaced with the following provision:


These Terms and Conditions may be amended by written agreement signed by
Customer and Level 3 at any time, and Customer agrees to be bound by the
amended Terms and Conditions from and after the effective date of such
amendment.


CHANGES TO TERMS AND CONDITIONS, PRIVATE LINE SERVICE


1. A new Section 4 to the Terms and Conditions, Private Line Service is added reading as follows:


4. In the event Customer has multiple circuits between the same two city pairs and desires to place a Customer Order with Level 3 for a larger circuit and mitigate all existing capacity to that larger circuit, Customer shall be permitted by Level 3 to do so without paying any termination liability with respect to the termination of Customer Orders respecting the circuits migrated to the larger circuit, provided, however, that Customer pays any and all non-recurring charges with respect to the placement of the Customer Order for the larger circuit ordered.


2. Level 3's current pricing for Private Line Service is as set forth below and is conditioned upon the term of this Addendum and the Revenue Commitment set forth herein:


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UNIVERSAL ACCESS, INC.
DOMESTIC INTERCITY PRIVATE LINE RATES -----------------------------------------------------------------------
DS-1 MIN CIRCUIT CHARGE RATE (PER DS0 MILE) -----------------------------------------------------------------------
ON NET [***] [***] -----------------------------------------------------------------------
DS-3 MIN CIRCUIT CHARGE RATE (PER DS0 MILE) -----------------------------------------------------------------------
ON NET [***] [***] -----------------------------------------------------------------------
OC-3 MIN CIRCUIT CHARGE RATE (PER DS0 MILE) -----------------------------------------------------------------------
ON NET [***] [***] -----------------------------------------------------------------------
OC-12 MIN CIRCUIT CHARGE RATE (PER DS0 MILE) -----------------------------------------------------------------------
ON NET [***] [***] -----------------------------------------------------------------------


Level 3 further states that its non-recurring charge for termination, rearrangement or reconfiguration of Private Line Services shall not exceed [***].


CHANGES TO TERMS AND CONDITIONS, TELEPHONY COLOCATION


1. Section 7 of the Terms and Conditions, Telephony Colocation is deleted and replaced with the following provision:


7. Customer shall abide by any posted or otherwise communicated rules
relating to use of, access to, or security measures respecting the
Space. Customers use of the Space will be immediately terminated in the
event Customer or any of its agents or employees is found in Level 3's
gateway with any firearms, drugs, alcohol or is found engaging in any
criminal activity, eavesdropping, foreign intelligence, card selling or
slamming. Persons found engaging in any such activity or in possession
of the aforementioned prohibited items will be immediately escorted from
the gateway. In the event that unauthorized parties gain access to the
Space through access cards, keys or other access devices provided to
Customer, Customer shall be responsible for any damages incurred as a
result thereof. Customer shall be responsible for the cost of replacing
any security devices lost or stolen after delivery thereof to Customer.
In addition, Level 3 shall have the right to terminate Customer's use of
the Space or the Services in the event that: (a) Level 3's rights to use
the facility within which the Space is located terminates or expires for
any reason; (b) Customer has violated the terms hereof or of any
Customer Order submitted hereunder; (c) Customer makes any material
alterations to the Space without first obtaining the written consent of
Level 3; (d) Customer allows personnel or contractors to enter the Space
who have not been approved by Level 3 in advance; or (e) Customer
violates any posted or otherwise communicated rules relating to use of
or access to the Space. With respect to items (b), (c), (d) and (e)
immediately above, unless the same interferes or has the potential to
interfere with other Level 3 Colocation customers, Level 3 shall provide
Customer a written notice of the foregoing and a 10-day opportunity to
cure the same before terminating Customer's rights to the Space.


*** 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. 5


2. Section 8 of the Terms and Conditions, Telephony Colocation is modified by adding the word "reasonable" between the phrase "termination charge equal to the " and the phrase "cost incurred by Level 3 in returning the Space"; and the phrase "as a colocation facility" is added between the phrase "to a condition suitable for use by the other party" and the phrase ", plus the percentage of the monthly recurring fees. . .".


