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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NO. 333-58693
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LOGIX COMMUNICATIONS ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
OKLAHOMA 73-1533356
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3555 NW 58TH 73112
TENTH FLOOR (Zip Code)
OKLAHOMA CITY, OKLAHOMA
(Address of principal executive
offices)
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(405) 516-8400
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO 12(G) OF THE ACT: NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
As of March 24, 2000, there were 71,250,000 shares of the registrant's $.01
par value Class A Common Stock outstanding, of which 1,752,242 shares were
beneficially owned by persons not affiliated with the registrant. There is no
established market value for the registrant's Class A Common Stock.
Documents incorporated by reference: NONE
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LOGIX COMMUNICATIONS ENTERPRISES, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
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ITEM NUMBER PAGE
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PART I
1 Business.................................................... 3
2 Properties.................................................. 18
3 Legal Proceedings........................................... 18
4 Submission of Matters to a Vote of Security Holders......... 18
PART II
5 Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 18
6 Selected Financial Data..................................... 19
7 Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 21
7A Quantitative and Qualitative Disclosure About Market Risk... 30
8 Financial Statements and Supplementary Data................. 31
9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 54
PART III
10 Directors and Executive Officers of the Registrant.......... 54
11 Executive Compensation...................................... 57
12 Security Ownership of Certain Beneficial Owners and
Management................................................ 61
13 Certain Relationships and Related Transactions.............. 62
PART IV
14 Exhibits, Financial Statement Schedules, and Reports on Form
8-K....................................................... 64
</TABLE>
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PART I
ITEM 1. BUSINESS
OVERVIEW
We are an integrated communications provider, or ICP, and incumbent local
exchange carrier, or ILEC. We were incorporated as an Oklahoma corporation in
December 1997. We have network facilities in the southwestern United States and
serve small and medium-sized businesses in Amarillo, Austin, Corpus Christi,
Dallas, El Paso, Ft. Worth, Houston, Kansas City, Little Rock, Oklahoma City,
St. Louis, San Antonio, Springfield, Tulsa and in other cities in Texas and
Oklahoma. We are a "one-stop" provider of integrated communications services
with a core suite of voice and data communications services including local,
long distance, long-haul transport, enhanced data, high speed Internet access
and customer premise equipment. We are continually evaluating additional
products and services to add to our offerings. For the year ended December 31,
1999, we provided our services to over 43,000 local and long distance customers,
had 80,166 access line equivalents and generated revenues of $113.3 million. On
June 15, 1998, we acquired American Telco, Inc. for $131.5 million. American
Telco is included in our operations from the date of its acquisition.
STRATEGY
We provide integrated local, long distance, enhanced data, high speed
Internet access and customer premise equipment products to small and
medium-sized business customers within our service area. We have operated as an
ILEC in Oklahoma for over 60 years and believe we have a unique depth of
experience and strong customer relationships in the region. In addition, we
provide long-haul transport services in Oklahoma, Texas and Colorado. We will
continue to focus on the southwestern United States, primarily Texas, Oklahoma,
Arkansas and Missouri, because we believe this region has attractive
demographics and a favorable regulatory environment. In 1999, we expanded our
footprint by adding new market cities in Texas as well as opening new markets in
Missouri and Arkansas. The principal elements of our services strategy include:
DELIVER AN INNOVATIVE SUITE OF TELECOMMUNICATIONS SOLUTIONS TO TARGETED
BUSINESS CUSTOMERS. We believe that there is substantial demand from small and
medium-sized businesses for bundled telecommunications services provided on a
single monthly bill and with a single point of contact for all sales and
service. We provide our bundled service offering, DIRECT T(SM), on a convenient
integrated bill under our LOGIX(TM) brand name. Our sales professionals are
trained to provide customers with sales and customer service relating to all our
DIRECT T(SM) products. Once a customer contracts with us for services, we assign
a single account relations manager who has the responsibility of proactively
contacting the customer to confirm satisfaction with existing products and to
promote new services and programs. In addition to providing a tailored package
of voice and data services, as a full service communications provider, we also
offer integration services in which we evaluate a customer's needs, provision
and custom configure telecommunications equipment.
To service the needs of the smaller business customers, we also offer a
Small Business Suite product set. The Small Business Suite offers customers
local, long distance and dial up Internet. The local, long distance or dial-up
Internet can be obtained as a standalone or as a bundled offering. This product
is available in all of our markets. Business customers can retain their phone
numbers with no interruption in service. The product offering utilizes the
Unbundled Network Element Platform, or UNE-P, service delivery method.
BUILD MARKET SHARE THROUGH DIRECT SALES AND SUPERIOR CUSTOMER CARE. We seek
to capture and retain customers through our experienced direct sales staff who
have knowledge of the local market and by offering superior customer service and
support. We believe a direct sales force that employs a consultative
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approach to address our customers' communications needs is an effective strategy
for marketing telecommunications and data products to small and medium-sized
businesses which typically do not have in-house telecommunications expertise. We
believe these customers, because of their size, have generally not been targeted
by the Regional Bell Operating Companies' direct sales forces. Our branch
offices provide comprehensive support to our customers. At December 31, 1999, we
had approximately 185 direct sales professionals with branch offices located in
Amarillo, Austin, Corpus Christi, Dallas, El Paso, Ft. Worth, Houston, Kansas
City, Little Rock, Oklahoma City, St. Louis, San Antonio, Springfield and Tulsa.
DEPLOY CAPITAL EFFICIENT NETWORK. We have deployed a capital efficient
network comprised of voice and data switches primarily connected by leased
lines. We connect our customers directly to our network infrastructure using
high capacity digital connections, including T-1 and digital subscriber lines.
We believe that having a direct connection and offering our services using our
own network facilities, instead of reselling the services of the incumbent local
exchange carriers, allows us to:
- achieve higher margins than reselling;
- provide a wider range of services, including an ability to support bundled
data and Internet products; and
- better monitor and control the quality of service we provide to our
customers.
INCREASE PRODUCTIVITY AND EFFICIENCY THROUGH CONTINUED ENHANCEMENT OF OUR
OPERATIONS SUPPORT SYSTEMS. We believe that fully integrated and scalable
operations support systems will increase productivity and efficiency and provide
us with a competitive advantage. We are currently deploying systems and
procedures to streamline our operations and reduce the number of operations
support systems applications we use. These new systems are designed to:
- reduce operating and administrative costs;
- increase accuracy of customer billing;
- improve customer service; and
- provide the ability to grow our operations without having to undertake
significant operations support systems modifications.
LEVERAGE ESTABLISHED BRAND NAME IN REGION. We are pursuing programs
designed to achieve a high level of unaided brand awareness in our target
region. We have retained Leonard Nimoy to promote us on an exclusive basis
within the telecommunications industry within our region.
MARKET OPPORTUNITIES
Historically, businesses throughout the United States have purchased their
telecommunication services from different vendors including:
- local services from Bell Operating Companies;
- long distance and wide area data services from long distance carriers;
- Internet services from Internet service providers, or ISPs;
- wireless services from a wireless service provider; and
- equipment from a value added reseller.
The use of multiple vendors and the lack of availability of bundled services
have resulted in customers receiving multiple invoices for these services.
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We believe that small and medium-sized businesses desire a fully integrated
package of services, with one monthly invoice and a single point of contact for
all sales and service. We further believe that regulatory changes introduced by
the Telecommunications Act of 1996, advances in technology, and our experience
and expertise in providing facilities-based communications services place us in
a unique position to take advantage of the large telecommunications market in
the Southwest. The growth in data and Internet provider services required by the
business community also presents large opportunities for us.
SERVICES
ICP SERVICES
Our ICP services include:
- local exchange services,
- enterprise network services,
- Internet and intranet services,
- intrastate and interstate toll services,
- private line services,
- integration services; and
- long-haul transport services.
LOCAL EXCHANGE SERVICES. Local exchange services include telephone services
that connect a customer's telephone or private branch exchange to the public
network and provide the customer with access to long distance services, operator
and directory assistance services, 911 services, integrated service digital
network, or ISDN, services, voice mail and other enhanced local features.
ENTERPRISE NETWORK SERVICES. Enterprise network services include the
switching and transport of digitized data and voice over a network designed to
provide highly reliable, flexible service and support many data transmission
protocols. We provide our enterprise network services over a network of frame
relay and asynchronous transfer mode (ATM) data switches that we own, lease and
connect to others. We are also able to provide remote access to businesses
providing connectivity to corporate networks.
INTERNET AND INTRANET SERVICES. We offer dedicated access to the Internet
and provide additional services such as web hosting and intranet services. Our
services include:
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Service or Feature Description
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Dedicated Internet Access..... Continuously accessible high speed connection to the
Internet via our data network.
Web Hosting................... Basic web hosting and design.
Intranet Service.............. "Private" equivalents of the Internet allowing secure,
closed user access to the customer's private web sites, and
other features, including file transfer capabilities.
</TABLE>
INTRASTATE AND INTERSTATE SERVICES. Our intrastate and interstate services
include the origination and termination of telephone calls between users in
different cities or exchanges. We provide these services on a usage basis,
utilizing our local/long distance switches, our inter-city network and services
provided by other carriers. We also offer inbound toll free long distance
services and nationwide calling card services.
PRIVATE LINE SERVICES. We provide dedicated communication channels
connecting discreet end points. We provide these non-switched services to
locations within the same city, or between locations in different cities known
as interexchange private lines. We also provide special access services
connecting a customer to a long distance carrier for the purpose of delivering
long distance calls to the long distance carrier.
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INTEGRATION SERVICES. Our integration services include:
- initial evaluation of a customer's telecommunications needs;
- provision and custom configuration of network devices, normally located at
the customer's premises, which may include any special engineering,
installation, or service functions provided by us; and
- ongoing maintenance and training.
LONG-HAUL TRANSPORT SERVICES. We provide long-haul transport services in
Texas, Oklahoma and Colorado on a wholesale basis as a "carriers' carrier", to
private business and government end-users. We have long-haul service contracts
with various long-distance carriers, including AT&T Corporation, SBC
Communications, Inc., Sprint Corporation and NTS Communications, Inc.
ILEC SERVICES
Since 1936, through our predecessors and subsidiaries, we have provided
incumbent local exchange carrier services and we currently own and operate nine
adjoining local exchanges in western Oklahoma and three adjoining local
exchanges adjacent to and east of the Oklahoma City metropolitan area. At
December 31, 1999, our local telephone exchanges served approximately 13,658
access lines. We provide local and long distance telecommunications services
with enhanced and value-added calling and billing features.
Our ILEC operations receive high cost support funds from Oklahoma state
jurisdictions and the federal universal service funds due to factors such as the
geographic conditions and subscriber density in the areas in which we provide
service. These two sources represented approximately 35.6% of our annual ILEC
revenues for 1997, 31.1% for 1998, and 30.0% for 1999. Our other primary sources
of ILEC revenues consist of end user and access revenues. End user revenues
consist of charges for local, long distance, data, Internet and enhanced
services such as call waiting and call forwarding. Access revenue represents
amounts charged to long distance carriers for providing access from the long
distance carrier's point of presence to the end user who makes or receives a
long distance call.
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NETWORK INFRASTRUCTURE
SWITCHING AND ROUTING. All of our ILEC traffic routes via our Nortel DMS
500 supernode switch in Oklahoma City. The following table reflects our
switching and routing devices that were in operation on December 31, 1999:
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SWITCHES AND ROUTERS TYPE OF SWITCH NUMBER LOCATION(S)
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Alcatel Digital 3/1/0 DACS Multiserve Bandwidth Manager 11 Oklahoma and Texas
Siemens DCO(1) Local (voice) 1 Houston
Nortel DMS 500 Voice & ISDN Data 4 Austin, Dallas, Houston
and Oklahoma City
Nortel DMS 100 Voice & ISDN Data 2 San Antonio and Tulsa
Nortel DMS 10 Voice & ISDN Data 3(2) Amarillo and Oklahoma
Alcatel DEX 600 Digital Switch Long distance (voice) 1 Houston
Nortel Remote Service Line
Module/ Remote Switching Center Local (voice) 36 At ILECs in Oklahoma
Cisco BPX 8600 and MGX 8201 ATM 26 Throughout the Southwest
Amarillo, Austin, Dallas,
Cisco 7206 Router 6 San Antonio and Tulsa
Cisco 7500 Router 4 Oklahoma City and Houston
</TABLE>
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(1) We plan to sell our DCO switch once the existing customer base is converted
over to our new Nortel DMS 500 switch in Houston. We have an additional DCO
switch that is not in use and is currently for sale.
(2) We have two DMS 10s located with the ILEC. We have two additional DMS 10s
that are not in use and are currently for sale.
INTERCONNECTION AGREEMENTS. Our interconnection agreements with SBC and GTE
Corporation that allow us to:
- resell their local exchange services in Oklahoma and Texas; and
- interconnect our network with their networks for the purpose of gaining
access to all of their unbundled network elements, or UNEs.
These agreements will allow us to deploy our network and offer local
exchange services in other SBC and GTE markets.
COLLOCATION. We have collocated within the geographic areas served by our
existing switching infrastructure. Our collocation serves three major purposes
as follows:
- provides interconnection with the ILEC's local switch in each city;
- provides physical access to unbundled networks elements; and
- allows the installation of digital subscriber line access multiplexers
that are necessary to transmit information using digital subscriber line
transmission protocols.
We intend to collocate in central offices where we believe the cost to
install a collocate is justified by the addressable market opportunity. We
currently have collocated our equipment in 31 central offices in Oklahoma and
Texas.
On March 17, 2000, the United States Court of Appeals for the District of
Columbia Circuit vacated a portion of the FCC's collocation order and remanded
it back to the FCC. Specifically, the Court remanded
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back to the FCC the decision of what equipment should be allowed in a
collocation space. The FCC's decision or remand could affect our operations.
LONG-HAUL TRANSPORT. We have agreements with various long-haul transport
carriers to transport the data and voice signals of our customers through our
switches. We also have agreements with various carriers to provide transmission
and termination services for our long distance traffic. These agreements
typically provide for the resale of long distance services on a per minute
basis, with some agreements containing minimum volume commitments.
We operate 836 route miles of long-haul fiber optic facilities. We entered
the fiber business in 1990 when we joined with AT&T and placed fiber between
Oklahoma City and Amarillo to link our local exchanges. We and AT&T each have
our own cable, sharing in all legal rights to the private right-of-way where the
cables are located. Our cable between Oklahoma City and Amarillo covers
approximately 365 route miles. Our ILEC operations have 241 route miles used to
connect their remote switching modules, or RSLMs. We also plan to use dense
wavelength division multiplexing technology, or DWDM, to maximize our capacity
on any fiber strands we operate.
In 1991, we acquired a 20% interest in Forte of Colorado Partnership, which
owns 230 route miles of fiber which run from Springfield, Colorado to Colorado
Springs. To enhance the revenue potential for the above segments, we, together
with Forte of Colorado and other segment providers have interconnected our
networks and currently offer fiber-based transport services among Albuquerque,
Amarillo, Cheyenne, Colorado Springs, Dallas, Denver, Des Moines, El Paso,
Kansas City, Las Cruces, Lubbock, Oklahoma City, Omaha, Midland, Wichita and
Wichita Falls.
OPERATIONS SUPPORT SYSTEMS
We undertake our sales, provisioning and billing functions, and the
coordination of these functions through various methods, including manual and
automated operations. As a result of our growth by acquisition, our billing,
customer service and information functions are operated using various systems
including those:
- developed in-house;
- supplied by third party vendors; or
- incorporated into our operations as a result of acquisitions, such as that
of American Telco.
SALES, MARKETING AND DISTRIBUTION
We believe a substantial demand exists from small and medium-sized
businesses for bundled telecommunications services provided with a single
monthly bill and a single point of contact. While our customer focus is on small
and medium-sized businesses, we also market to large corporations, financial
services companies, government departments and agencies, and academic,
scientific and other major institutions.
Our ICP services are sold through our existing sales force, supported by
sales engineers, and, often in cooperation with agents and value added resellers
who are independent providers of communications hardware, to customers and other
business associates. This approach enables us to emphasize the application
solution aspects of our services and utilize the expertise and resources of
other vendors. We intend to continue expanding our engineering support staff and
other technical specialists we employ in order to meet the expected demand for
ICP services.
Our sales force includes specialized professionals who focus on sales to
commercial and carrier consumers and alternate channels such as agents and value
added resellers. Our sales staff works to gain a better understanding of the
customer's operations in order to develop innovative, application-specific
solutions to each customer's needs. Our sales personnel locate potential
business customers by several methods, including customer referral, market
research, cold calling and other networking alliances.
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We have approximately 185 sales professionals with branch offices located in
Amarillo, Austin, Corpus Christi, Dallas, El Paso, Ft. Worth, Houston, Kansas
City, Little Rock, Oklahoma City, St. Louis, San Antonio, Springfield and Tulsa.
Deploying this number of sales professionals located at various branch offices
in our target markets allows us to execute our strategy of face-to-face sales
and a single point of contact for all of our customers. We have trained our
sales force to market and sell both voice and data products. We market our
long-haul transport services through our direct and indirect sales force.
CUSTOMER SERVICE
Our sales and marketing approach is to build long-term business
relationships with our customers, with the intent of becoming the single source
provider of all of their telecommunications services. To this end, we assign a
dedicated account relations manager to each business account who is responsible
for proactively contacting the customer on a monthly basis. Our managers ensure
that customers are satisfied with their current services and promote new
services and programs. We believe that this activity improves customer
retention, enhances penetration within the existing customer base and provides
us with qualified sales leads through referrals.
We have dedicated staff to coordinate service and installation activities.
These activities include surveying the site to assess ambient conditions and
power, and space requirements, as well as coordinating installation dates and
equipment delivery and testing. Our customer service and technical staff, which
is available 24 hours every day, plans, engineers, monitors and maintains the
integrity, quality and availability of our networks.
COMPETITIVE STRENGTHS/COMPETITION
GENERAL. The telecommunications industry is highly competitive and we face
intense current and future competition with respect to our service offerings.
Many of our current and potential competitors have financial, technical,
personnel and other resources, including brand name recognition, substantially
greater than ours. There has also been, and we believe there will continue to
be, significant merger and joint venture activity and the creation of strategic
alliances within the telecommunications industry that will result in competitors
with even greater financial resources and other competitive advantages. In
addition, rapidly evolving technology, and new applications of existing
technology, may also provide competitors in our markets with significant
competitive advantages over us. We believe that various legislative initiatives,
including the Telecommunications Act and certain state initiatives, will
facilitate the ability of RBOCs, other incumbent local exchange carriers and
long distance carriers to offer bundled services, allowing them to leverage
their extensive existing networks and provide customers with single source
telecommunications services similar to the services that we offer. We cannot
assure you that we will be able to respond to such competitive pressures or that
competition will not have a material adverse effect on our business.
LOCAL SERVICES. In each of our markets where we operate as an ICP, we face
significant competition for the local services from Bell Operating Companies and
other ILECs, which currently dominate their local telecommunications markets. In
particular, Southwestern Bell Telephone Company, or SWBT, is the dominant local
services provider in most of the markets we currently serve. These companies all
have long-standing relationships with their customers and have financial,
personnel and technical resources substantially greater than ours. As a recent
ICP market entrant, we have not achieved, nor do we expect to achieve in the
near future a significant market share for our services. GTE, which is the
dominant local services provider in other markets, has announced a merger with
Regional Bell Operating Company Bell Atlantic which, in turn, has indicated that
the merged company will provide competitive local services in markets outside of
GTE's current incumbent local exchange service areas.
The principal competitors in our Texas markets include Allegiance Telecom
Inc., Birch Telecom, Inc., Caprock Communications Corporation, e.spire
Communications, Inc., GST Telecommunications, Inc., ICG Communications, Inc.,
Intermedia Communications, Inc., NextLink Communications, Inc., Teligent,
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Inc. and Winstar Communications, Inc. Our principal competitors in our other
markets also include Birch and Gabriel Communications, Inc. Other local service
providers may also be initiating operations within one or more of our service
areas. In addition, we expect long distance carriers, including AT&T, Sprint and
MCI WorldCom, to offer local services together with their long distance services
in certain markets. At least two of these competitors, AT&T and MCI WorldCom,
have entered or announced plans to enter a number of our service areas. AT&T,
which had already acquired another ICP, Teleport Communications Group, Inc., has
recently been acquiring cable operators. If upgraded, cable facilities offer the
potential for offering local telecommunications service. On March 9, 1999, AT&T
consummated its acquisition of Tele-Communications, Inc., a leading cable
television company, and it also recently reached an agreement to acquire
MediaOne Group, another leading cable television company. Regulatory approval of
the AT&T/ MediaOne transaction is still pending. In addition, MCI WorldCom and
Sprint both have announced investment in, and acquisitions of, entities holding
multichannel, multipoint distribution services, or MMDS, licenses, which can be
used to provide broadband fixed wireless access services that may compete with
services that we provide. In June 1998, Qwest Communications International,
Inc., a long distance carrier, acquired LCI International Telecom. On July 18,
1999, Qwest also announced that it has reached an agreement with US WEST
Communications, Inc., an RBOC serving 14 states in the Southwest, Mountain
States and Pacific Northwest, on a merger of the two companies. Qwest and
US WEST have obtained most necessary regulatory approvals, including conditional
FCC approval. Qwest is partially owned by BellSouth Corporation, another RBOC, a
provider of global Internet and long distance telecommunications services, which
had previously announced its plans to acquire Frontier Communications.
Recent mergers and strategic alliances among RBOCs and other large
telecommunications carriers since passage of the Telecommunications Act raise
serious questions about potential adverse effects upon the development of
competition in the telecommunications industry. These mergers and alliances also
may have an impact on our business prospects, because the increased size and
resources of some of these entities may make them even more formidable
competitors. SBC (which already has merged with Pacific Bell and with Southern
New England Telecommunications) and Ameritech Corporation have recently merged,
and have obtained necessary regulatory approvals, including Federal Corporation
Commission approval. As noted, Bell Atlantic Corporation (which has already
merged with NYNEX Corporation) and GTE also have announced an agreement to merge
their operations. Regulatory approvals for this merger are still pending. Both
the SBC/Ameritech and Bell Atlantic/GTE mergers would allow the merged entities
to control a significant portion of the local exchange and business access lines
in the United States. MCI WorldCom and Sprint Corporation also have announced
their intention to merge which, if regulatory approvals are obtained, may
further bolster the combined company's ability to compete as an ICP. The
SBC/Ameritech merger also arguably has reduced competition in specific markets
because Ameritech had previously announced plans to launch local service in
Texas and St. Louis, Missouri and in other markets within SBC's region.
Other potential competitors include digital subscriber line companies, cable
television companies, utility companies and wireless telephone systems operators
and private networks built by large end-users. We cannot predict the number of
competitors that will emerge as a result of existing or any new federal and
state regulatory or legislative actions.
In the market areas where we operate as an ILEC, we are the sole provider of
local services. The Telecommunications Act requires that, after a bona fide
request for interconnect and a determination by the applicable state regulatory
commission that such interconnect is not uneconomically burdensome, we
interconnect our incumbent local exchange carrier networks with the networks of
other ICPs at rates that are reasonable and non-discriminatory. As a result,
other ICPs, including SBC, could negotiate interconnection agreements with us
and resell our local exchange services in our market areas or provide such
service using unbundled network elements.
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In all of our geographic market areas, competition is based on price,
quality, reliability, customer service, responsiveness and service features. We
have kept our prices at levels competitive with those of the incumbent local
exchange carriers while providing, in our opinion, a higher level of service and
responsiveness to our customers.
Although ILECs are generally subject to greater pricing and regulatory
constraints than other local network service providers, ILECs are achieving
increasing pricing flexibility for their local services as a result of recent
legislative and regulatory developments. The ILECs have continued to reduce
rates, resulting in downward pressure on certain dedicated and switched access
transport rates. This price erosion has decreased operating margins for these
services. However, we believe this effect will be offset by the increased
revenues available as a result of access to customers provided through
co-carrier interconnection agreements and the opening of local exchange service
to competition. In addition, we believe that lower rates for dedicated access
will benefit other services that we offer.
ENHANCED DATA SERVICES. We face competition in our enhanced data services
business from incumbent local exchange carriers, long distance carriers, very
small aperture terminal, or VSAT, providers, Internet software providers and
others. Many of our existing and potential competitors, such as satellite-based
providers, have financial and other resources significantly greater than ours.
We compete with the larger long distance carriers on the basis of price,
service responsiveness and an ability to rapidly utilize new technology and
service trends. All of the major long distance carriers, including AT&T, Sprint
and MCI WorldCom, offer frame relay services and several of the major long
distance carriers have announced plans to provide Internet services. We believe
we compete favorably with these providers in our markets, based on the features
and functions of our services and our experience and in-house expertise.
Continued aggressive pricing is expected to support continued rapid growth, but
could place increasing pressure on our gross margins.
We also compete with VSAT services on the basis of price and data capacity.
We believe that the relatively low bandwidth of each VSAT terminal and the cost
of purchasing and installing VSAT equipment limits the ability of VSAT to
compete with the frame relay services that we provide.
LONG DISTANCE. The long distance market has relatively insignificant
barriers to entry, high average churn rate, numerous entities competing for the
same customers and prices that have declined and are expected to continue to
decline. The numerous current and potential competitors in the market include
AT&T, Sprint, MCI WorldCom, Teleglobe Communications, Inc., Qwest, other ICPs,
microwave and satellite carriers and private networks owned by large end-users.
We compete on the basis of price, customer service, clear pricing policies and,
to a lesser extent, variety of services. We also expect to face competition from
firms offering long distance data and voice services over the Internet. These
firms could enjoy a significant cost advantage because they currently do not pay
carrier access charges or universal service fees.
Bell Operating Companies, such as SWBT, are currently allowed to provide
interLATA long distance services outside their regions, as well as interLATA
mobile services within their regions. Under the Telecommunications Act, the
RBOCs will be allowed to provide interLATA long distance services within their
regions after meeting certain requirements intended to foster opportunities for
local telephone competition. A number of Bell Operating Companies have applied
for in-region, interLATA approval, and Bell Atlantic's application for service
in New York State was recently approved. See "Regulation."
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In providing long distance services, we focus on quality service and economy
to distinguish ourselves in a very competitive marketplace. The additional new
services that we offer as we implement our local exchange services allow us to
market a wide array of fully integrated telecommunications services. While these
services are subject to highly competitive pricing pressures, our cost to
provide these services is decreasing as we deploy more local/long distance voice
switches and interexchange network facilities.
LONG-HAUL FIBER. Our primary competitors who provide long-haul fiber
capacity are Broadwing Communications, Inc., Qwest and AT&T. AT&T has a
transmission line adjacent to ours between Oklahoma City and Amarillo. We also
compete with other facilities-based long distance carriers, such as MCI WorldCom
and Sprint, all of which have substantially greater financial resources than
ours and a more extensive transmission network than our network. In Oklahoma,
our principal competitor is a subsidiary of SBC. We may also face competition
from the RBOCs, GTE and others such as electric utilities and cable television
companies, including both wireless and satellite.
REGULATION
OVERVIEW. Our services are subject to federal, state and local regulation.
Through our subsidiaries, we hold various federal and state regulatory
authorizations. The FCC exercises jurisdiction over telecommunications common
carrier services to the extent the carriers provide, originate and/or terminate
interstate or international communications. The FCC also establishes rules and
has other authority over certain issues related to local telephone competition.
State regulatory commissions retain jurisdiction over telecommunications
carriers to the extent they provide, originate or terminate intrastate
communications. Local governments may require us to obtain licenses, permits or
franchises in order to use the public rights of way or obtain zoning approvals
necessary to install and operate its networks.
FEDERAL REGULATION. We are categorized as a non-dominant carrier by the
FCC, and as a result we are subject to relatively limited regulation of our
interstate and international services. Tariffing and certain general policies
and rules apply, as well as certain reporting requirements, but our rates are
not subject to prior FCC approval. We have all the operating authority required
by the FCC to conduct long distance and international business at present.
Additionally, as a non-dominant carrier, we may install and operate additional
facilities for the transmission of domestic and international interstate
communications without additional FCC authorization, except to the extent that
radio licenses or international authorizations are required or that installation
of a facility raises certain environmental impact issues under the FCC's rules.
The FCC also imposes prior approval requirements on transfers of control and
assignments of radio and microwave licenses and authorizations for the provision
of international telecommunications services. The FCC has the authority
generally to condition, modify, cancel, terminate or revoke licenses and
operating authority for failure to comply with federal laws and/or the rules,
regulations and policies of the FCC. Fines or other penalties also may be
imposed for such violations. We cannot give you any assurance that the FCC or
third parties will not raise issues with regard to our compliance with
applicable laws and regulations.
The FCC also regulates the interstate access rates charged by incumbent
local exchange carriers for the origination and termination of interstate long
distance traffic. Those access rates make up a significant portion of the cost
of providing long distance service. On May 16, 1997, the FCC released the Access
Charge Reform Order revising its access charge rate structure. The new rules
substantially increase the costs that local exchange carriers which are subject
to the FCC's price cap rules, recover through monthly, non-traffic sensitive
access charges and substantially decrease the costs that price cap LECs recover
through traffic sensitive access charges. In the order, the FCC also announced
its plan to bring interstate access rate levels more in line with cost. The FCC
has stated that this plan will grant price cap LECs increased pricing
flexibility upon demonstrations of increased competition (or potential
competition) in relevant markets. The manner in which the FCC further implements
this approach to lowering access charge levels could have a material effect on
our ability to compete in providing interstate access services
12
<PAGE>
and on our ILEC operations. An October 1997 FCC access charge decision, for
example, requires local exchange carriers to provide interexchange carriers with
certain information about the number and types of charges they impose on
interexchange carriers' presubscribed customers. Several parties have appealed
the Access Charge Reform Order, and in May 1999 the U.S. Court of Appeals for
the District of Columbia Circuit remanded certain rules regarding adjustment
factors applicable to access charges to the FCC for further proceedings.
Furthermore, the FCC has initiated proceedings to consider the role of access
charges in light of decisions made in the FCC's universal service proceedings.
The impact of the FCC's decisions will not be known for several years, during
which time the access charge rules may be revised further by the FCC and/or
subject to additional judicial review.
In a related matter, on May 8, 1997, the FCC released the Universal Service
Order establishing a significantly expanded federal telecommunications subsidy
regime. Pursuant to the Telecommunications Act, the FCC established new
subsidies for telecommunications services provided to qualifying schools and
libraries, for services provided to rural health care providers. The FCC also
expanded the federal subsidies to low-income consumers and customers high-cost
areas. Providers of interstate telecommunications service, such as ours, as well
as certain other entities, must pay for these programs. The United States Court
of Appeals for the Fifth Circuit recently reversed many of the FCC's rules
regarding carriers' contribution obligations, and the FCC has recently adopted
rules implementing the court's decision. The FCC's decision implementing the
court's decision is subject to further administrative and judicial proceedings,
and the impact of the court's decision is uncertain. The Fifth Circuit also
largely upheld the FCC's methodology for calculating universal service support
for high cost rural areas, although further judicial review is possible.
In addition, the FCC and the courts are considering related questions
regarding the applicability of access charges, and universal service fees to
Internet service providers. Currently such providers are not subject to these
expenses. ILECs and other parties argue that this exemption gives an unfair
advantage to Internet service providers, particularly when they provide data,
voice or other services in direct competition with conventional
telecommunications carriers. We are not in a position to determine how these
access and universal service matters will be resolved, and whether or not such
resolution will be harmful to our competitive position.
The Telecommunications Act also gives the FCC and state Public Utilities
Commission, or PUCs, roles in establishing rules for the implementation of local
telephone competition. The Telecommunications Act imposes a variety of new
duties on incumbent local exchange carriers in order to promote competition in
local exchange and access services, and the FCC has authority to develop rules
to implement these duties. Some smaller independent incumbent local exchange
carriers may seek suspension or modification of these obligations, and some
companies serving rural areas are exempt from them.
On August 8, 1996, the FCC released the Local Competition Order to implement
the interconnection, network unbundling and resale provisions of the
Telecommunications Act. The Local Competition Order established rules pursuant
to which incumbent local exchange carriers interconnect their networks with the
networks of competitive local exchange carriers at rates that are reasonable and
non-discriminatory. The Local Competition Order also established rules governing
the rights of ICPs to obtain and use elements of the incumbent local exchange
carriers' networks at cost-based rates either to supplement or substitute for
alternative local network facilities that the ICP would otherwise be required to
install. The Local Competition Order set rules governing competitive local
exchange carrier access to wholesale versions of the incumbent local exchange
carriers' retail local services for resale. The ILECs are required to establish
operations support systems so that these services and functionalities can be
made available to other carriers on a nondiscriminatory basis. The Local
Competition Order also created rules to deal with reciprocal compensation for
the transport and termination of local telecommunications, non-discriminatory
access to rights of way, and related matters. A related FCC order adopted the
same day established rules implementing the Telecommunications Act with respect
to local and toll dialing parity among
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<PAGE>
competitors; nondiscriminatory access to telephone numbers, operator services,
directory assistance and listings, and network information; and reform of
numbering administration.
The Bell Operating Companies, large independent incumbent local exchange
carriers and state regulatory commissions challenged the Local Competition Order
in Federal Court. In 1997, the U.S. Court of Appeals for the Eighth Circuit
found that the FCC lacked statutory authority under the Telecommunications Act
for a major portion of its rules. In January 1999, however, the U.S. Supreme
Court largely reversed the Eighth Circuit decision and upheld the FCC's
jurisdiction to issue the rules. The U.S. Supreme Court remanded to the FCC the
issue of which UNEs should be made available to competitive local exchange
companies. In November 1999, the FCC issued its order addressing the issue
remanded by the U.S. Supreme Court. The FCC affirmed six of the original seven
UNEs, with the exception of directory assistance and operator assistance. The
FCC determined that directory assistance and operator assistance services did
not fall under the "necessary and impaired standard." Other FCC rules related to
local telephone competition remain the subject of legal challenges, including
the FCC's collocation requirement.
In connection with offering local exchange services, we have entered into
approved interconnection agreements with SBC and GTE in Texas and Oklahoma
permitting us to:
- resell SBC's local exchange services in Oklahoma, Texas, Kansas, Missouri,
and Arkansas;
- resell GTE's local exchange services in Oklahoma and Texas;
- interconnect our network with SBC's and GTE's networks for the purpose of
exchanging local traffic with ILECs for both resale and facility-based
service; and
- gain access to all of SBC's and GTE's UNEs.
We also have an interconnection agreement with Sprint that is pending before
the Missouri Public Service Commission. The agreement will permit Logix to
provide resold and facility-based services to end users.
As a general matter, we cannot assure you how quickly or how adequately we
will be able to take advantage of the opportunities created by the
Telecommunications Act.
The Telecommunications Act also imposes certain duties on non-incumbent
local exchange carriers. These duties include:
- the obligation to complete calls originated by competing carriers under
reciprocal arrangements or through mutual exchange of traffic;
- the obligation to permit resale of their telecommunications services
without unreasonable restrictions or conditions; and
- the duty to provide dialing parity, number portability, and access to
rights of way.
We do not anticipate that these obligations will impose a material burden on
our operations. However, in view of the fact that local telephone competition is
still in its infancy and implementation of the Telecommunications Act is still
in its early stages, we can give you no assurance in this regard.
The Telecommunications Act also establishes the foundation for substantial
new future competition for our long distance operations through elimination or
modification of previous prohibitions on the provision of interLATA long
distance services by the Bell Operating Companies. The Bell Operating Companies
are now permitted to provide interLATA long distance service outside those
states designated as their "in region states" in which they offer local exchange
service ("out-of-region long distance service") upon receipt of any necessary
FCC approval. They also are allowed to provide long distance services incidental
to their cellular and other mobile services within the regions in their
in-region states which they also provide local exchange service ("in-region
service"). Under the Telecommunications Act, the Bell
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<PAGE>
Operating Companies will be allowed to provide in-region interLATA services upon
specific approval of the FCC and satisfaction of other conditions, including a
checklist intended to facilitate competitive entry into local exchange markets.
GTE is permitted to enter the long distance market without regard to limitations
by region. GTE is also subject to the provisions of the Telecommunications Act
that impose interconnection and other requirements on local exchange carriers.
SWBT and other Bell Operating Companies have begun to take actions directed
towards obtaining authority from the FCC to offer in-region long distance
services in certain of the states in their respective regions. To date, the FCC
has only given approval to Bell Atlantic in New York to provide in-region
interLATA toll services. SWBT in Texas currently has an application on file with
the FCC seeking interLATA relief and a decision is expected in April 2000.
Requests by other Bell Operating Companies, namely Ameritech in Michigan, SWBT
in Oklahoma and BellSouth in South Carolina and Louisiana have all been denied.
The FCC's denial of SWBT's application for long distance authority in Oklahoma
was upheld by a federal appellate court. However, there can be no assurance that
the Bell Operating Companies will be prevented from offering in-region long
distance service until local competition is genuinely established. If the Bell
Operating Companies are allowed to enter the long distance market prior to
establishing local competition, absent additional safeguards, Bell Operating
Companies would have less of an incentive to cooperate with our efforts to offer
local exchange services.
The ability of the Bell Operating Companies to provide interLATA services
will enable them to provide customers with a full range of local and long
distance telecommunications services. The provision of interLATA services by
Bell Operating Companies is expected to reduce the market share of the major
long distance carriers, which are our networks' primary customers. Consequently,
the entry of the Bell Operating Companies into the long distance market may have
adverse consequences on the ability of ICPs both to generate access revenues
from the long distance carriers and to compete in offering a package of local
and long distance services.
The Telecommunications Act repealed the telco/cable cross-ownership
prohibition and permits incumbent local exchange carriers to provide cable
television service. Prior to the Telecommunications Act repeal, some incumbent
local exchange carriers were investing in fiber optic networks on a limited
basis through the FCC's "video dialtone" regulatory regime. With the telco/cable
cross ownership prohibition removed, ILECs are more likely to invest in fiber
optic networks because those facilities will be able to generate a revenue
stream previously unavailable on a widespread basis to the ILECs. While ILECs
entry into the video market may be a motivating factor for construction of new
facilities, these facilities also can be used by an ILEC to provide services
that compete with our networks.
The Telecommunications Act potentially affects our ILEC operations. Under
previous regulations access charges contained implicit support for high-cost
areas. The FCC has initiated proceedings to overhaul the contribution mechanism
for federal support revenue. On May 16, 1997, the FCC issued the Access Charge
Reform Order that would create explicit universal service support from access
revenues and place more emphasis for such support on universal service fee, or
USF. The Eighth Circuit Court of Appeals largely affirmed these rules in August
1998 and further proceedings at the FCC are ongoing. To the extent reductions in
access charges are not offset by explicit universal service subsidies, this
could have a materially adverse effect upon our ILEC operations. Until such time
as the appeal of the Universal Service Order and/or final implementation of the
Access Charge Reform Order are decided, we cannot give you any assurance of what
effect the Orders will have on competition within the telecommunications
industry generally, or on our competitive position in particular.
A number of ILECs, including SWBT and BellSouth, have been contesting
whether the obligation to pay reciprocal compensation to ICP's should apply to
local telephone calls terminating to Internet service providers. The ILECs claim
that this traffic is interstate in nature and therefore should be exempt from
compensation arrangements applicable to local calls. Currently, the commissions
of a majority of states, including Maryland, Michigan, New York, Oklahoma,
Tennessee, Texas and Virginia, have ruled that reciprocal compensation
arrangements do apply to Internet service providers traffic. On June 16, 1998, a
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<PAGE>
federal district court in Texas denied SWBT's appeal of the Texas PUC's decision
that local calls to Internet service providers are entitled to payment of
reciprocal compensation. Disputes over the appropriate treatment of Internet
service providers traffic are pending in other states. In a February 1999
decision, the FCC affirmed the Internet service providers exemption from
interstate access charges, but also determined that Internet traffic is
interstate and interexchange and therefore subject to federal jurisdiction. The
FCC thus held that Internet-bound traffic terminating on an ICP's facilities is
a non-local and therefore does not statutorily give rise to reciprocal
compensation, but it did not preempt state rules regarding compensation for such
traffic. The FCC tentatively concluded that inter-carrier compensation for
Internet traffic should be governed prospectively by specifically negotiated and
arbitrated interconnection agreements. The United States Court of Appeals for
the District of Columbia Circuit, however, recently vacated the FCC's decision
and remanded the case to the FCC. The ultimate impact of this decision on us is
uncertain. Further proceedings will be undertaken at the FCC, while state
commissions will likely continue to assert jurisdiction over ISP traffic for
purposes of reciprocal compensation. We could be adversely affected by state and
federal decisions on this matter.
STATE REGULATION. We are also subject to various state laws and
regulations. Most PUCs require providers such as us to obtain authority from the
commission prior to the initiation of intrastate service. We have been certified
to provide interexchange toll services in Alabama, Arkansas, Arizona,
California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana, 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, Vermont, Utah, Virginia, West Virginia, Wisconsin and Wyoming.
Interexchange authority (sometimes referred to as intraLATA) authority) allows
us to provide toll services within each of the states listed above.
Additionally, we have local exchange authority in Arkansas, Colorado, Illinois,
Kansas, Louisiana, Missouri, Nevada, New York, Oklahoma, Oregon, Tennessee,
Texas and Wisconsin. We have applications for local exchange authority in
Arizona, New Mexico, and Washington pending. Local exchange authority allows us
to provide basic local exchange service to our customers along with a number of
add-on features such as call waiting, call forwarding, voice mail and three-way
calling. In Arkansas, Missouri, Texas and Oklahoma, we have tariffs setting
forth the terms, conditions and prices for services that are classified as
intrastate. We are also required to update or amend our tariffs when we adjust
our rates or adds new products, and we are subject to various reporting and
record-keeping requirements.
Our ILEC subsidiary, Dobson Telephone Company, is subject to the regulatory
authority of the Oklahoma Corporation Commission, or OCC, which sets rates,
terms and conditions of service, and mandates minimum service and quality of
service requirements for telephone companies in Oklahoma. Certain telephone
companies in Oklahoma have elected to be access providers, providing long
distance service only between their own exchanges. Long distance carriers,
including SWBT, provide all other long distance services for other customers.
Many states also require prior approval for transfers of control of
certified carriers, corporate reorganizations, acquisitions of
telecommunications operations, assignment of carrier assets, carrier stock
offerings and the incurring by carriers of significant debt obligations.
Certificates of authority can generally be conditioned, modified, canceled,
terminated or revoked by state regulatory authorities for failure to comply with
state law and/or the rules, regulations and policies of state regulatory
authorities. Fines or other penalties also may be imposed for such violations.
We cannot assure you that state utilities commissions or third parties will not
raise issues with regard to our compliance with applicable laws or regulations.
Many issues remain open regarding how new local telephone carriers will be
regulated at the state level. For example, although the Telecommunications Act
preempts the ability of states to forbid local service competition, the
Telecommunications Act preserves the ability of states to impose reasonable
terms and conditions of service, to regulate right-of-way use, to promote
universal service, and to impose other
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<PAGE>
regulatory requirements. The FCC has also delegated some numbering
administration authority to state PUCs. These statutes and related questions
arising from the Telecommunications Act will be elaborated further through rules
and policy decisions made by the FCC, courts and PUCs in the process of
addressing local service competition issues.
We also will be heavily affected by state commission decisions related to
the incumbent local exchange carriers. For example, state commissions have
significant responsibility under the Telecommunications Act to oversee
relationships between incumbent local exchange carriers and ICPs with respect to
use of the ILECs network elements and wholesale local services. State
commissions arbitrate interconnection agreements between the incumbent local
exchange carriers and ICPs. They will also determine how competitors can take
advantage of the terms and conditions of interconnection agreements that ILECs
reach with other carriers. It is too early to evaluate how these matters will be
resolved, or their impact on us.
States also regulate the intrastate carrier access services of the ILECs. We
are also required to pay such access charges to originate and terminate some of
our intrastate and interstate long distance traffic. We could be adversely
affected by changes in access charges, particularly to the extent that the
incumbent local exchange carriers do not incur the same level of costs with
respect to their own intrastate long distance services. In a related
development, states such as Oklahoma and Texas have developed intrastate
universal service charges parallel to the Universal Service created by the FCC.
Another issue is use by certain ILECs, with the approval of PUCs, of
extended local area calling that converts otherwise competitive intrastate toll
service to flat rate local service. Moreover, states are increasingly
consolidating rate centers in order to avoid shortages of numbers. If this is
not done in conjunction with rate rebalancing, it could result in loss of
revenue to incumbent local exchange carriers, as toll calls between rate centers
become local calls.
Our ILEC operations have been determined by the OCC to be eligible to
receive federal universal funds, Oklahoma Universal Service Funds, or OUSF, and
high cost funds, or HCF funds. The Oklahoma Telecom Act of 1997 specifically
provides that eligible local exchange telecommunications service providers are
to receive OUSF funding to reimburse them for their reasonable investment and
expenses incurred in providing universal services which are not recovered from
the federal universal service fund or any other state or federal fund, for
infrastructure expenditures or costs incurred in response to facility or service
requirements established by governmental mandate and for other purposes deemed
necessary by the OCC to preserve and advance universal service. The OCC has
promulgated rules to implement the Oklahoma Telecom Act. Additionally, we have
been certified by the OCC to receive Federal Universal Service funds.
LOCAL GOVERNMENT AUTHORIZATIONS AND RELATED RIGHTS OF WAY. If we expand our
fiber optic networks, we will be required to obtain street use and construction
permits and licenses and/or franchises to install and expand our fiber optic
networks using municipal rights of way. In some municipalities where we have
installed or anticipate constructing networks, we will be required to pay
license or franchise fees based on a percentage of gross revenues or on a per
linear foot basis. We cannot assure you that, following the expiration of
existing franchises, fees will remain at their current levels. In many markets,
the incumbent local exchange carriers do not pay such franchise fees or pay fees
that are substantially less than those we are required to be pay, although the
Telecommunications Act requires that in the future such fees be applied in a
competitively neutral manner. To the extent that, notwithstanding the
Telecommunications Act, competitors do not pay the same level of fees that we
pay, we could be at a competitive disadvantage. Termination of the existing
franchise or license agreements prior to their expiration dates or a failure to
renew the franchise or license agreements and a requirement that we remove our
facilities or abandon our network in place could have a material adverse effect
on us. In addition, we would be adversely affected if we are unable to obtain
additional authorization for new construction on reasonable terms. Furthermore,
open issues exist regarding the ability of new local service providers to gain
access to commercial office buildings to serve tenants. Favorable federal
district court decisions interpreting the Telecommunications Act limit the
extent to which Texas localities may impose right-of-way regulations and fees on
us where we
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resell the services of incumbent local exchange carriers and other
facilities-based carriers. However, no assurance can be given that these
decisions will not be subject to appeal or that future court decisions, either
in Texas or other states, will prove favorable to us.
FUTURE REGULATION. From time to time, federal or state legislators propose
legislation that could affect us, either beneficially or adversely. We cannot
assure you that federal or state legislation will not be enacted, or that
regulations will not be adopted or actions taken by the FCC or state regulatory
authorities, that might adversely affect our business.
EMPLOYEES AND AGENTS
As of December 31, 1999, we had approximately 755 employees. In addition, as
of that date, we had agreements with approximately 67 independent sales agents
to market our products. None of our employees are represented by a labor
organization, and we consider our employee relations to be good.
ITEM 2. PROPERTIES
We maintain our corporate headquarters in Oklahoma City, Oklahoma where we
lease approximately 45,000 square feet, at a monthly rental of approximately
$44,000. As of December 31, 1999, we also owned 31 switch sites and leased 22
sales and administrative offices and 14 switch sites at aggregate annual rentals
of approximately $4.0 million. We may, in the future, lease or acquire new
facilities as needed. We do not anticipate that we will encounter any material
difficulties in meeting our future needs for any leased space.
ITEM 3. LEGAL PROCEEDINGS
We are not currently aware of any pending or threatened litigation against
us or our subsidiaries that could have a material adverse affect on our
financial condition, results of operations or cash flows. We are party to
routine filings and customary regulatory proceedings relating to our operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 5, 1999, the holders of our common stock unanimously consented
to the adoption of resolutions affirming and ratifying our 1999 Stock Option
Plan.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established trading market for our Common Stock. As of March 15,
2000, we had 35 record holders of our common stock.
During 1999, we granted to 37 persons options to purchase an aggregate of
3,811,251 shares of our common stock pursuant to our stock option plans. Each
person to whom options were granted was an officer or director, and each person
represented that the shares to be acquired upon exercise of the option would be
acquired for investment and not with a view to distribution. We relied upon the
exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended, in connection with the issuance of such options.
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ITEM 6. SELECTED FINANCIAL DATA
The following table presents our selected historical consolidated financial
data with respect to the years ended December 31, 1995, 1996, 1997, 1998 and
1999. We acquired American Telco on June 15, 1998 and our historical
consolidated financial data includes the results of American Telco's operations
commencing on June 15, 1998. We derived the selected historical financial data
for each of the five years presented from our audited consolidated financial
statements which have been audited by Arthur Andersen LLP, independent public
accountants. Our historical consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the audited consolidated financial statements and
the related notes thereto included in "Financial Statements and Supplementary
Data."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
ICP................................. $ 2,568 $ 3,543 $ 4,816 $ 52,099 $ 97,644
ILEC................................ 13,697 14,365 15,361 15,604 15,642
----------- ----------- ----------- ----------- -----------
Total revenue..................... 16,265 17,908 20,177 67,703 113,286
Operating expenses:
Cost of service..................... 2,471 2,823 3,269 41,879 87,580
Selling, general and
administrative.................... 6,532 7,815 8,735 33,539 63,377
Depreciation and amortization....... 4,124 4,479 4,931 12,387 21,038
----------- ----------- ----------- ----------- -----------
Total operating expenses.......... 13,127 15,117 16,935 87,805 171,995
----------- ----------- ----------- ----------- -----------
Operating income (loss)............... 3,138 2,791 3,242 (20,102) (58,709)
Interest income....................... 5 -- 15 5,794 5,771
Interest expense (1,980) (2,194) (2,459) (25,906) (47,863)
Other income (expense), net........... (272) (83) 88 142 (155)
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes,
extraordinary items and cumulative
effect of change in accounting
principle........................... 891 514 886 (40,072) (100,956)
Income tax (provision) benefit........ (391) (183) (337) 1,271 --
----------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary
items and cumulative effect of
change in accounting principle...... 500 331 549 (38,801) (100,956)
Extraordinary item, net of income
taxes(1)............................ -- -- (217) -- --
----------- ----------- ----------- ----------- -----------
Income (loss) before cumulative effect
of change in accounting principle... 500 331 332 (38,801) (100,956)
Cumulative effect of change in
accounting principle, net of income
taxes(2)............................ -- -- -- (699) --
----------- ----------- ----------- ----------- -----------
Net income (loss)..................... $ 500 $ 331 $ 332 $ (39,500) $ (100,956)
=========== =========== =========== =========== ===========
Basic net income (loss) per common
share:
Before extraordinary expense........ $ .007 $ .005 $ .008 $ (.545) $ (1.42)
Extraordinary expense............... -- -- (.003) -- --
Cumulative effect of change in
accounting principle.............. -- -- -- (.009) --
----------- ----------- ----------- ----------- -----------
$ .007 $ .005 $ .005 $ (.554) $ (1.42)
=========== =========== =========== =========== ===========
Basic weighted average common shares
outstanding......................... 71,250,000 71,250,000 71,250,000 71,250,000 71,250,000
=========== =========== =========== =========== ===========
</TABLE>
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<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Other Financial Data:
Adjusted EBITDA(3):
ICP................................................ $ 1,712 $ 1,738 $ 1,142 $(16,129) $ (46,647)
ILEC............................................... 5,550 5,532 7,031 8,414 8,976
------- ------- ------- -------- ---------
Total............................................ $ 7,262 $ 7,270 $ 8,173 $ (7,715) $ (37,671)
======= ======= ======= ======== =========
Income (loss) before income taxes, extraordinary items
and cumulative effect of change in accounting
principle
ICP................................................ $ (3) $ (411) $(1,589) $(44,734) $(105,646)
ILEC............................................... 894 925 2,475 4,662 4,690
------- ------- ------- -------- ---------
Total............................................ $ 891 $ 514 $ 886 (40,072) $(100,956)
======= ======= ======= ======== =========
Cash flow provided by (used in):
Operating activities............................... $ 3,659 $ 6,349 $ 3,704 $(10,815) $ (84,557)
Investing activities............................... (4,191) (5,485) (3,460) (195,751) (43,905)
Financing activities............................... (239) (619) (619) 237,987 97,459
Capital expenditures............................... (2,357) (3,902) (5,442) (55,220) (47,426)
Other Data:
Access lines equivalents............................. 11,806 11,959 12,724 52,265 80,166
Route miles(4)....................................... 661 690 770 819 836
Fiber miles(5)....................................... 14,285 14,633 21,137 21,186 21,522
Switches............................................. 34 34 35 38 47
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
1999
----------------
($ IN THOUSANDS)
<S> <C>
Balance Sheet Data:
Cash and cash equivalents................................. $ 672
Property, plant and equipment, net........................ 121,136
Total assets.............................................. 354,661
Total debt................................................ 439,734
Stockholder's deficit..................................... (120,380)
</TABLE>
- - ------------------------
(1) Extraordinary items reflect expense associated with early extinguishment of
debt, net of income tax benefit.
