<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
REGISTRATION NO. 333- 36683
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ITC/\DELTACOM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4813 58-2301135
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NUMBER)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION)
----------------
206 WEST NINTH STREET
WEST POINT, GEORGIA 31833
(706) 645-8990
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ANDREW M. WALKER
CHIEF EXECUTIVE OFFICER
ITC/\DELTACOM, INC.
206 WEST NINTH STREET
WEST POINT, GEORGIA 31833
(706) 645-8990
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
RICHARD J. PARRINO, ESQ. JERRY V. ELLIOTT, ESQ.
NANCY J. KELLNER, ESQ. SHEARMAN & STERLING
HOGAN & HARTSON L.L.P. 599 LEXINGTON AVENUE
555 THIRTEENTH STREET, N.W. NEW YORK, NEW YORK 10022
WASHINGTON, D.C. 20004 (212) 848-4000
(202) 637-5600
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 5,750,000 shares(1) $16.50(2) $94,875,000(2) $28,750(3)
</TABLE>
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(1) Includes 750,000 shares to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Previously paid.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 is being submitted to file as Exhibit 10.87 the MCI
Carrier Agreement, effective September 1, 1997, by and between MCI
Telecommunications Corporation and Associated Communications Companies of
America (ACCA).
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
issuance and distribution of the securities being registered hereby, other
than underwriting discounts and commissions. All amounts except the SEC
Registration Fee and the NASD Filing Fee are estimated. All of such expenses
are being borne by the Company.
<TABLE>
<S> <C>
SEC Registration Fee............................................. $28,750.00
NASD Filing Fee.................................................. 9,987.50
Nasdaq National Market Listing Fee............................... *
Blue Sky Fees and Expenses....................................... *
Accounting Fees and Expenses..................................... *
Legal Fees and Expenses.......................................... *
Printing and Engraving Expenses.................................. *
Transfer Agent Fees and Expenses................................. *
Miscellaneous.................................................... *
----------
Total.......................................................... $ 750,000
==========
</TABLE>
--------
* To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware Corporation Law, a corporation may
indemnify its directors, officers, employees and agents and its former
directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware
Corporation Law provides, however, that such person must have acted in good
faith and in a manner such person reasonably believed to be in (or not opposed
to) the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the Delaware Corporation Law does not
permit indemnification in an action or suit by or in the right of the
corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person
fairly and reasonably is entitled to indemnity for costs the court deems
proper in light of liability adjudication. Indemnity is mandatory to the
extent a claim, issue or matter has been successfully defended.
The Company's Certificate of Incorporation (the "Certificate") contains
provisions that provide that no director of the Company shall be liable for
breach of fiduciary duty as a director except for (1) any breach of the
directors' duty of loyalty to the Company or its stockholders; (2) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (3) liability under Section 174 of the DGCL; or
(4) any transaction from which the director derived an improper personal
benefit. Under the Bylaws of the Company, the Company is required to advance
expenses incurred by an officer or director in defending or participating in
any action which such director or officer is made a party to or is threatened
to be made a party to by reason of his or her serving or having served as an
officer or director if the director or officer undertakes to repay such amount
if it is determined that the director or officer is not entitled to
indemnification.
In addition, the Company intends to enter into indemnity agreements with
each of its directors pursuant to which the Company will agree to indemnify
the directors as permitted by the DGCL. The Company also intends
II-1
<PAGE>
to obtain directors and officers liability insurance against certain
liabilities, including liabilities under the Securities Act.
The Underwriting Agreement provides for indemnification by the Underwriters
of the directors, officers and controlling persons of the Company against
certain liabilities, including liabilities under the Securities Act, under
certain circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
From the Company's inception on March 24, 1997, through October 1, 1997, the
Company has issued and sold the securities described below in the following
unregistered transactions:
(1) In March 1997, the Company issued to ITC Holding, its sole
stockholder, 24,075,000 shares of Common Stock. The price per share was
$.01, for an aggregate consideration of $150,000.
(2) In March 1997, the Company granted to 29 employees of the Company and
ITC Holding, pursuant to the Stock Option Plan, stock options to purchase
an aggregate of 1,266,345 shares of Common Stock at an exercise price of
$4.49 per share.
(3) In March 1997, the Company granted to six of its directors, pursuant
to the Directors Stock Option Plan, stock options to purchase an aggregate
of 96,300 shares of Common Stock at an exercise price of $4.49 per share.
(4) In June 1997, the Company issued $200.0 million principal amount of
its 11% Senior Notes due June 2007, the net proceeds of which totaled
$192.7 million.
(5) In July 1997, the Company granted to 127 of its employees, pursuant
to the Stock Option Plan, stock options to purchase an aggregate of 168,933
shares of Common Stock at an exercise price of $4.49 per share.
(6) In October 1997, the Company granted to 51 of its employees, pursuant
to the Stock Option Plan, stock options to purchase an aggregate of 48,251
shares of Common Stock at an exercise price of $4.49 per share.
Each issuance of securities described above was made in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act as
a transaction by an issuer not involving any public offering. The recipients
of securities in each such transaction under Section 4(2) represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate
legends were affixed to the share certificates issued in such transactions.
All such recipients had adequate access, through their relationships with the
Company, to information about the Company.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
*1.1 Form of Underwriting Agreement among ITC/\DeltaCom, Inc. and the
Underwriters.
3.1 Certificate of Incorporation of ITC/\DeltaCom, Inc. (filed as Exhibit
3.1 to Registration Statement on Form S-4, as amended, File No. 333-
31361 ("Form S-4"), and incorporated herein by reference).
3.2 Bylaws of ITC/\DeltaCom, Inc. (filed as Exhibit 3.2 to Form S-4 and
incorporated herein by reference).
**4.1 Form of Common Stock Certificate of ITC/\DeltaCom, Inc.
**5.1 Opinion of Hogan & Hartson L.L.P.
10.1 Capacity Agreement dated as of February 1, 1997 between Interstate
FiberNet and Entergy Technology Company (filed as Exhibit 10.1 to
Form S-4 and incorporated herein by reference).
10.2 License Agreement dated February 1, 1997 between Interstate FiberNet
and Metropolitan Atlanta Rapid Transit Authority (filed as Exhibit
10.2 to Form S-4 and incorporated herein by reference).
10.3 Supply Agreement for Transmission Equipment dated March 26, 1993
between Interstate FiberNet and Northern Telecom, Inc. (filed as
Exhibit 10.3 to Form S-4 and incorporated herein by reference).
10.4 First Amendment to Supply Agreement for Transmission Equipment dated
as of September 9, 1993 between Interstate FiberNet and Northern
Telecom, Inc. (filed as Exhibit 10.4 to Form S-4 and incorporated
herein by reference).
10.5 Second Amendment to Supply Agreement for Transmission Equipment
dated as of January 19, 1994 between Interstate FiberNet and
Northern Telecom, Inc. (filed as Exhibit 10.5 to Form S-4 and
incorporated herein by reference).
10.6 Sixth Amendment to Supply Agreement for Transmission Equipment dated
as of November 21, 1996 between Interstate FiberNet and Northern
Telecom, Inc. (which supersedes the Third and the Fourth Amendment
to this Agreement) (filed as Exhibit 10.6 to Form S-4 and
incorporated herein by reference).
10.7 Seventh Amendment to Supply Agreement for Transmission Equipment
dated as of April 15, 1997 between Interstate FiberNet and Northern
Telecom, Inc. (which supersedes the Fifth Amendment to this
Agreement) (filed as Exhibit 10.7 to Form S-4 and incorporated
herein by reference).
10.8 Master Capacity Lease dated July 22, 1996 between Interstate
FiberNet and Intercel PCS Services, Inc. (filed as Exhibit 10.8 to
Form S-4 and incorporated herein by reference).
10.9 First Amendment to Master Capacity Lease dated as of August 22, 1996
between Interstate FiberNet and InterCel PCS Services, Inc. (filed
as Exhibit 10.9 to Form S-4 and incorporated herein by reference).
10.10 Amended and Restated Loan Agreement dated as of March 27, 1997 by
and among Gulf States Transmission Systems, Inc., the Lenders
parties thereto and NationsBank, N.A. (filed as Exhibit 10.10 to
Form S-4 and incorporated herein by reference).
10.11 Promissory Note dated March 27, 1997 between Gulf States
Transmission Systems, Inc. and NationsBank, N.A. (filed as Exhibit
10.11 to Form S-4 and incorporated herein by reference).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.12 Amended and Restated Security Agreement dated as of March 27, 1997
between Gulf States FiberNet and Gulf States Transmission Systems,
Inc. and NationsBank, N.A. (filed as Exhibit 10.12 to Form S-4 and
incorporated herein by reference).
10.13 Assignment and Assumption Agreement dated as of March 27, 1997
between Gulf States FiberNet and Gulf States Transmission Systems,
Inc. (filed as Exhibit 10.13 to Form S-4 and incorporated herein by
reference).
10.14 Term Agreement dated as of August 11, 1994 between Gulf States
FiberNet and Illinois Central Railroad Company (filed as Exhibit
10.14 to Form S-4 and incorporated herein by reference).
10.15 Revised and Restated Fiber Optic Facilities and Services Agreement
dated as of June 9, 1995 among Southern Development and Investment
Group, Inc., on behalf of itself and as agent for Alabama Power
Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company, Southern
Electric Generating Company and Southern Company Services, Inc. and
MPX Systems, Inc., which was assigned in part by MPX Systems, Inc.
to Gulf States FiberNet pursuant to an Assignment dated as of July
25, 1995 (filed as Exhibit 10.15 to Form S-4 and incorporated herein
by reference).
10.16 First Amendment to Revised and Restated Fiber Optic Facilities and
Services Agreement dated as of July 24, 1995 between Southern
Development and Investment Group, Inc. on behalf of itself and as
agent for others and MPX Systems, Inc. (filed as Exhibit 10.16 to
Form S-4 and incorporated herein by reference).
10.17 Partial Assignment and Assumption of Revised and Restated Fiber
Optic Facilities and Services Agreement dated July 25, 1995 between
MPX Systems, Inc. and Gulf States FiberNet (filed as Exhibit 10.17
to Form S-4 and incorporated herein by reference).
+10.17.1 Amendment to Revised and Restated Fiber Optic Facilities and
Services Agreement, dated July 15, 1997, by and among Southern
Development and Investment Group, Inc., on behalf of itself and its
agent for Alabama Power Company, Georgia Power Company, Gulf Power
Company, Mississippi Power Company, Savannah Electric and Power
Company, Southern Electric Generating Company and Southern Company
Services, Inc. (collectively "SES"), ITC Transmission Systems, Inc.
(as managing partner of Interstate Fibernet) and Gulf States
Transmission Systems, Inc. (filed as Exhibit 10.17.1 to Form S-4 and
incorporated herein by reference).
10.18 Consent for Assignment of Interest dated February 20, 1997 among
SCANA Communications, Inc., Gulf States FiberNet, Gulf States
Transmission Systems, Inc. and Southern Development and Investment
Groups, Inc. (filed as Exhibit 10.18 to Form S-4 and incorporated
herein by reference).
10.19 Second Partial Assignment and Assumption of Revised and Restated
Fiber Optic Facilities and Services Agreement dated March 27, 1997
between SCANA Communications, Inc. and ITC Holding Company, Inc.
(filed as Exhibit 10.19 to Form S-4 and incorporated herein by
reference).
10.20 Fiber System Lease Agreement dated January 30, 1996 between CSW
Communications, Inc. and Gulf States FiberNet (filed as Exhibit
10.20 to Form S-4 and incorporated herein by reference).
10.21 Consent for Acquisition and Assignment dated January 13, 1997
between CSW Communications, Inc. and Gulf States FiberNet (filed as
Exhibit 10.21 to Form S-4 and incorporated herein by reference).
10.22 Agreement for the Provision of Fiber Optic Services and Facilities
dated April 21, 1986 between SouthernNet, Inc. and MPX Systems, Inc.
(filed as Exhibit 10.22 to Form S-4 and incorporated herein by
reference).
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.23 First Amendment to Agreement for the Provision of Fiber Optic
Services and Facilities dated May 8, 1992 between MPX Systems, Inc.
and MCI Telecommunications Corporation (filed as Exhibit 10.23 to
Form S-4 and incorporated herein by reference).
10.24 Second Amendment to Agreement for the Provision of Fiber Optic
Services and Facilities dated January 30, 1996 between MPX Systems,
Inc. and MCI Telecommunications Corporation (filed as Exhibit 10.24
to Form S-4 and incorporated herein by reference).
10.25 Network Operating Agreement dated March 25, 1996 among Gulf States
FiberNet, TriNet, Inc., Hart Communications, Inc. and SCANA
Communications, Inc. (f/k/a MPX Systems, Inc.) (filed as Exhibit
10.25 to Form S-4 and incorporated herein by reference).
10.26 Agreement for the Provision of Fiber Optic Facilities and Services
dated March 29, 1990 between Alabama Power Company and Southern
Interexchange Facilities, Inc. (filed as Exhibit 10.26 to Form S-4
and incorporated herein by reference).
10.27 Amendment to the Agreement for Provision of Fiber Optic Facilities
and Services dated March 29, 1990 between Alabama Power Company and
Southern Interexchange Facilities, Inc. (filed as Exhibit 10.27 to
Form S-4 and incorporated herein by reference).
10.28 First Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated March 22, 1991 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.28 to Form S-4 and incorporated herein by reference).
10.29 Second Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated December 1, 1991 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.29 to Form S-4 and incorporated herein by reference).
10.30 Third Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated September 23, 1992 between Alabama
Power Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.30 to Form S-4 and incorporated herein by reference).
10.31 Fourth Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated January 1, 1994 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.31 to Form S-4 and incorporated herein by reference).
10.32 Agreement dated March 6, 1990 between Tennessee Valley Authority and
Consolidated Communications Corporation (predecessor to DeltaCom,
Inc.) (filed as Exhibit 10.32 to Form S-4 and incorporated herein by
reference).
10.33 Interconnection Agreement signed March 12, 1997 between DeltaCom,
Inc. and BellSouth Telecommunications, Inc. (filed as Exhibit 10.33
to Form S-4 and incorporated herein by reference).
10.34 Amendment to Interconnection Agreement relating to BellSouth loops
dated March 12, 1997 between DeltaCom, Inc. and BellSouth
Telecommunications, Inc. (filed as Exhibit 10.34 to Form S-4 and
incorporated herein by reference).
10.35 Amendment to Interconnection Agreement relating to resale of
BellSouth services dated March 12, 1997 between DeltaCom, Inc. and
BellSouth Telecommunications, Inc. (filed as Exhibit 10.35 to Form
S-4 and incorporated herein by reference).
10.35.1 Third Amendment to Interconnection Agreement, dated March 12, 1997,
by and between DeltaCom, Inc. and BellSouth Telecommunications, Inc.
(filed as Exhibit 10.35.1 to Form S-4 and incorporated herein by
reference).
10.35.2 Fourth Amendment to Interconnection Agreement, dated August 22,
1997, by and between DeltaCom, Inc. and BellSouth
Telecommunications, Inc. (filed as Exhibit 10.35.2 to Form S-4 and
incorporated herein by reference).
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.36 Master Equipment Lease Agreement dated October 30, 1995 between AT&T
Systems Leasing Co. and DeltaCom, Inc. (filed as Exhibit 10.36 to Form
S-4 and incorporated herein by reference).
10.37 Network Products Purchase Agreement dated January 24, 1996, as amended
through March 4, 1997, between DeltaCom, Inc. and Northern Telecom,
Inc. (filed as Exhibit 10.37 to Form S-4 and incorporated herein by
reference).
10.38 First Amendment to Product Attachment Carrier Network Products, dated
May 20, 1997 (filed as Exhibit 10.38 to Form S-4 and incorporated
herein by reference).
10.39 Agreement for Use of Optical Fiber System, Microwave Radio Tower Site
and Associated Facilities dated January 2, 1996 between DeltaCom, Inc.
and SCI Systems, Inc. (filed as Exhibit 10.39 to Form S-4 and
incorporated herein by reference).
10.40 Collocate Agreement dated January 7, 1991 between Williams
Telecommunications Services, Inc., and Southern Interexchange
Facilities, Inc. (including consent for change of control) (filed as
Exhibit 10.40 to Form S-4 and incorporated herein by reference).
10.41 Agreement dated January 14, 1997 between DeltaCom, Inc. and SCANA
Communications, Inc., for switch location in Columbia, South Carolina
(filed as Exhibit 10.41 to Form S-4 and incorporated herein by
reference).
10.42 Lease Agreement dated January 1, 1996 between Brindlee Mountain
Telephone Company and DeltaCom, Inc. for, among other purposes, switch
location in Arab, Alabama (filed as Exhibit 10.42 to Form S-4 and
incorporated herein by reference).
10.43 Promissory Note dated March 27, 1997 between ITC Holding Company, Inc.
and SCANA Communications, Inc. (filed as Exhibit 10.43 to Form S-4 and
incorporated herein by reference).
+10.44 Agreement for the Provision of Telecommunications Services and
Facilities, dated January 27, 1996, by and between Interstate FiberNet
and Carolinas FiberNet, LLC. (filed as Exhibit 10.44 to Form S-4 and
incorporated herein by reference).
+10.45 Fiber Optic Facilities Agreement, dated November 15, 1996, by and
between Interstate FiberNet and Florida Power Corporation (filed as
Exhibit 10.45 to Form S-4 and incorporated herein by reference).
+10.46 Fiber Optic Capacity Marketing and Operating Agreement, dated March
21, 1996, by and between Interstate FiberNet and Florida Power & Light
Company (filed as Exhibit 10.46 to Form S-4 and incorporated herein by
reference).
+10.47 Addendum to Fiber Optic Capacity Marketing and Operating Agreement,
dated July 10, 1997, by and between Interstate FiberNet and Florida
Power & Light Company (filed as Exhibit 10.47 to Form S-4 and
incorporated herein by reference).
+10.48 Master Service Agreement, dated May 6, 1996, by and between Interstate
FiberNet and MCI Telecommunications Corporation (filed as Exhibit
10.48 to Form S-4 and incorporated herein by reference).
+10.49 Telecommunications System Maintenance Agreement, dated as of January
26, 1995, by and between Interstate FiberNet and Sprint Communications
Company L.P. (filed as Exhibit 10.49 to Form S-4 and incorporated
herein by reference).
+10.50 Sprint Communications Company Facilities and Services Agreement, dated
January 26, 1995, by and between Interstate FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.50 to Form S-4 and
incorporated herein by reference).
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
+10.51 Fiber Optic Facility Lease Agreement, dated as of January 31, 1997, by
and between Interstate FiberNet and Southern Telecom 1, Inc. (filed as
Exhibit 10.51 to Form S-4 and incorporated herein by reference).
10.52 First Assignment and Assumption of Fiber Optic Facility Lease
Agreement, dated February 1, 1997, by and between Interstate FiberNet
and Gulf States FiberNet (filed as Exhibit 10.52 to Form S-4 and
incorporated herein by reference).
+10.53 Telecommunications System Agreement, dated January 26, 1995, by and
between Interstate FiberNet and Sprint Communications Company L.P.
(filed as Exhibit 10.53 to Form S-4 and incorporated herein by
reference).
10.54 Amendment to Telecommunications System Agreement, dated July 25, 1995,
by and between Gulf States FiberNet and Sprint Communications Company
L.P. (filed as Exhibit 10.54 to Form S-4 and incorporated herein by
reference).
+10.55 Amendment No. 2 to Telecommunications System Agreement, dated August
8, 1996, by and between Gulf States FiberNet and Sprint Communications
Company L.P. (filed as Exhibit 10.55 to Form S-4 and incorporated
herein by reference).
+10.56 Assignment of the Telecommunications System Agreement, dated July 25,
1995, between Interstate FiberNet, Gulf States FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.56 to Form S-4 and
incorporated herein by reference).
+10.57 Assignment of the Telecommunications System Agreement, dated February
27, 1997, between Sprint Communications Company L.P., Gulf States
FiberNet and Gulf States Transmission Systems, Inc. (filed as Exhibit
10.57 to Form S-4 and incorporated herein by reference).
10.58 Fixed Fee Agreement for Exchange of Use and Maintenance of Six (6)
Fiber Optic Fibers with an Option of Two (2) Additional Fiber Optic
Fibers, dated July 25, 1997, by and between Interstate FiberNet, Gulf
States Transmission Systems, Inc. and ALLTEL Telephone Services
Corporation. (filed as Exhibit 10.58 to Form S-4 and incorporated
herein by reference).
+10.59 MCI Carrier Agreement, effective August 1, 1995, by and between MCI
Telecommunications Corporation and Associated Communications Companies
of America (ACCA) (filed as Exhibit 10.59 to Form S-4 and incorporated
herein by reference).
+10.60 First Amendment to MCI Carrier Agreement, dated as of March 20, 1996,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.60 to
Form S-4 and incorporated herein by reference).
+10.61 Third Amendment to MCI Carrier Agreement, dated as of August 1, 1996,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.61 to
Form S-4 and incorporated herein by reference).
10.62 Fourth Amendment to MCI Carrier Agreement dated as of May 1, 1996, by
and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.62 to
Form S-4 and incorporated herein by reference).
+10.63 Fifth Amendment to MCI Carrier Agreement, dated as of April 10, 1996,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.63 to
Form S-4 and incorporated herein by reference).
+10.64 Sixth Amendment to MCI Carrier Agreement, dated as of September 11,
1996, by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.64 to
Form S-4 and incorporated herein by reference).
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
+10.65 Seventh Amendment to MCI Carrier Agreement, dated as of August 1,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.65 to Form S-4 and incorporated herein by reference).
+10.66 Eighth Amendment to MCI Carrier Agreement, effective March 1, 1997,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.66 to
Form S-4 and incorporated herein by reference).
+10.67 Ninth Amendment to MCI Carrier Agreement, dated as of May 15, 1997,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.67 to
Form S-4 and incorporated herein by reference).
10.68 Tenth Amendment to MCI Carrier Agreement, dated July 11, 1997, by and
between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.68 to
Form S-4 and incorporated herein by reference).
+10.69 Switched Reseller Services Agreement, dated January 25, 1994, by and
between DeltaCom, Inc. and Allnet Communication Services, Inc. (filed
as Exhibit 10.69 to Form S-4 and incorporated herein by reference).
+10.70 WilTel, Inc. Carrier Digital Services Agreement, dated September 1,
1995, by and between WorldCom Network Services, Inc. d/b/a WilTel,
Associated Communications Companies of America (ACCA) and the
individual members of ACCA referenced therein (filed as Exhibit 10.70
to Form S-4 and incorporated herein by reference).
+10.71 Amendment to WilTel, Inc. Carrier Digital Services Agreement, dated
April 1, 1996, by and between WorldCom Network Services, Inc. d/b/a/
WilTel, Associated Communications Companies of America (ACCA) and the
individual members of ACCA referenced therein (filed as Exhibit 10.71
to Form S-4 and incorporated herein by reference).
+10.72 Amendment No. 2 to WilTel, Inc. Carrier Digital Services Agreement,
dated June 1, 1996, by and between WorldCom Network Services, Inc.
d/b/a/ WilTel, Associated Communications Companies of America (ACCA)
and the individual members of ACCA referenced therein (filed as
Exhibit 10.72 to Form S-4 and incorporated herein by reference).
+10.73 Amendment No. 3 to WilTel, Inc. Carrier Digital Services Agreement,
dated May 1, 1997, by and between WorldCom Network Services, Inc.
d/b/a/ WilTel, Associated Communications Companies of America (ACCA)
and the individual members of ACCA referenced therein (filed as
Exhibit 10.73 to Form S-4 and incorporated herein by reference).
+10.74 Marketing and Operating Agreement, dated as of October 6, 1994, by
and between Interstate FiberNet and DukeNet Communications, Inc.
(filed as Exhibit 10.74 to Form S-4 and incorporated herein by
reference).
+10.75 Reseller Agreement, dated June 25, 1997, by and between DeltaCom,
Inc. and Total Network Services, a division of Cable & Wireless, Inc.
(filed as Exhibit 10.75 to Form S-4 and incorporated herein by
reference).
10.76 Sublease Agreement, dated as of January 1, 1995, by and between ITC
Holding Company, Inc. and ITC Transmission Systems, Inc. (filed as
Exhibit 10.76 to Form S-4 and incorporated herein by reference).
10.77 $100,000,000 Credit Agreement, dated as of September 17, 1997, among
Interstate FiberNet, Inc., NationsBank of Texas, N.A. as
Administrative Lender and certain other Lenders identified therein
(the "IFN Credit Agreement") (filed as Exhibit 10.77 to Form S-4 and
incorporated herein by reference).
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.78.1 $8,750,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
NationsBank of Texas, N.A. (filed as Exhibit 10.78.1 to Form S-4 and
incorporated herein by reference).
10.78.2 $3,750,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Amsouth Bank (filed as Exhibit 10.78.2 to Form S-4 and incorporated
herein by reference).
10.78.3 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Creditanstalt-Bankverein (filed as Exhibit 10.78.3 to Form S-4 and
incorporated herein by reference).
10.78.4 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Meespierson Capital Corp. (filed as Exhibit 10.78.4 to Form S-4 and
incorporated herein by reference).
10.78.5 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
State Street Bank and Trust Company (filed as Exhibit 10.78.5 to
Form S-4 and incorporated herein by reference).
10.78.6 $7,500,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Corestates Bank, N.A. (filed as Exhibit 10.78.6 to Form S-4 and
incorporated herein by reference).
10.78.7 $2,500,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
First Union National Bank (filed as Exhibit 10.78.7 to Form S-4 and
incorporated herein by reference).
10.78.8 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Regions Bank (filed as Exhibit 10.78.8 to Form S-4 and incorporated
herein by reference).
10.78.9 $7,500,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Toronto Dominion (Texas), Inc. (filed as Exhibit 10.78.9 to Form S-4
and incorporated herein by reference).
10.79.1 $8,750,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of
NationsBank of Texas, N.A. (filed as Exhibit 10.79.1 to Form S-4 and
incorporated herein by reference).
10.79.2 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of
Creditanstalt-Bankverein (filed as Exhibit 10.79.2 to Form S-4 and
incorporated herein by reference).
10.79.3 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of
Meespierson Capital Corp. (filed as Exhibit 10.79.3 to Form S-4 and
incorporated herein by reference).
10.79.4 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of State
Street Bank and Trust Company (filed as Exhibit 10.79.4 to Form S-4
and incorporated herein by reference).
10.79.5 $7,500,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Corestates
Bank, N.A. (filed as Exhibit 10.79.5 to Form S-4 and incorporated
herein by reference).
10.79.6 $2,500,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of First
Union National Bank (filed as Exhibit 10.79.6 to Form S-4 and
incorporated herein by reference).
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.79.7 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Regions
Bank (filed as Exhibit 10.79.7 to Form S-4 and incorporated herein
by reference).
10.79.8 $7,500,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Toronto
Dominion (Texas), Inc. (filed as Exhibit 10.79.8 to Form S-4 and
incorporated herein by reference).
10.79.9 $3,750,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Amsouth
Bank (filed as Exhibit 10.79.9 to Form S-4 and incorporated herein
by reference).
10.80.1 Security Agreement, dated as of September 17, 1997, made by
Interstate FiberNet, Inc. in favor of NationsBank of Texas, N.A.,
as Administrative Lender, and each other lender party to the IFN
Credit Agreement (filed as Exhibit 10.80.1 to Form S-4 and
incorporated herein by reference).
10.80.2 Security Agreement, dated as of September 17, 1997, made by
DeltaCom, Inc. in favor of NationsBank of Texas, N.A., as
Administrative Lender, and each other lender party to the IFN
Credit Agreement (filed as Exhibit 10.80.2 to Form S-4 and
incorporated herein by reference).
10.80.3 Security Agreement, dated as of September 17, 1997, made by Gulf
States Transmission Systems, Inc. in favor of NationsBank of Texas,
N.A., as Administrative Lender, and each other lender party to the
IFN Credit Agreement (filed as Exhibit 10.80.3 to Form S-4 and
incorporated herein by reference).
10.81 Placement Agreement, dated as of May 29, 1997, among ITC/\DeltaCom,
Inc. and Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, First Union Capital Markets Corp. and
NationsBanc Capital Markets, Inc. (filed as Exhibit 1.1 to Form S-4
and incorporated herein by reference).
10.82 Indenture dated June 3, 1997 between ITC/\DeltaCom, Inc. and United
States Trust Company of New York, as Trustee, relating to the 11%
Senior Notes Due 2007 of ITC/\DeltaCom, Inc. (filed as Exhibit 4.1
to Form S-4 and incorporated herein by reference).
10.83 Registration Rights Agreement, dated June 3, 1997, among
ITC/\DeltaCom, Inc. and Morgan Stanley & Co. Incorporated, Merrill
Lynch & Co., First Union Capital Markets Corp. and NationsBanc
Capital Markets, Inc. (filed as Exhibit 4.2 to Form S-4 and
incorporated herein by reference).
10.84 Pledge and Security Agreement dated as of June 3, 1997 from
ITC/\DeltaCom, Inc. as Pledgor to United States Trust Company of New
York as Trustee (filed as Exhibit 4.3 to Form S-4 and incorporated
herein by reference).
10.85 Form of Exchange Note (contained in Indenture filed as Exhibit
10.82).
10.86 Assignment and Contribution Agreement Pursuant to Pledge and
Security Agreement dated as of July 25, 1997, by and among
ITC/\DeltaCom, Inc., Interstate FiberNet, Inc. and United States
Trust Company of New York, as Trustee filed herewith (filed as
Exhibit 4.5 to Form S-4 and incorporated herein by reference).
++10.87 MCI Carrier Agreement, effective September 1, 1997, by and between
MCI Telecommunications Corporation and Associated Communications
Companies of America (ACCA) filed herewith.
**11.1 Statement regarding Computation of Per Share Earnings.
21.1 Subsidiaries of ITC/\DeltaCom, Inc. (filed as Exhibit 21.1 to Form
S-4 and incorporated herein by reference).
*23.1 Consents of Arthur Andersen LLP.
*23.2 Consent of Martin Stuedeman & Associates P.C.
*23.3 Consent of Deloitte & Touch LLP.
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
**23.4 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1 Power of attorney (included on signature page).
27.1 Financial Data Schedule for the year ended December 31, 1996 (filed
as Exhibit 27.1 to
Form S-4 and incorporated herein by reference).
27.2 Financial Data Schedule for the six-month period ended June 30, 1997
(filed as Exhibit 27.2 to Form S-4 and incorporated herein by
reference).
</TABLE>
- --------
*Previously filed.
**To be filed by amendment.
+ Confidential treatment has been granted for this exhibit. The copy filed as
an exhibit omits the information subject to the confidential treatment
request.
++ Confidential treatment has been requested for this exhibit. The copy filed
as an exhibit omits the information subject to the confidential treatment
request.
(b) Financial Statement Schedules.
The following financial statement schedule was previously filed.
Schedule II--Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-11
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY HAS
DULY CAUSED THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WEST
POINT, GEORGIA, ON THIS 16TH DAY OF OCTOBER, 1997.
ITC/\DELTACOM, INC.
/s/ Campbell B. Lanier, III
By: _________________________________
CAMPBELL B. LANIER, III CHAIRMAN
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS,
IN THE CAPACITIES INDICATED BELOW, ON THIS 16TH DAY OF OCTOBER, 1997.
SIGNATURE TITLE
Chairman, Director
/s/ Campbell B. Lanier, III
- -------------------------------------
CAMPBELL B. LANIER, III
Chief Executive Officer and Director
* (Principal executive officer)
- -------------------------------------
ANDREW M. WALKER
Senior Vice President and Chief
* Financial Officer (Principal
- ------------------------------------- financial officer and principal
DOUGLAS A. SHUMATE accounting officer)
* Director
- -------------------------------------
DONALD W. BURTON
- ------------------------------------- Director
MALCOLM C. DAVENPORT
* Director
- -------------------------------------
ROBERT A. DOLSON
II-12
<PAGE>
SIGNATURE TITLE
* Director
- -------------------------------------
O. GENE GABBARD
* Director
- -------------------------------------
WILLIAM T. PARR
* Director
- -------------------------------------
WILLIAM H. SCOTT, III
* Director
- -------------------------------------
WILLIAM B. TIMMERMAN
*By: /s/ Campbell B. Lanier, III
---------------------------------
CAMPBELL B. LANIER, III
ATTORNEY-IN-FACT
II-13
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
*1.1 Form of Underwriting Agreement among ITC/\DeltaCom, Inc. and the
Underwriters.
3.1 Certificate of Incorporation of ITC/\DeltaCom, Inc. (filed as Exhibit
3.1 to Registration Statement on Form S-4, as amended, File No. 333-
31361 ("Form S-4"), and incorporated herein by reference).
3.2 Bylaws of ITC/\DeltaCom, Inc. (filed as Exhibit 3.2 to Form S-4 and
incorporated herein by reference).
**4.1 Form of Common Stock Certificate of ITC/\DeltaCom, Inc.
**5.1 Opinion of Hogan & Hartson L.L.P.
10.1 Capacity Agreement dated as of February 1, 1997 between Interstate
FiberNet and Entergy Technology Company (filed as Exhibit 10.1 to Form
S-4 and incorporated herein by reference).
10.2 License Agreement dated February 1, 1997 between Interstate FiberNet
and Metropolitan Atlanta Rapid Transit Authority (filed as Exhibit
10.2 to Form S-4 and incorporated herein by reference).
10.3 Supply Agreement for Transmission Equipment dated March 26, 1993
between Interstate FiberNet and Northern Telecom, Inc. (filed as
Exhibit 10.3 to Form S-4 and incorporated herein by reference).
10.4 First Amendment to Supply Agreement for Transmission Equipment dated
as of September 9, 1993 between Interstate FiberNet and Northern
Telecom, Inc. (filed as Exhibit 10.4 to Form S-4 and incorporated
herein by reference).
10.5 Second Amendment to Supply Agreement for Transmission Equipment dated
as of January 19, 1994 between Interstate FiberNet and Northern
Telecom, Inc. (filed as Exhibit 10.5 to Form S-4 and incorporated
herein by reference).
10.6 Sixth Amendment to Supply Agreement for Transmission Equipment dated
as of November 21, 1996 between Interstate FiberNet and Northern
Telecom, Inc. (which supercedes the Third and the Fourth Amendment to
this Agreement) (filed as Exhibit 10.6 to Form S-4 and incorporated
herein by reference).
10.7 Seventh Amendment to Supply Agreement for Transmission Equipment dated
as of April 15, 1997 between Interstate FiberNet and Northern Telecom,
Inc. (which supersedes the Fifth Amendment to this Agreement) (filed
as Exhibit 10.7 to Form S-4 and incorporated herein by reference).
10.8 Master Capacity Lease dated July 22, 1996 between Interstate FiberNet
and Intercel PCS Services, Inc. (filed as Exhibit 10.8 to Form S-4 and
incorporated herein by reference).
10.9 First Amendment to Master Capacity Lease dated as of August 22, 1996
between Interstate FiberNet and InterCel PCS Services, Inc. (filed as
Exhibit 10.9 to Form S-4 and incorporated herein by reference).
10.10 Amended and Restated Loan Agreement dated as of March 27, 1997 by and
among Gulf States Transmission Systems, Inc., the Lenders parties
thereto and NationsBank, N.A. (filed as Exhibit 10.10 to Form S-4 and
incorporated herein by reference).
10.11 Promissory Note dated March 27, 1997 between Gulf States Transmission
Systems, Inc. and NationsBank, N.A. (filed as Exhibit 10.11 to Form S-
4 and incorporated herein by reference).
10.12 Amended and Restated Security Agreement dated as of March 27, 1997
between Gulf States FiberNet and Gulf States Transmission Systems,
Inc. and NationsBank, N.A. (filed as Exhibit 10.12 to Form S-4 and
incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.13 Assignment and Assumption Agreement dated as of March 27, 1997
between Gulf States FiberNet and Gulf States Transmission Systems,
Inc. (filed as Exhibit 10.13 to Form S-4 and incorporated herein by
reference).
10.14 Term Agreement dated as of August 11, 1994 between Gulf States
FiberNet and Illinois Central Railroad Company (filed as Exhibit
10.14 to Form S-4 and incorporated herein by reference).
10.15 Revised and Restated Fiber Optic Facilities and Services Agreement
dated as of June 9, 1995 among Southern Development and Investment
Group, Inc., on behalf of itself and as agent for Alabama Power
Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company, Southern
Electric Generating Company and Southern Company Services, Inc. and
MPX Systems, Inc., which was assigned in part by MPX Systems, Inc.
to Gulf States FiberNet pursuant to an Assignment dated as of July
25, 1995 (filed as Exhibit 10.15 to Form S-4 and incorporated herein
by reference).
10.16 First Amendment to Revised and Restated Fiber Optic Facilities and
Services Agreement dated as of July 24, 1995 between Southern
Development and Investment Group, Inc. on behalf of itself and as
agent for others and MPX Systems, Inc. (filed as Exhibit 10.16 to
Form S-4 and incorporated herein by reference).
10.17 Partial Assignment and Assumption of Revised and Restated Fiber
Optic Facilities and Services Agreement dated July 25, 1995 between
MPX Systems, Inc. and Gulf States FiberNet (filed as Exhibit 10.17
to Form S-4 and incorporated herein by reference).
+10.17.1 Amendment to Revised and Restated Fiber Optic Facilities and
Services Agreement, dated July 15, 1997, by and among Southern
Development and Investment Group, Inc., on behalf of itself and its
agent for Alabama Power Company, Georgia Power Company, Gulf Power
Company, Mississippi Power Company, Savannah Electric and Power
Company, Southern Electric Generating Company and Southern Company
Services, Inc. (collectively "SES"), ITC Transmission Systems, Inc.
(as managing partner of Interstate Fibernet) and Gulf States
Transmission Systems, Inc. (filed as Exhibit 10.17.1 to Form S-4 and
incorporated herein by reference).
10.18 Consent for Assignment of Interest dated February 20, 1997 among
SCANA Communications, Inc., Gulf States FiberNet, Gulf States
Transmission Systems, Inc. and Southern Development and Investment
Groups, Inc. (filed as Exhibit 10.18 to Form S-4 and incorporated
herein by reference).
10.19 Second Partial Assignment and Assumption of Revised and Restated
Fiber Optic Facilities and Services Agreement dated March 27, 1997
between SCANA Communications, Inc. and ITC Holding Company, Inc.
(filed as Exhibit 10.19 to Form S-4 and incorporated herein by
reference).
10.20 Fiber System Lease Agreement dated January 30, 1996 between CSW
Communications, Inc. and Gulf States FiberNet (filed as Exhibit
10.20 to Form S-4 and incorporated herein by reference).
10.21 Consent for Acquisition and Assignment dated January 13, 1997
between CSW Communications, Inc. and Gulf States FiberNet (filed as
Exhibit 10.21 to Form S-4 and incorporated herein by reference).
