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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1996
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from____________ to ______________
Commission File Number 1-14322
EXCEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2624939
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8750 North Central Expressway, Dallas, Texas Suite 2000 75231
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 863-8000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
As of August 6, 1996, the registrant had outstanding 108,800,000 shares of $.001
par value common stock.
Amendment No. 1
---------------
The undersigned registrant hereby files this Amendment No. 1 for the
purpose of refiling Exhibit 10.5. In addition, at the time the Form 10-Q with
respect to the quarterly period ended June 30, 1996 was initially filed, the
undersigned registrant was not subject to the filing requirements of Section 13
of the Securities Exchange Act of 1934 for at least 90 days. The front page of
this Form 10Q/A has been changed to indicate that the undersigned registrant,
which as of the date of this filing has been so subject for at least 90 days,
has filed all required reports during the period it has been subject to Section
13 of the Securities Exchange Act of 1934.
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EXCEL COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q/A
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The exhibits filed as part of this report are set forth
in the Index of Exhibits on page 4 of this report.
(b) Reports on Form 8-K:
1) Current report on Form 8-K dated June 3, 1996 regarding the
Company's carrier contract with WorldCom Network Services,
Inc.
2) Current report on Form 8-K dated June 26, 1996 regarding the
Company's carrier contract with MCI Telecommunications, Corp.
3) Current report on Form 8-K dated August 28, 1996 regarding the
appointment of Ron McDougall to the Company's Board of
Directors.
2
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EXCEL COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q/A
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Excel Communications, Inc.
Date: October 10, 1996 /s/ John J. McLaine
------------------------ --------------------------------
John J. McLaine
Executive Vice President,
Chief Financial Officer
and Secretary
Date: October 10, 1996 /s/ Craig E. Holmes
------------------------ --------------------------------
Craig E. Holmes
Vice President and
Chief Accounting Officer
3
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EXCEL COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
The following exhibits are included in this Quarterly Report on Form 10-Q/A:
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Exhibit Number Exhibit Description
- ------------- -------------------
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3.1 Certificate of Incorporation of the Company dated
December 19, 1995, as amended January 11, 1996
(incorporated herein by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1
(File No. 333-1076))
3.2 Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (File No. 333-
1076))
10.1 Telecommunications Services Agreement, dated May
31, 1996, between WorldCom Network Services, Inc.
d/b/a WilTel ("WilTel") and Excel Telecommunications,
Inc.+
10.2 Program Enrollment Terms, dated May 31, 1996,
between WilTel and Excel Telecommunications, Inc.*+
10.3 Service Schedule, dated May 31, 1996, between
WilTel and Excel Telecommunications, Inc.*+
10.4 Amendment No. 3 to Excel Reseller Services
Agreement, dated February 20, 1995 and effective
April 1, 1995, between Frontier Communications
Services, Inc. and Excel Telecommunications, Inc.+
10.5 Carrier Agreement, dated June 26, 1996, between
MCI Telecommunications Corporation and Excel
Telecommunications, Inc.*
11 Computation of Net Income per Share+
27 Financial Data Schedule as of June 30, 1996+
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* Confidential treatment requested. A series of XXX's have been inserted in
these exhibits to indicate redactions in such exhibits for which confidential
treatment has been requested with certain exceptions as set forth below in
which a series of XXX's were a part of such exhibit. The redacted portions of
these agreements have been separately filed with the Secretary of the
Commission.
1) Exhibit 10.2, page 4 of 16, (NPA-NXX)
2) Exhibit 10.5, page 15, paragraph 19(f) (10XXX)
3) Exhibit 10.5, page 17, paragraph 22 (10XXX)
4) Exhibit 10.5, Attachment 2, page 1, paragraph (1)(b) (950-XXXX)
5) Exhibit 10.5, Attachment 2, page 2, paragraph (1)(f) (950-XXXX,
1-800-XXX-XXXX, 10XXX)
+ Previously filed with and incorporated by reference to the exhibit of the
same number to the Company's Quarterly Report on Form 10-Q filed August 6,
1996, File no. 1-14322
4
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EXHIBIT 10.5
MCI
CARRIER AGREEMENT
T E R M S A N D C O N D I T I O N S
This Carrier Agreement (the "Agreement"), is between MCI
TELECOMMUNICATIONS CORPORATION ("MCI") and EXCEL TELECOMMUNICATIONS, INC.
("Customer") a resale common carrier subject to the Communications Act of 1934,
as amended by the Telecommunications Act of 1996.
1. Scope of Agreement.
------------------
(a) MCI shall provide to Customer certain specified domestic
interstate services, international services, and intrastate common carriage
services. For domestic interstate and international services, this
Agreement incorporates by reference the terms of MCI Tariff FCC No. 1
("Tariff"), which is on file with the Federal Communications Commission and
which may be modified from time to time by MCI in accordance with law and
thereby affect the services furnished Customer, except that all of the
following terms and conditions of this Agreement shall supplement or, to
the extent inconsistent, supersede Tariff terms and conditions and shall
remain in effect throughout the Service Term (as defined in Paragraph 8).
For intrastate services, this Agreement incorporates by reference each
applicable state tariff filed by MCI, which may be modified by MCI from
time to time, and thereby affect the service(s) furnished Customer. This
Agreement is entered pursuant to Section 211(a) of the Communications Act
of 1934.
(b) Capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned to them in the Tariff.
2. Monthly Commitment.
------------------
(a) During each monthly billing period of the Service Term, after a
four (4) month ramp-up period ("Ramp Period"), Customer's Monthly Usage
shall equal or exceed Five Million Dollars ($5,000,000) per month ("Monthly
Commitment").
Monthly Usage shall mean Customer's domestic interstate and
international usage of the MCI services in Attachment 1 (hereinafter
"Interstate Services" and "International Services") calculated at the rates
set forth in Attachment 1, but not including any applicable taxes (and
gross receipts taxes) and tax-related surcharges on Interstate Services and
International Services. Monthly Usage also includes intrastate usage of
the MCI services in Attachment 1 at standard tariff rates (hereinafter
"Intrastate Services"). Interstate Services, International Services and
Intrastate Services are collectively hereinafter "MCI Services". The rates
for all other MCI products and
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services not explicitly contained within this Agreement shall be governed
by the applicable MCI Tariff or applicable state tariff.
(b) After the Ramp Period, if Customer's use of MCI Services is less
than the Monthly Commitment in a month, for that month, Customer will pay
the amount billed plus the difference between the amount billed and the
Monthly Commitment. However, the sum Customer shall pay pursuant to this
Paragraph 2(b) in any month shall not exceed Customer's Monthly Commitment
for that month
(c) During any Quarter (as defined below) in which Customer's total
aggregate Monthly Usage equals or exceeds an amount equal to three (3)
times the Monthly Commitment, Customer shall receive a credit in an amount
equal to any underutilization charges paid under Paragraph 2(b) by Customer
during such Quarter. The credit shall be applied to Customer's domestic
interstate and international invoiced usage charges (excluding taxes,
surcharges and pass-through access/egress (or related) charges) appearing
on Customer's monthly invoice following such Quarter. A Quarter shall be
three (3) consecutive monthly billing periods of the Service Term,
beginning with the month following the end of the Ramp Period.
3. Rates and Additional Terms.
--------------------------
Customer shall pay the rates and charges for MCI Services set forth
in the Attachments and Exhibits to this Agreement and agrees to the additional
terms and conditions set forth in such Attachments and Exhibits. All rates and
charges contained herein shall be applicable during the Ramp Period, without
regard to the Monthly Commitment. Notwithstanding anything herein to the
contrary, all rates and charges provided in this Agreement, including all
Attachments and Exhibits hereto, shall remain effective for the Service Term of
this Agreement, subject to the terms and conditions provided herein. Unless
otherwise provided, rates determined based on Monthly Usage levels shall be
applicable for all usage of the applicable service, and not incrementally (for
example, if Customer's Monthly Usage is above $5,000,000, all Monthly Usage
of domestic interstate MCI PRISM I Service during peak rate periods for such
month shall receive the rate of XXXXXXX per minute as provided in Paragraph
2(a)(1) of Attachment 1).
4. Security.
--------
(a) In the event that Customer fails to make a payment when due under
Paragraph 5, MCI may, in addition to or in lieu of other remedies available
to MCI, require that Customer provide additional security with respect to
Customer's payment obligations hereunder. MCI shall provide Customer ten
(10) days prior written notice of such requirement.
(b) Additional security required by MCI pursuant to Paragraph 4(a)
shall be in the form of a cash deposit or an unconditional letter of credit
in a form and from a bank acceptable to MCI, in an amount
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specified by MCI, but not in excess of Customer's previous full month of
Monthly Usage charges, plus an adjustment based on the current month's run
rate to the date MCI provides notice pursuant to the previous sentence. Any
executed letter of credit shall be attached hereto and incorporated by
reference herein and shall be continuously renewed by Customer as necessary
to keep such letter of credit in effect during the Service Term and for a
period of ninety (90) days following the end of the Service Term, unless
all outstanding payment obligations hereunder have been previously
satisfied.
(c) In the event that MCI reasonably requires additional security
pursuant to Paragraph 4(a) and Customer refuses or is unable to provide
such security, or security previously provided by Customer expires, is
terminated or otherwise becomes unavailable and is not immediately replaced
by Customer, MCI may terminate this Agreement for Cause pursuant to
Paragraph 10(a) hereof.
(d) The provisions of this Paragraph 4 shall supersede the provisions
of Section B-7.04 and Section B-11.01 of the Tariff to the extent related
to payment, security deposit requirements, cancellation or termination
provisions relating thereto.
(e) Upon expiration of the Service Term, as defined herein, the
provisions of the Tariff, including Section B-7.04 and Section B-11.01
thereof, shall be applicable and remain in effect so long as Customer
remains a user or has any outstanding balance due for the use of MCI
Services.
5. Payment.
-------
(a)(i) Except as provided in Paragraph 5(b) below, Customer shall pay
MCI for all MCI services provided during the usage month before the last
day of the usage month ("Estimated Payment"). At the initiation of this
Agreement and in every month during the term of this Agreement for which
Customer has elected to make payments pursuant to this Paragraph 5(a)(i),
MCI will provide estimated invoices prior to the 25th day of each month
during the term of this Agreement and Customer will make the Estimated
Payment in the amount of the estimated invoice.
(ii) For each month that Customer pays the amount invoiced within
said usage period as described above, Customer shall receive a discount
equal to XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX of the amount paid (less charges
for installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access-related charges, including,
without limitation, access charges in the tariffs) in such month which
discount shall be applied to Customer's total monthly domestic interstate
and international usage for MCI Services under this Agreement appearing on
the next month's invoice.
(b)(i) As an alternative to the Estimated Payment provisions
contained in Paragraph 5(a) above, Customer may pay MCI for all MCI
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Service(s) provided during a usage month within twenty-five (25) days from
the date of MCI's estimated invoice for charges during such usage month,
which estimated invoice shall be delivered to Customer on the fifth (5th)
day of the month following the usage month ("Estimated Payment").
(ii) If Customer desires to utilize the Estimated Payment method
contained in Paragraph 5(b)(i), it shall provide written notice to MCI
before the first day of the applicable usage month. Similar notice shall
also be required for any subsequent usage month with respect to which
Customer desires to change from the payment option in effect for the
preceding month.
(c) For any usage month for which Customer elects to make the
Estimated Payment as provided in Paragraph 5(a)(i) or 5(b)(i) above, MCI
and Customer will reconcile the Estimated Payment with the MCI invoice
amount for such month within ten (10) days of the date of MCI's invoice.
MCI shall credit any Estimated Payment amount in excess of the MCI invoice
amount for such month on the next available invoice. Immediately after
reconciliation, Customer shall pay MCI any amount the Estimated Payment was
less than the MCI invoice amount for such month.
(d)(i) In the event that a material adverse change in Customer's
financial condition occurs (as described below) during the term of this
Agreement, MCI may, at its reasonable discretion and in addition to or in
lieu of other remedies available to MCI, suspend Customer's ability to
elect the payment options under Paragraph 5(b) of this Agreement. A
material adverse change in Customer's financial condition shall be
determined to have occurred in the event of, a Dun & Bradstreet ratings
downgrade which lowers Customer's rating to 3A4 or less, financial
foreclosures, qualified opinions of public accounting firms, significant
degradations in major financial indices or ratios, or a final,
nonappealable order or decision of a court or regulatory agency which
imposes material liability or damages on Customer or which severely affects
Customer's ability to operate in the same manner as prior to such event.
(ii) In the event that Customer has not made payment for a usage
month in accordance with either Paragraph 5(a)(i) or 5(b)(i) above, MCI may
terminate this Agreement upon ten (10) days written notice, unless Customer
shall have paid such overdue amount to MCI in full prior to the termination
date stated in such notice.
(iii) Customer's failure to make an Estimated Payment for a usage
month in accordance with the method selected by Customer under either
Paragraph 5(a)(i) or 5(b)(i) above, may result in the exercise by MCI of
its rights under the security provisions contained in Paragraph 4,
immediately above, or in such Paragraph as it may be amended during the
Service Term.
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(e) If Customer fails to pay MCI invoiced amounts for charges
actually incurred and which are not properly disputed, as required and MCI
notifies Customer that Customer's CNS service will be terminated for non-
payment, Customer agrees to notify endusers of Customer who receive resold
MCI Carrier Network Services from Customer, of the potential disruption of
service. If Customer fails or refuses to send such notice, MCI may send
such notice in Customer's name, in the form prescribed below. Such letter
shall not be sent in the event that Customer demonstrates to MCI's
reasonable satisfaction that Customer's customers will have been
transitioned to Customer's or another carrier's underlying network as of
the date of termination of service to Customer. If notice to Customer's
endusers is necessary pursuant to this paragraph, such notice shall be in
the form of a letter, signed by Customer or by MCI on behalf of Customer,
to endusers of Customer described above, containing the following language,
mailed after all applicable cure periods, if any, have expired:
Dear [Customer] Enduser:
Unless [Customer] shall have made provision to move your service to
another underlying telecommunications network, [Customer]'s provision
of long distance service to you and our other customers will
terminate within two (2) weeks of the date of this letter. This
letter is being sent to you as a courtesy so that you can make the
necessary arrangements so that you do not experience a disruption of
your communications services. You have a choice of long distance
carriers. If you have any questions, please contact [Customer]
(representative and telephone number) or your local telephone
company.
Sincerely,
Customer
Notwithstanding notice of termination, Customer further agrees that it will
remain responsible for all charges incurred during the period following
transmission of the above-referenced notification and prior to the actual
termination of the service by MCI. In addition, Customer agrees to
maintain customer service for at least a two week period following
transmission of the above-referenced notification.
(f) In the event that MCI sends Customer notice of termination
pursuant to Paragraph 19(a)2) of this Agreement, the provisions of
Paragraphs 5(a) and 5(b) of this Agreement shall cease to be effective and
the terms of this Paragraph 5(f) shall apply during the Transition Period
(as defined in Paragraph 19(a)2)). Customer will pay MCI the charges
applicable under this Agreement for MCI Services provided under this
Agreement by the end of each week. Unless otherwise directed by MCI, such
payments shall be in an amount equal to the amount of the
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previous week's payment, subject to reconciliation with actual usage
charges for such week through inclusion of adjustments in subsequent
invoices.