(2) Cumulative effect of change in accounting principle reflects the charge
taken, net of income tax benefit, as a result of the implementation of AICPA
Statement of Position 98-5 "Reporting on the Costs of Start-up Activities,"
effective January 1, 1998.
(3) Adjusted EBITDA represents earnings before interest expense, income taxes,
depreciation and amortization, other income, extraordinary items and changes
in accounting principles. Adjusted EBITDA is provided because it is a
measure commonly used in the industry and by the Company to assess a
company's operating performance and its ability to incur or service debt. In
addition, the indenture governing the Notes contains certain covenant
requirements that are based on Adjusted EBITDA. Adjusted EBITDA is not
derived pursuant to generally accepted accounting principles and should not
be construed as an alternative to net income, as a measure of performance,
or to cash flows, as a measure of liquidity. Adjusted EBITDA, as measured by
the Company, may differ significantly from similarly named measurements of
other companies and, as a consequence, may not provide any degree of
reliable comparability. The calculation of Adjusted EBITDA does not include
the Company's commitments for capital expenditures or payments of debts and
should not be deemed to represent funds available to the Company.
(4) Route miles refers to the number of miles over which fiber optic cables are
installed. Includes 230 route miles relating to our minority ownership in
the Forte of Colorado Partnership as of December 31, 1999.
(5) Fiber miles refers to the number of route miles multiplied by the number of
fibers installed along that path. Includes 5,519 fiber miles relating to our
minority ownership in the Forte of Colorado Partnership as of December 31,
1999.
20
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis presents factors we believe are
relevant to an assessment and understanding of our consolidated financial
position and results of operation. This financial and business analysis should
be read in conjunction with our consolidated financial statements and notes
thereto in Item 8.
OVERVIEW
We are an integrated communications provider, or ICP, and an incumbent local
exchange carrier, or ILEC. We were incorporated as an Oklahoma Corporation in
December 1997. We have network facilities in the southwestern United States and
serve small and medium-sized businesses in Amarillo, Austin, Corpus Christi,
Dallas, El Paso, Ft. Worth, Houston, Kansas City, Little Rock, Oklahoma City,
St. Louis, San Antonio, Springfield, Tulsa, and in other cities in Oklahoma and
Texas. We are a "one-stop" provider of integrated communications services with a
core suite of voice and data communications services including local, long
distance, long-haul transport, enhanced data, high speed Internet access and
customer premise equipment. We are continually evaluating additional products
and services to add to our offerings. For the year ended December 31, 1999, we
provided our services to over 43,000 local and long distance customers, had
80,166 access lines equivalents and generated revenues of $113.3 million. On
June 15, 1998, we acquired American Telco for $131.5 million. American Telco is
included in our operations from the date of its acquisition.
REVENUE
ICP OPERATIONS. Our ICP operation generates revenue from local exchange,
intrastate and interstate services, enterprise network, enhanced data, Internet
and intranet services, private line, integration services and long-haul
transport services. As of December 31, 1999, our ICP operations served 66,508
access lines compared to 38,842 access lines as of December 31, 1998. This was
mainly due to our growth and expansion into seven additional cities in Texas,
Missouri and Arkansas. We began offering local facilities-based ICP services in
October 1997 and currently provide these services to customers in major markets
in Oklahoma and Texas.
We offer ICP services at prices that are competitive to the incumbent local
exchange carriers. We believe that while pricing is an important element of our
marketing, small and medium-sized businesses are also focused on customer care,
bundled telecommunications services with one point of contact for sales and
service, and consistent quality of service when making their purchase decisions.
During recent years, the market prices for many telecommunications services
have declined. We believe that this trend is likely to continue and may have a
negative effect on our gross margins that may not be offset completely by
savings from the decrease in our cost of service.
Current industry statistics demonstrate that there is a significant turnover
of customers within the industry. We believe that the turnover is especially
high when customers are buying resold services or only long distance services.
We believe that by offering an integrated package of telecommunications and data
services, and by providing superior customer care, we will be able to enhance
our customer retention rate.
Our facilities-based customers provide higher gross margins than do our
resale customers. As a result, beginning in December 1998, we initiated a plan
to focus on providing only facilities-based services. In March 1999, as part of
this strategy, we increased the rates for all resale services to equal those
charged by the Regional Bell Operating Company, or RBOC. As a result, some of
our resale customers terminated our services. In July 1999, we began converting
our resale customers to our unbundled network element platform, or UNE-P
facilities-based services. For the year ended December 31, 1999, we had
converted approximately 10,154 resale lines to UNE-P and had finished the
conversion effort. We expect to maintain a base of resale customers for the
foreseeable future due to some product offerings that are available via resale
but are not available (or are prohibitively costly to offer) via facility-based
service. The table below
21
<PAGE>
sets forth the historical composition of access lines between resale and
facilities-based and the recent additions for both resale and facilities-based
lines:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
---------------------------
DECEMBER 31, DECEMBER 31,
1998 1999
------------ ------------
<S> <C> <C>
ACCESS LINES
Facilities-Based.................................. 6,826 51,436
Resale............................................ 32,016 15,072
------ -------
TOTAL ACCESS LINES.............................. 38,842 66,508
NET ADDITIONS
Facilities-Based.................................. 6,826 44,610
Resale............................................ 23,975 (16,944)
------ -------
TOTAL NET ADDITIONS TO ACCESS LINES............. 30,801 27,666
PERCENTAGE OF NET ADDITIONS
Facilities-Based.................................. 22.2% 100%
Resale............................................ 77.8% --
</TABLE>
INCUMBENT LOCAL EXCHANGE CARRIER OPERATIONS. Through our predecessors, we
began providing ILEC services in 1936. We currently own and operate nine
adjoining exchanges in western Oklahoma and three adjoining exchanges adjacent
to and east of the Oklahoma City metropolitan area. As of December 31, 1999 our
ILEC operations served 13,658 access lines compared to 13,423 access lines as of
December 31, 1998.
Our ILEC revenues consist of:
- end user revenue, which includes charges for local service and enhanced
services such as call waiting and call forwarding;
- access revenue, which is paid by long distance carriers for providing
access from the long distance carrier's point of presence to the end user
who makes or receives a long distance call; and
- support revenue, which is paid by federal and state agencies to companies,
such as us, which operate in areas where factors such as geographic
conditions and/or subscriber density increase the cost of providing
service.
Support revenue consists of high cost funds, or HCF, from state agencies and
universal service funds, or USF, from federal and state agencies.
The following table reflects the amount of support funds we received and the
share of our ILEC revenue it represented for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------------------------
1997 1998 1999
-------- -------- --------
($ IN MILLIONS)
<S> <C> <C> <C>
Support revenue........................................... $5.5 $4.9 $4.7
Percentage of incumbent local exchange carrier revenue.... 35.6% 31.1% 30.0%
</TABLE>
The Telecommunications Act potentially impacts our sources of support
revenue. Under previous regulation, access charges contained implicit support
for high cost areas. Regulations adopted pursuant to the Telecommunications Act
would remove implicit support from access charges and place more emphasis for
such support on HCF/USF. In May 1997, the FCC adopted changes that may, over
time, reduce or eliminate subsidies to telephone companies in areas where the
cost of connecting and maintaining phone
22
<PAGE>
lines is demonstrated to be above the industry or area norm. We will continue to
pursue our strategy to lessen the impact of any future regulatory changes by
reducing our operating costs through consolidation of operational functions to
achieve economies of scale.
COSTS AND EXPENSES
Our primary expense categories include cost of service, selling, general and
administrative expenses, or SG&A, and depreciation and amortization.
Cost of service for our ICP operations consist primarily of fixed costs for
leased lines, the variable costs of origination, termination and access services
provided through ILECs and other telecommunications companies. We have deployed
several digital switching platforms with local and long distance capability and
we lease fiber trunking capacity from incumbent local exchange carriers and
other ICPs to connect our switches with our transmission equipment collocated in
ILEC central offices.
Depending on the type of services we provide, we may deploy high capacity
digital connections, including the lease of unbundled loops from the ILEC to
connect our customers' and other carriers' networks to our network. The lease
charges for unbundled loops vary by ILEC, and are regulated by state authorities
pursuant to the Telecommunications Act. ILECs typically charge both a startup
fee as well as monthly recurring fee for use of their central offices for
collocation.
We will use our own fiber network, where available, to carry long distance
traffic and will also enter into resale agreements with long distance carriers
for transmission services. These agreements typically provide for the resale of
long distance services on a per-minute basis and may contain minimum volume
commitments. We may be obligated to pay under-utilization charges in the event
we over-estimate our requirements; however, in the event we underestimate our
need for transmission capacity, we may be required to obtain capacity through
more expensive means. See "Liquidity and Capital Resources."
Our SG&A includes all infrastructure costs such as selling, customer
support, corporate administration, personnel, and network maintenance. Selling
expenses include commissions for our sales program. We pay commissions to direct
sales persons for new business generated with additional incentives for multiple
service offerings and long-term contracts. We also pay commissions to
independent sales agents for generating new sales and ongoing sales to existing
customers. As our customer base grows, and if we expand into new geographic
markets, add new sales offices and facilities and enlarge our current product
offerings, the cost of service and SG&A would be expected to increase. As we
grow, over time we expect SG&A to decrease as a percentage of our revenues.
Our depreciation and amortization represents the costs associated with the
depreciation of our fixed assets and the amortization of our intangible assets,
primarily goodwill related to our acquisition of American Telco.
RESULTS OF OPERATIONS
Our results of operations have been significantly affected by our
acquisition of American Telco on June 15, 1998. This acquisition was accounted
for as a purchase and the results of the operations of American Telco are
included since the date of acquisition. As a result of this acquisition, our
results of operations for prior periods are not comparable.
In the text below, financial statement numbers have been rounded; however,
the percentage changes are based on the actual financial statements.
23
<PAGE>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
REVENUE. For the year ended December 31, 1999, total revenue increased
$45.6 million, or 67.3% to $113.3 million from $67.7 million in 1998. The
following table sets forth the components of our revenue for the years ended
December 31:
<TABLE>
<CAPTION>
1998 1999
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
ICP..................................................... $ 52,099 $ 97,644
ILEC.................................................... 15,604 15,642
-------- --------
$ 67,703 $113,286
======== ========
</TABLE>
ICP. Our ICP revenue increased $45.5 million, or 87.4%, to $97.6 million
for the year ended December 31, 1999, from $52.1 million for 1998, primarily due
to the additional revenue provided from the acquisition of American Telco. We
also experienced access line growth, increased equipment sales, and increased
sales by the company's fiber operations. ICP revenue includes fiber long-haul
transport services provided to both third parties and to our affiliates.
ILEC. ILEC revenue remained consistent from year to year totaling $15.6
million for both 1999 and 1998. Access lines increased from 13,423 as of
December 31, 1998, to 13,658 as of December 31, 1999.
COST OF SERVICE. For the year ended December 31, 1999, the total cost of
service increased $45.7 million, or 109.1%, to $87.6 million from $41.9 million
in the comparable period of 1998. These costs primarily consisted of costs
associated with wholesale charges from third party service providers relating to
our ICP segment. The increase was primarily due to the additional expense that
resulted from the acquisition of American Telco combined with increases in
wholesale local service, long distance, and equipment charges. Excluding the
acquisition of American Telco, wholesale cost increases were due to significant
growth in the number of access lines and increases in equipment sales. The
following table sets forth the components of the Company's cost of service for
the years ended December 31:
<TABLE>
<CAPTION>
1998 1999
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
ICP..................................................... $ 39,917 $ 85,330
ILEC.................................................... 1,961 2,250
-------- --------
Total................................................. $ 41,878 $ 87,580
======== ========
</TABLE>
SELLING, GENERAL AND ADMINISTRATIVE. For the year ended December 31, 1999,
our SG&A costs increased $29.9 million, or 89.0%, to $63.4 million compared to
$33.5 million for the year ended December 31, 1998. Excluding the acquisition of
American Telco, the increase was primarily due to increased salary costs
resulting from additional sales, administrative and marketing personnel in our
ICP operations. Total employees increased from 743 at December 31, 1998, to 755
at December 31, 1999. American Telco had approximately 300 employees when we
acquired it in June 1998. During 1999 we incurred $4.6 million in advertising
costs relating to media production and promotional sponsorships, a $2.7 million
increase over $1.9 million in 1998. In addition, we also incurred $1.1 million
of year 2000 costs in 1999.
DEPRECIATION AND AMORTIZATION EXPENSE. For the year ended December 31,
1999, depreciation and amortization expense increased $8.6 million, or 69.8%, to
$21.0 million from $12.4 million for the year ended December 31, 1998. Our ICP
segment's depreciation and amortization expense increased $8.8 million, to $18.1
million from $9.3 million. This increase is primarily a result of depreciation
and amortization on assets purchased during the year and assets acquired,
including goodwill, in our acquisition of American Telco. Our ILEC segment's
depreciation was $2.9 million for the year ended December 31, 1999, as compared
to $3.1 million in 1998. The decrease was primarily due to the disposition of
two DMS-10s.
24
<PAGE>
INTEREST INCOME. Interest income remained consistent from year to year at
$5.8 million for the years ended December 31, 1999 and 1998. Interest income was
a result of funds held in escrow and cash on hand from the issuance of our
12.25% senior notes due 2008.
INTEREST EXPENSE. Interest expense for the year ended December 31, 1999
increased $22.0 million, to $47.9 million from $25.9 million for the year ended
December 31, 1998. The ICP segment's interest expense increased $21.9 million,
or 88.9%, to $46.5 million in 1999, from $24.6 million in 1998. The increase
related to increased interest expense as a result of the issuance of the senior
notes and our $50 million senior credit facility established in April 1999. The
ILEC segment's interest expense increased $.1 million, or 5.7%, to $1.4 million
from $1.3 million for the year ended December 31, 1998.
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. Cumulative effect of
change in accounting principle for the year ended December 31, 1998 reflects the
charge taken as a result of implementation of AICPA Statement of Position 98-5
"Reporting on the Costs of Start-up Activities" on January 1, 1998.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
REVENUE. For the year ended December 31, 1998, total revenue increased
$47.5 million, or 235.5% to $67.7 million from $20.2 million in 1997. The
following table sets forth the components of our revenue for the years ended
December 31:
<TABLE>
<CAPTION>
1997 1998
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
ICP....................................................... $ 4,816 $52,099
ILEC...................................................... 15,361 15,604
------- -------
$20,177 $67,703
======= =======
</TABLE>
ICP. ICP revenue increased $47.3 million to $52.1 million for the year
ended December 31, 1998, from $4.8 million for 1997, primarily due to the
acquisition of American Telco combined with growth in local and long distance
revenue, equipment sales, and fiber operation revenue. Excluding the acquisition
of American Telco, revenue growth was principally due to access line growth,
increases in the number of long distance minutes of use sold, increased
equipment sales, and increased sales by the company's fiber operations. Fiber
revenues grew by approximately 29.3% primarily due to the addition of new
customers. At December 31, 1998, the total number of leased fiber lines was
equivalent to 94 DS3s compared to 53 DS3s equivalents at December 31, 1997.
ILEC. ILEC revenue increased $.2 million, or 1.6%, to $15.6 million in
1998, compared to $15.4 million for the year ended December 31, 1998, due
primarily to an increase in toll charges and an increase in the number of access
lines from 12,633 as of December 31, 1997, to 13,423 as of December 31, 1998.
COST OF SERVICE. For the year ended December 31, 1998, the total cost of
service increased $38.6 million, to $41.9 million from $3.3 million in the
comparable period of 1997. The following table sets forth the components of our
cost of service for the years ended December 31:
<TABLE>
<CAPTION>
1997 1998
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
ICP........................................................ $1,400 $39,917
ILEC....................................................... 1,868 1,961
------ -------
Total.................................................... $3,268 $41,878
====== =======
</TABLE>
ICP. Cost of ICP service increased $38.5 million to $39.9 million for the
year ended December 31, 1998, from $1.4 million for 1997. The increase was
primarily due to our acquisition of American Telco
25
<PAGE>
combined with increases in wholesale local, long distance, and equipment
charges. Excluding the acquisition of American Telco, wholesale cost increases
were due to growth in the number of access lines and long distance minutes of
use sold combined with increases in equipment sales. Included in ICP cost of
service is $.1 million of costs related to network management services provided
to affiliates of Dobson Communications during 1998.
ILEC. Cost of ILEC service increased $.1 million, or 5.0%, to $2.0 million
for the year ended December 31, 1998, from $1.9 million for the year ended
December 31, 1997 due to increased engineering costs related to the
decommissioning of the ILEC DMS-10s and installation of remotes to switch the
ILEC traffic off of the ICP Oklahoma City DMS-500.
SELLING, GENERAL AND ADMINISTRATIVE. For the year ended December 31, 1998,
SG&A costs increased $24.8 million, or 284.0%, to $33.5 million compared to $8.7
million for the year ended December 31, 1997. The increase was primarily due to
increased revenue combined with the acquisition of American Telco combined with
increased salary costs resulting from additional sales, administrative and
marketing personnel in our ICP operations. Total employees increased from 107 at
December 31, 1997, to 743 at December 31, 1998. American Telco had approximately
300 employees when we acquired it in June 1998.
DEPRECIATION AND AMORTIZATION EXPENSE. For the year ended December 31,
1998, depreciation and amortization expense increased $7.5 million, or 151.2%,
to $12.4 million from $4.9 million for the year ended December 31, 1997. The ICP
segment's depreciation and amortization expense increased $7.6 million, from
$1.7 million, to $9.3 million. This increase is primarily a result of
depreciation and amortization on assets purchased for the Company's recently
launched Logix business and assets acquired, including goodwill, in its
acquisition of American Telco. The ILEC segment's depreciation remained
relatively consistent from 1997 to 1998 with a $.2 million decrease to $3.1
million, from $3.3 million.
INTEREST INCOME. Interest income for the year ended December 31, 1998
increased $5.8 million, to $5.8 million from a minimal amount earned for the
year ended December 31, 1997. The increase in interest income was attributable
to funds held in escrow and cash on hand from the issuance of our senior notes.
INTEREST EXPENSE. Interest expense for the year ended December 31, 1998
increased $23.4 million, to $25.9 million from $2.5 million for the year ended
December 31, 1997. The ICP segment's interest expense increased $23.4 million,
to $24.6 million in 1998, from $1.2 million in 1997. The increase related to
increased interest expense as a result of the issuance of the senior notes. The
ILEC segment's interest expense remained consistent at $1.3 million in 1997 and
1998.
EXTRAORDINARY EXPENSE. Extraordinary expense in 1997 of $.2 million is due
to the write-off of deferred debt costs associated with our fiber operations.
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. Cumulative effect of
change in accounting principle for the year ended December 31, 1998 reflects the
charge taken as a result of implementation of AICPA Statement of Position 98-5
"Reporting on the Costs of Start-up Activities" on January 1, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have generated positive cash flow from operations and
Adjusted EBITDA (earnings before interest expense, income taxes, depreciation
and amortization, other income, extraordinary items and changes in accounting
principles) in our ILEC business and have financed our ILEC business through
government loans. Our ILEC business historically has generated income before
income taxes, extraordinary items and cumulative effect of change in accounting
principle. Our ILEC business receives support revenue from federal and state
agencies that accounted for approximately 35.6%, 31.1% and 30.0% of our ILEC
revenue for the years ended December 31, 1997, 1998 and 1999. This support
revenue contributes significantly to our ILEC's positive cash flow from our ILEC
operations, Adjusted EBITDA and income before income taxes, extraordinary items
and cumulative effect of change in accounting principle.
26
<PAGE>
We have experienced negative cash flow from operations and negative Adjusted
EBITDA and a loss before income taxes, extraordinary items and cumulative effect
of change in accounting principle in 1997, 1998 and 1999 in our ICP business.
These negative cash flows from operations and negative Adjusted EBITDA and loss
before income taxes, extraordinary items and cumulative effect of change in
accounting principle are primarily the result of selling, general and
administrative expenses incurred as we worked to expand our ICP business. We
will continue to incur losses before income taxes, extraordinary items and
cumulative effect of change in accounting principle and will continue to
generate negative cash flow from operations and negative Adjusted EBITDA until
we expand our ICP operations and customer base. The successful implementation of
our strategy, including the expansion of our networks and customer base, and
significant and sustained growth in our cash flows is necessary for us to meet
our debt service requirements, including our obligations on the senior notes. We
expect negative cash flows and loss before income taxes, extraordinary items and
cumulative effect of change in accounting principle on a consolidated basis at
least through the fiscal year of 2000 and to continue to as we expand our ICP
operations.
In addition, subsequent to June 13, 2001, when the last date that interest
on the senior notes will be paid by the pledged U.S. government securities, our
cash flow from operations may not be sufficient to provide us with adequate
funds to pay the interest required by our indebtedness. To the extent that our
internally generated funds are insufficient to meet these requirements we will
need to obtain funds from other sources.
Our net cash provided by (used in) operating activities was $3.7 million,
$(10.8) million and $(84.6) million for the years ended December 31, 1997, 1998
and 1999, respectively.
Our net cash used in investing activities was $3.5 million, $195.8 million
and $43.9 million for the years ended December 31, 1997, 1998 and 1999,
respectively. Our investing activities during these periods principally related
to capital expenditures, and in 1998, to the acquisition of American Telco.
Our net cash provided by (used in) financing activities was $(.6) million,
$238.0 million and $97.5 million for the years ended December 31, 1997, 1998 and
1999, respectively. The net cash used in financing activities during the year
ended December 31, 1997 primarily resulted from repayments of long-term debt
offset by proceeds from long-term debt. The net cash provided by financing
activities during 1998 primarily resulted from the issuance of our senior notes
after giving effect to our purchase of restricted investments securing these
notes. The net cash provided by financing activities during 1999 was due to
proceeds from our senior credit facility and Dobson CC Limited Partnership, or
DCCLP, credit facility. We also had maturities of the funds held in escrow
relating to the issuance of our senior notes.
Our capital expenditures in 1997, 1998, and 1999 were $5.4 million, $55.2
million, and $47.4 million, respectively. We expect our capital expenditures to
total approximately $37 million for 2000, of which $28 million relates to the
ICP operations. Our planned capital expenditures are primarily to:
- upgrade switch and outside plant facilities;
- provide success-based customer premise equipment;
- provide operational support system, or OSS, enhancements; and
- enhance billing systems.
We expect continued capital expenditures for our ICP operations to be made
after 2000, primarily for OSS enhancements, switch expansion and/or upgrades and
collocation. The amount and timing of our capital expenditures may differ
materially from the foregoing estimate depending on numerous factors, including
the rate at which we expand and develop our networks and customer base, our
ability to negotiate favorable prices for purchases of equipment and to acquire
and integrate necessary operations support systems and other back office
systems, whether we consummate additional acquisitions and other factors beyond
our control, such as economic conditions, competition, market and regulatory
developments and availability of capital.
27
<PAGE>
In May 1998, we entered into a three year carrier service agreement with
Sprint for long distance capacity which provides for a minimum commitment of
$8.3 million, subject to upward adjustment depending on actual use. In January
2000, we amended our agreement to reduce our total minimum commitment to
$7.4 million. Of this committment, $3.3 million remained at December 31, 1999.
In June 1998, we entered into an agreement with MCI WorldCom to lease long
distance capacity for thirty-six months with an aggregate minimum commitment
during the term of the lease of $18 million. In December 1999, we amended our
agreement to reduce our minimum monthly commitment from $.5 million to $.4
million, effective in January 2000 through the end of the agreement. Of this
commitment, $5.4 million remained at December 31, 1999.
On June 30, 1998, we agreed to purchase $25.2 million of switching equipment
from Nortel Networks Corporation prior to June 30, 2000 for our ICP operations.
Of this commitment, $10.8 million remained at December 31, 1999. Also on June
30, 1998, we agreed to purchase $13.7 million of customer support services from
ACE*COMM over a 60 month period ending in July 2003. Of this commitment,
$6.6 million remained at December 31, 1999.
Upon consummation of our senior note offering, we purchased $122 million of
U.S. government securities, that are held to secure and fund the first six
scheduled interest payments on our senior notes.
On April 8, 1999, we established a senior credit facility with Bank of
America, N.A., as the administrative agent. On September 13, 1999, we amended
and restated the senior credit facility to increase the availability from $30
million to $50 million by December 31, 1999. Borrowings under the senior credit
facility are for general corporate purposes and to fund capital expenditures.
The credit facility amortizes quarterly beginning on June 30, 2002, and
terminates on March 31, 2005. The weighted average interest rate on our senior
credit facility was 10.3% as of December 31, 1999.
In December 1999, we received a commitment for $20 million in financing from
DCCLP, our controlling shareholder. As of December 31, 1999, we had $5.0 million
outstanding under the DCCLP facility. On March 16, 2000, we received an
additional $30 million commitment from DCCLP. The funds received from this
financing were used to repay $10 million of our senior credit facility and to
fund operations.
On March 30, 2000, we issued to DCCLP 90,000 shares of 15% Class A Preferred
Stock manditorily redeemable in 2010 for $1,000 per share. The net proceeds from
the preferred stock were used to repay the senior credit facility and to convert
amounts outstanding under the DCCLP credit facility to preferred stock. We will
recognize a pretax loss of approximately $2.6 million as a result of writing off
previously capitalized financing costs associated with the senior credit
facility. Holders of the preferred stock are entitled to cumulative dividends
from the date of issuance and a liquidation preference of $1,000 per share with
rights over the other classes of capital stock and junior to the senior notes.
The preferred stock is redeemable at our option at any time and must be redeemed
by April 1, 2010. Holders of the preferred stock have no voting rights.
As of December 31, 1999, we had $439.7 million of indebtedness and a
stockholder's deficit of $120.4 million. Our indebtedness at that date included
$350 million of our senior notes, $35.2 million of secured indebtedness under
our Rural Utilities Service/Rural Telephone Bank, or RUS/RTB, facility, $49.5
million from our senior credit facility and $5 million from the DCCLP credit
facility.
The ILEC has funded its operations through several RUS/RTB loans with
various origination dates. The RUS/RTB existing loans have scheduled maturities
between 2000 and 2028. In October 1998, RUS/ RTB approved an additional 17 year
loan facility that will provide us with $16.9 million in loan funds. As of
December 31, 1999, we had borrowed $8.7 million under this additional facility.
Under the RUS/RTB facility and the credit facility, we must maintain certain
financial ratios, and our failure to maintain these ratios would constitute an
event of default, notwithstanding our ability to meet our debt service
obligations.
28
<PAGE>
Although we cannot provide any assurance, assuming successful implementation
of our strategy, including the further expansion of our customer base, we
believe that borrowings under our RUS/RTB facility, the financings from DCCLP,
cash flows from operations and certain shareholder commitments should be
sufficient to satisfy our currently expected capital expenditures, working
capital and debt service obligations. The actual amount and timing of our future
capital requirements may differ materially from our estimates as a result of,
among other things, the demand for our services and regulatory, technological
and competitive developments. We currently expect to pursue additional financing
in the near term. DCCLP is committed to assisting us in obtaining funds to
support our operations, as needed, if needed, in 2000. Sources of additional
financing may include commercial bank borrowings, vendor financing and the sale
of equity or debt securities. We cannot assure you that any such financing will
be available on acceptable terms or at all.
IMPACT OF YEAR 2000 ISSUE
Many computer systems and applications, including those embedded in
equipment and facilities, use two digit rather than four digit date fields to
designate an applicable year. As a result, these systems and applications may
not properly recognize the year 2000 or process data that includes it,
potentially causing data miscalculations, inaccuracies, operational malfunctions
or failures.
In April 1998, we established a multi-disciplined team to perform a year
2000 impact analysis. The team consisted of representatives from each of our
lines of business, as well as representatives from key corporate departments,
and was headed by a full-time year 2000 compliance manager. The team created a
year 2000 assessment methodology that brought a structured approach to the
assessment and management reporting process.
We completed an inventory of our automated systems and services and
identified significant risk areas by line of business, specific compliance
requirements and costs and estimated completion dates for affected systems. The
services we provide are based on the systems of regional Bell operating
companies and other systems outside our control. We have had contact with all of
the vendors of products and services that we believe are critical to our
operations. Our vendors' representations pertaining to year 2000 compliance have
come in writing directly to us, in contracts and by accessing year 2000
information available at their web sites. While all of our vendors have provided
some type of assurance that their products will be year 2000 compliant, not all
have provided us expressly with a "year 2000 compliance statement" and/or a
"year 2000 warranty." Our focus with our vendors has been directed toward
obtaining assurances of year 2000 compliance in the form of documented year 2000
planning and testing and third party audits, whenever available.
We engaged the services of a third-party Y2K consulting firm to validate our
Y2K compliance and to remediate our critical legacy applications. From an
information systems standpoint, we have mostly deployed packaged software from
outside vendors. As a result, the focus of our remediation efforts was not a
large scale in-house effort, but rather an identification of third-party systems
and services that are not currently year 2000 compliant and oversight of
third-party compliance efforts.
The results of the validation process revealed that for most of our
information systems, services and telecommunications infrastructure, year 2000
compliant versions were to be included as a part of existing maintenance and/or
service agreements at no additional cost to us and all were in place and tested
by the end of the fourth quarter of 1999. All critical systems relating to call
delivery, billing, accounting, payroll and customer care that were running on
third-party software was designated by the vendor as being year 2000 compliant
by the end of November 1999. We have replaced or upgraded all non-critical
systems, such as work stations, to ensure compliance with year 2000. The cost of
engaging Y2K consultants, remediation of legacy software and of upgrading or
replacing those systems that were not covered by existing service or maintenance
agreements was $1.5 million. Our estimated upgrade costs does not include the
cost of
29
<PAGE>
upgrading and/or replacing those non-year 2000 compliant systems that were
replaced or upgraded based on non-year 2000 related business reasons.
Since January 1, 2000 we have tested our critical systems and those tests
revealed no significant year 2000 problems. In addition, our operations to date
have not experienced any year 2000-related problems. We will continue to analyze
systems and services that utilize date-embedded codes that may experience
operational problems as various functions are utilized in the coming months. We
will continue communicating with third-party vendors of systems software and
equipment, suppliers of telecommunications capacity and equipment, customers and
others with which we do business to coordinate year 2000 compliance. We
completed our year 2000 contingency and business continuity plans during the
fourth quarter of 1999.
FORWARD-LOOKING STATEMENTS
The description of our plans set forth herein, including our plans and
strategies, our anticipation of revenues from designated markets, the markets
for our services and products, planned capital expenditures and possible
regulatory requirements, and other statements which predict or forecast future
events which are dependent on future events for their accuracy, are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These plans involve a number
of risks and uncertainties. Important factors that could cause actual capital
expenditures, or our performance to differ materially from plans include,
without limitation, our ability to satisfy the financial covenants of our
existing debt instruments and to raise additional capital; our ability to
integrate acquired operations with existing operations, to manage our rapid
growth successfully and to compete effectively in our ILEC and ICP businesses
against competitors with greater financial, technical, marketing and other
resources; changes in end-user requirements and preferences; the development of
other technologies and products that may gain more commercial acceptance than
ours; our ability to successfully market our services to current and new
customers, interconnect with ILECs, expand or replace our operational support
systems and other back office systems, provision new customers, access markets,
install facilities, including switching electronics, and obtain leased trunking
capacity, rights-of-way, building access rights and any required governmental
authorizations, franchises and permits, all in a timely manner, at reasonable
costs and on satisfactory terms and conditions; as well as unexpected
regulatory, legislative and judicial developments. We cannot assure that the
future results will be achieved; actual events or results may differ materially
as a result of risks we face. You are cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date hereof. We
undertake no obligation to update or revise these forward-looking statements to
reflect events or circumstances after the date hereof including, without
limitation, changes in our business strategy or planned capital expenditures, or
to reflect the occurrence of unanticipated events.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk is the potential loss arising from adverse changes in market
prices and rates, including interest rates. We do not use derivatives or other
financial instruments for trading or speculative purposes. The objective of our
financial risk management is to minimize the negative impact of interest rate
fluctuations on our earnings and equity.
The fair market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally, the fair market value of fixed interest rate debt
will increase as interest rates fall and decrease as interest rates rise. The
estimated fair values of our total long-term fixed rate debt are shown in Note
13 to the Consolidated Financial Statements. Based on our market risk sensitive
instruments outstanding at December 31, 1999, we have determined that there was
no material market risk exposure to our consolidated financial position, results
of operations or cash flows as of such date.
30
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Financial Statements:
Report of independent public accountants.................. 32
Consolidated balance sheets as of December 31, 1998 and
1999.................................................... 33
Consolidated statements of operations for the years ended
December 31, 1997, 1998 and
1999.................................................... 34
Consolidated statements of stockholders' equity (deficit)
for the years ended December 31, 1997, 1998 and 1999.... 35
Consolidated statements of cash flows for the years ended
December 31, 1997, 1998 and
1999.................................................... 36
Notes to consolidated financial statements................ 37
</TABLE>
31
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Logix Communications Enterprises, Inc.:
We have audited the accompanying consolidated balance sheets of Logix
Communications Enterprises, Inc. (an Oklahoma corporation) and subsidiaries as
of December 31, 1998 and 1999, and the related consolidated statements of
operations, stockholders' deficit and cash flows for each of the three years in
the period ended December 31, 1999. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Logix
Communications Enterprises, Inc. and subsidiaries as of December 31, 1998 and
1999, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma,
March 30, 2000
32
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1999
(In thousands, except shares)
<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 31,675 $ 672
Restricted cash and investments........................... 37,572 40,079
Accounts receivable, net of allowance for doubtful
accounts of $664 and $1,254 in 1998 and 1999,
respectively............................................ 16,838 21,792
Receivables-affiliates.................................... 5,081 1,376
Other current assets...................................... 1,577 1,581
Prepaid expenses.......................................... 753 3,269
--------- ---------
Total current assets.................................... 93,496 68,769
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, net.......................... 85,883 121,136
--------- ---------
OTHER ASSETS:
Restricted cash and investments........................... 61,988 21,062
Goodwill, net............................................. 128,432 121,279
Deferred costs, net of accumulated amortization of $615
and $2,230 in 1998 and 1999, respectively............... 12,306 13,345
Excess of cost over original cost of assets acquired, net
of accumulated amortization of $1,226 and $1,321 in 1998
and 1999, respectively.................................. 2,581 2,486
Investment in unconsolidated partnership and other........ 2,521 1,885
Other intangibles, net.................................... 5,214 4,698
--------- ---------
Total other assets...................................... 213,042 164,756
--------- ---------
Total assets............................................ 392,421 354,661
========= =========
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Accounts payable.......................................... $ 29,477 23,776
Accrued expenses.......................................... 4,337 9,086
Deferred revenue and customer deposits.................... 425 2,346
Current portion of long-term debt......................... 1,171 1,404
--------- ---------
Total current liabilities............................... 35,410 36,612
--------- ---------
LONG-TERM DEBT, net of current portion...................... 376,327 438,330
INVESTMENT TAX CREDITS...................................... 108 99
COMMITMENTS (Note 12)
STOCKHOLDER'S DEFICIT:
Common stock, $.01 par value, 100,000,000 shares
authorized and 71,250,000 shares issued and outstanding
in 1998 and 1999........................................ 713 713
Paid-in capital........................................... 11,448 11,448
Retained deficit.......................................... (31,585) (132,541)
--------- ---------
Total stockholder's deficit............................. (19,424) (120,380)
--------- ---------
Total liabilities and stockholder's deficit............. 392,421 354,661
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
33
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 1997, 1998 AND 1999
<TABLE>
<CAPTION>
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
REVENUE............................................... $ 20,177 $ 67,703 $ 113,286
OPERATING EXPENSES:
Cost of service..................................... 3,269 41,879 87,580
Selling, general and administrative................. 8,735 33,539 63,377
Depreciation and amortization....................... 4,931 12,387 21,038
----------- ----------- -----------
Total operating expenses.......................... 16,935 87,805 171,995
----------- ----------- -----------
OPERATING INCOME (LOSS)............................... 3,242 (20,102) (58,709)
----------- ----------- -----------
OTHER INCOME (EXPENSES):
Equity in income of unconsolidated partnership...... 82 156 87
Interest income..................................... 15 5,794 5,771
Interest expense.................................... (2,459) (25,906) (47,863)
Other............................................... 6 (14) (242)
----------- ----------- -----------
Total other expenses.............................. (2,356) (19,970) (42,247)
----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY ITEMS
AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE........................................... 886 (40,072) (100,956)
INCOME TAX (PROVISION) BENEFIT........................ (337) 1,271 --
----------- ----------- -----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE........................................... 549 (38,801) (100,956)
EXTRAORDINARY EXPENSE, net of income tax benefit of
$133,300 in 1997 (Note 5)........................... (217) -- --
----------- ----------- -----------
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE,
net of income tax benefit of $429,000 in 1998....... -- (699) --
----------- ----------- -----------
NET INCOME (LOSS)..................................... $ 332 $ (39,500) $ (100,956)
=========== =========== ===========
BASIC NET INCOME (LOSS) PER SHARE:
Before extraordinary expense, and cumulative effect
of change in accounting principle................. $ .008 $ (.545) $ (1.42)
Extraordinary expense............................... (.003) -- --
Cumulative effect of change in accounting
principle......................................... -- (.009) --
----------- ----------- -----------
BASIC NET INCOME (LOSS) PER SHARE..................... $ .005 $ (.554) $ (1.42)
=========== =========== ===========
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...... 71,250,000 71,250,000 71,250,000
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
34
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 1997, 1998 AND 1999
(In thousands, except shares)
<TABLE>
<CAPTION>
COMMON STOCK RETAINED
--------------------- PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
---------- -------- -------- ----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997................................ 71,250,000 $713 $11,448 $ 7,915
Net loss....................................... -- -- -- (39,500)
---------- ---- ------- ---------
DECEMBER 31, 1998................................ 71,250,000 $713 $11,448 $ (31,585)
Net loss....................................... -- -- -- (100,956)
---------- ---- ------- ---------
DECEMBER 31, 1999................................ 71,250,000 $713 $11,448 (132,541)
========== ==== ======= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
35
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 1997, 1998 AND 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1998 1999
-------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 332 $ (39,500) $(100,956)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities--
Depreciation and amortization........................... 4,931 12,387 21,038
Amortization of bond premium and financing costs........ -- 441 1,953
Deferred credits........................................ 36 (1,726) (9)
Extraordinary loss on financing cost.................... 351 -- --
Cumulative effect of change in accounting principle..... -- 1,128 --
Equity in income of unconsolidated partnership.......... (82) (156) (87)
Changes in current assets and liabilities--
Accounts receivable..................................... 262 (6,122) (4,954)
Prepaid expenses and other.............................. (772) (364) (2,520)
Accounts payable........................................ (535) 18,905 (5,701)
Accrued expenses........................................ (844) 3,974 4,749
Deferred revenue and customer deposits.................. 25 218 1,921
------- --------- ---------
Net cash provided by (used in) operating activities... 3,704 (10,815) (84,557)
------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (5,442) (55,220) (47,426)
Acquisitions of businesses................................ -- (141,811) --
Purchase of customer lists................................ -- (536) (552)
Purchase of other assets.................................. -- -- (345)
Decrease in receivable--affiliate......................... 3,307 3,126 3,705
Deferred start-up costs................................... (1,101) -- --
Investment in unconsolidated partnership and other........ (224) (1,310) 713
------- --------- ---------
Net cash used in investing activities................. (3,460) (195,751) (43,905)
------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................. -- 350,000 63,222
Repayments of long-term debt.............................. (1,670) (1,141) (986)
Purchase of restricted investments........................ -- (121,972) --
Maturities of restricted investments...................... -- 22,580 37,756
Redemption of RTFC subordinated capital certificates...... 1,051 -- --
Deferred financing costs.................................. -- (11,480) (2,533)
------- --------- ---------
Net cash provided by (used in) financing activities... (619) 237,987 97,459
======= ========= =========
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (375) 31,421 (31,003)
CASH AND CASH EQUIVALENTS, beginning of year................ 629 254 31,675
------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year...................... $ 254 $ 31,675 $ 672
======= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for--
Interest (net of amounts capitalized)................... $ 2,821 $ 23,982 $ 47,771
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
1997
Capital contribution from parent company through
forgiveness of long-term debt (Note 5).................. $11,447 $ -- $ --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
36
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION:
Logix Communications Enterprises, Inc. (the "Company" or "Logix") was
incorporated as an Oklahoma corporation under the name "Dobson Wireline Company"
in December 1997, as part of a reorganization by its former parent company,
Dobson Communications Corporation ("Dobson Communications"). Its name was
changed to Logix Communications Enterprises, Inc. in October 1998. On January
24, 2000, Dobson Communications distributed Logix's stock to certain of Dobson
Communications' shareholders.
Logix is a leading provider of integrated local and long distance, data and
other telecommunications services to small and medium-sized business customers
throughout its region. The Company provides these services through two business
segments: incumbent local exchange carrier ("ILEC") operations and integrated
communications provider ("ICP") operations. As of December 31, 1999, the Company
had operations in Oklahoma, Texas, Missouri and Arkansas.
ICP
The Company commenced its ICP operations in December 1997 through its
subsidiary, Logix Communications Corporation, ("LCC"). The Company's ICP
operations generate revenue from local exchange, intrastate and interstate
services, enterprise network, enhanced data, Internet and intranet services,
private line, integration services and long-haul transport services. The Company
currently provide these services primarily to customers in markets in Arkansas,
Colorado, Missouri, Oklahoma and Texas. As of December 31, 1999, the Company's
ICP operations served 66,508 access lines compared to 38,842 access lines as of
December 31, 1998. The increase was mainly due to the Company's internal growth
and expansion into seven additional cities in Texas, Missouri and Arkansas. In
addition, the Company has a 20% interest in and manages the Forte of Colorado,
General Partnership which provides fiber optic telecommunication service between
Springfield, Colorado and Colorado Springs, Colorado (see Note 11).
LCC's operations will be affected by competitive environment in which LCC
operates. LCC's performance will further be affected by its ability to lease
adequate trunking capacity from ILECs or other ICPs, complete the integration of
its operations support systems and other back office systems, develop a
sufficient customer base, and attract, retain, and motivate qualified personnel.
LCC's networks and telecommunications services are subject to significant
regulation at the federal, state and local levels. Delays in receiving required
regulatory approvals or the enactment of new adverse regulation or regulatory
requirements may have an adverse effect upon LCC. Although management believes
that LCC will be able to successfully mitigate these risks, there is no
assurance that LCC will be able to do so or that LCC will operate profitably in
the near future. Expenses are expected to exceed revenues in each location in
which LCC offers service until a sufficient customer base is established.
ILEC
The Company, through Dobson Telephone Company, Inc. ("Dobson Telephone"),
provides wireline telephone service to nine adjoining exchanges in western
Oklahoma and three adjoining exchanges adjacent to and east of the Oklahoma City
metropolitan area. Dobson Telephone operates under the authority of the Federal
Communications Commission ("FCC"). Rates charged by Dobson Telephone are
regulated by the FCC and the Oklahoma Corporation Commission. Dobson Telephone,
like other wireline companies that operate in rural areas where the cost to
provide service is higher than normal, receives high cost support funds from
state jurisdictions and the federal universal service fund. Approximately 35.6%,
37
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION: (CONTINUED)
31.1% and 30.0% of the Company's revenue from its ILEC operations for the year
ended December 31, 1997, 1998 and 1999, respectively, was from these two
sources.
REORGANIZATION OF LOGIX
In October 1998, Logix transferred all of the common stock of Dobson Fiber
Company, Inc. ("Dobson Fiber"), American Telco, Inc. ("ATI"), American Telco
Network Services, Inc. and Dobson Network Management, Inc. to LCC, a subsidiary
of Logix. The transaction was considered a reorganization of entities under
common control under which the accounting treatment of the reorganization is
similar to a pooling-of-interests. The effects of all intercompany transactions,
including the transactions prior to the reorganization, have been eliminated.
RECAPITALIZATION
On September 30, 1998, the Company approved its Amended and Restated
Certificate of Incorporation, which increased the number of authorized shares of
capital stock to 100,000,000. The Company also approved a stock split on the
same date increasing the number of outstanding shares of common stock to
71,250,000. The accompanying financial statements have been retroactively
restated to reflect this stock split. In addition, as of August 1, 1998, the
Company approved a stock option plan covering 3,750,000 shares of common stock,
of which the Company initially granted options covering 1,652,500 shares of
common stock to employees at an option price of $2 per share.
REORGANIZATION OF DOBSON COMMUNICATIONS
In January 1998, Dobson Communications and its subsidiary, Dobson Operating
Company, transferred all of the common stock of LCC and Dobson Telephone to
Logix. The transaction was considered a reorganization of entities under common
control under which the accounting treatment of the reorganization is similar to
a pooling-of-interests. Concurrent with the reorganization, the number of shares
and par value of the Company's authorized stock changed. All share and per share
data are stated to reflect the common stock changes. The effects of all
intercompany transactions, including the transactions prior to the
reorganization, have been eliminated.
CAPITAL RESOURCES AND GROWTH
The Company's total indebtedness and debt service requirements substantially
increased as a result of the borrowing described in Note 5.
The Company's successful implementation of its strategy, including the
further expansion of its customer base is dependent upon securing adequate
capital resources. The Company's resources include mortgage notes payable,
financing from Dobson CC Limited Partnership ("DCCLP"), cash flow from
operations and certain shareholder commitments. DCCLP is committed to assisting
the Company in obtaining funds to support the Company's operations, as needed,
if needed, in 2000. In addition, the Company expects to pursue additional
financing in the near term.
The Company's ability to manage future growth will depend upon its continued
ability to monitor operations, control costs and maintain effective quality
controls which could result in higher operating expenses. Any failure to
adequately manage these areas and to implement and improve such systems,
procedures and controls in an efficient manner at a pace consistent with the
growth of the Company's
38
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION: (CONTINUED)
business could have an adverse effect on the Company's business, financial
condition and results of operations.
2. SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Company include the accounts of
Logix, Dobson Telephone, LCC and Dobson Fiber/FORTE of Colorado, Inc. For
financial reporting puposes, the Company consolidates each subsidiary and
partnership in which it has a controlling interest. All significant intercompany
accounts and transactions have been eliminated. Investments in unconsolidated
partnerships where the Company does not have a controlling interest are
accounted for under the equity method. In the opinion of management, the
consolidated financial statements reflect all normal recurring adjustments
necessary for a fair presentation of the financial position and results of
operations for the periods presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents on the accompanying consolidated balance sheets
includes cash and short-term investments with original maturities of three
months or less.
RESTRICTED CASH AND INVESTMENTS
Restricted cash and investments consists of an initial $122.0 million of
pledged securities purchased to fund the first six semi-annual interest payments
on the Company's 12.25% Senior Notes due 2008 ("Senior Notes"), net of
maturities and amortization of bond premium of $22.4 million in 1998 and $38.5
million in 1999.
INVENTORY
The Company values its inventory at the lower of cost or market on the
first-in, first-out method of accounting.
GOODWILL
Goodwill consists of amounts paid in excess of the fair market value of the
assets acquired by the Company in its business acquisitions. Goodwill is being
amortized on a straight-line basis over a period of fifteen years. Amortization
expense of $4.6 million was recorded in 1998 and $6.9 million in 1999.
The ongoing value and remaining useful lives of intangible and other
long-term assets are subject to periodic evaluation and the Company currently
expects the carrying amounts to be fully recoverable.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company assesses potential impairments of long-lived assets, certain
identifiable intangibles and excess of cost over original cost of assets
acquired when there is evidence that events or changes in circumstances indicate
that an asset's carrying value may not be recoverable. An impairment loss is
recognized when the sum of the expected future net cash flows is less than the
carrying amount of the asset. The amount of any recognized impairment would be
based on the estimated fair value of the asset
39
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
subject to impairment compared to the carrying amount of such asset. No such
losses have been identified by the Company.
DEFERRED FINANCING COSTS
Deferred financing costs consist primarily of fees incurred to secure
long-term debt. Deferred financing costs are being amortized on a straight-line
basis over the term of the debt of eight years. Amortization expense related to
these costs of $.2 million, $.7 million and $1.6 million was recorded in 1997,
1998 and 1999, respectively.
EXCESS OF COST OVER ORIGINAL COST OF ASSETS ACQUIRED
The excess of cost over the original cost of assets acquired relates to
Dobson Telephone's acquisition of McLoud Telephone Company in 1985 and is being
amortized using the straight-line method over 40 years. Amortization expense of
$.1 million was recorded in 1997, 1998 and 1999. As the excess cost over
original cost of assets acquired is a term defined and required by regulatory
accounting practices applicable to Dobson Telephone, such amounts are presented
separately from amounts included in the caption "Goodwill."
OTHER INTANGIBLES
Other intangibles consist of amounts paid to acquire long distance customer
lists, covenants not to compete, installation charges and collocation rights.
All assets are being amortized on a straight-line basis over the asset's useful
life. Non-compete covenants are being amortized over a two year useful life;
customer lists acquisition costs and installation costs are being amortized over
a five year useful life; and collocation rights are being amortized over a four
year useful life. Amortization expense of $.6 million and $1.7 million was
recorded during 1998 and 1999, respectively.
ADVERTISING COSTS
Advertising costs are expensed as incurred and are included as selling,
general and administrative expenses in the accompanying consolidated statements
of operations. Advertising expense of $.2 million, $1.9 million and
$4.6 million was incurred in 1997, 1998 and 1999, respectively.
INCOME TAXES
Logix is a party to a tax sharing agreement with Dobson Communications and
its other subsidiaries. As a member of the affiliated group with Dobson
Communications, Logix will file a consolidated income tax return. Income taxes
are allocated among the various entities included in the consolidated tax
return, as agreed, based on the ratio of each entity's taxable income (loss) to
consolidated taxable income (loss). Deferred income taxes in prior years reflect
the estimated future tax effects of temporary differences between financial
statement and tax bases of assets and liabilities at year-end. Amounts owed to
Dobson Communications for income taxes are reflected in receivables-affiliates
and deferred credits in the accompanying balance sheets. (See Note 14.)
40
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
REVENUE RECOGNITION
The Company records service revenues over the period they are earned. The
cost of providing service is recognized as incurred.
Toll revenue is billed in arrears. The Company accrued estimated unbilled
revenues for services provided of approximately $.5 million and $1.6 million as
of December 31, 1998 and 1999, respectively, which are included in accounts
receivable in the accompanying consolidated balance sheets. Monthly access
charges on certain of the Company's billing systems are billed in advance and
are reflected in deferred revenue and customer deposits on the accompanying
consolidated balance sheets.
EARNINGS PER SHARE
Basic income (loss) per common share is computed by using the weighted
average number of common stock shares outstanding during the year. The Company
has not presented diluted earnings per share as it has no potentially dilutive
securities in 1997 and the impact of potentially dilutive securities outstanding
in 1998 and 1999 would be anti-dilutive.