10.22 Agreement for the Provision of Fiber Optic Services and Facilities
dated April 21, 1986 between SouthernNet, Inc. and MPX Systems, Inc.
(filed as Exhibit 10.22 to Form S-4 and incorporated herein by
reference).
10.23 First Amendment to Agreement for the Provision of Fiber Optic
Services and Facilities dated May 8, 1992 between MPX Systems, Inc.
and MCI Telecommunications Corporation (filed as Exhibit 10.23 to
Form S-4 and incorporated herein by reference).
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.24 Second Amendment to Agreement for the Provision of Fiber Optic
Services and Facilities dated January 30, 1996 between MPX Systems,
Inc. and MCI Telecommunications Corporation (filed as Exhibit 10.24
to Form S-4 and incorporated herein by reference).
10.25 Network Operating Agreement dated March 25, 1996 among Gulf States
FiberNet, TriNet, Inc., Hart Communications, Inc. and SCANA
Communications, Inc. (f/k/a MPX Systems, Inc.) (filed as Exhibit
10.25 to Form S-4 and incorporated herein by reference).
10.26 Agreement for the Provision of Fiber Optic Facilities and Services
dated March 29, 1990 between Alabama Power Company and Southern
Interexchange Facilities, Inc. (filed as Exhibit 10.26 to Form S-4
and incorporated herein by reference).
10.27 Amendment to the Agreement for Provision of Fiber Optic Facilities
and Services dated March 29, 1990 between Alabama Power Company and
Southern Interexchange Facilities, Inc. (filed as Exhibit 10.27 to
Form S-4 and incorporated herein by reference).
10.28 First Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated March 22, 1991 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as Exhibit
10.28 to Form S-4 and incorporated herein by reference).
10.29 Second Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated December 1, 1991 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as Exhibit
10.29 to Form S-4 and incorporated herein by reference).
10.30 Third Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated September 23, 1992 between Alabama
Power Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.30 to Form S-4 and incorporated herein by reference).
10.31 Fourth Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated January 1, 1994 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as Exhibit
10.31 to Form S-4 and incorporated herein by reference).
10.32 Agreement dated March 6, 1990 between Tennessee Valley Authority and
Consolidated Communications Corporation (predecessor to DeltaCom,
Inc.) (filed as Exhibit 10.32 to Form S-4 and incorporated herein by
reference).
10.33 Interconnection Agreement signed March 12, 1997 between DeltaCom,
Inc. and BellSouth Telecommunications, Inc. (filed as Exhibit 10.33
to Form S-4 and incorporated herein by reference).
10.34 Amendment to Interconnection Agreement relating to BellSouth loops
dated March 12, 1997 between DeltaCom, Inc. and BellSouth
Telecommunications, Inc. (filed as Exhibit 10.34 to Form S-4 and
incorporated herein by reference).
10.35 Amendment to Interconnection Agreement relating to resale of
BellSouth services dated March 12, 1997 between DeltaCom, Inc. and
BellSouth Telecommunications, Inc. (filed as Exhibit 10.35 to Form S-
4 and incorporated herein by reference).
10.35.1 Third Amendment to Interconnection Agreement, dated March 12, 1997,
by and between DeltaCom, Inc. and BellSouth Telecommunications, Inc.
(filed as Exhibit 10.35.1 to Form S-4 and incorporated herein by
reference).
10.35.2 Fourth Amendment to Interconnection Agreement, dated August 22, 1997,
by and between DeltaCom, Inc. and BellSouth Telecommunications, Inc.
(filed as Exhibit 10.35.2 to Form S-4 and incorporated herein by
reference).
10.36 Master Equipment Lease Agreement dated October 30, 1995 between AT&T
Systems Leasing Co. and DeltaCom, Inc. (filed as Exhibit 10.36 to
Form S-4 and incorporated herein by reference).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.37 Network Products Purchase Agreement dated January 24, 1996, as
amended through March 4, 1997, between DeltaCom, Inc. and Northern
Telecom, Inc. (filed as Exhibit 10.37 to Form S-4 and incorporated
herein by reference).
10.38 First Amendment to Product Attachment Carrier Network Products, dated
May 20, 1997 (filed as Exhibit 10.38 to Form S-4 and incorporated
herein by reference).
10.39 Agreement for Use of Optical Fiber System, Microwave Radio Tower Site
and Associated Facilities dated January 2, 1996 between DeltaCom,
Inc. and SCI Systems, Inc. (filed as Exhibit 10.39 to Form S-4 and
incorporated herein by reference).
10.40 Collocate Agreement dated January 7, 1991 between Williams
Telecommunications Services, Inc., and Southern Interexchange
Facilities, Inc. (including consent for change of control) (filed as
Exhibit 10.40 to Form S-4 and incorporated herein by reference).
10.41 Agreement dated January 14, 1997 between DeltaCom, Inc. and SCANA
Communications, Inc., for switch location in Columbia, South Carolina
(filed as Exhibit 10.41 to Form S-4 and incorporated herein by
reference).
10.42 Lease Agreement dated January 1, 1996 between Brindlee Mountain
Telephone Company and DeltaCom, Inc. for, among other purposes,
switch location in Arab, Alabama (filed as Exhibit 10.42 to Form S-4
and incorporated herein by reference).
10.43 Promissory Note dated March 27, 1997 between ITC Holding Company,
Inc. and SCANA Communications, Inc. (filed as Exhibit 10.43 to Form
S-4 and incorporated herein by reference).
+10.44 Agreement for the Provision of Telecommunications Services and
Facilities, dated January 27, 1996, by and between Interstate
FiberNet and Carolinas FiberNet, LLC. (filed as Exhibit 10.44 to Form
S-4 and incorporated herein by reference).
+10.45 Fiber Optic Facilities Agreement, dated November 15, 1996, by and
between Interstate FiberNet and Florida Power Corporation (filed as
Exhibit 10.45 to Form S-4 and incorporated herein by reference).
+10.46 Fiber Optic Capacity Marketing and Operating Agreement, dated March
21, 1996, by and between Interstate FiberNet and Florida Power &
Light Company (filed as Exhibit 10.46 to Form S-4 and incorporated
herein by reference).
+10.47 Addendum to Fiber Optic Capacity Marketing and Operating Agreement,
dated July 10, 1997, by and between Interstate FiberNet and Florida
Power & Light Company (filed as Exhibit 10.47 to Form S-4 and
incorporated herein by reference).
+10.48 Master Service Agreement, dated May 6, 1996, by and between
Interstate FiberNet and MCI Telecommunications Corporation (filed as
Exhibit 10.48 to Form S-4 and incorporated herein by reference).
+10.49 Telecommunications System Maintenance Agreement, dated as of January
26, 1995, by and between Interstate FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.49 to Form S-4 and
incorporated herein by reference).
+10.50 Sprint Communications Company Facilities and Services Agreement,
dated January 26, 1995, by and between Interstate FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.50 to Form S-4 and
incorporated herein by reference).
+10.51 Fiber Optic Facility Lease Agreement, dated as of January 31, 1997,
by and between Interstate FiberNet and Southern Telecom 1, Inc.
(filed as Exhibit 10.51 to Form S-4 and incorporated herein by
reference).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.52 First Assignment and Assumption of Fiber Optic Facility Lease
Agreement, dated February 1, 1997, by and between Interstate FiberNet
and Gulf States FiberNet (filed as Exhibit 10.52 to Form S-4 and
incorporated herein by reference).
+10.53 Telecommunications System Agreement, dated January 26, 1995, by and
between Interstate FiberNet and Sprint Communications Company L.P.
(filed as Exhibit 10.53 to Form S-4 and incorporated herein by
reference).
10.54 Amendment to Telecommunications System Agreement, dated July 25,
1995, by and between Gulf States FiberNet and Sprint Communications
Company L.P. (filed as Exhibit 10.54 to Form S-4 and incorporated
herein by reference).
+10.55 Amendment No. 2 to Telecommunications System Agreement, dated August
8, 1996, by and between Gulf States FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.55 to Form S-4 and
incorporated herein by reference).
+10.56 Assignment of the Telecommunications System Agreement, dated July 25,
1995, between Interstate FiberNet, Gulf States FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.56 to Form S-4 and
incorporated herein by reference).
+10.57 Assignment of the Telecommunications System Agreement, dated February
27, 1997, between Sprint Communications Company L.P., Gulf States
FiberNet and Gulf States Transmission Systems, Inc. (filed as Exhibit
10.57 to Form S-4 and incorporated herein by reference).
10.58 Fixed Fee Agreement for Exchange of Use and Maintenance of Six (6)
Fiber Optic Fibers with an Option of Two (2) Additional Fiber Optic
Fibers, dated July 25, 1997, by and between Interstate FiberNet, Gulf
States Transmission Systems, Inc. and ALLTEL Telephone Services
Corporation (filed as Exhibit 10.58 to Form S-4 and incorporated
herein by reference).
+10.59 MCI Carrier Agreement, effective August 1, 1995, by and between MCI
Telecommunications Corporation and Associated Communications
Companies of America (ACCA) (filed as Exhibit 10.59 to Form S-4 and
incorporated herein by reference).
+10.60 First Amendment to MCI Carrier Agreement, dated as of March 20, 1996,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.60 to
Form S-4 and incorporated herein by reference).
+10.61 Third Amendment to MCI Carrier Agreement, dated as of August 1, 1996,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.61 to
Form S-4 and incorporated herein by reference).
10.62 Fourth Amendment to MCI Carrier Agreement dated as of May 1, 1996, by
and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.62 to
Form S-4 and incorporated herein by reference).
+10.63 Fifth Amendment to MCI Carrier Agreement, dated as of April 10, 1996,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.63 to
Form S-4 and incorporated herein by reference).
+10.64 Sixth Amendment to MCI Carrier Agreement, dated as of September 11,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.64 to Form S-4 and incorporated herein by reference).
+10.65 Seventh Amendment to MCI Carrier Agreement, dated as of August 1,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.65 to Form S-4 and incorporated herein by reference).
</TABLE>
5
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<C> <S>
+10.66 Eighth Amendment to MCI Carrier Agreement, effective March 1, 1997,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.66 to
Form S-4 and incorporated herein by reference).
+10.67 Ninth Amendment to MCI Carrier Agreement, dated as of May 15, 1997,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.67 to
Form S-4 and incorporated herein by reference).
10.68 Tenth Amendment to MCI Carrier Agreement, dated July 11, 1997, by and
between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.68 to
Form S-4 and incorporated herein by reference).
+10.69 Switched Reseller Services Agreement, dated January 25, 1994, by and
between DeltaCom, Inc. and Allnet Communication Services, Inc. (filed
as Exhibit 10.69 to Form S-4 and incorporated herein by reference).
+10.70 WilTel, Inc. Carrier Digital Services Agreement, dated September 1,
1995, by and between WorldCom Network Services, Inc. d/b/a WilTel,
Associated Communications Companies of America (ACCA) and the
individual members of ACCA referenced therein (filed as Exhibit 10.70
to Form S-4 and incorporated herein by reference).
+10.71 Amendment to WilTel, Inc. Carrier Digital Services Agreement, dated
April 1, 1996, by and between WorldCom Network Services, Inc. d/b/a/
WilTel, Associated Communications Companies of America (ACCA) and the
individual members of ACCA referenced therein (filed as Exhibit 10.71
to Form S-4 and incorporated herein by reference).
+10.72 Amendment No. 2 to WilTel, Inc. Carrier Digital Services Agreement,
dated June 1, 1996, by and between WorldCom Network Services, Inc.
d/b/a/ WilTel, Associated Communications Companies of America (ACCA)
and the individual members of ACCA referenced therein (filed as
Exhibit 10.72 to Form S-4 and incorporated herein by reference).
+10.73 Amendment No. 3 to WilTel, Inc. Carrier Digital Services Agreement,
dated May 1, 1997, by and between WorldCom Network Services, Inc.
d/b/a/ WilTel, Associated Communications Companies of America (ACCA)
and the individual members of ACCA referenced therein (filed as
Exhibit 10.73 to Form S-4 and incorporated herein by reference).
+10.74 Marketing and Operating Agreement, dated as of October 6, 1994, by
and between Interstate FiberNet and DukeNet Communications, Inc.
(filed as Exhibit 10.74 to Form S-4 and incorporated herein by
reference).
+10.75 Reseller Agreement, dated June 25, 1997, by and between DeltaCom,
Inc. and Total Network Services, a division of Cable & Wireless, Inc.
(filed as Exhibit 10.75 to Form S-4 and incorporated herein by
reference).
10.76 Sublease Agreement, dated as of January 1, 1995, by and between ITC
Holding Company, Inc. and ITC Transmission Systems, Inc. (filed as
Exhibit 10.76 to Form S-4 and incorporated herein by reference).
10.77 $100,000,000 Credit Agreement, dated as of September 17, 1997, among
Interstate FiberNet, Inc., NationsBank of Texas, N.A. as
Administrative Lender and certain other Lenders identified therein
(the "IFN Credit Agreement") (filed as Exhibit 10.77 to Form S-4 and
incorporated herein by reference).
10.78.1 $8,750,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of NationsBank
of Texas, N.A. (filed as Exhibit 10.78.1 to Form S-4 and incorporated
herein by reference).
</TABLE>
6
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<C> <S>
10.78.2 $3,750,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Amsouth
Bank (filed as Exhibit 10.78.2 to Form S-4 and incorporated herein by
reference).
10.78.3 $5,000,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of
Creditanstalt-Bankverein (filed as Exhibit 10.78.3 to Form S-4 and
incorporated herein by reference).
10.78.4 $5,000,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Meespierson
Capital Corp. (filed as Exhibit 10.78.4 to Form S-4 and incorporated
herein by reference).
10.78.5 $5,000,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of State
Street Bank and Trust Company (filed as Exhibit 10.78.5 to Form S-4
and incorporated herein by reference).
10.78.6 $7,500,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Corestates
Bank, N.A. (filed as Exhibit 10.78.6 to Form S-4 and incorporated
herein by reference).
10.78.7 $2,500,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of First Union
National Bank (filed as Exhibit 10.78.7 to Form S-4 and incorporated
herein by reference).
10.78.8 $5,000,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Regions
Bank (filed as Exhibit 10.78.8 to Form S-4 and incorporated herein by
reference).
10.78.9 $7,500,000 Revolving Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Toronto
Dominion (Texas), Inc. (filed as Exhibit 10.78.9 to Form S-4 and
incorporated herein by reference).
10.79.1 $8,750,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of NationsBank of
Texas, N.A. (filed as Exhibit 10.79.1 to Form S-4 and incorporated
herein by reference).
10.79.2 $5,000,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of Creditanstalt-
Bankverein (filed as Exhibit 10.79.2 to Form S-4 and incorporated
herein by reference).
10.79.3 $5,000,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of Meespierson
Capital Corp. (filed as Exhibit 10.79.3 to Form S-4 and incorporated
herein by reference).
10.79.4 $5,000,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of State Street
Bank and Trust Company (filed as Exhibit 10.79.4 to Form S-4 and
incorporated herein by reference).
10.79.5 $7,500,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of Corestates Bank,
N.A. (filed as Exhibit 10.79.5 to Form S-4 and incorporated herein by
reference).
10.79.6 $2,500,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of First Union
National Bank (filed as Exhibit 10.79.6 to Form S-4 and incorporated
herein by reference).
</TABLE>
7
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<C> <S>
10.79.7 $5,000,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of Regions Bank
(filed as Exhibit 10.79.7 to Form S-4 and incorporated herein by
reference).
10.79.8 $7,500,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of Toronto Dominion
(Texas), Inc. (filed as Exhibit 10.79.8 to Form S-4 and incorporated
herein by reference).
10.79.9 $3,750,000 Term Promissory Note, dated as of September 17, 1997, made
by Interstate FiberNet, Inc. payable to the order of Amsouth Bank
(filed as Exhibit 10.79.9 to Form S-4 and incorporated herein by
reference).
10.80.1 Security Agreement, dated as of September 17, 1997, made by
Interstate FiberNet, Inc. in favor of NationsBank of Texas, N.A., as
Administrative Lender, and each other lender party to the IFN Credit
Agreement (filed as Exhibit 10.80.1 to Form S-4 and incorporated
herein by reference).
10.80.2 Security Agreement, dated as of September 17, 1997, made by DeltaCom,
Inc. in favor of NationsBank of Texas, N.A., as Administrative
Lender, and each other lender party to the IFN Credit Agreement
(filed as Exhibit 10.80.2 to Form S-4 and incorporated herein by
reference).
10.80.3 Security Agreement, dated as of September 17, 1997, made by Gulf
States Transmission Systems, Inc. in favor of NationsBank of Texas,
N.A., as Administrative Lender, and each other lender party to the
IFN Credit Agreement (filed as Exhibit 10.80.3 to Form S-4 and
incorporated herein by reference).
10.81 Placement Agreement, dated as of May 29, 1997, among ITC/\DeltaCom,
Inc. and Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, First Union Capital Markets Corp. and
NationsBanc Capital Markets, Inc. (filed as Exhibit 1.1 to Form S-4
and incorporated herein by reference).
10.82 Indenture dated June 3, 1997 between ITC/\DeltaCom, Inc. and United
States Trust Company of New York, as Trustee, relating to the 11%
Senior Notes Due 2007 of ITC/\DeltaCom, Inc. (filed as Exhibit 4.1 to
Form S-4 and incorporated herein by reference).
10.83 Registration Rights Agreement, dated June 3, 1997, among
ITC/\DeltaCom, Inc. and Morgan Stanley & Co. Incorporated, Merrill
Lynch & Co., First Union Capital Markets Corp. and NationsBanc
Capital Markets, Inc. (filed as Exhibit 4.2 to Form S-4 and
incorporated herein by reference).
10.84 Pledge and Security Agreement dated as of June 3, 1997 from
ITC/\DeltaCom, Inc. as Pledgor to United States Trust Company of New
York as Trustee (filed as Exhibit 4.3 to Form S-4 and incorporated
herein by reference).
10.85 Form of Exchange Note (contained in Indenture filed as Exhibit
10.82).
10.86 Assignment and Assumption Agreement Pursuant to Pledge and Security
Agreement dated as of July 25, 1997, by and among ITC/\DeltaCom, Inc.,
Interstate FiberNet, Inc. and United States Trust Company of New
York, as Trustee (filed as Exhibit 4.5 to Form S-4 and incorporated
herein by reference).
++10.87 MCI Carrier Agreement, effective September 1, 1997, by and between
MCI Telecommunications Corporation and Associated Communications
Companies of America (ACCA) filed herewith.
**11.1 Statement regarding Computation of Per Share Earnings.
21.1 Subsidiaries of ITC/\DeltaCom, Inc. (filed as Exhibit 21.1 to Form S-4
and incorporated herein by reference).
</TABLE>
8
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NUMBER EXHIBIT DESCRIPTION
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<C> <S>
*23.1 Consents of Arthur Andersen LLP.
*23.2 Consent of Martin Stuedeman & Associates P.C.
*23.3 Consent of Deloitte & Touch LLP.
**23.4 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1 Power of attorney (included on signature page).
27.1 Financial Data Schedule for the year ended December 31, 1996. (filed
as Exhibit 27.1 to Form S-4 and incorporated herein by reference).
27.2 Financial Data Schedule for the six-month period ended June 30, 1997.
(filed as Exhibit 27.2 to Form S-4 and incorporated herein by
reference).
</TABLE>
- --------
* Previously filed.
** To be filed by amendment.
+ Confidential treatment has been granted for this exhibit. The copy filed as
an exhibit omits the information subject to the confidential treatment
request.
++ Confidential treatment has been requested for this exhibit. The copy filed
as an exhibit omits the information subject to the confidential treatment
request.
9
<PAGE>
Exhibit 10.87
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[___]") OR OTHERWISE INDICATED
HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
[LOGO OF MCI APPEARS HERE]
MCI Telecommunications
Corporation
205 North Michigan Avenue
Chicago, IL 60601
312 470 2121
CARRIER AGREEMENT
TERMS AND CONDITIONS
This Carrier Agreement (the "Agreement"), is between MCI TELECOMMUNICATIONS
CORPORATION ("MCI"), 1801 Pennsylvania Avenue N.W., Washington, D.C. 20006, a
Delaware corporation, and ASSOCIATED COMMUNICATIONS COMPANIES OF AMERICA (ACCA)
("Customer"), an association of carriers which are resale common carriers
subject to the Communications Act of 1934, as amended, with offices located at
111 Congress Avenue, Suite 3000, Austin, Texas 78701.
1. Scope of Agreement.
(a) A member of ACCA will be referred to herein as a "Member". A list of
said Members is attached hereto as Exhibit A to this Agreement. Each Member
must be a signatory to this Agreement in order to receive the benefit of
this Agreement. New Members of ACCA may be permitted to become signatories
and receive the benefits of this Agreement only through the written
amendment of this Agreement, signed by both parties hereto. For purposes of
this Agreement, all references to "Customer" shall be deemed to include
Customer generally, and each Member individually with respect to its
individual usage of services hereunder, unless otherwise provided.
(b) MCI will 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 on file with
the Federal Communications Commission ("FCC") or any successor to such
tariff ("Tariff"), which may be modified from time to time by MCI in
accordance with law and thereby affect the services furnished Customer
under this Agreement, except that the following terms and conditions will
supplement or, to the extent inconsistent, supersede Tariff terms and
conditions and will remain in effect throughout the Service Term (as
defined in Paragraph 8(a)). 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 services
furnished Customer. This Agreement is entered pursuant to Section 211(a) of
the Communications Act of 1934, as amended.
(c) Capitalized terms not otherwise defined in this Agreement will have
the meanings assigned to them in the Tariff.
2. Monthly Commitment.
(a) During each monthly billing period of the Service Term, Customer's
aggregate "Monthly Usage" for such month (as defined in Paragraph 2(b))
will equal or exceed [_____________] ("Monthly Commitment").
(b) Monthly Usage will mean Customer's usage during each monthly billing
period of the MCI services in Attachment 1 calculated in accordance with
the following:
1) Customer's usage of domestic interstate and international MCI
Services (hereinafter "Interstate Services" and "International
Services") calculated at the rates set forth in Attachment 1, after
application of all discounts and credits other than discounts
applicable under Paragraph 5(d) and under Attachment 1, Paragraph
4(a) hereof (which shall be applied after calculation of Monthly
MCI CONFIDENTIAL
<PAGE>
Usage), and excluding any applicable taxes (and gross receipts taxes)
and tax-related surcharges on Interstate Services and International
Services; and
2) Customer's domestic intrastate usage of MCI Services at standard
tariff rates (hereinafter "Intrastate Services") but not including
any applicable taxes (and gross receipts taxes) and tax related sur-
charges on MCI Intrastate Services.
(c) Interstate Services, International Services and Intrastate Services
are collectively hereinafter "MCI Services." The rates for all other MCI
products and services not explicitly contained within this Agreement will
be governed by the applicable MCI Tariff or applicable state tariff.
(d) If Customer's Monthly Usage is less than the Monthly Commitment in a
month, for that month: (i) Customer will pay the Customer's actual combined
monthly recurring and usage charges for MCI Services at standard MCI Tariff
rates (however, Members will continue to be billed at the rates contained
in this Agreement); and (ii) an underutilization charge (which Customer
agrees is reasonable) equal to [___________________] of the difference
between the Monthly Commitment and Customer's Monthly Usage. All
underutilization charges shall be billed both to ACCA and to Members. ACCA
shall be responsible for paying all such underutilization charges. However,
Customer's liability under this Paragraph 2(b) shall be limited to the
amount of the Monthly Commitment. Members shall not be liable for
underutilization in any month that the overall Monthly Usage equals or
exceeds the Monthly Commitment.
(e) If for any monthly billing period during the Service Term MCI
overbills any or all Members for MCI Services and subsequently corrects
that billing, reducing the amount of the bill(s), and if Customer reduces
its usage of MCI Services as a direct result of such overbilling, and if
Customer's usage reduction was calculated reasonably, based on the
overbilling, to maintain Customer's Monthly Commitment, MCI will not assess
any charges under Paragraph 2(d) above for any month in which
underutilization charges are due until sixty (60) days from the date on
which MCI provides rebill information that reduces the actual monthly usage
below the Monthly Commitment.
3. Rates and Additional Terms.
(a) Customer will pay the rates and charges for MCI Services set forth in
the Attachment(s) and Exhibit(s) to this Agreement and agrees to the
additional terms and conditions set forth in such Attachment(s) and
Exhibit(s).
(b) Pursuant to Section 276 of the Telecommunications Act of 1996, the
Federal Communications Commission has prescribed regulations that establish
a compensation plan to ensure that all payphone service providers are
compensated for completed calls from a payphone. MCI reserves the right to
adjust MCI's rates, including the rates herein, or to impose additional
charges or surcharges in order to recover amounts MCI is required to pay to
payphone service providers pursuant to Section 276 and the regulations
implementing Section 276, and any costs incurred by MCI in connection with
such compensation requirement.
(c) MCI International Rate Review.
The rates for international services contained herein will be fixed for the
first three (3) months of the Service Term (as defined in Paragraph 8(a)
below). After such three (3) month period, MCI will have the option to
revise the rates for any international services contained herein on fifteen
(15) days prior written notice.
(d) International Call Back Limitations.
1) If MCI detects the use of "polling" technique by Customer for
signaling, setup or completion of calls, MCI may, subject to and
without limitation upon the Tariff, block calls.
MCI CONFIDENTIAL
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<PAGE>
2) If any action or ruling by the FCC or foreign PTTs prevent or
impede MCI from performing any material obligation in this Agreement,
MCI may, at MCI's option and upon ten (10) days prior written notice
to Customer, terminate the affected services herein without any
liability.
3) MCI will not be considered in breach of this Agreement if any
action or ruling by the FCC or foreign PTTs prevents or affects MCI's
ability to provide MCI Services. In addition, MCI's actions resulting
from the PTTs blocking or interrupting MCI's Service, or threatening
to do so, will not be considered a breach of this Agreement.
4. Security.
(a) Nothing contained herein shall limit or be interpreted to limit MCI's
rights as provided for in Section B-7.04 of the Tariff to require, in MCI's
sole discretion based upon MCI's reasonable review of Customer's or
Member's financial condition, alternative or additional security from
Customer. Customer's failure or refusal to comply with such requirement
upon MCI's request therefor may result in the cancellation of this
Agreement and Customer's service for cause pursuant to Section B-11.01 of
the Tariff. The security arrangements provided for hereunder shall survive
the expiration of the Service Term, as defined herein, and shall remain in
effect so long as Customer uses MCI Services or has any outstanding balance
due for use of MCI Services.
(b) Letter of Credit
----------------
1) Consistent with Section B-7.04 of the Tariff and in specific
implementation of such Tariff provision, MCI will conduct a credit
review of each Member within fifteen (15) days of such Member's
execution of this Agreement. Based upon the results of such review,
each Member may be required, as a condition precedent to receipt of
MCI Services hereunder, to provide a security deposit or
unconditional letter of credit in a form and from a bank acceptable
to MCI. If required, such security deposit or letter of credit shall
be equal to up to [____________________________________] by such
Member or such other amount as MCI may reasonably require, and shall
be provided to MCI no later than ten (10) days following MCI's demand
for such security.
2) MCI shall have no obligation or liability under this Agreement
and shall not accept any orders from a Member or provide such Member
with any MCI Services until the security deposit or letter of credit
described in Paragraph 4(b)1) immediately above has been provided.
MCI may immediately terminate its obligation to provide service to a
Member pursuant to this Agreement without liability in the event that
such Member fails to provide the security deposit or letter of credit
described in Paragraph 4(b)1) within ten (10) days of MCI's demand
for such security. Any waiver of the provisions of this paragraph by
MCI must be delivered by an authorized executive officer of MCI in
writing, and no waiver shall be deemed to occur by other means,
including course of action or other forms of communication.
5. Payment.
(a) Before the first day of each usage month each Member shall pay MCI,
as an estimate of the amount of usage charges to be incurred for such usage
month, an amount equal to such Member's most recent MCI invoice. If, at the
beginning of the Service Term, such Member has not received any prior MCI
invoices at the time payment is due, the Member shall pay an amount equal
to such Member's reasonable estimate of its usage of MCI Services during
the usage month.
(b) After each usage month each Member shall receive an MCI invoice for
MCI Services provided to such Member under this Agreement. If Member's
estimated payment made pursuant to Paragraph 5(a) above is less than MCI's
invoice ("shortfall") such Member shall pay the shortfall amount within ten
(10) days after receipt of the invoice. If Member's estimated payment made
pursuant to Paragraph 5(a) above is greater than MCI's invoice ("excess")
MCI shall credit the excess to such Member's next MCI invoice.
MCI CONFIDENTIAL
-3-
<PAGE>
(c) All payments by Members under this Agreement shall be by electronic
funds transfer, overnight check or by other means approved in advance by
MCI in writing. A Member's failure to pay either the amount due under
Paragraph 5(a) above before the first day of the usage month or any
shortfall under Paragraph 5(b) above within 10 days after receipt of the
invoice may result in (i) the exercise of MCI's rights under the security
provisions contained in Paragraph 4(a) immediately above, (ii) the exercise
of MCI's rights under Tariff Section B-11.01 with respect to termination
of service to such Member under this Agreement; and/or (iii) MCI's
application of any amount owed by MCI to such Member, whether under this
Agreement or otherwise, to satisfy all or a portion of the amounts owed to
MCI by such Member under this Paragraph 5.
(d) If MCI receives the estimated prepayment due under Paragraph 5(a)
above, in immediately available funds, not more than three (3) business
days from the date due, then such Member shall receive an additional
[_________________________] discount on its Monthly Usage charges during
such month. Such discount shall be reflected on such Member's invoice for
such month, after application of all other discounts and credits that such
Member may be entitled to under MCI's tariffs or this Agreement, and shall
be applied as a credit against such Member's interstate and international
Monthly Usage charges.
(e) The termination of service to any Member under this Agreement shall
not affect Customer's Monthly Commitment as described in Paragraph 2(a)
above. Notwithstanding any other provision contained in this Agreement, it
is understood and agreed that Customer shall have no liability for the
payment of charges owed to MCI by a defaulting or terminated Member.
(f) Customer and each Member understands and acknowledges that, in the
event MCI terminates Carrier Network Services to a Member, whether for
nonpayment or otherwise, that Member's customers or endusers ("Endusers"),
may be unable to make calls via MCI's network. If an Enduser is unable to
make calls via MCI's network, MCI shall have no duty to interact with the
Enduser in connection with the furnishing of telecommunications services.
Customer and Member understand and accept that, as a result of Member's or
Member's agent's failure to provide alternate service to Endusers upon
termination of service, that an Enduser may elect to become an MCI customer
and that MCI shall have no responsibility or liability to Customer or
Member as a result thereof.
6. Dispute Resolution.
(a) Any claims or disputes, including billing disputes, arising out of or
related to this Agreement shall be made within six (6) months of their
occurrence. Any dispute arising out of or related to this Agreement which
can not be resolved by negotiation will be resolved 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 Paragraphs 19 and
21 herein.
(b) Independent of Customer's payment obligations set forth in Paragraph
5, Customer will make a separate claim in writing, with adequate support,
for any service interruption credit to which Customer believes Customer is
entitled, and MCI and Customer will promptly address and attempt to resolve
the claim. In the event the parties are unable to resolve any claim within
two (2) weeks of the date such claim is received by MCI (or a longer period
if mutually agreed upon in writing by MCI and Customer), the parties will:
1) Consent to mandatory arbitration of all disputes amounting to
[______________________________] or more. Such arbitration will be
governed by the Commercial Arbitration Rules of the American
Arbitration Association, 1739 Rhode Island Avenue, N.W., Suite 509,
Washington, D.C. 20036 ("AAA"), as amended by this Agreement.
2) In the event of a dispute that Customer and MCI cannot resolve,
either MCI or Customer may notify AAA at the above address of the
dispute and provide a copy of this Agreement. MCI will provide AAA a
copy of the Tariff in effect at the time of the dispute.
MCI CONFIDENTIAL
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<PAGE>
3) The party which first gives notice of the dispute will deposit
with AAA the administrative fee required by AAA's rules and a further
deposit of [__________________________________________] to secure the
payment of expenses and fees to the arbitrator. The party which first
gives notice will send a copy of the notice to the other party, which
will upon receipt of such notice deposit [_________________________
_______________] to secure its half of the arbitrator's fees and
expenses.
4) Customer acknowledges that Customer will not withhold any sums
invoiced unless MCI agrees in advance to the withholding of disputed
sums in writing. Customer will pay all invoiced sums and then may
seek a refund in arbitration, in which event MCI will take all
reasonable steps to expedite the arbitration process.
5) The arbitrator will be selected under AAA rules from among a
panel of seven (7) telecommunications attorneys, retired FCC
employees, and law professors, all of whom will be neutral
arbitrators under AAA rules. MCI will provide the list of seven (7)
arbitrators to AAA and will update the list semiannually. AAA will
select the arbitrator to hear the dispute from among the seven (7)
members of the panel.
6) Within twenty (20) days of receipt of notice of the dispute, the
other party will submit a written response to AAA, which will forward
the notice and the response to the arbitrator. Within ten (10) days
of receipt of the notice and the response, the arbitrator will set
the time and place of the hearing.
7) Customer and MCI expressly recognize that the arbitrator's
authority is limited to resolution of disputes under this Agreement,
the Tariff, and any other documents signed by both parties. The
arbitrator's decision will follow the plain meaning of the relevant
documents and will be final. In no event will the arbitrator have the
authority to make any award that provides for punitive or exemplary
damages.
7. Termination for Insolvency.
In the event Customer or any Member becomes or is declared insolvent or
bankrupt, is the subject of any proceedings related to Customer's or Member's
liquidation, insolvency or for the appointment of a receiver or similar officer
for Customer or Member, makes an assignment for the benefit of all or
substantially all of Customer's or Member's creditors, or enters into an
agreement for the composition, extension, or readjustment of all or
substantially all of Customer's or Member's obligations, MCI may, by giving
written notice thereof to Customer or Member, terminate this Agreement in whole
or in part, with respect to such Member(s), as of a date specified in such
notice of termination.
8. Term.
(a) The term of this Agreement ("Service Term") will begin on September
1, 1997 ("Effective Date"), provided this Agreement is executed and
delivered to MCI by ACCA on or before September 17, 1997. Otherwise, the
Effective Date will be the first day of the first full month following
execution of this Agreement by MCI and ACCA. The Service Term will continue
for a period of twelve (12) months from the Effective Date. If this
Agreement is executed by a Member and delivered to MCI on or before
September 19, 1997, the Agreement shall be effective with respect to such
Member as of September 1, 1997. Otherwise, this Agreement shall be
effective with respect to a Member as of the first day of the first full
month following execution and delivery of this Agreement by such Member.
Effectiveness of this Agreement with respect to a Member shall be subject
to compliance with Paragraph 4(b) hereof.
(b) If Customer's total actual Monthly Usage accrued hereunder after
September 1, 1997, exceeds [_____________________________] prior to the
expiration of the Service Term, either party may terminate this Agreement
without further liability other than for accrued but unpaid charges and
charges accrued under Paragraph 2(d), by providing the other party sixty
(60) days prior written notice, provided that six (6) months
MCI CONFIDENTIAL
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of the Service Term have expired prior to the date of such termination.
Notwithstanding anything in this Agreement to the contrary, if notice of
termination is provided pursuant to this Paragraph, but Customer's total
actual Monthly Usage as of the designated termination date is less than
[________________________________], Customer shall pay to MCI, in addition
to all unpaid charges incurred through the termination date, the difference
between [_________________________________] and Customer's aggregate total
of Monthly Usage through such date.
9. Expiration of Term.
Upon expiration of the Service Term of this Agreement, Customer or MCI may
terminate this agreement by providing the other party sixty (60) days prior
written notice. If neither party provides such notice within sixty (60) days
before the expiration of the Service Term, the Service Term will be extended on
a monthly basis until two (2) full months following the provision of such notice
by either party. Customer will 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 this Agreement is
terminated.
10. Termination Liability.
Except as otherwise provided in Paragraph 8(b) above, if Customer terminates
this Agreement before expiration of the Service Term, or if MCI terminates this
Agreement before expiration of the Service Term for Customer's material breach,
Customer will pay MCI within thirty (30) days of the effective date of such
termination an amount equal to [___________________] 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),
together with any previously incurred charges which remain unpaid as of such
termination date. In addition to the above liability for early termination,
Customer will pay the termination liability for early termination of all
tariffed discount plans in which the Customer has enrolled. Charges payable by
Customer under this Paragraph 10 are not exclusive of any other rights or
remedies to which MCI may be entitled with respect to any breach or failure by
Customer. ACCA will be billed for all termination charges.
11. Nondisclosure.
Neither Customer nor Members will disclose to any third party during this
Agreement, or during the three (3) year period thereafter, any of the terms and
conditions set forth in this Agreement 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. MCI reserves the right to terminate this
Agreement for the Member(s) involved in the disclosure immediately upon
delivering written notice to Customer and such Member of any impermissible third
party disclosure hereunder.
12. Notices.
All notices, reports and other communications pursuant to or in connection with
this Agreement will be sent via personal delivery, registered or certified mail
(return receipt requested), or courier service. All such communications will be
addressed to the respective party at its address shown below:
MCI CONFIDENTIAL
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<PAGE>
If to MCI If to Customer
- ---------------------------------------------- --------------------------------
MCI Telecommunications Corporation ACCA
205 N. Michigan Ave., Suite 3000 111 Congress Avenue; Suite 3000
Chicago, IL 60601 Austin, TX 78701
Attn: Business Markets Attn: Vice President
Legal Affairs
CC: MCI Account Team
MCI Telecommunications Corporation
Six Concourse Parkway
Sixth Floor
Atlanta, GA 30328
Attn: Leonard A. Dedo
13. Letter of Agency.
Members shall appoint MCI as Customer's agent pursuant to a Letter of Agency in
substantially the form attached hereto and incorporated herein as Attachment 3
to this Agreement
14. Surcharge Exemption.
When applicable, Members 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, Members shall certify that such Members are 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 New York without giving reference to its principles of conflicts of law,
except to the extent the Communications Act of 1934, as amended and as
interpreted and applied by judicial and regulatory authorities, including the
Federal Communications Commission applies.
17. Assignment.
(a) This Agreement will be binding on MCI, Customer, Member(s), and their
respective successors and assigns. Except as otherwise permitted pursuant
to this Paragraph 17, MCI, Customer and Members shall not assign this
Agreement, whether by operation of law or otherwise, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld.
(b) Notwithstanding anything to the contrary, this Agreement will not be
assigned to either AT&T or Sprint without the prior written consent of MCI.
(c) At least forty-five (45) days before the consummation of any
assignment of this Agreement, Customer, including any individual Member,
will notify MCI in writing of the name of the proposed assignee. MCI will
conduct a review of the assignee based on MCI's prior business dealings
with such entity, and MCI will review the financial credit worthiness of
the entity. Customer nor Member will assign the agreement if MCI opposes
the assignment in its reasonable discretion based on MCI's prior business
dealing's with the entity or if the assignee fails to meet MCI's reasonable
credit worthiness standards.