6. Dispute Resolution.
------------------
Except as otherwise provided herein, any claims arising out of or
related to this Agreement which cannot be resolved by negotiation shall be
settled by binding arbitration in accordance with the rules contained in
MCI Tariff FCC No. 1 ("Arbitration Rules"). Neither party may seek
injunctive relief of any kind prior to the confirmation of an arbitration
award, except that MCI may seek injunctive relief against Customer for
violation of the provisions of Paragraph 19 herein. Any claims made after
one (1) year following the occurrence giving rise to such claims shall be
barred.
7. Termination for Insolvency.
--------------------------
In the event Customer becomes or is declared insolvent or bankrupt,
is the subject of any proceedings related to its liquidation, insolvency or
for the appointment of a receiver or similar officer for it, makes an
assignment for the benefit of all or substantially all of its creditors, or
enters into an agreement for the composition, extension, or readjustment of
all or substantially all of its obligations, MCI may, by giving seven (7)
business days written notice thereof to Customer, terminate this Agreement
without liability or obligation, in whole or in part, as of a date
specified in such notice of termination.
8. Term.
----
(a) The Service Term ("Service Term") shall begin on the first day of
the first month following execution of this Agreement by both parties
("Effective Date") and will continue for a period of twenty-four (24)
months following the end of the Ramp Period, as described in Paragraph 2(a)
of this Agreement.
(b) If Customer's total aggregate actual Monthly Usage hereunder
exceeds XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX prior to
the expiration of the Service Term, Customer may terminate this Agreement
without further liability other than Customer's continuing liability for
accrued but unpaid charges, by providing MCI ninety (90) days prior written
notice.
9. Expiration of Term.
------------------
Upon expiration of the Service Term, Customer shall be fully subject
to all the terms and conditions, including standard tariff rates, set forth
in the Tariff and respective state tariffs for MCI Services received by
Customer after such expiration.
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10. Termination and Termination Liability.
-------------------------------------
(a) MCI may discontinue or terminate all or any portion of Customer's
service under this Agreement for Cause, without incurring any liability.
If Customer terminates this Agreement before expiration of the Service Term
without Cause, as defined below, or MCI terminates this Agreement before
expiration of the Service Term for Cause, Customer will pay MCI within
thirty (30) days of the effective date of such termination, in addition to
all unpaid charges for MCI Services actually provided and any applicable
underutilization charges incurred prior to termination, an amount equal to
fifteen percent (15%) of the aggregate of Customer's remaining Monthly
Commitment for each month remaining in the Service Term after termination
(and a pro rata portion thereof for any partial month) and will repay MCI
the credits received pursuant to Paragraph 3 of Attachment 1 of this
Agreement. Such payments shall be MCI's sole compensation with respect to
MCI's loss of anticipated revenue from the sale of MCI Services to Customer
hereunder resulting from the early termination of this Agreement, but shall
not in any manner restrict MCI's remedies with respect to damages resulting
from any breach of this Agreement by Customer, whether associated with the
early termination of the Agreement or otherwise.
If Customer terminates this Agreement for Cause, Customer will pay to
MCI all unpaid charges for MCI Services actually provided prior to
termination and any applicable underutilization charges accrued prior to
notice of termination. Customer shall not be required to pay for any
shortfalls, penalties, deficiency charges or underutilization charges with
respect to usage of MCI Services after notice of termination under this
paragraph.
For purposes of this Agreement, Cause shall mean:
(i) Customer's failure to make either an Estimated Payment or an
Estimated Payment pursuant to Paragraphs 5(a) and 5(b) of this
Agreement, or to provide security when required pursuant to Paragraph
4 hereof, which failure is not corrected within ten (10) days of
notice of termination sent by MCI;
(ii) the occurrence within any successive period of six (6)
consecutive calendar months during the term of this Agreement of
three (3) or more performance failures described in Paragraph 24 of
this Agreement which are due solely to MCI's actions or inactions and
which do not include failures due to (A) a local exchange carrier or
other provider of access services; (B) acts or omissions of Customer;
or (C) causes beyond the reasonable control of MCI; or
(iii) a failure of either party to perform any other material
obligation or to comply with any other material provision under this
Agreement, which failure is not remedied by the breaching party
within thirty (30) days after receipt of written notice of such
failure from the other party.
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(b) Notwithstanding the requirements of Paragraph 10(a) above, if MCI
makes revisions to any state tariff (other than revisions with respect to
rates, charges, surcharges, penalties, discounts, credits or promotions,
which shall not be subject to this paragraph) in a manner inconsistent with
the nature of such tariff in effect as of the Effective Date of this
Agreement and which materially and adversely affect Customer's purchase of
MCI Services under this Agreement, Customer may, within thirty (30) days of
receiving notice of such tariff change, request that MCI take corrective
action under this paragraph. MCI may, within thirty (30) days of such
request, revise such tariff so as to remedy such adverse effect upon
Customer. If MCI does not institute such tariff revisions, MCI will reduce
the Monthly Commitment provided in this Agreement based upon Customer's
intrastate Monthly Usage in the state in question and in an amount which
reasonably offsets the adverse consequences of such state tariff changes.
If, after sixty (60) days from the date MCI receives Customer's request for
action as described above, MCI has not revised the applicable tariff to
remedy such adverse effect or acted to reduce Customer's Monthly Usage
commitments as described above, Customer may, as its sole remedy, elect to
terminate this Agreement without liability, on thirty (30) days written
notice, given not more than thirty (30) days after the end of the period
during which MCI may take corrective action as described above. Upon such
termination, Customer will pay to MCI all unpaid charges for MCI Services
actually provided prior to termination and any applicable underutilization
charges incurred prior to notice of termination, and will repay MCI the
credits received pursuant to Paragraph 3 of Attachment 1 of this Agreement.
(c) Except where explicitly provided otherwise herein, the provisions
of this Agreement relating to termination of this Agreement shall supersede
the termination provisions contained in Paragraph B-11.10 of the Tariff.
(d)(i) MCI may, without incurring liability, discontinue or terminate
all or any portion of service to Customer's end users who are in violation
of any of the material provisions of this Agreement or the Tariff governing
the use of such service. Except as otherwise provided in this Agreement,
MCI will not discontinue services (either in whole or in part) provided to
Customer under this Agreement until MCI provides written notice to
Customer. Where MCI asserts that the discontinuation of service is
necessary as a result of the actions or inactions of Customer, MCI shall
allow Customer a reasonable opportunity to cure the defect, subject to the
limitations contained in Paragraph 10(a)(iii).
(ii) The prior written notice required in Paragraph 10(d)(i) shall
not apply to discontinuation of service with respect to:
1) National security reasons;
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2) Service interruptions resulting from events of force majeure
or other non-intentional discontinuations such as outages or
interruptions.
3) Discontinuations requested by or consented to by Customer.
4) Emergency repairs or maintenance.
5) Where MCI deems such action necessary to prevent or protect
against fraud or to otherwise protect its personnel, agents,
facilities or services, in which case service may be
discontinued immediately and without notice.
6) If MCI determines that a Toll Free service is being used in
violation of rules and regulations governing use of such
service.
7) As otherwise provided in this Agreement, where termination of
service is permitted following the occurrence of specified
events or the giving of prescribed notices.
(e) Customer shall remain responsible for payment in accordance with
the terms of this Agreement of all charges for services furnished to
Customer under this Agreement, notwithstanding any use, misuse, or abuse of
Customer's service or Customer-provided systems, equipment or facilities or
service interconnected to Customer's service, which use, misuse or abuse
may be occasioned by third parties, including without limitation,
Customer's employees or other members of the public.
11. Nondisclosure.
-------------
(a) Neither party to this Agreement shall disclose to any third party
during the Service Term of this Agreement, or during the three (3) year
period thereafter, any of the terms and conditions set forth in this
Agreement or any other Confidential Information unless such disclosure is
lawfully required by any federal governmental agency or is otherwise
required to be disclosed by law or is necessary in any proceeding
establishing rights and obligations under this Agreement. Unless
specifically ordered to the contrary by any such agency, the party making a
disclosure permitted by the previous sentence shall provide the other party
with written notice of such disclosure and a copy of the disclosed
material. Customer may, to the extent required by securities laws, file a
redacted copy of this Agreement and make additional disclosures regarding
the same pursuant to federal securities laws and generally accepted
accounting principles. Customer will provide the proposed redacted copy of
this Agreement and copies of any other disclosures to MCI for review and
comment prior to filing the same. MCI will use its best efforts to comply
with any reasonable deadlines imposed by Customer for such review and
comment; provided that, in any event, MCI shall be have not less than
forty-eight (48) hours for such purposes. Customer
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will exercise its best efforts to obtain confidential treatment of
any information designated by MCI as confidential.
(b) Neither party hereto will, without obtaining the other party's
prior written consent, use the other party's Confidential Information for
any purpose other than for the performance of its duties and obligations
under this Agreement and, in the case of MCI, for the provision of other
services to Customer. MCI shall not disclose any Confidential Information
gained under this Agreement to any of its divisions or affiliates that
market long distance telecommunications services to users similar to
Customer's customers, other than as necessary in the performance of MCI's
duties and obligations hereunder. MCI shall not, in marketing its
services, represent to any third party that MCI is a provider of network
services to Customer.
(c) As used in this Agreement, "Confidential Information" shall mean
all non-public information concerning the business of a party hereto, of
its affiliates, of any customers of Customer, or of any third party doing
business with any of them, that may be obtained by a party by virtue of its
performance or receipt of services under this Agreement. Such Confidential
Information shall include, but shall not be limited to public disclosures
of the existence of this Agreement, the terms of this Agreement (including
discussions, negotiations and proposals from one party to the other
directly related thereto), network designs, tools and programs, pricing,
methods, processes, financial data, software, research, development,
strategic plans, Customer traffic volume or patterns or related
information. All such information disclosed prior to the Effective Date of
this Agreement shall also be considered Confidential Information for
purposes of this Agreement. Confidential Information shall not include
information that: (i) is already rightfully known by the receiving party at
the time it is obtained by such person, free from any obligation to keep
such information confidential; (ii) is or becomes publicly known through no
wrongful act of the receiving party; (iii) is rightfully received by the
receiving person from a third party without restriction and without breach
of this Agreement; or (iv) information equivalent to that described in this
paragraph which is independently developed by a party without the use of
any Confidential Information belonging to the other party.
12. Notices.
-------
All notices, reports and other communications pursuant to or in
connection with this Agreement shall be given by personal delivery,
registered or certified mail (return receipt requested), or courier
service. All such communications shall be addressed to the respective
party at its address shown below:
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<TABLE>
<CAPTION>
If to MCI: If to Customer:
<S> <C>
MCI Telecommunications Corporation Excel Telecommunications, Inc.
205 N. Michigan, Suite 3000 8750 North Central Expressway
Chicago, Il 60601 Suite 2000
ATTN.: Business Markets, Dallas, TX 75231
Legal Affairs ATTN.: Kenny A. Troutt
CC: MCI Account Team CC:
MCI Telecommunications Corporation Excel Telecommunications, Inc.
13155 Noel Road, Suite 1310 8750 North Central Expressway
Dallas, Texas 75240 Suite 2000
ATTN.: Myrna Krug Dallas, TX 75231
ATTN.: Chris Dance
</TABLE>
13. Letter of Agency.
----------------
Customer shall appoint MCI as its agent in the Letter of Agency
attached hereto and incorporated herein as Attachment 3 to this Agreement.
14. Surcharge Exemption.
-------------------
When applicable, Customer shall certify that any special access lines
used in connection with services under this Agreement terminate in a device
not capable of interconnecting MCI's service with the local exchange
network and are surcharge exempt from the special access surcharge.
15. Tax Exemption.
-------------
When applicable, Customer shall certify that it is exempt from
federal, state, and/or local taxes.
16. Governing Law.
-------------
This Agreement, including all matters relating to the validity,
construction, performance and enforcement thereof, shall be governed by the
laws of the State of Texas without giving reference to its principles of
conflicts of law, except to the extent the Communications Act of 1934, as
amended, including by the Telecommunications Act of 1996, and as
interpreted and applied by the Federal Communications Commission, applies.
17. Assignment.
----------
This Agreement shall be binding on Customer and its respective
successors and assigns. Customer may not assign this Agreement, whether by
operation of law or otherwise, without the prior written consent of MCI,
such consent shall not be unreasonably withheld, and any unpermitted
MCI CONFIDENTIAL
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attempted assignment shall be void. In the event that Customer undergoes a
merger involving a change of control, or divests itself of all or a
substantial portion of its telecommunications business or undergoes a
change of more than fifty percent (50%) of its ownership or management, or
leverage or sale occurs involving more than fifty percent (50%) of
Customer's assets or Customer's base, MCI may terminate this Agreement
without liability on one hundred eighty (180) days written notice, given
within thirty (30) days of MCI's receipt of written notice of such event;
provided, that if Customer fails to give MCI prior written notice before
the conclusion of such event, MCI may terminate this Agreement immediately
upon providing Customer written notice of such termination. In the event
MCI gives Customer notice of termination under the preceding sentence of
this Paragraph 17, the Monthly Commitment shall be inapplicable for the
period between the date of such notice and the date of termination and no
termination liability shall be owed by Customer pursuant to Paragraph 10(a)
of this Agreement; provided that MCI shall retain any other remedies
applicable to a breach of this Agreement by Customer.
In the event that MCI undergoes a merger involving a change of control, or
divests itself of all or a substantial portion of its telecommunications
business or undergoes a change of more than fifty percent (50%) of its
ownership or management, or leverage or sale occurs involving more than
fifty percent (50%) of MCI's assets or MCI's base, Customer may terminate
this Agreement without liability on one hundred eighty (180) days written
notice, given within thirty (30) days of Customer's receipt of written
notice of such event
18. No Waiver.
---------
No waiver of any of the provisions of this Agreement shall be binding
unless it is in writing and signed by both parties. The failure of either
party to insist on the strict enforcement of any provision of this
Agreement shall not constitute a waiver of any provision and all terms
shall remain in full force and effect.
19. Carrier Network Service
-----------------------
(a) In order to be eligible to purchase MCI Carrier Network Services
(hereinafter "CNS"):
1) Except in areas where service origination is not available
from access providers via a Carrier Identification Code ("CIC"),
Customer must originate all CNS switched outbound traffic and all CNS
operator services traffic via ANI's PICed to Customer's own CIC.
Customer shall pay all charges associated with the installation and
routing of Customer's CIC in all Local Exchange Carrier ("LEC") end
offices. MCI requires at least sixty (60) days prior written notice
to deactivate or change the translation for sub CIC routing at any end
office and/or tandem. MCI must handle all Authorized Service Requests
(ASRs) submitted to the appropriate
MCI CONFIDENTIAL
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LEC(s) for MCI's CNS. In addition, Customer shall be financially
responsible for payment of all fees charged by the local exchange
carrier related to the ASRs submitted to modify the sub-CIC routing
and migrate traffic to or from MCI's network, subject to application
of any credits available pursuant to Paragraph 3(a) of Attachment 1 of
this Agreement.
2) Customer shall comply with Section 64.1100 of the FCC's Rules
and Regulations, as well as other applicable laws or regulations
pertaining to the sale and delivery of telecommunications service(s)
to Customer's customers. MCI shall not be liable to Customer's
customers for any claim, liability or expense asserted by those
customers in connection with Customer's sale or delivery of such
service(s), including the unauthorized conversion of a customer's
Primary Interexchange Carrier ("PIC") designation to Customer's CIC.