USE OF ESTIMATES
The preparation of these consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the previously presented 1998
balances to conform them to the 1999 presentation.
3. ACQUISITIONS:
On June 15, 1998, the Company purchased the common stock of American Telco,
Inc. and American Telco Network Services, Inc. (collectively, "ATI") for $131.5
million (the "ATI Acquisition"). The ATI Acquisition expanded the Company's ICP
operations to five major Texas markets: Houston, Dallas, Fort Worth, San Antonio
and Austin.
On June 22, 1998, the Company purchased certain long distance customers and
related assets of Zenex Long Distance, Inc. d/b/a Zenex Communications, Inc.
("Zenex") for $4.7 million. The Zenex Acquisition increased the Company's
customer base in Oklahoma City.
On November 20, 1998, the Company purchased substantially all of the assets
of SysComm Design, Inc. ("SysComm') for $4.1 million (the "SysComm
Acquisition"). The SysComm Acquisition increased the Company's customer base and
direct sales force in Dallas, Corpus Christi, Austin and Houston and expanded
the Company's customer premise equipment product line offerings.
41
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS: (CONTINUED)
The acquisition transactions were accounted for as purchases, and
accordingly, their results of operations have been included in the accompanying
consolidated statements of operations from the respective dates of acquisition.
The unaudited pro forma information set forth below includes all acquisitions
for the years ended 1997 and 1998, respectively, as if the purchases occurred at
the beginning of each year. The unaudited pro forma information is presented for
informational purposes only and is not necessarily indicative of the results of
operations that actually would have been achieved had the acquisitions been
consummated at that time:
<TABLE>
<CAPTION>
1997 1998
($ IN THOUSANDS, EXCEPT PER SHARE DATA) -------- --------
(UNAUDITED)
<S> <C> <C>
Operating revenue....................................... $ 82,315 $106,163
Loss before extraordinary items and cumulative effect... $(50,532) $(56,608)
Net loss................................................ $(50,749) $(57,307)
Basic net loss per share................................ $ (.712) $ (.804)
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment are recorded at cost. Newly constructed
telephone systems and fiber optic cable systems are added to property, plant and
equipment at cost which includes contracted services, direct labor, materials
overhead and capitalized interest. For the years ended December 31, 1997, 1998
and 1999, capitalized interest was not significant. Existing property, plant and
equipment purchased through acquisitions is recorded at its fair value at the
date of the purchase. Repairs, minor replacements and maintenance are charged to
operations as incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the various classes
of depreciable property.
Listed below are the major classes of property, plant and equipment and
their estimated useful lives, in years, as of December 31, 1998 and 1999:
<TABLE>
<CAPTION>
USEFUL LIFE 1998 1999
----------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
Telephone systems and equipment............... 5 - 40 $ 61,524 $ 82,631
Fiber systems and equipment................... 5 - 22 19,663 20,283
Buildings and improvements.................... 20 - 40 8,230 10,693
Vehicles and other work equipment............. 3 - 10 4,220 5,767
Furniture and office equipment................ 5 - 10 24,247 33,390
Under construction............................ 9,143 19,339
Land.......................................... 211 211
-------- --------
Property, plant and equipment............... 127,238 172,314
Accumulated depreciation...................... (41,355) (51,178)
-------- --------
Property, plant and equipment, net.......... $ 85,883 $121,136
======== ========
</TABLE>
42
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. LONG-TERM DEBT:
The Company's long-term debt as of December 31, 1998 and 1999, consisted of
the following:
<TABLE>
<CAPTION>
1998 1999
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
Senior Credit Facility.................................. $ -- $ 49,500
DCCLP Credit Facility................................... -- 5,000
Senior Notes............................................ 350,000 350,000
Mortgage notes payable.................................. 27,498 35,234
-------- --------
Total debt............................................ 377,498 439,734
Less--Current maturities................................ 1,171 1,404
-------- --------
Total long-term debt.................................. $376,327 $438,330
======== ========
</TABLE>
DCCLP CREDIT FACILITY
In December 1999, the Company closed on a $20 million unsecured credit
facility with DCCLP, ("DCCLP Credit Facility"). The DCCLP Credit Facility is
structured as 12.25% zero coupon debt increasing by 1% after three months after
the issuance date and at the end of each subsequent three month period until the
rate cap is reached at 20%. As of December 31, 1999, the Company had an
outstanding balance of $5.0 million under the DCCLP Credit Facility. (See
Note 14.)
SENIOR CREDIT FACILITY
On April 8, 1999, LCC closed on a $75 million revolving credit facility
("Senior Credit Facility"). Borrowings under the Senior Credit Facility are
secured by all current and future assets of LCC. Interest on borrowings under
the Senior Credit Facility will accrue at variable rates. The total commitment
is to be fully reduced by March 31, 2005. Upon closing the Senior Credit
Facility, the Company had availability of $30 million. On September 13, 1999,
the Senior Credit Facility was amended and restated to increase the availability
$20 million for a total commitment of $50 million. As of December 31, 1999, the
Company had an oustanding balance of $49.5 million under the Senior Credit
Facility. Commencing with the quarter ended June 30, 2002, the borrowings under
the Senior Credit Facility will reduce quarterly at varying rates until it
matures at June 30, 2005. (See Note 14.)
SENIOR NOTES
On June 12, 1998, the Company issued $350 million of 12.25% Senior Notes
maturing in 2008 ("Senior Notes"). The net proceeds were used to finance the ATI
Acquisition described in Note 3, to purchase $122.0 million of securities
pledged to secure payment of the first six semi-annual interest payments on the
Senior Notes, which began on December 15, 1998, to fund capital expenditures and
for general corporate operations. The pledged securities are reflected as
restricted cash and investments in the Company's consolidated balance sheets.
The Notes are redeemable at the option of the Company in whole or in part, on or
after June 15, 2003, initially at 106.125%. Prior to June 15, 2001, the Company
may redeem up to 35% of the principal amount of the Notes at 112.25% with
proceeds from equity offerings, provided that at least $227.5 million remains
outstanding.
43
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. LONG-TERM DEBT: (CONTINUED)
MORTGAGE NOTES
The mortgage notes payable to the United States of America, through the
Rural Utilities Service ("RUS") and the Rural Telephone Bank ("RTB") with
interest rates ranging from 2% to 10.75% (weighted average of 4.94% as of
December 31, 1999) are due in quarterly or monthly installments maturing at
various dates from 2000 to 2028. The mortgage notes are secured by substantially
all the assets of Dobson Telephone and contain, among other things, restrictions
on the payment of dividends and redemption of capital stock, as defined. Under
the long-term debt agreements, Dobson Telephone is restricted, without RUS
approval, from making any loans to, or in any manner extending its credit to
various affiliates. The agreements also prohibit payment of dividends or
distributions or new investments in affiliated companies unless after such
action Dobson Telephone's current assets exceed its current liabilities and its
adjusted net worth (as defined in the agreement) is at least 40% of its adjusted
assets (as defined in the agreement), or, (ii) if smaller, the sum of 10% of its
adjusted assets, plus 30% of the excess of its adjusted net worth over 10% of
its adjusted assets, if any, plus 30% of the amount of any reduction of its
adjusted net worth resulting from the declaration or payment of dividends or
other distributions.
REVOLVING CREDIT FACILITY
On February 28, 1997, the Dobson Communications' bank credit agreement was
amended and restated to provide Dobson Communications with a $200 million
revolving credit facility maturing in 2005. Logix's portion of the initial
proceeds were used to refinance existing indebtedness, and for general corporate
purposes. In connection with the closing of the revolving credit facility,
Dobson Communications extinguished its then existing credit facility, and Logix
recognized a pretax loss of approximately $.4 million as a result of writing off
previously capitalized financing costs associated with the old revolving credit
facility which had been allocated to Logix. This loss has been reflected as an
extraordinary item, net of tax, in the Company's consolidated statement of
operations for the year ended December 31, 1997.
CAPITAL CONTRIBUTION
Effective December 31, 1997, Dobson Communications made a capital
contribution to the Company of approximately $11.5 million, which represented
the Company's outstanding portion of a revolving credit facility payable to
Dobson Communications.
FUTURE PAYMENTS
Minimum future payments of long-term debt for years subsequent to December
31, 1999, are as follows:
<TABLE>
<CAPTION>
($ IN THOUSANDS)
<S> <C>
2000........................................................ $ 1,404
2001........................................................ 1,306
2002........................................................ 1,433
2003........................................................ 1,482
2004........................................................ 1,535
2005 and thereafter......................................... 432,574
--------
$439,734
========
</TABLE>
44
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. EMPLOYEE BENEFIT PLAN:
401(K) PLAN
Dobson Communications maintains a 401(k) plan (the "Dobson 401(k) Plan") in
which substantially all employees of the Company are eligible to participate.
The Dobson 401(k) Plan requires the Company to match 100% of employees'
contributions up to 4% of their salary. Contributions to the Dobson 401(k) Plan
charged to the Company's operations were approximately $.05 million,
$.08 million and $.4 million during the years ended December 31, 1997, 1998 and
1999, respectively. (See Note 14.)
STOCK OPTION PLANS
The Company has adopted two stock option plans, the Logix Communications
Enterprises, Inc. 1998 Stock Option Plan (the "1998 Logix Plan") and the Logix
Communications Enterprises, Inc. 1999 Stock Option Plan (the "1999 Logix Plan").
The Company accounts for the 1998 Logix Plan and the 1999 Logix Plan under APB
Opinion 25, under which no compensation cost is recognized in the accompanying
consolidated financial statements if the option price is equal to or greater
than the fair market value of the stock at the time the option is granted.
Under the 1998 Logix Plan, the Board of Directors may grant both incentive
stock options and nonqualified stock options to key employees and directors.
Under the 1999 Logix Plan, the Board of Directors may grant both incentive stock
options and non-qualified stock options to key employees, independent
contractors and non-employee board members. Since the 1998 Logix Plan and the
1999 Logix Plan's adoption, stock options have been issued at the market price
on the date of grant with an expiration of ten years from the grant date. All of
the options vest at a rate of 20% per year. The Company has reserved 3,750,000
shares of authorized but unissued common stock for issuance under the 1998 Logix
Plan and 2,302,021 shares of authorized but unissued common stock for issuance
under the 1999 Logix Plan.
Stock options outstanding under the 1998 Logix Plan are presented for the
periods indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES OPTION PRICE RANGE
---------------- ------------------
<S> <C> <C>
Outstanding at December 31, 1997............ -- --
Granted..................................... 1,652,500 $ 2.00
Exercised................................... -- --
Canceled.................................... -- --
Outstanding December 31, 1998............... 1,652,500 $ 2.00
Exercisable at December 31, 1998............ -- --
Granted..................................... 1,509,500 $ 2.00-2.67
Exercised................................... -- --
Canceled.................................... 123,000 $ 2.00-2.67
Outstanding at December 31, 1999............ 3,039,000 $ 2.00-2.67
Excercisable at December 31, 1999........... 306,500 $ 2.00-2.67
</TABLE>
45
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. EMPLOYEE BENEFIT PLAN: (CONTINUED)
Stock options outstanding under the 1999 Logix Plan are presented for the
periods indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES OPTION PRICE RANGE
---------------- ------------------
<S> <C> <C>
Outstanding at December 31, 1998............ -- --
Granted..................................... 2,302,021 $ 2.67
Exercised................................... -- --
Canceled.................................... -- --
Outstanding at Decmeber 31, 1999............ 2,302,021 $ 2.67
Exercisable at December 31, 1999............ -- --
</TABLE>
The following schedule shows the Company's net loss and net loss per share
for the last year had compensation expense been determined consistent with the
Statement on Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation. The pro forma information presented below is based on several
assumptions and should not be viewed as indicative of the Company in future
periods.
<TABLE>
<CAPTION>
1998 1999
($ IN THOUSANDS, EXCEPT FOR PER SHARE DATA) -------- ---------
<S> <C> <C>
Net loss:
As reported.......................................... $(39,900) $(100,956)
Pro forma............................................ (39,646) (101,610)
Basic net loss per common share:
As reported.......................................... $ (.554) $ (1.42)
Pro Forma............................................ (.556) (1.43)
</TABLE>
Diluted net loss per common share had been omitted because the impact of
common stock equivalents is anti-dilutive.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1998 and 1999:
<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Interest rate........................................... 5.6% 6.39%
Dividend yield.......................................... -- --
Expected volatility..................................... 40.72% 52.35%
</TABLE>
The weighted average fair value of options granted in 1998 and 1999 using
the Black-Scholes option pricing model was $1.24 and $1.88, respectively,
assuming an expected life of ten years.
46
<PAGE>
7. TAXES:
Provision (benefit) for income taxes for the years ended December 31, 1997,
1998 and 1999, was as follows:
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- ----------
($ IN THOUSANDS)
<S> <C> <C> <C>
Federal income taxes--
Current.............................................. $303 $ -- $ --
Deferred............................................. 38 (1,070) --
State income taxes (current and deferred).............. (4) (201) --
---- ------- ----------
Total income tax provision (benefit)............... $337 $(1,271) $ --
==== ======= ==========
</TABLE>
The provisions for income taxes for the years ended December 31, 1997, 1998
and 1999, differ from amounts computed at the statutory rate as follows:
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
Income taxes at statutory rate (34%).............. $302 $(13,384) $(34,325)
Deferred investment credits amortized............. (39) (26) (9)
Amortization of excess of cost over original cost
of assets acquired.............................. 32 73 95
State income taxes, net of Federal income tax
effect.......................................... 23 (1,574) (4,038)
Other, net........................................ 19 3 19
Losses not benefitted............................. -- 13,637 38,258
---- -------- --------
$337 $ (1,271) $ --
==== ======== ========
</TABLE>
The tax effects of the temporary differences which gave rise to deferred tax
assets and liabilities at December 31, 1998 and 1999 were as follows:
<TABLE>
<CAPTION>
1998 1999
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
Current deferred income taxes:
Allowance for doubtful accounts....................... $ 252 $ 463
Accrued liabilities................................... 97 316
Deferred expenses..................................... -- --
Valuation allowance................................... (349) (779)
-------- --------
Net current deferred income tax asset............... -- --
-------- --------
Noncurrent deferred income taxes:
Fixed assets.......................................... (1,821) (6,691)
Intangibles........................................... 142 1,446
Net operating loss.................................... 14,967 56,361
Valuation allowance................................... (13,288) (51,116)
-------- --------
Net noncurrent deferred income tax asset............ -- --
-------- --------
Total deferred income taxes......................... $ -- $ --
======== ========
</TABLE>
At December 31, 1998 and 1999, the Company had a valuation allowance equal
to the entire net deferred tax asset as the Company believes it is more likely
than not that none of the deferred tax asset will be realizable in future
periods.
47
<PAGE>
7. TAXES: (CONTINUED)
The investment tax credits previously recorded by the Company for book
purposes have been deferred and are being amortized over the average lives of
the property giving rise to the credits. The Company had net operating loss
carryforwards of $148.3 million at December 31, 1999 which begin to expire in
2013.
8. RELATED PARTY TRANSACTIONS:
Beginning in 1997, Dobson Communications began to provide certain
administrative services, including accounting, information systems management,
human resource management and marketing to the company. During 1999, these
services were limited to the shared resource of Everett R. Dobson and aircraft
usage. Additionally, officers of the Company have also been or are currently
officers of Dobson Communications and various of its other subsidiaries. The
Company reimburses Dobson Communications based on Dobson Communications' cost of
providing the services. Dobson Communications is reimbursed for these costs
based on the Company's usage of such services. The total amount charged to the
Company for these administrative services and officer compensation was
$2.6 million, $4.3 million and $.7 million in 1997, 1998 and 1999, respectively.
Management believes these costs would not have been significantly different had
the costs been incurred directly by the Company.
The Company had receivables from Dobson Communications and certain of its
subsidiaries totaling $5.1 million and $1.2 million at December 31, 1998 and
1999, respectively. The 1998 receivables represent advances to these entities
net of repayments and intercompany allocations. The 1999 receivables represent
fees earned for services provided to affiliated companies of Dobson
Communications, less any fees owed to affiliated companies of Dobson
Communications for administrative services. The net receivables from these
affiliates have been reflected as receivables-affiliates in the accompanying
balance sheets.
The Company carries telephone traffic, provides long-haul fiber transport
services and provides network monitoring for affiliated companies of Dobson
Communications. Service charges of approximately $1.7 million, $1.8 million and
$2.8 million were earned from the affiliated companies for services provided
during 1997, 1998 and 1999 respectively, and are reflected in revenue in the
accompanying statements of operations.
The Company is a party to a tax sharing agreement with Dobson Communications
and its other subsidiaries. The Company, as a member of the affiliated group
with Dobson Communications, joins with Dobson Communications and its other
subsidiaries in filing a consolidated federal income tax return for tax periods
through December 31, 1999. Under the tax sharing agreement, each subsidiary's
contribution toward the group's consolidated federal income tax liability is
determined as if such party were at all times a separate taxpayer not included
in the group. Based on this determination of separate tax liability, each
subsidiary pays to Dobson Communications an amount in lieu of taxes equal to the
amount the subsidiary would be obligated to pay if it filed returns as a
separate taxpayer. If, but only to the extent that, the group realizes a tax
benefit for any taxable year as a result of the inclusion of a subsidiary's tax
items in the determination of tax liability of the group, Dobson Communications
will pay to the subsidiary an amount equal to such tax benefits realized. (See
Note 14.)
On January 24, 2000, Dobson Communications distributed Logix's stock to
certain of Dobson Communications' shareholders. (See Note 12.)
48
<PAGE>
9. ACCRUED EXPENSES:
The Company's accrued expenses as of December 31, 1998 and 1999, consisted
of the following:
<TABLE>
<CAPTION>
1998 1999
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
Interest.................................................... $1,939 $2,049
Taxes....................................................... 394 1,642
Wages....................................................... 1,169 3,674
Vacation and employee benefits.............................. 835 1,721
------ ------
Total accrued expenses.................................... $4,337 $9,086
====== ======
</TABLE>
10. REPORT OF BUSINESS SEGMENTS:
The Company operates in two reportable segments: ILEC and ICP. These
segments are strategic business units that offer different products and
services. These segments are managed separately because the ILEC segment is a
regulated public utility and the ICP segment is a competitive communications
provider. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies in Note 2. The
Company evaluates and measures performance of each segment based on EBITDA,
which is defined below and income (loss) before income taxes, extraordinary
items and cumulative effect of changes in accounting principle. The Company
accounts for intersegment sales and transfers as if the sales or transfers were
to third parties, that is, at current market prices. The Company allocates
corporate overhead, income taxes and amortization of deferred financing cost to
both segments. The segments do not have significant noncash items other than
depreciation and amortization in reported profit or loss. A summary of the
Company's operations by segment is as follows:
<TABLE>
<CAPTION>
1997
------------------------------
ILEC ICP(1) TOTAL
-------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
OPERATING INFORMATION:
Operating revenue--
External................................................ $15,361 $ 4,816 $20,177
Intersegment............................................ 109 301 410
Intersegment revenue(4)................................. -- -- (410)
------- ------- -------
Total operating revenue............................... $15,470 $ 5,117 $20,177
======= ======= =======
Adjusted EBITDA(2).......................................... $ 7,031 $ 1,142 $ 8,173
Depreciation and amortization............................... (3,260) (1,671) (4,931)
Interest expense(3)......................................... (1,297) (1,162) (2,459)
Interest income............................................. 15 -- 15
Other income (expense), net................................. (13) 101 88
------- ------- -------
Income (loss) before income taxes, extraordinary items
and cumulative effect of change in accounting
principle............................................. $ 2,476 $(1,590) $ 886
======= ======= =======
</TABLE>
49
<PAGE>
10. REPORT OF BUSINESS SEGMENTS: (CONTINUED)
<TABLE>
<CAPTION>
1998
------------------------------
ILEC ICP(1) TOTAL
-------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
OPERATING INFORMATION:
Operating revenue--
External................................................ $15,604 $ 52,099 $ 67,703
Intersegment............................................ -- 267 267
Intersegment revenue(4)................................. -- -- (267)
------- -------- --------
Total operating revenue............................... 15,604 52,366 67,703
------- -------- --------
Adjusted EBITDA(2)........................................ $ 8,414 $(16,129) $ (7,715)
Depreciation and amortization............................. (3,119) (9,268) (12,387)
Interest expense(3)....................................... (1,293) (24,613) (25,906)
Interest income........................................... 13 5,781 5,794
Other income (expense), net............................... 647 (505) 142
------- -------- --------
Income (loss) before income taxes, extraordinary items
and cumulative effect of change in accounting
principle........................................... $ 4,662 $(44,734) $(40,072)
======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
1999
--------------------------------
ILEC ICP(1) TOTAL
-------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C>
OPERATING INFORMATION:
Operating revenue--
External................................................ $15,642 $ 97,644 $ 113,286
Intersegment................................................ 19 5,142 5,161
Intersegment revenue(4)..................................... -- -- (5,161)
------- --------- ---------
Total operating revenue............................... $15,661 $ 102,786 $ 113,286
------- --------- ---------
Adjusted EBITDA(2)........................................ $ 8,976 $ (46,647) $ (37,671)
Depreciation and amortization............................. (2,926) (18,112) (21,038)
Interest expense(3)....................................... (1,367) (46,496) (47,863)
Interest income........................................... 7 5,764 5,771
Other income (expense), net............................... -- (155) (155)
------- --------- ---------
Income (loss) before income taxes, extraordinary items
and cumulative effect of change in accounting
principle........................................... $ 4,690 $(105,646) $(100,956)
======= ========= =========
</TABLE>
50
<PAGE>
10. REPORT OF BUSINESS SEGMENTS: (CONTINUED)
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
INVESTMENT INFORMATION:
Segment assets--
ILEC.................................................... $ 43,269 $ 47,978 $ 55,965
ICP(1).................................................. 22,454 351,231 300,846
Intersegment receivables(4)............................. (13,770) (6,788) (2,150)
-------- -------- --------
Total segment assets.................................. $ 51,953 $392,421 $354,661
======== ======== ========
OTHER INFORMATION:
Capital expenditures--
ILEC.................................................... $ 952 $ 2,011 $ 11,389
ICP..................................................... 4,470 53,209 36,037
-------- -------- --------
Total capital expenditures............................ $ 5,422 $ 55,220 $ 47,426
======== ======== ========
</TABLE>
- - ------------------------
1) In 1997, ICP consists mainly of the fiber operations and network operations.
2) Adjusted EBITDA, as defined by the Company, represents earnings before
interest expense, income taxes, depreciation and amortization, other income
(expense) and extraordinary items and the cumulative effect of changes in
accounting principle.
3) Included in interest expense is amortization expense of deferred financing
costs.
4) The intersegment eliminations were included to reconcile reportable segment
activities to the Company's consolidated totals.
11. INVESTMENT IN UNCONSOLIDATED PARTNERSHIP:
The Company owns a 20% interest in the Forte of Colorado, General
Partnership. This investment is accounted for on the equity method. The
following is a summary of the significant financial information for the Forte of
Colorado, General Partnership as of and for the years ended December 31, 1997,
1998 and 1999:
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
Current assets.............................................. $ 565 $1,147 $1,040
Other assets................................................ 7,913 7,002 5,907
Current liabilities......................................... 1,378 1,893 1,771
Other liabilities........................................... 4,851 3,182 1,646
Partners' capital........................................... 2,249 3,075 3,529
Revenue..................................................... 2,010 2,556 1,760
Operating income............................................ 730 1,133 623
Net income.................................................. 411 825 455
</TABLE>
51
<PAGE>
12. COMMITMENTS:
In May 1998, the Company entered into a carrier service agreement with a
minimum commitment totaling $8.3 million for a period of 36 months. Under this
agreement, the Company agreed to purchase on a take-or-pay basis, $.25 million
of monthly services beginning in October 1998 through the end of the agreement.
In January 2000, the Company amended its agreement to reduce its minimum
commitment to $7.4 million and to extend the term of the agreement six
additional months for a total of 42 months. Of this commitment, $3.3 million
remained at December 31, 1999.
In June 1998, the Company entered into a carrier service agreement with a
minimum commitment totaling $18 million for a period of 36 months. Under this
agreement, the Company agreed to purchase on a take-or-pay basis, $.5 million of
monthly services, beginning in January 1999. Additionally, the Company must
purchase at least 80 percent of its monthly services as defined in the agreement
from the carrier until the earlier of the purchasing cumulative monthly services
of $36 million or reaching the end of the agreement. In December 1999, the
Company amended its agreement to reduce its minimum monthly commitment from $.5
million to $.4 million, effective in January 2000 through the end of the
agreement. Of this commitment, $5.4 million remained at December 31, 1999.
In June 1998, the Company entered into an equipment supply agreement in
which the Company agreed to purchase $25.2 million of switching equipment
between June 30, 1998, and June 30, 2000, for ICP operations. Of this
commitment, $10.8 million remained at December 31, 1999.
In June 1998, the Company entered into an agreement to purchase certain
customer support services for a period of 60 months together with related
equipment. Under this agreement, the Company has agreed to pay $13.7 million
from July 1998 through July 2003. Of this commitment, $6.6 million remained at
December 31, 1999.
Effective September 1, 1998, Dobson Communications entered into a consulting
agreement with Russell L. Dobson. Under the terms of the agreement, Mr. Dobson
has been retained from September 1, 1998, through August 31, 2008, to perform
certain services for the Company. In exchange for Mr. Dobson's services to the
Company, the Company will provide monthly compensation of $15,000 and insurance
benefits commensurate with the Company's employee plan.
Future minimum lease payments required under operating leases that have an
initial or remaining noncancellable lease term in excess of one year at December
31, 1999, are as follows:
<TABLE>
<CAPTION>
($ IN THOUSANDS)
<S> <C>
2000........................................................ $ 3,959
2001........................................................ 3,388
2002........................................................ 3,087
2003........................................................ 2,987
2004........................................................ 2,955
2005 and thereafter......................................... 11,543
</TABLE>
Lease expense under the above leases was approximately $.2 million,
$1.3 million and $4.0 million for the years ended December 31, 1997, 1998 and
1999, respectively.
On January 24, 2000, Dobson Communications distributed the stock of Logix to
the holders of its old Class A Common Stock and Class D Preferred Stock. Dobson
Communications executed an agreement with DCCLP under which it agreed not to
take any action which may result in Dobson Communications recognizing taxable
income because of the Logix spin-off, unless, DCCLP causes Logix to execute an
indemnity agreement with Dobson Communications whereby Logix will indemnify
Dobson Communications for any income tax, together with any penalties or
interest thereon, incurred by Dobson Communications solely attributable to the
distribution of Logix stock and arising as a result of the actions of the Logix
shareholders.
52
<PAGE>
13. FAIR VALUE OF FINANCIAL INSTRUMENTS:
Unless otherwise noted, the carrying value of the Company's financial
instruments approximates fair value. The Company estimates the fair value of its
long-term debt using a discounted cash flow analysis based on the current rates
available to the Company for debt with similar terms and remaining maturation or
based on the current quoted market price for the debt.
Indicated below are the carrying amounts and estimated fair values of the
Company's financial instruments as of December 31:
<TABLE>
<CAPTION>
1998 1999
---------------------- ----------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
--------- ---------- --------- ----------
($ IN THOUSANDS)
<S> <C> <C> <C> <C>
Senior notes........................... $350,000 $332,500 $350,000 $262,500
Mortgage notes payable................. 27,638 26,442 35,234 18,227
Senior credit facility................. -- -- 49,500 49,500
DCCLP credit facility.................. -- -- 5,000 5,000
</TABLE>
14. SUBSEQUENT EVENTS:
Effective January 1, 2000, Logix created a 401(k) plan ("Logix 401(k) Plan")
to replace the Dobson 401(k) Plan. The Logix employees prorata portion of the
Dobson 401(k) Plan was transferred to the Logix 401(k) Plan. The Logix 401(k)
Plan has the same terms and conditions as the Dobson 401(k) Plan.
On January 24, 2000, Dobson Communications distributed Logix's stock to
certain of Dobson Communications' shareholders. In connection with the
distribution, the tax sharing agreement with Dobson Communications was
terminated. As a result of the termination, Logix may owe Dobson Communications
a net tax settlement.
On March 16, 2000, the Company reported changes in certain of its executive
officers. As a result of the changes in executive officers and a reorganization,
the Company expects to incur approximately $2.7 million in severance costs in
the first quarter of 2000.
On March 16, 2000, the Company increased its availability on the DCCLP
Credit Facility from $20 million to $50 million. Of the additional $30 million
in proceeds, $10 million was utilized to pay down the Senior Credit Facility and
the remaining availability will be utilized to fund operations.
On March 30, 2000, the Company issued 90,000 shares of 15% Class A Preferred
Stock to DCCLP manditorily redeemable in 2010 for $1,000 per share ("Preferred
Stock"). The net proceeds from the Preferred Stock were used to repay the Senior
Credit Facility and to convert amounts outstanding under the DCCLP Credit
Facility. Logix will recognize a pretax loss of approximately $2.6 million as a
result of writing off previously capitalized financing costs associated with the
Senior Credit Facility; however, preliminary estimates indicate that any such
settlement would be immaterial to the Company's financial results. Holders of
the Preferred Stock are entitled to cumulative dividends from the date of
issuance and a liquidation preference of $1,000 per share with rights over the
other classes of capital stock and junior to the Senior Notes. Additionally, the
Preferred Stock is redeemable at our option. Holders of the Preferred Stock have
no voting rights.
53
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our directors, executive officers and other key employees are set forth
below. Certain of our officers and directors hold or have held positions in our
former parent company, Dobson Communications, and several of its subsidiaries.
The ages of the persons set forth below are as of March 24, 2000.
Our Board of Directors presently consists of six directors. Our directors
are elected to serve until they resign or are removed, or are otherwise
disqualified to serve, or until their successors are elected and qualified. Our
directors serve staggered three-year terms. Our executive officers serve at the
discretion of our Board of Directors. Our officers are appointed at the Board's
first meeting after each annual meeting of stockholders.
<TABLE>
<CAPTION>
NAME AGE POSITION
- - ---- -------- --------------------------------------------------------
<S> <C> <C>
Albert H. Pharis, Jr........ 50 Chief Executive Officer and Director
Craig T. Sheetz............. 40 Executive Vice President and Chief Financial Officer
Matthew L. Asmus............ 34 Executive Vice President and Chief Operating Officer
James R. Rutherford......... 42 President of Dobson Telephone and Vice President Network
Deployment
Herbert K. Kenney........... 52 Vice President, Secretary and General Counsel
Brian W. Boone.............. 30 Treasurer
Leigh Ann Ihrig............. 26 Controller and Assistant Secretary
Jeffrey J. Mnick............ 37 Senior Vice President of Sales
John W. Gray, Jr............ 37 Vice President--Regulatory
Glenn A. Taylor............. 33 Vice President of Service
Everett R. Dobson(1)........ 40 Chairman of the Board
Stephen T. Dobson(1)........ 37 Vice Chairman of the Board
Russell L. Dobson(1)........ 65 Director
Justin L. Jaschke........... 41 Director
Dana L. Schmaltz............ 33 Director
</TABLE>
- - ------------------------
(1) Everett R. Dobson and Stephen T. Dobson are sons of Russell L. Dobson.
ALBERT H. PHARIS, JR. has served as Chief Executive Officer since October
1999. He also became a director of Logix in December 1998. Mr. Pharis served as
President, Chief Executive Officer and Director of Sygnet Communications, Inc.
from 1985 to December in 1998. He has been active as a board member of CTIA
since 1985 and as a member of its CTIA Executive Committee since 1989. He has
also been Chairman of its Small Operators Caucus.
CRAIG T. SHEETZ has served as Chief Financial Officer since March 2000. Mr.
Sheetz served as Executive Vice President and Chief Operating Officer of Dobson
Communications from December 1998 to March 2000. Previously, he served as Vice
President, Chief Financial Officer and Treasurer of Sygnet Wireless, Inc. from
1990 to 1998. Prior to that, Mr. Sheetz served as Assistant Vice President at
Mellon Bank and PNC Bank where he specialized in the media and
telecommunications industries. Mr. Sheetz holds a B.A. in Economics from Albion
College and an M.B.A. from the University of Rochester.
54
<PAGE>
MATTHEW L. ASMUS has served as our Executive Vice President and Chief
Operating Officer since March 2000. Previously, he served as Senior Vice
President of Operations and Vice President of Services. Prior to joining us, Mr.
Asmus worked for American Telco from January 1991 to June 1998. Mr. Asmus was
responsible for field service operations, dedicated access services, operator
services and carrier access billing. Mr. Asmus holds a B.B.A. from Sam Houston
University.
JAMES R. RUTHERFORD has served as Vice President of Network Deployment since
January 1999 and President of Dobson Telephone Company, Inc., since March 1998.
Mr. Rutherford has been employed by Dobson Telephone and its subsidiaries since
1988 and has worked in various capacities, including manager and coordinator of
contract engineering and construction, outside plant manager, general manager,
and assisted in the start-up and development of our ICP operations. Prior to
joining Dobson Telephone, Mr. Rutherford was employed by C.H. Guernsey & Co., a
telecommunications engineering firm, for ten years working in outside plant
engineering and design, and project coordination. He serves as a director of the
Oklahoma High Cost Fund Board and is actively involved in the Oklahoma Telephone
Association and the Western Rural Telephone Association industry organizations.
In addition, Mr. Rutherford serves on the Oklahoma Rural Telephone Companies
technical and regulatory committees.
HERBERT K. KENNEY has served as our General Counsel and Secretary since May
1999. Mr. Kenney was Of Counsel with Britton, Gray and Hill from January 1999
through April 1999. He was Of Counsel for Stephen A. Sherman & Associates from
January 1998 through December 1998. Mr. Kenney practiced law as a sole
practitioner from January 1996 to December 1997. Prior to that he was the
Litigation Section Chief for the Resolution Trust Corporation (FDIC) from July
1992 to December 1995. Mr. Kenney received his J.D. from the University of
Oklahoma College of Law and holds a B.A. from Rice University.
BRIAN W. BOONE, CPA has served as our Treasurer since December 1998. From
1992 to November 1998, Mr. Boone was an audit and business advisory manager for
Arthur Andersen LLP where he served both publicly and privately held companies
in the telecommunications and utility industries. He managed various projects
including annual audits, quarterly reviews, acquisition due diligence, debt and
equity public offerings and various consultation matters on accounting and
finance issues. He graduated from the University of Oklahoma with a Bachelor of
Accountancy degree. In addition, Mr. Boone is a member of the National Investor
Relations Instititute and the American Institute of Certified Public
Accountants.
LEIGH ANN IHRIG, CPA has served as our Controller and Assistant Secretary
since April 1999. Ms. Ihrig joined us from Dobson Communications where she
served as Assistant Controller and Financial Reporting Manager since July of
1997. Prior to joining Dobson Communications, Ms. Ihrig was a senior auditor for
Ernst & Young LLP from September 1994 through July 1997, where she served both
publicly and privately held companies in the telecommunications, aerospace and
defense and high technology industries. She graduated from Oklahoma State
University with a B.S. in Accounting in 1994. In addition, Ms. Ihrig is a member
of the American Institute of Certified Public Accountants.
JEFFREY J. MNICK has served as Senior Vice President of Sales since February
2000. Mr. Mnick joined Logix in February 1998 and has served as Director of
Sales and Vice President of Sales. Before joining Logix, he was a District Sales
Manager for Intermedia Communications, Inc. from October 1996 to February 1998.
From March 1996 to October 1996, he served as Regional Sales Manager for
Business Telecom, Inc. and from October 1994 to March 1996 he served as General
Manager for MCI Direct. Mr. Mnick holds a B.S. in business administration from
Wake Forest University.
JOHN W. GRAY, JR. has served as our Vice President of Regulatory since March
1998. From July 1989 to March 1998, he served as lead counsel for the Oklahoma
Corporation Commission. Currently, Mr. Gray serves on a number of national and
state communications committees including the State Regulatory
55
<PAGE>
Affairs Committees for Comptel and the Association of Local Telecommunications
Services. He received his J.D. from the University of Tulsa College of Law and
holds a Bachelor of Criminal Justice form the University of Nebraska.
GLENN A. TAYLOR has served as Vice President of Service since March 2000. He
joined Logix in June 1998 as Director of Account Consultants. Prior to joining
us, Mr. Taylor worked for American Telco from August 1992 to June 1998. He held
the positions of Sales Representative, Sales Support Consultant, District Sales
Manager and District Service Manager. Mr. Taylor holds an associate of applied
science degree from the Universal Technical Institute.
EVERETT R. DOBSON has served as Chairman of the Board and Secretary since
our formation in December 1997 and as a director and officer of Dobson
Communications since 1982. He also served as our Chief Executive Officer from
December 1997 until October 1999. From 1990 to 1996, he served as a director,
President and Chief Operating Officer of Dobson Communications. He was elected
Chairman of the Board and Chief Executive Officer of Dobson Communications in
April 1996. Mr. Dobson served on the board of the Cellular Telecommunications
Industry Association in 1993 and 1994. He holds a B.A. in Economics from
Southwestern Oklahoma State University and currently sits on its SWOSU
Foundation Board and chairs its investment committee.
STEPHEN T. DOBSON has served as our Vice Chairman and as a director since
October 1999, and has been one of our executive officers since our incorporation
in 1997. He has been a director of Dobson Communications since 1990. He served
as Treasurer of Dobson Communications from 1990 until September 1998, and he has
served as Secretary of Dobson Communications since 1990. He has also served as
General Manager and Secretary of Dobson Telephone since 1994 and 1990,
respectively. He became President of Logix Communications Corporation in January
1997. He holds a B.S. in finance from the University of Central Oklahoma.
RUSSELL L. DOBSON has served as a director of Dobson Communications since
1990 and our director since our incorporation in 1997. He was Chairman of the
Board and Chief Executive Officer from 1990 to 1996. Mr. Dobson joined his
father at Dobson Telephone in 1956 and became the controlling owner and Chief
Executive Officer in 1975 when he purchased his father's interest. He has been
active in many industry-related groups, including the Oklahoma Telephone
Association, Western Rural Telephone Association and Organization for the
Protection and Advancement of Small Telephone Companies.
JUSTIN L. JASCHKE has served as a director of Dobson Communications since
October 1996 and as our director since our incorporation in 1997. Mr. Jaschke
has been the Chief Executive Officer and director of Verio Inc., a privately
held Internet services provider based in Englewood, Colorado, since its
inception in March 1996. Prior to March 1996, Mr. Jaschke served as Chief
Operating Officer for Nextel Communications, Inc. following its merger with
OneComm Corporation in July 1995. From May 1990 to April 1993, Mr. Jaschke
served as President and Chief Executive Officer of Bay Area Cellular Telephone
Company. Mr. Jaschke served as OneComm's President and a member of its Board of
Directors from April 1993 until its merger with Nextel. Mr. Jaschke currently
serves on the Board of Directors of Metricom, Inc., a wireless data
communications provider. Mr. Jaschke has a B.S. in mathematics from the
University of Puget Sound and an M.S. in management from the Massachusetts
Institute of Technology Sloan School of Management.
DANA L. SCHMALTZ has served as a director in accordance with the terms of
our stockholders' agreement, dated December 23, 1998, between Dobson
Communications and John W. Childs Associates and entities which he owns or
controls and their co-investors. Mr. Schmaltz is a Vice President of J.W. Childs
Associates, Inc. and has been at J.W. Childs Associates, Inc. since February
1997. From 1995 to 1997, Mr. Schmaltz was an associate at DLJ Merchant Banking,
Inc. Mr. Schmaltz received an A.B. from Dartmouth
56
<PAGE>
College in 1989. Mr. Schmaltz graduated from the Harvard Graduate School of
Business Administration in 1995.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation during
1997, 1998 and 1999 earned by our chief executive officer and our other four
most highly compensated executive officers whose annual compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES UNDERLYING OPTION
AWARDS (# OF SHARES)(4)
-------------------------------
ANNUAL COMPENSATION DOBSON
------------------------ OTHER ANNUAL COMMUNICATIONS 1998 AND 1999
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($)(2) COMPENSATION($)(3) PLAN LOGIX PLANS
- - ------------------------------ -------- --------- ------------ ------------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Everett R. Dobson(5) ........ 1997 69,000 46,000 -- -- --
Chairman of the Board and 1998 152,160 -- -- -- --
Chief Executive Officer 1999 135,000 -- -- -- --
Albert H. Pharis, Jr.(8) .... 1997 -- -- -- -- --
Chief Executive Officer 1998 -- -- -- 106,952 --
1999 69,000 -- -- -- 2,302,021
Stephen T. Dobson ........... 1997 100,000 75,000 -- -- --
Vice Chairman 1998 155,200 80,000 32,400(9) -- --
1999 200,000 180,000 77,400(9) -- --
William J. Hoffman, Jr. 1997 37,400 14,800(11) -- -- --
(10) ...................... 1998 136,100 99,500 -- 85,253 1,042,500
Executive Vice President and 1999 160,000 138,000 -- -- 375,000
Chief Operating Officer
Geoffrey M. Boyd (10) ....... 1997 -- -- -- 85,253 --
Executive Vice President and 1998 19,800 -- -- 69,718 210,000
Chief Financial Officer 1999 137,000 36,000 -- -- 375,000
Darren K. Johnston (12) ..... 1997 -- -- -- -- --
Vice President of Sales 1998 73,500 134,500 -- -- 40,000
1999 124,500 106,500 -- -- 40,000
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION(1) COMPENSATION($)
- - ------------------------------ ----------------
<S> <C>
Everett R. Dobson(5) ........ 2,200(6)
Chairman of the Board and 2,560(6)
Chief Executive Officer --
Albert H. Pharis, Jr.(8) .... --
Chief Executive Officer --
--
Stephen T. Dobson ........... 6,500(6)
Vice Chairman 4,700(6)
8,400(7)
William J. Hoffman, Jr. --
(10) ...................... --
Executive Vice President and 5,500(7)
Chief Operating Officer
Geoffrey M. Boyd (10) ....... --
Executive Vice President and --
Chief Financial Officer 5,900(7)
Darren K. Johnston (12) ..... --
Vice President of Sales --
--
</TABLE>
- - ------------------------------
(1) Certain of our officers are also officers of Dobson Communications and
certain of its subsidiaries.
(2) The bonus amount is reflected in the year earned, regardless of when the
bonus was paid.
(3) Represents the value of perquisites and other personal benefits in excess of
10% of annual salary and bonus.
(4) Key employees of ours have participated in both the Dobson Communications
Plan and the Logix Plan.
(5) Everett R. Dobson is compensated by Dobson Communications, a portion of
which is allocated to us. The above table only includes that portion of his
annual compensation which is allocated to us. See Item 13, Certain
Relationships and Related Transactions.
(6) Includes the matching contributions made by Dobson Communications to the
account of the executive officer under Dobson Communications 401(k) Profit
Sharing Plan.
(7) Includes the matching contributions made by us to the account of the
executive officer under our 401(k) Profit Sharing Plan.
(8) Albert H. Pharis, Jr. also receives a consulting fee from Dobson
Communications.
(9) Includes $16,100 and $61,700 for personal use of Dobson Communications
aircraft and $16,300 $15,700, for a company-provided vehicle in 1998 and
1999, respectively.
(10) Ceased to be an officer in March 2000.
(11) Includes $10,000 received upon commencement of employment.
(12) Ceased to be an officer in February 2000.
57
<PAGE>
The Named Executive Officers listed below were granted options to purchase
shares of our common stock in 1999. No stock options were exercised by the Named
Executive Officers in 1999:
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------ POTENTIAL REALIZABLE VALUE
PERCENT OF AT ANNUAL RATES OF STOCK
TOTAL OPTIONS EXERCISE APPRECIATION FOR OPTION
NUMBER GRANTED TO PRICE TERM(1)
OPTIONS EMPLOYEES IN ($/ EXPIRATION ---------------------------
NAME GRANTED 1999 SHARE) DATE 5% ($) 10% ($)
- - ---- --------- ------------- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1998 LOGIX PLAN
William J. Hoffman, Jr....... 375,000 24.8% $2.67 11/4/99 629,681 1,595,735
Geoffrey M. Boyd............. 375,000 24.8% 2.67 11/4/99 629,681 1,595,735
Darren K. Johnston........... 40,000 2.6% 2.67 11/4/99 67,166 170,212
1999 LOGIX PLAN
Albert H. Pharis, Jr......... 2,302,021 100.0% $2.67 11/4/09 3,865,435 9,795,772
</TABLE>
- - ------------------------
(1) The assumed annual rates of stock price appreciation of 5% and 10% are set
by the Securities and Exchange Commission and are not intended as a forecast
of possible future appreciation in stock prices.
1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
------------------------------------------
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT 12/31/99 (#) AT 12/31/99 ($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE(1) UNEXERCISABLE
- - ---- ------------------- --------------------
<S> <C> <C>
1998 LOGIX PLAN
William J. Hoffman, Jr............................... 208,500/1,209,000 $ 139,695/$558,780
Geoffrey M. Boyd..................................... 42,000/543,000 $ 28,140/$112,560
Darren K. Johnston................................... 8,000/72,000 $ 5,360/$21,440
1999 LOGIX PLAN
Albert H. Pharis, Jr................................. 0/2,302,021 --
DOBSON COMMUNICATIONS PLAN(2)
Albert H. Pharis, Jr................................. 21,390/85,562 $359,870/$1,439,193
William J. Hoffman, Jr............................... 34,101/91,192 $710,324/$1,065,496
Geoffrey M. Boyd..................................... 48,045/106,926 $984,463/$2,099,523
</TABLE>
- - ------------------------
(1) The value of unexercised in-the-money options at December 31, 1999 is
computed as the product of (i) stock value at December 31, 1999 less stock
option exercise price and (ii) number of underlying securities at December
31, 1999.
(2) The stock value at December 31, 1999, is assumed to be $22 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, the members of our compensation committee were Russell L.
Dobson and Dana L. Schmaltz. Russell L. Dobson previously served as Chairman of
the Board and Chief Executive Officer from 1990 to 1996 and is the father of
Everett and Stephen Dobson. For a description of certain transactions between
Mr. Dobson and us, see Item 13. Certain Relationships and Related Transactions.
58
<PAGE>
EMPLOYMENT AGREEMENTS
Effective December 23, 1998, Albert H. Pharis, Jr. became a consultant to
Dobson Communications, to assist Dobson Communications on an as-needed basis,
for term of five years. Mr. Pharis received a fee of $40,000 for the first 90
days of such consulting period and an annual fee of $60,000 thereafter to be
paid by Dobson Communications. In addition, Mr. Pharis received options to
purchase 833 shares of the Dobson Communications Class B Common Stock at an
exercise price of $665 per share. Mr. Pharis' options vests ratable over a
five-year period and fully vests upon a change of control of Dobson
Communications. In connection with the employment of Mr. Pharis in 1999, we
agreed to provide initial compensation in the form of a combination of salary,
bonus, stock options and other benefits. The terms of Mr. Pharis's employment
are an initial salary of $300,000, bonus of up to 50% of his annual salary, and
options to purchase an aggregate of 2,302,021 shares of our common stock
pursuant to the 1999 Logix Stock Option Plan. Mr. Pharis's options vest at the
rate of 20% per year for five years on each anniversary date of the grant and
carry an exercise price of $2.67 per share. Mr. Pharis is also entitled to an
additional option grant equal to 2% of our equity when our company attains a
valuation of $500 million. In the event of a change of control within one year
of employment, Mr. Pharis is guaranteed $3 million pre-tax through a combination
of option exercise and cash.
Effective March 10, 2000, Matthew L. Asmus became our Executive Vice
President and Chief Operating Officer and we agreed to provide initial
compensation in the form of a combination of salary, bonus, stock options and
other benefits. Mr. Asmus will receive an annual salary of $180,000 and annual
bonus up to 50% of his annual base salary. Mr. Asmus will also receive, pursuant
to the 1998 Logix Stock Option Plan, an option to purchase an aggregate of
1,000,000 shares of our common stock over a ten year term at an exercise price
of $2.67 per share, which options vest at the rate of 20% on each anniversary
date of the grant. In the event of a change in control during Mr. Asmus's
employment, he is guaranteed $1 million pre-tax through a combination of option
exercise and cash.
Effective March 22, 2000, Craig T. Sheetz became our Executive Vice
President and Chief Financial Officer. We agreed to provide initial compensation
in the form of a combination of salary, bonus, stock options and other benefits.
Mr. Sheetz will receive an annual salary of $195,000 and annual bonus up to 50%
of his annual base salary. Mr. Sheetz will also receive, pursuant to the 1998
Logix Stock Option Plan, an option to purchase an aggregate of 1,000,000 shares
of our common stock over a ten year term at an exercise price of $2.67 per
share, which options vest at the rate of 20% on each anniversary date of the
grant. In the event of a change in control during Mr. Sheetz' employment, he is
guaranteed $1 million pre-tax through a combination of option exercise and cash.
During 1999 and until March 15, 2000, we had an employment agreement with
William J. Hoffman, Jr., providing him with salary, bonus, stock options and
other benefits. Under this agreement, in 1999 we paid Mr. Hoffman an annual
salary of $160,000, an annual bonus of $138,000 and other benefits.
Mr. Hoffman's employment agreement also provided for a severance payment equal
to one year's salary in the event of termination of employment of Mr. Hoffman
without cause. Effective August 1, 1998, we granted to Mr. Hoffman options to
purchase an aggregate of 1,042,500 shares of our common stock at an exercise
price of $2.00 per share under his employment agreement. In November 1999,
Mr. Hoffman was also granted options to purchase an additional 375,000 shares of
our common stock at an exercise price of $2.67 per share. Mr. Hoffman ceased to
be an officer in March 2000. As part of his severance arrangement we agreed to
pay Mr. Hoffman a continuing annual salary of $175,000 plus 34% of this annual
salary in lieu of all incentive compensation from March 15, 2000 until
March 14, 2003. In addition, he will receive $50,000 in exchange for his vested
stock options and certain insurance benefits through March 14, 2003.
During 1999 and until March 21, 2000, we had an employment agreement with
Geoffrey M. Boyd, under which we agreed to provide compensation in the form of a
combination of salary, bonus, stock options and other benefits. Under this
agreement, in 1999 we paid Mr. Boyd a salary of $137,000, a bonus
59
<PAGE>
of $36,000 and other benefits. In November 1998, we granted him an option to
purchase up to 210,000 shares of our common stock at an exercise price of
$2.00 per share under his employment agreement. In November 1999, Mr. Boyd was
granted an option to purchase an additional 375,000 shares of our common stock
at $2.67 per share under his employment agreement. Mr. Boyd ceased to be an
officer in March 2000.
Effective September 1, 1998, Dobson Communications entered into a consulting
agreement with Russell L. Dobson. Under the terms of the agreement, Mr. Dobson
has been retained by us from September 1, 1998, through August 31, 2008, to
perform certain services for us. In exchange for Mr. Dobson's services, we will
provide monthly compensation of $15,000 and insurance benefits commensurate with
our employee plan. In addition, Mr. Dobson has agreed not to compete with us.
During 1998, Mr. Dobson was paid $.2 million by Dobson Communications and this
amount was allocated entirely to us. In 1999, we paid Mr. Dobson $.2 million.
BOARD COMMITTEES
Our compensation committee currently consists of two members of our board of
directors, Russell L. Dobson and Dana L. Schmaltz. The compensation committee
reviews and evaluates the salaries, supplemental compensation and benefits of
our officers, reviews general policy matters relating to compensation and
benefits of our employees and makes recommendations concerning these matters to
the board of directors. The compensation committee also administers our 1998 and
1999 stock option plans. Each of our directors also serves on the Board of
Directors of Dobson Communications and on the Boards of Directors of various
subsidiaries of Dobson Communications. Mr. Schmaltz and Mr. Russell Dobson
constitute the compensation committee for Dobson Communications and its other
subsidiaries, so they also participate in the deliberations concerning executive
officers' compensation for Dobson Communications and its subsidiaries.