MCI CONFIDENTIAL
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<PAGE>
(d) If Customer or a Member assigns this Agreement without MCI's prior
written approval when such approval is required under this Paragraph 17,
MCI shall be entitled to terminate this Agreement for cause.
(e) MCI may terminate its obligation to provide services to a Member
under this Agreement without liability on ten (10) business days written
notice in the event that such Member undergoes a merger involving a change
of control, or divests itself of all or a substantial portion of Member's
telecommunications business, or undergoes a change of more than fifty
percent (50%) of Member's ownership. The provisions of this Paragraph (e)
shall not be applicable with respect to mergers or other transactions
between a parent and a subsidiary, provided that the surviving entity shall
assume and acknowledge responsibility for all past and future obligations
of the prior obligor entity hereunder. This Paragraph (e) shall also not be
applicable with respect to the possible acquisition of Consolidated
Communications, Inc., by McLeod Telephone.
18. No Waiver.
No waiver of any of the provisions of this Agreement will be binding unless it
is in writing and signed by the party making the waiver. No waiver shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, and no waiver shall be deemed, or shall constitute, a continuing
waiver.
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"), Members
will originate all CNS switched outbound traffic and all CNS operator
services traffic via ANIs with the Primary Interexchange Carrier
("PIC") designated to Member's own CIC. Member will submit to MCI a
list of Local Exchange Carrier ("LEC") end offices requiring
installation and routing of Member's CIC ("CIC Installation"). MCI
will invoice Member for the cost of CIC Installation for such LEC end
offices. MCI will not initiate the CIC Installation process until
Member pays the invoiced CIC Installation charges, subject to
application of any installation credits available to Member pursuant
to Attachment 1, Paragraph 4(b) hereof. Installation and routing of
Member's CIC may not be supported by MCI in all LEC end offices
because of excessive requirements for CIC loading and administrative
demands by such LEC, in the determination of MCI. MCI requires at
least sixty (60) days prior written notice from Member to deactivate
or change the translation for sub CIC routing at any end office
and/or tandem. MCI will handle all Authorized Service Requests (ASRs)
submitted to the appropriate LEC(s) for MCI's CNS. MCI will not be
liable for any act or omission of any LEC, including but not limited
to translation failures resulting from the LECs processing the ASRs.
In addition, Member will 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.
2) Customer will 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 will 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 PIC
designation to Customer's CIC. Customer and Members will indemnify
and hold MCI harmless from any actions, claims, suits or damages
arising out of a Member's violation or alleged violation of any FCC
or other applicable law or state regulation, and Customer and Members
will pay all attorney fees and costs incurred by MCI in connection
with such actions, claims, suits or damages.
(b) Without limitation, if a Member fails to abide by the requirements in
Paragraph 19(a) above or violates any FCC or other applicable law or
regulation pertaining to the sale or delivery of Customer's service(s),
such failure will be regarded as a material breach of this Agreement, and
MCI may terminate all or
MCI CONFIDENTIAL
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<PAGE>
a portion of the service to such Member under this Agreement by providing
such Member fifteen (15) business days written notice of such material
breach.
(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 or Members for
errors made in determining WTN in reliance on information contained in the
internal MCI system.
(d) Customer agrees that if a Member's enduser makes a call using 1OXXX
or 1+ access utilizing Customer's CIC from an ANI which Member 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 and Members agree that a Member's sales and
marketing channels will only market 10XXX access as a dialing option from
ANIs that the end-user had PIC'd to the Member's CIC, in areas where the
Member's CIC is pointed to MCI for termination.
(e) 1) Customer acknowledges that Customer has been informed by MCI
that the CNS product does not support a multiple PIC for a single
ANI. A "multiple PIC" is where: (i) the end user selects one carrier
for interLATA and a different carrier for intraLATA and/or
international or (ii) the end user selects one carrier for operator
service calls dialed with the 0+, 01+ or 00- dialing pattern and a
different carrier for 1+ long distance calls.
2) Each Member will comply with Section 64.1150 of the FCC's Rules
and Regulations, as well as other applicable laws or regulations
pertaining to letter of agency requirements for a primary long
distance carrier change. Each Member represents that during the term
of this Agreement such Member will not submit any ANI for CNS unless
Member has been selected as the carrier for interLATA, intraLATA and
international traffic FOR ALL TRAFFIC TYPES for the ANI. Member
understands that all ANIs submitted to MCI for Carrier Network
Services will carry all traffic for such ANI (including but not
limited to interLATA, intraLATA, international, interstate, 1+ and
operator assisted) except for 10XXX calls directed to another
carrier's CIC. ANIs with multiple PICs submitted by Members to MCI
for CNS will be deemed an unauthorized use of MCI's CNS.
3) If a Member submits an ANI(s) with a multiple PIC to MCI for
CNS, Member will be fully liable to MCI and all third parties for any
claims, liability or expenses, including but not limited to fines and
penalties, arising out of Member's submission of an ANI with a
multiple PIC. MCI will not be liable to Customer, Members or any
third party for any damage or loss due to a Member's submission of
ANIs with multiple PICs. MCI will have no liability to Customer,
Members or any third party for revenue that may have been earned but
for MCI's inability to support multiple PIC for a single ANI.
4) Members will indemnify MCI, MCI's affiliated companies, MCI's
and MCI's affiliated companies' their respective officers, directors,
employees, agents or subcontractors, and will hold them harmless
against all costs, expenses, liabilities, loses, damages, suits,
fines, penalties, claims and demands of every kind or nature asserted
by or on behalf of any person or entity arising out of or related to
Member's submission of ANI(s) for CNS. Member will pay MCI reasonable
attorney fees and costs, including allocable costs of in house
counsel, incurred in enforcing this Agreement.
(f) Members will receive CNS Feature Services (Call Detail Records,
Carrier Direct, and RELI) pursuant to the terms and conditions set forth in
Exhibit B of this Agreement.
MCI CONFIDENTIAL
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<PAGE>
20. Detention Facilities.
In order to be eligible for use of MCI CNS in conjunction with the provision of
communications services to any detention facility, including, but not limited
to, any local, state or federal prison:
(a) Members will provide MCI prior written notice on each occasion that
Member subscribes to CNS at a detention facility. Notice to MCI will be
provided at:
MCI Telecommunications Corporation
MCI Carrier Finance Services
Attn: Scott Rauschenberg
Six Concourse Parkway
Atlanta, GA 30328
(b) Member agrees after the Effective Date of this Agreement, but not
more than once semi-annually, MCI may request, and Member will promptly
provide to MCI in writing or in a machine readable format as specified by
MCI, Member's records, data and invoices pertaining to Member's total long
distance telecommunications usage for each Member detention facility end-
user for the most recent six (6) month period preceding the request.
(c) MCI in MCI's 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 Member, 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 [__________________________________________]. Any
executed letter of credit will be attached hereto and incorporated by
reference. Member will continuously renew any letter of credit as necessary
to keep such letter of credit in effect during the Service Term.
(d) Notwithstanding any other provisions of the Tariff, each Member will
remain responsible for payment of all charges for services furnished to
such Member, which responsibility is not changed by virtue of any use,
misuse, or abuse of Member's service or Member-provided systems, equipment,
facilities or service interconnected to Member's service, which use, misuse
or abuse may be occasioned by third parties including without limitation,
Member's employees or other members of the public.
(e) Members 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.
21. Resale of MCI Services.
(a) In reselling MCI Services under this Agreement, Customer and each
Member will observe the highest standard of integrity and fair dealing with
members of the public. Each Member agrees to sell and bill MCI Services
under that Member's own name, identity or mark, and Customer and each
Member further agrees not to reference MCI's name or marks in any context
involving Customer's or Member's furnishing of services to the public. If
any violation of this provision occurs during the Service Term of this
Agreement, MCI may terminate this Agreement on five (5) business days
written notice. Furthermore, Customer and each Member agrees to indemnify
MCI for any actions, claims, suits or damages arising out of any allegation
that if proved would cause Customer or a Member to be in breach of this
provision, and Customer and Member will also pay all attorney's fees and
costs incurred by MCI due to any actions, claims, suits or damages arising
out of such allegation.
(b) Customer agrees that Customer and each Member will obtain and
maintain any and all approvals to resell MCI Services hereunder from the
FCC, including requirements imposed by Section 214 of the
MCI CONFIDENTIAL
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<PAGE>
Communications Act of 1934, as amended, and state regulatory bodies.
In the event Customer fails to obtain or maintain the appropriate
approvals, MCI will not be liable for any delay or failure to provide
MCI Services.
(c) Each Member will have sole responsibility for interacting with
Member's customers in all matters pertaining to service, including
the placing and handling of service orders, service installation, PIC
provisioning, operation and termination, dispute handling and
resolution, and billing and collection matters. MCI will incur no
obligation, nor will MCI be deemed to have any obligation, to
interact with Member's customers for any reason or purpose. Member
will cooperate with MCI as necessary to address and resolve
service-related issues and problems and will impose upon Member's
customers an obligation to cooperate with Member in addressing and
resolving service-related issues and problems.
(d) MCI, Customer, and the Members each understands and accepts that,
as part of each party's normal business policy and practices and
obligations under law, that each of them will engage in extensive
marketing efforts in an attempt to sell their services to the public
and that such efforts will result in active competition with the
other party for the business of users who are customers or prospects
of such other party. Accordingly, each party further understands and
accepts that such competition is in all respects fair and proper and
that no party (including Members) will complain, or be heard to
complain, of business lost to the other party. Under no circumstance
will any inference be derived that a party's entry into this
Agreement means that such party will restrict its efforts to compete
against the other party in any way. Notwithstanding the foregoing,
MCI will not use confidential information obtained from Customer or
Members pursuant to this Agreement in connection with the active
marketing of MCI services to the customers of Customer or a Member.
(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 MCI's fulfilling MCI's obligations under this Agreement.
Further, Customer understands and accepts that MCI neither insures
the profits for Customer nor guarantees the success of Customer's
business as a result of Customer's receipt of services under this
Agreement.
22. Access Review
If an event or events should occur within the telecommunications industry which
directly results in a change in access and/or egress charges across the
telecommunications industry of [_______________] or more, Customer or MCI may,
request that the parties negotiate in good faith towards a mutually satisfactory
amendment of this Agreement to reflect such change. If the parties are not able
to reach mutually satisfactory agreement with respect to the terms of an
amendment within thirty (30) days after such change in access/egress charges
becomes effective, then either party may terminate this Agreement without
further liability to the other party, effective thirty (30) days after receipt
of prior written notice by the non-terminating party.
23. Counterparts.
This Agreement may be executed by the parties in one or more counterparts, each
of which shall constitute an original, and which together shall constitute one
Agreement.
24. Entire Agreement; Amendments.
This Agreement will be valid only if signed by Customer by September 17, 1997,
and if subsequently accepted by MCI. This Agreement shall be effective with
respect to each Member after execution hereof by such Member, as described in
Paragraph 8(a). Any and all prior or contemporaneous offers, representations and
understandings made to Customer or any Member, whether written or oral, are
hereby superseded. This Agreement shall supersede the Carrier Agreement between
MCI and Customer, signed by MCI on November 11, 1995, as heretofore amended.
This Agreement shall not supersede or otherwise affect any service agreement
which may currently be in effect between MCI and any Member. 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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<PAGE>
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Agreement.
MCI TELECOMMUNICATIONS CORPORATION ASSOCIATED COMMUNICATIONS
COMPANIES OF AMERICA
By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ Mike Newkirk
---------------------------------- ----------------------------------
Print Name: for Jon McGuire Print Name: Mike Newkirk
--------------------------- ---------------------------
Title: Vice President Title: Vice Pres - ACCA
------------------------------- -------------------------------
Date: 10/9/97 Date: 9/17/97
------------------------------- --------------------------------
ACC LONG DISTANCE CORPORATION, ATX TELECOMMUNICATIONS & SERVICES
d/b/a ACC TELECOM
By: By:
---------------------------------- ----------------------------------
Print Name: Print Name:
--------------------------- ---------------------------
Title: Title:
------------------------------- -------------------------------
Date: Date:
------------------------------- --------------------------------
BUSINESS TELECOM, INC. CINCINNATI BELL LONG DISTANCE, INC.
By: /s/ Mike Newkirk By:
---------------------------------- ----------------------------------
Print Name: Mike Newkirk Print Name:
--------------------------- ---------------------------
Title: Pres/COO Title:
------------------------------- -------------------------------
Date: 9/17/97 Date:
------------------------------- --------------------------------
TELEFONICA LARGA DISTANCIA DE NATIONAL TELECOMMUNICATIONS
PUERTO RICO, INC., OF FLORIDA
By: By:
---------------------------------- ----------------------------------
Print Name: Print Name:
--------------------------- ---------------------------
Title: Title:
------------------------------- -------------------------------
Date: Date:
------------------------------- --------------------------------
MCI CONFIDENTIAL
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CONSOLIDATED COMMUNICATIONS, INC. USLD COMMUNICATIONS, INC.
By: By:
-------------------------------- ----------------------------------
Print Name: Print Name:
------------------------- ---------------------------
Title: Title:
----------------------------- -------------------------------
Date: Date:
----------------------------- --------------------------------
DELTACOM, INCORPORATED LONG DISTANCE SAVERS, INC.
By: /s/ Tom Mullis By:
-------------------------------- ----------------------------------
Print Name: Tom Mullis Print Name:
------------------------- ---------------------------
Title: Sr. VP Title:
----------------------------- -------------------------------
Date: 9/17/97 Date:
----------------------------- --------------------------------
QWEST COMMUNICATIONS CORPORATION PACIFIC GATEWAY EXCHANGE, INC.
By: By:
-------------------------------- ----------------------------------
Print Name: Print Name:
------------------------- ---------------------------
Title: Title:
----------------------------- -------------------------------
Date: Date:
----------------------------- --------------------------------
MCI CONFIDENTIAL
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ATTACHMENT 1
***INFORMATION IN THIS ATTACHMENT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
1. Carrier Network Service Rates
Members will receive the following rates during the Service Term for MCI
Services that do not originate at a switch owned and operated by such Member (a
"Member Location").
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 CNS. Rates are in lieu of
any discounts, promotions, and credits otherwise applicable pursuant to the
Tariff unless otherwise provided in this Agreement.
When referenced below, for CNS inbound and outbound Interstate and International
Services, "Tariff Rates" will mean the standard Tariff rates for Option G and
Option F of the Tariff (or any successor Tariff section). When referenced
herein, "ECC Locations" will refer to locations tariffed by MCI as extended call
coverage locations, including, without limitation, Alaska, Hawaii, Puerto Rico,
the U.S. Virgin Islands, Guam, the Northern Mariana Islands, Saipan, and
American Samoa.
(a) Interstate Outbound and Inbound Toll Free Rates. For CNS
interstate outbound services, excluding service terminating in ECC
Locations, and for CNS interstate inbound toll free service,
excluding services originating in ECC Locations, Customer will pay
the following non-distance sensitive ("Postalized") rate per minute,
less the associated maximizer discount in Paragraph 1(k).
<TABLE>
<CAPTION>
Service Day Rate Non-Day Rate
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Domestic Non-Dedicated Interstate Outbound [_______] [_______]
Domestic Non-Dedicated Interstate Inbound Toll Free [_______] [_______]
Dedicated Interstate Outbound [_______] [_______]
Dedicated Interstate Inbound Toll Free [_______] [_______]
</TABLE>
(b) Interstate Outbound - Extended Call Coverage. For CNS
interstate outbound services terminating in ECC Locations, Customer
will pay the interstate rates at the switched to switched, dedicated
to switched or switched to dedicated rates in Option G, Section
C.3.093 (or any successor Tariff section) of the Tariff, less the
associated maximizer discounts in Paragraph 1(k). Customer is not
eligible for any Tariff discounts on such service. CNS interstate
outbound service calls can not originate from Alaska, Puerto Rico and
the U.S. Virgin Islands.
(c) Interstate Inbound Toll Free - Extended Call Coverage. For CNS
interstate services originating in ECC Locations, Customer will 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 the associated
maximizer discounts in Paragraph 1(k). Customer is not eligible for
Tariff discounts on such service.
(d) Intrastate Outbound Rates.
1) For CNS intrastate outbound services Customer will pay the
standard tariff rates for MCI Vnet Service (switched to
switched or dedicated to switched) in each applicable MCI state
tariff. CNS intrastate outbound service is not available for
Alaska, Puerto Rico, and the U.S. Virgin Islands.
2) For the services identified above, Customer will receive a
credit, which when combined with the rates identified in the
previous subparagraph, will yield the Postalized rates in
Column A of Schedule A, Exhibit C for non dedicated intrastate
outbound services and Column A of Schedule B,
MCI CONFIDENTIAL
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<PAGE>
Exhibit C for dedicated intrastate outbound services (exclusive of
service option and feature charges specified in the tariff).
3) In addition, Customer will receive another credit equal to the
product of the applicable "Percentage of Usage Eligible for Discount"
in Paragraph 1(k) multiplied by the number of CNS intrastate minutes
(on a state-by-state basis) multiplied by the difference between the
Postalized rates in Column A and Column B of Schedule A, Exhibit C
for non dedicated intrastate outbound service and Column A and Column
B of Schedule B for dedicated intrastate outbound service (on a
state-by-state basis).
<TABLE>
<CAPTION>
Formula:
<S> <C> <C>
Percentage of Usage Number of Difference between
Eligible for X CNS Intrastate X rates in Column A
Maximizer Discount Outbound Minutes and Column B of Schedule A
in Paragraph 1(k) (state-by-state basis) or Schedule B (as applicable
for each service), Exhibit C
(state-by-state basis)
</TABLE>
4) All credits will be applied to Customer's CNS domestic interstate
usage only. Customer shall not be eligible for any tariff discounts
on such service. Credits shall not exceed Customer's CNS domestic
interstate outbound monthly usage charges (exclusive of taxes,
surcharges and pass-through access/egress or related charges) and
will not be carried forward.
(e) Intrastate Inbound Toll Free Rates.
1) For CNS intrastate inbound toll free services Customer will pay
standard tariff rates for MCI Toll Free Common Business Line
Termination or Dedicated Termination in each applicable MCI state
tariff. CNS intrastate inbound toll free service is not available for
Alaska, Puerto Rico, and the U.S. Virgin Islands.
2) For the services identified above, Customer will receive a credit,
which when combined with the rates identified in the previous
subparagraph, will yield the Postalized rates in Column A of Schedule
C, Exhibit C for CNS non dedicated intrastate toll free and Column A
of Schedule D, Exhibit C for CNS dedicated intrastate toll free
(exclusive of service option and feature charges specified in the
tariff).
3) In addition, Customer will receive another credit equal to the
product of the applicable "Percentage of Usage Eligible for Discount"
in Paragraph 1(k) multiplied by the number of CNS intrastate minutes
(on a state-by-state basis) multiplied by the difference between the
Postalized rates in Column B and Column A of Schedule C, Exhibit C
for CNS non dedicated intrastate toll free and Column B and Column A
of Schedule D for CNS dedicated intrastate toll free (on a
state-by-basis).
<TABLE>
<CAPTION>
Formula:
<S> <C> <C>
Percentage of Usage Number of Difference between
Eligible for X CNS Intrastate X rates in Column A
Maximizer Discount Inbound Toll-Free Minutes and Column B of Schedule A
in Paragraph 1(k) (state-by-state basis) or Schedule B (as applicable
for each service), Exhibit C
(state-by-state basis)
</TABLE>
4) All credits will be applied to Customer's CNS domestic interstate
usage only. Customer shall not be eligible for any tariff discounts
on such service. Credits shall not exceed Customer's CNS domestic
interstate inbound monthly usage charge (exclusive or taxes,
surcharges and pass-through access/egress (or related charges) and
will not be carried forward.
MCI CONFIDENTIAL
-2-
<PAGE>
(g) International Non-Dedicated and Dedicated Outbound Rates. For CNS
international dedicated and non-dedicated outbound service, (excluding CNS
International Service terminating in Canada and Mexico), for the countries
listed in Exhibit D, Customer will pay the rates in Exhibit D less the
associated maximizer discounts in Paragraph 1(k). Where rates are not provided
for specific countries in Exhibit D, Customer will pay Tariff Rates in Option G
Section 3.0739 (or any successor Tariff section), less the associated maximizer
discounts in Paragraph 1(k). Customer is not eligible for Tariff discounts on
such service.
(h) CNS International Outbound Terminating in Mexico. For CNS international
outbound service terminating in Mexico, Customer will pay a Postalized rate per
minute, which will be determined by adding $0.05 per minute to the rates for MCI
Prism I International service terminating in Mexico.
(i) CNS International Outbound Terminating in Canada. For CNS international
outbound service terminating in Canada, Customer will pay a Postalized rate per
minute of [_____].
(j) CNS Global Control. As an optional service within Carrier Direct and
pursuant to the terms and conditions set forth in Section II of Exhibit B,
Customer may specify the type of CNS outbound calls allowable for each CNS
Dedicated Access Line ("DAL") group and for each ANI PIC'd to Customer's own CIC
in accordance with the following range options. Such service will be known as
"CNS Global Control."
Range Options
-------------
00 = No CNS outbound calls allowed.
02 = CNS outbound calls in the continental United States, including
Alaska and Hawaii.
03 = All CNS outbound calls allowed, unrestricted call area.
04 = CNS outbound calls in the continental United States,
including Alaska and Hawaii, plus all North American
Numbering Plan Locations.
Customer's CNS DAL groups and ANIs PIC'd to Customer's own CIC will default to
Range Option 03. If Customer utilizes CNS Global Control to select Range Options
00, 02 or 04, ("non-default option"), Customer agrees to pay a [_____________]
monthly recurring fee during each month in which one or more of Customer's CNS
DAL groups or ANIs PIC'd to Customer's own CIC are assigned a non-default
option.
(k) Marketing Maximizer Discounts. Customer will receive an additional discount
on usage of MCI Carrier Network Service where permitted, and as stated, in the
Paragraphs above, less taxes and tax-related surcharges based on the number of
non-MCI ANIs, WTNs, or DALs (ANIs, WTNs or DALs that have not been PICed to MCI
for at least the previous ninety (90) days) that Customer converts to MCI. For
dedicated MCI Carrier Network Service the discount shall be based on the number
of non-MCI DALs that Customer converts to MCI. Each month MCI will calculate the
overall cumulative total of non-MCI ANIs, WTNs or DALs converted to MCI and then
apply a discount to Customer's usage as follows:
Cumulative Percentage Percentage of
of Converted non-MCI Usage Eligible
ANI's/WTN's/DAL's for Discount Discount Percentage
- -------------------- ------------- -------------------
[_] or more [__] [_]
[____] or less [__] less percent [_] [_]
below [_]
If Customer's dedicated Carrier Network Services usage exceeds twenty percent
(20%) of Customer's total Carrier Network Services usage, then the dedicated
Carrier Network Services usage in excess of such twenty percent (20%) shall not
receive the maximizer discount provided above.
MCI CONFIDENTIAL
-3-
<PAGE>
(l) Directory Assistance. For domestic switched to switched and dedicated to
switched directory assistance Customer will pay [_____] per call. In each month
in which Customer's total number of directory assistance calls exceed twenty
five thousand (25,000), the above Postalized rate for domestic directory
assistance will be reduced by [_____] per call. For international directory
assistance, Customer will pay the applicable MCI Tariff rates.
(m) Advanced CNS Routing.
1) For Advanced CNS Routing of interstate outbound calls, Customer
will pay, in lieu of the CNS interstate outbound rates in Paragraph
1(a), the Postalized rate per minute of [_____].
2) For Advanced CNS Routing of intrastate outbound calls, Customer
will pay the standard tariff rates for MCI Vnet Service (switched to
dedicated) in each applicable MCI state tariff. In addition, Customer
will receive a credit based upon Customer's usage of Advanced CNS
Routing of intrastate outbound calls, equal to the sum of the
differences (both positive and negative) between the rates in the
previous paragraph and the postalized rates in Schedule B of Exhibit
C for switched-to-dedicated intrastate outbound services (exclusive
of service option and feature charges specified in the tariff). All
credits will be applied to Customer's domestic interstate usage only.
Customer is not eligible for any tariff discounts on such service.
Credits may not exceed Customer's CNS domestic interstate outbound
monthly usage charges (exclusive of taxes, surcharges and
pass-through access/egress or related charges) and will not be
carried forward.
3) To receive Advanced CNS Routing, Customer will (i) install and
maintain a MCI T-1 circuit; (ii) provide MCI with the NPA/NXX and
country code identifying the traffic eligible for Advanced CNS
Routing; and (iii) retain responsibility for completing the traffic
once routed to Customer's dedicated circuit at Customer's switch.
4) If MCI cannot terminate the call on dedicated access to Customer's
switch, MCI will terminate the call over MCI's switched network. In
such instance, Customer will pay the CNS domestic non-dedicated
interstate outbound rates in Paragraph 1(a) and the non-dedicated
intrastate rates in Paragraph 1(a).
5) Customer's Advanced CNS Routing will receive the maximizer
discounts in Paragraph 1(k) but is not eligible for Tariff discounts.
(n) CNS Origination Cap
If during any monthly billing period of the Service Term Customer's CNS and
Advanced CNS traffic, measured in minutes, originating in LECs which are not
Regional Bell Operating Companies ("RBOCs") equals or exceeds Customer's
twenty-five percent (25%) of Customer's total CNS and Advanced CNS traffic,
measured in minutes, Customer will pay, in addition to other applicable usage
charges, a surcharge of [_____] per minute on each interstate CNS minute and
each interstate Advanced CNS minute originating in LECs which are not RBOCs.
MCI CONFIDENTIAL
-4-
<PAGE>
2. Additional Product Rates.
------------------------
Member will receive the following rates during the Service Term for MCI Services
for which outbound traffic originates or inbound traffic terminates at such
Member's Location. Customer will pay standard tariff rates for all Intrastate
Services.
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 Paragraph
2(f) herein. Rates are in lieu of any discounts, promotions, and credits
otherwise applicable pursuant to the Tariff and any state tariff.
For purposes of this Paragraph 2, "Terminating LEC" and "Originating LEC" will
mean the LEC to which a Prism I or Toll Free DAL call terminates or originates,
respectively. LEC groupings indicated below shall include the LECs as designated
in Attachment 4. MCI reserves the right to change the LEC grouping applicable to
a particular LEC, upon thirty (30) days prior written notice to Customer. "RBOC
Region" will mean the region in which a Prism I or Toll Free DAL call
terminates, and such RBOC regions will be defined as follows:
. Ameritech: Illinois, Indiana, Minnesota, Ohio, Wisconsin.
. Bell Atlantic: District of Columbia, Delaware, Maryland, New
Jersey, Pennsylvania, Virginia, West Virginia.
. Bell South: Alabama, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, Tennessee.
. Nynex: Connecticut, Massachusetts, Maine, New Hampshire, New
York, Rhode Island, Vermont.
. Pac Tel: California, Nevada.
. SW Bell: Arkansas, Kansas, Missouri, Oklahoma, Texas.
. US West: Arizona, Colorado, Iowa, Idaho, Minnesota, Montana,
North Dakota, Nebraska, New Mexico, Oregon, South Dakota, Utah,
Washington, Wyoming.
(a) Domestic Interstate MCI Prism I Service.
1) For domestic interstate switched outbound service
originating via dedicated access from a Member Location(s)
to an MCI point of presence, except for service
terminating to ECC Locations for which Member will pay
Tariff rates less applicable Tariff discounts unless
otherwise provided herein, Member will pay the following
Postalized rate per minute as determined by the
Terminating LEC and the RBOC Region:
<TABLE>
<CAPTION>
-------------------------
TERMINATING LEC: RBOCs
-------------------------
RBOC
Region and
Terminating
LEC Peak Off Peak
---------------------------------------
<S> <C> <C>
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
</TABLE>
MCI CONFIDENTIAL
-5-
<PAGE>
- --------------------------------------------
TERMINATING LEC: GTE
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
- --------------------------------------------
TERMINATING LEC: UNITED
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
- --------------------------------------------
TERMINATING LEC: CONTEL
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
- --------------------------------------------
TERMINATING LEC: NECA &
OTHERS
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
- --------------------------------------------
TERMINATING LEC: SNET
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
Nynex [____] [____]
MCI CONFIDENTIAL
-6-
<PAGE>
- ---------------------------------------------
TERMINATING LEC:
CINCINNATI BELL
- ---------------------------------------------
RBOC
Region Peak Off Peak
- ---------------------------------------------
Ameritech [______] [______]
2) For domestic interstate switched outbound service originating via
dedicated access from a Member Location(s) to an MCI point of
presence in Puerto Rico, Members will pay the following Postalized
rates per minute, in lieu of the rates set forth in Paragraph 2(a)1)
above:
ECC Location Peak Off Peak
-------------- ---- --------
Puerto Rico [_______] [_______]
For domestic interstate switched outbound service originating via
dedicated access from a Member Location(s) to an MCI point of
presence in Hawaii, Members will pay tariffed rates, less applicable
tariffed discounts. For domestic interstate switched outbound service
originating via dedicated access from a Member Location(s) to an MCI
point of presence in any ECC Location other than Hawaii or Puerto
Rico, Members will pay the tariffed rates, less applicable tariffed
discounts, less an additional [___________________] discount.
3) MCI Prism I Service Credits. For domestic intrastate MCI Prism I
Service, Members will pay standard tariff rates in each applicable MCI state
tariff. Members will receive an additional debit or credit determined by
subtracting the following rates from the applicable MCI domestic intrastate
tariff rates for each minute of usage (positive differences will yield credits
and negative differences will yield debits):
<TABLE>
<CAPTION>
State Rate Per Minute
- ------------------------------------------
<S> <C>
Alabama [_______]
Arizona [_______]
Arkansas [_______]
California [_______]
Colorado [_______]
Connecticut [_______]
Delaware [_______]
Florida [_______]
Georgia [_______]
Idaho [_______]
Illinois [_______]
Indiana [_______]
Iowa [_______]
Kansas [_______]
Kentucky [_______]
Louisiana [_______]
Maine [_______]
Maryland [_______]
Massachusetts [_______]
Michigan [_______]
Minnesota [_______]
Mississippi [_______]
Missouri [_______]
Montana [_______]
</TABLE>
MCI CONFIDENTIAL
-7-
<PAGE>
<TABLE>
<CAPTION>
State Rate Per Minute
------------------------------------
<S> <C>
Nebraska [_____]
Nevada [_____]
New Hampshire [_____]
New Jersey [_____]
New Mexico [_____]
New York [_____]
North Carolina [_____]
North Dakota [_____]
Ohio [_____]
Oklahoma [_____]
Oregon [_____]
Pennsylvania [_____]
Rhode Island [_____]
South Carolina [_____]
South Dakota [_____]
Tennessee [_____]
Texas [_____]
Utah [_____]
Vermont [_____]
Virginia [_____]
Washington [_____]
West Virginia [_____]
Wisconsin [_____]
Wyoming [_____]
</TABLE>
The debit or credit amount will be applied to Member's domestic interstate
monthly usage charges. Any credit in any month will not exceed Member's
domestic interstate monthly charges (excluding applicable taxes,
surcharges, and pass-through access/egress or related charges) and may not
be carried forward to the next month.
(b) Domestic Interstate MCI Toll Free DAL Service.
1) For domestic interstate inbound services terminating via dedicated
access from an MCI point of presence to Member Location(s), except for
service originating from ECC Locations for which Member will pay Tariff
rates less applicable Tariff discounts unless otherwise provided herein,
Member will pay the following Postalized rate per minute as determined by
the Originating LEC and the RBOC Region:
<TABLE>
<CAPTION>
------------------------
ORIGINATING LEC: RBOCs
------------------------
RBOC
Region and
Originating
LEC Peak Off Peak
---------------------------------------
<S> <C> <C>
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
</TABLE>
MCI CONFIDENTIAL
-8-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------
ORIGINATING LEC: GTE
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
<S> <C> <C>
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------
ORIGINATING LEC: UNITED
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
<S> <C> <C>
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------
ORIGINATING LEC: CONTEL
- --------------------------------------------
RBOC
Region Peak Off Peak
- --------------------------------------------
<S> <C> <C>
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------
ORIGINATING LEC: NECA & OTHERS
- -----------------------------------------
RBOC
Region Peak Off Peak
- -----------------------------------------
<S> <C> <C>
Ameritech [____] [____]
Bell Atlantic [____] [____]
Bell South [____] [____]
Nynex [____] [____]
Pac Tel [____] [____]
SW Bell [____] [____]
US West [____] [____]
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------
ORIGINATING LEC: SNET
- -----------------------------------------
RBOC
Region Peak Off Peak
- -----------------------------------------
<S> <C> <C>
Nynex [____] [____]
</TABLE>
MCI CONFIDENTIAL
-9-
<PAGE>
<TABLE>
- -----------------------------------------
ORIGINATING LEC:
CINCINNATI BELL
- -----------------------------------------
RBOC
Region Peak Off Peak
- -----------------------------------------
<S> <C> <C>
Ameritech [____] [____]
</TABLE>
2) For domestic interstate inbound services terminating via dedicated access
from an MCI point of presence in the following ECC Locations to Member
Location(s), in lieu of the rates set forth in Paragraph 2(b)l) above, Member
will pay the following Postalized rates per minute:
For domestic interstate switched inbound service terminating via dedicated
access from an MCI point of presence in Puerto Rico, Members will pay the
following Postalized rates per minute, in lieu of the rates set forth in
Paragraph 2(b)1) above:
<TABLE>
<CAPTION>
ECC Location Peak Off Peak
------------ ---- --------
<S> <C> <C>
Puerto Rico [_____] [_____]
</TABLE>
For domestic interstate switched inbound service terminating via dedicated
access from an MCI point of presence in Hawaii, Members will pay tariffed
rates, less applicable tariffed discounts. For domestic interstate switched
inbound service terminating via dedicated access from an MCI point of
presence in any ECC Location other than Hawaii or Puerto Rico, Members will
pay the tariffed rates, less applicable tariffed discounts, less an
additional [___________________] discount.
3) MCI Toll Free DAL Service Credits. For domestic intrastate MCI Toll Free
DAL Service, Member will pay standard tariff rates in each applicable MCI state
tariff. Member will receive an additional debit or credit determined by
subtracting the following rates from the applicable MCI domestic intrastate
tariff rates for each minute of usage (positive differences will yield credits
and negative differences will yield debits):
<TABLE>
<CAPTION>
State Rate Per Minute
- ---------------------------------------
<S> <C>
Alabama [_____]
Arizona [_____]
Arkansas [_____]
California [_____]
Colorado [_____]
Connecticut [_____]
Delaware [_____]
Florida [_____]
Georgia [_____]
Idaho [_____]
Illinois [_____]
Indiana [_____]
Iowa [_____]
Kansas [_____]
Kentucky [_____]
Louisiana [_____]
Maine [_____]
Maryland [_____]
Massachusetts [_____]
Michigan [_____]
Minnesota [_____]
Mississippi [_____]
</TABLE>
MCI CONFIDENTIAL
-10-
<PAGE>
<TABLE>
<CAPTION>
State Rate Per Minute
--------------------------------------
<S> <C>
Missouri [_____]
Montana [_____]
Nebraska [_____]
Nevada [_____]
New Hampshire [_____]
New Jersey [_____]
New Mexico [_____]
New York [_____]
North Carolina [_____]
North Dakota [_____]
Ohio [_____]
Oklahoma [_____]
Oregon [_____]
Pennsylvania [_____]
Rhode Island [_____]
South Carolina [_____]
South Dakota [_____]
Tennessee [_____]
Texas [_____]
Utah [_____]
Vermont [_____]
Virginia [_____]
Washington [_____]
West Virginia [_____]
Wisconsin [_____]
Wyoming [_____]
</TABLE>
The credit or debit amount will be applied to Member's domestic interstate
monthly usage charges. Any credit in any month will not exceed Member's
domestic interstate monthly usage charges (excluding taxes, surcharges, and
pass through access/egress or related charges) and may not be carried
forward to the next month.
(c) Domestic Interstate DS-O. For domestic interstate DS-O Service ("DS-O
Service") terminating at a Member Location, Member will pay, subject to this
paragraph and in addition to all taxes and tax-related surcharges, the greater
of:
. [____], or
. [_____] per DS-O circuit mile.
For all domestic interstate DS-O Service in excess of thirty percent (30%) of
Member's total domestic interstate DS-O, TDS 1.5, and TDS 45 ("Private Line
Services") usage, Member will pay [_____] per DS-) circuit mile.
(d) Domestic Interstate TDS 1.5. For domestic interstate TDS 1.5 Service ("TDS
1.5 Service") terminating at a Member Location, Member will pay, subject to this
paragraph and in addition to all taxes and tax-related surcharges, the greater
of:
. [_____], or
. [_____] per DS-O circuit mile.
MCI CONFIDENTIAL
--11--
<PAGE>
(e) Domestic Interstate TDS-45. For domestic interstate TDS 45 Service ("TDS 45
Service") terminating at a Member Location, Member will pay, subject to this
paragraph and in addition to all taxes and tax-related surcharges, the greater
of:
. [_______], or
. [_____] per DS-O circuit mile.
(f) 1) The charges for Private Line Services include all monthly recurring
Central Office Connection ("COC") and monthly recurring Access Coordination
("AC") and exclude all monthly recurring Access charges for Private Line
Services.
2) Rates for domestic interstate Private Line Services 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 will apply only to circuits that are
wholly-owned and operated end-to-end by MCI and the rates will not apply to
circuits with less than ten percent (10%) domestic interstate traffic. For
circuits where MCI leases all or a portion of the DS-0, TDS 1.5, or TDS-45
facilities, MCI may elect to provide a rate different than the rates in
this Agreement. Customer may purchase the DS-0, TDS 1.5, or TDS-45 service
from another vendor if MCI offers a rate different than the rates in this
Agreement
3) The rates for domestic interstate Private Line Services 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. The local access portion of such
service may be eligible for the Access Pricing Plan(s) specified in the
Tariff.
4) The provisioning of domestic TDS-45 Service is based upon service
availability, as determined by MCI. The availability of domestic interstate
TDS-45 Service is limited and MCI does not guarantee the provisioning of
such service. Customer's ability to comply with the Monthly Commitment set
forth in Paragraph 2, will not be contingent upon the provisioning of
domestic interstate TDS-45 Service.
5) MCI will waive the M13 multiplex charges as such charges are described
in the Tariff for M13s installed prior to the Effective Date of this
Agreement. For M13s purchased pursuant to this Agreement after the
Effective Date, Customer will pay [_______________________________] per
M13 per month.
6) MCI will waive the Echo control charges as such charges are described
in the Tariff for circuits installed prior to the Effective Date of this
Agreement. For circuits installed pursuant to this Agreement after the
Effective Date, Customer will pay Echo control charges of [___________] per
month for each circuit which does not exceed [___________________] miles.