In the event Customer violates any FCC or other applicable law or
regulation pertaining to the sale or delivery of Customer's
service(s), MCI may terminate this Agreement on not less than five (5)
days written notice. Following such termination, Customer will be
permitted no more than ninety (90) days to transition Customer's
existing telecommunications service off of the MCI network and to
other service provider(s) (the "Transition Period"), subject to
Customer's compliance with the payment provisions set forth in
Paragraph 5(f) of this Agreement. In the event that Customer fails to
comply with the payment terms set forth in Paragraph 5(f), the
Transition Period will immediately end without further notice and MCI
shall have the right to immediately terminate further service to
Customer. The provisions of this Agreement (including rates provided
herein) shall remain in effect during such Transition Period, except
that: (i) during such Transition Period, MCI shall be under no
obligation to accept orders for services from Customer; (ii) the
provisions of Paragraphs 2 (with respect to Monthly Commitment
obligations), 5(a), 5(b), 10 (with respect to rights of Customer to
terminate Agreement), 22, 24, and Paragraph 3 of Attachment 1 (with
respect to any unapplied credits) of this Agreement shall not continue
in effect during the Transition Period; and (iii) MCI shall incur no
liability to Customer through MCI's provision of services to Customer
during the Transition Period except as provided in the Tariff. In the
event MCI gives Customer notice of termination under the preceding
sentence of this Paragraph 19(a)2), no termination liability shall be
owed by Customer pursuant to Paragraph 10(a) of this Agreement;
provided that MCI shall retain any other remedies applicable to a
breach of this Agreement by Customer. In addition, Customer shall
indemnify and hold MCI harmless from any actions, claims, suits or
damages arising out of Customer's violation or alleged violation of
any FCC or other applicable law or state regulation, and Customer
shall pay all attorney fees and costs incurred by MCI in connection
with such actions, claims, suits or damages.
MCI CONFIDENTIAL
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3) Customer agrees that it will obtain and maintain any and all
approvals to resell MCI Carrier Network Service hereunder from the
FCC, including requirements imposed by Section 214 of the
Communications Act of 1934, as amended, and state regulatory bodies.
In the event Customer fails to obtain or maintain the appropriate
approvals, MCI shall not be liable for any delay or failure to provide
CNS.
4) Customer agrees to sell and bill MCI Carrier Network Service
under its own name, identity or mark, and Customer further agrees not
to reference MCI's name or marks in any context involving its
furnishing of services to the public. If any violation occurs during
the Service Term of this Agreement, MCI may invoke the termination
provisions of Paragraph 19(b). In reselling MCI Services under this
Agreement, Customer will observe the highest standard of integrity and
fair dealing with members of the public. Furthermore, Customer agrees
to indemnify MCI for any actions, claims, suits or damages arising out
of any allegation that if proved would cause Customer to be in breach
of this provision and Customer shall also pay all reasonable
attorney's fees and costs incurred by MCI due to any actions, claims,
suits or damages arising out of such allegation.
5) Except as set forth in Paragraph 5 herein, Customer shall
have sole responsibility for interacting with its customers in all
matters pertaining to service, including the placing and handling of
service orders, service installation, operation and termination,
dispute handling and resolution, and billing and collection matters.
MCI shall incur no obligation, nor shall it be deemed to have any
obligation, to interact with Customer's customers for any reason or
purpose. Customer shall cooperate with MCI as necessary to address
and resolve service-related issues and problems and shall impose upon
its customers an obligation to cooperate, with Customer in addressing
and resolving service-related issues and problems.
(b) Without limitation, if Customer fails to abide by the
requirements in Paragraph 19(a) above, such failure shall be regarded as a
material breach of this Agreement and MCI may terminate this Agreement on
five (5) business days written notice. Following such termination,
Customer shall be permitted the Transition Period pursuant to the terms set
forth in Paragraph 19(a)2).
(c) Customer agrees that MCI may use an appropriate internal MCI
database to determine Working Telephone Number ("WTN") historical data
regarding MCI and non-MCI PICs and Customer understands that such systems
are not error free. MCI will not be liable to Customer for errors made in
determining WTN in reliance on information contained in the internal MCI
system.
MCI CONFIDENTIAL
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<PAGE>
(d) Customer understands and accepts that, as part of MCI's
normal business policy and practices and its obligations under law, MCI
will engage in extensive marketing efforts in attempt to sell its services
to the public and that such efforts will result in active competition with
Customer for the business of users who are Customer's customers or
prospects. Customer shall not complain, nor be heard to complain, of
business lost to MCI as a result of such competition, subject to compliance
with Paragraph 11(b) of this Agreement. Under no circumstance shall any
inference be derived that MCI's entry into this Agreement with Customer
means that MCI will restrict its efforts to compete against Customer in any
way.
(e) Customer understands and accepts that no fiduciary
relationship arises by virtue of this Agreement and that, accordingly, MCI
incurs none of the obligations that arise in such relationship as an
incident of its fulfilling its obligations under this Agreement. Further,
Customer understands and accepts that MCI is not an insurer of profits for
Customer, nor does MCI guarantee the success of Customer's business as a
result of Customer's receipt of services under this Agreement.
(f) Customer agrees that if its enduser makes a call using 10XXX
or 1+ access utilizing Customer's CIC, from an ANI which Customer did not
provide to MCI to enter into MCI's Billing and Order Entry systems, MCI
will bill the call through the LEC at MCI Tariff or applicable state tariff
rates, and MCI's name will appear as the service provider on the LEC
invoice. Furthermore, Customer agrees its sales and marketing channels will
only market 10XXX access as a dialing option from ANIs that the end-user
had PIC'd to the Customer's CIC, in areas where the Customer's CIC is
pointed to MCI for termination.
Carrier Identification Parameter (CIP) will be made available to
Customer if MCI determines, at its sole discretion to move forward with CIP
implementation. CIP allows the appropriate local exchange carrier to pass
the Carriers Identification Code in the call record. If MCI implements CIP,
Customer shall receive all CDRs from 10XXX dialing on Customer's CIC,
whether or not a call originates from an ANI subscribed to Customer where
Customer's CIC is translated to MCI's CIC at the appropriate LEC.
(g) Customer shall receive Call Traffic Records pursuant to
Exhibit A of this Agreement.
20. ANI Management Responsibilities.
-------------------------------
On or before the thirtieth (30th) day after the close of the billing cycle,
MCI will provide Customer with a list of ANIs, including traffic minutes
and number of calls associated with ANIs associated with Customer's CNS
Account ("MCI Active ANI List"). If Customer has not received the MCI
Active ANI List within thirty (30) days after the close of the billing
cycle, Customer must immediately notify MCI. Within thirty (30) days after
Customer's receipt of the MCI Active ANI List,
MCI CONFIDENTIAL
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Customer shall provide to MCI, in writing, a report ("Customer ANI Report")
of all ANIs in the billing cycle covered by the MCI Active ANI List that
were either: (1) ordered by Customer to be added by MCI to the Customer's
account, but which were not added to Customer's CNS Account; or (2) on the
MCI Active ANI List but which Customer had requested be deleted; or (3)
experienced zero (0) or significantly reduced usage, but which were
suspected to have no reductions in usage. Customer shall provide MCI with
documentation establishing the ordering and deletion of each ANI contained
in the Customer ANI Report. For any ANI not timely included by Customer in
the Customer ANI Report: (1) Customer shall be liable to MCI for usage
charges associated with said ANI; and (2) MCI shall not be liable to
Customer for any costs, claims or damages resulting from failure to
implement Customer's directions with respect to said ANI.
21. Detention Facilities.
--------------------
In order to be eligible for use of MCI Carrier Network Services in
conjunction with the provision of communications services to any detention
facility, including, but not limited to, any local, state or federal
prison:
(a) Customer shall provide MCI prior written notice on each occasion
that Customer subscribes to CNS at a detention facility. Notice to MCI
shall be provided at :
MCI Telecommunications Corporation
MCI Carrier Finance Manager
Six Concourse Parkway
Atlanta, GA 30328
(b) Customer agrees after the Effective Date of this Agreement, but
not more than once semi-annually, MCI may request, and Customer shall
promptly provide to MCI in writing or in a machine readable format as
specified by MCI, Customer's records, data and invoices pertaining to
Customer's total long distance telecommunications usage for each Customer
detention facility end-user for the most recent six (6) month period
preceding the request.
(c) MCI in its sole discretion and consistent with Section B-7.04 of
MCI Tariff FCC No. 1 and in specific implementation of such Tariff
provision, may require Customer, as a condition precedent to receipt of MCI
Carrier Network Service to detention facilities as defined above, to
provide within ten (10) days of executing this Agreement, or any time
thereafter, a cash deposit or letter of credit in a form acceptable to MCI
in an amount equal to up to three (3) month's estimated billing. Any
executed letter of credit shall be attached hereto and incorporated by
reference. Customer shall continuously renew any letter of credit as
necessary to keep it in effect during the service term.
MCI CONFIDENTIAL
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<PAGE>
(d) Notwithstanding any other provisions of the Tariff, Customer
shall remain responsible for payment of all charges for services furnished
to Customer, which responsibility is not changed by virtue of any use,
misuse, or abuse of Customer's service or Customer-provided systems,
equipment, facilities or service interconnected to Customer's service,
which use, misuse or abuse may be occasioned by third parties including
without limitation, Customer's employees or other members of the public.
(e) Customer will comply with applicable federal, state and local
laws and regulations, including without limitation, laws and regulations
relating to operator service as they pertain to detention facilities during
the term of this Agreement and as supported by Carrier Operator Services.
22. Fraud monitoring.
----------------
MCI shall monitor on a twenty-four (24) hour, seven (7) day a week,
basis Customer's use of the following MCI Carrier Network Services:
(i) 800 Service calls originating in the continental (48) United
States.
(ii) Outbound switched international traffic terminating in
international locations.
(iii) Outbound dedicated international traffic terminating in
international locations.
These services shall hereinafter be referred to as "Analyzed
Services". Analyzed Services exclude calling card traffic and 10XXX
traffic.
MCI shall continuously analyze the call detail data of Analyzed
Services to detect suspicious calling patterns. Some of the criteria and
features applied and available are as follows:
(i) Analyze traffic occurring from Customer billing numbers and
switched trunk combinations.
(ii) Near real time information for analysis on a twenty-four (24)
hour, seven (7) day a week, basis.
(iii)Analyze originating calling line information (CLI phone
classifications) displayed on MCI system via individual call
detail. Examples of CLI phone classifications are prison
payphone, COCOT, hospitals, etc.
(iv) Established risk factors for calls terminating in high fraud
areas.
MCI CONFIDENTIAL
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<PAGE>
The following traffic types are excluded from the above analysis:
(i) Point of sale transaction traffic.
(ii) Beeper and pager company traffic.
MCI analysis systems are based on traffic data and do not require
special equipment at an Installation Site.
MCI shall monitor traffic of Analyzed Services on a twenty-four (24)
hours a day, seven (7) days a week basis.
When a calling pattern exceeds one (1) or more of the parameters
established by MCI as provided above, MCI shall, within twenty-four (24)
hours, notify Customer via telephone and in writing via facsimile. MCI
shall provide prompt and reasonable assistance to Customer to investigate
the occurrence and determine whether such calls were fraudulent and shall
take reasonable action upon Customer's direction.
23. Limitation of Liability.
-----------------------
Except as otherwise provided in this Paragraph 23 and in Attachment 2
to this Agreement with respect to MCI Carrier Operator Services, MCI's
total liability arising as a result of its provision of services under this
Agreement shall be governed in all respects by the Tariff.
MCI's total liability to Customer arising from its provisioning of
call detail records under Exhibit A to this Agreement or RELI Service under
Exhibit G to this Agreement shall be limited to the lesser of (a)
Customer's proven direct damages or (b) the total amount paid by Customer
to MCI for CDR or RELI services, as applicable, during the one (1) month
period prior to the event giving rise to the cause of action. The
foregoing limitation applies to all causes of actions and claims, including
without limitation breach of contract, breach of warranty, negligence,
strict liability, misrepresentation and other torts. Further, no cause of
action with respect to MCI's provisioning of call detail records or RELI
service which arose more than one (1) year prior to the institution of a
legal proceeding alleging such cause of action may be asserted by either
party against the other.
Neither MCI nor Customer shall be liable to each other for indirect,
incidental, consequential, exemplary, reliance or special damages,
including damages for lost profits, regardless of the form of action
whether in contract, indemnity, warranty, strict liability, or tort,
including negligence of any kind, with regard to MCI Services or other
conduct under this Agreement.
MCI CONFIDENTIAL
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<PAGE>
24. Performance Criteria.
--------------------
(a) Subject to the terms and conditions of this Agreement and any
applicable tariffs, MCI shall provide Customer the services described in
this Agreement in accordance with the following criteria:
(i) MCI will create a daily call detail record (CDRs) file for completed
calls with respect to Customer's usage of MCI CNS Service, which shall
be available 365 days a year, with respect to calls up to 48 hours
old, barring unforeseen delays in receiving call records from
appropriate switches. CDRs will be maintained by MCI in tape format
for 90 days and in microfiche or other archive storage medium for 7
years.
(ii) After Customer has first achieved the Monthly Commitment, MCI's
systems shall have the capability of processing at least four million
(4,000,000) CDRs per day for Customer.
(iii)Order entry and activation of ANIs within MCI's systems will occur:
(A) within twenty-four (24) hours for MCI CNS Service orders which do
not require conversions or features (i.e., accounting codes and
verifiable accounting codes); and (B) within five (5) days for
switched MCI Toll Free Service with respect to new Toll Free orders
(i.e., other than orders provided by Customer's Resp. Org.); excluding
in both instances Sundays and nationally recognized holidays.
(iv) MCI's fraud management system shall be capable of initiating "fast
kill" and "restoral" orders within thirty (30) minutes of notice from
Customer (verbal notice to be immediately followed by written notice).
(v) MCI will provide 7 day per week, 24 hour per day coverage of MCI
technical administrative functions as provided by MCI's Carrier
Account Service Center.
(vi) MCI will act on MCI priority 1 service restoral objectives within four
(4) hours from the time MCI receives notice of such event.
(vii)Call blockage on MCI's shared voice switch network shall not exceed
one call per hundred for a period of longer than twenty-four (24)
hours.
(b) Failure to comply with any of the provisions of Paragraph 24(a)
above shall constitute a "performance failure" for purposes of Paragraph
10(a)(ii) of this Agreement, except that no performance failure shall be
deemed to have occurred:
(i) if such failure is cured by MCI within forty-eight (48) hours of
MCI's receipt of notice of such failure and no additional failure
of such type shall occur within the seven (7) day
MCI CONFIDENTIAL
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period following the cure of the initial failure (provided,
however, that multiple failures of such type during a seven (7)
day period shall not constitute more than one performance
failure, so long as MCI exercises reasonable diligence in the
correction of such failures);
(ii) if such failure is due to (A) a local exchange carrier or other
provider of access services; (B) acts or omissions of Customer;
or (C) causes beyond the reasonable control of MCI;
(iii)if because of force majeure, MCI is unable wholly or in part to
carry out any of its obligations under this Paragraph 24 for a
period of up to five (5) days; provided that such obligations
shall be suspended for the duration of the event of force
majeure. The term "force majeure" as used herein shall include
switch, radio or cable failure, cable cut caused by a party other
than MCI or its agents, acts of God, riots, insurrection, war,
labor dispute of third parties other than MCI or its agents,
fire, flood, explosion, orders or acts of military or civil
authority, and any other cause beyond MCI's reasonable control.