Our audit committee currently consists of Russell L. Dobson and Dana L.
Schmaltz. The audit committee reviews with our independent auditor, the scope
and timing of its audit services, the auditor's report on our financial
statements following completion of its audit and our policies and procedures
with respect to internal accounting and financial controls. In addition, the
audit committee makes annual recommendations to our board of directors for the
appointment of independent auditors for the following year.
DIRECTOR COMPENSATION
We reimburse directors for out-of-pocket expenses incurred in attending
board meetings. Directors who also serve as officers or consultants do not
receive additional compensation for services rendered as directors.
60
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information, as of March 24, 2000, concerning
beneficial ownership of our Common Stock by:
- each person known by us to beneficially own more than 5% of such stock,;
- each of our directors and our chief executive officer and each of our
other four most highly compensated executive officers; and
- all directors, director nominees and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------
PERCENT OF
NUMBER OF TOTAL
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES VOTING POWER
- - ------------------------------------ ---------- ------------
<S> <C> <C>
Everett R. Dobson(1)........................................ 62,526,852 87.8%
13439 N. Broadway Ext.
Oklahoma City, OK 73114
Russell L. Dobson........................................... 416,404 *
13439 N. Broadway Ext.
Oklahoma City, OK 73114
John W. Childs(2)(3)........................................ 6,351,844 8.9%
One Federal St., 21st Floor
Boston, MA 02110
c/o J.W. Childs Equity Partners II, L.P.
J.W. Childs Equity Partners II, L.P.(2)(3).................. 6,351,844 8.9%
One Federal St., 21st Floor
Boston, MA 02110
Dana L. Schmaltz(3)......................................... 6,351,844 8.9%
One Federal St., 21st Floor
Boston, MA 02110
Dobson Equity, LLC(4)(5)(6)(7)(8)
Albert H. Pharis, Jr.(4).................................... 202,657 *
3555 N.W. 58th St.
Oklahoma City, OK 73112
William J. Hoffman, Jr.(5).................................. 202,657 *
3555 N.W. 58th St.
Oklahoma City, OK 73112
Geoffrey M. Boyd(6)......................................... 202,657 *
3555 N.W. 58th St.
Oklahoma City, OK 73112
James R. Rutherford(7)...................................... 202,657 *
3555 N.W. 58th St.
Oklahoma City, OK 73112
Justin L. Jaschke(8)........................................ 202,657 *
3555 N.W. 58th St.
Oklahoma City, OK 73112
All directors and executive officers as a group (8
persons).................................................... 69,497,758 97.5%
</TABLE>
- - ------------------------
* Less than 1%.
61
<PAGE>
(1) All such shares are held by Dobson CC Limited Partnership. As the president
and sole director and shareholder of RLD, Inc., the general partner of
Dobson CC Limited Partnership, Everett R. Dobson has voting and investment
power with respect to such shares.
(2) Includes 278,264 shares of our common stock owned by John W. Childs. The
remaining shares are owned by J.W. Childs Equity Partners II, L.P. and
affiliated entities and co-investors. John W. Childs may be deemed to be the
beneficial owner of the shares beneficially owned by J.W. Childs Equity
Partners II, L.P. and its affiliated entities and co-investors. John W.
Childs disclaims beneficial ownership of such shares. J. W. Childs Equity
Partners II, L.P. may be deemed to be the beneficial owner of the shares of
our common stock beneficially owned by its affiliates and co-investors,
including John W. Childs. J.W. Childs Equity Partners II, L.P. disclaims
ownership of such shares. In addition, each of (i) J.W. Childs Advisors II,
L.P., the general partner of J.W. Childs Equity Partners II, L.P., (ii) J.W.
Associates, L.P., the general partner of J.W. Childs Advisors II, L.P.,
(iii) J.W. Associates, Inc., the general partner of J.W. Childs Associates,
L.P., which is owned and controlled by John W. Childs, and (iv) Richard S.
Childs, James E. Childs, Timothy J. Healy, Glenn A. Hopkins, Jerry D. Horn,
B. Lane MacDonald, Raymond B. Rudy, Dana L. Schmaltz, Steven G. Segal, Adam
L. Suttin, Edward D. Yun, Ed Kozlowski, Jim Murphy, Benno C. Schmidt, Mario
Soussou, Samuel A. Anderson, Bob Elman and Bill Watts, as co-investors, and
their respective affiliated entities that own shares of our common stock,
may be deemed to beneficially own the shares of our common stock
beneficially owned or deemed to be beneficially owned by J. W. Childs Equity
Partners II, L.P. Each person who may be deemed to own such shares of our
common stock disclaims beneficial ownership of such shares.
(3) Mr. Schmaltz owns 7,442 shares of our common stock. Mr. Schmaltz is an
officer of J.W. Childs Associates, Inc. and may be deemed to beneficially
own the remainder of the shares which are held by John W. Childs, J.W.
Childs Equity Partners II, L.P. and its affiliated entities and
co-investors. Mr. Schmaltz disclaims beneficial ownership of such shares.
(4) All such shares are held by Dobson Equity, LLC. Mr. Pharis holds a 2.7%
interest in Dobson Equity, LLC and may be deemed to beneficially own the
remainder of the shares which are held by Dobson Equity, LLC and its
co-investors. Mr. Pharis disclaims beneficial ownership of such shares.
(5) All such shares are held by Dobson Equity, LLC. Mr. Hoffman holds a 2.1%
interest in Dobson Equity, LLC and may be deemed to beneficially own the
remainder of the shares which are held by Dobson Equity, LLC and its
co-investors. Mr. Hoffman disclaims beneficial ownership of such shares.
(6) All such shares are held by Dobson Equity, LLC. Mr. Boyd holds a 3.9%
interest in Dobson Equity, LLC and may be deemed to beneficially own the
remainder of the shares which are held by Dobson Equity, LLC and its
co-investors. Mr. Boyd disclaims beneficial ownership of such shares.
(7) All such shares are held by Dobson Equity, LLC. Mr. Rutherford holds a 3.9%
interest in Dobson Equity, LLC and may be deemed to beneficially own the
remainder of the shares which are held by Dobson Equity, LLC and its
co-investors. Mr. Rutherford disclaims beneficial ownership of such shares.
(8) All such shares are held by Dobson Equity, LLC. Mr. Jaschke holds a 2.7%
interest in Dobson Equity, LLC and may be deemed to beneficially own the
remainder of the shares which are held by Dobson Equity, LLC and its
co-investors. Mr. Jaschke disclaims beneficial ownership of such shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have adopted a policy requiring that any material transaction between us
and persons or entities affiliated with officers, directors, or principal
stockholders of Dobson Communications be on terms no less favorable to us than
reasonably could have been obtained in an arm's length transaction with
independent
62
<PAGE>
third parties. Any other matters involving potential conflicts of interests are
to be resolved on a case-by-case basis.
During the year ended December 31, 1999, we shared with Dobson
Communications the usage of Dobson Communications' owned and leased planes and
the services of Everett R. Dobson, at a cost to us of $.7 million.
We carry telephone traffic, provide long-haul fiber transport services and
provide network monitoring for affiliated companies of Dobson Communications.
These services amounted to $2.8 million in 1999.
For the tax periods through the year ended December 31, 1999, we were a
party to a tax sharing agreement with Dobson Communications and its other
subsidiaries. As a member of the affiliated group with Dobson Communications, we
will join with Dobson Communications and its other subsidiaries in filing a
consolidated federal income tax return. Under the tax sharing agreement, each
subsidiary's contribution toward the group's consolidated federal income tax
liability is determined as if such party were at all times a separate taxpayer
not included in the group. Based on this determination of separate tax
liability, each subsidiary pays to Dobson Communications an amount in lieu of
taxes equal to the amount the subsidiary would be obligated to pay if it filed
returns as a separate taxpayer. If, but only to the extent that, the group
realizes a tax benefit for any taxable year as a result of the inclusion of a
subsidiary's tax items in the determination of tax liability of the group,
Dobson Communications will pay to the subsidiary an amount equal to such tax
benefits realized. In connection with the distribution of our stock, the tax
sharing agreement with Dobson Communications was terminated. As a result of the
termination, Logix may owe Dobson Communications a net tax settlement.
Subsequent to December 31, 1998, intercompany activities with Dobson
Communications and its subsidiaries consisted of normal operating transactions.
As a result of various intercompany activities, including the tax sharing
agreement, we had receivables from Dobson Communications and its subsidiaries
totaling $1.2 million at December 31, 1999.
63
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following financial statements of Logix Communications Enterprises,
Inc. are included in Item 8:
<TABLE>
<CAPTION>
<S> <C>
Consolidated Balance Sheets as of December 31, 1998 and
1999.
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999.
Consolidated Statements of Stockholders' Equity (Deficit)
for the years ended December 31, 1997, 1998 and 1999.
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999.
Notes to Consolidated Financial Statements.
</TABLE>
(2) Schedule of Valuation Allowance Accounts
All other schedules have been omitted since the required information is not
present, or not presence in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or notes thereto.
64
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Logix Communications Enterprises, Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of Logix Communications
Enterprises, Inc. and subsidiaries included in the Form 10-K and have issued our
report thereon dated March 30, 2000. Our audits were made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed on
Page 66 is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated statements taken as a whole.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma,
March 30, 2000
65
<PAGE>
SCHEDULE II
LOGIX COMMUNICATIONS ENTERPRISES, INC.
SCHEDULE OF VALUATION ALLOWANCE ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
OF YEAR EXPENSES DEDUCTIONS END OF YEAR
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
($ in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE:
1997............................................... 13 24 21 16
1998............................................... 333(1) 670 339 664
1999............................................... 664 4,757 4,167 1,254
</TABLE>
- - ------------------------
(1) Balance includes $.3 million related to the acquisition of American Telco as
of June 15, 1998.
Allowance for doubtful accounts are deducted from accounts receivable in the
balance sheet.
66
<PAGE>
(3) Exhibits
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBERS DESCRIPTION FILING
- - --------------------- ------------------------------------------------------------ -----------
<C> <S> <C>
3.1 Registrant's Amended and Restated Certificate of
Incorporation, as amended................................. (1)[3.1]
3.2 Registrant's By-laws, as amended............................ (1)[3.2]
4.1 Telephone Loan Contract dated as of November 7, 1958 between
Dobson Telephone Company, Inc. and United States of
America................................................... (2)[4.2]
4.2 Telephone Loan Contract dated as of March 19, 1956 between
McLoud Telephone Company and United States of America..... (2)[4.3]
4.3 Telephone Loan Contract dated as of January 15, 1993 between
Dobson Telephone Company, Inc., Rural Telephone Bank and
United States of America.................................. (2)[4.4]
4.4 Restated Mortgage, Security Agreement and Financing
Statement dated as of May 15, 1993 between Dobson
Telephone Company and United States of America............ (2)[4.5]
4.5 Indenture dated as of June 12, 1998 between the Registrant,
as Issuer, and United States Trust Company of New York, as
Trustee................................................... (1)[4.5]
4.6 Escrow and Security Agreement dated June 12, 1998 among the
Registrant as Pledgor, and Morgan Stanley & Co.
Incorporated, Montgomery Securities LLC as Placement
Agents, and United States Trust Company of New York, as
Trustee................................................... (1)[4.6]
4.7 Registration Rights Agreement dated June 12, 1998 between
the Registrant and Morgan Stanley & Co. Incorporated, and
NationsBanc Montgomery Securities LLC..................... (1)[4.7]
4.8 Amended and Restated Revolving Credit Agreement dated
September 13, 1999, between Registrant and Agents and
Lenders................................................... (6)
10.1 Stock Purchase Agreement, dated as of March 26, 1998,
between the shareholders of American Telco Inc. and
American Telco Network Services, Inc. and the
Registrant................................................ (3)[2.1]
10.2 First Amendment to Stock Purchase Agreement among American
Telco Inc. and American Telco Network Services, Inc. and
the Registrant............................................ (3)[2.2]
10.3* Letter dated September 16, 1997 from Registrant to William
J. Hoffman, Jr., describing employment arrangement........ (4)[10.3.4]
10.3.1 Letter dated March 15, 2000, from the Registrant to
William J. Hoffman, Jr. describing severance agreement. (6)
10.4* Letter dated October 22, 1998, from the Registrant to
Geoffrey M. Boyd describing employment arrangement........ (5)[10.5]
10.5* Letter dated September 28, 1999, from the Registrant to
Albert H. Pharis, Jr. describing employment arrangement (6)
10.6* Letter dated March 22, 2000, from the Registrant to Craig T.
Sheetz describing employment arrangement (6)
10.7* Letter dated March 10, 2000, from the Registrant to Matthew
L. Asmus describing employment arrangement (6)
10.8* Registrant's 1998 Stock Option Plan......................... (1)[10.4]
</TABLE>
67
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT METHOD OF
NUMBERS DESCRIPTION FILING
- - --------------------- ------------------------------------------------------------ -----------
<C> <S> <C>
10.9* Registrant's 1999 Stock Option Plan......................... (6)
10.10 Master Purchase Agreement dated June 30, 1998, entered into
by the Registrant and Norther Telecom, Inc................ (6)
10.11 Carrier Service Agreement dated June 30, 1998, between the
Registrant and WorldCom Network Services, Inc............. (6)
10.11.1 First Amendement to the Carrier Service Agreement dated
November 30, 1998, between the Registrant and WorldCom
Network Services, Inc..................................... (6)
10.11.2 Second Amendment to the Carrier Service Agreement dated
September 20, 1999, between the Registrant and WorldCom
Network Services, Inc..................................... (6)
10.11.3 Third Amendment to the Carrier Service Agreement dated
November 18, 1999, between the Registrant and WorldCom
Network Services, Inc..................................... (6)
10.11.4 Fourth Amendment to the Carrier Service Agreement dated
December 21, 1999, between the Registrant and WorldCom
Network Services, Inc..................................... (6)
10.12 Switched Services Agreement dated May 28, 1998, between the
Registrant and Sprint Communications Company L.P.......... (6)
10.12.1 First Amendment to the Switched Services Agreement dated
January 3, 2000, between the Registrant and Sprint
Communications Company L.P................................ (6)
10.13 Master Support Agreement dated June 30, 1998, between the
Registrant and ACE*COMM................................... (6)
11 Statement re computation of per share earnings.............. (6)
21 Subsidiaries................................................ (5)[21]
27 1999 Financial Data Schedule................................ (6)
</TABLE>
- - ------------------------
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-4 (Registration No. 333-58693), as the exhibit number indicated in
brackets, and incorporated herein by reference;
(2) Filed as an exhibit to the Registration Statement on Form S-4 (Registration
No. 333-23769), as the exhibit number indicated in brackets, by Dobson
Communications Corporation, the Company's parent, and incorporated herein by
reference;
(3) Filed as an exhibit to Current Report on Form 8-K on June 30, 1998, of
Dobson Communications Corporation, the Registrant's parent (File No.
333-23769), as the exhibit number indicated in brackets, and incorporated
herein by reference;
(4) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1998, of Dobson Communications Corporation, the Registrant's
parent, as the exhibit number indicated in brackets, and incorporated herein
by reference;
(5) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998, as the exhibit number indicated in brackets,
and incorporated herein by reference.
(6) Filed herewith.
* Management contract or compensatory plan or arrangement.
(b) Form 8-K filings
The Company filed a Current Report on Form 8-K during the quarter ended
December 31, 1999, which reported that Albert H. Pharis, Jr. had been named
Chief Executive Officer under Item 5. Other Events. The date of the report was
November 10, 1999.
68
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 2000.
<TABLE>
<S> <C> <C>
LOGIX COMMUNICATIONS ENTERPRISES, INC.
By: /s/ ALBERT H. PHARIS, JR.
-----------------------------------------
Albert H. Pharis, Jr.
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
capacities indicated on the 30th day of March, 2000.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
/s/ ALBERT H. PHARIS, JR.
------------------------------------ Chief Executive Officer and Director
Albert H. Pharis, Jr.
/s/ CRAIG T. SHEETZ
------------------------------------ Executive Vice President and Chief Financial Offficer
Craig T. Sheetz (Principal Financial Officer)
/s/ LEIGH ANN IHRIG
------------------------------------ Controller and Assistant Secretary
Leigh Ann Ihrig (Principal Accounting Officer)
/s/ EVERETT R. DOBSON
------------------------------------ Chairman of the Board and Director
Everett R. Dobson
/s/ STEPHEN T. DOBSON
------------------------------------ Vice Chairman and Director
Stephen T. Dobson
/s/ RUSSELL L. DOBSON
------------------------------------ Director
Russell L. Dobson
/s/ JUSTIN L. JASCHKE
------------------------------------ Director
Justin L. Jaschke
/s/ DANA L. SCHMALTZ
------------------------------------ Director
Dana L. Schmaltz
</TABLE>
69
<PAGE>
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
among
LOGIX COMMUNICATIONS CORPORATION,
BORROWER
BANC OF AMERICA SECURITIES LLC,
SOLE LEAD ARRANGER AND BOOK MANAGER
BANK OF AMERICA, N.A.,
ADMINISTRATIVE AGENT
CIBC WORLD MARKETS CORP.,
SYNDICATION AGENT
and
TORONTO DOMINION (TEXAS), INC.,
DOCUMENTATION AGENT
and
THE LENDERS NAMED HEREIN,
LENDERS
$50,000,000
DATED AS OF SEPTEMBER 13, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
SECTION 1 DEFINITIONS AND TERMS...........................................................................1
1.1 Definitions.....................................................................................1
1.2 Number and Gender of Words; Other References...................................................22
1.3 Accounting Principles..........................................................................22
SECTION 2 BORROWING PROVISIONS...........................................................................22
2.1 Commitments....................................................................................22
2.2 LC Subfacility.................................................................................22
2.3 Terminations or Reductions of Commitments......................................................26
2.4 Borrowing Procedure............................................................................28
SECTION 3 TERMS OF PAYMENT...............................................................................29
3.1 Loan Accounts, Notes, and Payments.............................................................29
3.2 Interest and Principal Payments................................................................29
3.3 Prepayments....................................................................................29
3.4 Interest Options...............................................................................30
3.5 Quotation of Rates.............................................................................30
3.6 Default Rate...................................................................................30
3.7 Interest Recapture.............................................................................30
3.8 Interest Calculations..........................................................................31
3.9 Maximum Rate...................................................................................31
3.10 Interest Periods...............................................................................31
3.11 Conversions....................................................................................32
3.12 Order of Application...........................................................................32
3.13 Sharing of Payments, Etc.......................................................................33
3.14 Offset.........................................................................................33
3.15 Booking Borrowings.............................................................................33
SECTION 4 CHANGE IN CIRCUMSTANCES........................................................................33
4.1 Increased Cost and Reduced Return..............................................................33
4.2 Limitation on Types of Loans...................................................................34
4.3 Illegality.....................................................................................35
4.4 Treatment of Affected Loans....................................................................35
4.5 Compensation...................................................................................36
4.6 Taxes..........................................................................................36
SECTION 5 FEES...........................................................................................38
5.1 Treatment of Fees..............................................................................38
5.2 Administrative and Up-front Fees...............................................................38
5.3 LC Fees........................................................................................38
5.4 LC Issuance and Fronting Fees..................................................................38
5.5 Commitment Fees................................................................................38
SECTION 6. SECURITY.......................................................................................39
6.1 Collateral.....................................................................................39
6.2 Existing Collateral Documents..................................................................39
(i)
<PAGE>
6.3 Guaranties.....................................................................................39
6.4 Future Liens...................................................................................39
6.5 Release of Collateral..........................................................................40
6.6 Negative Pledge................................................................................40
6.7 DCCLP Guaranty. ..............................................................................40
6.8 Capital Contribution Agreement.................................................................40
6.9 Control; Limitation of Rights. ................................................................40
SECTION 7 CONDITIONS PRECEDENT...........................................................................41
7.1 Conditions Precedent to Closing................................................................41
7.2 Conditions Precedent to a Permitted Acquisition................................................41
7.3 Conditions Precedent to Each Borrowing.........................................................41
7.4 Conditions Precedent to Additional Borrower....................................................42
SECTION 8 REPRESENTATIONS AND WARRANTIES.................................................................42
8.1 Purpose of Credit..............................................................................42
8.2 Existence, Good Standing, Authority, and Authorizations........................................42
8.3 Subsidiaries; Capital Stock....................................................................42
8.4 Authorization and Contravention................................................................43
8.5 Binding Effect.................................................................................43
8.6 Financial Statements...........................................................................43
8.7 Litigation, Claims, Investigations.............................................................44
8.8 Taxes..........................................................................................44
8.9 Environmental Matters..........................................................................44
8.10 Employee Benefit Plans.........................................................................44
8.11 Properties; Liens..............................................................................45
8.12 Government Regulations.........................................................................45
8.13 Transactions with Affiliates...................................................................45
8.14 Debt...........................................................................................45
8.15 Material Agreements; Management Agreements.....................................................45
8.16 Insurance......................................................................................45
8.17 Labor Matters..................................................................................45
8.18 Solvency.......................................................................................46
8.19 Intellectual Property..........................................................................46
8.20 Compliance with Laws...........................................................................46
8.21 Permitted Acquisitions.........................................................................46
8.22 Regulation U...................................................................................46
8.23 Tradenames.....................................................................................47
8.24 Year 2000 Compliance...........................................................................47
8.25 No Default.....................................................................................47
8.26 Full Disclosure................................................................................47
8.27 Senior Notes...................................................................................47
8.28 Benchmark Budget...............................................................................47
SECTION 9 COVENANTS......................................................................................47
9.1 Use of Proceeds................................................................................48
9.2 Books and Records..............................................................................48
9.3 Items to be Furnished..........................................................................48
9.4 Inspections....................................................................................51
(ii)
<PAGE>
9.5 Taxes..........................................................................................51
9.6 Payment of Obligations.........................................................................51
9.7 Maintenance of Existence, Assets, and Business.................................................51
9.8 Insurance......................................................................................52
9.9 Preservation and Protection of Rights..........................................................52
9.10 Employee Benefit Plans.........................................................................52
9.11 Environmental Laws.............................................................................52
9.12 Debt and Guaranties............................................................................53
9.13 Liens..........................................................................................53
9.14 Transactions with Affiliates...................................................................54
9.15 Compliance with Laws and Documents.............................................................54
9.16 Permitted Acquisitions, Subsidiary Guaranties, and Collateral Documents........................54
9.17 Assignment.....................................................................................54
9.18 Fiscal Year and Accounting Methods.............................................................54
9.19 Government Regulations.........................................................................55
9.20 Loans, Advances, and Investments...............................................................55
9.21 Distributions..................................................................................55
9.22 Restrictions on Subsidiaries...................................................................56
9.23 Sale of Assets.................................................................................56
9.24 Sale-Leaseback Financings......................................................................56
9.25 Mergers and Dissolutions; Sale of Capital Stock................................................56
9.26 New Business...................................................................................56
9.27 Affiliate Subordination Agreements.............................................................56
9.28 Amendments to Documents........................................................................57
9.29 Financial Covenants............................................................................57
9.30 Year 2000......................................................................................60
9.31 Cash Balances..................................................................................60
9.32 ...............................................................................................60
Covenants of Parent.....................................................................................60
SECTION 10 DEFAULT........................................................................................62
10.1 Payment of Obligation..........................................................................62
10.2 Covenants......................................................................................62
10.3 Debtor Relief..................................................................................62
10.4 Judgments and Attachments......................................................................63
10.5 Government Action..............................................................................63
10.6 Misrepresentation..............................................................................63
10.7 Change of Control..............................................................................63
10.8 Authorizations.................................................................................63
10.9 Default Under Other Debt and Agreements........................................................64
10.10 Employee Benefit Plans.........................................................................64
10.11 LCs............................................................................................64
10.12 Validity and Enforceability of Loan Papers.....................................................64
10.13 Material Adverse Effect........................................................................65
10.14 Environmental Liability........................................................................65
10.15 Pledged Stock..................................................................................65
10.16 Dissolution....................................................................................65
10.17 Payment of Certain Other Agreements............................................................65
10.18 Default or Acceleration under Certain Other Agreements.........................................65
(iii)
<PAGE>
10.19 Redemption of Certain Other Debt or Obligation.................................................65
10.20 Certain Deliveries.............................................................................65
10.21 New Capital....................................................................................66
SECTION 11 RIGHTS AND REMEDIES............................................................................66
11.1 Remedies Upon Default..........................................................................66
11.2 Company Waivers................................................................................66
11.3 Performance by Administrative Agent............................................................67
11.4 Delegation of Duties and Rights................................................................67
11.5 Not in Control.................................................................................67
11.6 Course of Dealing..............................................................................67
11.7 Cumulative Rights..............................................................................67
11.8 Application of Proceeds........................................................................68
11.9 Certain Proceedings............................................................................68
11.10 Limitation of Rights...........................................................................68
11.11 Expenditures by Lenders........................................................................68
11.12 INDEMNIFICATION................................................................................68
SECTION 12 AGREEMENT AMONG LENDERS........................................................................69
12.1 Administrative Agent...........................................................................69
12.2 Expenses.......................................................................................71
12.3 Proportionate Absorption of Losses.............................................................71
12.4 Delegation of Duties; Reliance.................................................................71
12.5 Limitation of Liability........................................................................71
12.6 Default; Collateral............................................................................72
12.7 Limitation of Liability........................................................................74
12.8 Relationship of Lenders........................................................................74
12.9 Benefits of Agreement..........................................................................74
12.10 Agents.........................................................................................74
12.11 Obligations Several............................................................................74
12.12 Financial Hedges...............................................................................74
SECTION 13 MISCELLANEOUS..................................................................................75
13.1 Headings.......................................................................................75
13.2 Nonbusiness Days...............................................................................75
13.3 Communications.................................................................................75
13.4 Form and Number of Documents...................................................................75
13.5 Exceptions to Covenants........................................................................75
13.6 Survival.......................................................................................75
13.7 Governing Law..................................................................................76
13.8 Invalid Provisions.............................................................................76
13.9 Entirety.......................................................................................76
13.10 Jurisdiction; Venue; Service of Process; Jury Trial............................................76
13.11 Amendments, Consents, Conflicts, and Waivers...................................................77
13.12 Multiple Counterparts..........................................................................78
13.13 Successors and Assigns; Assignments and Participations.........................................78
13.14 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances....................80
13.15 Restatement of Existing Agreement..............................................................80
</TABLE>
(iv)
<PAGE>
SCHEDULES AND EXHIBITS
<TABLE>
<S> <C> <C>
Schedule 1.1 - Benchmark Budget
Schedule 2.1 - Lenders and Commitments
Schedule 6.6 - Assets Subject to Negative Pledge
Schedule 7.1 - Conditions Precedent to Closing
Schedule 7.2 - Conditions Precedent to Permitted Acquisition
Schedule 7.4 - Conditions Precedent to Additional Borrower
Schedule 8.2 - FCC and PUC Authorizations
Schedule 8.3 - Corporate Stock and Partnership Interests
Schedule 8.15 - Material Agreements
Schedule 8.19 - Intellectual Property
Schedule 8.23 - Tradenames
Schedule 9.14 - Transactions with Affiliates
Exhibit A - Form of Amended and Restated Note
Exhibit B-1 - Form of Notice of Borrowing
Exhibit B-2 - Form of Notice of Conversion
Exhibit B-3 - Form of Notice of LC
Exhibit C-1 - Form of Guaranty
Exhibit C-2 - Form of Limited Guaranty for DCCLP
Exhibit C-3 - Form of Capital Contribution and Subordinated Loan Agreement
Exhibit D-1 - Form of Pledge, Assignment, and Security
Agreement for Companies
Exhibit D-2 - Form of Pledge, Assignment, and Security
Agreement for Parent
Exhibit E-1 - Form of Compliance Certificate
Exhibit E-2 - Form of Permitted Acquisition Compliance Certificate
Exhibit E-3 - Form of Permitted Acquisition Loan Closing Certificate
Exhibit E-4 - Form of Borrowing Base Report
Exhibit E-5 - Form of Monthly Management Report
Exhibit F - Form of Assignment and Acceptance Agreement
Exhibit G - Form of Opinion of Counsel of Borrower
Exhibit H - Form of Affiliate Subordination Agreement
Exhibit I - Form of Mortgage, Deed of Trust, Security
Agreement, Assignment of Rents, and Financing Statement
Exhibit J - Form of Landlord Consent and Estoppel Certificate
</TABLE>
(v)
<PAGE>
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is entered into as
of September 13, 1999, among LOGIX COMMUNICATIONS CORPORATION, an Oklahoma
corporation ("BORROWER"), LOGIX COMMUNICATIONS ENTERPRISES, INC., an Oklahoma
corporation ("PARENT"), BANC OF AMERICA SECURITIES LLC, as Arranger (defined
below), Lenders (defined below), CANADIAN IMPERIAL BANK OF COMMERCE, as
Syndication Agent (defined below), TORONTO DOMINION (TEXAS), INC., as
Documentation Agent (defined below), and BANK OF AMERICA, N.A., as
Administrative Agent (defined below), for itself and the other Lenders. Parent
has executed this Credit Agreement for the limited purpose of making the
representations and warranties set forth in SECTION 8 and agreeing to the
covenants set forth in SECTION 9 and the indemnification provisions of SECTION
11.12.
RECITALS
A. Borrower has entered into the Credit Agreement (as amended on June
29, 1999, and as further renewed, extended, or amended to date, the "EXISTING
AGREEMENT") dated as of April 7, 1999, with Bank of America, N.A., formerly
known as Bank of America National Trust and Savings Association, successor by
merger to Bank of America, N.A., formerly known as NationsBank, N.A. (in its
capacity as "ADMINISTRATIVE AGENT" thereunder and as a Lender) and certain other
Lenders party thereto (together with Bank of America, N.A., the "EXISTING
LENDERS"), providing for, among other things, a revolving credit facility in the
aggregate principal amount of $50,000,000.
B. Subject to the terms and conditions set forth below, Borrower and
Lenders desire to entirely amend, modify, and restate the Existing Agreement.
C. The amendment and restatement of the Existing Agreement hereunder is
not intended by the parties to constitute either a novation or a discharge or
satisfaction of the indebtedness and obligations under the Existing Agreement,
which indebtedness and obligations under the Existing Agreement shall remain
outstanding hereunder on the terms and conditions hereinafter provided.
In consideration of the foregoing and the mutual covenants contained
herein, Borrower, Bank of America, N.A. (in its capacity as Administrative Agent
under this Agreement and the Existing Agreement), and Lenders agree that,
effective upon the Closing Date, the Existing Agreement is amended and restated
in its entirety, as follows:
SECTION 1 DEFINITIONS AND TERMS.
1.1 DEFINITIONS. As used herein:
ACCESS LINE means each installed, activated, and in-service
telecommunications or data line that (a) provides service to a customer of
Logix, (b) is subject to a valid and enforceable contractual agreement entered
into with a business customer for a period of time of not less than twelve
months, (c) is provided to business customers receiving treatment substantially
similar to other business customers offered such services by Logix, and (d) is
reasonably expected to generate revenue within at least three months and one day
after activation; PROVIDED THAT, CLAUSES (b) and (c) preceding shall not apply
to up to one thousand residential customers of Logix; and CLAUSE (b) preceding
shall not apply to up to one thousand business customers of Logix.
<PAGE>
ACQUISITION means any transaction or series of related transactions for
the purpose of, or resulting in, directly or indirectly, (a) the acquisition by
any Person or substantially all of the assets of another Person or of any
business or division of another Person, (b) the acquisition by any Person of
more than 50% of any class of Voting Stock (or similar ownership interests) of
another Person (PROVIDED THAT, formation or organization of any entity shall not
constitute an "ACQUISITION" to the extent that the amount of the loan, advance,
investment, or capital contribution in such entity constitutes a permitted
investment under SECTION 9.20); or (c) a merger, consolidation, amalgamation, or
other combination by any Person with another Person; PROVIDED THAT in any merger
or consolidation involving any Company, that Company must be the surviving
entity, and in any merger or consolidation involving Borrower, Borrower must be
the surviving entity.
ADDITIONAL ASSETS is defined in SECTION 6.4.
ADDITIONAL BORROWER means any Subsidiary of Parent (a) that is
acceptable to Required Lenders in their sole discretion (PROVIDED THAT, solely
in the case of Dobson Telephone, such approval of Required Lenders shall not be
unreasonably withheld); (b) that enters into appropriate supplemental agreements
to the Loan Papers to become a Borrower under this Agreement; (c) whose
outstanding capital stock is pledged to Administrative Agent for the ratable
benefit of Lenders; (d) who grants and conveys to, and creates in favor of
Administrative Agent for the ratable benefit of Lenders, first priority Liens
in, to, and on all of its assets, and (e) who, prior to or concurrently with
becoming an Additional Borrower, satisfies all conditions and requirements set
forth in SECTION 7.4 and on SCHEDULE 7.4.
ADJUSTED EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) determined by the Administrative Agent to be equal
to the quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar
Rate Borrowing for such Interest Period by (b) 1 MINUS the Reserve Requirement
for such Eurodollar Rate Borrowing for such Interest Period.
ADMINISTRATIVE AGENT means Bank of America, N.A., and its permitted
successors or assigns as "ADMINISTRATIVE AGENT" for Lenders under this
Agreement.
AFFILIATE of any Person means any other individual or entity who
directly or indirectly controls, or is controlled by, or is under common control
with, such Person, and, for purposes of this definition only, "CONTROL,"
"CONTROLLED BY," and "UNDER COMMON CONTROL WITH" mean possession, directly or
indirectly, of the power to direct or cause the direction of management or
policies (whether through ownership of voting securities, by contract, or
otherwise).
AGENTS means, collectively, the Administrative Agent, the Syndication
Agent, and the Documentation Agent.
AGREEMENT means this Amended and Restated Revolving Credit Agreement
(as the same may hereafter be amended, modified, supplemented, or restated from
time to time).
APPLICABLE LENDING OFFICE means, for each Lender and for each Type of
Borrowing, the "LENDING OFFICE" of such Lender (or an Affiliate of such Lender)
designated on SCHEDULE 2.1 or such other office that such Lender (or an
Affiliate of such Lender) may from time to time specify to Administrative Agent
and Borrower by written notice in accordance with the terms hereof.
2
<PAGE>
APPLICABLE MARGIN means (a) on any date of determination on and after
the Closing Date until (but not including) the Phase II Notice Date, 4.00% for
Eurodollar Rate Borrowings and 3.00% for Base Rate Borrowings; and (b) on any
date of determination on or after the Phase II Notice Date, with respect to each
Base Rate Borrowing or Eurodollar Rate Borrowing, the percentage per annum set
forth in the table below that corresponds with the Consolidated Leverage Ratio
at such date of determination, as calculated based on the quarterly Compliance
Certificate of Parent most recently delivered pursuant to SECTION 9.3:
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------
CONSOLIDATED APPLICABLE MARGIN
LEVERAGE RATIO
-------------------------------------------------------------------------
BASE RATE BORROWINGS EURODOLLAR RATE BORROWINGS
<S> <C> <C>
- - --------------------------------------------------------------------------------------------------------------------
Less than or equal to 4.50:1.00 1.50% 2.50%
- - --------------------------------------------------------------------------------------------------------------------
Less than or equal to 6.00:1.00,
but greater than 4.50:1.00 2.00% 3.00%
- - --------------------------------------------------------------------------------------------------------------------
Less than or equal to 7.50:1.00,
but greater than 6.00:1.00 2.50% 3.50%
- - --------------------------------------------------------------------------------------------------------------------
Greater than 7.50:1.00 3.00% 4.00%
- - --------------------------------------------------------------------------------------------------------------------
</TABLE>
The provisions in ITEMS (a) and (b) are further subject to the following:
(i) With respect to any adjustments in the Applicable
Margin as a result of changes in the Consolidated Leverage
Ratio, such adjustment shall be effective commencing on the
second Business Day after the delivery of Financial Statements
(and the related Compliance Certificate) pursuant to SECTION
9.3(a), SECTION 9.3(c), or the most recent Permitted
Acquisition Compliance Certificate for a Permitted
Acquisition, as the case may be.
(ii) On and after the Phase II Notice Date, if
Borrower fails to timely furnish to Lenders the Financial
Statements and related Compliance Certificates as required to
be delivered pursuant to SECTIONS 9.3(a) and (c), and such
failure shall not be remedied within five days after written
notice thereof from the Administrative Agent or any Lender,
then the Applicable Margin shall be the maximum Applicable
Margin specified above.
APPLICABLE MARGIN FOR COMMITMENT FEES means, (a) on any date of
determination on or after the Closing Date until (but not including) the Phase
II Notice Date, 1.50%, and (b) at any date of determination occurring on and
after the Phase II Notice Date, the percentage set forth in the table below
which corresponds with the ratio (expressed as a percentage) of (i) the average
daily Commitment Usage for any period of determination to (ii) the Commitment at
such date of determination:
<TABLE>
<CAPTION>
- - ---------------------------------------------- -----------------------------------
COMMITMENT USAGE/ APPLICABLE MARGIN FOR COMMITMENT
COMMITMENT FEES
<S> <C>
- - ---------------------------------------------- -----------------------------------
Less than or equal to 33% 1.50%
- - ---------------------------------------------- -----------------------------------
Less than or equal to 67%,
but greater than 33% 1.125%
- - ---------------------------------------------- -----------------------------------
Greater than 67% 0.75%
- - ---------------------------------------------- -----------------------------------
</TABLE>
3
<PAGE>
APPLICABLE PERCENTAGE means, with respect to each Lender on any date of
determination, the percentage stated opposite such Lender's name as set forth on
SCHEDULE 2.1 or on the most recently-amended SCHEDULE 2.1, if any, prepared by
Administrative Agent pursuant to SECTION 13.13 (to reflect assignments by
Lenders).
ARRANGER means Banc of America Securities LLC, and its permitted
successors or assigns, in its capacity as sole lead arranger and book manager
under the Loan Papers.
ASSUMED TAXES means, (a) with respect to any Equity Issuance by Parent
or any Company, an amount equal to such incremental annual increase in franchise
Taxes as such Person estimates in good faith to be payable by such Person as a
result of such Equity Issuance, and (b) with respect to any Significant Sale by
any Company, an amount equal to such percentage as such Person estimates in good
faith to be its effective rate of the taxable gain for federal and state income
tax purposes with respect to such Significant Sale.
AUTHORIZATIONS means all filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates of compliance and other certificates,
permits, qualifications, adjudications, or orders from, any Governmental
Authority (including, without limitation, the FCC and applicable PUCs),
including, without limitation, any of the foregoing authorizing or permitting
the acquisition, construction, or operation of any network facility or any other
telecommunication system.
AVAILABLE COMMITMENT means, at any date of determination, an amount
(subject to reduction or cancellation in accordance with the terms of the Loan
Papers) equal to the LESSER of (a) the Maximum Availability, (b) the Borrowing
Base Availability, or (c) the Commitment.
BANK OF AMERICA, N.A. means Bank of America, N.A., in its individual
capacity as a Lender, and its successors and assigns.
BASE RATE means, for any day, the rate per annum equal to the HIGHER of
(a) the Federal Funds Rate for such day PLUS one-half of one percent (.5%) and
(b) the Prime Rate for such day. Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Rate.
BASE RATE BORROWING means a Borrowing bearing interest at the SUM of
the Base Rate PLUS the Applicable Margin for Base Rate Borrowings.
BENCHMARK BUDGET means, collectively, (a) the budgets dated August 31,
1999, set forth on SCHEDULE 1.1, reflecting the projected income and expenses on
a monthly basis from the Closing Date through the Termination Date for the
following entities: (i) Parent and its Subsidiaries; (ii) the Logix Group,
itemizing separate budget projections for the Fiber Business and the CLEC
Business; and (iii) Dobson Telephone and its Subsidiaries; and (b) subject to
the prior consent of Required Lenders, any adjustments or modifications to all
or any portion of the Benchmark Budgets, including, without limitation, any
adjustments required to reflect any Permitted Acquisitions.
BORROWER, whether one or more, means Logix, any Additional Borrower,
and their respective permitted successors or assigns under the Loan Papers.
4
<PAGE>
BORROWING means any amount disbursed (a) by one or more Lenders to
Borrower under the Loan Papers, whether such amount constitutes an original
disbursement of funds, the continuation of an amount outstanding, or payment of
a draft under an LC, or (b) by any Lender in accordance with, and to satisfy the
obligations of any Company under, any Loan Paper.
BORROWING BASE AVAILABILITY means, at any date of determination, an
amount equal to the SUM of (a) the CLEC Availability, (b) the Dobson Telephone
Availability, and (c) the Fiber Availability.
BORROWING BASE REPORT means a report certified by a Responsible
Officer, substantially in the form of EXHIBIT E-4.
BORROWING DATE is defined in SECTION 2.5(a).
BUSINESS DAY means (a) for all purposes, any day OTHER THAN Saturday,
Sunday, and any other day on which commercial banking institutions are required
or authorized by Law to be closed in Dallas, Texas, and (b) in addition to the
foregoing, in respect of any Eurodollar Rate Borrowing, a day on which dealings
in United States dollars are conducted in the London interbank market and
commercial banks are open for international business in London.
CAPITAL CONTRIBUTION means any capital contribution or common equity
contribution paid by Parent in cash to Borrower after the Closing Date.
CAPITAL CONTRIBUTION AGREEMENT means the Capital Contribution and
Subordinated Loan Agreement in substantially the form of EXHIBIT C-3, dated
September 13, 1999, among Logix, Parent, DCCLP, and Administrative Agent, as
amended, modified, supplemented, or restated in accordance with the Loan Papers.
CAPITAL EXPENDITURES means an expenditure for any fixed asset having a
useful life of more than one year, or any improvements or additions thereto,
including the direct or indirect acquisition of such assets, and including any
obligations to pay rent or other amounts under a Capital Lease; PROVIDED,
HOWEVER, such Capital Expenditures shall not include acquisitions of stock or
assets which are made in accordance with SECTION 9.20.
CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.
CASH EQUIVALENTS means:
(a) Readily marketable, direct, full faith and credit
obligations of the United States of America, or obligations guaranteed
by the full faith and credit of the United States of America, maturing
within not more than one year from the date of acquisition;
(b) Short term certificates of deposit and time deposits,
which mature within one year from the date of issuance and which are
fully insured by the Federal Deposit Insurance Corporation;
(c) Commercial paper maturing in 365 days or less from the
date of issuance and rated either "P-1" by Moody's Investors Service,
Inc. ("MOODY'S"), or "A-1" by Standard and Poor's Rating Group (a
division of McGraw-Hill, Inc., "S&P");
5
<PAGE>
(d) Debt instruments of a domestic issuer which mature in one
year or less and which are rated "A" or better by Moody's or S&P on the
date of acquisition of such investment; and
(e) Demand deposit accounts which are maintained in the
ordinary course of business.
CLEC ACCESS LINES means, on any date of determination, collectively
(without duplication) CLEC Resale Access Lines, CLEC UNE-P Access Lines, and
CLEC On-Switch Access Lines.
CLEC AVAILABILITY means, for CLEC Business, as calculated at any date
of determination with respect to the calendar month most recently-ended for
which a Borrowing Base Report has been delivered, the SUM of (a) the PRODUCT of
the number of CLEC Resale Access Lines MULTIPLIED by $250; PLUS (b) the PRODUCT
of the number of CLEC UNE-P Access Lines MULTIPLIED by $750; PLUS (c) the
PRODUCT of the number of CLEC On-Switch Access Lines MULTIPLIED by $975; MINUS
(d) the amount of all accounts receivable for the CLEC Business that are 90 or
more days past due; PROVIDED THAT, no Access Line may be used to support more
than one of the calculations set forth in CLAUSES (a), (b), or (c) preceding.
CLEC BUSINESS means that certain line of business conducted by Logix
relating to the provision of (a) local exchange services, (b) enhanced data
services, (c) internet, intranet, and extranet services, (d) interexchange, long
distance services, (e) private line services, and (f) integration services.
CLEC INTEREST EXPENSE means, at any date of determination, (a) with
respect to the first fiscal quarter immediately following the Qualifying Period,
the Interest Expense of the CLEC Business for such period MULTIPLIED by four;
(b) with respect to the second fiscal quarter immediately following the
Qualifying Period, the Interest Expense of the CLEC Business for the first and
second fiscal quarters immediately following the Qualifying Period MULTIPLIED by
two; (c) with respect to the third fiscal quarter immediately following the
Qualifying Period, the Interest Expense of the CLEC Business for the first,
second, and third fiscal quarters immediately following the Qualifying Period
MULTIPLIED by 4/3; and (d) thereafter, the Interest Expense of the CLEC Business
for the Rolling Period then most recently ended; PROVIDED THAT if the Phase II
Commencement Date has not occurred prior to July 1, 2001, then the CLEC Interest
Expense shall be calculated on any date of determination for the Rolling Period
then most recently ended; PROVIDED FURTHER THAT CLEC INTEREST EXPENSE shall also
include, in any relevant period of calculation, the aggregate amount of cash
interest paid on the Senior Notes to the extent Borrower makes loans, advances,
investments, or Distributions to Parent to service regularly-scheduled cash
interest payments on such Senior Notes during such period.
CLEC ON-SWITCH ACCESS LINE means an Access Line of the CLEC Business
leased by Logix from another carrier, which Access Line is not a CLEC Resale
Access Line or a CLEC UNE-P Access Line and over which Logix provides switched
services on its network to customers of the CLEC Business.
CLEC OPERATING CASH FLOW means, at any date of determination, (a) with
respect to the first fiscal quarter immediately following the Qualifying Period,
the Operating Cash Flow of the CLEC Business for such period MULTIPLIED by four;
(b) with respect to the second fiscal quarter immediately following the
Qualifying Period, the Operating Cash Flow of the CLEC Business for the first
and second fiscal quarters immediately following the Qualifying Period
MULTIPLIED by two; (c) with respect to the third fiscal quarter immediately
following the Qualifying Period, the Operating Cash Flow of the CLEC Business
for the first, second, and third fiscal quarters immediately following the
Qualifying Period MULTIPLIED by 4/3; and (d) thereafter, the Operating Cash Flow
of the CLEC Business calculated for the Rolling Period then most recently ended;
PROVIDED THAT (i) if the Phase II Commencement Date has not occurred prior to
July 1, 2001, then the CLEC Operating Cash Flow shall be calculated on any date
of determination for the Rolling Period then most recently ended, (ii) in
calculating CLEC Operating Cash Flow, adjustments for Interest Expense
6
<PAGE>
shall be made on the basis of CLEC Interest Expense, and (iii) for any date
of determination occurring on or after the Phase II Commencement Date, but
prior to the first date after the Qualifying Period on which Financial
Statements are delivered pursuant to EITHER SECTION 9.3(a) or 9.3(c), CLEC
Operating Cash Flow shall be the Operating Cash Flow of the CLEC Business for
the Qualifying Period MULTIPLIED by 2.
CLEC RESALE ACCESS LINE means an Access Line that is leased by Logix
from another carrier at a price OTHER THAN a "UNE-P" RATE and which Access Line
is resold by Logix to customers of the CLEC Business.
CLEC UNE-P ACCESS LINE means an Access Line that is leased by Logix
from an ILEC as part of the unbundled network elements provided by such ILEC to
Logix at a "UNE-P" RATE and which Access Line is resold by Logix to customers of
the CLEC Business.
CLOSING DATE means the date upon which (a) this Agreement has been
executed by Logix, Lenders, and Agents, and (b) all conditions precedent
specified in SECTION 7.1 have been satisfied or waived, which date must be, if
at all, a Business Day occurring no later than September , 1999.
CODE means the INTERNAL REVENUE CODE OF 1986, as amended, TOGETHER WITH
the rules and regulations promulgated thereunder.
COLLATERAL has the meaning set forth in SECTION 6.1.
COLLATERAL DOCUMENTS means all security agreements, pledge agreements,
mortgages, deeds of trust, financing statements, assignments of partnership
interests, and Guaranties at any time delivered to Administrative Agent to
create or evidence Liens securing the Obligation, TOGETHER WITH all
reaffirmations, amendments, and modifications thereof or supplements thereto
made in accordance with the Loan Papers.
COMMENCEMENT DATE is defined in SECTION 9.29(g).
COMMITMENT means, on any date of determination, an amount equal to
$50,000,000 (as the same may be reduced, canceled, or increased in accordance
with the terms of the Loan Papers).
COMMITMENT FEE is defined in SECTION 5.5.
COMMITMENT REDUCTION AMOUNT is defined in SECTION 2.3(b).
COMMITMENT USAGE means, at the time of any determination thereof, the
SUM of (a) the aggregate Principal Debt PLUS, WITHOUT DUPLICATION, (b) the LC
Exposure.
COMMITTED SUM means, for any Lender, on any date of determination, an
amount equal to such Lender's Applicable Percentage of the Commitment.
COMMON STOCK is defined in SECTION 10.7.
COMMUNICATIONS means Dobson Communications Corporation, an Oklahoma
corporation.
COMMUNICATIONS ACT means, collectively, The Federal Communications Act
of 1934, as amended from time to time, and the rules and regulations in effect
at any time thereunder.
7
<PAGE>
COMPANIES means, at any date of determination thereof, Borrower and
each of its Subsidiaries; and COMPANY means, on any date of determination,
Borrower or any of its Subsidiaries.
COMPLIANCE CERTIFICATE means a certificate signed by a Responsible
Officer, substantially in the form of EXHIBIT E-1.
CONSEQUENTIAL LOSS means any loss, cost, or expense (including loss of
anticipated profit) which any Lender may reasonably incur in respect of a
Eurodollar Rate Borrowing as a consequence of any event described in SECTION
4.5.
CONSOLIDATED LEVERAGE RATIO means, on any date of determination, the
ratio of (a) the Debt of Parent and its Subsidiaries EXCEPT Fiber/FORTE
(calculated on a consolidated basis) to (b) Operating Cash Flow of Parent and
its Subsidiaries EXCEPT Fiber/FORTE (calculated on a consolidated basis).
CONTRIBUTION COMPLIANCE DATE means (a) the earlier of January 31, 2000,
or the date upon which the Principal Debt equals the Available Commitment (after
giving effect to all prepayments on such date) if Parent has not commenced to
make Capital Contributions pursuant to, and in accordance with, the Capital
Contribution Agreement prior to such date; or (b) March 31, 2000, if Parent has
commenced to make Capital Contributions pursuant to, and in accordance with, the
Capital Contribution Agreement prior to the date described in CLAUSE (a)
preceding.
CURRENT FINANCIALS means, on any date of determination, the most
recently delivered to Lenders of (a) the Financial Statements for the fiscal
year ended December 31, 1998, prepared for each of (i) Parent and its
Subsidiaries, calculated on a consolidated and consolidating basis, (ii) the
Logix Group, calculated on a consolidated basis, but also separately detailing
(in form and substance satisfactory to Agents) balance sheets and statements of
operations and cash flows for each of the Fiber Business and the CLEC Business,
and (iii) Dobson Telephone and its Subsidiaries, or (b) the Financial Statements
required to be delivered under SECTIONS 9.3(a), 9.3(b), and 9.3(c), as the case
may be.
DARK FIBER means installed fiber optic cable not carrying a signal
(through which no light is transmitted).
DCCLP means Dobson CC Limited Partnership, an Oklahoma limited
partnership.
DCCLP LIMITED GUARANTY means a limited Guaranty in substantially the
form and upon the terms of EXHIBIT C-2, executed and delivered by DCCLP pursuant
to the requirements of the Loan Papers, as amended, modified, supplemented,
restated, ratified, or reaffirmed in accordance with the Loan Papers.