If, as a result of network routing and capacity issues, a circuit is routed
so that the circuit mileage of such circuit exceeds [______________] of the
airline mileage between the originating and terminating city pairs and also
exceeds [________________] miles, MCI will waive Echo control charges on
such circuit.
(g) MCI International Prism I Service.
For MCI International Prism I Service terminating in international countries
(excluding MCI International Prism I Service terminating in Canada and Mexico),
Customer will pay the rates set forth in Exhibit E. Where rates are not provided
for specific countries in Exhibit E, Customer will pay Tariff rates less Tariff
discounts.
MCI CONFIDENTIAL
-12-
<PAGE>
Notwithstanding the preceding paragraph, Customer shall pay the following
postalized rates per minute for MCI International Prism I Service to the
following countries for the period from the Effective Date of this Agreement
through September 30, 1997 (after which date, the rates described in the
preceding paragraph shall apply to such countries):
<TABLE>
<CAPTION>
Country Rate Per Minute
------- ---------------
<S> <C>
Aruba [_____]
Australia [_____]
Bahrain [_____]
Benin [_____]
British Virgin Islands [_____]
Cameroon [_____]
Japan [_____]
Marshall Islands [_____]
New Zealand [_____]
Singapore [_____]
Zimbabwe [_____]
</TABLE>
(h) International Prism I Service Terminating in Canada. For International
Prism I Service traffic originating via dedicated access and terminating in
Canada, Customer will pay a Postalized rate per minute of $0.0996.
(i) International Prism I Service Terminating in Mexico. For International
Prism I Service traffic originating via dedicated access and terminating in
Mexico, Customer will pay a Postalized rate per minute as determined from the
table below:
<TABLE>
<CAPTION>
Range Peak Off Peak
- ----------------------------------
<S> <C> <C>
1 [______] [_____]
2 [______] [_____]
3 [______] [_____]
4 [______] [_____]
5 [______] [_____]
6 [______] [_____]
7 [______] [_____]
8 [______] [_____]
</TABLE>
The ranges set forth in the above table correspond to Table V, Part H of the
Tariff (or any successor Tariff section) which state the distance from the
Mexican border to the destination in Mexico.
(j) MCI International Toll Free DAL Service
For MCI International Toll Free DAL Service originating in international
countries (except Canada), Customer will pay the rates set forth in Exhibit F
Where rates are not provided for specific countries in Exhibit F, Customer will
pay Tariff rates less Tariff discounts.
(k) MCI International Toll Free DAL Service Terminating in Canada
For MCI International Toll Free DAL Service originating in Canada, Customer will
pay the Postalized rate per minute of $0.l500.
(l) Directory Assistance. For domestic directory assistance, Customer will pay,
in addition to all applicable federal, state and local taxes and surcharges,
[_____] per call. In each month in which Customer's
MCI CONFIDENTIAL
-13-
<PAGE>
total number of domestic directory assistance calls equals or exceeds twenty-
five thousand (25,000), the above Postalized rate for directory assistance will
be reduced by [______]. For international directory assistance, Customer will
pay the applicable Tariff rates.
(m) MCI Feature Card Service. Customer will receive the rates, terms and
conditions for MCI Feature Card Service set forth in Exhibit G and the
Attachment to this Exhibit.
(n) networkMCI Conferencing.
1) For the methods of domestic interstate networkMCI Conferencing
("Conferencing") specified below, Customer will pay (in addition to all
applicable taxes and tax-related surcharges), the following Postalized
rates per minute per bridge port used, with rounding to the next higher
full minute. The per minute rates will include Tariff set-up fees. Such
rates for domestic interstate networkMCI Conferencing are in lieu of Tariff
rates described in Section C. 17211 and C.1741, and also in lieu of any
volume discounts. All other fees and charges for the service will be at
Tariff rates.
2) For domestic interstate Toll Meet Me Service, Customer will pay (in
addition to all applicable taxes and tax-related surcharges) the Postalized
rate of [__] per minute per bridge port used during all conference
calling.
3) For domestic interstate Dial-Out Service and Toll Free Meet Me
Services, Customer will pay (in addition to all applicable taxes and tax-
related surcharges), the following Postalized rates per minute per bridge
port used, on all networkMCI Conferencing and as determined by Customer's
total monthly net networkMCI Conferencing usage measured at the Postalized
rate of $.2244 per minute per bridge port.
<TABLE>
<CAPTION>
Total Monthly Net
networkMCI Rate
Conferencing Usage Per Minute
------------------ ----------
<S> <C>
$ 0 to $10,000 [_____]
$10,001 to $20,000 [_____]
$20,001 to $30,000 [_____]
$30,001 to $40,000 [_____]
$40,001 to $50,000 [_____]
$50,001 and above [_____]
</TABLE>
4) For domestic interstate Unattended Meet Me Service, Customer will pay
(in addition to all applicable taxes and tax-related surcharges), the
following Postalized rates per minute per bridge port used during all
Conferencing as determined by the applicable monthly commitment and
Customer's total monthly net networkMCI Conferencing usage measured at the
Postalized rate of $.1771 per minute per bridge port.
<TABLE>
<CAPTION>
Total Monthly Net
networkMCI Rate
Conferencing Usage Per Minute
------------------ ----------
<S> <C>
$0 to $10,000 [_____]
$10,001 to $20,000 [_____]
$20,001 to $30,000 [_____]
$30,001 to $40,000 [_____]
$40,001 to $50,000 [_____]
$50,001 and above [_____]
</TABLE>
MCI CONFIDENTIAL
-14-
<PAGE>
5) In order to receive the rates set forth in subsections 2(m)2, 3, and 4
above, Customer must fulfill the following criteria throughout the term:
(a) Customer will provide a toll free line exclusively used for
customer service purposes; and
(b) Customer will provide a toll free line to the MCI Conference
Center exclusively used for reservations; and
(c) Customer will provide its own customer service personnel and
access.
6) MCI will provide to Customer: (i) generic branding for inbound
conference calls; and (ii) customized branding for inbound calls for
reservation services. However, MCI will not provide billing services to
Customer's end-users.
(o) MCI Carrier Debit Card.
1) Customer will utilize MCI for the debit card platform and transport of
Customer's domestic interstate termination of debit card traffic. Debit
card units will be as defined in the Tariff (hereinafter "Debit Card
Units"). The rates below will include access to the MCI debit card
platform, transport, order entry and debit card activation. Customer will
pay the following rate per Debit Card Unit, as determined by the number of
Debit Card Units purchased by Customer in each individual purchase, and not
determined by the aggregate number of Debit Card Units purchased throughout
the Service Term. The rates listed below do not include operator services.
If Customer chooses to purchase operator services, pursuant to the terms
and conditions of the Tariff, an additional [___] per Debit Card Unit will
be added to the rates below.
<TABLE>
<CAPTION>
Total Units
Per Order Rate Per Unit
--------- -------------
<S> <C>
0 - 300,000 [_____]
300,001 - 600,000 [_____]
600,001 - 900,000 [_____]
900,001 - 2,000,000 [_____]
2,000,001 - 5,000,000 [_____]
</TABLE>
2) Customer will order a minimum of Fifty Thousand (50,000) Units per
order. Notwithstanding Paragraph 5 of the Agreement, Customer will pay MCI
for all orders under this Paragraph 1(n) before fulfillment of such orders.
3) Customer's Debit Card Units will only be reduced by the Debit Card
Units utilized by completed calls (calls that are answered at the ultimate
destination). MCI will determine the number of Debit Card Units necessary
to receive one minute of international calling ("depletion schedule").
Presently the depletion schedule is in accordance with Option Y, Section
C.3.2.6 of the Tariff (or any successor Tariff section) ("Tariff depletion
schedule"). MCI retains the right to develop and implement (upon thirty
(30) day prior notice) a separate and distinct depletion schedule which
will supersede the Tariff depletion schedule. Customer will receive no
refund or reimbursement for unused Debit Card Units.
4) In addition to the above rates, Customer will pay an additional
[______________________] charge for each customized script identifying
Customer to its end user.
5) Customer will be solely responsible for all card fulfillment, customer
service and any operator services.
6) Customer will not include MCI's name or logo on any Customer debit
card.
MCI CONFIDENTIAL
-15-
<PAGE>
(p) MCI Carrier Operator Services. Customer will receive the rates,
terms and conditions for MCI Carrier Operator Services as set forth in
Attachment 2.
(q) MCI HyperStreamSM Frame Relay Service. For HyperStreamSM Frame Relay
Service, including but not limited to access charges, installation
charges, reconfiguration charges, monthly recurring port and permanent
virtual circuit ("PVC") charges, Customer will pay standard rates as set
forth in Option GG, Section 3.35 (or any successor Tariff section) of the
Tariff less applicable Tariff discounts. The MCI charges which contribute
to satisfaction of Customer's Monthly Commitment are set forth in the
Tariff ("Qualifying Volume").
(r) Switched 56 Kbps and 64Kbps Service.
For switched 56Kbps and 64 Kbps Service (currently Option H, MCI Prism I,
Section C-3. 1036 in the Tariff), except for service terminating to ECC
Locations for which Customer will pay Tariff rates less applicable Tariff
discounts less [___________________], Customer will pay a [_____]
Postalized rate per minute. The [___________________] discount and the
Postalized rate referenced above apply only to switched 56Kbps Service and
64Kbps Service minutes that are less than thirty percent (30%) of
Customer's total monthly MCI Prism I Service minutes. All switched 56 Kbps
and 64Kbps Service minutes that exceed thirty percent (30%) of Customer's
total monthly MCI Prism I Service minutes will be rated at Tariff rates,
and neither the [___________________] discount nor the Postalized rate will
apply.
(s) Remote Origination Service
1) Member(s) may originate a limited amount of domestic interstate
switched outbound traffic over MCI's network via MCI Prism Plus
Service in areas in which Members do not have a Point of Presence
("Remote Origination Service"), provided that Member(s) qualifies as
set forth herein.
2) To qualify, Members must hold resale common carrier certificates,
to the extent required by law, in the states in which such service is
to be provided. All sales and marketing, customer service, and billing
associated with the provision of such service must provided under
Member's name.
3) For Remote Origination Service, Customer will pay, in addition to
all applicable taxes and tax-related surcharges, the Postalized rate
per minute of [_____].
4) Location B fees do not apply to Remote Origination Service,
except as provided in subparagraph 5, immediately below.
5) Customer's monthly usage of Remote Origination Service in minutes
may not exceed thirty percent (30%) of Customer's total monthly usage
in minutes of domestic interstate Prism I service in minutes. In the
event Customer's monthly usage of Remote Origination Services in
minutes exceeds thirty percent (30%) of Customer's total monthly
usage of domestic interstate Prism I service in minutes, Customer will
pay MCI Prism Plus tariffed rates including, without limitation,
Location B fees, for Customer's usage in excess of thirty percent
(30%) for Remote Origination Service.
3. Additional Charges.
(a) Toll Free Services Charges. The rates for MCI CNS Toll Free, Toll Free
DAL Services) (collectively "Toll Free Service") do not include Tariff
Service Options in Section 3.086 of the Tariff (or any successor Tariff) or
Feature in Section 3.088 of the Tariff (or any successor Tariff section).
1) For Toll Free Service Options in Section 3.086 of the Tariff (or
any successor Tariff section) Customer will pay Tariff rates.
MCI CONFIDENTIAL
-16-
<PAGE>
2) For the Toll Free Features identified below, for each Corporate
I.D. Customer will pay a maximum of:
[__] per month, per Corporate I.D. for monthly recurring charges.
[__] per month, per Corporate I.D. for non-recurring installation
charges.
[__] per month, per Corporate I.D. for non-recurring change order
charges.
Feature
-------
Point of Call Routing Most Available Agent Routing
Day of Week Routing MCI Rules Based Routing
Time Interval Routing Tailored Call Coverage
Holiday Routing MCI Profile Routing
MCI Quota Routing DNIS
Percentage Allocation Routing Id Codes (per 100)
Sequential Allocation Routing
3) For all other Toll Features in Section 3.088 of the Tariff (or
any successor Tariff section), including RESP ORG charfes for those
numbers for which MCI serves as the RESP ORG and Service Management
System ("SMS") charges, Customer will pay Tariff rates.
4. Credits and Additional Discounts.
(a) Core Revenue Discount
In each monthly billing period in which Customer's Monthly Usage equals or
exceeds Four Million Dollars ($4,000,000), Customer will receive a discount
based on Customer's Monthly Usage ("Core Revenue Discount"). The Core
Revenue Discount will be applied to Customer's usage of the following MCI
services: Domestic Interstate Prism I Service (including service to Puerto
Rico); MCI International Prism I Service Terminating to Canada; MCI
Interstate Toll Free DAL Service; MCI International Toll Free DAL Service
(including service originating in Canada and Puerto Rico); Private Line
Services; Remote Origination Service; and CNS Interstate Service. The
amount of the Core Revenue Discount will be determined from the following
table, based on Customer's Monthly Usage.
<TABLE>
<CAPTION>
Monthly Usage Core Revenue Discount
-----------------------------------------------------------------
<S> <C>
$4,000,000 to $4,999,999 [__]
$5,000,000 to $5,999,999 [__]
$6,000,000 to $7,999,999 [__]
$8,000,000 and above [__]
</TABLE>
(b) Installation Credits
Customer shall receive a credit of up to [_______________________
____________________________], which shall be applied to the one-time
installation (including CIC installation and PIC change charges up to
[__________________] per ANI for PIC fees assessed by the LEC's) and
other one-time non-recurring MCI Tariff charges associated with the
implementation of Carrier Network Services. Alternatively, such
credits may also be applied to the one-time installation and other
non-recurring MCI Tariff charges (not including local exchange carrier
or other third party access provider charges) associated with the
implementation of TDS 1.5 Service and TDS-45 Service. However, in no
event shall such credit exceed [________________________________] for
each MCI TDS 1.5 Service circuit or [____________________] for each
MCI TDS-45 Service circuit. Customer will be entitled to the credits
specified in this paragraph, provided that (i) the credits shall only
apply to circuits ordered and installed during the service term of
this Agreement; and (ii) each circuit must
MCI CONFIDENTIAL
-17-
<PAGE>
remain in service with MCI for at least eighteen (18) months after
the date of initial installation, unless terminated to be replaced by
another circuit with MCI of equal or greater length. Customer shall
reimburse MCI for any credits received for circuits terminated and
not replaced by another circuit with MCI of equal or greater length.
All credits under this paragraph shall be applied as designated in
writing by ACCA.
(c) Additional Credits
1) Customer will receive a credit equal to the difference between
Customer's usage of MCI Toll Free DAL Interstate Service during July
1997 and August 1997 rated at the applicable rates contained in the
carrier agreement signed by Customer on October 3, 1995, and signed
by MCI on November 9, 1995, as amended, (the "Prior Agreement") and
Customer's usage of MCI Toll Free DAL Interstate Service rated at the
applicable rates contained in this Agreement. Such credit will be
applied to Customer's domestic interstate usage and international
usage.
2) In addition, Customer will receive a credit equal to one half of
the difference between Customer's usage of MCI Prism I Interstate
Service during August 1997 rated at the applicable rates contained in
the Prior Agreement and Customer's usage of MCI Prism I Interstate
Service rated at the applicable rates contained in this Agreement.
Such credit will be applied to Customer's domestic interstate usage
and international usage and will be applied to Customer's first
monthly invoice under this Agreement.
(d) T-1 Gateway Access Promotion
As a promotional offering to Customer for executing this Agreement on
or before the date specified in Paragraph 23, MCI shall waive the
monthly recurring central office connection charges and access
coordination charges (subject to the condition below) 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 waiver of charges shall be in effect for the term of
this Agreement, after which Members shall pay standard tariffed rates
for such circuits. Access coordination charges for T-I digital
gateway access circuits are only waived on Member-provided access
circuits.
(e) MCI VIP, VIP Plus, and Toll Free MOD Discounts.
1) For MCI PRISM I Services for which postalized rates or
rates otherwise modified by discounts in this Agreement are not
provided herein, a Member shall be entitled to receive the discounts
associated with the thirty-six (36) month term commitment under the
MCI PRISM I Service Value Insurance Plan ("VIP") plan subject to the
terms and conditions set forth in the Tariff for such services except
as modified by this Agreement.
2) For MCI Toll Free DAL Service for which postalized rates
or rates otherwise modified by discounts in this Agreement are not
provided herein, a Member shall be 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"), and the
MCI Toll Free Service Multi-Option Discount ("800 MOD"), subject to
the terms and conditions set forth in the Tariff for such services,
except as modified by this Agreement.
3) In the event a Member terminates this Agreement prior to
the expiration of the Service Term, such Member will be billed any
applicable Tariff early termination charges associated with the
plan(s) which such Member received. Member's termination liability
under this provision is in addition to such Member's termination
liability provided for in Paragraph 10 of the Agreement.
MCI CONFIDENTIAL
-18-
<PAGE>
4) In the event the amount of the discount provided under
VIP, VIP Plus, and/or 800 MOD is greater than the charges for a
Member's usage of Interstate and International Services purchased
under this Agreement, the difference will not be credited to Member
or carried forward.
MCI CONFIDENTIAL
-19-
<PAGE>
EXHIBIT A
ACCA MEMBERS
. ACC Long Distance Corporation, d/b/a ACC TeleCom
. ATX Telecommunications & Services
. Business Telecom, Inc.
. Cincinnati Bell Long Distance, Inc.
. Long Distance Savers, Inc.
. Telefonica Larga Distancia de Puerto Rico, Inc.
. National Telecommunications of Florida
. DeltaCom, Incorporated
. Consolidated Communications, Inc.
. USLD Communications, Inc.
. Qwest Communications Corporation
. Pacific Gateway Exchange, Inc.
MCI CONFIDENTIAL
A-1
<PAGE>
EXHIBIT B
CNS FEATURE SERVICES
I. CALL DETAIL RECORDS
Customer may receive call detail record ("CDR(s)") information daily through
MCI's Call Window application and monthly through magnetic tapes. Weekly
magnetic tapes is only available for Carrier Network Services Feature Card and
network MCI conferencing.
A. Daily CDRs. Daily CDRs are only available for outbound and toll free
usage through the MCI Call Window Software, which resides on the MCI Service-
View platform ("Call Window"). Call Window provides electronic access to daily
CDR's. Daily CDR's will not be delivered via magnetic tape. The daily CDRs will
be unedited by MCI's billing system and not audited 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 have CDR's available to Customer two (2) days
after traffic is created..
(b) Files will be received by 12:00 p.m. Eastern Standard
Time, seven (7) days per week.
(c) Two (2) communications access options to the Call
Window server will be available for selection by Customer based on
Customers predicated 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.
2. MCI does not assume responsibility for failures in delivery
of CDR data which are caused by Customers 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 in ASCII rather than EBCDIC, and will be subject to
quarterly changes.
(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 for
domestic traffic and one hundred twenty (120) days for
international traffic until they are either invoiced or
dropped in the invoice editing process.
MCI CONFIDENTIAL
B-1
<PAGE>
(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 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.
5. If Customer elects to receive Daily CDRs through the MCI Call
Window software application, Customer shall pay a one-time
installation fee of Two Hundred Dollars ($200) for each MCI
ServiceView workstation.
6. CDR's for 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
the call.
B. Magnetic Tapes. The magnetic tapes shall be provided to Customer in
MCI format and at applicable Tariff and state tariff rates and in accordance
with the following:
1. The CDR's from MCI on the weekly magnetic tape for MCI Feature
Card and networkMCI Conferencing will be in the same record layout
format as the MCI monthly billing magnetic tape.
2. The weekly magnetic tape service is a value-added product and 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).
3. MCI will use the monthly magnetic tape to invoice Customer.
Customer is responsible for paying the monthly invoice in full in
accordance with the terms specified in this Agreement.
4. MCI makes no guarantee that such tape is compatible with any
billing systems Customer may choose to use. Further, MCI assumes no
obligation to conform the magnetic tape format to become compatible
with any billing system of Customer or Customer's billing agent.
C. Limitation of Liability. MCI's total liability to Customer arising
from its provisioning of CDRs under this Exhibit B 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 services 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 which arose more than six (6)
months prior to the institution of a legal proceeding alleging such cause of
action may be asserted by either party against the other.
MCI CONFIDENTIAL
B-2
<PAGE>
II. MCI CARRIER DIRECT
STANDARD CONDITIONS OF SERVICE (April 23, 1997)
MCI Carrier Direct ("Carrier Direct") is a client - server software application
on MCI's ServiceView ("ServiceView") platform, for sending order entry files
directly to MCI's server application, providing remote access to ANI
provisioning and ANI status reports for MCI Carrier Network Services ("CNS").
Carrier Direct shall be implemented in accordance with the standard terms of
service prescribed by MCI from time to time, the terms of service and software
license provisions applicable to use of MCI's ServiceView platform, the
respective Conditions of Service set forth herein, and the provisions of the
carrier agreement between MCI and Customer pursuant to which CNS is provided
("Carrier Agreement"). Any use of Carrier Direct by Customer shall signify
Customer's acceptance of such terms and provisions, as may then be in effect.
A. Customer's Responsibilities.
1. Customer shall, at its expense, be responsible for obtaining,
installing, operating and maintaining all necessary terminal equipment and
software in accordance with the equipment and software specifications and
requirements prescribed by MCI for use of Carrier Direct. MCI is not responsible
for the installation, maintenance, compatibility or performance of any equipment
or software not provided by MCI.
2. Customer shall use Carrier Direct to input all data pertinent to
an ANI, or upload such data files in the format prescribed by Carrier Direct.
Customer shall have the right to use Carrier Direct only to obtain, view, alter,
supplement, or change data, reports, records or other information directly
relating to Customer's use of MCI CNS Service and ANIs PICed to Customer.
Customer shall be fully responsible for the content and accuracy of all data
submitted through Carrier Direct.
3. Customer shall be responsible for regularly monitoring Carrier
Direct for reports, notices and other information applicable to Customer,
Customer's ANIs and Customer's use of CNS. Customer shall be responsible for
archiving Customer's data, reports, notices and records. Customer shall be
charged with receipt and notice of all data, reports, notices and other
information posted to Customer's attention or otherwise available to Customer on
Carrier Direct, from the date of posting or availability.
4. Carrier Direct is available for Customer's internal use only and
shall not be distributed to Customer's agents, customers, consultants or any
other entity who is not a party to the Carrier Agreement. Customer shall be
solely responsible for protection of its transmission facilities, premises
equipment, its data entered on the Carrier Direct system, and its ID(s),
password(s), user names and the like, from all unauthorized access or use.
Customer shall comply with all security procedures and standards prescribed by
MCI with respect to Customer's use of Carrier Direct.
5. Customer shall not use Carrier Direct or permit any use of Carrier
Direct which is illegal, unlawful, or harassing, or which infringes intellectual
property rights of MCI or any third person, or which otherwise constitutes
network abuse.
6. Customer shall indemnify MCI and its affiliated companies and its
or their respective officers, directors, employees, agents or subcontractors and
hold them harmless from all costs, expenses, liabilities, losses, damages,
suits, fines, penalties, claims, and demands of every kind or nature asserted by
or on behalf of any person or entity arising out of or related to (i) the misuse
or unauthorized use of Carrier Direct by Customer or any person or entity,
whether authorized by Customer or otherwise, using Carrier Direct through
Customer's facilities or Customer's accounts; or (ii) the data, information,
files or transmissions submitted, obtained or initiated by Customer to or from
Carrier Direct. Customer shall pay MCI reasonable attorney fees and costs,
including allocable costs of in house counsel, incurred by MCI in enforcing this
Agreement.
MCI CONFIDENTIAL
B-3
<PAGE>
B. Limitations on Service.
1. MCI may suspend or terminate Customer's access to Carrier Direct,
upon thirty (30) days prior written notice, if Customer's use of Carrier Direct
or the Carrier Direct software is in violation of these Conditions of Service,
the Carrier Agreement, the ServiceView Software License Agreement.
Notwithstanding the foregoing, MCI may immediately suspend or terminate
Customer's access to Carrier Direct, without prior notice, if: (a) the Carrier
Agreement is terminated for any reason; (b) if necessary, in the sole
determination of MCI in order to prevent damage to or degradation of MCI's
network and/or database integrity, or to protect the interests of MCI and its
customers from immediate harm; or (c) if necessary to comply with any law,
regulation, court order, or other governmental request order which requires
immediate action, or otherwise to protect MCI from legal liability.
2. CARRIER DIRECT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY MCI'S
EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY. CUSTOMER ASSUMES TOTAL
RESPONSIBILITY FOR CUSTOMER'S USE OF CARRIER DIRECT. MCI MAKES NO EXPRESS OR
IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS REGARDING ANY INFORMATION
PROVIDED THROUGH CARRIER DIRECT.
3. MCI shall operate and maintain Carrier Direct, contingent upon
MCI's ability to maintain necessary licenses or permissions and MCI's network
capacity and connection availability. MCI has no obligation to monitor Carrier
Direct; however, MCI may monitor Carrier Direct and disclose to lawful
authorities information gained from such monitoring in order to satisfy any law,
regulation or other governmental request, to operate Carrier Direct properly, or
to protect MCI or its customers. MCI reserves the right to refuse to post or to
remove any information, in whole or in part, that, in MCI's sole discretion, is
unacceptable, undesirable, or in violation of these Conditions of Service.
4. Until MCI notifies Customer of MCI's ability to support multiple
PICs, MCI will not accept any ANI submitted through Carrier Direct for MCI CNS
unless Customer has been selected as the carrier for interLATA, intraLATA and
international traffic for all call types for such ANI.
5. While Customer is utilizing Carrier Direct, provisions of the
Carrier Agreement relating to other methods or procedures for provisioning of
ANIs or ANI management and reporting shall be inapplicable. If MCI terminates
Carrier Direct, MCI shall satisfy its obligations under the Carrier Agreement
with respect to ANI provisioning and management by the ANI provisioning and
management procedures in effect prior to the availability of Carrier Direct or
by other means reasonably acceptable to Customer.
C. Limitation of Liability.
1. MCI's total liability to Customer arising from its provisioning of
Carrier Direct to Customer shall be limited to the lesser of (a) Customer's
proven direct damages or (b) $5,000. 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 torts.
Except with respect to claims arising directly as a result of MCI's provisioning
of Carrier Direct, such limitation of liability is not exclusive of remedies
which might otherwise be available to Customer under the Carrier Agreement.
2. UNDER NO CIRCUMSTANCES SHALL MCI BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORIES, EVEN IF
MCI HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES, THAT RESULT FROM CUSTOMER'S USE OF OR INABILITY TO ACCESS ANY PART OF
CARRIER DIRECT OR CUSTOMER'S RELIANCE ON OR USE OF INFORMATION PROVIDED ON OR
THROUGH CARRIER DIRECT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS,
DELETION OF FILES, ERRORS, DEFECTS,
MCI CONFIDENTIAL
B-4
<PAGE>
DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE OF CARRIER
DIRECT.
SERVICEVIEW SOFTWARE LICENSE AGREEMENT -- CONFIDENTIALITY ADDENDUM
1. Confidential Information. By virtue of MCI's license and
------------------------
Customer's use of the ServiceView Software, including Carrier Direct, the
parties may have access to, or exchange, information that is confidential to one
another. As used in this Addendum, the term "Confidential Information" shall
mean only such information of the other party that may be reasonably understood
from legends, the nature of such information itself and/or the circumstances of
such information's disclosure, to be confidential and/or proprietary to the
other party or to third parties to which the other party owes a duty of
non-disclosure. MCI and Customer agree that the ServiceView application,
including Carrier Direct, any documentation provided by MCI in connection
therewith, and any data contained in MCI's databases accessed by the ServiceView
application shall be deemed the Confidential Information of MCI for purposes of,
and to be treated by Customer in conformity with, the requirements of this
Addendum. This Addendum conveys no rights to a party to obtain, view or use any
information of the other party or any third party unless authorized under the
terms of the ServiceView Software License Agreement, the Carrier Agreement, or
the Standard Conditions of Service for Carrier Direct.
2. Obligations. Each of the Parties agrees that as to any
-----------
Confidential Information disclosed by one Party ("Discloser") to the other Party
("Recipient") hereunder:
(a) to use such Confidential Information only in connection
with the services provided as part of the Carrier Agreement between the parties,
or as otherwise expressly permitted by the Discloser;
(b) not to make copies of any such Confidential Information
or any part thereof except to the extent expressly permitted by the Carrier
Agreement or by the Discloser;
(c) not to disclose any such Confidential Information to any
third party, using the same degree of care used to protect Recipients own
confidential or proprietary information of like importance, but in any case
using no less than a reasonable degree of care; provided, however, without
intending to alter any right or limitation of disclosure from that expressly
authorized under the terms of the ServiceView License Agreement, that Recipient
may disclose Confidential Information received hereunder to its employees who
have a need to know to perform or exercise rights under the Carrier Agreement,
and who are bound to protect the received Confidential Information from
unauthorized use and disclosure under the terms of a written agreement
(including without limitation a pre-existing written agreement); and
(d) to return such Confidential Information and any copies
thereof upon any expiration or earlier termination of the Carrier Agreement, or
upon Customer's discontinuation of use of the ServiceView Software.
3. Exceptions. The restrictions set forth in this Addendum on the use
----------
and disclosure of Confidential Information shall not apply to information that:
(a) was publicly known at the time of Discloser's communication thereof to
Recipient or through no fault of Recipient subsequent to the time of Discloser's
communication thereof to Recipient; (b) is in Recipient's possession free of any
obligation of confidentiality at the time of Discloser's communication thereof
to Recipient; (c) is developed by Recipient independently of and without use of
any of Discloser's Confidential Information or other information that Discloser
disclosed in confidence to any third party; (d) is rightfully obtained by
Recipient without restriction from third parties authorized to make such
disclosure; or (e) is identified by Discloser in writing as no longer
proprietary or confidential.
4. Disclosure Pursuant to Legal Requirement. In the event Recipient
----------------------------------------
is required by law, regulation or court order to disclose any of Discloser's
Confidential Information, Recipient will promptly notify Discloser in writing
prior to making any such disclosure in order to facilitate Discloser seeking a
protective order or other appropriate remedy from the proper authority.
Recipient agrees to cooperate with Discloser in seeking such order or other
remedy. Recipient further agrees that if Discloser is not successful in
precluding the requesting legal body from requiring the disclosure of the
Confidential Information, it will furnish only that portion of the Confidential
Information which is
MCI CONFIDENTIAL
B-5
<PAGE>
legally required and will exercise all reasonable efforts to obtain reliable
assurances that confidential treatment will be accorded the Confidential
Information.
5. Proprietary Notices. Each Party shall reproduce and maintain on
-------------------
any copies of the other Party's Confidential Information received hereunder,
including without limitation the ServiceView Software, including Carrier Direct,
and any related documentation, such proprietary legends or notices (whether of
the Party providing the Confidential Information or of a third party) as are
contained in or on the original.
6. Term. The rights and obligations arising under this Addendum shall
----
survive for a period of four (4) years following termination of services under
the Carrier Agreement.