25. Entire Agreement; Amendments.
----------------------------
This Agreement shall be valid only if signed by Customer by June 21,
1996. Any and all prior or contemporaneous offers, agreements,
representations and understandings made to Customer, whether written or
oral, are hereby superseded. Exclusive of any Tariff or state tariff
modifications initiated by MCI, once this Agreement has been executed, any
amendments hereto must be made in writing and signed by both parties.
MCI CONFIDENTIAL
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IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Agreement.
MCI TELECOMMUNICATIONS CORPORATION
By: /s/ Tom Schilling
------------------------------------
Print Name: Tom Schilling
----------------------------
Title: Director
---------------------------------
Date: June 26, 1996
----------------------------------
EXCEL TELECOMMUNICATIONS, INC.
By: /s/ Kenny A. Troutt
------------------------------------
Print Name: Kenny A. Troutt
----------------------------
Title: President and CEO
---------------------------------
Date: June 24, 1996
----------------------------------
MCI CONFIDENTIAL
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ATTACHMENT 1
1. Carrier Network Service Rates.
------------------------------
Customer shall receive the following rates during the Service Term for MCI
Services that do not originate at a switch owned and operated by Customer.
Rates set forth in this Paragraph 1 do not include charges for
installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access related surcharges associated
with dedicated CNS. Rates are in lieu of any discounts, promotions, and
credits otherwise applicable pursuant to the Tariff unless otherwise
provided in this Agreement. In addition, the CNS Toll Free Service Fees in
Option F, Section C.3.0812 (or any successor Tariff section) of the Tariff
shall be waived with respect to each toll free number having at least
XXXXXXXXXXXXXXXXXXXXXXXX of associated Monthly Usage charges for such
month.
When referenced below, for CNS inbound and outbound Interstate and
International Services, "Tariff Rates" shall mean the standard Tariff rates
for Option G and Option F in the Tariff.
(a) Interstate Outbound and Inbound Toll Free Rates. For CNS interstate
outbound services, excluding service terminating in Alaska, Hawaii, Puerto
Rico and the U.S. Virgin Islands, and for CNS interstate inbound toll free
service, excluding services originating in Alaska, Puerto Rico, the U.S.
Virgin Islands and Hawaii, Customer shall pay the following non-distance
sensitive "postalized" rate per minute as determined by Customer's overall
Monthly Usage. Customer shall not be eligible for any tariff discount on
these services.
<TABLE>
<CAPTION>
CNS Domestic Non-Dedicated
--------------------------
Interstate Outbound
-------------------
Monthly Usage Day Rate Non-Day Rate
------------- -------- ------------
<S> <C> <C>
$0 - $4,999,999 XXXXXXXXXXXX XXXXXXXXXXXX
$5,000,000 XXXXXXX XXXXXXX
</TABLE>
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Day Rate periods shall be 8:00 a.m. to 4:59 p.m., Monday through Friday.
For CNS Domestic Non-Dedicated Interstate Outbound monthly usage, Customer
will receive a credit each month of: (i) XXXXXX per Non-Day minute if the
Non-Day CNS Domestic Non-Dedicated Interstate Outbound usage meets or
exceeds XXXXXXXXXXXXXXXXXXX, but is less than XXXXXXXXXXXXXXXXXXX of total
CNS Domestic Non-Dedicated Interstate Outbound usage; and, (ii) XXXXXX per
Non-Day minute if the Non-Day CNS Domestic Non-Dedicated Interstate
Outbound usage meets or exceeds XXXXXXXXXXXXXXXXXXX of total CNS Non-
Dedicated Outbound usage.
<TABLE>
<CAPTION>
CNS Domestic Non-Dedicated
Interstate Inbound Toll Free
----------------------------
Monthly Usage Day Rate Non-Day Rate
------------- -------- ------------
<S> <C> <C>
$0 - $4,999,999 XXXXXXXXXXXX XXXXXXXXXXXX
$5,000,000 + XXXXXXX XXXXXXX
</TABLE>
For CNS Domestic Non-Dedicated Interstate Inbound Toll Free usage, Customer
will receive a credit each month of XXXXXXX per Non-Day minute if the Non-
Day CNS Domestic Non-Dedicated Interstate Inbound Toll Free usage meets or
exceeds XXXXXXXXXXXXXXXXXXX of total CNS Domestic Non-Dedicated Interstate
Inbound usage.
<TABLE>
<CAPTION>
CNS Domestic Dedicated
Interstate Inbound Toll Free
----------------------------
Monthly Usage Outbound Rate Inbound Rate
------------- ------------- ------------
<S> <C> <C>
$0 - $4,999,999 XXXXXXXXXXXX XXXXXXXXXXXX
$5,000,000 + XXXXXXX XXXXXXX
</TABLE>
(b) Interstate Outbound - Extended Call Coverage for Alaska, Puerto Rico, the
U.S. Virgin Islands and Hawaii. For CNS interstate outbound services
terminating in Alaska, Hawaii, Puerto Rico or the U.S. Virgin Islands, and
for CNS interstate outbound services originating in Hawaii, Customer will
pay the following rates: (i) a postalized Day rate of XXXXXXX per minute;
and, (ii) a postalized Non-Day rate of XXXXXXX per minute, provided that if
Customer's CNS
MCI CONFIDENTIAL
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<PAGE>
Interstate Outbound traffic in minutes from the U.S. mainland, Alaska and
Hawaii to Alaska and Hawaii exceeds XXXXXXXXXXXXXXXXX of total CNS
Interstate outbound traffic, then Customer will pay tariff rates less a
XXXXXXXXXXXXXXXXXXXX discount, and no other tariff discounts will apply.
CNS domestic interstate outbound service calls can not originate from
Alaska, Puerto Rico or the U.S. Virgin Islands.
(c) Interstate Inbound Toll Free - Extended Call Coverage for Alaska, Puerto
Rico, the U.S. Virgin Islands and Hawaii. For CNS interstate services
originating in Alaska, Puerto Rico, the U.S. Virgin Islands and Hawaii,
Customer shall pay interstate rates at the Toll Free Business Line
Termination or Dedicated Termination rates in Option F, Section C.3.082 of
the Tariff (or any successor Tariff section) less a XXXXXXXXXXXXXXXXXXXX
discount. Customer is not eligible for any Tariff discounts on such
service.
(d) Intrastate Outbound Rates.
(i) For CNS intrastate, non-dedicated outbound services, Customer
shall pay standard tariff rates as set forth in each applicable MCI state
tariff. Customer shall receive a credit on such usage equal to the difference
between the applicable state tariff rates and the rates for each state set forth
on Exhibit B, though such credits may only be applied to Customer's interstate
and international CNS usage in the same month that the credits are generated.
Such credits will not exceed the amount of Customer's interstate and
international CNS usage and any credit that is not applied in the month accrued
will expire and not be carried forward.
(ii) For CNS intrastate dedicated outbound services, Customer shall
pay the applicable state tariff rate. Customer will receive a credit equal to
XXXXXXXXXXXXXXXXXXXXXXXXX of Customer's usage of CNS intrastate dedicated
outbound service under applicable state tariff rates, though such credits may
only be applied to Customer's CNS interstate and international usage in the same
month that the credits
MCI CONFIDENTIAL
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<PAGE>
are generated. Such credits will not exceed the amount of Customer's interstate
and international CNS usage and any credit that is not applied in the month
accrued will expire and not be carried forward.
(iii) Customer shall not be eligible for any tariff discounts on CNS
intrastate outbound services.
(e) Intrastate Inbound Toll Free Rates.
(i) For CNS intrastate, non-dedicated inbound toll free services,
Customer shall pay standard tariff rates as set forth in each applicable MCI
state tariff. Customer shall receive a credit on such usage equal to the
difference between the applicable state tariff rates and the rates for each
state set forth on Exhibit C, though such credits may only be applied to
Customer's interstate and international CNS usage in the same month that the
credits are generated. Such credits will not exceed the amount of Customer's
interstate and international CNS usage and any credit that is not applied in the
month accrued will expire and not be carried forward.
(ii) For CNS intrastate, dedicated inbound toll free services,
Customer shall pay the applicable state tariff rate. Customer will receive a
credit equal to XXXXXXXXXXXXXXXXXXXXXXXXX of Customer's usage of CNS intrastate,
dedicated inbound toll free service under applicable state tariff rates, though
such credits may only be applied to Customer's CNS interstate and international
usage in the same month that the credits are generated. Such credits will not
exceed the amount of Customer's interstate and international CNS usage and any
credit that is not applied in the month accrued will expire and not be carried
forward.
(iii) Customer shall not be eligible for any tariff discount on CNS
intrastate inbound toll free service.
(f) Intralata Outbound Rates. For CNS intralata outbound service, where MCI
provides Vnet tariff intralata service, Customer shall pay standard tariff
rates for MCI Vnet intralata service (switched to switched, switched to
MCI CONFIDENTIAL
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<PAGE>
dedicated and dedicated to switched) in each applicable MCI state tariff.
Customer is not eligible for any tariff discounts on such service. For CNS
intralata outbound service in the states listed below, Customer will
receive a credit on such usage equal to the difference between the
applicable state tariff rates and the rates set forth below. For CNS
intralata outbound service in states not listed below, Customer shall
receive a credit equal to XXXXXXXXXXXXXXXXXXXXXXXXX of the applicable
tariffed intralata rate. All such credits may only be applied to Customer's
CNS interstate and international usage in the same month that the credits
are generated. Such credits will not exceed the amount of Customer's
interstate and international CNS usage and any credit that is not applied
in the month accrued will expire and not be carried forward.
<TABLE>
<CAPTION>
State Switched Dedicated
----- -------- ---------
Rate Per Minute Rate Per Minute
--------------- ---------------
PEAK OFF-PEAK PEAK OFF-PEAK
---- -------- ---- --------
<S> <C> <C> <C> <C>
Alabama XXX XXX XXXXXX XXXXXX
California XXXXXX XXXXXX XXXXXX XXXXXX
Florida XXXXXX XXXXXX XXX XXX
Illinois XXXXXX XXXXXX XXXXXX XXXXXX
Iowa XXXXXX XXXXXX XXX XXX
Kentucky XXXXXX XXXXXX XXX XXX
Maryland XXXXXX XXXXXX XXXXXX XXXXXX
Massachusetts XXXXXX XXXXXX XXXXXX XXXXXX
New Jersey XXXXXX XXXXXX XXXXXX XXXXXX
New York XXXXXX XXXXXX XXXXXX XXXXXX
Tennessee XXXXXX XXXXXX XXX XXX
</TABLE>
"N/A" in the foregoing table signifies that intrastate rates otherwise
applicable under this Agreement shall be applicable for such calls.
(g) International Dedicated and Non-Dedicated Outbound Rates. For CNS
international non-dedicated outbound service to those countries listed in
Exhibit D, Customer shall pay the rates in Exhibit D. Exhibit D shall
supersede Exhibit E for those countries listed in both exhibits. Customer
shall not be eligible for tariff discounts on such usage. For CNS
MCI CONFIDENTIAL
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<PAGE>
international non-dedicated outbound service to those countries listed in
Exhibit E, Customer shall pay the rates listed in Exhibit E, less a XXXXXX
XXXXXXXXXXXXX discount, though Customer will not be eligible for any tariff
discount. MCI may, no more often than once every twelve (12) months,
revise the country rates listed on Exhibit D and Exhibit E to compensate
for changes in costs associated with service to those countries. For CNS
international non-dedicated outbound service to a country which does not
have rates listed in either Exhibit D or in Exhibit E, Customer will pay
international rates at the Tariff Rates in Option G Section 3.0739 less
applicable tariff discounts. For international dedicated outbound service,
Customer shall pay a rate equal to the non-dedicated rate to the same
country as set forth above, plus an additional XXXXX per minute.
(h) CNS International Outbound Terminating in Mexico. For CNS international
outbound service terminating in Mexico, Customer shall pay a postalized
rate per minute which shall be determined according to the Band (as defined
in MCI's Tariff FCC No. 1) in Mexico where the call terminates, and whether
the call is placed at Standard or Economy times, as set forth in the
following Schedule. Customer is not eligible for any Tariff discounts on
such service.
<TABLE>
<CAPTION>
Rate Per Minute
Band Standard Economy
---- -------- -------
<S> <C> <C>
1 XXXXXXX XXXXXXX
2 XXXXXXX XXXXXXX
3 XXXXXXX XXXXXXX
4 XXXXXXX XXXXXXX
5 XXXXXXX XXXXXXX
6 XXXXXXX XXXXXXX
7 XXXXXXX XXXXXXX
8 XXXXXXX XXXXXXX
</TABLE>
For purposes of this Paragraph 1(h), "Standard" rate periods are as defined
in the Tariff (currently 7:00 a.m. to 6:59 p.m., Monday through Friday, and
7:00 p.m. to 11:59 a.m., Sunday). "Economy" rate periods include all other
periods.
MCI CONFIDENTIAL
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<PAGE>
(i) CNS International Outbound Terminating in Canada. For CNS international
outbound service terminating in Canada, Customer shall pay a postalized
rate per minute of XXXXXXX per minute during peak times and a postalized
rate per minute of XXXXXXX at off peak times.
(j) International Dedicated and Non-Dedicated Toll Free Rates. For CNS
international non-dedicated toll free service, Customer shall pay the
international toll free rates at the standard Tariff non-dedicated rates in
Option F, Section C.3.07314 (or any successor Tariff section) less a
discount of XXXXXXXXXXXXXXXXXXXX. For CNS international dedicated toll
free service, Customer shall pay the International Non-Dedicated toll free
rates less a discount of XXXXXXXXXXXXXXXXXXXX and less a further discount
of XXXXX per minute. Customer is not eligible for any Tariff discounts on
such service.
(k) Directory Assistance. For switched to switched and dedicated to switched
directory assistance, Customer shall pay XXXXX per call.
(l) High Telco Costs. On a monthly basis, for CNS, MCI shall determine, based
on the following formula, Customer's minutes of use originating from or
terminating to the specific local exchange carriers identified in Schedule
B in Exhibit F for the following traffic types ("LEC Minutes"):
. CNS international, interstate, intrastate and intralata outbound
switched to switched and switched to dedicated; and
. CNS interstate, intrastate and intralata inbound switched to switched.
For the same CNS traffic types above, MCI shall determine, based on the
provisions of this Paragraph 1(l), the total CNS minutes of use originating
from or terminating to the United States, Puerto Rico and the U.S. Virgin
Islands regardless of the originating and terminating local exchange
carrier. These minutes of use shall include all originating and
MCI CONFIDENTIAL
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<PAGE>
terminating minutes and shall be referred to as "Total Minutes."
If LEC Minutes exceed XXXXXXXXXXXXXXXXXXXX of Total Minutes ("XXX Cap") in
any XXXXX, Customer shall pay the per minute surcharge listed in Schedule A
of Exhibit F in such XXXXX for each LEC Minute (determined on a
chronological basis) that exceeds the XXX Cap based on the local exchange
carrier territory in Schedule B of Exhibit F in which the call originates
and/or terminates. The per minute surcharges listed in Schedule A of
Exhibit F shall apply to each switched end of the call originating or
terminating in the LECs listed in Schedule B of Exhibit F. For example, for
a CNS outbound interstate switched to switched minute originating in a
XXXXXX area served by XXXXXXX and terminating in a XXXXXXXXX area served by
XXXXXX Tel, Customer shall pay a per minute surcharge of XXXXXX (XXXXXX
plus XXXXXX).