DEBT means, WITHOUT DUPLICATION, for any Person, the SUM of the
following: (a) all liabilities, obligations, and indebtedness of such Person
which in accordance with GAAP should be classified upon such Person's balance
sheet as liabilities in respect of (i) money borrowed, including, without
limitation, the Principal Debt, (ii) obligations of such Person under Capital
Leases, (iii) obligations of such Person under non-compete agreements, and (iv)
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations, and obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business not more than 90 days past due); (b) all obligations
of the type referred to in CLAUSES (a)(i) through (a)(iii) preceding of other
Persons for the payment of which such Person is responsible or liable as
obligor, guarantor, or otherwise; (c) all obligations of the type referred to in
CLAUSES (a)(i) through CLAUSE (a)(iii) and CLAUSE (b) preceding of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the LESSER of the value of such property or
8
<PAGE>
assets or the amount of the obligation so secured; (d) the face amount of all
letters of credit and banker's acceptances issued for the account of such
Person, and WITHOUT DUPLICATION, all drafts drawn and unpaid thereunder; and
(e) all obligations and liabilities of such Person in connection with
Financial Hedges.
DEBT ISSUANCE means Debt of any Loan Party for borrowed money issued or
incurred after the Closing Date, OTHER THAN Permitted Debt.
DEBT SERVICE means, at any date of determination, calculated for the
fiscal quarter then most recently ended, for the Companies or Dobson Telephone
and its Subsidiaries, as the case may be, the SUM of (a) Interest Expense during
such period, PLUS (b) the amount of scheduled principal payments paid, or
required to be paid, on Debt during such period PLUS (c) with respect to the
Obligation, the amount by which the Commitment is required to be reduced during
such period.
DEBTOR RELIEF LAWS means the BANKRUPTCY CODE OF THE UNITED STATES OF
AMERICA and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments, or similar Laws from time to
time in effect affecting the Rights of creditors generally.
DEFAULT is defined in SECTION 10.
DEFAULT RATE means a per annum rate of interest equal from day to day
to the LESSER of (a) the SUM of the Base Rate PLUS the highest Applicable Margin
for Base Rate Borrowings PLUS 2.0% AND (b) the Maximum Rate.
DISTRIBUTION for any Person means, with respect to any shares of any
capital stock or other equity securities issued by such Person, (a) the
retirement, redemption, purchase, or other acquisition for value of any such
securities, (b) the declaration or payment of any dividend on or with respect to
any such securities, and (c) any other payment by such Person with respect to
such securities.
DOBSON TELEPHONE means Dobson Telephone Company, Inc., an Oklahoma
corporation and a Wholly-owned Subsidiary of Parent.
DOBSON TELEPHONE AVAILABILITY means, at any date of determination, (a)
the PRODUCT of the Operating Cash Flow of Dobson Telephone and its Subsidiaries
for the most recently-ended twelve-calendar month period as reported on the most
recently-delivered Borrowing Base Report, MULTIPLIED by 5, MINUS (b) the
outstanding principal balance under the RUS/RTB Debt at such date of
determination.
DOCUMENTATION AGENT means Toronto Dominion (Texas), Inc., and its
permitted successors or assigns as "DOCUMENTATION AGENT" under this Agreement.
DOLLARS and the symbol $ means lawful money of the United States of
America.
ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender (SO
LONG AS such assignment is not made in conjunction with the sale of such
Affiliate); and (c) any other Person approved by Administrative Agent (which
approval will not be unreasonably withheld or delayed by Administrative Agent)
and, UNLESS a Default or Potential Default has occurred and is continuing at the
time any assignment is effected in accordance with SECTION 13.13, Borrower, such
approval not to be unreasonably withheld or delayed by Borrower and such
approval to be deemed given by Borrower if no objection is received by the
assigning Lender and the Administrative Agent from Borrower within five Business
Days after notice of such proposed
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<PAGE>
assignment has been provided by the assigning Lender to Borrower; PROVIDED,
HOWEVER, that neither Borrower nor any Affiliate of Borrower shall qualify as
an Eligible Assignee.
EMPLOYEE PLAN means an employee pension benefit plan covered by TITLE
IV of ERISA and established or maintained by a Loan Party or any ERISA
Affiliate, but not including any Multiemployer Plan.
ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including,
without limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act (42 U.S.C. Section 9601 ET SEQ.) ("CERCLA"), the Clean Air
Act (42 U.S.C. Section 7401 ET SEQ.), the Federal Water Pollution Control
Act, as amended by the Clean Water Act (33 U.S.C. Section 1251 ET SEQ.), the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 ET
SEQ.), the Emergency Planning and Community Right to Know Act of 1986 (42
U.S.C. Section 11001 ET SEQ.), the Hazardous Materials Transportation Act (49
U.S.C. Section 1801 ET SEQ.), the National Environmental Policy Act of 1969
(42 U.S.C. Section 4321 ET SEQ.), the Oil Pollution Act (33 U.S.C. Section
2701 ET SEQ.), the Resource Conservation and Recovery Act (42 U.S.C. Section
6901 ET SEQ.), the Rivers and Harbors Act (33 U.S.C. Section 401 ET SEQ.),
the Safe Drinking Water Act (42 U.S.C. Section 201 and Section 300f ET SEQ.),
the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42
U.S.C. Section 6901 ET SEQ.), the Toxic Substances Control Act (15 U.S.C.
Section 2601 ET SEQ.), and analogous state and local Laws, as any of the
foregoing may have been and may be amended or supplemented from time to time,
and any analogous future enacted or adopted Law, or (d) the Release or
threatened Release of Hazardous Substances.
EQUITY ISSUANCE means the issuance on and after the Closing Date by
Parent or any Company of any shares of any class of stock, warrants, or other
equity interests, OTHER THAN present and future shares of stock, options, or
warrants issued to employees, directors, or consultants of the issuing entity or
stock issued upon their exercise.
ERISA means the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, as
amended, and the regulations and rulings thereunder.
ERISA AFFILIATE means any company or trade or business (whether or not
incorporated) which, for purposes of TITLE IV of ERISA, is a member of a Loan
Party's controlled group or which is under common control with such Person
within the meaning of SECTION 414(b), (c), (m), or (o) of the Code.
EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "EURODOLLAR RATE" shall mean,
for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
PROVIDED, HOWEVER, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).
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EURODOLLAR RATE BORROWING means a Borrowing bearing interest at the SUM
of the Adjusted Eurodollar Rate PLUS the Applicable Margin for Eurodollar Rate
Borrowings.
EXHIBIT means an exhibit to this Agreement unless otherwise specified.
EXISTING AGREEMENT is defined in the Recitals to this Agreement.
EXISTING COLLATERAL DOCUMENTS is defined in SECTION 6.2.
EXISTING LENDERS is defined in the Recitals to this Agreement.
FCC means the Federal Communications Commission and any successor
regulatory body.
FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined (which
determination shall be conclusive and binding, absent manifest error) by
Administrative Agent to be equal to the weighted average of the rates on
overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day;
PROVIDED THAT (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate charged to the Administrative Agent (in its
individual capacity) on such day on such transactions as determined by the
Administrative Agent (which determination shall be conclusive and binding,
absent manifest error).
FIBER AVAILABILITY means, at any date of determination, the PRODUCT of
the revenue earned by the Fiber Business for the most recently-ended twelve
calendar month period, as reported on the most recently-delivered Borrowing Base
Report, MULTIPLIED by 2.5.
FIBER BUSINESS means all business conducted by Logix (OTHER THAN the
CLEC Business), including, without limitation, the business relating to the
provision of "LONG-HAUL" telecommunications transport services in Texas,
Oklahoma, and Colorado on a wholesale basis to private, business, and government
end-users.
FIBER/FORTE means Dobson Fiber/FORTE of Colorado, Inc., an Oklahoma
corporation and a Wholly-owned Subsidiary of Parent.
FINANCIAL HEDGE means (a) a swap, collar, floor, cap, or other contract
which is intended to reduce or eliminate the risk of fluctuations in interest
rates, or (b) any other currency swap or hedging arrangement acceptable to
Administrative Agent in its sole discretion, SO LONG AS, in either case, any
such Financial Hedge obtained by any Loan Party satisfies the following
requirements: (i) any Lender or financial institution issuing such Financial
Hedge shall calculate its credit exposure in a reasonable and customary manner;
(ii) all documentation for such Financial Hedge shall conform to ISDA standards
and must be acceptable to Administrative Agent with respect to any intercreditor
issues; (iii) if issued by any Lender or any Affiliate of a Lender to Borrower,
the credit exposure under such Financial Hedge shall be secured by Liens in and
to the Collateral as evidence by the Collateral Documents on a PARI PASSU basis
with the Liens of Administrative Agent (held for the benefit of Lenders), and
such Lender or Affiliate issuing a Financial Hedge shall, by acceptance of the
benefits of such Liens in the Collateral agree to the provisions of SECTION
12.12; and (iv) such Financial Hedge shall be incurred in the ordinary course of
business and consistent with prior business practices of the Companies and not
for speculative purposes.
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<PAGE>
FINANCIAL STATEMENTS means balance sheets, income statements,
statements of operations, statements of shareholders' equity, and statements of
cash flows prepared in accordance with GAAP, which statements of operations and
statements of cash flows shall be in comparative form to the corresponding
period of the preceding fiscal year, and which balance sheets and statements of
shareholders' equity shall be in comparative form to the prior fiscal year-end
figures.
FIRST CAPITAL DATE means the date upon which: (a) Borrower has received
one or more Capital Contributions after the Closing Date in an aggregate amount
of not less than $50,000,000 from sources OTHER THAN (i) DCCLP or Parent
pursuant to the Capital Contribution Agreement, or (ii) otherwise from DCCLP,
directly or indirectly (which Capital Contributions shall be in form and
substance acceptable to Required Lenders in their reasonable sole discretion);
(b) no Default or Potential Default then exists or arises; and (c) all mandatory
prepayments required pursuant to SECTION 3.3(a)(ii) have been paid.
GAAP means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board which are applicable from time to time.
GOVERNMENTAL AUTHORITY means any (a) local, state, municipal, or
federal judicial, executive, or legislative instrumentality, (b) private
arbitration board or panel, or (c) central bank.
GUARANTOR means any Person, including, but not limited to, Parent,
DCCLP (if prior to the Second Capital Date), and any direct or indirect
Subsidiary of Borrower, who undertakes to be liable for all or any part of the
Obligation by execution of a Guaranty or otherwise.
GUARANTY means, individually, each of the following, and GUARANTIES
means collectively: (a) a Guaranty in substantially the form and upon the terms
of EXHIBIT C-1, executed and delivered by any Person pursuant to the
requirements of the Loan Papers, as amended, modified, supplemented, restated,
ratified, or reaffirmed in accordance with the Loan Papers, and (b) if prior to
the Second Capital Date, the DCCLP Limited Guaranty.
HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined, or classified as a hazardous waste, hazardous material, pollutant,
contaminant, or toxic or hazardous substance under any Environmental Law,
including without limitation, any hazardous substance within the meaning of
SECTION 101(14) of CERCLA, (b) petroleum, oil, gasoline, natural gas, fuel oil,
motor oil, waste oil, diesel fuel, jet fuel, and other petroleum hydrocarbons,
(c) regulated asbestos and asbestos-containing materials in any form, (d)
polychlorinated biphenyls, or (e) urea formaldehyde foam.
ILEC means an incumbent local exchange carrier.
INTEREST COVERAGE RATIO means, on any date of determination, calculated
for the fiscal quarter then most recently ended, the ratio of (a) the SUM of the
Operating Cash Flow for the CLEC Business PLUS the Operating Cash Flow of the
Fiber Business PLUS the Operating Cash Flow of Dobson Telephone and its
Subsidiaries to (b) the SUM (without duplication) of the Interest Expense for
the CLEC Business PLUS the Interest Expense of the Fiber Business PLUS the
Interest Expense of Dobson Telephone and its Subsidiaries MINUS the amount of
cash interest paid on the Senior Notes during such fiscal quarter to the extent
such interest payments were made with proceeds of the Pledged Government
Securities.
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INTEREST EXPENSE, calculated at any date of determination with respect
to the most recently ended Rolling Period (unless otherwise indicated), means
for any Person or line of business, the aggregate amount of all interest
(including commitment fees) on all Debt of such Person, whether paid in cash or
accrued as a liability and payable in cash during such period (including,
without limitation, imputed interest on Capital Lease obligations; the
amortization of any original issue discount on any Debt; the interest portion of
any deferred payment obligation; all commissions, discounts, and other fees and
charges owed with respect to letters of credit or bankers' acceptance financing;
net costs associated with Financial Hedges; the interest component of any Debt
that is guaranteed or secured by such Person), and all cash premiums or
penalties for the repayment, redemption, or repurchase of Debt.
INTEREST PERIOD is determined in accordance with SECTION 3.10.
LAWS means all applicable statutes, laws, treaties, ordinances, tariff
requirements, rules, regulations, orders, writs, injunctions, decrees,
judgments, opinions, or interpretations of any Governmental Authority.
LC means any standby letter of credit issued hereunder by
Administrative Agent pursuant to an LC Agreement.
LC AGREEMENT means a letter of credit application and agreement (in
form and substance satisfactory to Administrative Agent) submitted by Borrower
to Administrative Agent for an LC for its own account (and for its benefit or
the benefit of any other Company); PROVIDED THAT this Agreement shall control
any conflict between this Agreement and any such LC Agreement.
LC EXPOSURE means, at any time and WITHOUT DUPLICATION, the SUM of (a)
the aggregate undrawn portion of all uncancelled and unexpired LCs PLUS (b) the
aggregate unpaid reimbursement obligations of Borrower in respect of drawings of
drafts under any LC.
LC SUBFACILITY means a subfacility for the issuance of LCs (the LC
Exposure in connection with which may never exceed $5,000,000), as described in
and subject to the limitations of SECTION 2.2.
LENDERS means, on any date of determination, the financial institutions
named on SCHEDULE 2.1 (as the same may be amended from time to time by
Administrative Agent to reflect the assignments made in accordance with SECTION
13.13(b)), and subject to the terms and conditions of this Agreement, and their
respective successors and assigns (but not any Participant who is not otherwise
a party to this Agreement); PROVIDED THAT, solely for purposes of the Collateral
Documents and SECTIONS 12, 3.13, and 3.14, "LENDERS" shall also include any
Lender or Affiliate of a Lender who is party to a Financial Hedge with Borrower
and their respective successors and assigns (for purposes hereof, each Lender
shall be deemed to have entered into this Agreement for and on behalf of any
Affiliate now or hereafter party to a Financial Hedge with Borrower).
LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement, or encumbrance of any kind, and any other
Right of or arrangement with any creditor (OTHER THAN under or relating to
subordination or other intercreditor arrangements) to have its claim satisfied
out of any property or assets, or the proceeds therefrom, prior to the general
creditors of the owner thereof.
LITIGATION means any action by or before any Governmental Authority.
LOAN PAPERS means (a) this Agreement, the Notes, the Collateral
Documents, LCs, the Capital Contribution Agreement, and LC Agreements, (b) all
agreements, documents, or instruments in favor of
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Agents or Lenders ever delivered pursuant to this Agreement or otherwise
delivered in connection with all or any part of the Obligation, and (c) all
future renewals, extensions, restatements, reaffirmations, or amendments of,
or supplements to, all or any part of the foregoing.
LOAN PARTIES means Parent, the Companies, and all other Guarantors
(OTHER THAN DCCLP).
LOGIX means Logix Communications Corporation, an Oklahoma corporation,
(i) formerly known as Dobson Wireless, Inc., the successor by merger with the
former Logix Communications Corporation, and (ii) successor by statutory merger
with American Telco, Inc., American Telco Network Services, Inc., Dobson Fiber
Company, and Dobson Network Management, Inc.
LOGIX GROUP means, at any date of determination thereof, Logix and each
of its Subsidiaries.
MATERIAL ADVERSE EVENT means any set of one or more circumstances or
events which, individually or collectively, could reasonably be expected to
result in any (a) material impairment of the ability of any Loan Party (or, if
prior to the Second Capital Date, DCCLP) to perform any of their respective
payment or other material obligations under the Loan Papers or the ability of
Administrative Agent or any Lender to enforce any such obligations or any of
their respective Rights under the Loan Papers, (b) material and adverse effect
on the business, properties, condition (financial or otherwise), or results of
operations of any Loan Party (or, if prior to the Second Capital Date, DCCLP),
either singly or in the aggregate, or (c) Default or Potential Default.
MATERIAL AGREEMENT means any contract material to the respective
business of any Loan Party (including with respect to any telecommunications
systems thereof).
MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest which,
under applicable Law, such Lender is permitted to contract for, charge, take,
reserve, or receive on the Obligation.
MAXIMUM AVAILABILITY means, at any date of determination, the amount
shown in the table below that corresponds with the applicable date of
determination:
<TABLE>
<CAPTION>
- - ---------------------------------------------- -----------------------------------
DATE OF DETERMINATION MAXIMUM AMOUNT
<S> <C>
- - ---------------------------------------------- -----------------------------------
On the Closing Date to and including 09/30/99 $37,000,000
- - ---------------------------------------------- -----------------------------------
On 10/01/99 to and including $42,500,000
10/31/99
- - ---------------------------------------------- -----------------------------------
On 11/01/99 and thereafter $50,000,000
- - ---------------------------------------------- -----------------------------------
</TABLE>
MULTIEMPLOYER PLAN means a multiemployer plan as defined in SECTIONS
3(37) or 4001(a)(3) of ERISA or SECTION 414(f) of the Code to which any Loan
Party or any ERISA Affiliate is making, or has made, or is accruing, or has
accrued, an obligation to make contributions.
NET CASH PROCEEDS means (a) with respect to any Significant Sale, cash
(freely convertible into Dollars) received, on or after the date of consummation
of such Significant Sale, by any Company from such Significant Sale, after (i)
deduction of Assumed Taxes, (ii) payment of all usual and customary brokerage
14
<PAGE>
commissions and all other reasonable fees and expenses related to such
Significant Sale (including, without limitation, reasonable attorneys' fees and
closing costs incurred in connection with such Significant Sale), (iii)
deduction of appropriate amounts to be provided by Borrower or any Company as a
reserve, in accordance with GAAP, against any liabilities retained by any
Company after such Significant Sale, which liabilities are associated with the
asset or assets being sold, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such
Significant Sale, and (iv) deduction for the amount of any Debt (OTHER THAN the
Obligation) secured by the respective asset or assets being sold, which Debt is
required to be repaid as a result of such Significant Sale; (b) with respect to
any incurrence of Debt, cash (freely convertible in to Dollars) received, on or
after the date of incurrence of such Debt, by any Company from the incurrence of
such Debt after (i) payment of all reasonable attorneys' fees and usual and
customary underwriting commissions, closing costs, and other reasonable expenses
associated with such incurrence of Debt, (ii) deduction of all deposits, escrow
amounts, or other reserves required to be maintained by any Company in
connection with such Debt, and (iii) deductions for the amount of any other Debt
(OTHER THAN the Obligation) which is required to be repaid concurrently with or
otherwise as a result of the incurrence of such Debt; and (c) with respect to
any Equity Issuance, cash (freely convertible into Dollars) (including any cash
received by way of deferred payment pursuant to a promissory note, or otherwise,
but only as and when received) received, on or after the date of such Equity
Issuance, by Borrower from such Equity Issuance, net of usual and customary
transaction costs and expenses and Assumed Taxes.
NOTE means a promissory note in substantially the form of EXHIBIT A,
and all renewals and extensions of all or any part thereof.
NOTICE OF BORROWING is defined in SECTION 2.4(a).
NOTICE OF CONVERSION is defined in SECTION 3.11.
NOTICE OF LC is defined in SECTION 2.2(a).
OBLIGATION means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to Administrative Agent, any other Agent, any Lender, or any
Affiliate of any Lender by any Company arising from, by virtue of, or pursuant
to any Loan Paper, TOGETHER WITH all interest accruing thereon, fees, costs, and
expenses (including, without limitation, all attorneys' fees and expenses
incurred in the enforcement or collection thereof) payable under the Loan
Papers.
OPERATING CASH FLOW means, for any Person or line of business, as
calculated at any date of determination with respect to the most recently ended
Rolling Period (unless otherwise indicated), the SUM (without duplication and
without giving effect to any extraordinary losses or gains during such period)
of (a) net income or deficit during such period, PLUS (b) to the extent already
deducted in computing such net income (i) income Tax expense, (ii) Interest
Expense during such period, and (iii) depreciation, amortization, and other
non-cash-expense items during such period, LESS (c) interest and dividend
income, LESS (d) other non-cash components of income, adjusted as required to
take into account any minority ownership interest. The provision for income
taxes and reductions in deferred taxes shall be adjusted in accordance with the
Tax Sharing Agreement (to the extent the Tax Sharing Agreement applies). In
determining Operating Cash Flow for any Person such amount shall be calculated
after giving effect to Acquisitions and divestitures of such Person (to the
extent permitted by the Loan Papers in the case of the Companies) during such
period as if such transactions had occurred on the first day of such period,
regardless of whether the effect is positive or negative.
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<PAGE>
OTHER TAXES is defined in 4.6(b).
PARENT means Logix Communications Enterprises, Inc., an Oklahoma
corporation, formerly known as Dobson Wireline Company, and a Wholly-owned
Subsidiary of Dobson Operating Company, an Oklahoma corporation and a
Wholly-owned Subsidiary of Communications.
PARTICIPANT is defined in SECTION 13.13(e).
PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established pursuant to ERISA.
PERMITTED ACQUISITION means:
(a) An Acquisition by Logix or any Subsidiary of Logix of
businesses which are engaged in the Telecommunications Business, with
respect to which each of the following requirements shall have been
satisfied:
(i) the Acquisition occurs after the last day of
the Qualifying Period;
(ii) the purchase price for such Acquisition must be
less than or equal to $1,000,000 and when aggregated with the
purchase price of each other Acquisition consummated after the
Closing Date, may not exceed $10,000,000 in the aggregate;
(iii) as of the closing of any Acquisition, the
Acquisition has been approved and recommended by the board of
directors of the Person to be acquired or from which such
business is to be acquired;
(iv) the Acquisition shall be made on terms and
conditions satisfactory to Agents;
(v) not less than 30 Business Days prior to the
closing of any Acquisition, Logix shall have delivered to
Administrative Agent a Permitted Acquisition Compliance
Certificate, demonstrating pro forma compliance with the terms
and conditions of the Loan Papers, after giving effect to the
Acquisition, including (A) a pro forma income and balance
sheet for the Companies (after giving effect to the
Acquisition); (B) three year cash flow projections for the
Companies (after giving effect to the Acquisition),
demonstrating compliance with the Companies' applicable
financial covenants and debt amortization schedules; (C) to
the extent available, audited financial statements for the
acquired assets or entity and its business for the three
fiscal years immediately preceding the date of such
Acquisition; (D) a description of the acquired assets or
entity and its business; and (E) such other information
regarding the Acquisition as Lenders may reasonably request;
(vi) the financial condition of the entity or assets
to be acquired must be satisfactory to Agents, including,
without limitation, evidence that the projected Operating Cash
Flow (attributable to the assets or entity being acquired
pursuant to such Acquisition) for the 12 month period
following such Acquisition will be greater than NEGATIVE
$100,000;
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<PAGE>
(vii) each Authorization issued by the FCC or any PUC
to be acquired by any Company shall be valid, binding,
enforceable, and subsisting without any defaults thereunder or
enforceable adverse limitations thereon and shall not be
subject to any proceedings or claims opposing the issuance,
development, or use thereof or contesting the validity
thereof, UNLESS such Company has entered into an agreement
with the seller of such Authorization protecting such Company
from such adverse limitations, proceedings, or claims, which
agreement shall be on terms and conditions satisfactory to
Agents;
(viii) prior to consummation of any Acquisition,
Logix shall have satisfied the conditions precedent set forth
in SECTION 7.2;
(ix) as of the closing of any Acquisition, after
giving effect to such Acquisition, the acquiring party must be
Solvent and the Logix Group, on a consolidated basis, must be
Solvent;
(x) as of the closing of any Acquisition, no Default
or Potential Default shall exist or occur as a result of, and
after giving effect to, such Acquisition; and
(xi) as of the closing of any Acquisition, (A) if
such Acquisition is structured as a merger, Logix, (or if such
merger is with any Subsidiary of Logix, then such Subsidiary)
must be the surviving entity after giving effect to such
merger; and (B) if such Acquisition is structured as a
stock/equity acquisition, the acquiring Company shall own not
less than a 100% interest in the entity being acquired; or
(b) any other Acquisition for which the prior written consent
of Required Lenders has been obtained.
PERMITTED ACQUISITION COMPLIANCE CERTIFICATE means a certificate signed
by a Responsible Officer of Borrower, substantially in the form of EXHIBIT E-2.
PERMITTED ACQUISITION LOAN CLOSING CERTIFICATE means a certificate
signed by a Responsible Officer of Borrower, substantially in the form of
EXHIBIT E-3.
PERMITTED DEBT means Debt permitted under SECTION 9.12 as described in
such Section.
PERMITTED LIENS means Liens permitted under SECTION 9.13 as described
in such Section.
PERSON means any individual, entity, or Governmental Authority.
PHASE I LEVERAGE RATIO means, on any determination the ratio of (a) the
SUM (without duplication) of (i) the Debt of the Companies (calculated on a
consolidated basis) PLUS (ii) the Debt of Dobson Telephone and its Subsidiaries
to (b) the SUM of the Operating Cash Flow of the Fiber Business PLUS the
Operating Cash Flow of Dobson Telephone and its Subsidiaries; PROVIDED THAT, if
the Obligation is prepaid pursuant to SECTION 3.3(a)(ii) from Capital
Contributions made under the Capital Contribution Agreement during the period
after the end of the applicable period of determination but prior to the date
Borrower is required to deliver Financial Statements pursuant to SECTION 9.3(b)
for such period of determination, then in determining the Phase I Leverage
Ratio, the calculation of the Debt of the Companies may be reduced by the amount
of such prepayment of the Obligation.
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PHASE II COMMENCEMENT DATE means a date which is the EARLIER of either
(a) the first day of the fiscal quarter immediately following the Qualifying
Period or (b) July 1, 2001.
PHASE II LEVERAGE RATIO means, on any date of determination, the ratio
of (a) the SUM (without duplication) of the Debt of the Companies (calculated on
a consolidated basis) PLUS the Debt of Dobson Telephone and its Subsidiaries to
(b) the SUM of the CLEC Operating Cash Flow PLUS the Operating Cash Flow of the
Fiber Business PLUS the Operating Cash Flow of Dobson Telephone and its
Subsidiaries.
PHASE II NOTICE DATE means the second Business Day after Borrower
delivers to Administrative Agent the Compliance Certificates (and related
Financial Statements) demonstrating to Administrative Agent's satisfaction
compliance with the Phase II Leverage Ratio for each of the fiscal quarters in
the Qualifying Period.
PLEDGED GOVERNMENT SECURITIES means the portfolio of United States
government securities that were purchased with proceeds of the Senior Notes and
which are pledged as security for the first six interest payments on the Senior
Notes.
POTENTIAL DEFAULT means the occurrence of any event or existence of any
circumstance which, with the giving of notice or lapse of time or both, would
become a Default.
PRIME RATE means the per annum rate of interest established from time
to time by Bank of America, N.A., as its prime rate, which rate may not be the
lowest rate of interest charged by Bank of America, N.A. to its customers.
PRINCIPAL DEBT means, on any date of determination, the aggregate
unpaid principal balance of all Borrowings, TOGETHER WITH the aggregate unpaid
reimbursement obligations of Borrower in respect of drawings of drafts under any
LC.
PRO RATA or PRO RATA PART, for each Lender on any date of
determination, means (a) for purposes of any commitment to fund any Borrowing or
to purchase participations pursuant to SECTION 2.2 in respect of the LC
Subfacility, such Lender's Applicable Percentage then in effect, (b) for
purposes of sharing any amount or fee payable to any Lender, the proportion
which the portion of the Principal Debt owed to such Lender (whether held
directly or through a participation in respect of the LC Subfacility and
determined after giving effect thereto) bears to the Principal Debt then
outstanding, and (c) for all other purposes, the proportion which the portion of
the Obligation owed to such Lender bears to the Obligation owed to all Lenders
at the time in question, or if no Obligation is outstanding, then the proportion
that such Lender's Committed Sum bears to the Commitment then in effect.
PUBLIC MARKET is defined in SECTION 10.7.
PUC means any state or local regulatory agency or Governmental
Authority that exercises jurisdiction over the rates or services or the
ownership, construction, or operation of network facilities or
telecommunications systems or over Persons who own, construct, or operate
network facilities or telecommunications systems.
QUALIFYING PERIOD means the first two consecutive fiscal quarters
occurring after the Closing Date but prior to July 1, 2001, with respect to
which Borrower has delivered Compliance Certificates and related Financial
Statements (in form and substance satisfactory to Administrative Agent)
demonstrating positive
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Operating Cash Flow for the CLEC Business calculated with respect to such two
consecutive fiscal quarters and for which period no Default or Potential
Default exists or arises.
REGISTER is defined in SECTION 13.13(c).
REGULATION D means Regulation D of the Board of Governors of the
Federal Reserve System, as amended.
REGULATION U means Regulation U of the Board of Governors of the
Federal Reserve System, as amended.
RELEASE means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or
surface water, or soil.
REPORTABLE EVENT shall have the meaning specified in SECTION 4043 of
ERISA or the regulations issued thereunder in connection with an Employee Plan,
excluding events for which the notice requirement is waived under applicable
PBGC regulations OTHER THAN those events described in SECTIONS 4043.21, 4043.24
and 4043.28 of such regulations, including each such provision as it may
subsequently be renumbered.
REPORTED PERIOD is defined in SECTION 8.28.
REPRESENTATIVES means representatives, officers, directors, employees,
attorneys, and agents.
REQUIRED LENDERS means (a) on any date of determination PRIOR TO the
Termination Date, (i) if there are three or fewer Lenders under the Loan Papers
on any such date of determination, all Lenders; (ii) if there are only four
Lenders under the Loan Papers on any such date of determination, those Lenders
holding 51% or more of the Commitment then in effect, BUT NOT LESS THAN three
Lenders; (iii) if there are only five Lenders under the Loan Papers on any such
date of determination, those Lenders holding 66 2/3% or more of the Commitment
then in effect; or (iv) if there are six or more Lenders under the Loan Papers
on any such date of determination, those Lenders holding 51% or more of the
Commitment then in effect; and (b) on any date of determination ON OR AFTER the
Termination Date; (i) if there are three or fewer Lenders under the Loan Papers
on any such date of determination, all Lenders; (ii) if there are only four
Lenders under the Loan Papers on any such date of determination, those Lenders
holding 51% or more of the Principal Debt, BUT NOT LESS THAN three Lenders;
(iii) if there are only five Lenders under the Loan Papers on any such date of
determination, those Lenders holding 66 2/3% or more of the Principal Debt; or
(iv) if there are six or more Lenders on any such date of determination, those
Lenders holding 51% or more of the Principal Debt.
RESERVE REQUIREMENT means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental, or
emergency reserves) are required to be maintained under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) by member banks of the Federal Reserve System against, in the case of
Eurodollar Rate Borrowings, "EUROCURRENCY LIABILITIES" (as such term is used in
Regulation D). Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by such
member banks with respect to (a) any category of liabilities which includes
deposits by reference to which the Adjusted Eurodollar Rate is to be determined,
or (b) any category of extensions of credit or other assets which include
Eurodollar Rate Borrowings. The Adjusted Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Requirement.
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RESPONSIBLE OFFICER means the chairman, president, chief executive
officer, chief financial officer, or treasurer of a Person, or, for all purposes
under the Loan Papers, any other officer designated from time to time by the
Board of Directors of such Person, which designated officer is acceptable to
Administrative Agent.
RIGHTS means rights, remedies, powers, privileges, and benefits.
ROLLING PERIOD means, at any date of determination, (a) occurring on or
after the Closing Date until (but not including) the Phase II Commencement Date,
the most recently-ended twelve calendar months and (b) occurring on and after
the Phase II Commencement Date, the most recent four fiscal quarters ended on
March 31, June 30, September 30, or December 31 (as the case may be).
RUS/RTB DEBT means all Debt owed by Dobson Telephone or by its
predecessor McLoud Telephone Company to the United States of America (acting
through the Administrator of the Rural Utilities Services or its predecessor,
the Rural Electrification Administration), and the Rural Telephone Bank,
including without limitation, that Debt evidenced by that certain Telephone Loan
Contract dated November 7, 1958, among Dobson Telephone, the United States of
America, and the Rural Telephone Bank, and that certain Telephone Loan Contract
dated March 19, 1956, between McLoud Telephone Company and the United States of
America and all other agreements evidencing or securing such Debt (each as
amended, restated, supplemented, or modified, including without limitation, by
that certain Amending Telephone Loan Contract dated as of August 13, 1998).
SCHEDULE means, UNLESS specified otherwise, a schedule attached to this
Agreement, as the same may be supplemented and modified from time to time in
accordance with the terms of the Loan Papers.
SECOND CAPITAL DATE means the date upon which: (a) Borrower has
received one or more Capital Contributions after the Closing Date in an
aggregate amount of not less than $100,000,000 (inclusive of all Capital
Contributions made on or prior to the First Capital Date) from sources OTHER
THAN pursuant to the Capital Contribution Agreement (which Capital Contributions
shall be in form and substance, and from sources, acceptable to Required Lenders
in their sole discretion), (b) no Default or Potential Default then exists or
arises, (c) all mandatory prepayments required pursuant to SECTION 3.3(a)(ii)
have been paid, and (d) Borrower can demonstrate compliance with the applicable
Phase I Leverage Ratio after giving effect to such Capital Contribution and
related mandatory prepayments.
SECURITIES ACT is defined in SECTION 10.7.
SECURITY AGREEMENT means, individually, and SECURITY AGREEMENTS means,
collectively, (a) the Pledge, Assignment, and Security Agreement of each
Company, substantially in the form and upon the terms of EXHIBIT D-1, executed
and delivered by any Person pursuant to the requirements of the Loan Papers; (b)
the Pledge, Assignment, and Security Agreement of Parent, substantially in the
form and upon the terms of EXHIBIT D-2, executed and delivered by Parent
pursuant to the requirements of the Loan Papers; and (c) any amendments,
modifications, supplements, ratifications, or restatements of any Security
Agreement made in accordance with the Loan Papers.
SENIOR NOTES means the 12 1/4% Senior Notes due 2008, issued by Parent
pursuant to an Indenture dated as of June 12, 1998, between Parent's predecessor
in interest Dobson Wireline, Inc., as issuer, and United States Trust Company of
New York, as trustee.
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SIGNIFICANT SALE means any sale, lease, transfer, or other
disposition of any property or assets (tangible or intangible) by any Company
to any other Person (OTHER THAN any sale, lease, transfer, or other
disposition contemplated by SECTIONS 9.23(a) through (f)) with respect to
which the Net Cash Proceeds realized by the Companies for such asset
disposition (or when aggregated with the Net Cash Proceeds from all such
other asset dispositions occurring in the same calendar year) equals or
exceeds $100,000.
SOLVENT means, as to a Person, that (a) the aggregate fair market
value of such Person's assets exceeds its liabilities (whether contingent,
subordinated, unmatured, unliquidated, or otherwise), (b) such Person has
sufficient cash flow to enable it to pay its Debts as they mature, and (c)
such Person does not have unreasonably small capital to conduct such Person's
businesses.
SUBJECT MONTH is defined in SECTION 9.3(k).
SUBSIDIARY of any Person means (a) any entity of which an aggregate
of more than 50% (in number of votes) of the stock is owned of record or
beneficially, directly or indirectly, by such Person, or (b) any partnership
(limited or general) of which such Person shall at any time be the general
partner or own 50% or more of the issued and outstanding partnership
interests.
SYNDICATION AGENT means CIBC World Markets Corp. and its permitted
successors or assigns as "SYNDICATION AGENT" under this Agreement.
TAX SHARING AGREEMENT means that certain consolidated income tax
payment agreement dated February 28, 1997, entered into between
Communications and its Subsidiaries.
TAXES means, for any Person, taxes, assessments, or other
governmental charges or levies imposed upon such Person, its income, or any
of its properties, franchises, or assets.
TELECOMMUNICATIONS ASSETS means all assets, rights (contractual or
otherwise), and properties, whether tangible or intangible, used in
connection with a Telecommunications Business.
TELECOMMUNICATIONS BUSINESS means the business of (a) transmitting
or providing services related to the transmission of voice, video, or data
through owned or leased transmission facilities; (b) creating, developing, or
marketing communications related network equipment, software, and other
services for use in a Telecommunications Business; or (c) evaluating,
participating, or pursuing any other activity or opportunity that is related
to those identified in CLAUSES (a) or (b) above; PROVIDED THAT, the
determination of what constitutes a Telecommunications Business shall be made
in good faith by the Board of Directors of the Company.
TERMINATION DATE means the EARLIER of either (a) June 30, 2005, or
(b) the effective date of any other termination, cancellation, or
acceleration of Lenders' commitments to lend under, and in accordance with,
this Agreement.
TYPE means any type of Borrowing determined with respect to the
interest option applicable thereto.
UNRESTRICTED CASH means, solely with respect to the Logix Group, on
any date of determination, the aggregate Dollar amount of all
immediately-available cash owned by such Person, which cash is not subject to
any Liens or claims of third Persons and is unconditionally available for
payment of the Obligation.
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VOTING STOCK means securities (as such term is defined in SECTION
2(1) of the Securities Act of 1933, as amended) of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions).
WHOLLY-OWNED when used in connection with any Subsidiary shall mean
a Subsidiary of which all of the issued and outstanding shares of stock
(EXCEPT shares required as directors' qualifying shares) shall be owned by
Borrower or one or more of its Wholly-owned Subsidiaries.
WORKING CAPITAL means the SUM of all current assets OTHER THAN cash,
LESS the SUM of all current liabilities OTHER THAN the current portion of
long term Debt, all as determined in accordance with GAAP.
1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES. UNLESS otherwise
specified in the Loan Papers, (a) where appropriate, the singular includes
the plural and VICE VERSA, and words of any gender include each other gender,
(b) heading and caption references may not be construed in interpreting
provisions, (c) monetary references are to currency of the United States of
America, (d) section, paragraph, annex, schedule, exhibit, and similar
references are to the particular Loan Paper in which they are used, (e)
references to "TELECOPY," "FACSIMILE," "FAX," or similar terms are to
facsimile or telecopy transmissions, (f) references to "INCLUDING" mean
including without limiting the generality of any description preceding that
word, (g) the rule of construction that references to general items that
follow references to specific items are limited to the same type or character
of those specific items is not applicable in the Loan Papers, (h) references
to any Person include that Person's heirs, personal representatives,
successors, trustees, receivers, and permitted assigns, (i) references to any
Law include every amendment or supplement to it, rule and regulation adopted
under it, and successor or replacement for it, and (j) references to any Loan
Paper or other document include every renewal and extension of it, amendment
and supplement to it, and replacement or substitution for it.
1.3 ACCOUNTING PRINCIPLES. All accounting and financial terms used
in the Loan Papers and the compliance with each financial covenant therein
shall be determined in accordance with GAAP, and, all accounting principles
shall be applied on a consistent basis so that the accounting principles in a
current period are comparable in all material respects to those applied
during the preceding comparable period. If Borrower or any Lender determines
that a change in GAAP from that in effect on the date hereof has altered the
treatment of certain financial data to its detriment under this Agreement,
such party may, by written notice to the others and Administrative Agent not
later than ten days after the effective date of such change in GAAP, request
renegotiation of the financial covenants affected by such change. If Borrower
and Required Lenders have not agreed on revised covenants within 30 days
after delivery of such notice, then, for purposes of this Agreement, GAAP
will mean generally accepted accounting principles on the date just prior to
the date on which the change that gave rise to the renegotiation occurred.
SECTION 2 BORROWING PROVISIONS.
2.1 COMMITMENTS. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Papers, each Lender
severally and not jointly agrees to lend to Borrower such Lender's Pro Rata
Part of one or more Borrowings not to exceed such Lender's Committed Sum,
which may be repaid and reborrowed from time to time in accordance with the
terms and provisions of the Loan Papers; PROVIDED THAT, (a) each such
Borrowing must occur on a Business Day and no later than the Business Day
immediately preceding the Termination Date; (b) prior to the Second Capital
Date, only one Borrowing may be made in any calendar week; (c) each such
Borrowing shall be in an amount not less than $2,000,000 or a greater
integral multiple of $500,000; (d) on any date of determination, the
Commitment Usage shall never exceed
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the Available Commitment then in effect; and (e) no Default or Potential
Default exists or arises as a result of such Borrowing.
2.2 LC SUBFACILITY.
(a Subject to the terms and conditions of this Agreement and
applicable Law, Administrative Agent agrees to issue LCs upon
Borrower's application therefor (denominated in Dollars) by
delivering to Administrative Agent a properly completed notice (a
"NOTICE OF LC," substantially in the form of EXHIBIT B-3) and an LC
Agreement with respect thereto no later than 10:00 a.m. Dallas,
Texas time three Business Days before such LC is to be issued;
PROVIDED THAT, (i) on any date of determination and after giving
effect to any LC to be issued on such date, the Commitment Usage
shall never exceed the Available Commitment then in effect, (ii) on
any date of determination and after giving effect to any LC to be
issued on such date, the LC Exposure shall never exceed $5,000,000,
(iii) at the time of issuance of such LC, no Default or Potential
Default shall have occurred and be continuing, and (iv) each LC must
expire NO LATER than the EARLIER of the 30th day prior to the
Termination Date or one year from its issuance; PROVIDED THAT, any
LC may provide for automatic renewal for successive twelve month
periods (but no renewal period may extend beyond the 30th day prior
to the Termination Date) unless Administrative Agent has given prior
notice to the applicable beneficiary of its election not to extend
such LC.
(b Immediately upon the issuance by Administrative Agent of any
LC, Administrative Agent shall be deemed to have sold and
transferred to each other Lender, and each other such Lender shall
be deemed irrevocably and unconditionally to have purchased and
received from Administrative Agent, without recourse or warranty, an
undivided interest and participation, to the extent of such Lender's
Pro Rata Part, in such LC, and all Rights of Administrative Agent in
respect thereof (OTHER THAN Rights to receive certain fees provided
for in SECTION 2.2(c)). Upon the issuance, renewal, or extension of
an LC, Administrative Agent shall provide copies of such LC to each
other Lender.
(c In order to induce Administrative Agent to issue and maintain
LCs and Lenders to participate therein, Borrower agrees to pay or
reimburse Administrative Agent (i) on the date on which any draft is
presented under any LC, the amount of any draft paid or to be paid
by Administrative Agent and (ii) promptly, upon demand, the amount
of any fees (in addition to the fees described in SECTION 5) which
Administrative Agent customarily charges to a Person similarly
situated in the ordinary course of its business for amending LC
Agreements, for honoring drafts, and taking similar action in
connection with letters of credit; PROVIDED THAT, (x) if Borrower
has not reimbursed Administrative Agent for any drafts paid or to be
paid within 24 hours of demand therefor by Administrative Agent,
Administrative Agent is hereby irrevocably authorized to fund such
reimbursement obligations as a Borrowing to the extent of
availability, and the proceeds of such Borrowing shall be advanced
directly to Administrative Agent in payment of Borrower's
reimbursement obligation with respect to the draft under the LC; and
(y) if for any reason, funds are not advanced, then Borrower's
reimbursement obligation shall continue to be due and payable.
Borrower's obligations under this SECTION 2.2(c) shall be absolute
and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim, or defense to payment which Borrower
may have at any time against Administrative Agent or any other
Person, and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances: (A) any lack
of validity or enforceability of this Agreement or any of the Loan
Papers; (B) the existence of any claim, setoff, defense, or other
Right which Borrower may have at any time against a beneficiary
named in a LC, any transferee of
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any LC (or any Person for whom any such transferee may be acting),
Administrative Agent, any Lender, or any other Person, whether in
connection with this Agreement, any LC, the transactions
contemplated herein, or any unrelated transactions (including any
underlying transaction between Borrower and the beneficiary named in
any such LC); (C) any draft, certificate, or any other document
presented under the LC proving to be forged, fraudulent, invalid, or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; and (D) the occurrence of any Potential
Default or Default. To the extent any funding of a draft has been
made by Lenders pursuant to SECTION 2.2(e) or otherwise under this
Agreement, Administrative Agent shall promptly distribute any such
payments received from Borrower with respect to such draft to all
Lenders funding such draft according to their ratable share.
Interest on any amounts remaining unpaid by Borrower (and unfunded
by a Borrowing) under this clause at any time from and after the
date such amounts become payable until paid in full shall be payable
by Borrower to Administrative Agent at the Default Rate. In the
event any payment by Borrower received by Administrative Agent with
respect to an LC and distributed to Lenders on account of their
participations therein is thereafter set aside, avoided, or
recovered from Administrative Agent in connection with any
receivership, liquidation, or bankruptcy proceeding, each Lender
which received such distribution shall, upon demand by
Administrative Agent, contribute such Lender's ratable portion of
the amount set aside, avoided, or recovered, TOGETHER WITH interest
at the rate required to be paid by Administrative Agent upon the
amount required to be repaid by it.
(d If any draft shall be presented for honor under any LC,
Administrative Agent shall promptly notify Borrower of the date and
amount of such draft; PROVIDED THAT, failure to give any such notice
shall not affect the obligations of Borrower hereunder. Administrative
Agent shall make payment upon presentment of a draft for honor unless
it appears that presentment on its face does not comply with the terms
of such LC, regardless of whether (i) any default or potential default
under any other agreement has occurred and (ii) the obligations under
any other agreement have been performed by the beneficiary or any other
Person (and Administrative Agent shall not be liable for any obligation
of any Person thereunder). Administrative Agent and Lenders shall not
be responsible for, and Borrower's reimbursement obligations for
honored drafts shall not be affected by, any matter or event whatsoever
(including, without limitation, the validity or genuineness of
documents or of any endorsements thereof, even if such documents should
in fact prove to be in any respect invalid, fraudulent, or forged), or
any dispute among any Company, the beneficiary of any LC, or any other
Person to whom any LC may be transferred, or any claims whatsoever of
any Company against any beneficiary of any LC or any such transferee;
PROVIDED THAT, nothing in this Agreement shall constitute a waiver of
Borrower's Rights to assert any claim based upon the gross negligence
or wilful misconduct of Administrative Agent or any Lender.
(e If Borrower fails to reimburse Administrative Agent as
provided in SECTION 2.2(c) within 24 hours of the demand therefor by
Administrative Agent, Administrative Agent shall promptly notify each
Lender of such failure, of the date and amount of the draft paid, and
of such Lender's Pro Rata Part thereof. Each Lender shall promptly and
unconditionally make available to Administrative Agent in immediately
available funds such Lender's Pro Rata Part of such unpaid
reimbursement obligation, which funds shall be paid to Administrative
Agent on or before the close of business on the Business Day on which
such notice was given by Administrative Agent (if given prior to 1:00
p.m., Dallas, Texas time) or on the next succeeding Business Day (if
notice was given after 1:00 p.m., Dallas, Texas time). All such amounts
payable by any such Lender shall include interest thereon accruing at
the Federal Funds Rate from the day the applicable draft is paid by
Administrative Agent to (but not including) the date such amount is
paid by such Lender to Administrative Agent. The obligations of Lenders
to make payments to Administrative Agent with
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respect to LCs shall be irrevocable and not subject to any
qualification or exception whatsoever (OTHER THAN the gross
negligence or wilful misconduct of Administrative Agent) and shall
be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation,
any of the following circumstances: (i) any lack of validity or
enforceability of this Agreement or any of the Loan Papers; (ii) the
existence of any claim, setoff, defense, or other Right which
Borrower may have at any time against a beneficiary named in a LC,
any transferee of any LC (or any Person for whom any such transferee
may be acting), Administrative Agent, any Lender, or any other
Person, whether in connection with this Agreement, any LC, the
transactions contemplated herein, or any unrelated transactions
(including any underlying transaction between Borrower and the
beneficiary named in any such LC); (iii) any draft, certificate, or
any other document presented under the LC proving to be forged,
fraudulent, invalid, or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; and (iv) the
occurrence of any Potential Default or Default.
(f Borrower acknowledges that each LC will be deemed issued upon
delivery to its beneficiary or Borrower. If Borrower requests any LC
be delivered to Borrower rather than the beneficiary, and Borrower
subsequently cancels such LC, Borrower agrees to return it to
Administrative Agent TOGETHER WITH Borrower's written certification
that it has never been delivered to such beneficiary. If any LC is
delivered to its beneficiary pursuant to Borrower's instructions, no
cancellation thereof by Borrower shall be effective without written
consent of such beneficiary to Administrative Agent and return of
such LC to Administrative Agent. Borrower hereby agrees that if
Administrative Agent becomes involved in any dispute as a result of
Borrower's cancellation of any LC, it shall indemnify Administrative
Agent and Lenders for all losses, costs, damages, expenses, and
reasonable attorneys' fees suffered or incurred by Administrative
Agent and Lenders as a direct result thereof.
(g Administrative Agent agrees with each Lender that it will
exercise and give the same care and attention to each LC as it gives
to its other letters of credit, and Administrative Agent's sole
liability to each Lender with respect to such LCs (OTHER THAN
liability arising from the gross negligence or willful misconduct of
Administrative Agent) shall be to distribute promptly to each Lender
who has acquired a participating interest therein such Lender's
ratable portion of any payments made to Administrative Agent by
Borrower pursuant to SECTION 2.2(c). Each Lender and Borrower agree
that, in paying any draw under any LC, Administrative Agent shall
not have any responsibility to obtain any document (OTHER THAN any
documents required by the respective LC) or to ascertain or inquire
as to the validity or accuracy of any such document or the authority
of the Person delivering any such document. Administrative Agent,
Lenders, and their respective Representatives shall not be liable to
any other Lender or any Company for the use which may be made of any
LC or for any acts or omissions of any beneficiary thereof in
connection therewith. Any action, inaction, error, delay, or
omission taken or suffered by Administrative Agent or any of its
Representatives under or in connection with any LC, the draws,
drafts, or documents relating thereto, or the transmission,
dispatch, or delivery of any message or advice related thereto, if
in good faith and in conformity with such Laws as Administrative
Agent or any of its Representatives may deem applicable and in
accordance with the standards of care specified in the UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS issued by the
International Chamber of Commerce, as in effect on the date of issue
of such LC, shall be binding upon the Companies and Lenders and
shall not place Administrative Agent or any of its Representatives
under any resulting liability to any Company or any Lender. Any
action taken or omitted to be taken by Administrative Agent under or
in connection with any LC if taken or omitted in the absence of
gross negligence or wilful misconduct shall not create for
Administrative Agent any resulting liability to any Lender or any
Company.
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(h On the Termination Date or upon any demand by Administrative
Agent upon the occurrence and during continuance of a Default,
Borrower shall provide to Administrative Agent, for the benefit of
Lenders, (i) cash collateral in an amount equal to 110% of the LC
Exposure existing on such date, such cash and all interest thereon
shall constitute cash collateral for all LCs, and (ii) such
additional cash collateral as Administrative Agent may from time to
time require, so that the cash collateral amount shall at all times
equal or exceed 110% the LC Exposure.
(i Any cash collateral deposited under CLAUSE (h) above, and all
interest earned thereon, shall be held by Administrative Agent and
invested and reinvested at the expense and the written direction of
Borrower, in U.S. Treasury Bills with maturities of no more than 90
days from the date of investment
(j IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE PROVIDED IN THIS
AGREEMENT, BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY, PAY, AND
SAVE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND AGAINST
ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF, OR
OWED TO THIRD PARTIES (INCLUDING ANY OF THE FOREGOING ARISING FROM
THE NEGLIGENCE OF ADMINISTRATIVE AGENT, LENDERS, OR THEIR RESPECTIVE
REPRESENTATIVES), AND ANY AND ALL RELATED COSTS, CHARGES, AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, INCLUDING ALLOCATED
COSTS OF INTERNAL COUNSEL), WHICH ADMINISTRATIVE AGENT, OR ANY
LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR
INDIRECT, OF (A) THE ISSUANCE OF ANY LC, OR (B) THE FAILURE OF
ADMINISTRATIVE AGENT TO HONOR A DRAFT UNDER SUCH LC AS A RESULT OF
ANY ACT OR OMISSION, WHETHER RIGHTFUL OR WRONGFUL, OF ANY PRESENT OR
FUTURE GOVERNMENTAL AUTHORITY; PROVIDED THAT, BORROWER SHALL HAVE NO
LIABILITY TO INDEMNIFY ADMINISTRATIVE AGENT OR ANY LENDER IN RESPECT
OF ANY LIABILITY ARISING OUT OF THE GROSS NEGLIGENCE OR WILFUL
MISCONDUCT OF SUCH PARTY OR ANY REPRESENTATIVES OF SUCH PARTY. THE
PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATIONS SET FORTH IN
THIS SECTION 2.2(j) SHALL SURVIVE THE SATISFACTION AND PAYMENT OF
THE OBLIGATION AND TERMINATION OF THIS AGREEMENT.