MCI CONFIDENTIAL
B-6
<PAGE>
EXHIBIT C
***INFORMATION IN THIS SCHEDULE TO EXHIBIT HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***
Schedule A --Intrastate CNS Switched to Switched Outbound Rates
<TABLE>
<CAPTION>
State Column A Column B
----- -------- --------
<S> <C> <C>
Alabama [_______] [_________]
Arizona [_______] [_________]
Arkansas [_______] [_________]
California [_______] [_________]
Colorado [_______] [_________]
Connecticut [_______] [_________]
Delaware [_______] [_________]
Florida [_______] [_________]
Georgia [_______] [_________]
Idaho [_______] [_________]
Illinois [_______] [_________]
Indiana [_______] [_________]
Iowa [_______] [_________]
Kansas [_______] [_________]
Kentucky [_______] [_________]
Louisiana [_______] [_________]
Maine [_______] [_________]
Maryland [_______] [_________]
Massachusetts [_______] [_________]
Michigan [_______] [_________]
Minnesota [_______] [_________]
Mississippi [_______] [_________]
Missouri [_______] [_________]
Montana [_______] [_________]
Nebraska [_______] [_________]
Nevada [_______] [_________]
New Hampshire [_______] [_________]
New Jersey [_______] [_________]
New Mexico [_______] [_________]
New York [_______] [_________]
North Carolina [_______] [_________]
North Dakota [_______] [_________]
Ohio [_______] [_________]
Oklahoma [_______] [_________]
Oregon [_______] [_________]
Pennsylvania [_______] [_________]
Rhode Island [_______] [_________]
South Carolina [_______] [_________]
South Dakota [_______] [_________]
Tennessee [_______] [_________]
Texas [_______] [_________]
Utah [_______] [_________]
Vermont [_______] [_________]
Virginia [_______] [_________]
Washington [_______] [_________]
West Virginia [_______] [_________]
Wisconsin [_______] [_________]
Wyoming [_______] [_________]
</TABLE>
MCI CONFIDENTIAL
C-I
<PAGE>
EXHIBIT C
***INFORMATION IN THIS SCHEDULE TO EXHIBIT HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***
Schedule B -- Intrastate CNS Dedicated to Switched Outbound Rates
<TABLE>
<CAPTION>
State Column A Column B
----- -------- --------
<S> <C> <C>
Alabama [____________] [____________]
Arizona [____________] [____________]
Arkansas [____________] [____________]
California [____________] [____________]
Colorado [____________] [____________]
Connecticut [____________] [____________]
Delaware [____________] [____________]
Florida [____________] [____________]
Georgia [____________] [____________]
Idaho [____________] [____________]
Illinois [____________] [____________]
Indiana [____________] [____________]
Iowa [____________] [____________]
Kansas [____________] [____________]
Kentucky [____________] [____________]
Louisiana [____________] [____________]
Maine [____________] [____________]
Maryland [____________] [____________]
Massachusetts [____________] [____________]
Michigan [____________] [____________]
Minnesota [____________] [____________]
Mississippi [____________] [____________]
Missouri [____________] [____________]
Montana [____________] [____________]
Nebraska [____________] [____________]
Nevada [____________] [____________]
New Hampshire [____________] [____________]
New Jersey [____________] [____________]
New Mexico [____________] [____________]
New York [____________] [____________]
North Carolina [____________] [____________]
North Dakota [____________] [____________]
Ohio [____________] [____________]
Oklahoma [____________] [____________]
Oregon [____________] [____________]
Pennsylvania [____________] [____________]
Rhode Island [____________] [____________]
South Carolina [____________] [____________]
South Dakota [____________] [____________]
Tennessee [____________] [____________]
Texas [____________] [____________]
Utah [____________] [____________]
Vermont [____________] [____________]
Virginia [____________] [____________]
Washington [____________] [____________]
West Virginia [____________] [____________]
Wisconsin [____________] [____________]
Wyoming [____________] [____________]
</TABLE>
MCI CONFIDENTIAL
C-2
<PAGE>
EXHIBIT C
***INFORMATION IN THIS SCHEDULE TO EXHIBIT HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***
Schedule C -- Intrastate CNS Switched to Switched Inbound Rates
<TABLE>
<CAPTION>
State Column A Column B
----- -------- --------
<S> <C> <C>
Alabama [_______] [_______]
Arizona [_______] [_______]
Arkansas [_______] [_______]
California [_______] [_______]
Colorado [_______] [_______]
Connecticut [_______] [_______]
Delaware [_______] [_______]
Florida [_______] [_______]
Georgia [_______] [_______]
Idaho [_______] [_______]
Illinois [_______] [_______]
Indiana [_______] [_______]
Iowa [_______] [_______]
Kansas [_______] [_______]
Kentucky [_______] [_______]
Louisiana [_______] [_______]
Maine [_______] [_______]
Maryland [_______] [_______]
Massachusetts [_______] [_______]
Michigan [_______] [_______]
Minnesota [_______] [_______]
Mississippi [_______] [_______]
Missouri [_______] [_______]
Montana [_______] [_______]
Nebraska [_______] [_______]
Nevada [_______] [_______]
New Hampshire [_______] [_______]
New Jersey [_______] [_______]
New Mexico [_______] [_______]
New York [_______] [_______]
North Carolina [_______] [_______]
North Dakota [_______] [_______]
Ohio [_______] [_______]
Oklahoma [_______] [_______]
Oregon [_______] [_______]
Pennsylvania [_______] [_______]
Rhode Island [_______] [_______]
South Carolina [_______] [_______]
South Dakota [_______] [_______]
Tennessee [_______] [_______]
Texas [_______] [_______]
Utah [_______] [_______]
Vermont [_______] [_______]
Virginia [_______] [_______]
Washington [_______] [_______]
West Virginia [_______] [_______]
Wisconsin [_______] [_______]
Wyoming [_______] [_______]
</TABLE>
MCI CONFIDENTIAL
C-3
<PAGE>
EXHIBIT C
***INFORMATION IN THIS SCHEDULE TO EXHIBIT HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***
Schedule D -- Intrastate CNS Switched to Dedicated Inbound Rates
<TABLE>
<CAPTION>
State Column A Column B
----- -------- --------
<S> <C> <C>
Alabama [_______] [_______]
Arizona [_______] [_______]
Arkansas [_______] [_______]
California [_______] [_______]
Colorado [_______] [_______]
Connecticut [_______] [_______]
Delaware [_______] [_______]
Florida [_______] [_______]
Georgia [_______] [_______]
Idaho [_______] [_______]
Illinois [_______] [_______]
Indiana [_______] [_______]
Iowa [_______] [_______]
Kansas [_______] [_______]
Kentucky [_______] [_______]
Louisiana [_______] [_______]
Maine [_______] [_______]
Maryland [_______] [_______]
Massachusetts [_______] [_______]
Michigan [_______] [_______]
Minnesota [_______] [_______]
Mississippi [_______] [_______]
Missouri [_______] [_______]
Montana [_______] [_______]
Nebraska [_______] [_______]
Nevada [_______] [_______]
New Hampshire [_______] [_______]
New Jersey [_______] [_______]
New Mexico [_______] [_______]
New York [_______] [_______]
North Carolina [_______] [_______]
North Dakota [_______] [_______]
Ohio [_______] [_______]
Oklahoma [_______] [_______]
Oregon [_______] [_______]
Pennsylvania [_______] [_______]
Rhode Island [_______] [_______]
South Carolina [_______] [_______]
South Dakota [_______] [_______]
Tennessee [_______] [_______]
Texas [_______] [_______]
Utah [_______] [_______]
Vermont [_______] [_______]
Virginia [_______] [_______]
Washington [_______] [_______]
West Virginia [_______] [_______]
Wisconsin [_______] [_______]
Wyoming [_______] [_______]
</TABLE>
MCI CONFIDENTIAL
C-4
<PAGE>
EXHIBIT D
***INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.***
CNS International Non-Dedicated Rates
<TABLE>
<CAPTION>
Rate Per
Country Minute
- ------- ------
<S> <C>
Albania [-----]
Algeria [-----]
American Samoa [-----]
Angola [-----]
Anguilla [-----]
Antarctica [-----]
Antigua [-----]
Argentina [-----]
Armenia [-----]
Aruba [-----]
Ascension Islands [-----]
Australia [-----]
Austria [-----]
Bahamas [-----]
Bahrain [-----]
Bangladesh [-----]
Barbados [-----]
Belarus [-----]
Belgium [-----]
Belize [-----]
Benin [-----]
Bermuda [-----]
Bolivia [-----]
Botswana [-----]
Brazil [-----]
British Virgin Islands [-----]
Bulgaria [-----]
Burkina Faso [-----]
Burundi [-----]
Cameroon [-----]
Cape Verde Islands [-----]
Cayman Islands [-----]
Chad [-----]
Chile [-----]
China [-----]
Colombia [-----]
Congo [-----]
Costa Rica [-----]
Croatia [-----]
Cuba (Guantanamo) [-----]
Cuba (Havana) [-----]
Czech Republic [-----]
Denmark [-----]
Diego Garcia [-----]
Djibouti [-----]
Dominican Republic [-----]
</TABLE>
MCI CONFIDENTIAL
D-1
<PAGE>
<TABLE>
<S> <C>
Ecuador [_____]
Egypt [_____]
El Salvador [_____]
Equatorial Guinea [_____]
Eritrea [_____]
Estonia [_____]
Ethiopia [_____]
Faeroe Islands [_____]
Falkland Islands [_____]
Fiji Islands [_____]
Finland [_____]
France [_____]
French Guiana [_____]
Gabon [_____]
Gambia [_____]
Georgia [_____]
Germany [_____]
Ghana [_____]
Gibraltar [_____]
Greece [_____]
Greenland [_____]
Grenada [_____]
Guadeloupe [_____]
Guatemala [_____]
Guinea [_____]
Guinea-Bissau [_____]
Guyana [_____]
Haiti [_____]
Honduras [_____]
Hong Kong [_____]
Hungary [_____]
Iceland [_____]
India [_____]
Indonesia [_____]
Iran [_____]
Ireland [_____]
Israel [_____]
Italy [_____]
Ivory Coast [_____]
Jamaica [_____]
Japan [_____]
Jordan [_____]
Kenya [_____]
Korea, South [_____]
Kuwait [_____]
Latvia [_____]
Lebanon [_____]
Libya [_____]
Lithuania [_____]
Luxembourg [_____]
Macao [_____]
</TABLE>
MCI CONFIDENTIAL
D-2
<PAGE>
<TABLE>
<S> <C>
Macedonia [_____]
Madagascar [_____]
Malaysia [_____]
Maldives [_____]
Mali [_____]
Malta [_____]
Marshall Islands [_____]
Mauritania [_____]
Mauritius [_____]
Mayotte Island [_____]
Micronesia [_____]
Moldova [_____]
Mongolia [_____]
Montserrat [_____]
Morocco [_____]
Mozambique [_____]
Myanmar (Burma) [_____]
Namibia [_____]
Nauru [_____]
Nepal [_____]
Netherlands [_____]
Netherlands Antilles [_____]
New Zealand [_____]
Nicaragua [_____]
Niger [_____]
Nigeria [_____]
Norway [_____]
Oman [_____]
Pakistan [_____]
Palau [_____]
Panama [_____]
Paraguay [_____]
Peru [_____]
Philippines [_____]
Poland [_____]
Portugal [_____]
Qatar [_____]
Reunion Island [_____]
Romania [_____]
Russia [_____]
Rwanda [_____]
San Marino [_____]
Sao Tome And Principe [_____]
Saudi Arabia [_____]
Senegal [_____]
Seychelles [_____]
Sierra Leone [_____]
Singapore [_____]
Slovenia [_____]
Somalia [_____]
South Africa [_____]
</TABLE>
MCI CONFIDENTIAL
D-3
<PAGE>
<TABLE>
<S> <C>
Spain [_____]
Sri Lanka [_____]
St. Kitts [_____]
St. Lucia [_____]
St. Pierre And Miquelon [_____]
St. Vincent And Grenadines [_____]
Sudan [_____]
Suriname [_____]
Swaziland [_____]
Sweden [_____]
Switzerland [_____]
Syria [_____]
Taiwan [_____]
Tanzania [_____]
Thailand [_____]
Togo [_____]
Tonga [_____]
Trinidad And Tobago [_____]
Tunisia [_____]
Turkey [_____]
Turks And Caicos Islands [_____]
Ukraine [_____]
United Arab Emirates [_____]
United Kingdom [_____]
Uruguay [_____]
Venezuela [_____]
Vietnam [_____]
Yemen Arab Republic [_____]
Zaire [_____]
Zambia [_____]
Zimbabwe [_____]
</TABLE>
MCI CONFIDENTIAL
D-4
<PAGE>
EXHIBIT D
***INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
CNS International Dedicated Rates
<TABLE>
<CAPTION>
Rate Per
Country Minute
- ------- ------
<S> <C>
Albania [_____]
Algeria [_____]
American Samoa [_____]
Angola [_____]
Anguilla [_____]
Antarctica [_____]
Antigua [_____]
Argentina [_____]
Armenia [_____]
Aruba [_____]
Ascension Islands [_____]
Australia [_____]
Austria [_____]
Bahamas [_____]
Bahrain [_____]
Bangladesh [_____]
Barbados [_____]
Belarus [_____]
Belgium [_____]
Belize [_____]
Benin [_____]
Bermuda [_____]
Bolivia [_____]
Botswana [_____]
Brazil [_____]
British Virgin Islands [_____]
Bulgaria [_____]
Burkina Faso [_____]
Burundi [_____]
Cameroon [_____]
Cape Verde Islands [_____]
Cayman Islands [_____]
Chad [_____]
Chile [_____]
China [_____]
Colombia [_____]
Congo [_____]
Costa Rica [_____]
Croatia [_____]
Cuba (Guantanamo) [_____]
Cuba (Havana) [_____]
Czech Republic [_____]
Denmark [_____]
Diego Garcia [_____]
Djibouti [_____]
Dominican Republic [_____]
Ecuador [_____]
</TABLE>
MCI CONFIDENTIAL
D-5
<PAGE>
<TABLE>
<CAPTION>
Rate Per
Country Minute
- ------- ------
<S> <C>
Egypt [_____]
El Salvador [_____]
Equatorial Guinea [_____]
Eritrea [_____]
Estonia [_____]
Ethiopia [_____]
Faeroe Islands [_____]
Falkland Islands [_____]
Fiji Islands [_____]
Finland [_____]
France [_____]
French Guiana [_____]
Gabon [_____]
Gambia [_____]
Georgia [_____]
Germany [_____]
Ghana [_____]
Gibraltar [_____]
Greece [_____]
Greenland [_____]
Grenada [_____]
Guadeloupe [_____]
Guatemala [_____]
Guinea [_____]
Guinea-Bissau [_____]
Guyana [_____]
Haiti [_____]
Honduras [_____]
Hong Kong [_____]
Hungary [_____]
Iceland [_____]
India [_____]
Indonesia [_____]
Iran [_____]
Ireland [_____]
Israel [_____]
Italy [_____]
Ivory Coast [_____]
Jamaica [_____]
Japan [_____]
Jordan [_____]
Kenya [_____]
Korea, South [_____]
Kuwait [_____]
Latvia [_____]
Lebanon [_____]
Libya [_____]
Lithuania [_____]
Luxembourg [_____]
Macao [_____]
Macedonia [_____]
Madagascar [_____]
</TABLE>
MCI CONFIDENTIAL
D-6
<PAGE>
<TABLE>
<CAPTION>
Rate Per
Country Minute
- ------- ------
<S> <C>
Malaysia [_____]
Maldives [_____]
Mali [_____]
Malta [_____]
Marshall Islands [_____]
Mauritania [_____]
Mauritius [_____]
Mayotte Island [_____]
Micronesia [_____]
Moldova [_____]
Mongolia [_____]
Montserrat [_____]
Morocco [_____]
Mozambique [_____]
Myanmar (Burma) [_____]
Namibia [_____]
Nauru [_____]
Nepal [_____]
Netherlands [_____]
Netherlands Antilles [_____]
New Zealand [_____]
Nicaragua [_____]
Niger [_____]
Nigeria [_____]
Norway [_____]
Oman [_____]
Pakistan [_____]
Palau [_____]
Panama [_____]
Paraguay [_____]
Peru [_____]
Philippines [_____]
Poland [_____]
Portugal [_____]
Qatar [_____]
Reunion Island [_____]
Romania [_____]
Russia [_____]
Rwanda [_____]
San Marino [_____]
Sao Tome And Principe [_____]
Saudi Arabia [_____]
Senegal [_____]
Seychelles [_____]
Sierra Leone [_____]
Singapore [_____]
Slovenia [_____]
Somalia [_____]
South Africa [_____]
Spain [_____]
Sri Lanka [_____]
St. Kitts [_____]
</TABLE>
MCI CONFIDENTIAL
D-7
<PAGE>
<TABLE>
<CAPTION>
Rate Per
Country Minute
------- ------
<S> <C>
St. Lucia [_____]
St. Pierre And Miquelon [_____]
St. Vincent And Grenadines [_____]
Sudan [_____]
Suriname [_____]
Swaziland [_____]
Sweden [_____]
Switzerland [_____]
Syria [_____]
Taiwan [_____]
Tanzania [_____]
Thailand [_____]
Togo [_____]
Tonga [_____]
Trinidad And Tobago [_____]
Tunisia [_____]
Turkey [_____]
Turks And Caicos Islands [_____]
Ukraine [_____]
United Arab Emirates [_____]
United Kingdom [_____]
Uruguay [_____]
Venezuela [_____]
Vietnam [_____]
Yemen Arab Republic [_____]
Zaire [_____]
Zambia [_____]
Zimbabwe [_____]
</TABLE>
MCI CONFIDENTIAL
D-8
<PAGE>
EXHIBIT E
***INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
Prism I International Rates
Customer will receive the following rates.
<TABLE>
<CAPTION>
Rate Per
Country Minute
------- ------
<S> <C>
Albania [_____]
Algeria [_____]
American Samoa [_____]
Angola [_____]
Anguilla [_____]
Antarctica [_____]
Antigua [_____]
Argentina [_____]
Armenia [_____]
Aruba [_____]
Ascension Islands [_____]
Australia [_____]
Austria [_____]
Bahamas [_____]
Bahrain [_____]
Bangladesh [_____]
Barbados [_____]
Belarus [_____]
Belgium [_____]
Belize [_____]
Benin [_____]
Bermuda [_____]
Bolivia [_____]
Botswana [_____]
Brazil [_____]
British Virgin Islands [_____]
Bulgaria [_____]
Burkina Faso [_____]
Burundi [_____]
Cameroon [_____]
Cape Verde Islands [_____]
Cayman Islands [_____]
Chad [_____]
Chile [_____]
China [_____]
Colombia [_____]
Congo [_____]
Costa Rica [_____]
Croatia [_____]
Cuba (Guantanamo) [_____]
Cuba (Havana) [_____]
Czech Republic [_____]
Denmark [_____]
Diego Garcia [_____]
Djibouti [_____]
Dominican Republic [_____]
</TABLE>
MCI CONFIDENTIAL
E-I
<PAGE>
<TABLE>
<S> <C>
Ecuador [_____]
Egypt [_____]
El Salvador [_____]
Equatorial Guinea [_____]
Eritrea [_____]
Estonia [_____]
Ethiopia [_____]
Faeroe Islands [_____]
Falkland Islands [_____]
Fiji Islands [_____]
Finland [_____]
France [_____]
French Guiana [_____]
Gabon [_____]
Gambia [_____]
Georgia [_____]
Germany [_____]
Ghana [_____]
Gibraltar [_____]
Greece [_____]
Greenland [_____]
Grenada [_____]
Guadeloupe [_____]
Guatemala [_____]
Guinea [_____]
Guinea-Bissau [_____]
Guyana [_____]
Haiti [_____]
Honduras [_____]
Hong Kong [_____]
Hungary [_____]
Iceland [_____]
India [_____]
Indonesia [_____]
Iran [_____]
Ireland [_____]
Israel [_____]
Italy [_____]
Ivory Coast [_____]
Jamaica [_____]
Japan [_____]
Jordan [_____]
Kenya [_____]
Korea, South [_____]
Kuwait [_____]
Latvia [_____]
Lebanon [_____]
Libya [_____]
Lithuania [_____]
Luxembourg [_____]
Macao [_____]
Macedonia [_____]
Madagascar [_____]
Malaysia [_____]
</TABLE>
MCI CONFIDENTIAL
E-2
<PAGE>
<TABLE>
<S> <C>
Maldives [_____]
Mali [_____]
Malta [_____]
Marshall Islands [_____]
Mauritania [_____]
Mauritius [_____]
Mayotte Island [_____]
Micronesia [_____]
Moldova [_____]
Mongolia [_____]
Montserrat [_____]
Morocco [_____]
Mozambique [_____]
Myanmar (Burma) [_____]
Namibia [_____]
Nauru [_____]
Nepal [_____]
Netherlands [_____]
Netherlands Antilles [_____]
New Zealand [_____]
Nicaragua [_____]
Niger [_____]
Nigeria [_____]
Norway [_____]
Oman [_____]
Pakistan [_____]
Palau [_____]
Panama [_____]
Paraguay [_____]
Peru [_____]
Philippines [_____]
Poland [_____]
Portugal [_____]
Qatar [_____]
Reunion Island [_____]
Romania [_____]
Russia [_____]
Rwanda [_____]
San Marino [_____]
Sao Tome And Principe [_____]
Saudi Arabia [_____]
Senegal [_____]
Seychelles [_____]
Sierra Leone [_____]
Singapore [_____]
Slovenia [_____]
Somalia [_____]
South Africa [_____]
Spain [_____]
Sri Lanka [_____]
St. Kitts [_____]
St. Lucia [_____]
St. Pierre And Miquelon [_____]
St. Vincent And Grenadines [_____]
</TABLE>
MCI CONFIDENTIAL
E-3
<PAGE>
<TABLE>
<S> <C>
Sudan [_____]
Suriname [_____]
Swaziland [_____]
Sweden [_____]
Switzerland [_____]
Syria [_____]
Taiwan [_____]
Tanzania [_____]
Thailand [_____]
Togo [_____]
Tonga [_____]
Trinidad And Tobago [_____]
Tunisia [_____]
Turkey [_____]
Turks And Caicos Islands [_____]
Ukraine [_____]
United Arab Emirates [_____]
United Kingdom [_____]
Uruguay [_____]
Venezuela [_____]
Vietnam [_____]
Yemen Arab Republic [_____]
Zaire [_____]
Zambia [_____]
Zimbabwe [_____]
</TABLE>
MCI CONFIDENTIAL
E-4
<PAGE>
EXHIBIT F
***INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
MCI INTERNATIONAL TOLL FREE DAL SERVICE
Customer will receive the following rates.
<TABLE>
<CAPTION>
Rate Per
Country Minute
------- ------
<S> <C>
Antigua [_____]
Australia [_____]
Bahamas [_____]
Bahrain [_____]
Barbados [_____]
Belgium [_____]
Bermuda [_____]
Brazil [_____]
Cayman Islands [_____]
Chile [_____]
China [_____]
Colombia [_____]
Costa Rica [_____]
Cyprus [_____]
Denmark [_____]
Dominican Republic [_____]
Ecuador [_____]
El Salvador [_____]
Finland [_____]
France [_____]
Germany [_____]
Greece [_____]
Guatemala [_____]
Hong Kong [_____]
Hungary [_____]
Indonesia [_____]
Ireland [_____]
Israel [_____]
Italy [_____]
Jamaica [_____]
Japan [_____]
Korea, South [_____]
Luxembourg [_____]
Malaysia [_____]
Marshall Islands [_____]
Netherlands [_____]
Netherlands Antilles [_____]
New Zealand [_____]
Nicaragua [_____]
Norway [_____]
Panama [_____]
Peru [_____]
Philippines [_____]
Poland [_____]
Portugal [_____]
Qatar [_____]
</TABLE>
MCI CONFIDENTIAL
F-1
<PAGE>
<TABLE>
<S> <C>
Romania [_____]
San Marino [_____]
Singapore [_____]
South Africa [_____]
Spain [_____]
St. Lucia [_____]
St. Vincent And Grenadines [_____]
Sweden [_____]
Switzerland [_____]
Taiwan [_____]
Thailand [_____]
Trinidad And Tobago [_____]
Turkey [_____]
United Arab Emirates [_____]
United Kingdom [_____]
Venezuela [_____]
</TABLE>
MCI CONFIDENTIAL
F-2
<PAGE>
EXHIBIT G
***INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
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
[_____] per minute.
2) (a) 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.
(b) Customer shall receive a credit for domestic intrastate
usage of MCI Feature Card Service, which when combined with the rates
identified in 2)(a) above, shall yield the postalized rate of [_____]
per minute (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).
(c) The credit amount in 2)(b) above shall be applied to
Customer's domestic interstate monthly usage charges (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 the MCI Feature Card Service). The credit
amount in any month shall not exceed such interstate monthly usage
charges and shall not be carried forward to any subsequent month.
3) During each month of the Service Term, Customer shall
receive a credit calculated by multiplying [_________________] times
Customer's domestic interstate, intrastate (after application of the
credit described in Paragraph 2)(b) above) and international usage
charges of MCI Feature Card Service (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).
The credit amount shall be applied to Customer's domestic interstate
monthly usage charges (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
the MCI Feature Card Service). The credit amount in any month shall
not exceed such interstate monthly usage charges and shall not be
carried forward to any subsequent month.
4) The following MCI Feature Card surcharges shall be charged
according to the following schedule:
MCI CONFIDENTIAL
G-1
<PAGE>
<TABLE>
<CAPTION>
FROM TO Direct Station to Person to
---- -- ------ ---------- ---------
Dial Station Person
---- ------- ------
<S> <C> <C> <C> <C>
United States ("U.S.") U.S., Puerto Rico, U.S. Virgin Islands,
Alaska & Hawaii [____] [____] [____]
U.S. U.S., within the same State
(domestic intrastate) [____] [____] [____]
Puerto Rico U.S. [____] [____] [____]
U.S. Virgin Islands U.S. [____] [____] [____]
U.S., Puerto Rico & U.S. Virgin Island Canada [____] [____] [____]
U.S., Puerto Rico & U.S. Virgin Islands International Locations other than Canada [____] [____] [____]
Canada U.S., Puerto Rico & U.S. Virgin Islands [____] [____] [____]
Canada International Locations [____] [____] [____]
</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 available under MCI VIP, MCI
VIP Plus, MCI MOD and MCI CAS Service.
6) For MCI Feature Card Service, If Customer elects to use
MCI for fulfillment, Customer shall pay MCI 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
[___________________] of the fulfillment costs.
7) For MCI Feature Card Service, MCI shall provide the
fraud detection procedures set forth in the Attachment to Exhibit G,
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 the Attachment to Exhibit G.
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 Feature
Card 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>
$ 0-$ 999 [____]
$ 1,000-$ 19,999 [____]
$ 20,000 - $49,999 [____]
$ 50,000 - $99,999 [____]
$100,000 - $249,999 [____]
$250,000 - $374,999 [____]
$375,000 + [____]
</TABLE>
MCI CONFIDENTIAL
G-2
<PAGE>
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 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 Customers usage of tariffed Feature Card
Services (i.e., conference calling) as determined by Customer's
Tariffed Feature Services Monthly Usage (as defined below):
<TABLE>
<CAPTION>
Tariffed
Feature Services
Monthly Usage Discount
------------- --------
<S> <C>
$ 0 - $ 1,499 [___]
$ 1,500 - $ 37,499 [___]
$37,500 - $112,499 [___]
$112,500 - $187,499 [___]
$187,500 - $374,999 [___]
$375,000 - $562,499 [___]
$562,500+ [___]
</TABLE>
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.
MCI CONFIDENTIAL
G-3
<PAGE>
ATTACHMENT TO EXHIBIT G
MCI FEATURE CARD FRAUD DETECTION PROCEDURES
-------------------------------------------
All calling card calls will be validated by MCI to permit only those calls
authorized or facilitated by Customer 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.
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.
MCI CONFIDENTIAL
G-4
<PAGE>
ATTACHMENT 2
***INFORMATION IN THIS ATTACHMENT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
MCI CARRIER OPERATOR SERVICES
Customer is interested in buying MCI Carrier Operator Services for resale and
MCI is interested in providing such services to Customer. In order to accomplish
those purposes the parties hereby agree as follows:
1. Operator Services.
-----------------
(a) Carrier Operator Services for Carrier Network Services Customers may
not be supported by MCI in all LEC end offices due to excessive
requirements for CIC loading and administrative demands by such LEC, in the
determination of MCI.
(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. 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
operator shall be handled in accordance with MCI standard operating
procedures. MCI makes no representation or warranty as to the handling of
9l1 or other emergency calls.
(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 l-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+ 1OXXX domestic and
international dialing and which indicates to operators that the
telephone is restricted to prohibit billing to the original ANI.
MCI CONFIDENTIAL
-1-
<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.
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 - 50,000 [______] [______]
50,001 - 100,000 [______] [______]
100,001 - 200,000 [______] [______]
200,001 - 500,000 [______] [______]
500,001 - 1,000,000 [______] [______]
1,000,001 - 1,500,000 [______] [______]
1,500,000+ [______] [______]
</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. However, Customer shall
indemnify MCI and hold MCI harmless from any and all claims, damages,
fines, penalties or other liabilities (including attorney fees) arising
from the inaccuracy of any information or the inadequacy of any procedures
or personnel.
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 800 number.
5. Language Assistance. Customer agrees that if, on a monthly basis, calls
-------------------
utilizing MCI Carrier Operator Services language assistance exceed thirty
percent (30%), Customer shall pay [_______] the Tariff rate for all calls
exceeding thirty percent (30%).
6. Brand. Customer agrees to resell MCI Carrier Operator Services in its own
-----
name only.
7. Service Delivery. Customer agrees to receive Carrier Operator Services from
----------------
and deliver Carrier Operator Services to a MCI point of presence by
utilizing MCI TDS-1.5 Service, TDS-45 Service or Carrier Network Services.
MCI CONFIDENTIAL
-2-
<PAGE>
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 and hold MCI
harmless from any and all claims, damages, fines, penalties or other
liabilities (including attorney fees) arising from the inaccuracy of any
information or the inadequacy of any procedures or personnel.
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. Limitation of Liability. Except in cases involving proved willful or wanton
-----------------------
misconduct, MCI's liability to Customer 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.
12. Indemnification. Customer shall indemnify MCI and its affiliated companies
---------------
and its or their respective officers, directors, employees, agents or
subcontractors and hold them harmless from all costs, expenses, liability,
losses, damages, suits, fines, penalties, claims, and demands of every kind
or nature arising out of or related to this Agreement and shall pay
reasonable attorney's fees and costs, including allocable costs of in house
counsel, incurred by MCI in enforcing this Agreement
13. Force Majeure. If because of force majeure, MCI is unable wholly or in part
-------------
to carry out any of its obligations under this Agreement, 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, acts of God, riots, insurrection, war, labor dispute,
fire, flood, explosion, orders or acts of military or civil authority, and
any other cause beyond MCI's reasonable control.
14. LIDB. In addition to the automated and live rates in Paragraph 2, Customer
----
shall pay (in addition to all applicable taxes and tax-related surcharges)
a flat fee per attempt of $0.045 for Line Identification Database ("LIDB").
The LIDB fee will be charged for every call that Customer's switch releases
to MCI's Carrier Operator Services.
MCI CONFIDENTIAL
-3-
<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
MCI CONFIDENTIAL
-1-
<PAGE>
ATTACHMENT 4
(The headings in this Exhibit are for reference and convenience only, and in no
way shall they define or limit the scope of each LEC Group.)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
AMERITECH
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9329 AMERITECH/ILLINOIS BELL IL 9321 AMERITECH/OHIO BELL OH
9325 AMERITECH/INDIANA BELL IN 9327 AMERITECH/WISCONSIN BELL WI
9323 AMERITECH/MICHIGAN BELL MI
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
BELL ATLANTIC
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9208 BELL ATL/BELL OF PA PA 9213 BELL ATL/C & P OF VA VA
9211 BELL ATL/C & P OF DC DC 9214 BELLATL/C & P OF WV WV
9211 BELL ATL/C & P OF DC VA 9210 BELL ATL/DIAMOND TEL DE
9212 BELL ATL/C & P OF MD MD 9206 BELL ATL/NEW JERSEY BELL NJ
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
BELL SOUTH
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9419 BELL SOUTH/SOUTH CENTRAL BELL AL 9419 BELL SOUTH/SOUTH CENTRAL BELL TN
9419 BELL SOUTH/SOUTH CENTRAL BELL FL 9417 BELL SOUTH/ SOUTHERN BELL AL
9419 BELL SOUTH/SOUTH CENTRAL BELL GA 9417 BELL SOUTH/ SOUTHERN BELL FL
9419 BELL SOUTH/SOUTH CENTRAL BELL KY 9417 BELL SOUTH/ SOUTHERN BELL GA
9419 BELL SOUTH/SOUTH CENTRAL BELL LA 9417 BELL SOUTH/ SOUTHERN BELL NC
9419 BELL SOUTH/SOUTH CENTRAL BELL MS 9417 BELL SOUTH/ SOUTHERN BELL SC
9419 BELL SOUTH/SOUTH CENTRAL BELL NC
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
NYNEX
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9102 NYNEX/NEW ENGLAND TEL MA 9102 NYNEX/NEW ENGLAND TEL RI
9102 NYNEX/NEW ENGLAND TEL ME 9102 NYNEX/NEW ENGLAND TEL VT
9102 NYNEX/NEW ENGLAND TEL NH 9104 NYNEX/NEW YORK TEL NY
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PACIFIC TELESIS
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9742 PAC TELESIS/NEV BELL NV 9740 PAC TELESIS/PAC BELL CA
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SOUTHWESTERN BELL
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9533 SOUTHWESTERN BELL AR 9533 SOUTHWESTERN BELL NE
9533 SOUTHWESTERN BELL IL 9533 SOUTHWESTERN BELL OK
9533 SOUTHWESTERN BELL KS 9533 SOUTHWESTERN BELL TN
9533 SOUTHWESTERN BELL MO 9533 SOUTHWESTERN BELL TX
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
US WEST
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9636 US WEST/MOUNTAIN BELL AZ 9631 US WEST/NORTHWESTERN BELL MN
9636 US WEST/MOUNTAIN BELL CO 9631 US WEST/NORTHWESTERN BELL MO
9636 US WEST/MOUNTAIN BELL ID 9631 US WEST/NORTHWESTERN BELL MT
9636 US WEST/MOUNTAIN BELL MT 9631 US WEST/NORTHWESTERN BELL ND
9636 US WEST/MOUNTAIN BELL ND 9631 US WEST/NORTHWESTERN BELL NE
9636 US WEST/MOUNTAIN BELL NE 9631 US WEST/NORTHWESTERN BELL SD
9636 US WEST/MOUNTAIN BELL NM 9631 US WEST/NORTHWESTERN BELL WI
</TABLE>
MCI CONFIDENTIAL
-1-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
US WEST
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
9636 US WEST/MOUNTAIN BELL UT 9631 US WEST/NORTHWESTERN BELL WY
9636 US WEST/MOUNTAIN BELL WY 9638 US WEST/PACIFIC NORTHWEST BELL ID
9631 US WEST/NORTHWESTERN BELL CO 9638 US WEST/PACIFIC NORTHWEST BELL OR
9631 US WEST/NORTHWESTERN BELL IA 9638 US WEST/PACIFIC NORTHWEST BELL WA
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
GTE
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
2319 GTE CA CA 4311 GTE NORTH - IA IA
328 GTE FL FL 4311 GTE NORTH - IA MO
1015 GTE IL IL 4314 GTE NORTH - NE KS
772 GTE IN & OHIO IN 4314 GTE NORTH - NE NE
772 GTE IN & OHIO OH 4313 GTE NORTH - SW DIV MO
6827 GTE MOBILNET VA VA 1186 GTE NORTH INC IA
6804 GTE MOBILNET BRGHM AL 1186 GTE NORTH INC MO
6805 GTE MOBILNET HTSVL AL 169 GTE OF PA/NORTH MA DIV PA
6516 GTE MOBILNET OF CALIFORNIA CA 4323 GTE OF THE NW - OR OR
6516 GTE MOBILNET OF CALIFORNIA IN 4324 GTE OF THE NW - WA WA
6516 GTE MOBILNET OF CALIFORNIA TX 4341 GTE OF THE SW - AR AR
6725 GTE MOBILNET OF INDIANA IL 4342 GTE OF THE SW - NM NM
6725 GTE MOBILNET OF INDIANA IN 4343 GTE OF THE SW - OK OK
6725 GTE MOBILNET OF INDIANA PA 4344 GTE OF THE SW - TX AR
6722 GTE MOBILNET OF OHIO LIMITED OH 4344 GTE OF ThE SW - TX OK
PARTNERSHIP
6339 GTE MOBILNET OF TAMPA, INC. FL 4344 GTE OF THE SW - TX TX
6323 GTE MOBILNET OF THE SOUTHEAST IN 615 GTE OHIO MI
6323 GTE MOBILNET OF THE SOUTHEAST KY 615 GTE OHIO OH
6323 GTE MOBILNET OF THE SOUTHEAST OH 4331 GTE SOUTH - AL AL
6323 GTE MOBILNET OF THE SOUTHEAST PA 1000 GTE SOUTH - IL IL
6323 GTE MOBILNET OF THE SOUTHEAST TN 407 GTE SOUTH - KY KY
6326 GTE MOBILNET OF THE SOUTHEAST - GA 4337 GTE SOUTH - MA DIV VA
GEORGIA
6326 GTE MOBILNET OF THE SOUTHEAST - IA 4334 GTE SOUTH - NC NC
GEORGIA
6326 GTE MOBILNET OF THE SOUTHEAST - KY 4335 GTE SOUTH - SC SC
GEORGIA
6326 GTE MOBILNET OF THE SOUTHEAST - OH 479 GTE SOUTH - SE DIV GA
GEORGIA
6326 GTE MOBILNET OF THE SOUTHEAST - WA 479 GTE SOUTH - SE DIV NC
GEORGIA
6324 GTE MOBILNET OF THE SOUTHEAST - NC 2080 GTSW - SW DIV NM
NORTH CAROLINA
6324 GTE MOBILNET OF THE SOUTHEAST - VA 2080 GTSW - SW DIV TX
NORTH CAROLINA
6325 GTE MOBILNET OF THE SOUTHEAST - SC
SOUTH CAROLINA
4311 GTE NORTH - IA MN 1186 GTE NORTH INC MN
4312 GTE NORTH - MN IA 4321 GTE OF THE NW - ID ID
4312 GTE NORTH - MN MN 4321 GTE OF THE NW - ID WA
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Cincinnati Bell
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE
- --- ---- -----
<S> <C> <C>
9348 CINCINNATI BELL - OHIO/KENTUCKY IN
9348 CINCINNATI BELL - OHIO/KENTUCKY KY
9348 CINCINNATI BELL - OHIO/KENTUCKY OH
</TABLE>
MCI CONFIDENTIAL
-2-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SNET
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE
- --- ---- -----
<S> <C> <C>
9147 SNET/SOUTHERN NEW ENGLAND TEL CT
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
United
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
832 UNITED TEL OF IN IN 2400 UNITED NW OR
832 UNITED TEL OF IN OH 2400 UNITED NW WA
1456 UNITED TEL OF MN MN 341 UNITED TEL FL FL
1841 UNITED TEL SYSTEM KS 963 UNITED TEL CO WI
1841 UNITED TEL SYSTEM OK 506 UNITED TEL CO CAROL SC
1842 UNITED TELCO OF KS KS 581 UNITED TEL CO INC TN
661 UNITED TELCO OF OHIO OH 1957 UNITED TEL CO OF MO IA
1595 UNITED TELCO OF WEST CO 1957 UNITED TEL CO OF MO MO
1595 UNITED TELCO OF WEST NE 209 UNITED TEL CO OF PA PA
1595 UNITED TELCO OF WEST WY 2084 UNITED TEL CO OF TX TX
1636 UNTD TEL MUTUAL AID ND 138 UNITED TEL NJ NJ
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Contel
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
1036 CONTEL IL IL 170 CONTEL OF PA PA
1036 CONTEL IL WI 1846 CONTEL SYS OF MO MO
410 CONTEL KY KY 1700 CONTEL SYSTEM OF ARKANSAS AR
1730 CONTEL OF ARKANSAS AR 1700 CONTEL SYSTEM OF ARKANSAS OK
1730 CONTEL OF ARKANSAS MO 1135 CONTEL SYSTEM OF IOWA IA
1730 CONTEL OF ARKANSAS OK 2154 CONTEL TEXAS TX
1883 CONTEL OF EASTERN MISSOURI MO 233 CONTEL VA VA
607 CONTEL OF OHIO OH
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
NECA
- ---------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
1601 ABSARAKA COOP TEL CO ND 570 LORETTO TEL CO INC TN
1663 ACCENT COMMUNICATIONS, INC. ND 1229 LOST NATION ELWD TEL IA
1663 ACCENT COMMUNICATIONS, INC. SD 1423 LOWRY TEL CO MN
2191 ACCIPITER COMMUNICATIONS INC AZ 902 LUCK TEL CO WI
1346 ACE TEL ASSOC - IA IA 58 LUDLOW TEL CO VT
1346 ACE TEL ASSOC-IA MN 1232 LYNNVILLE COMM TELCO IA
1345 ACE TEL ASSOC - MN IA 1424 MABEL COOP TEL CO - IA IA
1345 ACE TEL ASSOC - MN MN 1424 MABEL COOP TEL CO - IA MN
704 ACE TEL CO OF MI MI 1425 MADELIA TEL CO MN
976 ADAMS TEL COOP IL 1709 MADISON COUNTY TEL AR
2178 AGATE TEL CO CO 1049 MADISON TEL CO IL
1347 ALBANY MUT TEL ASSN MN 1801 MADISON TEL CO INC KS
2213 ALBION TEL CO INC ID 1710 MAGAZINE TEL CO AR
2213 ALBION TEL CO INC UT 183 MAHANOY & MAHANTANGO PA
2090 ALENCO COMMUNICATION TX 3312 MAINE TELEPHONE COMPANY ME
669 ALLENDALE TEL CO MI 905 MANAWA TEL CO INC WI
1691 ALLTEL ARKANSAS INC AR 1426 MANCHESTER-HARTLAND MN
665 ALLTEL OH - WESTERN OH OH 1235 MANILLA TEL CO IA
344 ALMA TEL CO INC GA 2282 MANTI TEL CO UT
1860 ALMA TELEPHONE CO MO 104 MARGARETVILLE TEL CO NY
217 AMELIA TEL CORP VA 185 MARIANNA&SCENERY HL PA
842 AMERY TEL CO WI 1914 MARK TWAIN RURAL TEL MO
843 AMHERST TEL CO WI 1237 MARNE & ELK HORN TEL IA
1097 ANDREW TEL CO INC IA 908 MARO-ADAMS TEL COP I WI
</TABLE>
MCI CONFIDENTIAL
-3-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
NECA
- -----------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
1516 ARAPAHOE TEL COMPANY NE 1050 MARSEILES TEL CO IL
585 ARCADIA TEL CO OH 1238 MARTELLE COOP TEL A IA
1098 ARCADIA TEL COOP IA 2431 MASHELL TEL CO INC WA
280 ARDMORE TEL CO AL 1239 MASSENA TEL CO IA
280 ARDMORE TEL CO TN 533 MCCLELLANVL TEL CO SC
2171 ARIZONA TEL CO AZ 1669 MCCOOK COOP TEL CO SD
1517 ARLINGTON TEL CO NE 2430 MCDANIEL TEL CO INC WA
1640 ARMOUR IND TEL CO SD 1912 MCDONALD CO TEL CO MO
216 ARMSTRONG TEL CO MD MD 1047 MCDONOUGH TEL COOP I IL
256 ARMSTRONG TEL CO WV WV 2006 MCLOUD TEL CO OK
1374 ARROWHEAD COMM CORP MN 1241 MECHANICSVILLE TELCO IA
586 ARTHUR MUTUAL TEL CO OH 1251 MEDIAPOLIS TEL CO IA
1350 ARVIG TEL CO MN 2008 MEDICINE PARK TEL CO OK
2404 ASOTIN TEL CO OR 1430 MELROSE TEL CO MN
2404 ASOTIN TEL CO WA 46 MERIDEN TEL CO NH
1101 ATKINS TEL CO INC IA 1053 METAMORA TEL CO IL
1966 ATLAS TELEPHONE CO OK 2010 MID-AMERICA TEL INC OK
588 AYERSVILLE TEL CO OH 1917 MID-MISSOURI TEL CO MO
2259 BACA VALLEY TEL CO NM 2112 MID-PLAINS RURAL TEL TX
844 BADGER STATE TELCO WI 881 MID-PLAINS TEL INC WI
1107 BALDWIN NASHVL TELCO IA 2246 MID-RIVERS TEL COOP MT
846 BALDWIN TELCOM INC WI 2246 MID-RIVERS TEL COOP ND
396 BALLARD RURAL TEL CO KY 460 MID-SOUTH TEL CO MS
1642 BALTIC COOP TEL CO SD 1433 MID-STATE TEL CO MN
469 BARNARDSVILLE TEL CO NC 3315 MID-MAINE TELECOM ME
1108 BARNES CITY COOP TEL IA 6020 MID-MISSOURI CELLULAR MO
676 BARRY CNTY TEL CO MI 1054 MID CENT TEL COOP I IL
589 BASCOM MUTUAL TEL CO OH 1187 MID IOWA TEL COOP IA
925 BAYLAND TEL INC WI 633 MIDDLE PT HOME TEL OH
3032 BEAR LAKE COMMUNICATIONS UT 105 MIDDLEBURGH TEL CO NY
1968 BEGGS TELEPHONE CO OK 1055 MIDLAND TEL CO IL
1673 BEK COMMUNICATIONS, INC. ND 1617 MID STATE TEL CO ND
1604 BEK TEL MUTUAL AID ND 1670 MID STATE TEL CO SD
847 BELMONT TEL CO WI 2226 MIDVALE TEL EXCH INC AZ
553 BEN LOMAND RU TEL CO TN 2226 MIDVALE TEL EXCH INC ID
2455 BENKELMAN TEL CO INC KS 2226 MIDVALE TEL EXCH INC OR
2455 BENKELMAN TEL CO INC NE 711 MIDWAY TEL CO MI
1356 BENTON COOP TEL CO MN 909 MIDWAY TEL CO WI
590 BENTON RIDGE TEL CO OH 1431 MIDWEST TEL CO MN
1649 BERESFORD MUNCPL TEL SD 1242 MILES COOP TEL ASSN IA
848 BERGEN TEL CO-WI WI 1243 MILLER TEL CO IA
73 BERKSHIRE TEL CO NY 1920 MILLER TEL CO INC MO
1110 BERNARD TEL CO INC IA 304 MILLRY TEL CO INC AL
2039 BIG BEND TEL CO INC TX 910 MILLTOWN MUT TEL CO WI
2192 BIG SANDY TELECOM CO 1245 MINBURN TEL CO IA
2181 BIJOU TEL CO CO 1246 MINERVA VLLY TEL CO IA
849 BLACK EARTH TEL CO WI 634 MINFORD TEL CO INC OH
1357 BLACKDUCK TEL CO MN 1437 MINNESOTA LAKE TEL MN
2235 BLACKFOOT TEL COOP ID 1439 MN VALLEY TEL CO INC MN
2235 BLACKFOOT TEL COOP MT 2353 MOAPA VALLEY TEL CO NV
1524 BLAIR TELEPHONE CO NE 1671 MOBRIDGE TELECOMMUNICATIONS SD
COMPANY
2182 BLANCA TEL CO CO 1247 MODERN COOP TEL CO IA
678 BLANCHARD TEL ASSOC MI 3335 MODERN TELECOMMUNICATIONS MO
COMPANY
554 BLEDSOE TEL COOP TN 2383 MOLALLA TEL CO OR
850 BLOOMER TEL CO WI 305 MON CRE TEL COOP INC AL
679 BLOOMINGDALE TEL CO MI 2384 MONITOR COOP TEL CO OR
2038 BLOSSOM TEL CO TX 790 MONON TEL CO INC IN
282 BLOUNTSVILLE TEL CO AL 2385 MONROE TEL CO OR
1358 BLUE EARTH VY TEL CO IA 1248 MONTEZUMA MUT TEL CO IA
1358 BLUE EARTH VY TEL CO MN 1622 MOORE & LIBERTY TEL ND
346 BLUE RIDGE TEL CO GA 915 MOSINEE TEL CO WI
1746 BLUE VALLEY TEL CO KS 1808 MOUNDRIDGE TEL CO KS
</TABLE>
MCI CONFIDENTIAL
-4-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
NECA
- ----------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- --- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
1746 BLUE VALLEY TEL CO NE 307 MOUNDVILLE TEL CO AL
512 BLUFFTON TEL & APPL SC 917 MOUNT VERNON TEL CO WI
851 BONDUEL TEL CO WI 1712 MOUNTAIN VIEW TEL CO AR
2073 BORDER TO BORDER TX 2386 MT ANGEL TEL CO OR
COMMUNICATIONS
463 BPS TELEPHONE CO. MO 238 MT GROVE-WILLIAMS VA
398 BRANDENBURG TEL CO KY 414 MT RURAL TEL COOP KY
347 BRANTLEY TEL CO INC GA 2227 MUDLAKE TEL COOP ID
2040 BRAZORIA TEL CO TX 2116 MUENSTER TEL COR TX TX
2041 BRAZOS TEL COOP INC TX 792 MULBERRY COOP TEL IN
332 BRAZOS TELECOMMUNICATIONS, INC. TX 2117 MUSTANG TEL CO TX
158 BRDGWATER-CANISTOTA SD 1250 MUT TEL CO MORN SUN IA
INDEPENDENT TELEPHONE CO.