The per minute surcharge shall be calculated by multiplying the applicable
per minute surcharge in Schedule A of Exhibit F by the percentage exceeding
the XXX Cap times the minutes of the phone call. For example, assuming
Customer has XXXXX Total Minutes with XXX LEC Minutes (this equals XXX LEC
Minutes with XXX or XXXXXXXXXXXXXXX of the LEC Minutes exceeding the XXX
Cap), the per minute surcharge for a XX minute CNS switched to switched
call originating in the XXXXXXXXXXXXXXXXX Telco Region and terminating in
the XXXXXXXXX Telco Region would be calculated as follows:
XXXXXXXXXXXXXXXXX x XXX x XX minutes = XXXXXXX surcharge for this
call.
(m) RELI. Customer shall receive the rates, terms and conditions for MCI's
RELI Service as set forth in Exhibit G.
2. Additional Rates.
----------------
Customer shall receive the following rates during the Service Term for MCI
Services which outbound traffic originates and inbound terminates at a switch
owned and operated by Customer. Customer shall pay standard tariff rates for all
Intrastate Services.
MCI CONFIDENTIAL
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<PAGE>
Rates set forth in this Paragraph 2 do not include charges for installation,
taxes, tax-related surcharges, any other applicable surcharges, charges for
access and access-related charges (including, without limitation, access charges
in the Tariff, which are additional) except as otherwise provided in Paragraphs
2(f) herein. Rates are in lieu of any discounts, promotions, and credits
otherwise applicable pursuant to the Tariff and any state tariff.
(a) Domestic Interstate MCI PRISM I Service.
---------------------------------------
(1) For domestic interstate switched outbound service originating via
dedicated access from a Customer-owned location(s) to an MCI point of
presence, except for service terminating to Alaska, Hawaii, Puerto Rico,
and the U.S. Virgin Islands for which Customer shall pay Tariff rates less
applicable Tariff discounts, Customer will pay the following applicable
non-distance sensitive ("postalized") rate per minute as determined by
Customer's Monthly Usage:
<TABLE>
<CAPTION>
Rate Per Minute
Monthly Usage Peak Off Peak
------------- ---- --------
<S> <C> <C>
$0 - $4,999,999 XXXXXX XXXXXX
$5,000,000 and above XXXXXXX XXXXXXX
</TABLE>
(2) On a monthly basis, if Customer's total minutes of use of domestic
interstate Prism I traffic terminating to those local exchange carriers
listed in Schedule B of Exhibit F exceeds XXXXXXXXXXXXXXXXXXXXX of
Customer's total domestic interstate Prism I traffic, then Customer will
pay the surcharges set forth in Schedule A of Exhibit F in addition to
those charges on such traffic set forth in Paragraph 2(a)(1), above.
(b) Domestic Interstate MCI Toll Free DAL Service.
---------------------------------------------
1) For domestic interstate inbound service terminating via dedicated
access from an MCI point of presence to Customer-owned location(s), except
for service originating from Alaska, Hawaii, Puerto Rico and the U.S.
Virgin Islands
MCI CONFIDENTIAL
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<PAGE>
for which Customer shall pay Tariff rates less applicable Tariff discounts,
Customer will pay the following non-distance sensitive ("postalized") rate per
minute for domestic interstate MCI Toll Free DAL Service which originates in the
48 contiguous United States:
<TABLE>
<CAPTION>
Rate Per Minute
Monthly Usage Peak Off Peak
------------- ---- --------
<S> <C> <C>
$0 - $4,999,999 XXXXXX XXXXXX
$5,000,000 and above XXXXXXX XXXXXXX
</TABLE>
2) The above rates for MCI Toll Free DAL Service do not include any
feature charges described in the Tariff, including, but not limited to, any
Toll Free Service Management System ("SMS") charges or RESP ORG charges,
which may be additional. Except as provided below, Customer shall pay
Tariff rates for feature charges associated with MCI Toll Free DAL Service.
For the features identified below, Customer shall pay rates set forth,
except that for each Corporate I.D., Customer shall pay a maximum of:
XXXX per month, per Corporate I.D. for monthly recurring charges.
XXXX per month, per Corporate I.D. for non-recurring installation charges.
XXXX per month, per Corporate I.D. for non-recurring change order charges.
<TABLE>
<CAPTION>
Feature Monthly Install Changes
- ------- ------- ------- -------
<S> <C> <C> <C>
Point of Call Routing XXXXXX XXXXXX XXXXXX
Most Available Agent Routing XXXXXX XXXXXX XXXXXX
Day of Week Routing XXXXXX XXXXXX XXXXXX
MCI Rules Based Routing XXXXXX XXXXXX XXXXXX
Time Interval Routing XXXXXX XXXXXX XXXXXX
Tailored Call Coverage XX XXXXXXX XXXXXX
Holiday Routing XX XXXXXXX XXXXXX
MCI Profile Routing XXXXXX XXXXXX XXXXXX
MCI Quota Routing XXXXXX XXXXXX XXXXXX
DNIS XX XXXXXXX XXXXXX
Percentage Allocation Routing XXXXXX XXXXXX XXXXXX
</TABLE>
MCI CONFIDENTIAL
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<PAGE>
Id Codes (per 100) XXXXXX XXXXXX XX
Sequential Allocation Routing XXXXXX XXXXXX XXXXXX
3) On a monthly basis, if Customer's total minutes of use of
domestic interstate toll free traffic originating with those local exchange
carriers listed in Schedule B of Exhibit F exceeds XXXXXXXXXXXXXXXXXXXXX of
Customer's total domestic interstate toll free traffic, then Customer will
pay the surcharges set forth in Schedule A of Exhibit F in addition to
those charges on such traffic as set forth above.
(c) Domestic Interstate TDS 1.5.
---------------------------
For domestic interstate TDS 1.5 Service ("TDS 1.5 Service")
terminating at Customer's owned and operated switch locations, Customer
will pay, in addition to all taxes and tax-related surcharges, the Inter-
Office Channel ("IOC") monthly charges based on circuit mileage as
contained in the schedule below, less a XXXXXXXXXXXXXXXXX discount.
Customer shall pay both the charges in Column A plus those in Column B.
<TABLE>
<CAPTION>
A B
Fixed Charge Charge Per DS-O
Circuit Mileage Per Circuit Circuit Mile
--------------- ----------- ---------------
<S> <C> <C>
0 to XX miles XXXXXXX XXXXX
XX to XX miles XX XXXXXXX
XXX to XXX miles XX XXXXXXX
XXX + miles XX XXXXXXX
</TABLE>
(d) Domestic Interstate TDS-45.
--------------------------
For domestic interstate TDS-45 Service ("TDS-45 Service") terminating
at Customer's owned and operated switch locations, Customer will pay, in
addition to all taxes and tax-related surcharges, the IOC monthly charges
based on circuit mileage as contained in the schedule below, less a XXX
XXXXXXXXXXXXX discount. Customer shall pay both the charges in Column A
plus those in Column B. Provision of TDS-45 service to Customer shall be
subject to service availability as determined by MCI.
MCI CONFIDENTIAL
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<PAGE>
<TABLE>
<CAPTION>
A B
Fixed Charge Charge Per DS-O
Circuit Mileage Per Circuit Circuit Mile
--------------- ------------ ---------------
<S> <C> <C>
XXXXXXX XXXXXX XX
XXXXXXXXXXXXX XXXXXX XXXXXXX
</TABLE>
(e) Domestic Interstate DS-O.
------------------------
For domestic interstate DS-O Service ("DS-O Service") terminating at
Customer's owned and operated switch locations, Customer will pay, in
addition to all taxes and tax-related surcharges, the IOC monthly charges
based on circuit mileage as contained in the schedule below, less a XXX
XXXXXXXXXXXXX discount. Customer shall pay both the charges in Column A
plus those in Column B.
<TABLE>
<CAPTION>
A B
Fixed Charge Charge Per DS-O
Circuit Mileage Per Circuit Circuit Mile
--------------- ------------ ---------------
<S> <C> <C>
XXXXXXX XXXXXX XX
XXXXXXXXXX XX XXXXX
XXXXXXXXXXXXX XX XXXXX
</TABLE>
(f) 1) All monthly recurring Central Office Connection ("COC") and monthly
recurring Access Coordination ("AC") charges for domestic interstate TDS
1.5 Service, TDS-45 Service and DS-O Service are included in the charges
for these services.
2) Rates for domestic interstate TDS 1.5 Service, TDS-45 Service and
DS-O Service are based on a least mileage routing and the mileage per route
is determined by using the airline mileage between the two applicable MCI
Dedicated Leased Line cities in accordance with the calculation as set
forth in Section C-11, Table I, Part A of the Tariff. These rates shall
apply only to circuits that are wholly-owned and operated end-to-end by MCI
and the rates shall not apply to circuits with less than XXXXXXXXXXXXXXXXX
domestic interstate traffic.
MCI CONFIDENTIAL
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<PAGE>
3) The rates for domestic interstate TDS 1.5 Service, TDS-45 Service
and DS-O Service provided herein are in lieu of any rates, charges,
promotions and discounts available from MCI in the Tariff or applicable
state tariff for the AC, COC and IOC portion of such service including,
without limitation, the Network Pricing Plan(s) specified in the Tariff.
4) Monthly recurring Local Loop Access charges for domestic
interstate TDS 1.5 Service, TDS-45 Service and DS-O Service shall not count
towards Customer's Monthly Commitment.
(g) City Pair Discount For Private Line.
------------------------------------
In addition to the rates for TDS 1.5 and TDS-45 Service set forth
above, Customer will receive a discount on its domestic interstate IOC
charges for multiple TDS 1.5 and TDS-45 circuits which are installed at the
same time between city pairs pursuant to the following schedule:
Number of TDS 1.5 or TDS-45
Circuits in City Pair Discount
--------------------- --------
XXXXX XX
XXXXXX XX
XXXXXXXXXXXX XX
(h) MCI Feature Card Service.
------------------------
Customer will receive the rates, terms and conditions for MCI Feature
Card Service set forth in Exhibit H.
(i) MCI Carrier Operator Services.
-----------------------------
Customer will receive the rates, terms and conditions for MCI Carrier
Operator Services as set forth in Attachment 2 to this Agreement and the
Exhibit(s) to such Attachment.
(j) MCI VIP, VIP Plus, Toll Free MOD and CAS Plus Discounts.
-------------------------------------------------------
MCI CONFIDENTIAL
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<PAGE>
1) For MCI PRISM I Services for which postalized rates or rates
otherwise modified by discounts in this Agreement are not provided herein,
Customer is entitled to receive the discounts associated with the thirty-
six (36) month term commitment under the MCI PRISM I Service Value
Insurance Plan ("VIP") and the MCI Corporate Account Service ("CAS") Plus
plan subject to the terms and conditions set forth in the Tariff for such
services except as modified by this Agreement. In the event Customer
terminates this Agreement, Customer will be billed any applicable Tariff
early termination charges associated with the plan which Customer received.
MCI agrees to waive Tariff termination liability under the VIP and CAS Plus
if Customer's termination occurs after twenty-four (24) months. Customer's
termination liability hereunder is in addition to Customer's termination
liability provided for in Paragraph 10 of the Agreement.
2) For MCI International Toll Free DAL Service for which postalized
rates or rates otherwise modified by discounts in this Agreement are not
provided herein, Customer is entitled to receive the discounts associated
with the thirty-six (36) month term commitment under the MCI Toll Free
Service Value Insurance Plan Plus ("VIP Plus") subject to the terms and
conditions set forth in the Tariff for such services except as modified by
this Agreement.
In the event Customer terminates this Agreement, Customer will be
billed any applicable Tariff early termination charges associated with the
plan which Customer received. MCI agrees to waive Tariff termination
liability under the VIP Plus if Customer's termination occurs after twenty-
four (24) months. Customer's termination liability hereunder is in addition
to Customer's termination liability provided for in Paragraph 10 of the
Agreement.
3) For MCI International Toll Free DAL Service, Customer is entitled
to receive the MCI Toll Free Service Multi-Option Discount ("800 MOD")
subject to the terms and conditions set forth in the Tariff for such
service except as modified by this Agreement.
MCI CONFIDENTIAL
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<PAGE>
4) In the event the amount of the discount provided under VIP, VIP
Plus, CAS Plus, and/or 800 MOD is greater than the charges for Customer's
usage of Interstate and International Services earned under this Agreement,
the difference will not be credited to Customer or carried forward.
3. Credits and Additional Discounts.
--------------------------------
(a) CNS Installation Credit
-----------------------
Customer shall receive a credit of up to XXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXX, which shall be applied to the one-time installation
(including CIC installation) and other one-time non-recurring MCI Tariff
charges associated with the implementation of Carrier Network Services.
Customer may use this credit to off set per ANI PIC fees assessed by the
LEC's, up to XXXXXXXXXXXXXXXXXXXX per ANI.
(b) Access Coordination/Central Office Connection Promotion
-------------------------------------------------------
As a promotional offering to Customer for executing this Agreement on
or before the date specified in Paragraph 22 of the Agreement, Customer
shall pay MCI a monthly recurring Central Office Connection charge of XXX
XXXXXXXXXXXXXXXXXXXXXX per circuit and a monthly recurring Access
Coordination charge of XXXXXXXXXXXXXXXXXXX per circuit for MCI T-1 digital
gateway access circuits installed prior to the Effective Date of this
Agreement and currently utilized by Customer, and for MCI T-1 digital
gateway access circuits installed pursuant to this Agreement. Such charges
shall be in effect for the term of this Agreement, after which Customer
shall pay standard Tariff rates less applicable Tariff discounts for such
circuits.
MCI CONFIDENTIAL
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<PAGE>
ATTACHMENT 2
MCI CARRIER OPERATOR SERVICES
With respect to Customer's purchase of MCI Carrier Operator Services for resale,
the parties hereby agree as follows:
1. Operator Services.
-----------------
(a) MCI will provide Carrier Operator Services for Carrier Network
Services customers only when such customer's end user's access lines are
provided by one of the LECs listed in Exhibit A to this Attachment 2 which
is attached hereto and incorporated herein by reference.
(b) "Operator Service Calls" mean long distance calls dialed with the 0+,
01+ or 00- dialing pattern (and excluding calls dialed with the 950-XXXX
and 800 dialing patterns).
(c) Customer shall not use any service mark or trademark of MCI or refer
to MCI in connection with any service provided hereunder without the prior
written approval of MCI.
(d) Call Originating Identification Information. MCI must receive
-------------------------------------------
electronic call origination identification ANI information for each call
carried hereunder. If the Originating Site uses Feature Group D local
access service, the required call origination identification information
is automatically supplied by the local exchange company. If the
Originating Site uses a type of local access service other than Feature
Group D local access service, the Originating Site shall cause electronic
call origination identification information (in a form acceptable to MCI)
to be supplied to MCI at the initiation of each call.
(e) Emergency Calls.