(k Although referenced in any LC, terms of any particular
agreement or other obligation to the beneficiary are not in any
manner incorporated herein. The fees and other amounts payable with
respect to each LC shall be as provided in this Agreement, drafts
under any LC shall be deemed part of the Obligation, and in the
event of any conflict between the terms of this Agreement and any LC
Agreement, the terms of this Agreement shall be controlling.
2.3 TERMINATIONS OR REDUCTIONS OF COMMITMENTS.
(a VOLUNTARY COMMITMENT REDUCTIONS. Without premium or penalty,
and upon giving not less than ten Business Days prior written and
irrevocable notice to Administrative Agent, Borrower may terminate
in whole or in part the unused portion of the Commitment; PROVIDED
THAT: (i) each partial termination shall be in an amount of not less
than $5,000,000 or a greater integral multiple of $1,000,000; (ii)
the amount of the Commitment may not be reduced below the Commitment
Usage; and (iii) each reduction shall be allocated ratably among
Lenders in accordance with their respective Committed Sums. Promptly
after receipt of such notice of termination or reduction,
Administrative Agent shall notify Lenders of the proposed
cancellation or reduction. Such termination or partial reduction of
the Commitment shall be effective on the Business Day specified in
Borrower's notice (which date must be at least ten Business Days
after Borrower's delivery of
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such notice). In the event that the Commitment is reduced to zero
at a time when there is no LC Exposure or Principal Debt
outstanding, this Agreement shall be terminated to the extent
specified in SECTION 13.14, and all commitment fees and other fees
then earned and unpaid hereunder and all other amounts of the
Obligation then due and owing shall be immediately due and payable,
without notice or demand by Administrative Agent or any Lender.
(b SCHEDULED MANDATORY COMMITMENT REDUCTIONS. Until such time as
the Principal Debt has been repaid in full, the Commitment shall be
automatically and permanently reduced (and the Principal Debt shall
be prepaid for the ratable account of Lenders to the extent required
by SECTION 3.3(a)(i)), on the dates shown in the table below by the
"COMMITMENT REDUCTION AMOUNT" corresponding to such date of
reduction:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
DATE OF REDUCTION COMMITMENT REDUCTION AMOUNT
-----------------------------------------------------------------------
<S> <C>
September 30, 2002 $1,250,000
-----------------------------------------------------------------------
December 31, 2002 $1,250,000
-----------------------------------------------------------------------
March 31, 2003 $1,250,000
-----------------------------------------------------------------------
June 30, 2003 $1,250,000
-----------------------------------------------------------------------
September 30, 2003 $5,000,000
-----------------------------------------------------------------------
December 31, 2003 $5,000,000
-----------------------------------------------------------------------
March 31, 2004 $5,000,000
-----------------------------------------------------------------------
June 30, 2004 $5,000,000
-----------------------------------------------------------------------
September 30, 2004 $6,250,000
-----------------------------------------------------------------------
December 31, 2004 $6,250,000
-----------------------------------------------------------------------
March 31, 2005 $6,250,000
-----------------------------------------------------------------------
June 30, 2005 $6,250,000
-----------------------------------------------------------------------
</TABLE>
The Commitment shall be reduced to zero (and all outstanding Principal
Debt, TOGETHER WITH accrued and unpaid interest shall be paid in full)
on the Termination Date. The amount of any commitment reductions
required by this SECTION 2.3(b) shall be further reduced as a result of
the application of commitment reductions and prepayments in accordance
with SECTIONS 2.3 and 3.3.
(c OTHER MANDATORY COMMITMENT REDUCTIONS. Until such time as the
Principal Debt has been repaid in full, the Commitment shall be
reduced (and the Principal Debt shall be prepaid to the extent
required by SECTION 3.3(a)(i)) in the amounts and upon the
occurrence of the following events:
(i Concurrently with any Debt Issuance by any Company, the
Commitment shall be permanently reduced (and the Principal Debt
shall be prepaid to the extent required
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<PAGE>
by SECTION 3.3(a)(i)) by an amount equal to 100% of the Net Cash
Proceeds realized by such Company from such Debt Issuance;
(ii Concurrently with the consummation of any Significant
Sale by any Company (which Significant Sale must be otherwise
permitted under the Loan Papers or shall have been consented to
by Required Lenders), the Commitment shall be permanently
reduced (and the Principal Debt shall be prepaid to the extent
required by SECTION 3.3(a)(i)) by an amount equal to 100% of the
Net Cash Proceeds if such Net Cash Proceeds or any portion
thereof have not been reinvested in Telecommunications Assets of
the Companies within six months from the date of consummation of
such Significant Sale;
(iii If a Default or Potential Default exists at the time of
any prepayment made pursuant to SECTION 3.3(a)(ii), then the
Commitment shall be reduced by the amount of such prepayment.
(d APPLICATION OF COMMITMENT REDUCTION. All Commitment
reductions shall be applied ratably to each Lender's Committed Sum,
and shall be applied to the regularly-scheduled Commitment
reductions under SECTION 2.3(b) in inverse order of maturities; and
if required pursuant to SECTION 3.3(a)(i), Borrower shall also make
a mandatory prepayment of the Principal Debt, TOGETHER WITH (x) all
accrued and unpaid interest on the principal amount so prepaid and
(y) any Consequential Loss arising as a result thereof.
2.4 BORROWING PROCEDURE. The following procedures apply to all
Borrowings:
(a Each Borrowing shall be made on Borrower's notice (a "NOTICE
OF BORROWING," substantially in the form of EXHIBIT B-1) to
Administrative Agent requesting that Lenders fund a Borrowing on a
certain date (the "BORROWING DATE"), which notice (i) shall be
irrevocable and binding on Borrower, (ii) shall specify the
Borrowing Date (which may not occur more frequently than once each
calendar week prior to the Second Capital Date), amount, Type, and
(for a Borrowing comprised of Eurodollar Rate Borrowings) Interest
Period, (iii) must be received by Administrative Agent no later than
10:00 a.m. Dallas, Texas time on the third Business Day preceding
the Borrowing Date for any Eurodollar Rate Borrowing or on the same
Business Day for any Base Rate Borrowing, and (iv) shall specify the
purpose(s) for which Borrower is requesting such Borrowing, which
purposes must be consistent with the uses, projections, and terms
set forth in the Benchmark Budget; (PROVIDED THAT if $2,000,000 or
more of any requested Borrowing is to be used for Capital
Expenditures, Borrower shall attach copies of the invoices
supporting such Capital Expenditures to the related Notice of
Borrowing). Administrative Agent shall timely notify each Lender
with respect to each Notice of Borrowing;
(b Each Lender shall remit its Pro Rata Part of each requested
Borrowing to Administrative Agent's principal office in Dallas,
in funds which are or will be available for immediate use by
Administrative Agent by 1:00 p.m. Dallas time on the Borrowing Date
therefor. Subject to receipt of such funds, Administrative Agent shall
(unless to its actual knowledge any of the conditions precedent
therefor have not been satisfied by Borrower or waived by Required
Lenders) make such funds available to Borrower by causing such funds to
be deposited to Borrower's account as designated to Administrative
Agent by Borrower. Notwithstanding the foregoing, UNLESS Administrative
Agent shall have been notified by a Lender prior to a Borrowing Date
that such Lender does not intend to make available to Administrative
Agent such Lender's Pro Rata Part of the applicable Borrowing,
Administrative Agent may assume that such Lender has made such proceeds
available to Administrative Agent on such date, as required herein, and
Administrative
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<PAGE>
Agent may (unless to its actual knowledge any of the conditions
precedent therefor have not been satisfied by Borrower or waived by
Required Lenders), in reliance upon such assumption (but shall not
be required to), make available to Borrower a corresponding amount
in accordance with the foregoing terms, but, if such corresponding
amount is not in fact made available to Administrative Agent by such
Lender on such Borrowing Date, Administrative Agent shall be
entitled to recover such corresponding amount on demand (i) from
such Lender, TOGETHER WITH interest at the Federal Funds Rate during
the period commencing on the date such corresponding amount was made
available to Borrower and ending on (but excluding) the date
Administrative Agent recovers such corresponding amount from such
Lender, or (ii) if such Lender fails to pay such corresponding
amount forthwith upon such demand, then from Borrower, TOGETHER WITH
interest at a rate per annum equal to the applicable rate for such
Borrowing during the period commencing on such Borrowing Date and
ending on (but excluding) the date Administrative Agent recovers
such corresponding amount from Borrower. No Lender shall be
responsible for the failure of any other Lender to make its Pro Rata
Part of any Borrowing.
SECTION 3 TERMS OF PAYMENT.
3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS.
(a The Principal Debt owed to each Lender by each Borrower shall
be evidenced by the Notes, one payable to each Lender in the maximum
stated principal amount equal to such Lender's Applicable Percentage
of the Commitment as of the Closing Date, or, in the case of an
Additional Borrower, as of the date such Additional Borrower
satisfies the requirements of SECTION 7.4 and SCHEDULE 7.4.
(b Each payment or prepayment on the Obligation is due and must
be paid at Administrative Agent's principal office in Dallas in
funds which are or will be available for immediate use by
Administrative Agent by 12:00 noon Dallas, Texas time on the day due
without setoff, deduction, or counterclaim. Subject to SECTION 3.9
and the definition of "INTEREST PERIOD," whenever any payment under
the Loan Papers shall be stated to be due on a day that is not a
Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time in such case shall be
included in the computation of interest and fees, as applicable.
Payments made after 12:00 noon, Dallas, Texas, time shall be deemed
made on the Business Day next following. Administrative Agent shall
pay to each Lender any payment or prepayment to which such Lender is
entitled hereunder on the same day Administrative Agent shall have
received the same from Borrower; PROVIDED such payment or prepayment
is received by Administrative Agent prior to 12:00 noon Dallas,
Texas time, and otherwise before 12:00 noon Dallas time on the
Business Day next following. If and to the extent Administrative
Agent shall not make such payments to Lenders when due as set forth
in the preceding sentence, such unpaid amounts shall accrue
interest, payable by Administrative Agent, at the Federal Funds Rate
from the due date until (but not including) the date on which
Administrative Agent makes such payments to Lenders.
3.2 INTEREST AND PRINCIPAL PAYMENTS.
(a Interest on each Eurodollar Rate Borrowing shall be due and
payable as it accrues on the last day of its respective Interest Period
and on the Termination Date; PROVIDED THAT, (i) with respect to
Eurodollar Rate Borrowings having an Interest Period in excess of three
months, Borrower shall pay interest in arrears on the three month
anniversary of the date on which such Interest Period commences, on
each three month anniversary thereafter, and on the expiration of each
Interest
29
<PAGE>
Period. Interest on each Base Rate Borrowing shall be due and payable
as it accrues on each March 31, June 30, September 30, and December 31,
and on the Termination Date.
(b On the Termination Date, the aggregate Principal Debt
then-outstanding shall be due and payable.
3.3 PREPAYMENTS.
(a MANDATORY PREPAYMENTS.
(i On any date of determination if the SUM of the Principal
Debt PLUS (without duplication) the LC Exposure, exceeds the
Available Commitment then in effect, then Borrower shall make a
mandatory prepayment of the Principal Debt in at least the amount
of such excess, TOGETHER WITH (x) all accrued and unpaid interest
on the principal amount so prepaid and (y) any Consequential Loss
arising as a result thereof.
(ii Concurrently with any Equity Issuance or Borrower's receipt
of Capital Contribution proceeds, by Borrower, the Principal Debt
shall be prepaid by an amount equal to 100% of the proceeds
received by Borrower from such Equity Issuance or other Capital
Contribution.
All mandatory prepayments hereunder shall be applied Pro Rata to each
Lender's Committed Sum and shall be applied to the regularly-scheduled
reductions of the Commitment hereunder in inverse order of maturity.
(b OPTIONAL PREPAYMENTS. EXCEPT as set forth herein, after
giving Administrative Agent advance written notice of the intent to
prepay, Borrower may voluntarily prepay all or any part of the
Principal Debt PROVIDED THAT: (i) such notice must be received by
Administrative Agent by 12:00 noon Dallas, Texas time on the third
Business Day preceding the date of prepayment of any Borrowing, (ii)
each such partial prepayment must be in a minimum amount of at least
$3,000,000 or a greater integral multiple of $1,000,000 thereof; and
(iii) Borrower shall pay any related Consequential Loss within ten days
after demand therefor. Each notice of prepayment shall specify the
prepayment date and the Type of Borrowing(s) and amount(s) of such
Borrowing(s) to be prepaid and shall constitute a binding obligation of
Borrower to make a prepayment on the date stated therein, TOGETHER WITH
(unless such prepayment is made with respect to a Base Rate Borrowing)
accrued and unpaid interest to the date of such payment on the
aggregate principal amount prepaid. UNLESS a Default or Potential
Default has occurred and is continuing (or would arise as a result
thereof), any payment or prepayment of the Principal Debt may be
reborrowed by Borrower, subject to the terms and conditions hereof.
3.4 INTEREST OPTIONS. EXCEPT where specifically otherwise provided,
Borrowings shall bear interest at a rate per annum equal to the LESSER of (a) as
to the respective Type of Borrowing (as designated by Borrower in accordance
with this Agreement), the Base Rate PLUS the Applicable Margin for Base Rate
Borrowings or the Adjusted Eurodollar Rate PLUS the Applicable Margin for
Eurodollar Rate Borrowings, AND (b) the Maximum Rate. Each change in the Base
Rate or the Maximum Rate, subject to the terms of this Agreement, will become
effective, without notice to Borrower or any other Person, upon the effective
date of such change.
3.5 QUOTATION OF RATES. It is hereby acknowledged that a Responsible
Officer or other appropriately designated officer of Borrower may call
Administrative Agent on or before the date on which
30
<PAGE>
a Notice of Borrowing is to be delivered by Borrower in order to receive an
indication of the rates then in effect, but such indicated rates shall
neither be binding upon Administrative Agent or Lenders nor affect the rate
of interest which thereafter is actually in effect when the Notice of
Borrowing is given.
3.6 DEFAULT RATE. At the option of Required Lenders and to the
extent permitted by Law, all past-due Principal Debt and accrued interest
thereon shall bear interest from maturity (stated or by acceleration) at the
Default Rate until paid, regardless whether such payment is made before or
after entry of a judgment.
3.7 INTEREST RECAPTURE. If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing
shall be limited to the Maximum Rate, but any subsequent reductions in such
designated rate shall not reduce the rate of interest thereon below the
Maximum Rate until the total amount of interest accrued thereon equals the
amount of interest which would have accrued thereon if such designated rate
had at all times been in effect. In the event that at maturity (stated or by
acceleration), or at final payment of the Principal Debt, the total amount of
interest paid or accrued is less than the amount of interest which would have
accrued if such designated rates had at all times been in effect, then, at
such time and to the extent permitted by Law, Borrower shall pay an amount
equal to the difference between (a) the LESSER of the amount of interest
which would have accrued if such designated rates had at all times been in
effect AND the amount of interest which would have accrued if the Maximum
Rate had at all times been in effect, and (b) the amount of interest actually
paid or accrued on the Principal Debt.
3.8 INTEREST CALCULATIONS.
(a) All payments of interest shall be calculated on the basis
of actual number of days (including the first day but excluding the
last day) elapsed but computed as if each calendar year consisted of
360 days in the case of a Eurodollar Rate Borrowing (unless such
calculation would result in the interest on the Borrowings exceeding
the Maximum Rate, in which event such interest shall be calculated on
the basis of a year of 365 or 366 days, as the case may be), and 365 or
366 days, as the case may be, in the case of a Base Rate Borrowing. All
interest rate determinations and calculations by Administrative Agent
shall be conclusive and binding absent manifest error.
(b) The provisions of this Agreement relating to the
calculation of the Base Rate and the Adjusted Eurodollar Rate are
included only for the purpose of determining the rate of interest or
other amounts to be paid hereunder that are based upon such rate.
3.9 MAXIMUM RATE. Regardless of any provision contained in any Loan
Paper, neither Administrative Agent nor any Lender shall ever be entitled to
contract for, charge, take, reserve, receive, or apply, as interest on the
Obligation, or any part thereof, any amount in excess of the Maximum Rate,
and, if Lenders ever do so, then such excess shall be deemed a partial
prepayment of principal and treated hereunder as such and any remaining
excess shall be refunded to Borrower. In determining if the interest paid or
payable exceeds the Maximum Rate, Borrower and Lenders shall, to the maximum
extent permitted under applicable Law, (a) treat all Borrowings as but a
single extension of credit (and Lenders and Borrower agree that such is the
case and that provision herein for multiple Borrowings is for convenience
only), (b) characterize any nonprincipal payment as an expense, fee, or
premium rather than as interest, (c) exclude voluntary prepayments and the
effects thereof, and (d) amortize, prorate, allocate, and spread the total
amount of interest throughout the entire contemplated term of the Obligation;
PROVIDED THAT, if the Obligation is paid and performed in full prior to the
end of the full contemplated term thereof, and if the interest received for
the actual period of existence thereof exceeds the Maximum Amount, Lenders
shall refund such excess, and,
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<PAGE>
in such event, Lenders shall not, to the extent permitted by Law, be subject
to any penalties provided by any Laws for contracting for, charging, taking,
reserving, or receiving interest in excess of the Maximum Amount.
3.10 INTEREST PERIODS. When Borrower requests any Eurodollar Rate
Borrowing, Borrower may elect the interest period (each an "INTEREST PERIOD")
applicable thereto, which shall be, at Borrower's option, one, two, three, or
six months (or other periods, if requested by Borrower and agreed to by all
Lenders); PROVIDED, HOWEVER, that: (a) the initial Interest Period for a
Eurodollar Rate Borrowing shall commence on the date of such Borrowing
(including the date of any conversion thereto), and each Interest Period
occurring thereafter in respect of such Borrowing shall commence on the day
on which the next preceding Interest Period applicable thereto expires; (b)
if any Interest Period for a Eurodollar Rate Borrowing begins on a day for
which there is no numerically corresponding Business Day in the calendar
month at the end of such Interest Period, such Interest Period shall end on
the next Business Day immediately following what otherwise would have been
such numerically corresponding day in the calendar month at the end of such
Interest Period (UNLESS such date would be in a different calendar month from
what would have been the month at the end of such Interest Period, or UNLESS
there is no numerically corresponding day in the calendar month at the end of
the Interest Period; whereupon, such Interest Period shall end on the last
Business Day in the calendar month at the end of such Interest Period); (c)
no Interest Period may be chosen with respect to any portion of the Principal
Debt which would extend beyond the scheduled repayment date (including any
dates on which mandatory prepayments are required to be made) for such
portion of the Principal Debt; and (d) no more than an aggregate of five
Interest Periods shall be in effect at one time.
3.11 CONVERSIONS. Borrower may (a) convert a Eurodollar Rate
Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing),
by giving notice (a "NOTICE OF CONVERSION," substantially in the form of
EXHIBIT B-2) of such intent no later than 10:00 a.m. Dallas, Texas time on
the third Business Day prior to the date of conversion or the last day of the
Interest Period, as the case may be (in the case of a conversion to a
Eurodollar Rate Borrowing or an election of a new Interest Period), and no
later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last
day of the Interest Period (in the case of a conversion to a Base Rate
Borrowing); PROVIDED THAT, the principal amount converted to, or continued
as, a Eurodollar Rate Borrowing shall be in an amount not less than
$2,000,000 or a greater integral multiple of $1,000,000. Administrative Agent
shall timely notify each Lender with respect to each Notice of Conversion.
Absent Borrower's Notice of Conversion or election of a new Interest Period,
a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate
Borrowing effective as of the expiration of the Interest Period applicable
thereto. No Eurodollar Rate Borrowing may be either made or continued as a
Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a
Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate
Borrowing would exceed the Maximum Rate. The right to convert from a Base
Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar
Rate Borrowing, shall not be available during the occurrence of a Default or
a Potential Default.
3.12 ORDER OF APPLICATION.
(a) Payments and prepayments of the Obligation shall be applied
in the order and manner specified in this Agreement; PROVIDED,
HOWEVER, if no order is otherwise specified and no Default or
Potential Default has occurred and is continuing, payments and
prepayments of the Obligation shall be applied first to fees, second
to accrued interest then due and payable on the Principal Debt,
third to the Principal Debt, and then to the remaining Obligation in
the order and manner as Borrower may direct.
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<PAGE>
(b) If a Default or Potential Default has occurred and is
continuing (or if Borrower fails to give directions as permitted under
SECTION 3.12(a)), any payment or prepayment (including proceeds from
the exercise of any Rights) shall be applied to the Obligation in the
following order: (i) to the ratable payment of all fees, expenses, and
indemnities for which Agents or Lenders have not been paid or
reimbursed in accordance with the Loan Papers (as used in this SECTION
3.12(b)(i), a "RATABLE PAYMENT" for any Lender or any Agent shall be,
on any date of determination, that proportion which the portion of the
total fees, expenses, and indemnities owed to such Lender or such Agent
bears to the total aggregate fees and indemnities owed to all Lenders
and Agents on such date of determination); (ii) to the ratable payment
of accrued and unpaid interest on the Principal Debt (as used in this
SECTION 3.12(b)(ii), "RATABLE PAYMENT" means, for any Lender, on any
date of determination, that proportion which the accrued and unpaid
interest on the Principal Debt owed to such Lender bears to the total
accrued and unpaid interest under the Loan Papers owed to all Lenders);
(iii) to the ratable payment of any reimbursement obligation with
respect to any LC issued pursuant to the Agreement which is due and
payable and which remains unfunded by any Borrowing, PROVIDED THAT,
such payments shall be allocated ratably among Bank of America, N.A.,
and the Lenders which have funded their participations in such LC; (iv)
to the ratable payment of the Principal Debt (as used in this SECTION
3.12(b)(iv), "RATABLE PAYMENT" means for any Lender, on any date of
determination, that proportion which the Principal Debt owed to such
Lender bears to the SUM of the Principal Debt owed to all Lenders; (v)
as a deposit with Administrative Agent, for the benefit of Lenders, as
security for, and to provide for the payment of, any reimbursement
obligations, if any, thereafter arising with respect to any issued and
outstanding LCs issued pursuant to the Agreement; and (vi) to the
payment of the remaining Obligation in the order and manner Required
Lenders deem appropriate.
Subject to the provisions of SECTION 12 and PROVIDED THAT Administrative Agent
shall not in any event be bound to inquire into or to determine the validity,
scope, or priority of any interest or entitlement of any Lender and may suspend
all payments or seek appropriate relief (including, without limitation,
instructions from Required Lenders or an action in the nature of interpleader)
in the event of any doubt or dispute as to any apportionment or distribution
contemplated hereby, Administrative Agent shall promptly distribute such amounts
to each Lender in accordance with the Agreement and the related Loan Papers.
3.13 SHARING OF PAYMENTS, ETC. If any Lender shall obtain any payment
(whether voluntary, involuntary, or otherwise, including, without limitation, as
a result of exercising its Rights under Section 3.14) which is in excess of its
ratable share of any such payment, such Lender shall purchase from the other
Lenders such participations as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; PROVIDED, HOWEVER,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery. Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by Law, exercise all of its Rights of payment
(including the Right of offset) with respect to such participation as fully as
if such Lender were the direct creditor of Borrower in the amount of such
participation.
3.14 OFFSET. Upon the occurrence and during the continuance of a
Default, each Lender shall be entitled to exercise (for the benefit of all
Lenders in accordance with SECTION 3.13) the Rights of offset and/or banker's
Lien against each and every account and other property, or any interest therein,
which any Company or any other Guarantor, may now or hereafter have with, or
which is now or hereafter in the possession of, such Lender to the extent of the
full amount of the Obligation.
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3.15 BOOKING BORROWINGS. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office of any of its Affiliates; PROVIDED THAT, no
Affiliate shall be entitled to receive any greater payment under SECTION 4 than
the transferor Lender would have been entitled to receive with respect to such
Borrowings.
SECTION 4 CHANGE IN CIRCUMSTANCES.
4.1 INCREASED COST AND REDUCED RETURN.
(a) If, after the date hereof, the adoption of any applicable
Law or any change in any applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority,
or compliance by any Lender (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any
such Governmental Authority:
(i) shall subject such Lender (or its Applicable
Lending Office) to any Tax or other charge with respect to any
Eurodollar Rate Borrowing, its Notes, or its obligation to
loan Eurodollar Rate Borrowings, or change the basis of
taxation of any amounts payable to such Lender (or its
Applicable Lending Office) under this Agreement or its Notes
in respect of any Eurodollar Rate Borrowings (OTHER THAN taxes
imposed on the overall net income of such Lender by the
jurisdiction in which such Lender has its principal office or
such Applicable Lending Office);
(ii) shall impose, modify, or deem applicable any
reserve, special deposit, assessment, or similar requirement
(OTHER THAN the Reserve Requirement utilized in the
determination of the Adjusted Eurodollar Rate) relating to any
extensions of credit or other assets of, or any deposits with
or other liabilities or commitments of, such Lender (or its
Applicable Lending Office), including the commitment of such
Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable
Lending Office) or the London interbank market any other
condition affecting this Agreement or its Notes or any of such
extensions of credit or liabilities or commitments;
and the result of any of the foregoing is to increase the cost to such
Lender (or its Applicable Lending Office) of making, converting into,
continuing, or maintaining any Eurodollar Rate Borrowings or to reduce
any sum received or receivable by such Lender (or its Applicable
Lending Office) under this Agreement or its Notes with respect to any
Eurodollar Rate Borrowing, then Borrower shall pay to such Lender on
demand such amount or amounts as will compensate such Lender for such
increased cost or reduction. If any Lender requests compensation by
Borrower under this SECTION 4.1(a), Borrower may, by notice to such
Lender (with a copy to Administrative Agent), suspend the obligation of
such Lender to loan or continue Borrowings of the Type with respect to
which such compensation is requested, or to convert Borrowings of any
other Type into Borrowings of such Type, until the event or condition
giving rise to such request ceases to be in effect (in which case the
provisions of SECTION 4.4 shall be applicable); PROVIDED, THAT such
suspension shall not affect the right of such Lender to receive the
compensation so requested.
(b) If, after the date hereof, any Lender shall have
determined that the adoption of any applicable Law regarding capital
adequacy or any change therein or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having
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the force of law) of any such Governmental Authority has or would
have the effect of reducing the rate of return on the capital of
such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder to a level below
that which such Lender or such corporation could have achieved but
for such adoption, change, request, or directive (taking into
consideration its policies with respect to capital adequacy), then
from time to time upon demand Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender
for such reduction.
(c) Each Lender shall promptly notify Borrower and
Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Lender to compensation
pursuant to this Section and will designate a different Applicable
Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such
Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section shall furnish to Borrower and
Administrative Agent a statement setting forth the additional amount or
amounts to be paid to it hereunder which shall be conclusive in the
absence of manifest error. In determining such amount, such Lender may
use any reasonable averaging and attribution methods.
4.2 LIMITATION ON TYPES OF LOANS. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Borrowing:
(a) Administrative Agent determines (which determination shall
be conclusive) that by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period; or
(b) Required Lenders determine (which determination shall be
conclusive) and notify Administrative Agent that the Adjusted
Eurodollar Rate will not adequately and fairly reflect the cost to
Lenders of funding Eurodollar Rate Borrowings for such Interest Period;
then Administrative Agent shall give Borrower prompt notice thereof specifying
the relevant amounts or periods, and SO LONG AS such condition remains in
effect, Lenders shall be under no obligation to fund additional Eurodollar Rate
Borrowings, continue Eurodollar Rate Borrowings, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, and Borrower shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Eurodollar
Rate Borrowings, either prepay such Borrowings or convert such Borrowings into
Base Rate Borrowings in accordance with the terms of this Agreement.
4.3 ILLEGALITY. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund Eurodollar Rate Borrowings hereunder, then
such Lender shall promptly notify Borrower thereof and such Lender's obligation
to make or continue Eurodollar Rate Borrowings and to convert other Base Rate
Borrowings into Eurodollar Rate Borrowings shall be suspended until such time as
such Lender may again make, maintain, and fund Eurodollar Rate Borrowings (in
which case the provisions of SECTION 4.4 shall be applicable).
4.4 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
fund Eurodollar Rate Borrowings or to continue, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, shall be suspended pursuant to
SECTIONS 4.1, 4.2, or 4.3, such Lender's Eurodollar Rate Borrowings shall be
automatically converted into Base Rate Borrowings on the last day(s) of the then
current Interest Period(s) for Eurodollar Rate Borrowings (or, in the case of a
conversion required by SECTION 4.3, on such earlier date as such Lender may
specify to Borrower with a copy to Administrative Agent) and, UNLESS and until
such
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Lender gives notice as provided below that the circumstances specified in
SECTIONS 4.1, 4.2, or 4.3 that gave rise to such conversion no longer exist:
(a) to the extent that such Lender's Eurodollar Rate
Borrowings have been so converted, all payments and prepayments of
principal that would otherwise be applied to such Lender's Eurodollar
Rate Borrowings shall be applied instead to its Base Rate Borrowings;
and
(b) all Borrowings that would otherwise be made or continued
by such Lender as Eurodollar Rate Borrowings shall be made or continued
instead as Base Rate Borrowings, and all Borrowings of such Lender that
would otherwise be converted into Eurodollar Rate Borrowings shall be
converted instead into (or shall remain as) Base Rate Borrowings.
If such Lender gives notice to Borrower (with a copy to Administrative Agent)
that the circumstances specified in SECTIONS 4.1, 4.2, or 4.3 that gave rise to
the conversion of such Lender's Eurodollar Rate Borrowings pursuant to this
SECTION 4.4 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Rate Borrowings made
by other Lenders are outstanding, such Lender's Base Rate Borrowings shall be
automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurodollar Rate Borrowings, to the extent
necessary so that, after giving effect thereto, all Eurodollar Rate Borrowings
held by Lenders and by such Lender are held ratably (as to principal amounts,
Types, and Interest Periods) in accordance with their respective Committed Sums.
4.5 COMPENSATION. Upon the request of any Lender, Borrower shall pay to
such Lender such amount or amounts as shall be sufficient (in the reasonable
opinion of such Lender) to compensate it for any loss, cost, or expense
(including loss of anticipated profits) incurred by it as a result of:
(a) any payment, prepayment, or conversion of a Eurodollar
Rate Borrowing for any reason (including, without limitation, the
acceleration of the loan pursuant to SECTION 11.1) on a date OTHER THAN
the last day of the Interest Period for such Borrowing; or
(b) any failure by Borrower for any reason (including, without
limitation, the failure of any condition precedent specified in SECTION
7.3 to be satisfied) to borrow, convert, continue, or prepay a
Eurodollar Rate Borrowing on the date for such borrowing, conversion,
continuation, or prepayment specified in the relevant notice of
borrowing, prepayment, continuation, or conversion under this
Agreement.
4.6 TAXES.
(a) Any and all payments by Borrower to or for the account of
any Lender or Administrative Agent hereunder or under any other Loan
Paper shall be made free and clear of and without deduction for any and
all present or future Taxes, EXCLUDING, in the case of each Lender and
Administrative Agent, Taxes imposed on its income and franchise Taxes
imposed on it by the jurisdiction under the Laws of which such Lender
(or its Applicable Lending Office) or Administrative Agent (as the case
may be) is organized, or any political subdivision thereof. If Borrower
shall be required by Law to deduct any Taxes from or in respect of any
sum payable under this Agreement or any other Loan Paper to any Lender
or Administrative Agent, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this SECTION
4.6) such Lender or Administrative Agent receives an amount equal to
the sum it would have received had no such deductions been made, (ii)
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Borrower shall make such deductions, (iii) Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority
in accordance with applicable Law, and (iv) Borrower shall furnish to
Administrative Agent, at its address listed in SCHEDULE 2.1, the
original or a certified copy of a receipt evidencing payment thereof.
(b) In addition, Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property
taxes or charges or similar levies which arise from any payment made
under this Agreement or any other Loan Paper or from the execution or
delivery of, or otherwise with respect to, this Agreement or any other
Loan Paper (hereinafter referred to as "OTHER TAXES").
(c) Borrower agrees to indemnify each Lender and
Administrative Agent for the full amount of Taxes and Other Taxes
(including, without limitation, any Taxes or other Taxes imposed or
asserted by any jurisdiction on amounts payable under this SECTION 4.6)
paid by such Lender or Administrative Agent (as the case may be) and
any liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto.
(d) Each Lender organized under the Laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement in the case of each Lender listed on the
signature pages hereof and on or prior to the date on which it becomes
a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by Borrower or Administrative Agent
(but only SO LONG AS such Lender remains lawfully able to do so), shall
provide Borrower and Administrative Agent with (i) if such Lender is a
"BANK" within the meaning of SECTION 881(c)(3)(a) of the Code, Internal
Revenue Service Form 1001 or 4224, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such
Lender is entitled to benefits under an income tax treaty to which the
United States is a party which reduces the rate of withholding tax on
payments of interest or certifying that the income receivable pursuant
to this Agreement is effectively connected with the conduct of a trade
or business in the United States, or (ii) if such Lender is not a
"BANK" within the meaning of SECTION 881(c)(3)(a) of the Code and
intends to claim an exemption from United States withholding tax under
SECTION 871(h) or 881(c) of the Code with respect to payments of
"PORTFOLIO INTEREST," a Form W-8, or any successor form prescribed by
the Internal Revenue Service, and a certificate representing that such
Lender is not a bank for purposes of SECTION 881(c) of the Code, is not
a 10-percent shareholder (within the meaning of SECTION 871(h)(3)(b) of
the Code) of Borrower, and is not a controlled foreign corporation
related to Borrower (within the meaning of SECTION 864(d)(4) of the
Code). Each Lender which so delivers a W-8, Form 1001, or 4224 further
undertakes to deliver to Borrower and Administrative Agent additional
forms (or a successor form) on or before the date such form expires or
becomes obsolete or after the occurrence of any event requiring a
change in the most recent form so delivered by it, in each case
certifying that such Lender is entitled to receive payments from
Borrower under any Loan Paper without deduction or withholding of any
United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required
which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect
to it and such Lender advises Borrower and Administrative Agent that it
is not capable of receiving such payments without any deduction or
withholding of United States federal income tax.
(e) For any period with respect to which a Lender has failed
to provide Borrower and Administrative Agent with the appropriate form
pursuant to SECTION 4.6(d) (unless such failure is due
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to a change in Law occurring subsequent to the date on which a form
originally was required to be provided), such Lender shall not be
entitled to indemnification under SECTION 4.6(a) or 4.6(b) with
respect to Taxes imposed by the United States; PROVIDED, HOWEVER,
that should a Lender, which is otherwise exempt from or subject to
a reduced rate of withholding tax, become subject to Taxes because
of its failure to deliver a form required hereunder, Borrower shall
take such steps as such Lender shall reasonably request to assist
such Lender to recover such Taxes.
(f) If Borrower is required to pay additional amounts to or
for the account of any Lender pursuant to this SECTION 4.6, then such
Lender will agree to use reasonable efforts to change the jurisdiction
of its Applicable Lending Office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change, in the
judgment of such Lender, is not otherwise disadvantageous to such
Lender.
(g) Within 30 days after the date of any payment of Taxes,
Borrower shall furnish to Administrative Agent the original or a
certified copy of a receipt evidencing such payment.
(h) Without prejudice to the survival of any other agreement
of Borrower hereunder, the agreements and obligations of Borrower
contained in this SECTION 4.6 shall survive the termination of the
Commitment and the payment in full of the Obligation.
SECTION 5 FEES.
5.1 TREATMENT OF FEES. EXCEPT as otherwise provided by Law, the fees
described in this SECTION 5: (a) do not constitute compensation for the use,
detention, or forbearance of money, (b) are in addition to, and not in lieu of,
interest and expenses otherwise described in this Agreement, (c) shall be
payable in accordance with SECTION 3.1, (d) shall be non-refundable, (e) shall,
to the fullest extent permitted by Law, bear interest, if not paid when due, at
the Default Rate, and (f) shall be calculated on the basis of actual number of
days (including the first day but excluding the last day) elapsed, but computed
as if each calendar year consisted of 360 days, UNLESS such computation would
result in interest being computed in excess of the Maximum Rate in which event
such computation shall be made on the basis of a year of 365 or 366 days, as the
case may be.
5.2 ADMINISTRATIVE AND UP-FRONT FEES. Borrower shall pay Administrative
Agent and each Lender, as the case may be, solely for their respective accounts,
the fees described in that certain separate letter agreement dated as of
September 13, 1999.
5.3 LC FEES. Borrower shall pay to Administrative Agent, for the
ratable benefit of Lenders, in accordance with their respective Pro Rata Parts,
a fee for each LC, payable in installments in arrears, SO LONG as such LC
remains outstanding. Such installments shall be paid for the period from and
including the date of issuance of the applicable LC, to but excluding the next
quarterly payment date (as hereinafter specified), and thereafter for the period
from and including such quarterly payment date to but excluding the next
quarterly payment date or (if earlier) the expiry date of such LC. Such
installments shall be paid on each March 31, June 30, September 30, and December
31. Each such installment shall be in an amount equal to the product of (a) the
Applicable Margin for Eurodollar Rate Borrowings in effect on the date of
payment of such fee (and applied on a per annum basis) MULTIPLIED BY (b) the
face amount of such LC, and pro rated (in accordance with SECTION 5.1(f)) for
the period for which such installment is due.
5.4 LC ISSUANCE AND FRONTING FEES. Borrower shall pay Administrative
Agent, as the issuer of LCs and for the individual account of Administrative
Agent, an LC issuance and fronting fee for each LC,
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payable in installments in arrears, SO LONG AS such LC remains outstanding.
Such installments shall be paid for the period from and including the date of
issuance of the applicable LC, to but excluding the next quarterly payment
date (as hereinafter specified), and thereafter for the period from and
including such quarterly payment date to but excluding the next quarterly
payment date or (if earlier) the expiry date of such LC. Such installments
shall be paid on each March 31, June 30, September 30, and December 31. Each
such installment shall be in an amount equal to the product of (a) 0.125% per
annum MULTIPLIED BY (b) the face amount of such LC, and pro rated (in
accordance with SECTION 5.1(f)) for the period for which such installment is
due. In addition, Borrower shall pay to Administrative Agent, for its
individual account, standard administrative charges for LC amendments
provided for in SECTION 2.2(c).
5.5 COMMITMENT FEES. Following the Closing Date, Borrower shall pay to
Administrative Agent, for the ratable account of Lenders, a commitment fee
("COMMITMENT FEE"), payable in installments in arrears, on each March 31, June
30, September 30, and December 31, and on the Termination Date, commencing
September 30, 1999. Each installment shall be, in an amount equal to (a) the
Applicable Margin for Commitment Fees MULTIPLIED BY (b) the amount by which (i)
the average daily Commitment exceeds (ii) the average daily Commitment Usage, in
each case during the period from and including the last payment date to and
excluding the payment date for such installment; PROVIDED THAT, each such
installment shall be calculated in accordance with SECTION 5.1(f). Any change in
the Commitment Fees due to a change in the Applicable Margin for Commitment Fees
shall be effective on the effective date of such change in the Applicable Margin
for Commitment Fees. Solely for the purposes of this SECTION 5.5, "RATABLE"
shall mean, for any period of calculation, with respect to any Lender, that
proportion which (x) the average daily unused Committed Sum of such Lender
during such period bears to (y) the amount of the average daily unused
Commitment during such period.
SECTION 6. SECURITY; GUARANTIES.
6.1 COLLATERAL. To the extent permitted by applicable Law, to secure
full and complete payment and performance of the Obligation, (a) Borrower shall,
and shall cause all its present and future direct and indirect Subsidiaries to,
grant and convey to, and create in favor of Administrative Agent for the ratable
benefit of Lenders, first priority Liens in, to, and on all assets of the
Companies as more particularly described in the Collateral Documents, and (b)
Parent shall grant and convey to, and create in favor of Administrative Agent
for the ratable benefit of Lenders, first priority Liens in, to, and on all
capital stock of all its present and future direct Subsidiaries, including
Borrower, Dobson Telephone, and Fiber/FORTE, as more particularly described in
the Collateral Documents (collectively, the "COLLATERAL"); PROVIDED THAT, no
Agent or any Lender hereby assumes or is made the transferee of any obligations
of any Company or any other Person regarding any of the Collateral.
6.2 EXISTING COLLATERAL DOCUMENTS. With respect to the Collateral
Documents (as amended through the date hereof, the "EXISTING COLLATERAL
DOCUMENTS"), executed by Borrower in favor of Administrative Agent for the
ratable benefit of Lenders pursuant to the Existing Agreement, Borrower (i)
agrees that the execution and delivery of the Loan Papers shall in no way
release, diminish, impair, reduce, or otherwise affect the liens and security
interests created by the Existing Collateral Documents, (ii) acknowledges and
confirms the continuing existence and effectiveness of the Existing Collateral
Documents, and (iii) agrees that the "OBLIGATION" secured by the Existing
Collateral Documents shall include the Obligation hereunder.
6.3 GUARANTIES. As an inducement to Agents and Lenders to enter into
this Agreement, Borrower shall cause its direct and indirect Subsidiaries to,
and Parent shall, execute and deliver to
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Administrative Agent a Guaranty substantially in the form and upon the terms
of EXHIBIT C-1, providing for the guarantee of payment and performance of the
Obligation.
6.4 FUTURE LIENS. Promptly after (a) the acquisition of any assets
(real, personal, tangible, or intangible) by any Company, but no later than 30
days after such acquisition of assets has, or should have, been reported
pursuant to SECTION 9.3(f), (b) the removal, termination, or expiration of any
prohibitions upon the granting of a Lien in any asset (real, personal, tangible,
or intangible) of any Company, or (c) upon the designation, formation, or
acquisition of any new Subsidiary (the assets and stock of such new Subsidiary
and the assets described in CLAUSES (a) and (b) hereof are referred to herein as
the "ADDITIONAL ASSETS"), Borrower shall (or shall cause such other Company to)
execute and deliver to Administrative Agent all further instruments and
documents (including, without limitation, Collateral Documents and all
certificates and instruments representing shares of stock or evidencing Debt and
any realty appraisals as Administrative Agent may require with respect to any
such Additional Assets), and shall take all further action that may be necessary
or desirable, or that Administrative Agent may reasonably request, to grant,
perfect, and protect Liens in favor of Administrative Agent for the benefit of
Lenders in such Additional Assets, as security for the Obligation, including,
without limitation, any Landlord Consent and Estoppel Certificates in
substantially the form of EXHIBIT J that Administrative Agent may request; IT
BEING EXPRESSLY UNDERSTOOD that the granting of such additional security for the
Obligation is a material inducement to the execution and delivery of this
Agreement by each Lender. Upon satisfying the terms and conditions hereof, such
Additional Assets shall be included in the "COLLATERAL" for all purposes under
the Loan Papers, and all references to the "COLLATERAL" in the Loan Papers shall
include the Additional Assets.
6.5 RELEASE OF COLLATERAL. Upon any sale, transfer, or disposition of
Collateral which is expressly permitted pursuant to the Loan Papers (or is
otherwise authorized by Required Lenders or Lenders, as the case may be), and
upon ten Business Days' prior written request by Borrower (which request must be
accompanied by true and correct copies of (a) all documents of transfer or
disposition, including any contract of sale, (b) a preliminary closing statement
and instructions to the title company, if any, and (c) all requested release
instruments), Administrative Agent shall (and is hereby irrevocably authorized
by Lenders to) execute such documents as may be necessary to evidence the
release of Liens granted to Administrative Agent for the benefit of Lenders
pursuant hereto in such Collateral; PROVIDED THAT, (i) no such release of Lien
shall be granted if any Default or Potential Default has occurred and is
continuing, including, without limitation, the failure to make certain mandatory
prepayments in accordance with SECTIONS 2.3(c) and 3.3 in conjunction with the
sale or transfer of such Collateral; (ii) Administrative Agent shall not be
required to execute any such document on terms which, in Administrative Agent's
opinion, would expose Administrative Agent to liability or create any obligation
or entail any consequence OTHER THAN the release of such Liens without recourse
or warranty; and (iii) such release shall not in any manner discharge, affect,
or impair the Obligation, or Liens upon (or obligations of any Company in
respect of) all interests retained by the Companies, including (without
limitation) the proceeds of any sale, all of which shall continue to constitute
Collateral.
6.6 NEGATIVE PLEDGE. To the extent Administrative Agent and Required
Lenders agree to delay, for whatever reason, the perfection or attachment of any
Lien granted pursuant to SECTION 6.1, including, without limitation Liens on the
assets described on SCHEDULE 6.6, the Companies hereby covenant and agree not to
directly create, incur, grant, suffer, or permit to be created or incurred any
Lien on any such assets, OTHER THAN Permitted Liens; IT BEING EXPRESSLY
UNDERSTOOD that the provisions of this negative pledge are a material inducement
to the execution and delivery of this Agreement by each Lender.
6.7 DCCLP GUARANTY. As an inducement to Agents and Lenders to enter
into this Agreement, DCCLP shall execute and deliver to Administrative Agent the
DCCLP Limited Guaranty (substantially in the form and upon the terms of EXHIBIT
C-2), guaranteeing up to $50,000,000 of the Obligation; PROVIDED THAT, if no
Default or Potential Default then exists or arises, (i) the amount of the
Obligation guaranteed by
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DCCLP under the DCCLP Limited Guaranty may be reduced to $20,000,000 on the
First Capital Date, and (ii) the DCCLP Limited Guaranty may terminate on the
Second Capital Date.
6.8 CAPITAL CONTRIBUTION AGREEMENT. DCCLP, Logix, Parent, and
Administrative Agent (on behalf of Lenders) shall enter into a Capital
Contribution Agreement (substantially in the form and upon the terms of EXHIBIT
C-3) providing for, among other things, (i) Parent's agreement to make certain
Capital Contributions to Logix in an aggregate amount of up to $20,000,000 upon
the occurrence of certain events described in the Capital Contribution
Agreement; which Capital Contributions shall be in increments of at least
$5,000,000 and, once commenced to be paid, shall continue to be contributed to
Borrower no less frequently than every 60 days, (ii) DCCLP's agreement to lend
up to $20,000,000 to Parent to facilitate Parent's obligations to make the
Capital Contributions described in CLAUSE (i) preceding, and (iii) the
subordination of the loan from DCCLP to Parent to the prior payment and
performance of Parent's obligations under the Loan Papers.
6.9 CONTROL; LIMITATION OF RIGHTS. Notwithstanding anything herein or
in any other Loan Paper to the contrary, (a) the transactions contemplated
hereby (i) do not and will not constitute, create, or have the effect of
constituting or creating, directly or indirectly, actual or practical ownership
of the Companies by Agents or Lenders, or control, affirmative or negative,
direct or indirect, by Agents or Lenders over the management or any other aspect
of the operation of the Companies, which ownership or control remains
exclusively and at all times in the Companies, and (ii) do not and will not
constitute the transfer, assignment, or disposition in any manner, voluntary or
involuntary, directly or indirectly, of any Authorization at any time issued by
the FCC or any PUC to the Companies, or the transfer of control of the Companies
within the meaning of SECTION 310(d) of the Communications Act; and (b)
Administrative Agent shall not, without first obtaining the approval of the FCC
or any applicable PUC, take any action pursuant to this Agreement or any other
Loan Paper that would constitute or result in any assignment of any
Authorization or any change of control of the Companies, if such assignment or
change of control would require, under then existing Law (including the written
rules and regulations promulgated by the FCC or any such PUC), the prior
approval of the FCC or any such PUC.
SECTION 7 CONDITIONS PRECEDENT.
7.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not become
effective, and Lenders shall not be obligated to advance any Borrowing or issue
any LC, UNLESS Administrative Agent has received all of the agreements,
documents, instruments, and other items described on SCHEDULE 7.1.
7.2 CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION. On or prior to the
consummation of any Acquisition (whether or not the purchase price for such
Acquisition is funded by Borrowings), Borrower shall have satisfied the
conditions and delivered, or caused to be delivered, to Administrative Agent,
all documents and certificates set forth on SCHEDULE 7.2 by no later than the
dates specified for satisfaction of such conditions on SCHEDULE 7.2. Promptly
upon receipt of each Permitted Acquisition Compliance Certificate and each
Permitted Acquisition Loan Closing Certificate, Administrative Agent shall
provide copies of such certificates to Lenders. All documentation delivered and
satisfaction of conditions pursuant to the requirements of SECTION 7.2 must be
satisfactory to Administrative Agent. To the extent any Borrowing is being
requested in connection with the consummation of the Acquisition, the conditions
set forth in SECTIONS 7.2 and 7.3 must be satisfied prior to the making of any
such Borrowing.
7.3 CONDITIONS PRECEDENT TO EACH BORROWING. In addition to the
conditions stated in SECTIONS 7.1 and 7.2, Lenders will not be obligated to fund
any Borrowing, and Administrative Agent will not be obligated to issue any LC,
as the case may be, UNLESS on the date of such Borrowing (and after giving
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effect thereto): (a) Administrative Agent shall have timely received therefor a
Notice of Borrowing or a Notice of LC (TOGETHER WITH the applicable LC
Agreement), as the case may be; (b) Administrative Agent shall have received, as
applicable, the LC fees provided for in SECTIONS 5.3 AND 5.4; (c) all of the
representations and warranties of any Loan Party (and, if prior to the Second
Capital Date, DCCLP) set forth in the Loan Papers are true and correct in all
material respects (EXCEPT to the extent that (i) the representations and
warranties speak to a specific date or (ii) the facts on which such
representations and warranties are based have been changed by transactions
permitted by the Loan Papers); (d) no change in the financial condition,
business operations, or prospects of any Loan Party (and, if prior to the Second
Capital Date, DCCLP) which could be a Material Adverse Event shall have
occurred; (e) no Default or Potential Default shall have occurred and be
continuing; (f) the funding of such Borrowings and issuance of such LC, as the
case may be, are permitted by Law; (g) evidence satisfactory to Administrative
Agent that such Borrowing may be made without violating the terms of the Senior
Notes; (h) in the event all or any part of the proceeds of the Borrowing will be
used to finance a loan, advance, or Distribution to Parent to the extent
permitted by SECTIONS 9.20 or 9.21, Administrative Agent shall have received all
such certifications, financial information, and projections as Administrative
Agent may reasonably request; and (i) all matters related to such Borrowing must
be satisfactory to Required Lenders and their respective counsel in their
reasonable determination, and upon the reasonable request of Administrative
Agent, Borrower shall deliver to Administrative Agent evidence substantiating
any of the matters in the Loan Papers which are necessary to enable Borrower to
qualify for such Borrowing. Each Notice of Borrowing and LC Agreement delivered
to Administrative Agent shall constitute the representation and warranty by
Borrower to Administrative Agent that the statements above are true and correct
in all respects. Each condition precedent in this Agreement is material to the
transactions contemplated in this Agreement, and time is of the essence in
respect of each thereof. Subject to the prior approval of Required Lenders,
Lenders may fund any Borrowing, and Administrative Agent may issue any LC,
without all conditions being satisfied, but, to the extent permitted by Law, the
same shall not be deemed to be a waiver of the requirement that each such
condition precedent be satisfied as a prerequisite for any subsequent funding or
issuance, UNLESS Required Lenders specifically waive each such item in writing.