1112 BREDA TEL CORP IA 1809 MUTUAL TEL CO KS
38 BRETTON WOODS TEL CO NH 1252 MUTUAL TELEPHONE CO IA
1362 BRIDGEWATER TEL CO MN 449 MYRTLE TEL CO MS
283 BRINDLEE MTN TEL CO AL 286 NATL TEL CO OF AL AL
1113 BROOKLYN MUT TEL CO IA 1574 NEBRASKA CENTRAL TEL NE
447 BRUCE TEL CO MS 2387 NEHALEM TEL & TEL CO OR
855 BRUCE TEL CO INC WI 375 NELSON BALL GROUND GA
2 BRYANT POND TEL CO ME 918 NELSON TEL COOP WI
591 BUCKLAND MUTUAL TEL OH 2247 NEMONT TEL COOP MT
219 BUGGS IS TEL COOP VA 2247 NEMONT TEL COOP ND
348 BULLOCH COUNTY RURAL GA 3029 NEW CASTLE TELEPHONE CO. VA
220 BURKES GRDN TEL CO VA 1927 NEW FLORENCE TEL CO MO
856 BURL BRI & WHE TEL WI 239 NEW HOPE TEL CO VA
1114 BURT TEL CO IA 308 NEW HOPE TEL COOP AL
1115 BUTLER-BREMER MUT CO IA 639 NEW KNOXVILLE TEL CO OH
284 BUTLER TEL CO INC AL 796 NEW LISBON TEL CO IN
1133 C-M-L TEL OF MER IA IA 1928 NEW LONDON TEL CO MO
2301 CALAVERAS TEL CO CA 797 NEW PARIS TEL INC IN
448 CALHOUN CITY TELCO I MS 1442 NEW ULM RURAL TEL MN
2311 CALIF OREGON TEL CO CA 1062 NEW WINDSOR TEL CO IL
1365 CALLAWAY TEL EXCHANG MN 107 NEWPORT TEL CO INC NY
983 CAMBRIDGE TEL CO IL 920 NIAGARA TEL CO WI
1526 CAMBRIDGE TEL CO NE 108 NICHOLVILLE TEL CO NY
2215 CAMBRIDGE TEL CO INC ID 1713 NO ARKANSAS TEL CO AR
351 CAMDEN TEL & TEL CO GA 1623 NOONAN FARMERS TEL ND
744 CAMDEN TEL CO INC IN 1447 NORTH DAKOTA TEL CO ND
425 CAMERON TEL CO LA 192 NORTH PENN TEL CO PA
425 CAMERON TEL CO TX 491 NORTH STATE TEL CO NC
426 CAMPTI-PLEA HILL TEL LA 2388 NORTH STATE TEL CO OR
1974 CANADIAN VALLEY TEL OK 1230 NORTHEAST IA TEL CO IA
2362 CANBY TEL ASSN OR 435 NORTHEAST LA TEL CO LA
1440 CANNON WY TELCOM IN MN 938 NORTHEAST TEL CO WI
2046 CAP ROCK TEL CO INC TX 1259 NORTHERN IA TEL CO IA
1976 CARNEGIE TEL CO OK 1259 NORTHERN IA TEL CO MN
683 CARR TEL CO MI 1500 NORTHERN TEL CO MN
1118 CASCADE TELEPHONE CO IA 2248 NORTHERN TEL COOP MT
2371 CASCADE UTILITIES I OR 61 NORTHFIELD TEL CO VT
1119 CASEY MUTUAL TEL CO IA 1445 NORTHLAND TEL CO MN
984 CASS COUNTY TEL CO IL 3316 NORTHLAND TELEPHONE OF MAINE, ME
INC.
472 CASS COUNTY TELEPHONE CO. KS 3316 NORTHLAND TELEPHONE OF MAINE, NH
INC.
472 CASS COUNTY TELEPHONE CO. MO 3331 NORTHLAND TELEPHONE OF VERMONT, VT
INC.
76 CASSADAGA TEL CORP NY 1625 NORTHWEST COMM CORP ND
285 CASTLEBERRY TEL CO AL 1261 NORTHWEST TEL COOP A IA
1697 CEN ARKANSAS TEL CO AR 1262 NORWAY RURAL TEL CO IA
1121 CENTER JCT TEL CO IA 644 NOVA TEL CO OH
3310 CENTRAL MONTANA MT 2193 NUCLA-NATURITA TEL CO
COMMUNICATIONS, INC.
1977 CENTRAL OKLAHOMA TEL OK 2194 NUNN TEL CO CO
</TABLE>
MCI CONFIDENTIAL
-5-
<PAGE>
- ----------------------------------------------------------
NECA
- ----------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE
- ---- ---- -----
<S> <C> <C>
1125 CENTRAL SCOTT TEL IA
859 CENTRAL STATE TEL Co WI
2114 CENTRAL TEL CO OF TX TX
2277 CENTRAL UTAH TEL INC UT
440 CENTURY TEL CO LA
2225 CENTURY TEL CO OF ID ID
702 CENTURY TEL OF MI MI
895 CENTURY TEL OF WI I MI
895 CENTURY TEL OF WI I WI
594 CHAMPAIGN TEL CO OH
77 CHAMPLAIN TEL CO NY
3330 CHAMPLAIN VALLEY TELECOM, INC. VT
685 CHATHAM TEL CO MI
78 CHAUTAUQUA-ERIE TEL NY
79 CHAZY & WESTPORT TEL NY
860 CHEQUAMEGON TEL COOP WI
1979 CHEROKEE TEL CO OK
515 CHESNEE TEL CO SC
516 CHESTER TEL CO SC
1647 CHEYENNE RIVER SIOX SD
861 CHIBARDUN TEL COOP I WI
40 CHICHESTER TEL CO NH
1980 CHICKASAW TEL CO OK
4 CHINA TEL CO ME
680 CHIPPEWA CNTY TEL CO MI
1893 CHOCTAW TELEPHONE CO MO
1981 CHOUTEAU TEL CO OK
2289 CHUGWATER TEL CO WY
2349 CHURCHILL CO TEL&TEL NV
1982 CIMARRON TEL CO OK
1129 CITIZENS MUT TEL CO IA
473 CITIZENS TEL CO NC
355 CITIZENS TEL CO INC GA
750 CITIZENS TEL CO INC IN
225 CITIZENS TEL COOP VA
863 CITIZENS TEL COOP I WI
751 CITIZENS TEL CORP IN
96 CITIZENS TELECOM.- NY NY
96 CITIZENS TELECOM.- NY PA
1353 CITY OF BARNESVL TEL MN
1370 CLARA CITY TEL EXCH MN
1130 CLARENCE TEL CO INC IA
3308 CLARK FORK TELECOMMUNICATIONS, INC. MT
1531 CLARKS TELEPHONE CO NE
990 CLARKSVL MUT TEL CO IL
753 CLAY CNTY RURAL TEL IN
2363 CLEAR CK MUTUAL TEL OR
865 CLEAR LAKE TEL CO I WI
1132 CLEAR LK IND TEL CO IA
1372 CLEMENTS TELE CO MN
1698 CLEVELAND CO TEL CO AR
688 CLIMAX TEL CO MI
5 COBBOSSEECONTEE TELC ME
866 COCHRANE COOP TEL CO WI
2057 COLEMAN COUNTY TEL TX
1134 COLO TELEPHONE CO IA
2059 COLORADO VLY TEL CO TX
2364 COLTON TEL CO OR
604 COLUMBUS GROVE TEL OH
1756 COLUMBUS TEL CO KS
2060 COMANCHE CTY TEL CO TX
776 COMM CORP OF IND IN
161 COMMONWEALTH TEL CO PA
800 NW INDIANA TEL CO IN
311 OAKMAN TEL CO INC AL
714 OGDEN TEL CO MI
110 OGDEN TEL CO NY
1263 OGDEN TELEPHONE CO IA
2014 OKLA WESTERN TEL OK
1984 OKLAHOMA COMM SYS OK
2013 OKLAHOMA TEL&TEL OK
1264 OLIN TEL CO INC IA
111 ONEIDA CTY RL TEL CO NY
312 ONEONTA TEL CO INC AL
1265 ONSLOW COOP TEL ASSN IA
112 ONTARIO TEL CO NY
717 ONTONAGON CNTY TELCO MI
1266 ORAN MUTUAL TEL CO IA
1934 ORCHARD FARM TEL CO MO
2390 OREGON - IDAHO UTILITIES, INC. ID
2390 OREGON - IDAHO UTILITIES, INC. OR
1935 OREGON FARM MUTUAL MO
1067 ORIN TEL EXCH ASSOC IL
114 ORISKANY FALL TEL NY
649 ORWELL TEL CO OH
195 OTTO TELEPHONE CO PA
650 OTTOVILLE MUTUAL TEL OH
19 OXFORD CNTY TEL&TEL ME
3314 OXFORD WEST TELEPHONE COMPANY ME
1866 OZARK TELEPHONE CO. AR
1866 OZARK TELEPHONE CO. MO
1866 OZARK TELEPHONE CO. OK
1270 PALMER MUTUAL TEL CO IA
536 PALMETTO RURAL TELCO SC
1269 PALO COOP TEL ASSN IA
2016 PANHANDLE TEL COOP CO
2016 PANHANDLE TEL COOP NM
2016 PANHANDLE TEL COOP OK
2016 PANHANDLE TEL COOP TX
1271 PANORA COOP TEL ASSN IA
1450 PARK REGION MUT TEL MN
651 PATTERSONVILLE TEL OH
116 PATTERSONVILLE TEL C NY
1451 PAUL BUNYAN RUR TEL MN
1936 PEACE VALLEY TEL CO MO
2196 PEETZ COOP TEL CO CO
2196 PEETZ COOP TEL CO NE
243 PEMBROKE MUTUAL TEL VA
376 PEMBROKE TEL CO INC GA
2270 PENASCO VALLEY TEL NM
720 PENINSULA TEL CO MI
197 PENNA TEL CO PA
244 PEOPLES MUTUAL TEL VA
1814 PEOPLES MUTUAL TELCO KS
415 PEOPLES RL TEL CORP KY
1453 PEOPLES TEL CO MN
2391 PEOPLES TEL CO OR
576 PEOPLES TEL CO TN
314 PEOPLES TEL CO INC AL
2130 PEOPLES TEL COOP TX
1273 PEOPLES TELEPHONE CO IA
62 PERKINSVILLE SVC COR VT
807 PERRY-SPENCER RURAL IN
1580 PETERSBURG TEL CO NE
2197 PHILLIPS CO TEL CO CO
538 PIEDMONT RURAL TELCO SC
</TABLE>
MCI CONFIDENTIAL
-6-
<PAGE>
- --------------------------------------------------------------------------------
NECA
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
2061 COMMUNITY TEL CO TX 497 PIEDMONT TEL MEM CO NC
15 COMTY SVC TEL CO ME 1581 PIERCE TELEPHONE CO NE
509 CON TEL CO OF NC NC 721 PIGEON TEL CO MI
526 CON TEL CO OF SC SC 315 PINE BEL TEL CO INC AL
1922 CON TEL OF MO AR 2198 PINE DRIVE TEL CO CO
1922 CON TEL OF MO MO 1454 PINE ISLAND TEL CO MN
559 CONCORD TEL EX INC TN 2017 PINE TELEPHONE CO OK
606 CONNEAUT TEL CO OH 2392 PINE TELEPHONE SYS OR
1607 CONSOLIDATE TEL COOP ND 20 PINE TREE TEL&TEL CO ME
1607 CONSOLIDATE TEL COOP SD 494 PINEVILLE TEL CO NC
1373 CONSOLIDATED TEL CO MN 2346 PINNACLES TEL CO CA
1532 CONSOLIDATED TEL CO NE 1817 PIONEER TEL ASSN INC CO
1530 CONSOLIDATED TELCO NE 1817 PIONEER TEL ASSN INC KS
2302 CONT TEL CO OF CA AZ 2437 PIONEER TEL CO WA
2302 CONT TEL CO OF CA CA 2393 PIONEER TEL COOP OR
2302 CONT TEL CO OF CA NV 2018 PIONEER TEL COOP INC OK
1207 CONT TEL CO OF IA IA 2199 PLAINS COOP TEL ASSN CO
1207 CONT TEL CO OF IA MN 1582 PLAINVIEW TEL CO INC NE
1207 CONT TEL CO OF IA MO 379 PLANT TEL & PWR CO GA
1140 CONT TEL CO OF MN MN 378 PLANTERS RURAL TEL GA
1140 CONT TEL CO OF MN ND 2131 POKA-LAMBRO RURAL TX
1140 CONT TEL CO OF MN SD 1630 POLAR COM MUTUAL AID MN
2449 CONT TEL CO OF NW OR 1630 POLAR COM MUTUAL AID ND
2449 CONT TEL CO OF NW WA 539 POND BRANCH TEL CO SC
2177 CONT TEL CO OF WES NM 118 PORT BYRON TEL CO NY
779 CONT TEL SYS IND INC IN 1274 POSTVILLE TEL CO IA
281 CONT TELCO OF THE SO AL 2230 POTLATCH TEL CO ID
281 CONT TELCO OF THE SO GA 2020 POTTAWATOMIE TEL CO OK
6523 CONTEL CELLULAR OF CALIFORNIA, INC. CA 1073 PRAIRIE TEL CO IL
6500 CONTEL CELLULAR OF KENTUCKY, INC. KY 1275 PRAIRIEBURG TEL CO IA
6608 CONTEL CELLULAR, INC. AL 1276 PRESTON TEL CO IA
6608 CONTEL CELLULAR, INC. FL 380 PROGRESSIVE RURAL GA
6608 CONTEL CELLURLAR, INC. IL 2231 PROJECT MUTUAL TEL ID
6608 CONTEL CELLULAR, INC. TX 2250 PROJECT TEL CO INC MT
1036 CONTEL IL IL 2250 PROJECT TEL CO INC WY
1036 CONTEL IL WI 381 PUBLIC SERVICE TEL GA
410 CONTEL KY KY 813 PULASKI-WHITE RURAL IN
1730 CONTEL OF ARKANSAS AR 200 PYMATUNING IND TEL PA
1730 CONTEL OF ARKANSAS MO 338 QUINCY TEL CO FL
1730 CONTEL OF ARKANSAS OK 338 QUINCY TEL CO GA
1883 CONTEL OF EASTERN MISSOURI MO 1277 RADCLIFFE TEL CO INC IA
607 CONTEL OF OHIO OH 316 RAGLAND TELEPHONE CO AL
170 CONTEL OF PA PA 1820 RAINBOW TEL COOP KS
1846 CONTEL SYS OF MO MO 495 RANDOLPH TEL CO NC
1700 CONTEL SYSTEM OF ARKANSAS AR 496 RANDOLPH TEL MEMB CO NC
1700 CONTEL SYSTEM OF ARKANSAS OK 2251 RANGE TEL COOP INC MT
1135 CONTEL SYSTEM OF IOWA IA 2251 RANGE TEL COOP INC WY
2154 CONTEL TEXAS TX 6695 RANGE TELECOMMUNICATIONS MI
233 CONTEL VA VA 6695 RANGE TELECOMMUNICATIONS SC
1136 COON CREEK TEL CO IA 1662 RC COMMUNICATIONS, INC. ND
1137 COON VLY COOP TEL A IA 1662 RC COMMUNICATIONS, INC. SD
868 COON VLY FARMERS TEL WI 1278 READLYN TEL CO IA
1139 COOPERATIVE TEL CO IA 1631 RED RIVER TEL ASN IN MN
1303 COOPERATIVE TEL EXCH IA 1631 RED RIVER TEL ASN IN ND
3333 COOPER VALLEY TELEPHONE, INC. AZ 1603 RED RIVER TELECOM, INC. ND
3333 COOPER VALLEY TELEPHONE, INC. NM 1603 RED RIVER TELECOM, INC. SD
1141 CORN BELT TEL CO IA 1720 REDFIELD TEL CO INC AR
1758 COUNCIL GROVE TEL CO KS 1472 REDWOOD COUNTY TEL MN
2410 COWICHE TEL CO WA 1632 RESERVATION TEL COOP MT
1534 COZAD TELEPHONE CO NE 1632 RESERVATION TEL COOP ND
756 CRAIGVILLE TEL CO IN 438 RESERVE TEL CO LA
870 CRANDON TEL CO WI 1075 REYNOLDS TEL CO IL
1759 CRAW-KAN TEL COOP KS 941 RIB LAKE TEL CO WI
</TABLE>
MCI CONFIDENTIAL
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CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
1759 CRAW-KAN TEL COOP MO 1721 RICE BELT TEL CO AR
1818 CRAW - KAN TELEPHONE KS 942 RICHL-GRANT TEL COOP WI
COOPERATIVE, INC.
1818 CRAW - KAN TELEPHONE MO 37 RICHMOND TEL CO MA
COOPERATIVE, INC.
1818 CRAW - KAN TELEPHONE OK 2201 RICO TEL CO CO
COOPERATIVE, INC.
561 CROCKETT TEL CO INC TN 654 RIDGEVILLE TEL CO OH
1985 CROSS TEL CO OK 541 RIDGEWAY TEL CO SC
1499 CROSSLAKE TEL CO MN 382 RINGGOLD TEL CO GA
993 CROSSVILLE TEL CO IL 439 RINGGOLD TEL CO LA
85 CROWN PT TEL CORP Y NY 1280 RINGSTED TEL CO IA
1672 CTC COMMUNICATIONS, INC. ND 2356 RIO VIRGIN TEL CO AZ
1672 CTC COMMUNICATIONS, INC. SD 2356 RIO VIRGIN TEL CO NV
1653 CTY OF FAITH MUN TEL SD 2134 RIVIERA TEL CO INC TX
157 CTZN UTILIT CO PA PA 249 ROANOKE & BOTETOURT VA
156 CTZNS TEL OF KECKSBG PA 317 ROANOKE TEL CO INC AL
872 CUBA CTY TEL EX CO I WI 1674 ROBERTS CNTY TEL COP ND
1146 CUMBERLAND TEL CO IA 1674 ROBERTS CNTY TEL COP SD
2065 CUMBY TEL COOP INC TX 1586 ROCK COUNTY TEL CO NE
1761 CUNNINGHAM TEL CO KS 1942 ROCK PORT TEL CO MO
1536 CURTIS TELEPHONE CO NE 943 ROCK RIVER TEL CO WI
2218 CUSTER TEL COOP INC ID 1282 ROCKWELL COOP TEL IA
1683 DAKOTA CENTRAL TELECOM I, INC. ND 2202 ROGGEN TEL COOP CO CO
1652 DAKOTA COOP TEL CO SD 2272 ROOSEVELT CO RURAL NM
1537 DALTON TELEPHONE CO NE 1474 ROTHSAY TEL CO MN
1377 DANUBE TEL CO MN 1283 ROYAL TELEPHONE CO IA
1147 DANVILLE MUT TEL CO IA 3410 RT COMMUNICATIONS MT
358 DARIEN TEL CO INC GA 3410 RT COMMUNICATIONS NE
759 DAVIESS-MARTIN RURAL IN 3410 RT COMMUNICATIONS SD
1699 DECATUR TEL CO AR 3410 RT COMMUNICATIONS WY
451 DECATUR TEL CO MS 2375 RTI-HALSEY TEL CO OR
1148 DEEP RIVER MUT TEL IA 1475 RUNESTONE TEL ASSN MN
691 DEERFIELD FARMERS MI 2233 RURAL TEL CO ID
1149 DEFIANCE TEL CO IA 2233 RURAL TEL CO NV
1380 DELAVAN TEL CO MN 1826 RURAL TEL SERV CO KS
428 DELCAMBRE TEL CO LA 1826 RURAL TEL SERV CO NE
88 DELHI TEL CO NY 1284 RUTHVEN TEL EXCH CO IA
2066 DELL TELEPHONE CO-OP NM 2203 RYE TEL CO INC CO
2066 DELL TELEPHONE CO-OP TX 1829 S & A TEL CO INC KS
2184 DELTA CO TELE-COMM CO 1827 S & T TEL COOP ASSN CO
452 DELTA TEL CO LA 1827 S & T TEL COOP ASSN KS
452 DELTA TEL CO MS 2286 S CEN UTAH TEL ASSN AZ
165 DENVER & EPHRATA TEL PA 2286 S CEN UTAH TEL ASSN UT
89 DEPOSIT TEL CO INC NY 2143 S PLAINS TEL CO-OP TX
89 DEPOSIT TEL CO INC PA 1298 S SLOPE COOP TEL INC IA
1681 DICKEY RURAL COMMUNICATIONS, INC. ND 1742 S&T COMM OF DIGHTON KS
1681 DICKEY RURAL COMMUNICATIONS, INC. SD 816 S&W TEL CO INC IN
1611 DICKEY RURL TEL COOP ND 1285 SAC COUNTY MUT TEL IA
1611 DICKEY RURL TEL COOP SD 22 SACO RIV TEL&TEL CO ME
875 DICKEYVILLE TEL CORP WI 1476 SACRED HEART TEL CO MN
1540 DILLER TELEPHONE CO KS 417 SALEM TEL CO KY
1540 DILLER TELEPHONE CO NE 2022 SALINA SPAVINAW TEL OK
1150 DIXON TEL COMPANY IA 498 SALUDA TEL CO NC
42 DIXVILLE TEL CO NH 2140 SAN MARCOS TEL CO TX
1988 DOBSON TEL CO OK 1676 SANBORN TEL COOP SD
1988 DOBSON TEL CO TX 166 SANCOM, INC. SD
692 DRENTHE TEL CO MI 725 SAND CREEK TEL CO MI
2291 DUBOIS TEL EXCH INC CO 546 SANDHILL TEL CO SC
2291 DUBOIS TEL EXCH INC WY 2141 SANTA ROSA TEL COOP OK
2313 DUCOR TEL CO CA 2141 SANTA ROSA TEL COOP TX
1152 DUMONT TELEPHONE CO IA 945 SCANDINAVIA TEL CO WI
43 DUNBARTON TEL CO NH 1291 SCHALLER TEL CO IA
1153 DUNKERTON TEL COOP IA 2397 SCIO MUTUAL TEL CO OR
</TABLE>
MCI CONFIDENTIAL
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<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
1381 DUNNELL TELE CO MN 248 SCOTT CO TEL COOP TN
401 DUO COUNTY TEL COOP KY 248 SCOTT CO TEL COOP VA
1722 E RITTER TEL CO AR 3031 SCOTT COUNTY TELEPHONE CO. AR
2369 EAGLE TEL CO OR 1479 SCOTT RICE TEL CO MN
1383 EAGLE VALLEY TEL CO MN 1294 SCRANTON TEL CO IA
1385 EAST OTTER TAIL TEL MN 819 SE IND RURAL TEL IN
1542 EASTERN NE TEL CO NE 3301 SE MISSISSIPPI TELCO MS
2186 EASTERN SLOPE RURAL CO 1945 SENECA TEL CO MO
2068 EASTEX TEL COOP INC TX 1945 SENECA TEL CO OK
1384 EASTON TEL CO MN 500 SERVICE TEL CO NC
1386 ECKLES TEL CO MN 1293 SHARON TEL CO IA
92 EDWARDS TEL CO INC NY 946 SHARON TEL CO-WI WI
430 ELIZABETH TEL CO LA 1295 SHELL ROCK TEL CO IA
2412 ELLENSBURG TEL CO WA 250 SHENANDOAH TEL CO VA
478 ELLERBE TEL CO NC 1482 SHERBURNE CT RUR TEL MN
360 ELLIJAY TEL CO GA 656 SHERWOOD MUTUAL TEL OH
1874 ELLINGTON TEL CO MO 726 SHIAWASSEE TEL CO MI
1157 ELLSWORTH COOP TEL A IA 2023 SHIDLER TEL CO OK
1544 ELSIE MUTUAL TEL CO NE 64 SHOREHAM TEL CO VT
2278 EMERY CO FARM UNION UT 3313 SIDNEY TELEPHONE CO. ME
1387 EMILY COOP TEL CO MN 2295 SILVER STAR TEL CO ID
93 EMPIRE TEL CORP NY 2295 SILVER STAR TEL CO WY
1545 EUSTIS TEL EXCH INC NE 1677 SIOUX VALLEY TEL CO MN
2315 EVANS TEL CO. CA 1677 SIOUX VALLEY TEL CO SD
1876 FARBER TEL CO MO 949 SIREN TEL CO INC WI
1160 FARMERS & BUSINESS IA 2339 SISKIYOU TEL CO CA
1162 FARMERS COOP TEL CO IA 501 SKYLINE TEL MEMB CO NC
879 FARMERS IND TEL CO WI 501 SKYLINE TEL MEMB CO TN
1168 FARMERS MUT COOP TEL IA 2283 SKYLINE TELECOM UT
694 FARMERS MUT TEL CHAP MI 466 SLEDGE TEL CO MS
1169 FARMERS MUTUAL COOPERATIVE IA 1483 SLEEPY EYE TEL CO MN
TELEPHONE CO.
1173 FARMERS MUTUAL TEL IA 818 SMITHVILLE TEL CO IN
1174 FARMERS MUTUAL TEL IA 467 SMITHVILLE TEL CO MS
2221 FARMERS MUTUAL TEL ID 1702 SO AR TEL CO INC AR
1389 FARMERS MUTUAL TEL MN 418 SO CEN RURAL TEL CO KY
612 FARMERS MUTUAL TEL OH 1831 SO CENTRAL TEL ASSN KS
1389 FARMERS MUTUAL TEL SD 1831 SO CENTRAL TEL ASSN OK
1171 FARMERS MUTUAL TELCO IA 1724 SO WEST AR TEL COOP AR
1172 FARMERS MUTUAL TELEPHONE CO. - IA 1724 SO WEST AR TEL COOP TX
NORA SPRINGS
1176 FARMERS TEL CO IA 1590 SODTOWN TELEPHONE CO NE
1177 FARMERS TEL CO IA 24 SOMERSET TEL CO ME
880 FARMERS TEL CO WI 951 SOMERSET TEL CO INC WI
290 FARMERS TEL COOP INC AL 2254 SOUTH MONTANA TEL CO MT
1175 FARMERS TELEPHONE CO IA 1301 SOUTHWEST TEL EXCH IA
1166 FARMRS & MERCH MUT IA 2135 SOUTHWEST TX TEL CO TX
1390 FEDERATED TEL COOP MN 2174 SOUTHWESTERN TEL CO AZ
1391 FELTON TEL EXCH INC MN 1655 SPLITROCK PROPERTIES, INC. SD
1179 FENTON COOP TEL CO IA 1657 SPLITROCK TEL COOP MN
2220 FILER MUTUAL TEL CO ID 1657 SPLITROCK TEL COOP SD
2220 FILER MUTUAL TEL CO NV 1485 SPRING GROVE COOP IA
95 FISHERS ISLAND TEL COR NY 1485 SPRING GROVE COOP MN
2071 FIVE AREA TEL CO-OP TX 953 SPRING VALLEY TEL CO WI
406 FOOTHILLS PUPAL TEL KY 728 SPRINGPORT TEL CO MI
2318 FORESTHILL TEL CO IN CA 1302 SPRINGVILLE COOP TEL IA
2072 FORT BEND TEL CO TX 257 SPRUCE KB SENECA RK WV
614 FORT JENNINGS TEL CO OH 3303 SRT COMMUNICATIONS, INC. ND
521 FORT MILL TEL CO SC 2442 ST JOHN TEL CO WA
2200 FORT MOJAVE TELECOM, INC. AZ 2396 ST PAUL COOP TEL CO OR
2200 FORT MOJAVE TELECOM, INC. CA 544 ST STEPHEN TEL CO SC
2200 FORT MOJAVE TELECOM, INC NV 386 STANDARD TEL CO GA
1687 FORT RANDALL TELEPHONE COMPANY SD 25 STANDISH TEL CO ME
454 FRANKLIN TEL CO MS 1592 STANTON TEL CO INC NE
</TABLE>
MCI CONFIDENTIAL
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<TABLE>
<CAPTION>
CODE NAME STATE
---- ---- -----
<S> <C> <C>
53 FRANKLIN TEL CO VT
2222 FREMONT TELECOM INC. ID
455 FULTON TEL CO MS
2076 GANADO TEL CO INC TX
1395 GARDEN VALLEY TEL CO MN
1396 GARDONVILLE COOP TEL MN
771 GEETINGSVILLE TEL CO IN
1016 GENESEO TEL CO IL
456 GEORGETOWN TEL CO MS
364 GEORGIA TEL CORP GA
618 GERMANTOWN INDEP TEL OH
97 GERMANTW TEL CO INC NY
2373 GERVAIS TEL CO OR
2179 GILA RIVER TELCOMM AZ
1614 GILBY TELEPHONE CO ND
619 GLANDORF TEL CO INC OH
1017 GLASFORD TEL CO IL
365 GLENWOOD TEL CO INC GA
1553 GLENWOOD TEL MEMSHP NE
1777 GOLDEN BELT TEL ASSN KS
1659 GOLDEN WEST NE
1659 GOLDEN WEST SD
1659 GOLDEN WEST WY
1188 GOLDFIELD TELEPHONE CO. IA
1886 GOODMAN TEL CO MO
1778 GORHAM TEL CO INC KS
296 GOSEN TEL CO INC AL
295 GRACEBA TOTAL COMM AL
1399 GRANADA TEL CO MN
36 GRANBY TEL & TEL MA
1887 GRANBY TELEPHONE CO MO
1191 GRAND MOUND COOP TEL IA
1888 GRAND RIVER MUTUAL IA
1888 GRAND RIVER MUTUAL MO
1994 GRAND TEL CO INC OK
1021 GRANDVIEW MUT TEL CO IL
39 GRANITE STATE TEL CO NH
930 GRANTLAND-WI WI
1890 GREEN HILLS TEL CORP MO
1615 GRIGGS COUNTY TEL CO ND
1195 GRISWOLD COOP TEL CO IA
297 GROVE HILL TEL CORP AL
2083 GUADALUPE VALLEY TEL TX
298 GULF TELEPHONE CO AL
2279 GUNNISON TEL CO UT
1781 H & B COMM INC KS
889 HAGER CITY TEL CO WI
1401 HALSTAD TEL CO MN
1401 HALSTAD TEL CO ND
1024 HAMILTN CNTY TEL COP IL
1555 HAMILTON TEL COMPANY NE
10 HAMPDEN TEL CO ME
775 HANCOCK RURAL TEL IN
1403 HANCOCK TEL CO MN
99 HANCOCK TEL CO NY
99 HANCOCK TEL CO PA
1116 HANSON COMMUNICATIONS, INC. SD
1661 HANSON COUNTY TEL CO SD
2321 HAPPY VALLEY TEL CO CA
259 HARDY TEL CO WV
1404 HARMONY TEL CO IA
1404 HARMONY TEL CO MN
441 STAR TELEPHONE CO LA
1487 STARBUCK TEL CO MN
955 STATE LONG DIS TELCO WI
125 STATE TEL CO NY
1117 STATELINE TELECOMMUNICATIONS, INC. ND
1117 STATELINE TELECOMMUNICATIONS, INC. SD
1949 STEELVILLE TEL EXCH MO
1092 STELLE TEL CO IL
954 STOCKB & SHER TEL CO WI
1679 STOCKHOLM-STRANDBURG SD
2206 STONEHAM COOP TEL CO CO
1951 STOUTLAND TEL CO MO
2207 STRASBURG TEL CO CO
1305 STRATFORD MUTUAL TEL IA
206 SUGAR VALLEY TEL CO PA
1680 SULLY BUTTES TEL SD
1306 SULLY TEL ASSOC IA
1835 SUNFLOWER TEL CO INC CO
1835 SUNFLOWER TEL CO INC KS
825 SUNMAN TEL CO INC IN
1307 SUPERIOR TEL COOP IA
503 SURRY TEL MEMB CORP NC
826 SWAYZEE TEL CO INC IN
827 SWEETSER RURAL TEL IN
1304 SWISHER TELEPHONE CO IA
658 SYCAMORE TEL CO OH
2151 TAYLOR TEL CO-OP INC TX
659 TEL SERVICE CO OH
578 TELLICO TEL CO TN
1308 TEMPLETON TEL CO IA
2446 TENINO TEL CO WA
575 TENNESSEE TEL CO TN
958 TENNEY TEL CO WI
2029 TERRAL TELE CO OK
1309 TERRIL TELEPHONE CO IA
419 THACKER-GRIGSBY TEL KY
145 THE BENTLEYVILLE TEL PA
1408 THE HOME TEL CO MN
191 THE NORTHEAST PA TEL PA
1525 THREE RIVER TELCO NE
1525 THREE RIVER TELCO SD
2255 THREE RIVERS TEL MT
3311 TIDEWATER TELECOM, INC. ME
829 TIPTON TEL CO INC IN
1310 TITONKA TELEPHONE CO IA
2447 TOLEDO TEL CO INC WA
1086 TONICA TEL CO IL
68 TOPSHAM TEL CO VT
2030 TOTAH TEL CO INC KS
2030 TOTAH TEL CO INC OK
129 TOWNSHIP TEL CO INC NY
2378 TRANS-CASCADES TELCO OR
389 TRENTON TEL CO GA
1682 TRI-CNTY MUTUAL TEL SD
830 TRI-COUNTY TEL CO IN
1839 TRI-COUNTY TEL CO KS
960 TRI-COUNTY TEL COOP WI
1726 TRI-CTY TEL CO INC AR
505 TRI COUNTY TEL MEMB NC
2257 TRIANGLE TEL COOP MT
2234 TROY TEL CO INC ID
131 TRUMANSBURG HOME TEL NY
</TABLE>
MCI CONFIDENTIAL
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<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
408 HAROLD TEL CO INC KY 2265 TULAROSA BASIN TELEPHONE CO., INC. NM
368 HART COUNTY TEL CO GA 2342 TUOLUMNE TEL CO CA
1556 HARTINGTON TEL CO NE 1678 TURTLE MOUNTAIN COMMUNICATIONS ND
1557 HARTMAN TEL EXCH INC KS 579 TWIN LAKES TEL CO TN
1557 HARTMAN TEL EXCH INC NE 1491 TWIN VALLEY-ULEN TEL MN
2417 HAT ISLAND TEL CO WA 1840 TWIN VALLEY TEL INC KS
1780 HAVILAND TEL CO INC KS 2153 TX-MIDLAND TEL CO TX
1199 HAWKEYE TEL CO IA 2287 UINTAH BASIN TEL UT
369 HAWKINSVILLE TEL CO GA 27 UNION RIVER TEL CO ME
299 HAYNEVILLE TEL CO AL 322 UNION SPRINGS TEL CO AL
891 HEADWATERS TEL CO WI 49 UNION TEL CO NH
1297 HEART OF IA TEL COOP IA 962 UNION TEL CO WI
524 HEATH SPRINGS TEL CO SC 1727 UNION TEL CO INC AR
2376 HELIX TEL CO OR 1727 UNION TEL CO INC LA
1558 HEMINGFORD COOP TEL NE 1684 UNION TELEPHONE CO SD
1559 HENDERSON TEL CO NE 1316 UNITED FARMERS TELCO IA
1029 HENRY COUNTY TEL CO IL 29 UNITY TEL CO ME
1561 HERSHEY COOP TEL CO NE 956 UNIV TEL CO NORTH WI WI
713 HIAWATHA TEL CO MI 2208 UNIVERSAL TEL OF CO CO
171 HICKORY TEL PA 2175 UNIVERSAL TEL OF SW AZ
565 HIGHLAND TEL CO KY 2274 UNIVERSAL TEL OF SW NM
565 HIGHLAND TEL CO TN 732 UPPER PENINSULA TEL MI
237 HIGHLAND TEL COOP VA 1494 UPSALA COOP TEL ASSN MN
2086 HILL COUNTRY TEL CO TX 964 URBAN TEL CORP WI
1405 HILLS TEL CO INC - IA IA 2288 UTAH-WYOM TELECOM - UT UT
1405 HILLS TEL CO INC - IA MN 2290 UTAH-WYOM TELECOM - WY WY
892 HILLSBORO TEL CO INC WI 253 VA HOT SPRINGS TEL VA
1995 HINTON TEL CO OK 1665 VALLEY CABLE & SATELLITE SD
COMMUNICATIONS, INC.