---------------
(1) Each Originating Site shall configure its system so that 911
emergency calls, where available, and similar emergency calls, will be
automatically routed to the appropriate party or clearing house
without the intervention of MCI. Emergency calls which do reach a
MCI CONFIDENTIAL
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<PAGE>
MCI operator shall be handled in accordance with MCI standard
operating procedures.
(2) If Customer or MCI provides an emergency number database,
Customer agrees to indemnify and hold MCI harmless from any and all
claims, damages, fines, penalties and any other liabilities (including
attorney fees) arising out of the inaccuracy of any information or the
inadequacy of any procedure or personnel.
(f) Payphones.
---------
(1) Payphone lines must be classed as "07" COCOT.
(2) All payphones must have Billed Number Screening ("BNS"), if
available. If BNS is not available, the Customer will be
responsible for calls billed to any lines without BNS.
(3) Unless otherwise permitted by law, all 0- calls must be passed to
the Local Exchange Carrier ("LEC").
(4) Payphones must not block 950-XXXX or 1-800-XXX-XXXX calls.
(5) All payphones must have "011" blocking at the central office, if
available. If international blocking is not available, or if
Customer chooses not to block "011" calls, then Customer assumes
responsibility for any international fraud.
(6) For Premises Telephones located in condominiums, Customer shall be
liable for all charges attributable to the failure of Customer to
secure screening which prevents 1+ 10XXX domestic and
international dialing and which indicates to operators that the
telephone is restricted to prohibit billing to the original ANI.
MCI CONFIDENTIAL
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<PAGE>
(7) Customer shall be responsible for any fraud resulting from its
purchase and use of MCI Carrier Operator Services.
(g) Compliance. Customer will comply with applicable federal, state and
----------
local laws and regulations, including without limitation the Telephone
Operator Consumer Services Improvement Act, and other laws and regulations
relating to operator service during the term of this Agreement.
(h) Authority. Customer warrants that it is authorized to select the
---------
operator services carrier for the telephones served by Customer pursuant
to this Agreement. Customer agrees that if any party makes any claims
against MCI for commissions from such telephones, Customer will be
responsible for any such claim.
(i) Liability.
---------
Except in cases involving proven willful or wanton misconduct, MCI's
liability to Customer under this Attachment 2 is limited to its obligation
to provide service as described herein. MCI SHALL NOT BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE OF
ANY KIND, INCLUDING LOST PROFITS OR REVENUE (WHETHER OR NOT MCI WAS AWARE
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE), BY REASON OF ANY ACT OR
OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT.
Customer shall indemnify and hold MCI harmless against any and all
claims, losses, liabilities, damages, fines, penalties, costs or expenses
(including reasonable attorneys' fees and expenses) arising out of or
related to (A) Customer's actions or inactions under this Attachment 2,
except to the extent caused by MCI's proven willful or wanton misconduct,
(B) the inaccuracy of any information or the inadequacy of any procedures
or personnel provided by Customer under this Attachment 2, or (C) any claim
made under Paragraph 1(h) of this Attachment 2.
MCI CONFIDENTIAL
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<PAGE>
2. Rates.
-----
(a) The rates in the following schedule shall be charged on Customer's
usage of MCI Carrier Operator Services. The automated rate will be charged
from the time a call reaches a node until the call is terminated. The live
rate will be charged in addition to automated rates for the portion of each
call that is handled by a live operator.
<TABLE>
<CAPTION>
Automated Live
Monthly Attempts Rate/Sec. Rate/Sec.
---------------- --------- ---------
<S> <C> <C>
0 - XXXXXX XXXXXXXX XXXXXXXX
XXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX
XXXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX
XXXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX
XXXXXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX
XXXXXXXXXXXXXXXXXXXXX XXXXXXXX XXXXXXXX
XXXXXXXXXX XXXXXXXX XXXXXXXX
</TABLE>
(b) For calls terminated by MCI, Customer shall pay MCI an additional
charge for call termination based on the Domestic Interstate MCI PRISM I
call minimum and call rounding as stated in the Tariff. For calls
terminated on dedicated access, Customer shall pay the PRISM I domestic
interstate outbound rate specified in Paragraph 2(a) of Attachment 1. For
calls terminated on switched access, Customer shall pay the Carrier
Network Services Domestic non-dedicated interstate outbound rate specified
in Paragraph 1(a) of Attachment 1.
3. Rate Quotes. If Customer has provided the appropriate rate information, MCI
-----------
will provide real-time rate quotes to callers.
4. Customer Service. Customer agrees that all customer service calls (i.e.,
----------------
billing disputes, troubles, general inquiries) shall be routed to
Customer's customer service via a Customer-provided MCI 800 number.
5. Language Assistance. Customer agrees that if, on a monthly basis, calls
--------------------
utilizing MCI Carrier Operator Services language
MCI CONFIDENTIAL
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<PAGE>
assistance exceed XXXXXXXXXXXXXXXXXXXX, Customer shall pay two times the
Tariff rate for all calls exceeding XXXXXXXXXXXXXXXXXXXX.
6. Brand. Customer agrees that it will resell MCI Carrier Operator Services
-----
in its own name only.
7. Service Delivery. Customer agrees that it will receive and deliver all MCI
----------------
Carrier Operator Services calls from/to one of the three (3) MCI automated
nodes via an MCI TDS-1.5 circuit, TDS-45 circuit or Carrier Network
Services shared access.
8. Billing. Customer agrees to be responsible for all end-user billing for
-------
operator services and further agrees that if MCI provides rating and/or
recording services for billing, Customer shall indemnify MCI to the extent
provided in Paragraph 1(i) of this Attachment 2.
9. Call Detail Records. Call Detail Records ("CDR's) for MCI Carrier Operator
-------------------
Services are available to Customer on a next day basis. Customer assumes
responsibility for pulling the CDR's from the Carrier Operator Services
Bulletin Board. Records will only be posted to the bulletin board for ten
(10) days from the date of call.
10. Forecasting. Customer agrees to provide a written monthly forecast for
-----------
automated and live MCI Carrier Operator Services to be received by MCI no
later than ten (10) days prior to the beginning of each month.
11. Force Majeure. If because of force majeure, MCI is unable wholly or in
-------------
part to carry out any of its obligations under this Attachment 2 for a
period of up to five (5) days, such obligations shall be suspended for the
duration of the event of force majeure. During the continuance of such
force majeure, MCI shall incur no liability by reason of its failure to
perform the obligation so suspended, provided, however, that the disabling
effect of such force majeure shall be eliminated as soon as and to the
extent reasonably possible. The term "force majeure" as used herein shall
include switch, radio or cable failure, cable cut caused by a
MCI CONFIDENTIAL
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<PAGE>
party other than MCI or its agents, acts of God, riots, insurrection, war,
labor dispute of third parties other than MCI or its agents, fire, flood,
explosion, orders or acts of military or civil authority, and any other
cause beyond MCI's reasonable control.
-6-
<PAGE>
EXHIBIT A
TO ATTACHMENT 2
LEC'S ELIGIBLE FOR CNS OPERATOR SERVICES RATES
<TABLE>
<S> <C>
Ace Telephone Association Houston, TX
ALLTEL Corp. Little Rock, AR
Ameritech Corp. Chicago, IL
Atlantic Telephone Membership Corp. Shallotte, NC
Bell Atlantic Corp. Philadelphia, PA
BellSouth Corp. Atlanta, GA
Ben Lomand Rural Telephone Coop., Inc. McMinnville, TN
Brandenburg Telephone Co., Inc. Brandenburg, KY
Buffalo Valley Telephone Co. Lewisburg, PA
C-TEC Corp. Wilkes-Barre, PA
Century Telephone Enterprises, Inc. Monroe, LA
Chillicothe Telephone Co. Chillicothe, OH
Cincinnati Bell Telephone Co. Cincinnati, OH
Citizens Utilities Co. Stamford, CT
Clifton-Forge-Waynesboro Telephone Co. Staunton, VA
Coastal Utilities, Inc. Hinesville, GA
Conestoga Telephone & Telegraph Co. Birdsboro, PA
Denver & Ephrata Telephone & Telegraph Ephrata, PA
East Ascension Telephone Co., Inc. Gonzales, LA
Eastex Telephone Coop., Inc. Henderson, TX
Ellensburg Telephone Co., Inc. Ellensburg, WA
Farmers Telephone Coop., Inc. Kingstree, SC
Fort Bend Telephone Co., Inc. Rosenburg, TX
Grand River Mutual Telephone Corp. Princeton, MO
Great Plains Communications, Inc. Blair, NE
GTE Corp. (U.S. Only) Irving, TX
Guadalupe Valley Telephone Coop., Inc. New Braunfels, TX
Gulf Telephone Co. Foley, AL
Hargray Telephone Co., Inc. Hilton Head, SC
Highland Telephone Coop., Inc. Sunbright, TN
Horry Telephone Cooperative, Inc. Conway, SC
Illinois Consolidated Telephone Co. Mattoon, IL
Kerrville Telephone Co. Kerrville, TX
Lancaster Telephone Co. Lancaster, SC
Lexington Telephone Co. Lexington, NC
Lincoln Telephone & Telegraph Co. Lincoln, NE
</TABLE>
MCI CONFIDENTIAL
<PAGE>
<TABLE>
<S> <C>
Lufkin-Conroe Telephone Exchange Lufkin, TX
Mankato Citizens Telephone Co. Mankato, MN
Matanuska Telephone Association, Inc. Palmer, AK
Mid-Plains Telephone Inc. Middletown, WI
Millington Telephone Co., Inc. Millington, TN
North Pittsburgh Telephone Co. Gibsonia, PA
North State Telephone Co. High Point, NC
NYNEX Corp. New York, NY
Ogden Telephone Co. Spencerport, NY
Pacific Telesis Group San Francisco, CA
Pioneer Telephone Co., Inc. Kingfisher, OK
PTI Communications, Inc. Vancouver, WA
Rochester Telephone Corp. Rochester, NY
Rock Hill Telephone Co. Rock Hill, SC
Roseville Telephone Co. Roseville, CA
Shenandoah Telephone Co. Edinburg, VA
Smithville Telephone Co., Inc. Ellettsville, IN
South Central Rural Telephone
Coop Corp. Inc. Glasgow, KY
Southern New England Telephone Co. New Haven, CT
Southwestern Bell Corp. San Antonio, TX
Sprint Corp. Westwood, KS
St. Joseph Telephone & Telegraph Co. Port St. Joe, FL
Standard Telephone Co. Cornelia, GA
Taconic Telephone Corp. Chatham, NY
Telephone & Data Systems, Inc. Chicago, IL
Telephone Electronics Corp. Jackson, MS
The Concord Telephone Co. Concord, NC
The Woodbury Telephone Co. Woodbury, CT
Twin Lakes Telephone Coop. Gainesboro, TN
U.S. West Communications Englewood, CO
Warwick Valley Telephone Co. Warwick, NY
Wood County Telephone Co. Wisconsin Rapids, WI
Yadkin Valley Telephone Membership Corp. Yadkinville, NC
</TABLE>
MCI CONFIDENTIAL
<PAGE>
ATTACHMENT 3
LETTER OF AGENCY
----------------
ATTENTION: Concerned Local Operating Companies, AT&T and other Common Carriers
and All Equipment Vendors
The undersigned appoints MCI Telecommunications Corporation or any of its
affiliated companies ("MCI") as agent for the purpose of ordering, in connection
with MCI's provision of service to the undersigned, changes in and/or
maintenance on specific telecommunications service that you provide to the
undersigned including, without limitation, removing, adding to or rearranging
such telecommunications service.
You are hereby released from any and all liability for making pertinent
information available to MCI and for following MCI's instructions with respect
to any changes to or maintenance on the undersigned's telecommunications
service. You may deal directly with MCI on all matters pertaining to
telecommunications service and should follow instructions with respect thereto.
This authorization will remain in effect until modified or rescinded in writing
by the undersigned.
Signed this _______ day of ___________, 19___.
BY:
- -----------------------------
Authorized Customer Signature
- -----------------------------
Title
- -----------------------------
Company Name
MCI CONFIDENTIAL
<PAGE>
EXHIBIT A
CALL TRAFFIC RECORDS
A. Call Detail Records
Customer may select between weekly magnetic tapes or daily files to receive call
detail record ("CDR(s)") information and may also choose to receive monthly
magnetic tapes. Customer may choose ONE of these options (weekly magnetic tapes
or daily files), but not both, by providing MCI written notice thereof.
Customer may change the selected option during the Service Term of the Agreement
by providing MCI with ninety (90) days prior written notice. Daily CDRs are
available only for Carrier Network Service Interstate, Intrastate and
International Outbound usage. Weekly and monthly magnetic tapes are available
for Carrier Network Services Interstate, Intrastate and International Outbound
and Inbound usage. If CDRs are made available by MCI on a more frequent basis
or in a different format, Customer shall be entitled to receive CDRs in such
manner, under such terms and conditions as MCI may impose with respect to such
newly available frequency of delivery or format.
The above tapes and files shall be provided to Customer in MCI format and at
applicable Tariff and state tariff rates. MCI makes no guarantee that such tape
or file is compatible with any billing systems Customer may choose to use.
Further, MCI assumes no obligation to conform the magnetic tape or file format
to become compatible with any billing system of Customer or Customer's billing
agent.
B. Weekly Magnetic Tapes
Customer may receive CDRs from MCI on a weekly basis via magnetic tape in the
same record layout format as the MCI monthly billing magnetic tape.
Weekly magnetic tapes consist of and feature the following:
1. Customer shall receive one magnetic tape for each of the following
products: Carrier Network Services Interstate, Intrastate and
International Outbound; Carrier Network
MCI CONFIDENTIAL
A-1
<PAGE>
Services Interstate, Intrastate and International Inbound; and Operator
Services. MCI will use reasonable efforts to provide this tape(s) to Customer
one (1) week after the usage occurs. The traffic period contained in the
magnetic tape varies in accordance to the type of usage as stated in the table
below:
<TABLE>
<CAPTION>
TYPE OF USAGE CALL TRAFFIC PERIOD
------------- -------------------
<S> <C>
Outbound Saturday through Friday
Inbound Friday through Thursday
Calling Card Wednesday through Tuesday
</TABLE>
Due to timing of the extract, the tape may not contain complete data for the
week. The remaining data for such days will be contained in the following
week's tape.
2. Based on the nature of weekly magnetic tape processing, traffic may be
in "Error Suspense", defined as the failure to process a record due to lack of
current account information. Error Suspense is due to (a) the timeliness of
order entry reference file extracts and (b) traffic rate table updates.
Normal Error Suspense accounts for approximately one percent (1%) of total
traffic for a given week and will appear on a later tape with the original date
of the call specified.
3. For invoicing cycles ending mid-week (i.e. the 31st day of the month is
a Wednesday), two (2) magnetic tapes will be generated for that week; one for
the traffic for the prior month's invoicing cycle and one for traffic for the
current invoicing period. This will allow Customer to reconcile the weekly
tapes to its monthly invoice.
4. Each new ANI may incur up to a two (2) week delay prior to appearing in
the weekly magnetic tape process. MCI order entry file updates occur on the
first (1st) and fifteenth (15th) of each month and produce extracts to weekly
magnetic tape processes. For example, ANIs installed May 20, will not appear on
the weekly magnetic tape until after May 30.
5. The weekly magnetic tape service is a value-added product and is
provided for fraud detection purposes only.