7.4 CONDITIONS PRECEDENT TO ADDITIONAL BORROWER. No Person shall become
an Additional Borrower until (a) such proposed Additional Borrower has been
approved in writing by Required Lenders and has entered into all such
supplemental agreements to the Loan Papers as are required by Administrative
Agent, (b) such Additional Borrower and each other Loan Party (and, if prior to
the Second Capital Date, DCCLP) shall have satisfied the conditions and
delivered, or caused to be delivered, to Administrative Agent, all documents and
certificates set forth on SCHEDULE 7.4 by no later than the dates specified for
satisfaction of such conditions on SCHEDULE 7.4. All documentation delivered and
satisfaction of conditions pursuant to the requirements of SECTION 7.4 must be
satisfactory to Administrative Agent. To the extent any Borrowing is being
requested in connection with any Person becoming an Additional Borrower, the
conditions set forth in SECTION 7.3 must be satisfied prior to the making of any
such Borrowing.
SECTION 8 REPRESENTATIONS AND WARRANTIES. Borrower and each other Loan
Party jointly and severally (as to themselves and their respective
Subsidiaries) represent and warrant to Administrative Agent and Lenders as
follows:
8.1 PURPOSE OF CREDIT. Borrower will use (or will loan such proceeds to
its Companies to so use) all proceeds of Borrowings for one or more of the
following: (a) to finance Permitted Acquisitions; (b) to finance Capital
Expenditures contemplated by and incurred consistently with the Benchmark
Budget; (c) for working capital and general corporate purposes of the Companies
contemplated by and incurred consistently with the Benchmark Budget; (d) to make
certain Distributions and loans and advances to Parent to the extent permitted
by SECTIONS 9.20 and 9.21; (e) if Dobson Telephone becomes an Additional
Borrower, to repay the
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RUS/RTB Debt; and (f) for other lawful general corporate purposes to the
extent consistent with the Benchmark Budget. No Company is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any "MARGIN STOCK"
within the meaning of REGULATION U. No part of the proceeds of any Borrowing
will be used, directly or indirectly, for a purpose which violates any Law,
including, without limitation, the provisions of REGULATIONS T, U, and X (as
enacted by the Board of Governors of the Federal Reserve System, as amended).
8.2 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each Loan
Party is duly organized, validly existing, and in good standing under the Laws
of its jurisdiction of organization (such jurisdictions being identified on
SCHEDULE 8.3, as supplemented and modified in writing from time to time to
reflect any changes to such Schedule as a result of transactions permitted by
the Loan Papers). Each Loan Party is duly qualified to transact business and is
in good standing in (i) Texas and Oklahoma and (ii) in each other jurisdiction
where the nature and extent of its business and properties require the same.
Each Loan Party possesses all Authorizations, and grants of authority,
including, without limitation, any Authorization issued by the FCC or any PUC
(all of which are described on SCHEDULE 8.2) which are necessary or required in
the conduct of its respective business(es), and the same are valid, binding,
enforceable, and subsisting without any defaults thereunder or enforceable
adverse limitations thereon and are not subject to any proceedings or claims
opposing the issuance, development, or use thereof, or contesting the validity
thereof, EXCEPT where failure could not be a Material Adverse Event.
8.3 SUBSIDIARIES; CAPITAL STOCK. The Loan Parties have no Subsidiaries
EXCEPT as disclosed on SCHEDULE 8.3 (as supplemented and modified in writing
from time to time to reflect any changes to such Schedule as a result of
transactions permitted by the Loan Papers). All of the outstanding shares of
capital stock (or similar voting interests) of each Subsidiary are duly
authorized, validly issued, fully paid, and nonassessable and are owned of
record and beneficially as set forth on SCHEDULE 8.3 (as supplemented and
modified in writing from time to time to reflect any changes to such Schedule as
a result of transactions permitted by the Loan Papers), free and clear of any
Liens, restrictions, claims, or rights of another Person, OTHER THAN Permitted
Liens, and none of such shares owned by any Party is subject to any restriction
on transfer thereof EXCEPT for restrictions imposed by securities Laws and
general corporate Laws. No Loan Party has outstanding any warrant, option, or
other right of any Person to acquire any of its capital stock or similar equity
interests.
8.4 AUTHORIZATION AND CONTRAVENTION. The execution and delivery by each
Loan Party of each Loan Paper to which it is a party and the performance by such
Loan Party of its obligations thereunder (a) are within the corporate or
partnership power of such Loan Party, (b) will have been duly authorized by all
necessary corporate or partnership action on the part of such Loan Party when
such Loan Paper is executed and delivered, (c) require no Authorization, waiver,
formal exemption from, or other action by or in respect of, or filing with, any
Governmental Authority, which action or filing has not been taken or made on or
prior to the Closing Date (or if later, the date of execution and delivery of
such Loan Paper), EXCEPT such actions which if not taken could not be a Material
Adverse Event, (d) will not violate any provision of the charter, bylaws, or
partnership agreement of such Loan Party, (e) will not violate any provision of
Law applicable to it, OTHER THAN such violations which individually or
collectively could not be a Material Adverse Event, (f) will not violate any
material written or oral agreements, contracts, commitments, or understandings
to which it is a party, OTHER THAN such violations which could not be a Material
Adverse Event, or (g) will not result in the creation or imposition of any Lien
on any asset of any Loan Party, OTHER THAN as contemplated by this Agreement.
The Companies have (or will have upon consummation thereof) all necessary
Authorizations, exemptions, filings, declarations, regulations, consents, and
approvals of any Person or Governmental Authority required to be obtained in
order to effect any Permitted Acquisition, asset transfer, change of control,
merger, or consolidation permitted by the Loan Papers, EXCEPT those consents,
approvals,
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Authorizations, exemptions, filings, declarations, or registrations, the
failure of which to obtain would not be a Material Adverse Event and would
not reasonably be expected to impair the value of the Companies or the
benefit to be derived from any such transaction.
8.5 BINDING EFFECT. Upon execution and delivery by all parties thereto,
each Loan Paper will constitute a legal, valid, and binding obligation of each
Loan Party thereto, enforceable against each such Loan Party in accordance with
its terms, EXCEPT as enforceability may be limited by applicable Debtor Relief
Laws and general principles of equity.
8.6 FINANCIAL STATEMENTS. The Current Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of the
Parent and its Subsidiaries, the Logix Group, Dobson Telephone and its
Subsidiaries, the Fiber Business, and the CLEC Business, as the case may be, as
of and for the portion of the fiscal year ending on the date or dates thereof
(subject only to normal year-end audit adjustments). There were no material
liabilities, direct or indirect, fixed or contingent, of Parent or any
Subsidiary of Parent, Logix or any Subsidiary of Logix, or Dobson Telephone or
any Subsidiary of Dobson Telephone, as of the date or dates of their respective
Current Financials which are required under GAAP to be reflected therein or in
the notes thereto, and are not so reflected. EXCEPT for transactions directly
related to, or specifically contemplated by, the Loan Papers, there have been no
changes in the consolidated financial condition of Parent or any Subsidiary of
Parent, Logix or any Subsidiary of Logix, Dobson Telephone or any Subsidiary of
Dobson Telephone, the Fiber Business, or the CLEC Business from that shown in
their respective Current Financials after such date which could be a Material
Adverse Event, nor has Parent, any Subsidiary of Parent, Logix, any Subsidiary
of Logix, Dobson Telephone, or any Subsidiary of Dobson Telephone incurred any
liability (including, without limitation, any liability under any Environmental
Law), direct or indirect, fixed or contingent, after such date which could be a
Material Adverse Event.
8.7 LITIGATION, CLAIMS, INVESTIGATIONS. No Loan Party is subject to, or
aware of the threat of, any Litigation which is reasonably likely to be
determined adversely to any Loan Party, and, if so adversely determined, could
(individually or collectively with other Litigation) be a Material Adverse
Event. There are no outstanding orders or judgments for the payment of money in
excess of $1,000,000 (individually or collectively) or any warrant of
attachment, sequestration, or similar proceeding against the assets of any Loan
Party having a value (individually or collectively) of $1,000,000 or more which
is not either (a) stayed on appeal or (b) being diligently contested in good
faith by appropriate proceedings and adequate reserves have been set aside on
the books of such Loan Party in accordance with GAAP. There are no formal
complaints, suits, claims, investigations, or proceedings initiated at or by any
Governmental Authority pending or threatened by or against any Loan Party, or
which could be a Material Adverse Event, nor any judgments, decrees, or orders
of any Governmental Authority outstanding against any Loan Party that could be a
Material Adverse Event.
8.8 TAXES. All Tax returns of each Loan Party required to be filed have
been filed (or extensions have been granted) prior to delinquency, and all Taxes
imposed upon each Loan Party which are due and payable have been paid prior to
delinquency, OTHER THAN Taxes for which the criteria for Permitted Liens (as
specified in SECTION 9.13(b)(vi)) have been satisfied or for which nonpayment
thereof could not constitute a Material Adverse Event.
8.9 ENVIRONMENTAL MATTERS. No Loan Party (a) knows of any environmental
condition or circumstance, such as the presence or Release of any Hazardous
Substance, on any property presently or previously owned by any Loan Party that
could be a Material Adverse Event, (b) knows of any violation by any Loan Party
of any Environmental Law, EXCEPT for such violations that could not be a
Material Adverse
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Event, or (c) knows that any Loan Party is under any obligation to remedy any
violation of any Environmental Law, EXCEPT for such obligations that could
not be a Material Adverse Event; PROVIDED, HOWEVER, that each Loan Party (x)
to the best of its knowledge, has in full force and effect all environmental
permits, licenses, and approvals required to conduct its operations and is
operating in substantial compliance thereunder, and (y) has taken prudent
steps to determine that its properties and operations are not in violation of
any Environmental Law.
8.10 EMPLOYEE BENEFIT PLANS. (a) No Employee Plan has incurred an
accumulated funding deficiency, as defined in SECTION 302 of ERISA and SECTION
412 of the Code, (b) neither Parent nor Borrower nor any ERISA Affiliate has
incurred material liability which is currently due and remains unpaid under
TITLE IV of ERISA to the PBGC or to an Employee Plan in connection with any such
Employee Plan, (c) neither Parent nor Borrower nor any ERISA Affiliate has
withdrawn in whole or in part from participation in a Multiemployer Plan, (d)
neither Parent nor Borrower has engaged in any "PROHIBITED TRANSACTION" (as
defined in SECTION 406 of ERISA or SECTION 4975 of the Code) which would be a
Material Adverse Event, and (e) no Reportable Event has occurred which is likely
to result in the termination of an Employee Plan. The present value of all
benefit liabilities within the meaning of TITLE IV of ERISA under each Employee
Plan (based on those actuarial assumptions used to fund such Employee Plan) did
not, as of the last annual valuation date for the 1998 plan year of such Plan,
exceed the value of the assets of such Employee Plan, and the total present
values of all benefit liabilities within the meaning of TITLE IV of ERISA of all
Employee Plans (based on the actuarial assumptions used to fund each such Plan)
did not, as of the respective annual valuation dates for the 1998 plan year of
each such Plan, exceed the value of the assets of all such plans. The present
value of accrued benefits under each Employee Plan (based on PBGC actuarial
assumptions used for plan termination) does not exceed the value of the assets
of such Employee Plan.
8.11 PROPERTIES; LIENS. Each Loan Party has good and marketable title
to all its property reflected on the Current Financials, EXCEPT (a) for (i)
property that is obsolete, (ii) property that has been disposed of in the
ordinary course of business, or (iii) property with title defects or failures in
title which, when considered in the aggregate, would not be a Material Adverse
Event, or (b) as otherwise permitted by the Loan Papers. Notwithstanding any
terms in that certain agreement entered into on or about March 9, 1990, between
AT&T Communications, Inc., and Dobson Fiber Company, Inc., to the contrary,
Logix has good and marketable title to the fiber-optic cable described in that
agreement without the need for any conveyance of title or further agreement or
action by AT&T or otherwise. As of the Closing Date, no less than sixty-five
percent of the revenues of Logix are generated from the Houston, Texas, market.
EXCEPT for Permitted Liens, there is no Lien on any property of any Loan Party,
and the execution, delivery, performance, or observance of the Loan Papers will
not require or result in the creation of any Lien on such property. The CLEC
Business utilizes the fiber-optic cable extending from Amarillo, Texas, to
Oklahoma City, Oklahoma in its operations.
8.12 GOVERNMENT REGULATIONS. No Loan Party is subject to regulation
under the INVESTMENT COMPANY ACT OF 1940, as amended, the PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, as amended, or any other Law (OTHER THAN REGULATIONS T, U,
and X of the Board of Governors of the Federal Reserve System and the
requirements of any PUC or public service commission) which regulates the
incurrence of Debt.
8.13 TRANSACTIONS WITH AFFILIATES. EXCEPT as permitted in SECTION 9.14,
no Loan Party is a party to a material transaction with any of its Affiliates
(excluding transactions between or among Companies), OTHER THAN transactions in
the ordinary course of business and upon fair and reasonable terms not
materially less favorable than such Loan Party could obtain or could become
entitled to in an arm's-length transaction with a Person that was not its
Affiliate.
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8.14 DEBT. No Company is an obligor on any Debt OTHER THAN Permitted
Debt. Parent is not an obligor on any Debt, OTHER THAN Debt disclosed in its
audited Financial Statements for fiscal year ended December 31, 1998, which
Financial Statements were delivered to Lenders on or prior to the Closing Date.
As of the Closing Date, the outstanding principal amount of the RUS/RTB Debt
does not exceed $37,500,000.
8.15 MATERIAL AGREEMENTS; MANAGEMENT AGREEMENTS. SCHEDULE 8.15 sets
forth a list of all Material Agreements, and there exists no material default
under any of such contracts. There are no failures of any material written or
oral agreements, contracts, commitments, or understandings to which any Loan
Party is a party to be in full force and effect which could be a Material
Adverse Event, and no default or potential default exists on the part of any
Loan Party thereunder which could be a Material Adverse Event. No Loan Party is
a party to any management or consulting agreement for the provision of services
to it, EXCEPT as described on SCHEDULE 8.15.
8.16 INSURANCE. Each Loan Party maintains, with financially sound,
responsible, and reputable insurance companies or associations, insurance
concerning its properties and businesses against such casualties and
contingencies and of such types and in such amounts (and with co-insurance and
deductibles) as is customary in the case of same or similar businesses.
8.17 LABOR MATTERS. There are no actual or threatened strikes, labor
disputes, slow downs, walkouts, or other concerted interruptions of operations
by the employees of any Loan Party that could be a Material Adverse Event. Hours
worked by and payment made to employees of the Loan Parties have not been in
violation of the FAIR LABOR STANDARDS ACT or any other applicable Law dealing
with such matters, OTHER THAN any such violations, individually or collectively,
which could not constitute a Material Adverse Event. All payments due from any
Loan Party on account of employee health and welfare insurance have been paid or
accrued as a liability on its books, OTHER THAN any such nonpayments which could
not, individually or collectively, constitute a Material Adverse Event.
8.18 SOLVENCY. At the time of each Borrowing hereunder, and on the
dates of each Permitted Acquisition, each Loan Party is (and after giving effect
to the transactions contemplated by the Loan Papers, any Permitted Acquisition,
and any incurrence of additional Debt, will be) Solvent.
8.19 INTELLECTUAL PROPERTY. Each Company owns or has sufficient and
legally enforceable rights to use all material licenses, patents, patent
applications, copyrights, service marks, trademarks, trademark applications, and
trade names necessary to continue to conduct its businesses as heretofore
conducted by it, now conducted by it, and now proposed to be conducted by it. A
list of all the intellectual property rights of each Company is set forth in
ANNEX B to each Security Agreement executed by such Company pursuant to the Loan
Papers. Each Company is conducting its business without infringement or claim of
infringement of any license, patent, copyright, service mark, trademark, trade
name, trade secret, or other intellectual property right of others, OTHER THAN
any such infringements or claims which, if successfully asserted against or
determined adversely to any Company, could not, individually or collectively,
constitute a Material Adverse Event, EXCEPT as described on SCHEDULE 8.19.
8.20 COMPLIANCE WITH LAWS. No Loan Party is in violation of any Laws
(including, without limitation, the Communications Act, Environmental Laws, and
those Laws administered by the FCC and any PUC), OTHER THAN such violations
which could not, individually or collectively, be a Material Adverse Event. No
Loan Party has received notice alleging any noncompliance with any Laws, EXCEPT
for such noncompliance which no longer exists, or which could not constitute a
Material Adverse Event.
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8.21 PERMITTED ACQUISITIONS.
(a) VALIDITY. With respect to any Permitted Acquisitions, each
Company party thereto has the power and authority under the Laws of its
state of incorporation and under its articles of incorporation and
bylaws or partnership agreement, as applicable, to enter into and
perform the related Acquisition agreement to which it is a party and
all other agreements, documents, and actions required thereunder; and
all actions (corporate or otherwise) necessary or appropriate by such
Companies (as the case may be) for the execution and performance of
said Acquisition agreements, and all other documents, agreements, and
actions required thereunder, have been taken, and, upon their
execution, such Acquisition agreements will constitute the valid and
binding obligation of the Companies party thereto, enforceable in
accordance with their respective terms.
(b) NO VIOLATIONS. With respect to any Permitted Acquisition,
the making and performance of the related Acquisition agreements, and
all other agreements, documents, and actions required thereunder, will
not violate any provision of any Law, including, without limitation,
all state corporate Laws and judicial precedents of the states of
incorporation or formation of the Companies, and will not violate any
provisions of the articles of incorporation and bylaws or partnership
agreements of the Companies, or constitute a default under any
agreement by which any Company or its respective property may be bound.
8.22 REGULATION U. "MARGIN STOCK" (as defined in REGULATION U)
constitutes less than 25% of those assets of any Loan Party which is subject to
any limitation on sale, pledge, or other restrictions hereunder.
8.23 TRADENAMES. EXCEPT as disclosed on SCHEDULE 8.23, no Loan Party
has used or transacted business under any other corporate or trade name in the
five-year period preceding the date hereof.
8.24 YEAR 2000 COMPLIANCE. The Loan Parties have (i) initiated a review
and assessment of all areas within their business and operations that could be
adversely affected by the "YEAR 2000 PROBLEM" (that is, the risk that computer
applications used by the Loan Parties may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and any date
after December 31, 1999), (ii) developed a plan and time line for addressing the
Year 2000 Problem on a timely basis, and (iii) to date, implemented in all
material respects that plan in accordance with that timetable.
8.25 NO DEFAULT. No Default or Potential Default exists or will arise
as a result of any Borrowing hereunder.
8.26 FULL DISCLOSURE. There is no material fact or condition relating
to the Loan Papers or the financial condition, business, or property of any Loan
Party or their respective Subsidiaries which could be a Material Adverse Event
and which has not been related, in writing, to Administrative Agent. All
information heretofore furnished by any Company to any Lender or Administrative
Agent in connection with the Loan Papers was, and all such information hereafter
furnished by any Company to any Lender or Administrative Agent will be, true and
accurate in all material respects or based on reasonable estimates on the date
as of which such information is stated or certified.
8.27 SENIOR NOTES. Parent has used proceeds of the Senior Notes solely
for the following purposes: Capital Contributions to Logix, the purchase of the
Pledged Government Securities, and the payment of fees and expenses incurred in
connection with the issuance of the Senior Notes.
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8.28 BENCHMARK BUDGET. The Benchmark Budget for each Loan Party has
been prepared for the period from the Closing Date through the Termination Date
(the "REPORTED PERIOD") and includes (i) projected revenues for each calendar
month during the Reported Period and (ii) all estimated costs and expenses
during each calendar month in the Reported Period which are incident directly or
indirectly to the construction, development, and operation of the Fiber
Business, the CLEC Business, or the rural telephone business of Dobson Telephone
(as the case may be). After taking into account the requirements of the Loan
Papers, the Benchmark Budget for the CLEC Business includes all costs and
expenses incident to the construction, development, and operation of fiber optic
telecommunications systems to be owned and operated by the Logix Group as a
competitive local exchange carrier in designated metropolitan areas. Each
Benchmark Budget has been prepared by the appropriate entity based on
assumptions which have been disclosed to Lenders and which, in light of
historical performance of such entity and its Subsidiaries and their prospects
for the future, are realistic and achievable.
SECTION 9 COVENANTS. Each of Loan Party covenants, and agrees, (and agrees to
cause its ERISA Affiliates with respect to SECTION 9.10) to perform, observe,
and comply with each of the following covenants, from the Closing Date and SO
LONG THEREAFTER AS Lenders are committed to fund Borrowings and Administrative
Agent is committed to issue LCs under this Agreement and thereafter until the
payment in full of the Principal Debt (and termination of outstanding LCs, if
any) and payment in full of all other interest, fees, and other amounts of the
Obligation then due and owing, UNLESS Borrower receives a prior written consent
to the contrary by Administrative Agent as authorized by Required Lenders:
9.1 USE OF PROCEEDS. Each Borrower shall use (and shall cause each
other Company to use) the proceeds of Borrowings only for the purposes
represented herein and, where required, in a manner contemplated by, and
consistent with, the applicable Benchmark Budget.
9.2 BOOKS AND RECORDS. Parent and the Companies shall maintain books,
records, and accounts necessary to prepare financial statements in accordance
with GAAP.
9.3 ITEMS TO BE FURNISHED. Parent and each Borrower shall cause the
following to be furnished to Administrative Agent for delivery to Lenders:
(a) Promptly after preparation, and (UNLESS otherwise
specified) no later than 90 days after the last day of each fiscal year
of Parent, Logix, Dobson Telephone, and each other Additional Borrower,
Financial Statements showing the consolidated (and, in the case of
Parent and its Subsidiaries, EXCEPT with respect to the cash flow
statements, consolidating) financial condition and results of
operations calculated separately for each of (w) Parent and its
Subsidiaries, (x) the Logix Group (including separate balance sheets
and statements of operations for each of the Fiber Business and the
CLEC Business, in form and substance satisfactory to Agents), (y)
Dobson Telephone and its Subsidiaries, and (z) each Additional Borrower
and its Subsidiaries as of, and for the year ended on, such day, each
accompanied by:
(i) the unqualified opinion of a firm of
nationally-recognized independent certified public
accountants, based on an audit using generally accepted
auditing standards, that the Financial Statements calculated
with respect to Parent and its Subsidiaries were prepared in
accordance with GAAP and present fairly the consolidated
financial condition and results of operations of Parent and
its Subsidiaries;
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(ii) any management letter prepared by such
accounting firm (PROVIDED THAT, such letter shall be furnished
to Administrative Agents when received, but in no event later
than 150 days after the last day of the applicable fiscal
year);
(iii) a certificate from such accounting firm to
Administrative Agent, indicating that during its audit it
obtained no knowledge of any Default or Potential Default or,
if it obtained such knowledge, the nature and period of
existence thereof; and
(iv) with respect to the Financial Statements of
Parent, The Logix Group, Dobson Telephone and its
Subsidiaries, and each Additional Borrower delivered pursuant
to this SECTION 9.3(a), a Compliance Certificate.
(b) From the Closing Date until the Phase II Notice Date,
promptly after preparation thereof, and no later than 30 days after the
last day of each calendar month, Financial Statements of Parent, Logix,
Dobson Telephone, and any other Additional Borrower, showing the
consolidated (and, in the case of Parent and its Subsidiaries, EXCEPT
with respect to the cash flow statements, consolidating) financial
condition and results of operations calculated for the Parent and its
Subsidiaries, the Logix Group (including separate balance sheets and
statements of operations for the Fiber Business and for the CLEC
Business, in form and substance satisfactory to Agents), Dobson
Telephone and its Subsidiaries, and each other Additional Borrower and
its Subsidiaries (as the case may be), for such calendar month and for
the period from the beginning of the then-current fiscal year to, such
last day, accompanied by a (y) Compliance Certificate with respect to
such Financial Statements, executed by a Responsible Officer of Parent,
Logix, Dobson Telephone, and each Additional Borrower (if any).
(c) Promptly after preparation, and no later than 45 days
after the last day of each of the first three fiscal quarters of each
fiscal year of Parent, Logix, Dobson Telephone, and any other
Additional Borrower, Financial Statements showing the consolidated
(and, in the case of Parent and its Subsidiaries, EXCEPT with respect
to the cash flow statements, consolidating) financial condition and
results of operations calculated for the Parent and its Subsidiaries,
the Logix Group (including separate balance sheets and statements of
operations for the Fiber Business and for the CLEC Business, in form
and substance satisfactory to Agents), Dobson Telephone and its
Subsidiaries, and each other Additional Borrower and its Subsidiaries
(as the case may be), for such fiscal quarter and for the period from
the beginning of the then-current fiscal year to, such last day,
accompanied by a (y) Compliance Certificate with respect to such
Financial Statements, executed by a Responsible Officer of Parent,
Logix, Dobson Telephone, and each Additional Borrower (if any).
(d) (i) With respect to all statements of operation delivered
pursuant to SECTION 9.3(a), (b), or (c) preceding, a comparison to the
Benchmark Budget for each such period and an explanation of any
variances from the applicable Benchmark Budget; and (ii) additionally,
on or prior to March 31 of each fiscal year of Parent, Logix, Dobson
Telephone, and any other Additional Borrower, an operating budget (in
form and substance satisfactory to Agents) for each such entity and its
Subsidiaries for such fiscal year (including separate operating budgets
for the Fiber Business and for the CLEC Business), each accompanied by
a certificate executed by a Responsible Officer of the appropriate
entity, certifying that such operating budget was prepared by such
entity based on assumptions which, in light of the historical
performance of such entity and its Subsidiaries and their prospects for
the future, are realistic and achievable; PROVIDED THAT,
notwithstanding the delivery of such operating budgets, no Benchmark
Budget may be amended or modified (or amounts thereunder reallocated)
without the prior written consent of Required Lenders.
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(e) Promptly upon receipt thereof, copies of all auditor's
annual management letters delivered to Parent.
(f) Notice, promptly after Parent or any Borrower knows or has
reason to know of (i) the existence and status of any Litigation which
could be a Material Adverse Event, or of any order or judgment for the
payment of money which (individually or collectively) is in excess of
$1,000,000, or any warrant of attachment, sequestration, or similar
proceeding against the assets of any Loan Party or Subsidiary of Parent
having a value (individually or collectively) of $1,000,000, (ii) any
material change in any material fact or circumstance represented or
warranted in any Loan Paper, (iii) a Default or Potential Default
specifying the nature thereof and what action any Loan Party (or, if
prior to the Second Capital Date, DCCLP) has taken, is taking, or
proposes to take with respect thereto, (iv) the receipt by any Loan
Party or Subsidiary of Parent of any notice from any Governmental
Authority of the expiration without renewal, termination, material
modification, or suspension of, or institution of any proceedings to
terminate, materially modify, or suspend, any Authorization granted by
the FCC or any applicable PUC, or any other Authorization which any
Loan Party or Subsidiary of Parent is required to hold in order to
operate its business in compliance with all applicable Laws, OTHER THAN
such expirations, terminations, suspensions, or modifications which
individually or in the aggregate would not constitute a Material
Adverse Event, (v) any federal, state, or local statute, regulation, or
ordinance or judicial or administrative order limiting or controlling
the operations of any Loan Party or Subsidiary of Parent (or, if prior
to the Second Capital Date, DCCLP) which has been issued or adopted
hereafter and which is of material adverse importance or effect in
relation to the operation of any Loan Party or Subsidiary of Parent,
(vi) the receipt by any Loan Party or Subsidiary of Parent of notice of
any violation or alleged violation of any Environmental Law, which
violation or alleged violation could individually or collectively with
other such violations or allegations, constitute a Material Adverse
Event, (vii) (A) the occurrence of a Reportable Event that, alone or
TOGETHER WITH any other Reportable Event, could reasonably be expected
to result in liability of any Loan Party or Subsidiary of Parent to the
PBGC in an aggregate amount exceeding $1,000,000; (B) any expressed
statement in writing on the part of the PBGC of its intention to
terminate any Employee Plan or Plans; (C) any Loan Party's or their
ERISA Affiliate's becoming obligated to file with the PBGC a notice of
failure to make a required installment or other payment with respect to
an Employee Plan; (D) the receipt by any Loan Party or an ERISA
Affiliate or any Loan Party from the sponsor of a Multiemployer Plan of
either a notice concerning the imposition of withdrawal liability in an
aggregate amount exceeding $1,000,000 or of the impending termination
or reorganization of such Multiemployer Plan; or (E) the occurrence of
any condition (under ERISA, the Code, or otherwise) for the imposition
of a Lien in favor of the PBGC on the assets of any Loan Party; or
(viii) any material, or potentially material, inaccuracy in any
Benchmark Budget.
(g) Promptly (but in no event later than the last Business Day
of the calendar month in which such change occurs) after any of the
information or disclosures provided on any of the Schedules delivered
pursuant to this Agreement or any annexes to any of the Collateral
Documents becomes outdated or incorrect or requires supplementation in
any material respect, such revised or updated Schedule(s) or annexes as
may be necessary or appropriate to update or correct such information
or disclosures; PROVIDED THAT, (i) no deletions may be made to any
annexes describing Collateral in any of the Collateral Documents or to
SCHEDULE 8.15 to this Agreement describing Material Agreements UNLESS
approved by Required Lenders and (ii) in the case of SCHEDULES 6.6,
8.19, 9.13, and 9.14, the information thereon shall not be deemed
accepted for purposes of the Loan Papers and shall not become part of
the Loan Papers unless approved by Required Lenders.
50
<PAGE>
(h) Promptly after preparation, true, correct, and complete
copies of all material reports or filings filed by or on behalf of any
Loan Party or any Subsidiary of a Loan Party with any Governmental
Authority (including the FCC and the Securities and Exchange
Commission).
(i) Promptly after the filing thereof, a true, correct, and
complete copy of each FORM 10-K, FORM 10-Q, and FORM 8-K filed by or on
behalf of any Loan Party or any Subsidiary of a Loan Party with the
Securities and Exchange Commission.
(j) Promptly upon request therefor by Administrative Agent or
Lenders, such information (not otherwise required to be furnished under
the Loan Papers) respecting the business affairs, assets, and
liabilities of any Loan Party or any Subsidiary of a Loan Party
(including, without limitation, status reports concerning progress of
implementation of its plan for addressing the Year 2000 Problem), and
such opinions, certifications, and documents, in addition to those
mentioned in this Agreement, as reasonably requested.
(k) Promptly after preparation, and no later than 30 days
after the last day of each calendar month (the "SUBJECT MONTH"), a
management report (substantially in the form of EXHIBIT E-5),
discussing the financial results, comparing actual performance results
to the Benchmark Budget for the Subject Month and outlining principal
changes in trends affecting each market, and separately detailing as of
the last day of the Subject Month, among other things, (i) the total
number of Access Lines, CLEC Resale Access Lines, CLEC UNE-P Access
Lines, and CLEC On-Switch Access Lines; (ii) average gross margins for
each long distance, data transmission, and local business segment;
(iii) Operating Cash Flow for each market served by each business
segment; (iv) sales employee turnover during such period and for the
Subject Month from the beginning of the then-current fiscal year to
such last day; (v) descriptions of all Capital Expenditures made during
the Subject Month; and (vi) a status report of Companies' efforts to
raise the necessary capital to satisfy the requirements of the First
Capital Date and the Second Capital Date.
(l) Promptly after preparation, but no later than 30 days
after the last day of each calendar month, a Borrowing Base Report.
9.4 INSPECTIONS. Upon reasonable notice, each Loan Party shall allow
Administrative Agent or any Lender (or their respective Representatives) to
inspect any of their properties, to review reports, files, and other records and
to make and take away copies thereof, to conduct tests or investigations, and to
discuss any of their affairs, conditions, and finances with other creditors,
directors, officers, employees, other representatives, and independent
accountants of such Loan Party, from time to time, during reasonable business
hours.
9.5 TAXES. Each Loan Party (a) shall promptly pay when due any and all
Taxes OTHER THAN Taxes the applicability, amount, or validity of which is being
contested in good faith by lawful proceedings diligently conducted, and against
which reserve or other provision required by GAAP has been made, and in respect
of which levy and execution of any Lien securing same have been and continue to
be stayed, (b) shall not, directly or indirectly, use any portion of the
proceeds of any Borrowing to pay the wages of employees UNLESS a timely payment
to or deposit with the appropriate Governmental Authorities of all amounts of
Tax required to be deducted and withheld with respect to such wages is also
made, and (c) notify Lenders immediately if the Internal Revenue Service or any
other taxing authority commences or notifies any Loan Party of its intention to
commence an audit or investigation with respect to any Taxes of any kind due or
alleged to be due from any Loan Party.
51
<PAGE>
9.6 PAYMENT OF OBLIGATIONS. Each Borrower, jointly and severally,
agrees to pay the Obligation in accordance with the terms and provisions of the
Loan Papers. Each Loan Party (a) shall promptly pay (or renew and extend) all of
its material obligations as the same become due (unless such obligations--OTHER
THAN the Obligation--are being contested in good faith by appropriate
proceedings), and (b) shall not (i) make any voluntary prepayment of principal
of, or interest on, any other Debt (OTHER THAN the Obligation), whether
subordinate to the Obligation or not or (ii) use proceeds from the Borrowings to
make any payment or prepayment of principal of, or interest on, or sinking fund
payment in respect of any other Debt of any Loan Party, EXCEPT as permitted in
SECTIONS 9.21 and 9.22. No Loan Party shall make any payment on any subordinated
debt when it violates the subordination provisions thereof.
9.7 MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS. EXCEPT as otherwise
permitted by SECTION 9.25, each Loan Party shall at all times: (a) maintain its
existence and good standing in the jurisdiction of its organization and its
authority to transact business in all other jurisdictions where the failure to
so maintain its authority to transact business could be a Material Adverse
Event; (b) maintain all licenses, permits, and franchises necessary for its
business where the failure to so maintain could be a Material Adverse Event; (c)
keep all of its assets which are useful in and necessary to its business in good
working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and replacements thereof; and (d) do all things
necessary to obtain, renew, extend, and continue in effect all Authorizations
issued by the FCC or any applicable PUC which may at any time and from time to
time be necessary for the Loan Parties to operate their businesses in compliance
with applicable Law, where the failure to so renew, extend, or continue in
effect could be a Material Adverse Event.
9.8 INSURANCE. The Loan Parties shall, at their sole cost and expense,
keep and maintain the Collateral owned by each such Loan Party insured for its
actual cash value against loss or damage by fire, theft, explosion, flood, and
all other hazards and risks ordinarily insured against by other owners or users
of such properties in similar businesses of comparable size and notify
Administrative Agent promptly of any occurrence causing a material loss or
decline in value of the Collateral and the estimated (or actual, if available)
amount of such loss or decline. All policies of insurance on the Collateral
shall be in a form, with such deductibles, and with insurers recognized as
adequate by prudent business Persons in the same businesses as the Loan Parties
and acceptable to Administrative Agent, and all such policies shall be in such
amount as may be satisfactory to Administrative Agent. On the Closing Date and
thereafter as each policy is renewed and extended, the Loan Parties shall
deliver to Administrative Agent a certificate of insurance for each policy of
insurance and evidence of payment of all premiums therefor. Such policies of
insurance and the certificates evidencing the same shall contain an endorsement,
in form and substance acceptable to Administrative Agent, showing loss payable
to Administrative Agent for the benefit of Lenders. Such endorsement, or an
independent instrument furnished to Administrative Agent, shall provide that the
insurance companies will give Administrative Agent at least 30 days prior
written notice before any such policy or policies of insurance shall be altered
or canceled and that no act or default of any Loan Party or any other Person
shall affect the Right of Administrative Agent to recover under such policy or
policies of insurance in case of loss or damage. Upon the payment by the insurer
of the proceeds of any such policy of insurance and if no Default has occurred
and is continuing, the Loan Party so insured may retain such insurance if such
proceeds are used to repair or replace the property the damage or destruction of
which gave rise to the payment of such insurance proceeds; PROVIDED, HOWEVER,
that any insurance proceeds not used for repair or replacement in accordance
herewith, UNLESS paid as reimbursement of expenses incurred and business losses
suffered in connection with the loss or damage to the Collateral, shall be paid
to or retained by Administrative Agent for application as a mandatory prepayment
on the Obligation.
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<PAGE>
9.9 PRESERVATION AND PROTECTION OF RIGHTS. Each Loan Party shall
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record any additional agreements, documents, instruments, and certificates as
Administrative Agent or Required Lenders may reasonably deem necessary or
appropriate in order to preserve and protect the Rights of Administrative Agent
and Lenders under any Loan Paper.
9.10 EMPLOYEE BENEFIT PLANS. No Loan Party shall, directly or
indirectly, engage in any "PROHIBITED TRANSACTION" (as defined in SECTION 406 of
ERISA or SECTION 4975 of the Code), and the Loan Parties, and their respective
ERISA Affiliates shall not, directly or indirectly, (a) incur any "ACCUMULATED
FUNDING DEFICIENCY" as such term is defined in SECTION 302 of ERISA with respect
to any Employee Plan, (b) permit any Employee Plan to be subject to involuntary
termination proceedings pursuant to TITLE IV of ERISA, (c) fully or partially
withdraw from any Multiemployer Plan, if such prohibited transaction,
accumulated funding deficiency, termination proceeding, or withdrawal would
result in liability on the part of any Loan Party (individually or collectively)
in excess of $1,000,000, or (d) the occurrence of any condition for the
imposition of a Lien in favor of the PBGC on the assets of the Company.
9.11 ENVIRONMENTAL LAWS. Each Loan Party shall (a) conduct its business
so as to comply with all applicable Environmental Laws and shall promptly take
corrective action to remedy any non-compliance with any Environmental Law, (b)
promptly investigate and remediate any known Release or threatened Release of
any Hazardous Substance on any property owned by any Loan Party or at any
facility operated by any Loan Party to the extent and degree necessary to comply
with Law and to assure that any Release or threatened Release does not result in
a substantial endangerment to human health or the environment, and (c) establish
and maintain a management system designed to ensure compliance with applicable
Environmental Laws and minimize financial and other risks to each Loan Party
arising under applicable Environmental Laws or as a result of
environmentally-related injuries to Persons or property.
9.12 DEBT AND GUARANTIES.
(a) No Company shall, directly or indirectly, create, incur,
or suffer to exist any direct, indirect, fixed, or contingent liability
for any Debt, OTHER THAN:
(i) The Obligation;
(ii) Debt incurred by Borrower under any Financial
Hedge with any Lender or any Affiliate of Lender;
(iii) Trade accounts payable which are for goods
furnished or services rendered in the ordinary course of
business and are payable in accordance with customary trade
terms that are not more than 90 days past due;
(iv) Debt between Companies; and
(v) Other Debt arising not to exceed $5,000,000 in
the aggregate on any date of determination.
(b) No Company shall guarantee or assume or agree to become
liable in any way, either directly or indirectly, for any Debt of
others, EXCEPT (i) endorsements of checks or drafts in the ordinary
course of business, and (ii) the obligations of the Companies under the
Guaranties.
9.13 LIENS. No Company will, directly or indirectly:
53
<PAGE>
(a) enter into or permit to exist any arrangement or agreement
which directly or indirectly prohibits any Company from creating or
incurring any Lien on any of its assets, OTHER THAN the Loan Papers, or
(b) create, incur, or suffer or permit to be created or
incurred or to exist any Lien upon any of its assets, EXCEPT:
(i) Liens securing the Obligation;
(ii) Pledges or deposits made to secure payment of
worker's compensation, or to participate in any fund in
connection with worker's compensation, unemployment insurance,
pensions, or other social security programs;
(iii) Good-faith pledges or deposits made to secure
performance of bids, tenders, insurance or other contracts
(OTHER THAN for the repayment of borrowed money), or leases,
or to secure statutory obligations, surety or appeal bonds, or
indemnity, performance, or other similar bonds as all such
Liens arise in the ordinary course of business of the
Companies;
(iv) Encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real property,
none of which impair in any material respect the use of such
property by the Person in question in the operation of its
business, and none of which is violated by existing or
proposed structures or land use;
(v) Liens of landlords or of mortgagees of landlords,
arising solely by operation of law, on fixtures and movable
property located on premises leased in the ordinary course of
business; and
(vi) The following, SO LONG AS the validity or amount
thereof is being contested in good faith and by appropriate
and lawful proceedings diligently conducted, reserve or other
appropriate provisions (if any) required by GAAP shall have
been made, levy and execution thereon have been stayed and
continue to be stayed, and they do not in the aggregate
materially detract from the value of the property of the
Person in question, or materially impair the use thereof in
the operation of its business: (A) claims and Liens for Taxes
(OTHER THAN Liens relating to Environmental Laws or ERISA);
(B) claims and Liens upon, and defects of title to, real or
personal property, including any attachment of personal or
real property or other legal process prior to adjudication of
a dispute of the merits; and (C) claims and Liens of
mechanics, materialmen, warehousemen, carriers, landlords, or
other like Liens.
9.14 TRANSACTIONS WITH AFFILIATES. EXCEPT as set forth on SCHEDULE
9.14, no Loan Party shall enter into any material transaction with any of its
Affiliates (excluding transactions among or between Loan Parties), OTHER THAN
(a) transactions in the ordinary course of business and upon fair and reasonable
terms not materially less favorable than such Loan Party could obtain or could
become entitled to in an arm's-length transaction with a Person that was not its
Affiliate, or (b) transactions between the Loan Parties on terms of the kind
customarily employed to allocate charges among members of a consolidated group
of entities, in each such case, that are fair and reasonable to the Loan
Parties, PROVIDED THAT, with respect to such transactions permitted in CLAUSE
(b), the aggregate consideration for such transactions for all Loan Parties does
not exceed $1,000,000 in any calendar year.
54
<PAGE>
9.15 COMPLIANCE WITH LAWS AND DOCUMENTS. No Loan Party shall violate
the provisions of any Laws applicable to it, including, without limitation, all
rules and regulations promulgated by the FCC or any applicable PUC, or any
material written or oral agreement, contract, commitment, or understanding to
which it is a party, if such violation alone, or when aggregated with all other
such violations, could be a Material Adverse Event; no Loan Party shall violate
the provisions of its charter, bylaws, or partnership agreement, or modify,
repeal, replace, or amend any provision of its charter, bylaws, or partnership
agreement, if such action could adversely affect the Rights of Lenders.
9.16 PERMITTED ACQUISITIONS, SUBSIDIARY GUARANTIES, AND COLLATERAL
DOCUMENTS. In connection with each Permitted Acquisition, Borrower shall
deliver, or cause to be delivered to, Administrative Agent each of the items
described on SCHEDULE 7.2, on or before the date specified on such Schedule for
each such item. Borrower shall cause each Subsidiary that becomes a Subsidiary
of any Company after the Closing Date (whether as a result of acquisition,
merger, creation, or otherwise), (a) to execute a Guaranty on the date such
entity becomes a Subsidiary of a Company and promptly deliver (but in no event
later than ten days following consummation of such creation, acquisition, or
merger) such Guaranty to Administrative Agent and (b) to execute and deliver to
Administrative Agent all required Collateral Documents creating Liens in favor
of Administrative Agent on all the assets of such Subsidiary.
9.17 ASSIGNMENT. No Loan Party shall assign or transfer any of its
Rights, duties, or obligations under any of the Loan Papers.
9.18 FISCAL YEAR AND ACCOUNTING METHODS. No Loan Party will change its
fiscal year for book accounting purposes or its method of accounting, OTHER THAN
(a) immaterial changes in methods or as required by GAAP, or (b) in connection
with a Permitted Acquisition, such changes to the newly-acquired entity so as to
conform its fiscal year and its method of accounting to those of the Companies.
9.19 GOVERNMENT REGULATIONS. No Loan Party will conduct its business in
such a way that it will become subject to regulation under the INVESTMENT
COMPANY ACT OF 1940, as amended, the PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
as amended, or any other Law (OTHER THAN REGULATIONS T, U, and X of the Board of
Governors of the Federal Reserve System and the requirements of any PUC or
public service commission) which regulates the incurrence of Debt.
9.20 LOANS, ADVANCES, AND INVESTMENTS. No Company shall make any loan,
advance, extension of credit, or capital contribution to, make any investment
in, or purchase or commit to purchase any stock or other securities or evidences
of Debt of, or interests in, any other Person, OTHER THAN:
(a) Cash Equivalents;
(b) Permitted Acquisitions;
(c) Trade accounts receivable which are for goods furnished or
services rendered in the ordinary course of business and are payable in
accordance with customary trade terms; and
(d) Loans, advances, extensions of credit, capital
contributions, and other investments between Loan Parties or to any
"RESTRICTED SUBSIDIARY" (as such term is defined in the Senior Notes)
of Parent; PROVIDED THAT, no such loans, advances, extensions of
credit, capital contributions, or investments to Parent or any such
Restricted Subsidiary of Parent (OTHER THAN the Companies) may be made
if a Potential Default or Default then exists or arises as a result of
any failure to make
55
<PAGE>
required payments (whether by its terms, by acceleration, or
otherwise) under, or any noncompliance with any financial covenant
in, any Loan Paper.
9.21 DISTRIBUTIONS. No Loan Party may directly or indirectly declare,
make, or pay any Distribution, OTHER THAN:
(a) Distributions declared, made, or paid by Parent or
any Borrower wholly in the form of its capital stock;
(b) Distributions to another Loan Party or to any "RESTRICTED
SUBSIDIARY" (as such term is defined in the Senior Notes) of Parent;
PROVIDED THAT, no such Distributions to Parent or any such Restricted
Subsidiary of Parent (OTHER THAN the Companies) may be made if a
Potential Default or Default then exists or arises as a result of any
failure to make required payments (whether by its terms, by
acceleration, or otherwise) under, or any noncompliance with any
financial covenant in, any Loan Paper; or
(c) The repurchase of non-voting stock or equity securities of
Parent upon the termination, death, disability, or retirement of any
employee of any Loan Party, SO LONG AS the amount paid by all Loan
Parties for such stock repurchases consummated on or after the Closing
Date shall not exceed $1,000,000 in the aggregate.
Notwithstanding the foregoing, Distributions are permitted hereunder only to the
extent such Distribution is made in accordance with applicable Law and
constitutes a valid, non-voidable transaction.
9.22 RESTRICTIONS ON SUBSIDIARIES. No Subsidiary of any Borrower or of
any Guarantor (OTHER THAN DCCLP) shall enter into or permit to exist any
material arrangement or agreement (OTHER THAN the Loan Papers and the Senior
Notes) which directly or indirectly prohibits any such Subsidiary from (a)
declaring, making, or paying, directly or indirectly, any Distribution to
Borrower or any other Company, (b) paying any Debt owed to Borrower or any other
Company, (c) making loans, advances, or investments to Borrower or any other
Company, or (d) transferring any of its property or assets to Borrower or any
other Company.
9.23 SALE OF ASSETS. No Company shall sell, assign, transfer, or
otherwise dispose of any of its assets, OTHER THAN (a) sales of inventory in the
ordinary course of business, (b) the sale, discount, or transfer of delinquent
accounts receivable in the ordinary course of business for purposes of
collection, (c) occasional sales of immaterial assets for consideration not less
than the fair market value thereof, (d) dispositions of obsolete assets, (e)
sale, leases, or other disposition among Companies to a Company; (f) if no
Default or Potential Default then exists or arises as a result thereof, sales of
assets other than those in CLAUSES (a) through (e) and CLAUSE (g) (PROVIDED
THAT, the fair market value of all assets sold pursuant to this CLAUSE (f) (i)
does not exceed $5,000,000 in the aggregate from the Closing Date to any date of
determination, and (ii) does not exceed $750,000 in any calendar year); and (g)
sales by Logix of the indefeasible right to use up to 12 strands of any 18
strands of Dark Fiber under commercially reasonable terms (PROVIDED THAT, (i)
the total sales price for all assets sold pursuant to this CLAUSE (g) does not
exceed $8,000,000 from the Closing Date to any date of determination, and (ii)
up to $500,000 in Capital Expenditures for "MAKE READY" costs in connection with
such sales shall not be considered in the calculation of Capital Expenditures
for determining compliance with SECTION 9.29(b)).
9.24 SALE-LEASEBACK FINANCINGS. No Company will enter into any
sale-leaseback arrangement with any Person pursuant to which such Company shall
lease any asset (whether now owned or hereafter acquired) if such asset has been
or is to be sold or transferred by any Company to any other Person.
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<PAGE>
9.25 MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Company
will, directly or indirectly, merge or consolidate with any other Person,
OTHER THAN (a) as a result of a Permitted Acquisition, (b) mergers or
consolidations involving any Borrower if such Borrower is the surviving
entity, (c) mergers among Wholly-owned Companies; PROVIDED THAT, with respect
to CLAUSE (a), (b), and (c), in any merger involving Logix (including a
Permitted Acquisition effected as a merger), Logix must be the surviving
entity, and in any merger involving any other Company OTHER THAN Logix
(including a Permitted Acquisition effected as a merger), a Company must be
the surviving entity. Neither Parent or Dobson Telephone will, directly or
indirectly, merge or consolidate with any other Person OTHER THAN Logix. No
Loan Party shall liquidate, wind up, or dissolve (or suffer any liquidation
or dissolution), OTHER THAN liquidations, wind ups, or dissolutions incident
to mergers permitted under this SECTION 9.25. No Loan Party may sell, assign,
lease, transfer, or otherwise dispose of the capital stock (or other
ownership interests) of any Subsidiary of such entity, EXCEPT for sales,
leases, transfers, or other such distributions to another Loan Party.
9.26 NEW BUSINESS. No Loan Party will, directly or indirectly,
permit or suffer to exist any material change in the type of businesses in
which it is engaged from the businesses of the Companies as conducted on the
Closing Date.
9.27 AFFILIATE SUBORDINATION AGREEMENTS. The Companies shall,
simultaneously with the creation of any and all future Debt of any Loan Party
to any one or more Affiliates, cause the appropriate Affiliate or Affiliates
to execute and deliver to Administrative Agent an agreement, substantially in
the form of EXHIBIT H, subordinating the payment of such Debt to the payment
of the Obligation.
9.28 AMENDMENTS TO DOCUMENTS. No Company shall (a) amend or permit
any amendments to any Company's Articles of Incorporation or Bylaws or any
Partnership Agreement as in effect on the date of this Agreement, if such
action could adversely affect the Rights of Lenders; (b) amend any existing
credit arrangement or enter into any new credit arrangement (to the extent
permitted by the Loan Papers), if such amended or new credit arrangements
contain any provisions which are materially more restrictive (as reasonably
determined by Administrative Agent) than the provisions of the Loan Papers;
or (c) amend or permit any amendments to (i) any lease agreement relating to
any switch sites or network operation facilities, (ii) the agreement entered
into on or about March 9, 1990, between AT&T Communications, Inc., and Dobson
Fiber Company, Inc., (iii) any agreements between ACE*COM Corporation and
Logix, if any such amendments to the agreements described in CLAUSES (i),
(ii), and (iii) could adversely affect any Rights of any Lender, any Liens of
any Lender on the Collateral, or any Rights to assign such agreements, or
(iv) the Capital Contribution Agreement, including but not limited to any
provisions concerning the subordinated loan evidenced thereby.
9.29 FINANCIAL COVENANTS.
(a) BENCHMARK BUDGET COVENANTS. At all times (calculated at
any date of determination [each a "COMPLIANCE DATE"] (i) for the
three-calendar month period most recently ended at any Compliance Date
occurring prior to December 31, 2000, and (ii) for the fiscal quarter
then most recently ended at any Compliance Date occurring on or after
December 31, 2000):
(i) MINIMUM CLEC REVENUES. The revenues of the CLEC Business
shall not be less than 80% (if the applicable Compliance Date is
prior to July 1, 2000) or 85% (if the applicable Compliance Date
is on or after July 1, 2000) of the revenues projected for such
period of determination in the Benchmark Budget for the CLEC
Business.
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<PAGE>
(ii) MAXIMUM OPERATING CASH FLOW LOSSES OF THE CLEC
BUSINESS. The Operating Cash Flow losses of the CLEC Business
shall not be greater than 120% (if the applicable Compliance
Date is prior to July 1, 2000) or 115% (if the applicable
Compliance Date is on or after July 1, 2000) of the losses (if
any) projected for such period of determination in the
Benchmark Budget for the CLEC Business.