1929 HOLWAY TEL CO MO 1495 VALLEY TEL CO MN
1782 HOME TEL CO INC KS 1495 VALLEY TEL CO SD
1562 HOME TEL CO OF NE NE 2159 VALLEY TEL CO-OP INC TX
777 HOME TEL PITTSBORO IN 1685 VALLEY TEL COOP ASSN SD
2419 HOOD CANAL TEL CO WA 2176 VALLEY TEL COOP INC AZ
300 HOPPER TEL CO AL 2176 VALLEY TEL COOP INC NM
2322 HORNITOS TEL CO CA 3307 VALLEY TELECOMMUNICATIONS, INC. MT
1202 HOSPERS TEL EXCH INC IA 2032 VALLIANT TEL CO OK
2241 HOT SPRINGS TEL CO MT 1319 VAN BUREN TEL CO INC IA
1203 HUBBARD COOP TEL A IA 1319 VAN BUREN TEL CO INC MO
3304 HUMBOLDT TELEPHONE COMPANY NV 1320 VAN HORNE COOP TEL IA
3304 HUMBOLDT TELEPHONE COMPANY OR 662 VANLUE TEL CO OH
566 HUMPHERYS COUNTY TEL TN 663 VAUGHNSVILLE TEL CO OH
1409 HUTCHINSON TEL CO MN 1322 VENTURA TEL CO INC IA
1205 HUXLEY COOP TEL CO IA 164 VENTURE COMMUNICATIONS, INC. ND
1206 IAMO TEL CO - IA IA 164 VENTURE COMMUNICATIONS, INC. SD
1206 IAMO TEL CO - IA MO 210 VENUS TEL CORP PA
936 INDIANHEAD TEL CO WI 3332 VERMONT TELEPHONE CO., INC. VT
331 INDIANTN TEL SYS INC FL 133 VERNON TEL CO INC NY
2093 INDUSTRY TEL CO TX 966 VERNON TEL COOP WI
2423 INLAND TEL CO ID 1324 VILLISCA FARMERS TEL IA
2423 INLAND TEL CO WA 1087 VIOLA HOME TEL CO IL
1616 INTER-COMMUNITY TEL ND 1686 VIVIAN TELEPHONE CO SD
2242 INTERBEL TEL COOP MT 2343 VOLCANO TEL CO CA
1209 INTERSTATE 35 TEL CO IA 550 W CAROLINA RURAL TEL SC
1654 INTERSTATE TEL - MN MN 34 W PENOBSCOT TEL&TEL ME
1654 INTERSTATE TEL - MN SD 1689 W RIVER COOPERATIVE MT
371 INTERSTATE TEL CO AL 1689 W RIVER COOPERATIVE SD
371 INTERSTATE TEL CO GA 2166 W TEXAS RURAL TEL TX
159 INTRASTATE TELEPHONE COMPANY, INC. SD 2451 W WAHKIAKUM CNTY TEL WA
7 ISLAND TEL CO ME 1088 WABASH TEL COOP INC IL
677 ISLAND TEL CO MI 69 WAITSFLD-FAYS TEL CO VT
1664 JAMES VALLEY TEL CO SD 734 WALDRON TEL CO MI
1785 JBN TEL CO INC KS 1326 WALNUT TELEPHONE CO IA
</TABLE>
MCI CONFIDENTIAL
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<TABLE>
<CAPTION>
CODE NAME STATE
- ---- ---- -----
<S> <C> <C>
1785 JBN TEL CO INC NE
1212 JEFFERSON TEL CO IA
1410 JOHNSON TEL CO MN
1213 JORDAN SOLDIER VAL IA
1565 K & M TEL CO INC NE
1413 K M P TEL CO MN
1667 KADOKA TELEPHONE CO SD
2426 KALAMA TEL CO WA
703 KALEVA TEL CO MI
625 KALIDA TEL CO INC OH
1214 KALONA COOP TEL CO IA
1788 KANOKLA TEL ASSN KS
1788 KANOKLA TEL ASSN OK
432 KAPLAN TEL CO LA
1412 KASSON & MANTORVILLE MN
45 KEARSARGE TEL CO NH
1668 KENNEBEC TEL COMPANY SD
2097 KERRVILLE TEL CO TX
1567 KEYSTONE-ARTHUR TEL NE
1217 KEYSTONE FARMERS TEL IA
1901 KINGDOM TELEPHONE CO MO
7392 KINGSGATE TEL INC TX
1041 KINSMAN MUT TEL CO IL
1900 KLM TELEPHONE CO MO
1222 LA MOTTE TEL CO INC IA
1220 LA PORTE CITY TEL CO IA
899 LA VALLE TEL COOP WI
177 LACKAWAXEN TEL CO PA
1791 LAHARPE TEL CO INC KS
2263 LAJICARITA RURAL TEL NM
2101 LAKE DALLAS TEL CO TX
1414 LAKEDALE TEL CO MN
896 LAKEFIELD TEL CO WI
1011 LAKESIDE TEL CO IL
531 LANCASTER TEL CO SC
1932 LATHROP TELEPHONE CO MO
179 LAUREL HIGHLD TEL PA
1223 LAUREL TEL CO INC IA
1704 LAVACA TEL CO AR
1704 LAVACA TEL CO OK
2103 LAWARD TEL EXCH INC TX
1908 LE-RU TELEPHONE CO MO
2264 LEACO RURAL TEL COOP NM
1225 LEHIGH VLY COP TEL A IA
900 LEMONWEIR VLY TEL CO WI
708 LENNON TEL CO MI
1046 LEONORE MUT TEL CO IL
411 LESLIE COUNTY TEL CO KY
2427 LEWIS RIVER TEL CO WA
412 LEWISPORT TEL CO INC KY
783 LIGONIER TEL CO INC IN
2351 LINCOLN CNTY TEL SYS NV
3 LINCOLNVILLE TEL CO ME
2105 LIPAN TEL CO TX
1419 LISMORE COOP TEL CO MN
613 LITTLE MIAMI-OH OH
2107 LIVINGSTON TEL CO TX
532 LOCKHART POWER CO SC
413 LOGAN CNTY RURAL TEL KY
1228 LONE ROCK COOP TELCO IA
1422 LONSDALE TEL CO INC MN
1845 WAMEGO TEL CO INC KS
276 WAR TEL CO WV
31 WARREN TEL CO ME
834 WASH COUNTY RURAL IN
968 WAUNAKEE TEL CO WI
1597 WAUNETA TELEPHONE CO NE
392 WAVERLEY HALL TEL CO GA
970 WAYSIDE TEL CO WI
1328 WEBS-CALH COOP TEL A IA
1329 WELLMAN COOP TEL ASS IA
2168 WES-TEX TEL CO-OP TX
1501 WEST CENTRAL TEL MN
1331 WEST IOWA TEL CO IA
421 WEST KY RL TEL CORP KY
421 WEST KY RL TEL CORP TN
1332 WEST LIBERTY TEL CO IA
2268 WEST NM TEL CO INC NM
480 WEST PLAINS TELECOMMUNICATIONS, INC. TX
837 WEST POINT TEL CO IN
1602 WEST RIVER COMMUNICATIONS, INC. ND
277 WEST SIDE TEL CO PA
277 WEST SIDE TEL CO WV
583 WEST TENNESSEE TEL TN
971 WEST WI TEL COOP INC WI
1334 WESTERN IA TEL ASSN IA
1502 WESTERN TEL CO MN
1688 WESTERN TEL COMPANY CA
1688 WESTERN TEL COMPANY SD
735 WESTPHALIA TEL CO MI
1335 WESTSIDE INDP TEL CO IA
1847 WHEAT STATE TEL CO KS
2452 WHIDBEY TEL CO WA
2209 WIGGINS TEL ASSN CO
1505 WIKSTROM TEL CO INC MN
394 WILKES TEL & ELEC CO GA
510 WILKES TEL MEMB CORP NC
395 WILKINSON CO TEL CO GA
2210 WILLARD TEL CO CO
551 WILLISTON TELE CO SC
1849 WILSON TEL CO INC KS
50 WILTON TEL CO NH
1336 WILTON TELEPHONE CO IA
737 WINN TEL CO MI
1337 WINNEBAGO COOP TEL IA IA
1337 WINNEBAGO COOP TEL IA MN
1507 WINSTED TEL CO MN
1508 WINTHROP TEL CO MN
973 WITTENBERG TEL CO WI
738 WOLVERINE TEL CO MI
1512 WOLVERTON TEL CO MN
1509 WOLVERTON TEL CO ND
2454 WOODBURY TEL CO CT
1510 WOODSTOCK TEL CO MN
1342 WOOLSTOCK MUT TEL IA
2034 WYANDOTTE TEL CO OK
1343 WYOMING MUT TEL CO IA
2170 XIT RURAL TEL CO-OP TX
511 YADKIN VY TEL MEMB NC
1733 YELCOT TEL CO AR
1734 YELL COUNTY TEL CO AR
839 YEOMAN TEL CO INC IN
1638 YORK TELEPHONE CO ND
584 YORKVILLE TEL COOP TN
</TABLE>
MCI CONFIDENTIAL
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<CAPTION>
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CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
215 YUKON-WALTZ TEL CO PA
1852 ZENDA TEL CO INC KS
1515 ZUMBROTA TEL CO MN
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
OTHER
- -------------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
6467 360 COMMUNICATIONS - ALABAMA AL 6510 MERCURY CELLULAR TELEPHONE CO. IL
6454 360 COMMUNICATIONS - FLORIDA FL 6510 MERCURY CELLULAR TELEPHONE CO. LA
6455 360 COMMUNICATIONS - ILLINOIS IL 47 MERRIMACK CNTY TELCO NH
6465 360 COMMUNICATIONS - INDIANA IN 6628 MERRYVILLE INVESTMENTS LTD, INC. GA
DBA BEST PAGE
6456 360 COMMUNICATIONS - IOWA IA 6342 MESSAGE CENTER BEEPERS, INC. CA
6458 360 COMMUNICATIONS - NEVADA NV 6342 MESSAGE CENTER BEEPERS, INC. CT
6459 360 COMMUNICATIONS - NORTH NC 6342 MESSAGE CENTER BEEPERS, INC. NJ
CAROLINA
6460 360 COMMUNICATIONS - OHIO MI 6704 METRO BEEPER SERVICE, INC. TN
6460 360 COMMUNICATIONS - OHIO OH 6521 METROCALL CA
6463 360 COMMUNICATIONS - PA 6521 METROCALL DC
PENNSYLVANIA
6464 360 COMMUNICATIONS - SOUTH SC 6521 METROCALL FL
CAROLINA
6468 360 COMMUNICATIONS - TENNESSEE TN 6521 METROCALL MD
6461 360 COMMUNICATIONS - TEXAS TX 6521 METROCALL NV
6462 360 COMMUNICATIONS - VIRGINIA VA 6521 METROCALL PA
6462 360 COMMUNICATIONS - VIRGINIA WV 6008 METROPLEX CELLULAR TELEPHONE TX
CO.
6439 A+ NETWORK - ALABAMA AL 7448 METROPOLITAN FIBER SYSTEMS OF FL
FLORIDA, INC.
6438 A+ NETWORK - FLORIDA FL 7316 MFS INTELENET OF CONNECTICUT, INC. CT
6441 A+ NETWROK - GEORGIA GA 7435 MFS INTELENET OF GEORGIA GA
6440 A+ NETWORK - MISSISSIPPI MS 7196 MFS INTELENET OF ILLINOIS IL
6446 A+ NETWORK - NORTH CAROLINA NC 7440 MFS INTELENET OF INDIANA IN
6446 A+ NETWORK - NORTH CAROLINA SC 7228 MFS INTELENET OF MARYLAND DC
6445 A+ NETWORK - TENNESSEE TN 7228 MFS INTELENET OF MARYLAND MD
6788 AAT RSA COMPANY, L.P. AL 7199 MFS INTELENET OF MASSACHUSETTS MA
7265 ACC ALBANY TELECOM CORP. NY 7279 MFS INTELENET OF MICHIGAN, INC. MI
7267 ACC BINGHAMTON TELECOM CORP. NY 7134 MFS INTELENET OF NEW JERSEY NJ
7198 ACC BUFFALO TELECOM GROUP NY 7133 MFS INTELENET OF NEW YORK NY
7268 ACC ROCHESTER TELECOM CORP. NY 7443 MFS INTELENET OF OHIO OH
7197 ACC SYRACUSE TELECOM GROUP NY 7434 MFS INTELENET OF PENNSYLVANIA PA
6713 ACTION PAGE, INC. CO 7445 MFS INTELENET OF WASHINGTON, DC DC
552 ADAMSVILLE TEL CO MS 7274 MFS INTELENET OF WASHINGTON, INC. WA
552 ADAMSVILLE TEL CO TN 7240 MFS INTELENET, INC. - CALIFORNIA CA
71 ADDISON HOME TEL CO NY 7239 MFS INTELENET, INC. - TEXAS TX
6549 ADVANCED COMMUNICATIONS, INC. LA 7238 MFS INTELENET, INC. - VIRGINIA VA
6549 ADVANCED COMMUNICATIONS, INC. NV 6629 MICHIANA METRONET, INC. IL
6662 ADVANCED WIRELESS NETWORK, INC. LA 6629 MICHIANA METRONET, INC. IN
6701 AERIAL COMMUNICATIONS FL 1375 MID-COMMUNICATIONS INC MN
6701 AERIAL COMMUNICATIONS KS 6746 MID-TEX CELLULAR LTD TX
6701 AERIAL COMMUNICATIONS MN 571 MILLINGTON TEL CO TN
6701 AERIAL COMMUNICATIONS MO 6610 MINNESOTA SOUTHERN CELLULAR MN
TELEPHONE CO
6701 AERIAL COMMUNICATIONS OH 6582 MISSISSIPPI CELLULAR TELEPHONE CO. MS
6701 AERIAL COMMUNICATIONS PA 1807 MO-KAN DIAL INC KS
6701 AERIAL COMMUNICATIONS TX 1807 MO-KAN DIAL INC MO
6403 AGR ELECTRONICS FL 6602 MOBILE COMM OF TENNESSEE, INC. TN
7642 AIRADIGM COMMUNICATIONS INC WI 6530 MOBILE RADIO COMMUNICATIONS DBA MO
MOBILFONE
6536 AIRSIGNAL OF CALIFORNIA CA 6630 MOBILCOMM AL
</TABLE>
MCI CONFIDENTIAL
-13-
<PAGE>
- --------------------------------------------------------------------------------
OTHER
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE
---- ---- -----
<S> <C> <C>
6006 AIRTOUCH CELLULAR - CA CA
6006 AIRTOUCH CELLULAR - CA NV
6246 AIRTOUCH CELLULAR - WA AZ
6246 AIRTOUCH CELLULAR - WA CO
6246 AIRTOUCH CELLULAR - WA IA
6246 AIRTOUCH CELLULAR - WA ID
6246 AIRTOUCH CELLULAR - WA MN
6246 AIRTOUCH CELLULAR - WA ND
6246 AIRTOUCH CELLULAR - WA NE
6246 AIRTOUCH CELLULAR - WA NM
6246 AIRTOUCH CELLULAR - WA OR
6246 AIRTOUCH CELLULAR - WA UT
6246 AIRTOUCH CELLULAR - WA WA
6246 AIRTOUCH CELLULAR - WA WY
6540 AIRTOUCH CELLULAR OF GEORGIA GA
6250 AIRTOUCH CELLULAR, INC.-IOWA IA
6249 AIRTOUCH CELLULAR, INC.-IDAHO ID
6255 AIRTOUCH CELLULAR, INC.-OREGON OR
6257 AIRTOUCH CELLULAR, INC.- WA
WASHINGTON
6330 AIRTOUCH PAGING NC
6330 AIRTOUCH PAGING NM
6309 AIRTOUCH PAGING - CALIFORNIA CA
6309 AIRTOUCH PAGING - CALIFORNIA NV
6317 AIRTOUCH PAGING - CO CO
6331 AIRTOUCH PAGING - FLORIDA FL
6331 AIRTOUCH PAGING - FLORIDA KY
6312 AIRTOUCH PAGING - GEORGIA GA
6320 AIRTOUCH PAGING - ILLINOIS IL
6727 AIRTOUCH PAGING - IOWA IA
6313 AIRTOUCH PAGING - KANSAS KS
6314 AIRTOUCH PAGING - KENTUCKY KY
6796 AIRTOUCH PAGING - LA LA
6315 AIRTOUCH PAGING - MICHIGAN MI
6321 AIRTOUCH PAGING - MISSOURI MO
6728 AIRTOUCH PAGING - NEBRASKA NE
6319 AIRTOUCH PAGING - OHIO OH
6311 AIRTOUCH PAGING - TEXAS PA
6311 AIRTOUCH PAGING - TEXAS TX
6322 AIRTOUCH PAGING - UTAH UT
6318 AIRTOUCH PAGING - WASHINGTON WA
6203 ALABAMA CELLULAR SERVICE, INC. AL
6541 ALEXANDRIA CELLULAR LICENSE CORP. LA
6541 ALEXANDRIA CELLULAR LICENSE CORP. MS
978 ALHAMBRA-GRANTFK TEL IL
6824 ALLSAFE SECURITY SERVICE, INC. FL
DBA ALLSAFE PAGIN
4332 ALLTEL - GA GA
4425 ALLTEL - GA GA
302 ALLTEL ALABAMA AL
476 ALLTEL CAROLINA INC NC
336 ALLTEL FLORIDA INC FL
357 ALLTEL GA INC GA
831 ALLTEL INDIANA INC IN
6630 MOBILECOMM CO
6630 MOBILECOMM FL
6630 MOBILECOMM GA
6630 MOBILECOMM KS
6630 MOBILECOMM LA
6630 MOBILECOMM MD
6630 MOBILECOMM MN
6630 MOBILECOMM MO
6630 MOBILECOMM MS
6630 MOBILECOMM NC
6630 MOBILECOMM NJ
6630 MOBILECOMM OH
6630 MOBILECOMM PA
6630 MOBILECOMM SC
6630 MOBILECOMM TN
6577 MOBILECOMM OF FLORIDA, INC.- FLORIDA FL
6630 MOBILECOMM TX
6630 MOBILECOMM WI
6575 MOBILECOMM OF FLORIDA, INC. FL
6551 MOBILECOMM OF MIDSOUTH, INC. - LOUISIANA LA
6715 MOBILECOMM OF THE NORTHEAST, INC. IL
6715 MOBILECOMM OF THE NORTHEAST, INC. MI
6553 MOBILECOMM OF THE SOUTHEAST MS
6554 MOBILECOMM OF THE SOUTHEAST - GEORGIA GA
6358 MOBILEMEDIA COMMUNICATIONS, INC. MO
6358 MOBILEMEDIA COMMUNICATIONS, INC. WI
6359 MOBILEMEDIA COMMUNICATIONS, INC. - CALIFORNIA CA
6490 MOBILEMEDIA COMMUNICATIONS, INC. - NEW MEXICO NM
6489 MOBILEMEDIA COMMUNICATIONS, INC. - TEXAS OK
6489 MOBILEMEDIA COMMUNICATIONS, INC. - TEXAS TX
6562 MOBILEMEDIA PAGING CA
6562 MOBILEMEDIA PAGING MO
912 MONDOVI TEL CO WI
913 MONROE COUNTY TEL CO WI
306 MONROEVILLE TEL CO AL
1058 MONTROSE MUT TEL CO IL
6745 MORAINE RADIO WI
914 MOSEL & CNTRVL TELCO WI
1060 MOULTRIE INDPT TELCO IL
462 MOUNT BAYOU TEL CO MS
916 MOUNT HOREB TEL CO WI
1711 MOUNTAIN HOME TEL CO AR
270 MOUNTAIN STATE TEL WV
6537 MPF COMMUNICATIONS DBA SD
FERDERER COMMUNICATIONS
6809 MPF, INC. DBA FUTURE COMM MN
1061 MT PULASKI TEL & ELE IL
6802 MULTI-CHANNEL SYS TX
6720 MULTI COMPUTER SYSTEMS, INC. IL
189 MURDOCKSVILLE IND CO PA
1257 N ENGLISH COOP TEL IA
193 N PITTSBURGH TEL CO PA
236 N RIVER TEL COOP VA
</TABLE>
MCI CONFIDENTIAL
-14-
<PAGE>
- --------------------------------------------------------------------------------
OTHER
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
402 ALLTEL KENTUCKY INC KY 6220 NASHVILLE CLARKSVILLE MSA LIMITED TN
PARTNERSHIP
681 ALLTEL MI INC MI 7318 NATIONAL TELECOMMUNICATIONS OF FL
FLORIDA, INC.
1885 ALLTEL MISSOURI INC AR 6690 NATIONPAGE, INC. PA
1885 ALLTEL MISSOURI INC MO 6721 NATIONWIDE PAGING, INC. AZ
6293 ALLTEL MOBILE COMMUNICATIONS, INC FL 6721 NATIONWIDE PAGING, INC. CA
6293 ALLTEL MOBILE COMMUNICATIONS, INC GA 2275 NAVAJO COMM CO INC. AZ
6303 ALLTEL MOBILE COMMUNICATIONS, INC GA 2275 NAVAJO COMM CO INC. NM
-ALABAMA
6294 ALLTEL MOBILE COMMUNICATIONS, INC AL 2275 NAVAJO COMM CO INC. UT
-ARKANSAS
6294 ALLTEL MOBILE COMMUNICATIONS, INC MO 335 NE FL TEL CO INC. FL
-ARKANSAS
6299 ALLTEL MOBILE COMMUNICATIONS, INC FL 1931 NE MISSOURI RURAL MO
-FLORIDA
6298 ALLTEL MOBILE COMMUNICATIONS, INC GA 1576 NE NEBRASKA TEL CO NE
-GEORGIA
6296 ALLTEL MOBILE COMMUNICATIONS, INC MS 1527 NEB COMMUNICATIONS INC, NE
-MISSISSIPPI
6300 ALL TEL MOBILE COMMUNICATIONS, INC NC 1527 NEB COMMUNICATIONS INC. SD
-NO. CAROLINA
6302 ALLTEL MOBILE COMMUNICATIONS, INC SC 7567 NEVTEL NV
-SO. CAROLINA
453 ALLTEL MS INC MS 6692 NEW CELL, INC. DBA CELLCOM IA
106 ALLTEL NY INC NY 6692 NEW CELL, INC. DBA CELLCOM MI
109 ALLTEL NY INC JAMESTN NY 6692 NEW CELL, INC. DBA CELLCOM WI
113 ALLTEL NY INC RED-JK NY 6232 NEXTEL COMMUNICATIONS AL
1965 ALLTEL OF OK INC OK 6232 NEXTEL COMMUNICATIONS CA
176 ALLTEL PENNA INC PA 6232 NEXTEL COMMUNICATIONS FL
517 ALLTEL SC INC SC 6232 NEXTEL COMMUNICATIONS GA
577 ALLTEL TENN INC TN 6232 NEXTEL COMMUNICATIONS MI
1096 AMANA SOCIETY SRVC IA 6232 NEXTEL COMMUNICATIONS MN
7327 AMERICAN COMMUN. SVCS. INC. AL 6232 NEXTEL COMMUNICATIONS NC
OF ALABAMA
7263 AMERICAN COMMUN SVCS. INC. OF TX 6232 NEXTEL COMMUNICATIONS OR
FT WORTH, INC.
7490 AMERICAN COMMUN. SVCS. INC. OF AL 6232 NEXTEL COMMUNCIATIONS SC
COLUMBUS, INC
7490 AMERICAN COMMUN. SVCS. INC. OF GA 6232 NEXTEL COMMUNICATIONS WA
COLUMBUS, INC
7260 AMERICAN COMMUN. SVCS. INC. OF KY 6232 NEXTEL COMMUNICATIONS WI
LOUISVILLE
6511 AMERICAN PAGING, INC. FL 7541 NEXTLINK OF UTAH, L.L.C. UT
6511 AMERICAN PAGING, INC. IL 7344 NEXTLINK, INC. TN
6511 AMERICAN PAGING, INC. MN 7340 NEXTLINK, INC. WA
6511 AMERICAN PAGING, INC. PA 573 NO. CENTRAL RL TEL KY
6511 AMERICAN PAGING, INC. UT 573 NO. CENTRAL RL TEL TN
6511 AMERICAN PAGING, INC. WI 6665 NO. CAROLINA 4 CELLUALR L.P. DBA NC
CELLULAR ONE
6434 AMERICAN PERSONAL COMMUNICATIONS-DC DC 1443 NORMAN COUNTY TEL MN
6432 AMERICAN PERSONAL COMMUNICATIONS-MD MD 1443 NORMAN COUNTY TEL ND
6433 AMERICAN COMMUNICATIONS-VIRGINIA VA 922 NORTH-WEST TEL CO WI
6694 AMERICAN RURAL CELLULAR NC 6710 NORTHERN WISCONSIN PARTNERSHIP WA
6694 AMERICAN RURAL CELLULAR SC 1260 NORTHWEST IA TEL CO IA
6694 AMERICAN RURAL CELLULAR UT 924 NOVYS TEL CO WI
7403 AMERICAN TELCO, INC. TX 2354 NV TELP & TELG CO NV
6806 AMERICELL COMMS WA 436 NW LA TEL CO LA
6412 AMERITECH CELLULAR SERVICES IL 2249 NW TEL SYSTEMS INC. MT
</TABLE>
MCI CONFIDENTIAL
-15-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
OTHER
- -------------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<C> <S> <C> <C> <C> <C>
6332 AMERITECH CELLULAR SERVICES MO 6001 NYNEX MOBILE NY
6412 AMERITECH CELLULAR SERVICES MO 9102 NYNEX/NEW ENGLAND TEL CT
6332 AMERITECH CELLULAR SERVICES OH 645 OAKWOOD MUTUAL TEL OH
6333 AMERITECH CELLULAR SERVICES - IL 801 ODEN TEL CO INC IN
ILLINOIS
6333 AMERITECH CELLULAR SERVICES - IN 1065 ODIN TEL EXCH INC IL
ILLINOIS
6336 AMERITECH CELLULAR SERVICES - KY 2011 OKLAHOMA ALLTEL INC OK
KENTUCKY
6335 AMERITECH CELLULAR SERVICES - MI 6663 OKLAHOMA CELL. RSA 6 PARTNERSHIP OK
MICHIGAN DBA OK CELLULAR
6337 AMERITECH CELLULAR SERVICES - OH 6675 OMAHA CELL. LTD PART. DBA FIRST NE
OHIO CELL. - OMAHA
6338 AMERITECH CELLULAR SERVICES - WI 6623 OMNIPOINT COMMUNICATIONS, INC. - NJ
WISCONSIN NEW JERSEY
6761 ANSWER AMERICA DBA ANSWER USA IL 6626 OMNIPOINT COMMUNICATIONS, INC. - PA
PENNSYLVANIA
6729 ARCH MICHIGAN, INC. MI 6817 OMNIPOINT COMMUNICATIONS, INC. DE DE
6493 ARCH SOUTHEAST COMM. DBA FL 1066 ONEIDA TEL EXCHANGE IL
INTERLINK PAGING - FL
6496 ARCH SOUTHEAST COMM. DBA GA 574 OOLTEWAH-COLLEG TEL TN
INTERLINK PAGING - GA
6497 ARCH SOUTHEAST COMM. DBA LA 2389 OREGON TEL CORP OR
INTERLINK PAGING - LA
6836 ARCH SOUTHEAST COMMUNICATIONS, MS 6213 ORLANDO SMSA LIMITED PARTNERSHIP FL
INC.
1692 ARKANSAS TEL CO AR 1448 OSAKIS TEL CO MN
6517 ASAP PAGING - TEXAS TX 194 OSWAYO RIVER TEL CO PA
7421 AT&T LOCAL IL 7379 PAC - WEST TELECOMM, INC. CA
7421 AT&T LOCAL NY 7480 PACIFIC BELL (CLEC) CA
6520 AT&T WIRELESS SERVICES AR 6672 PACIFIC BELL MOBILE SERVICES CA
6520 AT&T WIRELESS SERVICES CA 6672 PACIFIC BELL MOBILE SERVICES NV
6520 AT&T WIRELESS SERVICES OR 6712 PACIFIC TELECOM CELLULAR OF MI
WISCONSIN, INC.
6520 AT&T WIRELESS SERVICES TX 6712 PACIFIC TELECOM CELLULAR OF WI
WISCONSIN, INC.
6010 AT&T WIRELESS SERVICES, INC. AR 6606 PAGE EXPRESS, INC. GA
6010 AT&T WIRELESS SERVICES, INC. AZ 6588 PAGE PROMPT USA, INC. CA
6010 AT&T WIRELESS SERVICES, INC. CA 6586 PAGECELL, INC. - CALIFORNIA CA
6010 AT&T WIRELESS SERVICES, INC. CO 6385 PAGEMART, INC. AZ
6010 AT&T WIRELESS SERVICES, INC. CT 6385 PAGEMART, INC. CA
6010 AT&T WIRELESS SERVICES, INC. DC 6385 PAGEMART, INC. CO
6010 AT&T WIRELESS SERVICES, INC. DE 6385 PAGEMART, INC. FL
6010 AT&T WIRELESS SERVICES, INC. FL 6385 PAGEMART, INC. GA
6010 AT&T WIRELESS SERVICES, INC. GA 6385 PAGEMART, INC. IL
6010 AT&T WIRELESS SERVICES, INC. ID 6385 PAGEMART, INC. IN
6010 AT&T WIRELESS SERVICES, INC. IL 6385 PAGEMART, INC. KY
6010 AT&T WIRELESS SERVICES, INC. KS 6385 PAGEMART, INC. MI
6010 AT&T WIRELESS SERVICES, INC. LA 6385 PAGEMART, INC. MO
6010 AT&T WIRELESS SERVICES, INC. MD 6385 PAGEMART, INC. NC
6010 AT&T WIRELESS SERVICES, INC. MN 6385 PAGEMART, INC. NM
6010 AT&T WIRELESS SERVICES, INC. MO 6385 PAGEMART, INC. NV
6010 AT&T WIRELESS SERVICES, INC. NC 6385 PAGEMART, INC. OH
6010 AT&T WIRELESS SERVICES, INC. NJ 6385 PAGEMART, INC. OK
6010 AT&T WIRELESS SERVICES, INC. NV 6385 PAGEMART, INC. OR
6010 AT&T WIRELESS SERVICES, INC. OH 6385 PAGEMART, INC. PA
6010 AT&T WIRELESS SERVICES, INC. OK 6385 PAGEMART, INC. TN
6010 AT&T WIRELESS SERVICES, INC. OR 6385 PAGEMART, INC. TX
6010 AT&T WIRELESS SERVICES, INC. PA 6385 PAGEMART, INC. VA
6010 AT&T WIRELESS SERVICES, INC. SC 6381 PAGENET AL
6010 AT&T WIRELESS SERVICES, INC. TX 6381 PAGENET AZ
6010 AT&T WIRELESS SERVICES, INC. UT 6381 PAGENET CA
6010 AT&T WIRELESS SERVICES, INC. VA 6381 PAGENET CO
6010 AT&T WIRELESS SERVICES, INC. WA 6381 PAGENET CT
</TABLE>
MCI CONFIDENTIAL
-16-
<PAGE>
- --------------------------------------------------------------------------------
OTHER
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
6010 AT&T WIRELESS SERVICES, INC. WI 6381 PAGENET DC
6010 AT&T WIRELESS SERVICES, INC. WV 6381 PAGENET DE
6214 ATLANTA - ATHENS MSA LIMITED GA 6381 PAGENET FL
PARTNERSHIP
468 ATLANTIC TEL MEMB CO NC 6381 PAGENET GA
671 AU GRES TEL CO MI 6381 PAGENET ID
72 AUSABLE VLY TEL CO NY 6381 PAGENET IL
6590 AWESOME PAGING, INC. TX 6381 PAGENET IN
1105 AYRSHIRE FMR MUT TEL IA 6381 PAGENET KS
6786 B&M COMMUNICATIONS MS 6381 PAGENET KY
6617 BAKER'S ELECTRONICS & COMMUNICATIONS, FL 6381 PAGENET LA
INC.
675 BARAGA TEL CO MI 6381 PAGENET MD
6382 BATON ROUGE CELLULAR TELEPHONE CO. LA 6381 PAGENET MI
6216 BATON ROUGE MSA LIMITED PARTNERSHIP LA 6381 PAGENET MN
6340 BAY AREA CELLULAR TELEPHONE CA 6381 PAGENET MO
446 BAY SPRINGS TEL CO MS 6381 PAGENET NC
2359 BEAVER CK COOP TEL OR 6381 PAGENET NJ
6731 BECKER BEEPER, INC. - ILLINOIS IL 6381 PAGENET NM
6732 BECKER BEEPER, INC. - WISCONSIN WI 6381 PAGENET NV
2284 BEEHIVE TELEPHONE CO. NV 6381 PAGENET NY
2284 BEEHIVE TELEPHONE CO. UT 6381 PAGENET OH
6615 BEEPER EXPRESS, INC. FL 6381 PAGENET OR
6524 BEEPER SYSTEMS, INC. TX 6381 PAGENET PA
6789 BEEPERMART, INC. IL 6381 PAGENET SC
6714 BEEP-NET FL 6381 PAGENET OK
6386 BELL ATLANTIC NYNEX MOBILE GA 6381 PAGENET TN
6386 BELL ATLANTIC NYNEX MOBILE VA 6381 PAGENET TX
6388 BELL ATLANTIC NYNEX MOBILE - CT 6381 PAGENET UT
CONNECTICUT
6395 BELL ATLANTIC NYNEX MOBILE - MARYLAND MD 6381 PAGENET WA
6391 BELL ATLANTIC NYNEX MOBILE - NJ 6381 PAGENET WI
NEW JERSEY
6397 BELL ATLANTIC NYNEX MOBILE - NC 6425 PAGER ONE OF FLORIDA, INC. FL
NORTH CAROLINA
6392 BELL ATLANTIC NYNEX MOBILE - PA 6426 PAGER ONE OF FLORIDA, INC. - FLORIDA FL
PENNSYLVANIA
6398 BELL ATLANTIC NYNEX MOBILE - SC 6353 PALMER CELLULAR PARTNERSHIP - ALABAMA AL
SOUTH CAROLINA
6396 BELL ATLANTIC NYNEX MOBILE - VIRGINIA VA 6351 PALMER CELLULAR PARTNERSHIP - FLORIDA FL
6699 BELLSOUTH PERSONAL COMMUNICATIONS, IN 6352 PALMER CELLULAR PARTNERSHIP - GEORGIA GA
INC.
6699 BELLSOUTH PERSONAL COMMUNICATIONS, KY 196 PALMERTON TEL CO PA
INC.
6699 BELLSOUTH PERSONAL COMMUNICATIONS, NC 2173 PAPAGO TRIBAL UT AUT AZ
INC.
6699 BELLSOUTH PERSONAL COMMUNICATIONS, SC 6578 PARKWAY PAGING, INC. TX
INC.
6699 BELLSOUTH PERSONAL COMMUNICATIONS, TN 6605 PASS WORD, INC. WA
INC.
980 BERGEN TEL CO - IL IL 6502 PCS PRIMECO - FLORIDA AL
7466 BIG SKY TELECOM, INC. WY 6502 PCS PRIMECO - FLORIDA FL
1643 BISON STATE TEL CO SD 6504 PCS PRIMECO - ILLINOIS IL
1969 BIXBY TELEPHONE CO OK 6504 PCS PRIMECO - ILLINOIS IN
742 BLOOMINGDALE HM TEL IN 6505 PCS PRIMECO - LOUISIANA LA
1816 BLUESTEM TELEPHONE COMPANY KS 6506 PCS PRIMECO - TEXAS TX
1859 BOURBEUSE TEL CO MO 6507 PCS PRIMECO - VIRGINIA VA
149 BREEZEWOOD TEL CO PA 6508 PCS PRIMECO - WISCONSIN WI
7128 BROOKS FIBER COMMUNICATIONS CA 7341 PENNS LIGHT COMMUNICATION PA
7376 BROOKS FIBER COMMUNICATIONS NV 931 PEOPLES TEL CO WI
</TABLE>
MCI CONFIDENTIAL
-17-
<PAGE>
- --------------------------------------------------------------------------------
OTHER
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE
---- ---- -----
<S> <C> <C>
7277 BROOKS FIBER COMMUNICATIONS - AR
ARKANSAS
7103 BROOKS FIBER COMMUNICATIONS - MA
MASSACHUSETTS
7103 BROOKS FIBER COMMUNICATIONS - RI
MASSACHUSETTS
7463 BROOKS FIBER COMMUNICATIONS - MS
MISSISSIPPI
7464 BROOKS FIBER COMMUNICATIONS - NM
NEW MEXICO
7278 BROOKS FIBER COMMUNICATIONS - TN
TENNESSEE
7230 BROOKS FIBER COMMUNICATIONS OF CT
CONNECTICUT
7157 BROOKS FIBER COMMUNICATIONS OF MI
MICHIGAN, INC.
7158 BROOKS FIBER COMMUNICATIONS OF OH
OHIO
7258 BROOKS FIBER COMMUNICATIONS OF OK
OKLAHOMA
7231 BROOKS FIBER COMMUNICATIONS OF RI
RHODE ISLAND
7465 BROOKS FIBER COMMUNICATIONS OF AZ
TUSCON, INC.