MCI CONFIDENTIAL
A-2
<PAGE>
MCI shall have no obligation to research or track any discrepancies between
monthly magnetic tape and the weekly call detail records (but MCI may elect
to do so, in its sole discretion).
6. MCI will use the monthly magnetic tape to invoice Customer.
7. Customer is responsible for paying the monthly invoice in full
inaccordance with the terms specified in this Agreement, regardless of any
discrepancies between the monthly invoice and the weekly magnetic tapes.
C. Daily CDRs
Daily CDRs are only available for outbound usage. The daily CDR feature will be
unedited by MCI's billing system and unaudited by MCI's billing center to
ensure timeliness of delivery. MCI will not be liable to Customer for any errors
or inaccuracies contained in the daily CDRs.
1. Daily CDRs are prepared as follows:
(a) An extract is taken of calls from MCI's call processing system
prior to monthly invoice preparation and MCI will use reasonable efforts to
provide the tape to Customer within forty-eight hours after traffic is
created (ie, calls that are placed Monday will be in the file sent on
Wednesday, although calls made early Monday may appear in Tuesday's file).
(b) Files will be received seven (7) days per week at a time to be
mutually determined by the parties.
(c) Two (2) data delivery options will be available for selection by
Customer based on Customer's forecasted volume. Any and all expenses
incurred to set up any dedicated line, hardware, software or other
equipment that may be required for data delivery shall be paid by the
Customer.
MCI CONFIDENTIAL
A-3
<PAGE>
2. MCI does not assume responsibility for failures in delivery of CDR data
which are caused by Customer's billing and customer premise equipment. MCI will
store files for up to fourteen (14) days in case a retransmission is requested,
after which all files will be purged.
3. Due to Error Suspense, as defined in paragraph B.2, not all calls will
necessarily appear on the file specific to their date; calls may actually appear
on a later file but the call will retain the original date.
4. Customer understands that daily CDR delivery is subject to the following:
(a) The record format will be identical to monthly magnetic tape except
that it will not contain the amount charged for the call.
(b) Daily CDRs will not always correspond with the monthly file for the
following reasons:
(i) records do not complete the full billing process and may get dropped
as "unbillable" when the full billing process is completed.
(ii) Error Suspense, as defined in paragraph B.2, could result in calls
from previous dates being delivered in daily files. Normal Error Suspense
accounts for approximately one percent (1%) of total traffic.
(iii) calls can be recycled for ninety (90) days until they are either
invoiced or dropped in the invoice editing process.
(c) Call traffic can experience up to a two (2) week delay prior to
appearing in the daily file process. This only occurs when ANI's added to a new
account or Corporate ID which has been established within two weeks of when the
ANI was tied to this new account via MCI's order entry system.
(d) File creation is time driven (i.e., data is distributed at
approximately the same time each day
MCI CONFIDENTIAL
A-4
<PAGE>
regardless of whether all files have been received from all data centers).
Therefore, some files on given days could be incomplete with the remainder of
data received on the following day's file. The file header shall indicate if all
data was obtained from each of the three (3) MCI data centers.
(e) MCI shall have no obligation to research or track any discrepancies
between the daily and monthly files. Customer shall pay pursuant to the monthly
invoice, regardless of any discrepancies between the monthly invoice and the
daily files.
MCI CONFIDENTIAL
A-5
<PAGE>
EXHIBIT B
CNS NON-DEDICATED OUTBOUND INTRASTATE RATES
-------------------------------------------
Day Non-Day
Alabama XXXXXXXX XXXXXXXX
Arizona XXXXXXXX XXXXXXXX
Arkansas XXXXXXXX XXXXXXXX
California XXXXXXXX XXXXXXXX
Colorado XXXXXXXX XXXXXXXX
Connecticut XXXXXXXX XXXXXXXX
Delaware XXXXXXXX XXXXXXXX
Florida XXXXXXXX XXXXXXXX
Georgia XXXXXXXX $XXXXXXX
Idaho XXXXXXXX XXXXXXXX
Illinois XXXXXXXX XXXXXXXX
Indiana XXXXXXXX XXXXXXXX
Iowa XXXXXXXX XXXXXXXX
Kansas XXXXXXXX XXXXXXXX
Kentucky XXXXXXXX XXXXXXXX
Louisiana XXXXXXXX XXXXXXXX
Maine XXXXXXXX XXXXXXXX
Maryland XXXXXXXX XXXXXXXX
Massachusetts XXXXXXXX XXXXXXXX
Michigan XXXXXXXX XXXXXXXX
Minnesota XXXXXXXX XXXXXXXX
Mississippi XXXXXXXX XXXXXXXX
Missouri XXXXXXXX XXXXXXXX
Montana XXXXXXXX XXXXXXXX
Nebraska XXXXXXXX XXXXXXXX
Nevada XXXXXXXX XXXXXXXX
New Hampshire XXXXXXXX XXXXXXXX
New Jersey XXXXXXXX XXXXXXXX
New Mexico XXXXXXXX XXXXXXXX
New York XXXXXXXX XXXXXXXX
North Carolina XXXXXXXX XXXXXXXX
North Dakota XXXXXXXX XXXXXXXX
Ohio XXXXXXXX XXXXXXXX
Oklahoma XXXXXXXX XXXXXXXX
Oregon XXXXXXXX XXXXXXXX
Pennsylvania XXXXXXXX XXXXXXXX
Rhode Island XXXXXXXX XXXXXXXX
South Carolina XXXXXXXX XXXXXXXX
South Dakota XXXXXXXX XXXXXXXX
Tennessee XXXXXXXX XXXXXXXX
Texas XXXXXXXX XXXXXXXX
MCI CONFIDENTIAL
B-1
<PAGE>
<TABLE>
<S> <C> <C>
Utah XXXXXXXX XXXXXXXX
Vermont XXXXXXXX XXXXXXXX
Virginia XXXXXXXX XXXXXXXX
Washington XXXXXXXX XXXXXXXX
West Virginia XXXXXXXX XXXXXXXX
Wisconsin XXXXXXXX XXXXXXXX
Wyoming XXXXXXXX XXXXXXXX
</TABLE>
MCI CONFIDENTIAL
B-2
<PAGE>
EXHIBIT C
CNS NON-DEDICATED INBOUND INTRASTATE RATES
------------------------------------------
<TABLE>
<CAPTION>
Day Non-Day
--- -------
<S> <C> <C>
Alabama XXXXXXXX XXXXXXXX
Arizona XXXXXXXX XXXXXXXX
Arkansas XXXXXXXX XXXXXXXX
California XXXXXXXX XXXXXXXX
Colorado XXXXXXXX XXXXXXXX
Connecticut XXXXXXXX XXXXXXXX
Delaware XXXXXXXX XXXXXXXX
Florida XXXXXXXX XXXXXXXX
Georgia XXXXXXXX XXXXXXXX
Idaho XXXXXXXX XXXXXXXX
Illinois XXXXXXXX XXXXXXXX
Indiana XXXXXXXX XXXXXXXX
Iowa XXXXXXXX XXXXXXXX
Kansas XXXXXXXX XXXXXXXX
Kentucky XXXXXXXX XXXXXXXX
Louisiana XXXXXXXX XXXXXXXX
Maine XXXXXXXX XXXXXXXX
Maryland XXXXXXXX XXXXXXXX
Massachusetts XXXXXXXX XXXXXXXX
Michigan XXXXXXXX XXXXXXXX
Minnesota XXXXXXXX XXXXXXXX
Mississippi XXXXXXXX XXXXXXXX
Missouri XXXXXXXX XXXXXXXX
Montana XXXXXXXX XXXXXXXX
Nebraska XXXXXXXX XXXXXXXX
Nevada XXXXXXXX XXXXXXXX
New Hampshire XXXXXXXX XXXXXXXX
New Jersey XXXXXXXX XXXXXXXX
New Mexico XXXXXXXX XXXXXXXX
New York XXXXXXXX XXXXXXXX
North Carolina XXXXXXXX XXXXXXXX
North Dakota XXXXXXXX XXXXXXXX
Ohio XXXXXXXX XXXXXXXX
</TABLE>
MCI CONFIDENTIAL
C-1
<PAGE>
<TABLE>
<S> <C> <C>
Oklahoma XXXXXXXX XXXXXXXX
Oregon XXXXXXXX XXXXXXXX
Pennsylvania XXXXXXXX XXXXXXXX
Rhode Island XXXXXXXX XXXXXXXX
South Carolina XXXXXXXX XXXXXXXX
South Dakota XXXXXXXX XXXXXXXX
Tennessee XXXXXXXX XXXXXXXX
Texas XXXXXXXX XXXXXXXX
Utah XXXXXXXX XXXXXXXX
Vermont XXXXXXXX XXXXXXXX
Virginia XXXXXXXX XXXXXXXX
Washington XXXXXXXX XXXXXXXX
West XXXXXXXX XXXXXXXX
Virginia
Wisconsin XXXXXXXX XXXXXXXX
Wyoming XXXXXXXX XXXXXXXX
</TABLE>
MCI CONFIDENTIAL
C-2
<PAGE>
EXHIBIT D
CNS INTERNATIONAL OUTBOUND RATES
--------------------------------
Country Code Rate/Minute
XXXXXXXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXXXX XXX XXXXXX
XXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXX XXX XXXXXX
XXXXX XXX XXXXXX
XXXXX XXX XXXXXX
XXXXXXXXXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXXXXXX XXX XXXXXX
XXXXXXXXXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXXXXXXXX XXX XXXXXX
XXXXX XXX XXXXXX
XXXXX XXX XXXXXX
XXXXXXXX XXX XXXXXX
XXXXXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXXX XXX XXXXXX
XXXXXXXXXXXXXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
XXXXXXXXX XXX XXXXXX
XXXXXXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXXXXX XXX XXXXXX
MCI CONFIDENTIAL
D-1
<PAGE>
<TABLE>
<S> <C> <C>
XXXXXXXXXXX XXX XXXXXX
XXXXXXXXXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXX XXX XXXXXX
XXXXXX XXX XXXXXX
XXXXXXXXXX XXX XXXXXX
XXXXXXXXXXXXX XXX XXXXXX
XXXXXXXXX XXX XXXXXX
XXXXXXXXXXXX XXX XXXXXX
XXXXX XXX XXXXXX
XXXXXXXXX XXX XXXXXX
XXXXXXXXX XXX XXXXXX
XXXXXXXXXXX XXX XXXXXX
XXXXXXXXXXXXXXX XXX XXXXXX
XXXXXXXXX XXX XXXXXX
</TABLE>
MCI CONFIDENTIAL
D-2
<PAGE>
EXHIBIT E
CNS INTERNATIONAL OUTBOUND RATES
--------------------------------
- --------------------------------------------------------------------------------
PEAK OFF-PEAK
------------------------------------------------------
COUNTRY 1st XX Add'l 1st XX Add'l
Secs X Secs Secs X Secs
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
MCI CONFIDENTIAL
E-1
<PAGE>
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXX XXXXXX XXXXXX XXXXXX XXXXXX
- --------------------------------------------------------------------------------
E-2
<PAGE>
EXHIBIT F
SCHEDULE A
PER MINUTE SURCHARGE
<TABLE>
<CAPTION>
Telco Region Originating Terminating
- ------------ ----------- -----------
<S> <C> <C>
Southwestern Bell Territory XXXXXX XXXXXX
Bell South Territory XXXXXX XXXXXX
Pac Bell Territory XXXXXX XXXXXX
US West Territory XXXXXX XXXXXX
Ameritech Territory XXXXXX XXXXXX
NYNEX Territory XXXXXX XXXXXX
Bell Atlantic Territory XXXXXX XXXXXX
</TABLE>
SCHEDULE B
TELCO REGIONS
<TABLE>
<CAPTION>
Southwestern Bell Territory
---------------------------
State Company
----- -------
<S> <C>
Arkansas Century
Arkansas Mountain Home
Kansas Pioneer
Missouri Fidelity
Missouri Lissouri Tel
Oklahoma Pioneer
Texas Sugarland
Texas San Marcos
Texas Eastex
Texas Etex
Texas Forth Bend
Texas Guadalupe
Texas Hill Country
Texas Kerrville
Texas Lufkin Conroe
</TABLE>
MCI CONFIDENTIAL
F-1
<PAGE>
<TABLE>
<CAPTION>
Bell South Territory
--------------------
State Company
----- -------
<S> <C>
Alabama Gulf
Alabama Monroeville
Alabama Peoples
Alabama Southland
Alabama GTE South
Mississippi Home
N. Carolina Citizen
N. Carolina Concord
N. Carolina GTE South
N. Carolina Heins
N. Carolina Lexington
N. Carolina North State
N. Carolina Skyline
N. Carolina Star Tel
N. Carolina Surry
N. Carolina AllTel of KY
Florida St. Joseph Tel
Florida Centel of FL
Florida United of FL
Florida GTE South
Georgia Coastal Utilities
Georgia Standard
Georgia AllTel of GA
Kentucky AllTel of KY
Kentucky Bandenburg
Kentucky Foothills Rural
Kentucky Mountain Rural
Kentucky South Central Rural
Kentucky West KY Rural
Kentucky GTE South
Louisiana Central LA
Louisiana Coastal Tel. & Elec.
Louisiana East Ascension
Louisiana Lafourche
Louisiana Evangeline
S. Carolina Chester Tel
S. Carolina Farmers Tel
S. Carolina Fort Mill
</TABLE>
MCI CONFIDENTIAL
F-2
<PAGE>
S. Carolina Hargray Tel
S. Carolina Home
S. Carolina Lancaster Tel
S. Carolina Rock Hill
S. Carolina GTE South
Tennessee Ben Lomand Rural
Tennessee Concord Tel
Tennessee Dekalb
Tennessee Millington
Tennessee N. Central Rural
Tennessee Twin Lakes Tel
PacBell Territory
-----------------
State Company
----- -------
California Citizens Telecom
California Sierra Tel
California Roseville Tel
Nevada Mid America
Nevada Great Plains Tel
US West Territory
-----------------
State Company
----- -------
Iowa Northwest Iowa
Iowa Jefferson Tel
Iowa Iowa Network
Iowa South Slope Tel
Minnesota Minn. Equal Access
Minnesota Mankato Citizens Tel
Minnesota East Otter Tail
South Dakota Brookings Municipal
Washington Pacific Telecom
Washington Ellensburg Tel
MCI CONFIDENTIAL
F-3
<PAGE>
<TABLE>
<CAPTION>
Ameritech Territory
-------------------
State Company
----- -------
<S> <C>
Illinois Harrisonville
Illinois Illinois Consolidated
Illinois Mt. Pulaski
Indiana NW Indiana Tel
Michigan CC&S Telephone
Michigan Century of Michigan
Michigan Climax Tel
Ohio Champaign Tel
Ohio Chilicothe
Wisconsin Century of Wisconsin
Wisconsin Mid-Plaines Tel
Wisconsin Monroe County
Wisconsin Norhtwest Tel
Wisconsin Solon Springs
Wisconsin Urban Tel
Wisconsin Wood County Tel
<CAPTION>
NYNEX Territory
---------------
State Company
----- -------
<S> <C>
Maine Island Tel
Maine Hampden Tel
Maine Hartland
Maine St. Albany's Tel
Maine Somerset Tel
Maine Warren Tel
Maine West Penobscot
New Hampshire Chichester Tel
New Hampshire Keasarge Tel
New Hampshire Meriden Tel
Vermont Ludow Tel
Vermont Northfield Tel
Vermont Perkinsville Tel
New York Ausable Valley Tel
New York Edwards Tel
New York Citizens
</TABLE>
MCI CONFIDENTIAL
F-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
New York Highland Tel, NY
New York Oriskany Falls Tel
New York Port Byron Tel
New York Rochester Tel
New York Seneca-Gorham Tel, NY
New York Sylvan Lake NY
<CAPTION>
Bell Atlantic Territory
-----------------------
State Company
----- -------
<S> <C>
New Jersey United Tel
Pennsylvania Breezewood Tel
Pennsylvania Brookville Tel
Pennsylvania Canton Telephone
Pennsylvania Enterprise Tel
Pennsylvania GTE of PA
Pennsylvania Contel of PA
Pennsylvania Alltel Penna Inc
Pennsylvania Lakewood Rural
Pennsylvania Murrysville Tel
Pennsylvania Oswayo River Tel
Pennsylvania Quaker State Tel
Pennsylvania Sugar Valley Tel
Pennsylvania United Tel of PA
Virginia Amellia Tel Corp
Virginia Contel VA
Virginia VA Hot Springs
Virginia Central Tel of VA
West Virginia Mountain State Tel
West Virginia Inter Mountain Telco WV
Virginia GTE South
</TABLE>
MCI CONFIDENTIAL
F-5
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EXHIBIT G
RELI
Customer and MCI will work together to implement Reseller Enhanced LEC Interface
Service ("RELI") that facilitates Customer's PIC changes at the appropriate LEC
in accordance with the respective responsibilities outlined in this Exhibit.