CHANGES TO TERMS AND CONDITIONS, IP COLOCATION


1. Section 5 of the Terms and Conditions, IP Colocation is modified by adding the word "reasonable" between the phrase "termination charge equal to the " and the phrase "cost incurred by Level 3 in returning the Space"; and the phrase "as a colocation facility" is added between the phrase "to a condition suitable for use by the other parties" and the phrase ", plus the percentage of the monthly recurring fees. . .".


2. Section 7 of the Terms and Conditions, IP Colocation is deleted and replaced with the following provision:


7. Customer shall abide by any posted or otherwise communicated rules
relating to use of, access to, or security measures respecting the
Space. Customers use of the Space will be immediately terminated in the
event Customer or any of its agents or employees is found in Level 3's
gateway with any firearms, drugs, alcohol or is found engaging in any
criminal activity, eavesdropping, foreign intelligence, card selling or
slamming. Persons found engaging in any such activity or in possession
of the aforementioned prohibited items will be immediately escorted from
the gateway. In the event that unauthorized parties gain access to the
Space through access cards, keys or other access devices provided to
Customer, Customer shall be responsible for any damages incurred as a
result thereof. Customer shall be responsible for the cost of replacing
any security devices lost or stolen after delivery thereof to Customer.
In addition, Level 3 shall have the right to terminate Customer's use of
the Space or the Services in the event that: (a) Level 3's rights to use
the facility within which the Space is located terminates or expires for
any reason; (b) Customer has violated the terms hereof or of any
Customer Order submitted hereunder; (c) Customer makes any material
alterations to the Space without first obtaining the written consent of
Level 3; (d) Customer allows personnel or contractors to enter the Space
who have not been approved by Level 3 in advance; or (e) Customer
violates any posted or otherwise communicated rules relating to use of
or access to the Space. With respect to items (b), (c), (d) and (e)
immediately above, unless the same interferes or has the potential to
interfere with other Level 3 Colocation customers, Level 3 shall provide
Customer a written notice of the foregoing and a 10-day opportunity to
cure the same before terminating Customer's rights to the Space.


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ADDITIONAL TERMS AND CONDITIONS


1. Customer and Level 3 agree that the term of this Addendum shall be seven (7) years. Customer may place Customer Orders for Level 3 Services for that term pursuant to the Level 3's Terms and Conditions as amended by this Addendum.


2. Subject to the Ramp Period discussed below, for the remaining term of this Addendum, Customer makes a Revenue Commitment to Level 3 of $250,000 per month. The Monthly Revenue Commitment may be satisfied by Customer using any combination of Level 3 Services, including the pro-rated portion of any charges associated with Customer's purchase of IRU capacity from Level 3. Such pro-rated portion of IRU charges shall be calculated on a monthly basis by taking the total cost of the IRU and dividing it by the total number of months for which the Customer purchases such IRU capacity from Level 3, and shall exclude any O&M charges. Customer shall have a Ramp Period of six (6) months from the date Level 3 installs and tests the first circuit ordered under this Agreement.


The Revenue Commitment made by Customer is a "take or pay" commitment. In the event that by the end of the Ramp Period Customer has not submitted Customer Orders for the agreed commitment of Level 3 Services and does not thereafter utilize (on a continuing basis) the monthly commitment of Level 3 Services, Customer will be billed for and obligated to pay the amount of the Revenue Commitment until such time as the commitment is (on a continuing basis) being satisfied, after which Customer will be billed based upon its actual usage of Service.


3. The Service Level Agreements contained within the Terms and Conditions are deleted and are replaced with the Service Level Agreements attached to this Addendum as Exhibit "A." The Service Level Agreements attached hereto shall apply only with respect to Customer Orders relating to the Services to which the applicable Service Level Agreement relates.


CUSTOMER ACCEPTANCE LEVEL 3 ACCEPTANCE /s/ ROBERT POMMER /s/ KATHY PERONE ------------------------------------ --------------------------------------- Authorized Customer Signature Authorized Level 3 Signature


11/15/99 11/17/99 ------------------------------------ --------------------------------------- Date Date


Robert J. Pommer Kathy Perone ------------------------------------ --------------------------------------- Typed or Printed Name Typed or Printed Name


Chief Operating Officer SVP Sales ------------------------------------ --------------------------------------- Title ...