6205 BSFLORIDA CELLULAR SERVICE, INC. FL
151 BUFFALO VLLY TEL CO PA
6766 BUSINESS SERVICE CENTER, INC. WI
2043 BYERS-PETROLIA TEL TX
682 C C & S TELCO INC MI
682 C C & S TELCO INC OH
7126 CABLEVISION LIGHTPATH, INC. NY
431 CADDOAN TEL CO AR
431 CADDOAN TEL CO LA
431 CADDOAN TEL CO TX
6604 CAL - ONE CELLULAR L.P. CA
152 CANTON TELEPHONE CO PA
470 CAROLINA TEL & TEL NC
470 CAROLINA TEL & TEL VA
857 CASCO TEL CO WI
672 CCM-MI MI
6581 CELLULAR HOLDING, INC. MS
6825 CELLULAR MOBILE SYSTEMS OF ST. CLOUD MN
GEN PARTNERS
6025 CELLULAR ONE - OHIO IN
6025 CELLULAR ONE - OHIO KY
6025 CELLULAR ONE - OHIO OH
6204 CELLULAR ONE OF BAKERSFIELD CA
6022 CELLULAR ONE OF CENTRAL ILLINOIS IL
6022 CELLULAR ONE OF CENTRAL ILLINOIS IN
6698 CELLULAR PAGE GA
6698 CELLULAR PAGE TN
6815 CELLULAR XL, ASSOCIATES, L.P. MS
6308 CELPAGE, INC. - GEORGIA FL
841 CENCOM OF WI INC WI
985 CENTEL ILLINOIS IL
747 CENTRAL IND TEL CO I IN
423 CENTRAL LA TEL CO LA
6743 CENTRAL OREGON CELLULAR, INC. DBA OR
CELLULAR ONE
340 CENTRAL TEL FL FL
471 CENTRAL TEL CO OF NC NC
6481 PHOENIX / TUCSON PAGING AZ
7375 PHOENIX FIBERLINK - UTAH UT
7612 PHOENIX FIBERLINK OF NEVADA, INC. NV
377 PINELAND TEL COOP GA
6611 PLATEAU CELLULAR NETWORK, INC. NM
934 PLATTEVILLE TEL CO WI
6750 POCKET COMMUNICATIONS, INC NV
6609 POINT TELESYSTEMS, INC. OR
6706 POINT TO POINT COMMMUNICATIONS - GA
GA
809 POSEYVILLE TEL CO IN
1718 PRAIRIE GROVE TEL CO AR
6539 PREFERRED NETWORKS, INC. AL
6539 PREFERRED NETWORKS, INC. CT
6539 PREFERRED NETWORKS, INC. FL
6539 PREFERRED NETWORKS, INC. GA
6539 PREFERRED NETWORKS, INC. IL
6539 PREFERRED NETWORKS, INC. NC
6539 PREFERRED NETWORKS, INC. NJ
6539 PREFERRED NETWORKS, INC. PA
6539 PREFERRED NETWORKS, INC. SC
6539 PREFERRED NETWORKS, INC. TN
1344 PRIAIRE TELEPHONE CO IA
937 PRICE COUNTY TEL CO WI
6548 PRIORITY COMMUNICATIONS, INC. FL
6518 PROGRESSIVE CONCEPTS, INC. TX
6612 PROTECOM ATLANTA, INC. GA
6620 PUBLIC SERVICE CELLULAR, INC. GA
201 QUAKER STATE TEL CO PA
6697 R. F. COMMUNICATIONS PA
6751 RADIO-COMM MO
6305 RADIOFONE, INC. FL
6305 RADIOFONE, INC. LA
6305 RADIOFONE, INC. MS
6305 RADIOFONE, INC. TX
6597 RAM TECHNOLOGIES INC. - WEST WV
VIRGINIA
6595 RAM TECHNOLOGIES, INC. - KENTUCKY KY
6596 RAM TECHNOLOGIES, INC. - OHIO OH
6514 RAMCELL OF KENTUCKY KY
6711 RCC OF PENNSYLVANIA DBA BEEPER PA
RENTAL SERVICE
6810 REDI-CALL COMMUNICATIONS CO DE
6810 REDI-CALL COMMUNICATIONS CO PA
7229 MCI METRO MA
7619 RESIDENTIAL COMMUNICATIONS MA
NETWORK OF MASS. - NY
940 RHINELANDER TEL CO WI
6202 RICHMOND CELLULAR TELEPHONE CO. VA
267 RITCHIE TEL CO WV
815 ROCHESTER TEL CO INC IN
</TABLE>
MCI CONFIDENTIAL
-18-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
OTHER
- -------------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
2348 CENTRAL TEL NV NV 1473 ROCK DEL TEL CO MN
630 CENTRAL TEL OF OHIO OH 542 ROCK HILL TEL CO SC
254 CENTRAL TEL OF VA NC 2232 ROCKLAND TEL CO ID
254 CENTRAL TEL OF VA VA 6004 ROGERS RADIO CALL, INC. IN
2052 CENTRAL TX TEL CO-OP TX 2252 RONAN TEL CO MT
6547 CENTURY CELLUNET, INC. AR 2395 ROSEVALLEY TEL CO OR
6547 CENTURY CELLUNET, INC. LA 2334 ROSEVILLE TEL CO CA
6547 CENTURY CELLUNET, INC. MI 6674 RSA 1 LIMITED PARTNERSHIP DBA IA
CELLULAR 29 PLUS
6547 CENTURY CELLUNET, INC. TX 6024 RURAL CELLULAR CORP. MN
6509 CENTURY EL CENTRO CELLULAR CORP. CA 6024 RURAL CELLULAR CORP. WI
6526 CFW CELLULAR, INC. VA 6482 SAN DIEGO PAGING CA
6021 CHARITON VALLEY CELLULAR MO 499 SANDHILL TEL CO NC
1864 CHARITON VALLEY TEL MO 6583 SANTA CRUZ CELLULAR TELEPHONE, CA
INC.
427 CHATHAM TEL CO LA 6792 SATELLINK PAGING, INC. GA
6221 CHATTANOOGA MSA LIMITED TN 120 SAWTOOTH TELEPHONE ID
PARTNERSHIP
1126 CHESTER TELEPHONE CO IA 6739 SCHUYLKILL MOBILE FONE, INC. PA
1126 CHESTER TELEPHONE CO MN 1591 SE NEBRASKA TEL CO NE
354 CHICKAMAUGA TEL CO GA 1292 SEARSBORO TEL CO INC IA
597 CHILLICOTHE TEL CO OH 6347 SEIKO COMMUNICATIONS OF AMERICA, CA
INC. - CA
6680 CIMARRON PAGING OK 6347 SEIKO COMMUNICATIONS OF AMERICA, FL
INC. - CA
81 CIT TELCO HAMMOND NY NY 6471 SEIKO COMMUNICATIONS OF AMERICA, FL
INC. - FLORIDA
4426 CITIZENS - EAST ARIZONA AZ 122 SENECA-GORHAM TEL NY
3401 CITIZENS TEL OR 1080 SHARON TEL CO - IL IL
1865 CITIZENS TEL CO MO 1025 SHAWNEE TEL CO INC IL
4427 CITIZENS TELECOM.-ID ID 6687 SHENANDOAH PERSONAL MD
COMMUNICATIONS CO.
4322 CITIZENS TELECOM.-MT MT 6687 SHENANDOAH PERSONAL PA
COMMUNICATIONS CO.
4336 CITIZENS TELECOM.-TN TN 6687 SHENANDOAH PERSONAL VA
COMMUNICATIONS CO.
4429 CITIZENS TELECOM.-UT UT 6687 SHENANDOAH PERSONAL WV
COMMUNICATIONS CO.
4338 CITIZENS TELECOM.-WV WV 6343 SHREVEPORT CELLULAR TELEPHONE TX
DBA CELLULAR ONE
2172 CITIZENS UTILITIES AZ 2338 SIERRA TEL CO INC CA
2172 CITIZENS UTILITIES CA 6593 SO. ALABAMA CELLULAR COMM. DBA AL
FRONTIER CELLULAR
557 CLAIBORNE TEL CO TN 6209 SO. CAROLINA CELLULAR SERVICES, SC
INC
226 CLIFTON FORGE-WAYNES VA 950 SOLON SPRINGS TEL CO MN
6532 CMT PARTNERS DBA CELLULAR ONE KS 950 SOLON SPRINGS TEL CO WI
6532 CMT PARTNERS DBA CELLULAR ONE MO 6589 SOURCE ONE WIRELESS GA
424 COSTAL TEL ELC CO LA 6618 SOURCE ONE WIRELESS, INC. IL
356 COASTAL UTILITIES IN GA 6618 SOURCE ONE WIRELESS, INC. MI
6614 COEUR D' ALENE ANSWERING SERVICE, ID 6618 SOURCE ONE WIRELESS, INC. WI
INC.
2204 COLUMBINE TEL CO CO 1634 SOURIS RIVER TEL ND
6669 COMCAST CELLULAR DE 204 SOUTH CANAAN TEL PA
COMMUNICATIONS-DELAWARE
6670 COMCAST CELLULAR MD 3306 SOUTH CENTRAL KS
COMMUNICATIONS - MARYLAND TELECOMMUNICATIONS OF KIOWA
6668 COMCAST CELLULAR NJ 8812 SOUTH DAKOTA NETWORK METRO - SD
COMMUNICATIONS - NEW JERSEY SOUTH DAKOTA
6667 COMCAST CELLULAR PA 1883 SOUTH KANSAS TEL CO KS
COMMUNICATIONS - PENNSYLVANIA
6790 COMM. SALES AND SERVICE DBA LA 2195 SOUTH PARK TEL CO CO
PAGERS UNLIMITED
6572 COMMNET CELLULAR, INC. - ARIZONA AZ 6736 SOUTH TEXAS PAGING TX
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
6567 COMMNET CELLULAR, INC.- COLORADO CO 461 SOUTHEAST MISS TELCO MS
6565 COMMNET CELLULAR, INC.- IDAHO ID 952 SOUTHEAST TEL CO WI WI
6570 COMMNET CELLULAR, INC.- IOWA IA 6744 SOUTHERN COMMUNICATIONS SERVICES AL
6564 COMMNET CELLULAR, INC.- MONTANA CO 6744 SOUTHERN COMMUNICATIONS SERVICES GA
6564 COMMNET CELLULAR, INC.- MONTANA MT 6700 SOUTHERN OHIO COMMUNICATION OH
SERVICES, INC.
6573 COMMNET CELLULAR, INC.- NEW MEXICO NM 318 SOUTHLAND TEL CO AL
6568 COMMNET CELLULAR, INC.- NORTH DAKOTA ND 318 SOUTHLAND TEL CO FL
6569 COMMNET CELLULAR, INC.- SOUTH DAKOTA SD 6480 SOUTHWEST PAGING CA
6571 COMMNET CELLULAR, INC.- UTAH UT 6399 SOUTHWESTCO WIRELESS, INC. - ARIZONA AZ
6566 COMMNET CELLULAR, INC.- WYOMING WY 6399 SOUTHWESTCO WIRELESS, INC. - ARIZONA TX
7513 COMMONWEALTH COMMUNICATIONS, INC. PA 6401 SOUTHWESTCO WIRELESS, INC. - NEW NM
MEXICO
6758 COMMTRONIX AR 6671 SOUTHWESTERN BELL MOBILE SYSTEMS IL
6522 COMMUNICATIONS SALES & SERVICES, TX 6671 SOUTHWESTERN BELL MOBILE SYSTEMS KS
INC. DBA CSSI
6735 COMMUNITRONICS, INC. MS 6671 SOUTHWESTERN BELL MOBILE SYSTEMS MO
6803 COMSERV CO TN 6534 SOUTHWESTERN BELL MOBILE SYSTEMS DBA IL
CELLULAR ONE
474 CONCORD TEL CO GA 6534 SOUTHWESTERN BELL MOBILE SYSTEMS DBA MD
CELLULAR ONE
474 CONCORD TEL CO NC 6534 SOUTHWESTERN BELL MOBILE SYSTEMS DBA OK
CELLULAR ONE
6542 CONE CELLULAR MS 6534 SOUTHWESTERN BELL MOBILE SYSTEMS DBA TX
CELLULAR ONE
162 CONESTOGA TEL & TEL PA 6534 SOUTHWESTERN BELL MOBILE SYSTEMS DBA VA
CELLULAR ONE
7393 CONSOLIDATED COMMUNICATIONS TELCOM IL 6681 SOUTHWESTERN BELL SERVICES OK
SVCS., INC.
6362 CONTACT COMMUNICATIONS, INC. PA 6557 SPRINGWICH CELLULAR LIMITED CT
PARTNERSHIP - CT
6364 CONTACT COMMUNICATIONS, INC. - ARIZONA AZ 7391 SPRINT METROPOLITAN NETWORKS, INC. FL
6372 CONTACT COMMUNICATIONS, INC. - CA 6664 SPRINT SPECTRUM L.P. AL
CALIFORNIA
6370 CONTACT COMMUNICATIONS, INC. - IL 6664 SPRINT SPECTRUM L.P. AR
ILLINOIS
6370 CONTACT COMMUNICATIONS, INC. - IN 6664 SPRINT SPECTRUM L.P. AZ
ILLINOIS
6684 CONTACT COMMUNICATIONS, INC. - NO. NC 6664 SPRINT SPECTRUM L.P. CA
CAROLINA
6685 CONTACT COMMUNICATIONS, INC. - SO. NJ 6664 SPRINT SPECTRUM L.P. CO
CAROLINA
6371 CONTACT COMMUNICATIONS, INC. - TEXAS TX 6664 SPRINT SPECTRUM L.P. CT
6366 CONTACT COMMUNICATIONS, INC. - WI 6664 SPRINT SPECTRUM L.P. DE
WISCONSIN
6756 CONTACT NEW MEXICO, INC. NM 6664 SPRINT SPECTRUM L.P. FL
6613 CONTACT PAGING OF COLORADO, INC. CO 6664 SPRINT SPECTRUM L.P. IA
6757 CONTACT PAGING OF TEXAS TX 6664 SPRINT SPECTRUM L.P. ID
7525 CONTINENTAL CABLEVISION CA 6664 SPRINT SPECTRUM L.P. IN
7566 CONTINENTAL FIBER TECH. DBA ALTERNET FL 6664 SPRINT SPECTRUM L.P. KS
(FLORIDA)
7562 CONTINENTAL FLORIDA FL 6664 SPRINT SPECTRUM L.P. KY
TELECOMMUNICATIONS, INC.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
OTHER
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
3320 CONTOOCOOK VALLEY TELEPHONE CO. NH 6664 SPRINT SPECTRUM L.P. LA
103 COUNCIL TELEPHONE ID 6664 SPRINT SPECTRUM L.P. MI
6691 COX CALIFORNIA PCS, INC. CA 6664 SPRINT SPECTRUM L.P. MN
3402 CP NATIONAL TEL SERVICE CA 6664 SPRINT SPECTRUM L.P. MO
2304 CP NTL TEL SVC CO CA 6664 SPRINT SPECTRUM L.P. NE
2304 CP NTL TEL SVC CO NV 6664 SPRINT SPECTRUM L.P. NJ
1009 C-R TEL CO IL 6539 PREFERRED NETWORKS, INC. MI
6752 CRYSTAL COMMUNICATIONS DBA KY 6664 SPRINT SPECTRUM L.P. OH
MULTIPAGE, INC.
6763 CRYSTYAN PAGING NETWORK FL 6664 SPRINT SPECTRUM L.P. OK
1650 CTY BRKNGS MUNICIPAL SD 6664 SPRINT SPECTRUM L.P. OR
2308 CTZ UTL CO OF CA CA 6664 SPRINT SPECTRUM L.P. PA
6738 CYBERTEL MINNEAPOLIS PAGING MN 6664 SPRINT SPECTRUM L.P. TN
CORP., DBA MINNCOMM
1610 DAKOTA C RURAL TEL ND 6664 SPRINT SPECTRUM L.P. TX
6538 DALLAS NEXTFONE SYSTEMS, INC. TX 6664 SPRINT SPECTRUM L.P. UT
6527 DAVE FANT COMPANY DBA OKLAHOMA OK 6664 SPRINT SPECTRUM L.P. WA
RADIO SYSTEMS
1379 DEER RIVER TEL CO MN 6664 SPRINT SPECTRUM L.P. WI
9999 DEFAULT CA 1810 SPRINT/UNITED TELEPHONE OF KS
EASTERN KANSAS
562 DEKALB TEL COOP TN 1812 SPRINT/UNITED TELEPHONE OF KS
MISSOURI - KANSAS
6627 DELTA TELEPAGE, INC. MS 944 ST CROIX TEL CO WI
998 DEPUE TEL CO IL 339 ST JOSEPH TEL&TEL CO FL
6003 DETROIT CELLULAR MI 339 ST JOSEPH TEL&TEL CO GA
6235 DIAL CALL SC INC SC 502 STAR TEL MEMB CORP NC
6233 DIAL CALL TN INC TN 387 STATESBORO TEL CO GA
6406 DIAL PAGE - FLORIDA FL 2399 STAYTON COOP TEL CO OR
6407 DIAL PAGE - GEORGIA GA 2147 SUGAR LAND TEL CO TX
6408 DIAL PAGE - NORTH CAROLINA NC 6703 SUPER COM, INC. MI
6409 DIAL PAGE - SOUTH CAROLINA SC 6759 SUPERBEEPER ELECTRONIC II, INC. FL
6410 DIAL PAGE - TENNESSEE TN 6830 SUPERIOR COMMUNICATIONS NJ
TECHNOLOGY CORP.
6404 DIAL PAGE, INC. FL 2025 SW OKLAHOMA TEL CO OK
6619 DIGI-PAGE, LLP. KS 6029 SWB MOBILE SYSTEMS IL
6677 DOBSON CELLULAR SYSTEMS, INC. KS 6029 SWB MOBILE SYSTEMS MO
6677 DOBSON CELLULAR SYSTEMS, INC. OK 6029 SWB MOBILE SYSTEMS TX
6748 DON CLARK'S RADIO ELECTRONICS ID 6813 SYGNET COMMUNICATIONS PA
609 DOYLESTOWN TEL CO OH 128 SYLVAN LAKE TEL CO NY
6708 DULUTH/SUPERIOR CELLULAR, INC. MN 3334 TABLE TOP TELEPHONE CO., INC. AZ
91 DUNK & FRED TEL CO NY 84 TACONIC TEL CORP MA
6799 DURANGO CELL TEL CO CO 84 TACONIC TEL CORP NY
6754 DYNATEL, INC. FL 2150 TATUM TEL CO TX
429 E ASCENSION TEL CO LA 7125 TCG AZ
1156 E BUCHANAN TEL COOP IA 7125 TCG CO
2262 E N M R TEL COOP INC NM 7125 TCG CT
2262 E N M R TEL COOP INC TX 7125 TCG DC
2185 EAGLE TELECOM INC CO 7125 TCG FL
3305 EAGLENET, INC. OK 7125 TCG IL
3305 EAGLENET, INC. TX 7125 TCG IN
6785 EARHART COMMUNICATIONS, INC. TN 7125 TCG MA
1873 EASTERN MISSOURI TEL MO 7125 TCG MD
7308 EASTERN TELELOGIC CORP. - DE 7125 TCG MI
DELAWARE
7309 EASTERN TELELOGIC CORP. - PA 7125 TCG NJ
PENNSYLVANIA
6689 EASTERN WIRELESS CORP. WV 7125 TCG NJ
6793 EASY COMM BEEPERS NV 7125 TCG NY
1003 EGYPTIAN TEL COOP IL 7125 TCG PA
6601 EL PASO CELLULAR TELEPHONE CO. TX 7125 TCG RI
2187 EL PASO CO TEL CO CO 7125 TCG TX
1004 EL PASO TEL CO IL 7125 TCG WA
2069 ELECTRA TEL CO TX 7125 TCG WI
</TABLE>
MCI CONFIDENTIAL
-21-
<PAGE>
- --------------------------------------------------------------------------------
OTHER
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
7174 ELECTRIC LIGHTWAVE, INC. - CALIFORNIA CA 7213 TCG AMERICA - MICHIGAN MI
7172 ELECTRIC LIGHTWAVE, INC. - OREGON OR 7325 TCG AMERICA, INC. - MARYLAND MD
7176 ELECTRIC LIGHTWAVE, INC. - UTAH UT 7610 TCI TELEPHONY SERVICES OF CA
CALIFORNIA, INC.
7173 ELECTRIC LIGHTWAVE, INC. - WASHINGTON WA 7621 TCI TELEPHONY SERVICES OF CT
CONNECTICUT, INC.
6753 ELECTRONIC ENGINEERING COMPANY IA 7607 TCI TELEPHONY SERVICES OF ILLINOIS, IL
INC.
1764 ELKHART TEL CO INC KS 3411 TCT WEST, INC. MT
1764 ELKHART TEL CO INC OK 3411 TCT WEST, INC. WY
168 ENTERPRISE TEL CO PA 2360 TEL UTIL OF E OREGON CA
6709 ERIE CELLULAR TELEPHONE CO. PA 2360 TEL UTIL OF E OREGON OR
2070 ETEX TEL COOP INC TX 2408 TEL UTILITIES OF WA WA
434 EVANGELINE TEL CO LA 2408 TEL UTILITIES OF WA WA
362 FAIRMOUNT TEL CO INC GA 6749 TELEBEEPER OF NEW MEXICO NM
877 FAIRWTR-BRAN-ALT TEL WI 7137 TELEPORT COMMUNICATIONS GROUP - IL
ILLINOIS
2188 FARMERS MUTUAL TEL CO 7139 TELEPORT COMMUNICATIONS GROUP - CA
LOUISIANA
520 FARMERS TEL COOP INC SC 7140 TELEPORT COMMUNICATIONS GROUP - NEW CT
YORK
1882 FIDELITY TEL CO MO 7147 TELEPORT COMMUNICATIONS GROUP - SAN CA
DIEGO
6740 FIRST CELLULAR OF MARYLAND WV 7145 TELEPORT COMMUNICATIONS GROUP - SAN CA
FRAN
1012 FLAT ROCK MUT TEL CO IL 6591 TELETOUCH COMMUNICATIONS, INC. AR
291 FLORALA TELEPHONE CO FL 6545 TELETOUCH COMMUNICATIONS, INC. - MS
MISSISSIPPI
294 FLORALA TELEPHONE CO. - ALABAMA AL 6544 TELETOUCH COMMUNICATIONS, INC. - TX
TEXAS
6473 FLORIDA CELLULAR RSA LIMITED FL 6820 TEXAS COMMUNICATIONS, INC. TX
PARTNERSHIP
6205 FLORIDA CELLULAR SERVICE, INC. FL 6737 TEXAS INSTRUMENTS, INC. TX
884 FORESTVILLE TEL CO WI 6730 THE BEEPER COMPANY TX
6818 FROMM SERVICES, INC. WI 6616 THE GREAT AMERICAN ENTERPRISE DBA AL
MPW PAGING
1127 FRONTIER COMMUNICATIONS OF IOWA, INC IA 8874 THE OFFSHORE TELEPHONE CO. LA
1367 FRONTIER COMMUNICATIONS OF MINN, INC IA 2332 THE PONDEROSA TEL CO CA
1367 FRONTIER COMMUNICATIONS OF MINN, INC MN 1079 THE SCHUYLER TEL CO IL
7343 FRONTIER LOCAL SERVICES, INC. NY 6498 THE TELEPHONE CONNECTION OF LOS CA
ANGELES, INC.
1641 G.W.S., INC. NE 6584 THE WESTLINK COMPANY AZ
1641 G.W.S., INC. SD 6584 THE WESTLINK COMPANY CO
2223 GEM STATE UTILITIES ID 6584 THE WESTLINK COMPANY IA
2223 GEM STATE UTILITIES NV 6584 THE WESTLINK COMPANY MN
695 GEN TEL CO OF MICH MI 6584 THE WESTLINK COMPANY NE
886 GEN TEL CO OF WI WI 6584 THE WESTLINK COMPANY NM
6688 GENERAL PAGING & TELECOMMUNICATIONS FL 6584 THE WESTLINK COMPANY OR
CO. INC.
6528 GEORGIA INDEPENDENT DBA CELLULAR PLUS GA 6584 THE WESTLINK COMPANY WA
7389 GEOTEK COMMUNICATIONS, INC. CT 6834 THIRD KENTUCKY CELLULAR CORP. DBA KY
WIRELESS 2000
7389 GEOTEK COMMUNICATIONS, INC. DE 828 THORNTOWN TEL CO IN
7389 GEOTEK COMMUNICATIONS, INC. FL 959 THORP TEL CO WI
7389 GEOTEK COMMUNICATIONS, INC. IL 6718 THUMB CELLULAR LIMITED PARTNERSHIP MI
7389 GEOTEK COMMUNICATIONS, INC. NJ 7178 TIME WARNER CA
7389 GEOTEK COMMUNICATIONS, INC. TX 7178 TIME WARNER CO
6791 GILRO CELLULAR CORPORATION MI 7430 TIME WARNER AXS NYC - MANHATTAN NY
</TABLE>
MCI CONFIDENTIAL
-22-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
OTHER
- ------------------------------------------------------------------------------------------------------------
CODE NAME STATE CODE NAME STATE
- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
457 GLEN ALLAN TEL CO MS 7259 TIME WARNER COMMUNICATIONS - NY - NY
ROCHESTER
1189 GRAETTINGER COOP TEL IA 7437 TIME WARNER COMMUNICATIONS AXS FL
FLORIDA - ORLANDO
1020 GRAFTON TEL CO IL 7516 TIME WARNER COMMUNICATIONS AXS OF TX
AUSTIN, TEXAS
1577 GREAT PLAINS COMMUN CO 7517 TIME WARNER COMMUNICATIONS AXS OF TN
MEMPHIS, TN
1577 GREAT PLAINS COMMUN KS 7436 TIME WARNER COMMUNICATIONS AXS OF OH
OHIO, L.P.
1577 GREAT PLAINS COMMUN NE 7350 TOTAL TELECOMMUNICATI SERVICES,
INC. OK
1577 GREAT PLAINS COMMUN NE 2296 TRI-CO TEL ASSN INC WY
1577 GREAT PLAINS COMMUN SD 6485 TRI STATE RADIO - NEW JERSEY NJ
1577 GREAT PLAINS COMMUN SD 6484 TRI STATE RADIO - PENNSYLVANIA PA
1660 GREAT PLAINS TEL CO SD 6777 TRIAD CELLULAR - UTAH, L.P. AZ
1023 GRIDLEY TEL CO IL 6777 TRIAD CELLULAR - UTAH, L.P. UT
7456 GST LIGHTWAVE, INC. - CALIFORNIA CA 6779 TRIAD TEXAS, L. P. TX
7552 GST NET (AZ), INC. AZ 6826 TRILLIUM CELLULAR CORP. MI
7457 GST NEW MEXICO LIGHTWAVE, INC. NM 6800 TRINITY INTERNTL NJ
7241 GST PACIFIC LIGHTWAVE CA 6641 TSR PAGING - ILLINOIS IL
6222 GULF COAST CELLULAR TELEPHONE CO. AL 6641 TSR PAGING - ILLINOIS IN
329 GULF TEL CO FL 6635 TSR PAGING - MARYLAND MD
523 HARGRAY TEL CO INC SC 6640 TSR PAGING - NEVADA NV
1026 HARRISONVILLE TEL CO IL 6631 TSR PAGING - VIRGINIA VA
2190 HAXTUN TEL CO CO 2297 UNION TEL CO CO
6686 HEARTLAND COMMUNICATIONS, INC. IL 2297 UNION TEL CO UT
6686 HEARTLAND COMMUNICATIONS, INC. IN 2297 UNION TEL CO WY
6686 HEARTLAND COMMUNICATIONS, INC. MN 567 UNITED INTER_MTN TEL TN
160 HEARTLAND COMMUNICATIONS, INC. SD 567 UNITED INTER_MTN TEL VA
6686 HEARTLAND COMMUNICATIONS, INC. WI 6261 UNITED STATES CELLULAR CORP. - CA
CALIFORNIA
6424 HIGHLAND CELLULAR, INC. VA 6280 UNITED STATES CELLULAR CORP. - FL
FLORIDA
6424 HIGHLAND CELLULAR, INC. WV 6264 UNITED STATES CELLULAR CORP. - ID
IDAHO
100 HIGHLAND TEL CO NY 6265 UNITED STATES CELLULAR CORP. - IL
ILLINOIS
3321 HOLLIS TELEPHONE COMPANY, INC. NH 6277 UNITED STATES CELLULAR CORP. - IN
INDIANA
6580 HOLSUM BAKING CO. DBA CAPROCK NM 6266 UNITED STATES CELLULAR CORP. - IA
COMMUNICATIONS IOWA
1032 HOME TEL CO IL 6268 UNITED STATES CELLULAR CORP. - KY
KENTUCKY
458 HOME TEL CO MS 6275 UNITED STATES CELLULAR CORP. - MO
MISSOURI
2377 HOME TEL CO OR 6282 UNITED STATES CELLULAR CORP. - NC
NORTH CAROLINA
778 HOME TEL CO INC IN 6285 UNITED STATES CELLULAR CORP. - OH
OHIO
527 HOME TEL CO INC SC 6272 UNITED STATES CELLULAR CORP. - OK
OKLAHOMA
1563 HOOPER TEL CO NE 6349 UNITED STATES CELLULAR CORP. - OH
OREGON
6491 HORIZON CELLULAR TELEPHONE CO. OF GA 6286 UNITED STATES CELLULAR CORP. - PA
DAWSON, L.P. PENNSYLVANIA
6491 HORIZON CELLULAR TELEPHONE CO. OF KY 6281 UNITED STATES CELLULAR CORP. - CA
DAWSON, L.P. SOUTH CAROLINA
6491 HORIZON CELLULAR TELEPHONE CO. OF PA 6281 UNITED STATES CELLULAR CORP. - SC
DAWSON, L.P. SOUTH CAROLINA
528 HORRY TEL COOP INC SC 6278 UNITED STATES CELLULAR CORP. - GA
TENNESSEE
6227 HOUSTON CELLULAR TELEPHONE CO. TX 6278 UNITED STATES CELLULAR CORP. - TN
TENNESSEE
</TABLE>
MCI CONFIDENTIAL
-23-
<PAGE>
- --------------------------------------------------------------------------------
OTHER
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CODE NAME STATE CODE NAME STATE
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
TENNESSEE
11 HRTLD & ST ALBNS TEL ME 6271 UNITED STATES CELLULAR CORP. - TEXAS TX
7129 HYPERION TELECOMMUNICATIONS, INC. NY 6283 UNITED STATES CELLULAR CORP. - VA
VIRGINIA
7245 ICG TELECOM GROUP - CALIFORNIA CA 6283 UNITED STATES CELLULAR CORP. - WV
VIRGINIA
7242 ICG TELECOM GROUP - TENNESSEE TN 6270 UNITED STATES CELLULAR CORP. - OR
WASHINGTON
7150 ICG TELECOM GROUP, INC. CO 6270 UNITED STATES CELLULAR CORP. - WA
WASHINGTON
7163 ICG TELECOM GROUP, INC. - OH OH 6274 UNITED STATES CELLULAR CORP. - WI
WISCONSIN
1037 IL CONSOLIDATED TEL IL 7431 US LONG DISTANCE, INC. TX
1037 IL CONSOLIDATED TEL IL 7461 US ONE COMMUNICATIONS CORP. CT
6416 INDEPENDENT CELLULAR NETWORK, INC. - KY 7461 US ONE COMMUNICATIONS CORP. NY
KENTUCKY
6417 INDEPENDENT CELLULAR NETWORK, INC. - OH 6543 USA MOBILE COMMUNICATIONS, INC. II AL
OHIO
6418 INDEPENDENT CELLULAR NETWORK, INC. - PA 6543 USA MOBILE COMMUNICATIONS, INC. II IL
PENNSYLVANIA
6678 INFO PAGE GA 6543 USA MOBILE COMMUNICATIONS, INC. II IN
1038 INLAND TEL CO IL 6543 USA MOBILE COMMUNICATIONS, INC. II KY
6579 INNOTECH CORPORATION IL 6543 USA MOBILE COMMUNICATIONS, INC. II OH
6724 INSTANT PAGE, INC. MI 6543 USA MOBILE COMMUNICATIONS, INC. II PA
7475 INTERCEL, INC. - ALABAMA AL 324 VALLEY TELEPHONE CO AL
7472 INTERCEL, INC. - FLORIDA FL 6384 VANGUARD CELLULAR SYSTEMS OF SOUTH SC
CAROLINA, INC.
7473 INTERCEL, INC. - GEORGIA GA 6383 VANGUARD CELLULAR SYSTEMS, INC. FL
7474 INTERCEL, INC. - MISSISSIPPI MS 6383 VANGUARD CELLULAR SYSTEMS, INC. KY
7476 INTERCEL, INC. - TENNESSEE TN 6383 VANGUARD CELLULAR SYSTEMS, INC. NY
1675 INTER-COMMUNITY TELEPHONE CO. II, INC. ND 6543 USA MOBILE COMMUNICATIONS, INC. II TN
2422 INTER-ISLAND TEL CO WA 6603 VALLEY TELECOMMUNICATIONS COMPANY AZ
7149 INTERMEDIA COMMUNICATIONS OF FLORIDA, FL 6383 VANGUARD CELLULAR SYSTEMS, INC. PA
INC.
7149 INTERMEDIA COMMUNICATIONS OF FLORIDA, NC 6383 VANGUARD CELLULAR SYSTEMS, INC. SC
INC.
7485 INTERNATIONAL TELCOM, LTD. WA 6383 VANGUARD CELLULAR SYSTEMS, INC. WV
8858 IOWA NETWORK SERVICES, INC. IA 6499 VENTURES IN PAGING OK
175 IRONTON TEL CO PA 6742 VIRGINIA CELLULAR, INC. VA
6719 J&M PAGING COMPANY DBA BELL PAGING CA 967 VIROQUA TEL CO WI
COMPANY
6535 JACKSON MOBILPHONE COMPANY, INC. TN 330 VISTA-UNITED TELECOM FL
6212 JACKSONVILLE MSA LIMITED PARTNERSHIP FL 2344 W CST TEL CO OF CA CA
1666 JEFFERSON TEL CO SD 1637 W RIVER MUTUAL AID ND
7386 JONES INTERCABLE, INC. - MARYLAND DC 1637 W RIVER MUTUAL AID SD
7385 JONES INTERCABLE, INC. - VIRGINIA VA 1729 WALNUT HILL TEL CO AR
6837 JSM TELE-PAGE INC. WI 135 WARWICK VAL TEL CO NJ
6794 KELLEY'S TELE-COMMUNICATIONS WA 135 WARWICK VAL TEL CO NY
6207 KENTUCKY CGSA, INC. KY 664 WASBASH MUTUAL TEL IN
2324 KERMAN TEL CO CA 664 WASBASH MUTUAL TEL OH
705 KINGSLEY TEL CO MI 1327 WEBB-DICKENS TEL COR IA
6217 LAFAYETTE MSA LIMITED PARTNERSHIP LA 6206 WESTEL - INDIANAPOLIS CO. IN
433 LAFOURCHE TEL CO LA 6210 WESTEL - MILWAUKEE COMPANY, INC.. IL
1043 LAHARPE TEL CO INC IL 6210 WESTEL - MILWAUKEE COMPANY, INC.. WI
6784 LAKE HURON CELLULAR CORP. MI 117 WESTEL INC ID
2104 LAKE LIVINGSTON TEL TX 6529 WESTERN PCS CORP. CO
858 LAKESHORE TEL CO WI 6529 WESTERN PCS CORP. ID
102 LAKESIDE TELEPHONE ID 6529 WESTERN PCS CORP. ND
178 LAKEWOOD RURAL TEL PA 6529 WESTERN PCS CORP. NM
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MCI CONFIDENTIAL
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301 LAMAR COUNTY TEL CO AL 6529 WESTERN PCS CORP. OK
898 LARSEN-READFLD TELCO WI 6529 WESTERN PCS CORP. OR
1045 LEAF RIV VLY TEL CO IL 6529 WESTERN PCS CORP. TX
6607 LEWIS PAGING GA 6529 WESTERN PCS CORP. UT
483 LEXINGTON TEL CO NC 6529 WESTERN PCS CORP. WA
1706 LIBERTY TEL CO AR 666 WESTERN RESERVE TEL OH
1568 LINCOLN TEL & TEL CO IA 7229 MCI METRO MD
1568 LINCOLN TEL & TEL CO KS 7229 MCI METRO MI
1568 LINCOLN TEL & TEL CO NE 7229 MCI METRO MN
2244 LINCOLN TEL CO INC MT 7229 MCI METRO NC
6676 LINCOLN TELECOM. CORP. DBA NEBRASKA NE 6515 WESTERN WIRELESS CORP. CA
CELL. TEL. CO
6682 LITCHFIELD COUNTRY CELLULAR DBA OR 6515 WESTERN WIRELESS CORP. CO
RAMCELL OF OREGON
6228 LOS ANGELES CELLULAR TELEPHONE CO. CA 6515 WESTERN WIRELESS CORP. IA
6208 LOUISIANA CGSA, INC. LA 6515 WESTERN WIRELESS CORP. ID
442 LOUISIANA WEST TEL LA 6515 WESTERN WIRELESS CORP. KS
2109 LUFKIN TEL EXC INC TX 6515 WESTERN WIRELESS CORP. MN
6348 MAC LAND, INC. CA 6515 WESTERN WIRELESS CORP. MT
6348 MAC LAND, INC. SC 6515 WESTERN WIRELESS CORP. ND
2456 MALHEUR HOME TEL CO OR 6515 WESTERN WIRELESS CORP. NE
1427 MANKATO CTZNS TEL CO MN 6515 WESTERN WIRELESS CORP. NM
6525 MAP MOBILE COMMUNICATIONS, INC. CA 6515 WESTERN WIRELESS CORP. NV
6525 MAP MOBILE COMMUNICATIONS, INC. IL 6515 WESTERN WIRELESS CORP. SD
6525 MAP MOBILE COMMUNICATIONS, INC. TX 6515 WESTERN WIRELESS CORP. TX
598 MCCLURE TEL CO OH 6515 WESTERN WIRELESS CORP. WA
7229 MCI METRO AZ 7229 MCI METRO NJ
7229 MCI METRO CA 7229 MCI METRO NY
7229 MCI METRO CO 7229 MCI METRO OH
7229 MCI METRO CT 7229 MCI METRO OR
7229 MCI METRO FL 7229 MCI METRO PA
7229 MCI METRO GA 7229 MCI METRO TN
7229 MCI METRO IL 7229 MCI METRO WA
7229 MCI METRO IL 7229 MCI METRO WI
7229 MCI METRO IN 121 ROCHESTER TEL CORP NY
7272 MCLEOD NETWORK SERVICES, INC. - IOWA IA 6515 WESTERN WIRELESS CORP. WY
6821 MCMANUS COMMUNICATIONS AR 7546 WINSTAR TELECOMMUNICATIONS - IL IL
1048 MCNABB MUTAL TEL CO IL 7570 WINSTAR TELECOMMUNICATIONS - NY NY
6229 MCTA MS 2323 WINTERHAVEN TEL CO CA
8811 MEANS MN 6814 WOOD COMMUNICAITONS DBA CELLPAGE KY
485 MEBANE HOME TEL CO NC 974 WOOD COUNTY TEL CO WI
7170 MEDIAONE, INC. GA 1091 WOODHULL COMTY TELCO IL
6673 MEMPHIS CELLULAR TELEPHONE CO. TN 1341 WOODWARD MUTUAL TEL IA
6219 MEMPHIS SMSA LIMITED PARTNERSHIP MS 2299 WYOMING TEL CO INC WY
6219 MEMPHIS SMSA LIMITED PARTNERSHIP TN 1093 YATES CITY TEL CO IL
788 MERCHNTS & FRMRS TEL IN 2453 YELM TEL CO WA
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