Customer understands and agrees that MCI will establish a reasonable
implementation schedule based on MCI's receipt and processing of all required
paperwork and the number of other pending RELI installs. Therefore, immediate
implementation of RELI may not be available and Customer will be advised of
MCI's expected implementation schedule. MCI shall provide RELI only for ANI's on
MCI Carrier Network Services.
PRICING
1. Customer shall pay MCI an initial non-recurring charge of XXX XXXXXXXX
XXXXXXXXXXXXXXXX and a monthly recurring charge based on Customer's monthly
usage of MCI Carrier Network Services, determined as follows:
Monthly Usage of MCI Monthly
Carrier Network Services Recurring Charge
------------------------ ----------------
XXXXXXXXXXXXXXXXXXX XXXXXX
XXXXXXXXXXXXXXXXXXX XXXXXX
XXXXXXXXXXXXXXXXXXX XXXXXX
XXXXXXXXXXXXXXXXXXX XXXXXX
XXXXXXXXXXXXXXXXXXX XXXXXX
XXXXXXXXXX XXXXXX
The above charges are only for ANI's provisioned on MCI's CNS platform via
RELI. These charges are exclusive of any applicable charges for LEC
services.
2. The charges set forth in Paragraph 1, above, are for RELI via Network Data
Mover transmission to one or more of the following Bell Operating Companies
("BOC's") or major independent telephone companies ("ITC's") (hereinafter
BOC's
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and ITC's shall be called "LECs"). For MCI provided RELI to these LECs,
Network Data Mover transmission must be used:
XXXXXXXXXX XXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX
XXXXXXXXXX XXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX
XXXXXXXXXX XXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX
XXXXXXXXXX XXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX
XXXXXXXXXX XXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX
Customer understands and agrees that it will be fully responsible for
any set-up fees associated with its receipt of service hereunder that are
charged by the companies listed in Paragraph 2.
3. For those LEC's not listed in Paragraph 2, Customer may receive RELI
Service via magnetic tape, fax or paper transmission.
4. Customer will provide at its expense its own internal hardware and software
needed for MCI RELI.
5. Customer understands that the pricing set forth above applies solely to ANI
loading to CICs which are routed to MCI and includes retransmission of ANIs
rejected by a LEC. The above pricing does not apply to non-MCI CNS ANIs.
CUSTOMER RESPONSIBILITIES
- - Customer will be responsible for providing MCI with all necessary end user
information to process all PIC install/change requests. This information
includes, but is not limited to:
. End User Name
. End User Address
. End User Working Telephone Number (WTN)
. End User Billing Telephone Number (BTN)
. Service Request (i.e., 1+, 800 etc.)
- - Customer will handle rejects from the front-end edits made by MCI prior to
the order being sent to the LEC or SMS.
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- - Customer will work with MCI to outline all technical interfaces between
Customer and MCI. Customer will provide a detailed overview of its
systems and processes to MCI.
- - Customer will be responsible for reconciliation of ANIs in its database
against ANI information provided by MCI to Customer.
- - Customer will be responsible for resolving all records rejected by the
LECs and for informing MCI of the resolution.
- - Customer will be responsible for payment of all charges imposed by the
LECs for processing records, including but not limited to all PIC fees
and account maintenance charges.
- - Customer will provide MCI with quarterly forecasts of its CNS outbound
and inbound minutes of use. Such statistical information will be
detailed at the NPA or serving area level.
- - Customer will obtain, complete and deliver all documentation required to
establish communications with each LEC.
- - Customer will provide MCI with a complete and prioritized list specifying
the LECs with which Customer wants MCI to establish service hereunder.
- - Customer will be responsible for updating, storing and maintaining its
files after they have been received from MCI via "CarrierBase", the
front-end Guided User Interface used by MCI Carrier Order Entry Hub to
process orders.
- - If Customer experiences problems with data received hereunder, Customer
is responsible for contacting the Carrier Order Entry Hub to initiate re-
delivery of the data.
- - After RELI is tested and implemented for the Customer to a particular
LEC, Customer will utilize RELI for all PIC requests relating to MCI CNS
ANIs.
- - Once Customer starts using RELI for a particular LEC, Customer can only
submit PIC request via RELI to that LEC.
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The LEC's only allow one medium and source of transmission for PIC
provisioning. Therefore customers that perform PIC provisioning for
ANI's on their facilities-based network cannot use RELI for CNS PIC
provisioning with the same LEC.
MCI RESPONSIBILITIES
- - MCI will be responsible for implementing and managing the LEC interface
process, other than Customer's internal costs incurred in performing its
responsibilities in connection with this process.
- - Order Entry processing will occur in MCI's Carrier Order Entry Hub in
Atlanta.
- - MCI's Carrier Order Entry Hub will notify Customer of any MCI, Third
Party Vendor, or LEC system impairments or limitations. MCI and Third
Party Vendor system impairments or limitations will be communicated to
Customer within forty-eight (48) hours of the occurrence. LEC system
impairments or limitations will be communicated within forty-eight (48)
hours of receipt of MCI notification. Customer understands and agrees
that MCI has no liability for delayed network data mover transmissions
resulting from any MCI, Third Party Vendor or LEC system impairments or
limitations.
- - MCI will provide Customer the following reports via electronic mail:
Report Time Interval
------ -------------
Pending BOC Action Weekly
Aged Reject Report Weekly
- - MCI CarrierBase will maintain copies of LEC interaction services files
for up to five (5) business days after they are sent to Customer. All
such files will be purged by MCI after five (5) business days. MCI will
respond to any requests for file transmission received within such (5)
business day period within forty eight (48) hours of MCI's receipt of
the request.
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EXHIBIT H
MCI FEATURE CARD SERVICE AND
ASSOCIATED FEATURE SERVICES DISCOUNT
A. MCI Feature Card Service (Option T).
When used under this Paragraph A, MCI Feature Card Service shall refer to
such service only as accessed by dialing the unique 800 access number
assigned by MCI to the MCI Feature Card Service.
1) For domestic (i.e., within the U.S., but excluding Alaska,
Hawaii, Puerto Rico and the U.S. Virgin Islands) interstate usage of MCI
Feature Card (exclusive of monthly recurring charges, taxes, surcharges,
installation charges, MCI Feature Card surcharges, Directory Assistance
charges, charges for local access/egress services or facilities, and
enhanced feature charges associated with MCI Feature Card Service),
Customer shall pay a postalized rate of XXXXXXX per minute.
2) For international usage of MCI Feature Card (exclusive of monthly
recurring charges, taxes, surcharges, installation charges, MCI Feature
Card surcharges, Directory Assistance charges, charges for local
access/egress services or facilities, and enhanced feature charges
associated with MCI Feature Card Service), Customer shall pay standard
tariff rates for MCI Feature Card Services in each applicable MCI tariff
less a discount of XXXXXXXXXXXXXXXXXXXXXXXXX. This discount is not
applicable to any surcharges or feature charges.
3) For domestic intrastate usage of MCI Feature Card (exclusive of
monthly recurring charges, taxes, surcharges, installation charges, MCI
Feature Card surcharges, Directory Assistance charges, charges for local
access/egress services or facilities, and enhanced feature charges
associated with MCI Feature Card Service), Customer shall pay standard
tariff rates for MCI Feature Card Service in each applicable MCI state
tariff. Customer will receive a credit of XXX of
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Customer's domestic intrastate usage of MCI Feature Card under the applicable
state tariff. This credit shall be applied to Customer's domestic interstate and
international monthly usage. Such credits will not exceed the amount of
Customer's interstate and international usage and any credit that is not applied
in the month accrued will expire and not be carried forward.
4) The following MCI Feature Card surcharges shall be charged on all direct
dial MCI Feature Card calls.
<TABLE>
<CAPTION>
Direct
From To Dial
- ---- -- ----
<S> <C> <C>
United States U.S., Puerto Rico
("U.S.") U.S. Virgin Islands,
Alaska and Hawaii XXXXXX
U.S. U.S., within same State
(domestic intrastate) XXXXXX
Puerto Rico U.S. XXXXXX
U.S. Virgin U.S. XXXXXX
Islands
U.S., Puerto Rico Canada
and U.S. Virgin
Islands XXXXXX
U.S., Puerto Rico International Locations
and U.S. Virgin Other than Canada XXXXXX
Islands
Canada U.S., Puerto Rico and
U.S. Virgin Islands XXXXXX
Canada International Locations XXXXXX
</TABLE>
5) The above discounts for MCI Feature Card Service are in lieu of any
Tariff discounts including, without limitation, the discounts for MCI Feature
Card Service
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available under MCI VIP, MCI VIP Plus, MCI MOD and MCI CAS Service.
6) For MCI Feature Card Service, Customer shall pay MCI for the
fulfillment costs associated with Customer's usage of MCI Feature Card
Service, plus an administrative charge for handling fulfillment in an
amount equal to XXXXXXXXXXXXXXXXXXXXX of the fulfillment costs.
7) For MCI Feature Card Service, MCI shall provide the fraud
detection procedures set forth in Exhibit I, attached hereto and
incorporated herein by reference. Customer shall be responsible for all
fraud associated with its usage of MCI Feature Card Service, except as set
forth in Exhibit I.
B. Discounts on Non-Tariffed Feature Services.
1) Customer will be entitled to the following applicable incremental
discounts on Customer's usage of non-tariffed Card Feature Services (MCI
Messenger Service, *3 Flexible Routing for Voice Mail, Voice News Network
and Speed Dialing) as determined by Customer's Non-Tariffed Feature
Services Monthly Usage (as defined below):
<TABLE>
<CAPTION>
Non-Tariffed
Feature Services
Monthly Usage Discount
------------- --------
<S> <C>
XXXXXXXXXXXXXXXXXXX XXXX
XXXXXXXXXXXXXXXXXXX XXXX
XXXXXXXXXXXXXXXXXXX XXXX
XXXXXXXXXXXXXXXXXXX XXXX
XXXXXXXXXXXXXXXXXXX XXXX
XXXXXXXXXXXXXXXXXXX XXXX
XXXXXXXXX XXXX
</TABLE>
The above discounts shall apply only to Customer's usage of non-tariffed
Feature Services provided pursuant to MCI's standard terms and conditions
for such services, but not to charges for installation, taxes or
surcharges, and charges
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for local access/egress services or facilities associated with non-tariffed
Feature Services.
2) Non-Tariffed Feature Services Monthly Usage shall mean Customer's
monthly combined recurring and usage charges for non-tariffed Feature
Services at standard pricing but not including taxes (and gross receipts
taxes), surcharges, and any charges for MCI Tariff or state tariff
services.
C. Discounts on Tariffed Feature Services.
1) Customer will be entitled to the following applicable incremental
discounts on Customer's usage of tariffed Card Feature Services (i.e.,
conference calling) as determined by Customer's Tariffed Feature Services
Monthly Usage (as defined below):
Tariffed
Feature Services
Monthly Usage Discount
------------- --------
XXXXXXXXXXXXXXXXXXX XXXXX
XXXXXXXXXXXXXXXXXXX XXXXX
XXXXXXXXXXXXXXXXXXX XXXXX
XXXXXXXXXXXXXXXXXXX XXXXX
XXXXXXXXXXXXXXXXXXX XXXXX
XXXXXXXXXXXXXXXXXXX XXXXX
XXXXXXXXXX XXXXX
The above discounts shall apply only to Customer's usage of tariffed
Feature Services provided pursuant to MCI's standard terms and conditions
for such services, but not to charges for installation, taxes or
surcharges, and charges for local access/egress services or facilities
associated with tariffed Feature Services.
2) Tariffed Feature Services Monthly Usage shall mean Customer's
monthly combined recurring and usage charges for tariffed Feature Services
at standard pricing but not including taxes (and gross receipts taxes),
surcharges, and any charges for MCI Tariff or state tariff services.
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EXHIBIT I
MCI FEATURE CARD FRAUD DETECTION PROCEDURES
====================================
All calling card calls will be validated by MCI to permit only those calls
authorized or facilitated by Excel or legitimate card holders. MCI will, at the
direction of Customer, preclude all calls utilizing expired or terminated
calling card numbers compared against an authorized list provided by Customer
and will be responsible for all fraudulent use, unauthorized use, misuse, or
abuse of calling cards occurring after MCI receives actual notice of the
expiration or termination of a calling card or receives specifically detailed
written notification concerning any card which has been lost, stolen,
compromised or which Customer has reason to believe is or may be used
fraudulently. MCI will deactivate a calling card within four (4) hours of
receipt by MCI's Consumer Markets Fraud Detection of a request by Customer.
In addition, all calling card calls will be monitored by MCI for fraudulent use,
unauthorized use, misuse or abuse on a twenty four (24) hour a day, seven (7)
days a week basis. MCI shall establish fraud prevention, detection and
minimization procedures so that fraudulent use arising from lost or stolen
calling cards and potential disruption to authorized card holders will be
minimized.
MCI will not hold the Customer responsible for "service fraud" associated with
the unauthorized use of an MCI calling card. "Service fraud" can best be
described as unauthorized use of an MCI calling card following the involuntary
theft or loss of a card which was not intentionally facilitated or impliedly
authorized by Customer or an authorized user. "Service fraud" often follows the
theft of a wallet, purse or briefcase, or sometimes is the result of "shoulder
surfing" (thieves observing/recording authorization codes) which occurs at
payphones located in airports, bus terminals, train stations and the like. MCI
shall not be responsible for losses caused by fraudulent information submitted
by a card holder in subscribing for calling card services or for usage which was
intentionally facilitated or impliedly authorized by an authorized user.
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In the event that MCI is unable to contact Customer of suspected abuse
of the calling card, in order to minimize potential abuse, MCI will deactivate
any calling card which has exceeded established fraud detection parameters or
which MCI has reason to believe is or may be used fraudulently.
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