(iii) MINIMUM OPERATING CASH FLOW OF THE CLEC BUSINESS. The
Operating Cash Flow of the CLEC Business shall not be less than
80% (if the applicable Compliance Date is prior to July 1,
2000) or 85% (if the applicable Compliance Date is on or after
July 1, 2000) of the Operating Cash Flow projected for such
period of determination in the Benchmark Budget for the CLEC
Business.
(iv) MINIMUM CLEC ACCESS LINES. The number of CLEC Access
Lines shall not be less than 80% (if the applicable Compliance
Date is prior to July 1, 2000) or 85% (if the applicable
Compliance Date is on or after July 1, 2000) of the number of
CLEC Access Lines projected for such period of determination in
the Benchmark Budget for the CLEC Business.
(v) MINIMUM DOBSON TELEPHONE OPERATING CASH FLOW. The
Operating Cash Flow of Dobson Telephone and its Subsidiaries
shall not be less than 90% of the Operating Cash Flow projected
for such period of determination in the Benchmark Budget for
Dobson Telephone.
(vi) MINIMUM FIBER BUSINESS OPERATING CASH FLOW. The
Operating Cash Flow of the Fiber Business shall not be less
than 90% of the Operating Cash Flow projected for such period
of determination in the Benchmark Budget for the Fiber Business.
(b) MAXIMUM CAPITAL EXPENDITURES. The aggregate Capital
Expenditures of Parent and its Subsidiaries for any period of
determination shall not exceed the amount shown in the table below
which corresponds to such period of determination:
<TABLE>
<CAPTION>
------------------------------------------------------------------
MAXIMUM CAPITAL
PERIOD EXPENDITURES
------------------------------------------------------------------
<S> <C>
Calendar year 1999 $50,100,000
------------------------------------------------------------------
First six months of calendar year 2000 $10,000,000
------------------------------------------------------------------
Calendar year 2000 $16,700,000
------------------------------------------------------------------
First six months of calendar year 2001 $ 7,000,000
------------------------------------------------------------------
Calendar year 2001 $11,100,000
------------------------------------------------------------------
First six months of calendar year 2002 $ 7,000,000
------------------------------------------------------------------
Calendar year 2002 $11,800,000
------------------------------------------------------------------
First six months of calendar year 2003 $ 7,000,000
------------------------------------------------------------------
Calendar year 2003 $11,500,000
------------------------------------------------------------------
</TABLE>
58
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------
MAXIMUM CAPITAL
PERIOD EXPENDITURES
------------------------------------------------------------------
<S> <C>
First six months of calendar year 2004 $ 7,000,000
------------------------------------------------------------------
Calendar year 2004 $11,800,000
------------------------------------------------------------------
First six months of calendar year 2005 $ 7,000,000
------------------------------------------------------------------
Calendar year 2005 $12,000,000
------------------------------------------------------------------
</TABLE>
(c) PHASE I LEVERAGE RATIO. From the Closing Date until (but not
including) the Phase II Commencement Date, the Phase I Leverage Ratio
shall not be greater than the ratio shown in the table below which
corresponds to the applicable period of determination:
<TABLE>
<CAPTION>
------------------------------------------------------------------
MAXIMUM PHASE I
PERIOD LEVERAGE RATIO
------------------------------------------------------------------
<S> <C>
Closing Date to and including 09/30/99 6.25:1.00
------------------------------------------------------------------
10/01/99 through and including 10/31/99 6.75:1.00
------------------------------------------------------------------
11/01/99 through and including 01/30/2000 7.25:1.00
------------------------------------------------------------------
01/31/2000 through and including 02/29/2000 4.75:1.00
------------------------------------------------------------------
03/01/2000 through and including 09/30/2000 5.25:1.00
------------------------------------------------------------------
10/01/2000 to (but not including) the Phase II 5.50:1.00
Commencement Date
------------------------------------------------------------------
</TABLE>
; PROVIDED THAT, notwithstanding the foregoing, if the Second Capital
Date has occurred, then the Phase I Leverage Ratio shall be 4.00 to
1.00 for any date of determination occurring on or after the Second
Capital Date, but prior to the Phase II Commencement Date.
(d) PHASE II LEVERAGE RATIO. The Phase II Leverage Ratio shall
not be greater than the ratio shown in the table below which
corresponds to the applicable period of determination:
<TABLE>
<CAPTION>
------------------------------------------------------------------
MAXIMUM PHASE II
PERIOD LEVERAGE RATIO
------------------------------------------------------------------
<S> <C>
On the Phase II Commencement Date to and 2.75:1.00
including 03/31/2002
------------------------------------------------------------------
04/01/2002 to and including 09/30/2002 2.50:1.00
------------------------------------------------------------------
10/01/2002 and thereafter 2.00:1.00
------------------------------------------------------------------
</TABLE>
(e) INTEREST COVERAGE RATIO. On and after June 30, 2002, the
Interest Coverage Ratio shall not be less than the ratio shown in the
table below which corresponds to the applicable period of
determination:
59
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------
MINIMUM INTEREST
PERIOD COVERAGE RATIO
------------------------------------------------------------------
<S> <C>
06/30/2002 to and including 12/31/2002 1.05 to 1.00
------------------------------------------------------------------
01/01/2003 to and including 06/30/2003 1.10 to 1.00
------------------------------------------------------------------
07/01/2003 to and including 12/31/2003 1.25 to 1.00
------------------------------------------------------------------
01/01/2004 and thereafter 1.50 to 1.00
------------------------------------------------------------------
</TABLE>
(f) DEBT SERVICE COVERAGE RATIO. On and after June 30, 2002, the
ratio of (i) the SUM (calculated for the most recently-ended fiscal
quarter) of the Operating Cash Flow of the Companies PLUS (without
duplication) the Operating Cash Flow of Dobson Telephone and its
Subsidiaries to (ii) the SUM of the Debt Service of the Companies PLUS
(without duplication) the Debt Service of Dobson Telephone and its
Subsidiaries, shall not be less than the ratio shown in the table below
which corresponds to the applicable period of determination.
<TABLE>
<CAPTION>
------------------------------------------------------------------
MINIMUM DEBT
PERIOD SERVICE COVERAGE
------------------------------------------------------------------
<S> <C>
06/30/2002 to and including 12/31/2002 1.00 to 1.00
------------------------------------------------------------------
01/01/2003 to and including 06/30/2003 1.05 to 1.00
------------------------------------------------------------------
07/01/2003 to and including 12/31/2003 1.15 to 1.00
------------------------------------------------------------------
01/01/2004 and thereafter 1.25 to 1.00
------------------------------------------------------------------
</TABLE>
(g) CONSOLIDATED LEVERAGE RATIO. On and after the date upon
which all of the Pledged Government Securities have been liquidated
and used to fund interest payments on the Senior Notes (the
"COMMENCEMENT DATE"), the Consolidated Leverage Ratio shall not be
greater than the ratio shown in the table below which corresponds to
the applicable period of determination:
<TABLE>
<CAPTION>
------------------------------------------------------------------
MAXIMUM CONSOLIDATED
PERIOD LEVERAGE RATIO
------------------------------------------------------------------
<S> <C>
Commencement Date to and including 14.50 to 1.00
06/30/2002
------------------------------------------------------------------
07/01/2002 to and including 12/31/2002 12.50 to 1.00
------------------------------------------------------------------
01/01/2003 to and including 06/30/2003 10.00 to 1.00
------------------------------------------------------------------
07/01/2003 to and including 12/31/2003 8.00 to 1.00
------------------------------------------------------------------
01/01/2004 to and including 06/30/2004 7.00 to 1.00
------------------------------------------------------------------
07/01/2004 and thereafter 4.50 to 1.00
------------------------------------------------------------------
</TABLE>
9.30 YEAR 2000. All of the material computer software, computer
firmware, computer hardware (whether general or special purpose), and other
similar or related items of automated, computerized, and/or
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software systems that are used or relied on by the Companies in the conduct
of their respective businesses will not materially malfunction, will not
cease to function, will not generate materially incorrect data, and will not
produce materially incorrect results when processing, providing, and/or
receiving (a) date-related data into and between the twentieth and
twenty-first centuries and (b) date-related data in connection with any valid
date in the twentieth and twenty-first centuries.
9.31 CASH BALANCES. The Logix Group shall at all times maintain not
less than $1,500,000 of Unrestricted Cash.
9.32 COVENANTS OF PARENT. So long as the Commitment has not been
terminated or the Obligation has not been paid in full, Parent further
covenants and agrees (and agrees to cause each Subsidiary of Parent, when
applicable) to perform, observe, and comply with each of the following
additional covenants:
(a) PARENT DEBT. Parent shall not borrow any money or create
any Debt, EXCEPT (i) the guaranty of the Obligation, (ii) Financial
Hedges which comply with the requirement of the Loan Papers, (iii) Debt
arising under the subordinated loan from DCCLP incurred in accordance
with the Capital Contribution Agreement, SO LONG AS concurrently with
the receipt of any proceeds from any advance made by DCCLP, Parent
shall make a Capital Contribution to Borrower in an amount equal to
such subordinated loan advance; and (iv) subject to the prior written
consent of Lenders, additional unsecured Debt in an amount and on terms
and conditions acceptable to Lenders, all of the Net Cash Proceeds of
which Debt shall be contributed to Logix as a Capital Contribution on
terms reasonably acceptable to Administrative Agent.
(b) FIXED RATE DEBT. Parent shall not (and shall cause each
Subsidiary of Parent to not) permit to exist or incur any Debt if,
after giving effect to such Debt Issuance, at any date of determination
less than 75% of the Debt of Parent and its Subsidiaries on a
consolidated basis is fixed, capped, or hedged; PROVIDED THAT, to the
extent any Financial Hedge is entered into, purchased, or acquired by
any Loan Party to satisfy the requirements of the foregoing sentence,
then (i) the protected rate shall be no greater than 2.0% above the
prevailing three-month Eurodollar Rate and (ii) the minimum duration of
such Financial Hedge shall be two years.
(c) SUBSIDIARY DEBT. Parent shall not permit any Subsidiary
(OTHER THAN the Companies) to directly or indirectly, create, incur, or
suffer to exist any direct, indirect, fixed, or contingent liability
for any Debt, OTHER THAN (i) trade accounts payable which are for goods
furnished or services rendered in the ordinary course of business and
are payable in accordance with customary trade terms that are not more
than 90 days past due, (ii) Debt with Loan Parties, and (iii) solely
with respect to Dobson Telephone and its Subsidiaries, up to
$37,500,000 in RUS/RTB Debt.
(d) RUS/RTB DEBT. Upon the occurrence and continuance of a
payment Default or ten days after the occurrence and continuance of
any other Default, and at the request of Required Lenders, Parent
shall (and shall cause Dobson Telephone) to cooperate with
Administrative Agent and Lenders to cause (i) the RUS/RTB Debt to be
repaid in full and the commitment thereunder terminated and (ii)
Dobson Telephone to become an Additional Borrower under and in
accordance with the Loan Papers, pledging all its assets to secure
the Obligation and satisfying each of the conditions in SECTION 7.4,
unless waived by Required Lenders. Nothing in this SECTION 9.32(d)
shall obligate the Lenders to make loans to Dobson Telephone or to
repay the RUS/RTB Debt.
(e) LIENS. Parent shall not (and shall cause each Subsidiary
of Parent not to) create, incur, or suffer or permit to be created or
incurred or to exist any Lien upon any of its assets EXCEPT
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in favor of Administrative Agent (for the ratable benefit of
Lenders) as security for the Obligation, OTHER THAN (i) Liens for
taxes, assessments, or other governmental charges, federal, state,
or local, which are then being currently contested in good faith by
appropriate proceedings and are covered by appropriate reserves
maintained in cash or Cash Equivalents and in accordance with GAAP;
(ii) Liens of mechanics, carriers, warehousemen, or materialmen
required in the ordinary course of business and not yet due and
payable; (iii) pledges or deposits to secure obligations under
workmen's compensation, unemployment insurance, or social security
laws or similar legislation; (iv) deposits to secure performance or
payment bonds, bids, tenders, contracts, leases, franchises, or
public and statutory obligations required in the ordinary course of
business; (v) deposits to secure surety, appeal, or custom bonds
required in the ordinary course of business; (vi) Liens granted by
Dobson Telephone securing the RUS/RTB Debt; and (vii) Liens on the
Pledged Government Securities securing interest payments on the
Senior Notes.
(f) LOANS, ADVANCES, AND INVESTMENTS. Parent shall not make
any loan, advance, extension of credit, or capital contribution to,
make any investment in, or purchase or commit to purchase any stock
or other securities or evidences of Debt of, or interests in, any
other Person, OTHER THAN Capital Contributions to Logix.
(g) EQUITY ISSUANCE. Concurrently with any Equity Issuance by
Parent, Parent shall make a Capital Contribution to Borrower on terms
acceptable to Administrative Agent, in an amount equal to 100% of the
Net Cash Proceeds realized from Parent's Equity Issuance.
(h) SALE OF ASSETS BY DOBSON TELEPHONE. Parent shall not permit
Dobson Telephone to sell, assign, transfer, or otherwise dispose of
any of its assets, OTHER THAN (a) sales of inventory in the ordinary
course of business, (b) the sale, discount, or transfer of
delinquent accounts receivable in the ordinary course of business
for purposes of collection, (c) occasional sales of immaterial
assets for consideration not less than the fair market value
thereof, (d) dispositions of obsolete assets, (e) sale, leases, or
other dispositions to a Company; or (f) if no Default or Potential
Default then exists or arises as a result thereof, sales of other
assets in the ordinary course of business; SO LONG AS, the net
proceeds of assets sold pursuant to CLAUSE (f) are reinvested in
Telecommunications Assets of Dobson Telephone within six months from
the date of consummation of such sale.
(i) SENIOR NOTES. Parent shall not (a) amend or modify any
provision of, or waive any condition under, any document or instrument
evidencing or relating to the Senior Notes or the Indenture pursuant to
which the Senior Notes were issued; (b) make any optional redemptions,
prepayments, or other payments on the Senior Notes, OTHER THAN (i)
regularly scheduled interest payments on the Senior Notes after June
15, 2001; (c) use proceeds of any Distribution, loan, advance, or
investment from any Company for any purpose, OTHER THAN (i) to make
regularly-scheduled interest payments on the Senior Notes on and after
the date upon which all Pledged Government Securities have been
liquidated and used to fund interest payments on the Senior Notes and
(ii) if the Second Capital Date has occurred and no Default or
Potential Default then exists or arises, to repay the principal and
interest on the subordinated loan made by DCCLP to Parent pursuant to
the Capital Contribution Agreement; (d) use the Pledged Government
Securities for any purpose OTHER THAN to make contributions to the
equity of Borrower or to make interest payments on the Senior Notes as
and when due; or (e) use the proceeds of the Senior Notes for any
purpose, OTHER THAN Capital Contributions to Logix, the purchase of the
Pledged Government Securities, or the payment of fees and expenses
incurred in connection with the issuance of the Senior Notes.
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(j) CAPITAL CONTRIBUTIONS TO BORROWER. Parent shall make
Capital Contributions to Borrower on such dates and in such amounts
as are required by the Capital Contribution Agreement and shall
comply with each of the terms and covenants binding upon Parent
contained in the Capital Contribution Agreement.
SECTION 10 DEFAULT. The term "DEFAULT" means the occurrence of any one or
more of the following events:
10.1 PAYMENT OF OBLIGATION. The failure or refusal of any Loan Party
(or, if prior to the Second Capital Date, DCCLP) to pay (a) the Obligation when
the same becomes due (whether by its terms, by acceleration, or as otherwise
provided in the Loan Papers); and (b) the indemnifications and reimbursement
obligations provided for in the Loan Papers after demand therefor.
10.2 COVENANTS. The failure or refusal of Borrower (and, if applicable,
any other Loan Party or, if prior to the Second Capital Date, DCCLP), to
punctually and properly perform, observe, and comply with:
(a) Any covenant, agreement, or condition contained in SECTIONS
9.1, 9.3, 9.6, 9.12, 9.13, 9.14, 9.16, 9.17, 9.20 through 9.25, 9.28,
9.29, 9.31, and 9.32; and
(b) Any other covenant, agreement, or condition contained in any
Loan Paper (OTHER THAN the covenants to pay the Obligation and the
indemnification and reimbursement obligations set forth in SECTION 10.1
and the covenants in SECTION 10.2(a)), and such failure or refusal
continues for 20 days.
10.3 DEBTOR RELIEF. Any Loan Party or its Subsidiaries, Communications
(or, if prior to the Second Capital Date, DCCLP) (a) shall not be Solvent, (b)
fails to pay its Debts generally as they become due, (c) voluntarily seeks,
consents to, or acquiesces in the benefit of any Debtor Relief Law, OTHER THAN
as a creditor or claimant, or (d) becomes a party to or is made the subject of
any proceeding provided for by any Debtor Relief Law, OTHER THAN as a creditor
or claimant, that could suspend or otherwise adversely affect the Rights of
Administrative Agent or any Lender granted in the Loan Papers (UNLESS, in the
event such proceeding is involuntary, the petition instituting same is dismissed
within 30 days after its filing).
10.4 JUDGMENTS AND ATTACHMENTS. Any Loan Party (or, if prior to the
Second Capital Date, DCCLP) fails, within 60 days after entry, to pay, bond, or
otherwise discharge any judgment or order for the payment of money in excess of
$1,000,000 (individually or collectively) or any warrant of attachment,
sequestration, or similar proceeding against any Loan Party's assets having a
value (individually or collectively) of $1,000,000 which is not stayed on
appeal.
10.5 GOVERNMENT ACTION. (a) A final non-appealable order is issued by
any Governmental Authority, including, but not limited to, the FCC or the United
States Justice Department, seeking to cause any Loan Party (or, if prior to the
Second Capital Date, DCCLP) to divest a significant portion of its assets
pursuant to any antitrust, restraint of trade, unfair competition, industry
regulation, or similar Laws, or (b) any Governmental Authority shall condemn,
seize, or otherwise appropriate, or take custody or control of all or any
substantial portion of the assets of any Loan Party (or, if prior to the Second
Capital Date, DCCLP).
10.6 MISREPRESENTATION. Any representation or warranty made by any Loan
Party (or, if prior to the Second Capital Date, DCCLP) contained in any Loan
Paper shall at any time prove to have been incorrect in any material respect
when made.
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<PAGE>
10.7 CHANGE OF CONTROL. If (a) prior to the occurrence of a Public
Market, Everett Dobson and Dobson CC Limited Partnership cease to maintain at
least 70% of the voting control (directly or indirectly) of Parent and its
Subsidiaries; and (b) after the occurrence of a Public Market, a "PERSON" or
"GROUP" (within the meaning of SECTION 13(d) of 14(d)(2) of the 1934 Act),
OTHER THAN Everett Dobson or Dobson CC Limited Partnership becomes the
beneficial owner of 35% or more of the Voting Stock of Parent on a fully
diluted basis; (c) Parent ceases to own 100% of the voting control of Logix
or Dobson Telephone; or (d) any Borrower ceases to own 100% of its
Subsidiaries as determined on the Closing Date (or if thereafter acquired, on
the date of the Acquisition thereof). As used herein, "PUBLIC MARKET" shall
be deemed to exist if (i) an underwritten primary public offering of voting
or non-voting common stock or other equivalent equity interest of Parent
(OTHER THAN preferred stock) ("COMMON STOCK") pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"SECURITIES ACT") has been consummated and (ii) at least 15% of the total
issued and outstanding Common Stock of Parent has been distributed by means
of an effective registration statement under the Securities Act or sales
pursuant to Rule 144 under the Securities Act.
10.8 AUTHORIZATIONS. (a) Any Authorization necessary for the
ownership or operations of any Loan Party shall expire, and on or prior to
such expiration, the same shall not have been renewed or replaced by another
Authorization authorizing substantially the same operations by such Loan
Party; or (b) any Authorization necessary for the ownership or operations of
any Loan Party shall be canceled, revoked, terminated, rescinded, annulled,
suspended, or modified in a materially adverse respect, or shall no longer be
in full force and effect, or the grant or the effectiveness thereof shall
have been stayed, vacated, reversed, or set aside, (c) Borrower or any other
Loan Party is required by any Governmental Authority to halt construction or
operations under any Authorization and such action shall continue uncorrected
for 30 days after the applicable entity has received notice thereof; (d) if
any Governmental Authority shall make any other final non-appealable
determination the effect of which would be to affect materially and adversely
the operations of any other Loan Party as now conducted; or (e) if any
Governmental Authority shall refuse to grant any necessary Authorization or
approval to the change of control effected as a result of the merger of
American Telco, Inc., and American Telco Network Services, Inc., with and
unto Logix.
10.9 DEFAULT UNDER OTHER DEBT AND AGREEMENTS. (a) Any Loan Party
fails to pay when due (after lapse of any applicable grace periods) any Debt
of such Loan Party (OTHER THAN the Obligation) in excess (individually or
collectively) of $1,000,000; or (b) any uncured default exists under any
material written or oral agreement, contract, commitment, or understanding to
which any Loan Party (or, if prior to the Second Capital Date, DCCLP) is a
party, including, without limitation, any Material Agreement.
10.10 EMPLOYEE BENEFIT PLANS. (a) A "REPORTABLE EVENT" or
"REPORTABLE EVENTS," or a failure to make a required installment or other
payment (within the meaning of SECTION 412(n)(1) of the Code), shall have
occurred with respect to any Employee Plan or Plans that is expected to
result in liability of any Loan Party to the PBGC or to a Plan in an
aggregate amount exceeding $1,000,000 and, within 30 days after the reporting
of any such Reportable Event to Administrative Agent or after the receipt by
Administrative Agent of a statement required pursuant to SECTION 9.3(f),
Administrative Agent shall have notified any Loan Party in writing that (i)
Required Lenders have made a reasonable determination that, on the basis of
such Reportable Event or Reportable Events or the failure to make a required
payment, there are grounds under TITLE IV of ERISA for the termination of
such Employee Plan or Plans by the PBGC, or the appointment by the
appropriate United States district court of a trustee to administer such
Employee Plan or Plans or the imposition of a lien pursuant to SECTION 412(n)
of the Code in favor of an Employee Plan and (ii) as a result thereof a
Default exists hereunder; or (b) any Loan Party or any ERISA Affiliate has
provided to any affected party a 60-day notice of intent to terminate an
Employee Plan pursuant to a distress termination in accordance with SECTION
4041(c) of ERISA if the liability expected to be incurred as a result of such
termination will
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<PAGE>
exceed $1,000,000; or (c) a trustee shall be appointed by a United States
district court to administer any such Employee Plan; or (d) the PBGC shall
institute proceedings (including giving notice of intent thereof) to
terminate any such Employee Plan; or (e)(i) any Loan Party or any ERISA
Affiliate shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability (within the meaning of SECTION 4201
of ERISA) to such Multiemployer Plan, (ii) any Loan Party or such ERISA
Affiliate does not have reasonable grounds for contesting such withdrawal
liability or is not contesting such withdrawal liability in a timely and
appropriate manner and (iii) the amount of such withdrawal liability
specified in such notice, when aggregated with all other amounts required to
be paid to Multiemployer Plans in connection with withdrawal liabilities
(determined as of the date or dates of such notification), exceeds
$1,000,000; or (f) any Loan Party or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan
is in reorganization or is being terminated, within the meaning of TITLE IV
of ERISA, if solely as a result of such reorganization or termination the
aggregate annual contributions of any Loan Party and its ERISA Affiliates to
all Multiemployer Plans that are then in reorganization or have been or are
being terminated have been or will be increased over the amounts required to
be contributed to such Multiemployer Plans for their most recently completed
plan years by an amount exceeding $1,000,000.
10.11 LCS. Administrative Agent shall have been served with, or
becomes otherwise subject to, a court order, injunction, or other process or
decree restraining or seeking to restrain it from paying any amount under any
LC and either (a) there has been a drawing under such LC which Administrative
Agent would otherwise be obligated to pay and Borrower has refused to
reimburse Administrative Agent for such payment or (b) the expiration date of
such LC has occurred but the right of any beneficiary thereunder to draw
under such LC has been extended past the expiration date in connection with
the pendency of the related court action or proceeding AND Borrower has
failed to deposit with Administrative Agent cash collateral in an amount
equal to the maximum drawing which could be made under such LC.
10.12 VALIDITY AND ENFORCEABILITY OF LOAN PAPERS. Any Loan Paper
shall, at any time after its execution and delivery and for any reason, cease
to be in full force and effect in any material respect or be declared to be
null and void (OTHER THAN in accordance with the terms hereof or thereof) or
the validity or enforceability thereof be contested by any Loan Party (or, if
prior to the Second Capital Date, DCCLP) or any other party thereto or any
Loan Party (or, if prior to the Second Capital Date, DCCLP) shall deny in
writing that it has any or any further liability or obligations under any
Loan Paper to which it is a party.
10.13 MATERIAL ADVERSE EFFECT. If any event or condition shall exist
which could reasonably be expected to be a Material Adverse Event with
respect to the business, operations, properties, or financial positions of
any Loan Party, Communications, or any of their respective Subsidiaries (or,
if prior to the Second Capital Date, DCCLP).
10.14 ENVIRONMENTAL LIABILITY. If any event or condition shall occur
or exist with respect to any activity or substance regulated under the
Environmental Law and as a result of such event or condition, any Loan Party
shall have incurred or in the opinion of Agents be reasonably likely to incur
a liability in excess of $1,000,000 liability during any consecutive 12 month
period.
10.15 PLEDGED STOCK. If (a) the Administrative Agent ceases to hold
(for the benefit of Lenders) a perfected, first priority Lien on 100% of the
issued and outstanding shares of common stock of the Companies and the direct
Subsidiaries of Parent, as Collateral; or (b) any Collateral Document after
delivery thereof pursuant to SECTION 6 shall for any reason (other than
pursuant to the terms hereof) cease to create a valid and perfected first
priority Lien on and security interest in the Collateral purported to be
covered thereby, EXCEPT as permitted under the Loan Papers.
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10.16 DISSOLUTION. Any Loan Party or any of their respective
Subsidiaries (or, if prior to the Second Capital Date, DCCLP) shall dissolve,
liquidate, or otherwise terminate their existence.
10.17 PAYMENT OF CERTAIN OTHER AGREEMENTS. The payment directly or
indirectly (including, without limitation, any payment in respect of any sinking
fund, defeasance, redemption, or payment of any dividend or distribution) by any
Loan Party of the Senior Notes or any other Debt issued by Parent in a manner or
at a time during which such payment is not permitted under the terms of the Loan
Papers.
10.18 DEFAULT OR ACCELERATION UNDER CERTAIN OTHER AGREEMENTS. (i) The
occurrence of any "DEFAULT" or "EVENT OF DEFAULT" or other breach which remains
uncured on any date of determination under or with respect to any agreement
creating or evidencing any Senior Notes or any other Debt issued by Parent; (ii)
the trustee with respect to, or any holder of, any Senior Notes or any other
Debt issued by Parent shall effectively declare all or any portion of that Debt
or obligation thereunder due and payable prior to the stated maturity thereof;
or (iii) the Debt or obligations under the Senior Notes or any other Debt issued
by Parent becomes due before its stated maturity by acceleration of the maturity
thereof.
10.19 REDEMPTION OF CERTAIN OTHER DEBT OR OBLIGATION. The occurrence of
an event, including, without limitation, a "CHANGE IN CONTROL" as defined in any
documents evidencing or creating the Senior Notes or any other Debt issued by
Parent, and the trustee or the holders of any such Debt or obligation shall
initiate notice to request or require (or any Company shall automatically be so
required) to redeem or repurchase such Debt or obligation.
10.20 CERTAIN DELIVERIES. Borrower fails to deliver to Administrative
Agent any of the following items on or before January 2, 2000;
(a) Evidence of the conveyance of the fiber optic cable and
related rights of way and underlying easements from AT&T to Logix (
including, without limitation, a deed (in recordable form) conveying to
Logix a 50% interest in such easements along the fiber route located
from Amarillo, Texas, to Oklahoma City, Oklahoma);
(b) Evidence of the conveyance (in recordable form) by AT&T to
Logix of the easements for the repeater stations associated with the
fiber route located from Amarillo, Texas to Oklahoma City, Oklahoma;
and
(c) Collateral Documents executed in recordable form creating
first priority Liens on rights, titles, and interests of Logix in and
to the fiber optic cable, fiber route easements, and repeater station
easements conveyed by AT&T as required in CLAUSE (a) and (b) preceding.
10.21 NEW CAPITAL. The First Capital Date shall not have occurred on or
prior to the Contribution Compliance Date.
SECTION 11 RIGHTS AND REMEDIES.
11.1 REMEDIES UPON DEFAULT.
(a) If a Default exists under SECTIONS 10.3(c) or 10.3(d), the
commitment to extend credit hereunder shall automatically terminate and
the entire unpaid balance of the Obligation shall automatically become
due and payable without any action or notice of any kind whatsoever and
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Borrower shall be required to provide cash collateral in an amount
equal to 110% of the LC Exposure then existing in accordance with
SECTION 2.2(h).
(b) If any Default exists, Administrative Agent shall, upon
the request of Required Lenders (subject to the terms of SECTION 12) or
Required Lenders may, do any one or more of the following: (i) if the
maturity of the Obligation has not already been accelerated under
Section 11.1(a), declare the entire unpaid balance of the Obligation,
or any part thereof, immediately due and payable, whereupon it shall be
due and payable; (ii) terminate the commitments of Lenders to extend
credit hereunder; (iii) reduce any claim to judgment; (iv) to the
extent permitted by Law, exercise (or request each Lender to, and each
Lender shall be entitled to, exercise) the Rights of offset or banker's
Lien against the interest of each Loan Party (and, if prior to the
Second Capital Date, DCCLP) in and to every account and other property
of such Loan Party (and, if prior to the Second Capital Date, DCCLP)
which are in the possession of Administrative Agent or any Lender to
the extent of the full amount of the Obligation (to the extent
permitted by Law, each Loan Party and DCCLP being deemed directly
obligated to each Lender in the full amount of the Obligation for such
purposes); (v) if the maturity of the Obligation has not already been
accelerated under SECTION 11.1(a), demand Borrower to provide cash
collateral in an amount equal to 110% of the LC Exposure then existing
in accordance with SECTION 2.2(h); and (vi) exercise any and all other
legal or equitable Rights afforded by the Loan Papers, the Laws of the
State of New York, or any other applicable jurisdiction as
Administrative Agent shall deem appropriate, or otherwise, including,
but not limited to, the Right to bring suit or other proceedings before
any Governmental Authority either for specific performance of any
covenant or condition contained in any of the Loan Papers or in aid of
the exercise of any Right granted to Administrative Agent or any Lender
in any of the Loan Papers.
11.2 COMPANY WAIVERS. To the extent permitted by Law, the Loan Parties
and DCCLP hereby waive presentment and demand for payment, protest, notice of
intention to accelerate, notice of acceleration, and notice of protest and
nonpayment, and agree that their respective liability with respect to the
Obligation (or any part thereof) shall not be affected by any renewal or
extension in the time of payment of the Obligation (or any part thereof), by any
indulgence, or by any release or change in any security for the payment of the
Obligation (or any part thereof).
11.3 PERFORMANCE BY ADMINISTRATIVE AGENT. If any covenant, duty, or
agreement of any Loan Party or DCCLP is not performed in accordance with the
terms of the Loan Papers, after the occurrence and during the continuance of a
Default, Administrative Agent may, at its option (but subject to the approval of
Required Lenders), perform or attempt to perform such covenant, duty, or
agreement on behalf of such Loan Party or DCCLP. In such event, any amount
expended by Administrative Agent in such performance or attempted performance
shall be payable by the Loan Parties or DCCLP, jointly and severally, to
Administrative Agent on demand, shall become part of the Obligation, and shall
bear interest at the Default Rate from the date of such expenditure by
Administrative Agent until paid. Notwithstanding the foregoing, it is expressly
understood that Administrative Agent does not assume, and shall never have,
EXCEPT by its express written consent, any liability or responsibility for the
performance of any covenant, duty, or agreement of any Loan Party or DCCLP.
11.4 DELEGATION OF DUTIES AND RIGHTS. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Papers by or through their
respective Representatives.
11.5 NOT IN CONTROL. Nothing in any Loan Paper shall, or shall be
deemed to (a) give any Agent or any Lender the Right to exercise control over
the assets (including real property), affairs, or management
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of any Loan Party or DCCLP prior to exercising Rights under the Collateral
Documents, (b) preclude or interfere with compliance by any Loan Party or
DCCLP with any Law, or (c) require any act or omission by any Loan Party or
DCCLP that may be harmful to Persons or property. Any "MATERIAL ADVERSE
EVENT" or other materiality qualifier in any representation, warranty,
covenant, or other provision of any Loan Paper is included for credit
documentation purposes only and shall not, and shall not be deemed to, mean
that any Agent or any Lender acquiesces in any non-compliance by any Loan
Party or DCCLP with any Law or document, or that any Agent or any Lender does
not expect the Loan Parties and DCCLP to promptly, diligently, and
continuously carry out all appropriate removal, remediation, and termination
activities required or appropriate in accordance with all Environmental Laws.
Agents and Lenders have no fiduciary relationship with or fiduciary duty to
any Loan Party or DCCLP arising out of or in connection with the Loan Papers,
and the relationship between Agents and Lenders, on the one hand, and the
Loan Parties and DCCLP, on the other hand, in connection with the Loan Papers
is solely that of debtor and creditor. The power of the Agents and Lenders
under the Loan Papers is limited to the Rights provided in the Loan Papers,
which Rights exist solely to assure payment and performance of the Obligation
and may be exercised in a manner calculated by the Agents and Lenders in
their respective good faith business judgment.
11.6 COURSE OF DEALING. The acceptance by Administrative Agent or
Lenders at any time and from time to time of partial payment on the Obligation
shall not be deemed to be a waiver of any Default then existing. No waiver by
Administrative Agent, Required Lenders, or Lenders of any Default shall be
deemed to be a waiver of any other then-existing or subsequent Default. No delay
or omission by Administrative Agent, Required Lenders, or Lenders in exercising
any Right under the Loan Papers shall impair such Right or be construed as a
waiver thereof or any acquiescence therein, nor shall any single or partial
exercise of any such Right preclude other or further exercise thereof, or the
exercise of any other Right under the Loan Papers or otherwise.
11.7 CUMULATIVE RIGHTS. All Rights available to Administrative Agent
and Lenders under the Loan Papers are cumulative of and in addition to all other
Rights granted to Administrative Agent and Lenders at law or in equity, whether
or not the Obligation is due and payable and whether or not Administrative Agent
or Lenders have instituted any suit for collection, foreclosure, or other action
in connection with the Loan Papers.
11.8 APPLICATION OF PROCEEDS. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation in the order and manner set
forth in SECTION 3.12.
11.9 CERTAIN PROCEEDINGS. Each Loan Party and DCCLP will promptly
execute and deliver, or cause the execution and delivery of, all applications,
certificates, instruments, registration statements, and all other documents and
papers Administrative Agent or Lenders may reasonably request in connection with
the obtaining of any consent, approval, registration, qualification, permit,
license, or Authorization of any Governmental Authority or other Person
necessary or appropriate for the effective exercise of any Rights under the Loan
Papers. Because the Loan Parties and DCCLP agree that Administrative Agent's and
Lenders' remedies at Law for failure of the Companies to comply with the
provisions of this Section would be inadequate and that such failure would not
be adequately compensable in damages, the Companies agree that the covenants of
this Section may be specifically enforced.
11.10 LIMITATION OF RIGHTS. Notwithstanding any other provision of this
Agreement or any other Loan Paper, any action taken or proposed to be taken by
Administrative Agent, any Agent, or any Lender under any Loan Paper which would
affect the operational, voting, or other control of any Loan Party or DCCLP,
shall be pursuant to SECTION 310(d) of the COMMUNICATIONS ACT OF 1934 (as
amended), any applicable
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state Law, and the applicable rules and regulations thereunder and, if and to
the extent required thereby, subject to the prior consent of the FCC or any
applicable PUC.
11.11 EXPENDITURES BY LENDERS. Each Borrower, jointly and severally,
agrees to pay promptly within 30 Business Days after request therefor (a) all
reasonable costs, fees, and expenses paid or incurred by Administrative Agent
and Arranger, incident to any Loan Paper (including, but not limited to, the
reasonable fees and expenses of counsel to Administrative Agent and Arranger and
the allocated cost of internal counsel in connection with the negotiation,
preparation, delivery, execution, coordination, and administration of the Loan
Papers and any related amendment, waiver, or consent) and (b) all reasonable
costs and expenses of Lenders and Administrative Agent incurred by
Administrative Agent or any Lender in connection with the enforcement of the
obligations of any Company arising under the Loan Papers (including, without
limitation, costs and expenses incurred in connection with any workout or
bankruptcy) or the exercise of any Rights arising under the Loan Papers
(including, but not limited to, reasonable attorneys' fees including allocated
cost of internal counsel, court costs, and other costs of collection), all of
which shall be a part of the Obligation and shall bear interest at the Default
Rate from the date due until the date repaid.
11.12 INDEMNIFICATION. BORROWER AND EACH OTHER LOAN PARTY AND DCCLP (BY
EXECUTION OF GUARANTIES), JOINTLY AND SEVERALLY, AGREE TO INDEMNIFY AND HOLD
HARMLESS EACH AGENT, ARRANGER, AND EACH LENDER AND EACH OF THEIR RESPECTIVE
AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND
ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR
ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF
OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN
CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF
DEFENSE IN CONNECTION THEREWITH) THE LOAN PAPERS, ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE
BORROWINGS (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE
INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY,
COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION,
OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 11.12 APPLIES, SUCH
INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION, OR
PROCEEDING IS BROUGHT BY ANY LOAN PARTY OR DCCLP, OR THEIR RESPECTIVE DIRECTORS,
SHAREHOLDERS, OR CREDITORS, OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON, OR ANY
INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. BORROWER AND EACH OTHER LOAN
PARTY AND DCCLP (BY EXECUTION OF A GUARANTY) AGREE NOT TO ASSERT ANY CLAIM
AGAINST ANY INDEMNIFIED PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE
LOAN PAPERS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS. NO INDEMNIFIED PARTY MAY SEEK
INDEMNIFICATION HEREUNDER FROM A LOAN PARTY OR DCCLP FOR LIABILITIES OR EXPENSES
OWED TO SUCH LOAN PARTY OR DCCLP (AS THE CASE MAY BE), TO THE EXTENT SUCH
LIABILITIES OR EXPENSES ARISE OUT OF SUCH INDEMNIFIED PARTY'S BREACH UNDER THE
LOAN PAPERS AS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT
OF ANY LOAN PARTY OR DCCLP HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE LOAN
PARTIES AND DCCLP CONTAINED IN THIS SECTION 11.12 SHALL SURVIVE THE PAYMENT IN
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FULL OF THE BORROWINGS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT AND
THE OTHER LOAN PAPERS.
SECTION 12 AGREEMENT AMONG LENDERS.
12.1 ADMINISTRATIVE AGENT.
(a) Each Lender hereby appoints Bank of America, N.A. (and
Bank of America, N.A. hereby accepts such appointment) as its nominee
and agent, in its name and on its behalf: (i) to act as nominee for and
on behalf of such Lender in and under all Loan Papers; (ii) to arrange
the means whereby the funds of Lenders are to be made available to any
Borrower under the Loan Papers; (iii) to take such action as may be
requested by any Lender under the Loan Papers (when such Lender is
entitled to make such request under the Loan Papers and after such
requesting Lender has obtained the concurrence of such other Lenders as
may be required under the Loan Papers); (iv) to receive all documents
and items to be furnished to Lenders under the Loan Papers; (v) to
timely distribute, and Administrative Agent agrees to so distribute, to
each Lender all material information, requests, documents, and items
received from any Loan Party or DCCLP under the Loan Papers; (vi) to
promptly distribute to each Lender its ratable part of each payment or
prepayment (whether voluntary, as proceeds of collateral upon or after
foreclosure, as proceeds of insurance thereon, or otherwise) in
accordance with the terms of the Loan Papers; (vii) to deliver to the
appropriate Persons requests, demands, approvals, and consents received
from Lenders; and (viii) to execute, on behalf of Lenders, such
releases or other documents or instruments as are permitted by the Loan
Papers or as directed by Lenders from time to time; PROVIDED, HOWEVER,
Administrative Agent shall not be required to take any action which
exposes Administrative Agent to personal liability or which is contrary
to the Loan Papers or applicable Law.
(b) Administrative Agent may resign at any time as
Administrative Agent under the Loan Papers by giving written notice
thereof to Lenders and may be removed as Administrative Agent under the
Loan Papers at any time with cause by Required Lenders. Should the
initial or any successor Administrative Agent ever cease to be a party
hereto or should the initial or any successor Administrative Agent ever
resign or be removed as Administrative Agent, then Required Lenders
shall elect the successor Administrative Agent from among the Lenders
(OTHER THAN the resigning Administrative Agent). If no successor
Administrative Agent shall have been so appointed by Required Lenders,
within 30 days after the retiring Administrative Agent's giving of
notice of resignation or Required Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on
behalf of Lenders, appoint a successor Administrative Agent, which
shall be a commercial bank having a combined capital and surplus of at
least $1,000,000,000. Upon the acceptance of any appointment as
Administrative Agent under the Loan Papers by a successor
Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the Rights of the
retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations of Administrative
Agent under the Loan Papers (PROVIDED, HOWEVER, THAT when used in
connection with LCs issued and outstanding prior to the appointment of
the successor Administrative Agent, "ADMINISTRATIVE AGENT" shall
continue to refer solely to the bank that issued the outstanding LC;
PROVIDED FURTHER THAT any LCs issued or renewed after the appointment
of any successor Administrative Agent shall be issued by such successor
Administrative Agent), and each Lender shall execute such documents as
any Lender may reasonably request to reflect such change in and under
the Loan Papers. After any retiring Administrative Agent's resignation
or removal as Administrative Agent under the Loan Papers, the
provisions of
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this SECTION 12 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent
under the Loan Papers.
(c) Administrative Agent, in its capacity as a Lender, shall
have the same Rights under the Loan Papers as any other Lender and may
exercise the same as though it were not acting as Administrative Agent;
the term "LENDER" shall, UNLESS the context otherwise indicates,
include Administrative Agent; and any resignation, or removal of
Administrative Agent hereunder shall not impair or otherwise affect any
Rights which it has or may have in its capacity as an individual
Lender. Each Lender, Loan Party, and DCCLP agree that Administrative
Agent is not a fiduciary for Lenders or for DCCLP or any Loan Party but
simply is acting in the capacity described herein to alleviate
administrative burdens for the Loan Parties, DCCLP, and Lenders, that
Administrative Agent has no duties or responsibilities to Lenders, the
Loan Parties, or DCCLP EXCEPT those expressly set forth herein, and
that Administrative Agent in its capacity as a Lender has all Rights of
any other Lender.
(d) Administrative Agent and its Affiliates may now or
hereafter be engaged in one or more loan, letter of credit, leasing, or
other financing transactions with any Loan Party or DCCLP, act as
trustee or depositary for any Loan Party or DCCLP, or otherwise be
engaged in other transactions with any Loan Party (collectively, the
"OTHER ACTIVITIES") not the subject of the Loan Papers. Without
limiting the Rights of Lenders specifically set forth in the Loan
Papers, Administrative Agent and its Affiliates shall not be
responsible to account to Lenders for such other activities, and no
Lender shall have any interest in any other activities, any present or
future guaranties by or for the account of any Loan Party or DCCLP,
which are not contemplated or included in the Loan Papers, any present
or future offset exercised by Administrative Agent and its Affiliates
in respect of such other activities, any present or future property
taken as security for any such other activities, or any property now or
hereafter in the possession or control of Administrative Agent or its
Affiliates which may be or become security for the obligations of the
Loan Parties or DCCLP arising under the Loan Papers by reason of the
general description of indebtedness secured or of property contained in
any other agreements, documents or instruments related to any such
other activities; PROVIDED THAT, if any payments in respect of such
Guaranties or such property or the proceeds thereof shall be applied to
reduction of the obligations of any Loan Party or DCCLP arising under
the Loan Papers, then each Lender shall be entitled to share in such
application ratably. In connection with the foregoing, Lenders
acknowledge and agree that Bank of America, N.A., currently has, and
from time to time may enter into, certain secured or unsecured
financing transactions with DCCLP, which transactions are not and shall
not be subject to the terms and provisions of the Loan Papers.
12.2 EXPENSES. Upon demand by Administrative Agent, each Lender shall
pay its ratable part of any reasonable expenses (including, without limitation,
court costs, reasonable attorneys' fees, and other costs of collection) incurred
by Administrative Agent in connection with any of the Loan Papers if and to the
extent Administrative Agent does not receive reimbursement therefor from other
sources within 60 days after incurred; PROVIDED THAT, each Lender shall be
entitled to receive its ratable part of any reimbursement for such expenses, or
part thereof, which Administrative Agent subsequently receives from such other
sources.
12.3 PROPORTIONATE ABSORPTION OF LOSSES. EXCEPT as otherwise provided
in the Loan Papers, nothing in the Loan Papers shall be deemed to give any
Lender any advantage over any other Lender insofar as the Obligation arising
under the Loan Papers is concerned, or to relieve any Lender from absorbing
ratably any losses sustained with respect to the Obligation (EXCEPT to the
extent such losses result from unilateral
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actions or inactions of any Lender that are not made in accordance with the
terms and provisions of the Loan Papers).
12.4 DELEGATION OF DUTIES; RELIANCE. Administrative Agent may perform
any of its duties or exercise any of its Rights under the Loan Papers by or
through its Representatives. Administrative Agent and its Representatives shall
(a) be entitled to rely upon (and shall be protected in relying upon) any
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telecopy, telegram, telex or teletype message, statement, order, or other
documents or conversation believed by it or them to be genuine and correct and
to have been signed or made by the proper Person and, with respect to legal
matters, upon opinion of counsel selected by Administrative Agent, (b) be
entitled to deem and treat each Lender as the owner and holder of the Principal
Debt owed to such Lender for all purposes until, subject to SECTION 13.13,
written notice of the assignment or transfer thereof shall have been given to
and received by Administrative Agent (and any request, authorization, consent,
or approval of any Lender shall be conclusive and binding on each subsequent
holder, assignee, or transferee of the Principal Debt owed to such Lender or
portion thereof until such notice is given and received), (c) not be deemed to
have notice of the occurrence of a Default UNLESS a responsible officer of
Administrative Agent, who handles matters associated with the Loan Papers and
transactions thereunder, has received written notice from a Lender, a Loan
Party, or DCCLP and stating that such notice is a "NOTICE OF DEFAULT," and (d)
be entitled to consult with legal counsel (including counsel for any Loan Party
or DCCLP), independent accountants, and other experts selected by Administrative
Agent and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts.
12.5 LIMITATION OF LIABILITY.
(a) None of the Agents or any of their respective
Representatives shall be liable for any action taken or omitted to be
taken by it or them under the Loan Papers in good faith and reasonably
believed by it or them to be within the discretion or power conferred
upon it or them by the Loan Papers or be responsible for the
consequences of any error of judgment, EXCEPT for fraud, gross
negligence, or willful misconduct; and none of the Agents or any of
their respective Representatives has a fiduciary relationship with any
Lender by virtue of the Loan Papers (PROVIDED THAT, nothing herein
shall negate the obligation of Administrative Agent or Administrative
Agent to account for funds received by it for the account of any
Lender).
(b) Unless indemnified to its satisfaction against loss, cost,
liability, and expense, neither Administrative Agent nor any other
Agent shall be compelled to do any act under the Loan Papers or to take
any action toward the execution or enforcement of the powers thereby
created or to prosecute or defend any suit in respect of the Loan
Papers. If Administrative Agent requests instructions from Lenders or
Required Lenders, as the case may be, with respect to any act or action
(including, but not limited to, any failure to act) in connection with
any Loan Paper, Administrative Agent shall be entitled (but shall not
be required) to refrain (without incurring any liability to any Person
by so refraining) from such act or action UNLESS and until it has
received such instructions. EXCEPT where action of Required Lenders or
all Lenders is required in the Loan Papers, Administrative Agent may
act hereunder in its own discretion without requesting instructions. In
no event, however, shall Administrative Agent or any of its respective
Representatives be required to take any action which it or they
determine could incur for it or them criminal or onerous civil
liability. Without limiting the generality of the foregoing, no Lender
shall have any right of action against Administrative Agent as a result
of Administrative Agent's acting or refraining from acting hereunder in
accordance with the instructions of Required Lenders (or all Lenders if
required in the Loan Papers).
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(c) Administrative Agent nor any other Agent shall be
responsible in any manner to any Lender or any Participant for, and
each Lender represents and warrants that it has not relied upon
Administrative Agent or any other Agent in respect of, (i) the
creditworthiness of any Loan Party or DCCLP and the risks involved to
such Lender, (ii) the effectiveness, enforceability, genuineness,
validity, or the due execution of any Loan Paper, (iii) any
representation, warranty, document, certificate, report, or statement
made therein or furnished thereunder or in connection therewith, (iv)
the existence, priority, or perfection of any Lien hereafter granted or
purported to be granted under any Loan Paper, or (v) observation of or
compliance with any of the terms, covenants, or conditions of any Loan
Paper on the part of any Loan Party or DCCLP. Each Lender agrees to
indemnify Administrative Agent and its respective Representatives and
hold them harmless from and against (but limited to such Lender's Pro
Rata Part of) any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses, and
reasonable disbursements of any kind or nature whatsoever which may be
imposed on, asserted against, or incurred by them in any way relating
to or arising out of the Loan Papers or any action taken or omitted by
them under the Loan Papers (INCLUDING ANY OF THE FOREGOING ARISING FROM
THE NEGLIGENCE OF ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES), to the
extent Administrative Agent and its respective Representatives are not
reimbursed for such amounts by any Company (PROVIDED THAT,
Administrative Agent, and its respective Representatives shall not have
the right to be indemnified hereunder for its or their own fraud, gross
negligence, or willful misconduct).
12.6 DEFAULT; COLLATERAL.
(a) Upon the occurrence and continuance of a Default, Lenders
agree to promptly confer in order that Required Lenders or Lenders, as
the case may be, may agree upon a course of action for the enforcement
of the Rights of Lenders; and Administrative Agent shall be entitled to
refrain from taking any action (without incurring any liability to any
Person for so refraining) UNLESS and until Administrative Agent shall
have received instructions from Required Lenders. All rights of action
under this Agreement and under the Notes and all rights to the
Collateral, if any, hereunder may be enforced by Administrative Agent
and any suit or proceeding instituted by Administrative Agent in
furtherance of such enforcement shall be brought in its name as
Administrative Agent without the necessity of joining as plaintiffs or
defendants any other Lender, and the recovery of any judgment shall be
for the benefit of Lenders subject to the expenses of Administrative
Agent. In actions with respect to any property of Borrower,
Administrative Agent is acting for the ratable benefit of each Lender.
Any and all agreements to subordinate (whether made heretofore or
hereafter) other indebtedness or obligations of any Loan Party or DCCLP
to the Obligation shall be construed as being for the ratable benefit
of each Lender.
(b) Each Lender authorizes and directs Administrative Agent to
enter into the Collateral Documents for the benefit of the Lenders.
EXCEPT to the extent unanimity is required hereunder, each Lender
agrees that any action taken by the Required Lenders in accordance with
the provisions of the Loan Papers, the Collateral Documents, or the
other Loan Papers, and the exercise by the Required Lenders of the
powers set forth herein or therein, TOGETHER WITH such other powers as
are reasonably incidental thereto, shall be authorized and binding upon
all of the Lenders.
(c) Administrative Agent is hereby authorized on behalf of all
of the Lenders, without the necessity of any notice to or further
consent from any Lender, from time to time to take any action with
respect to any Collateral or Collateral Documents which may be
necessary to perfect and maintain perfected the Liens upon the
Collateral granted pursuant to the Collateral Documents.
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(d) Administrative Agent shall have no obligation whatsoever
to any Lender or to any other Person to assure that the Collateral
exists or is owned by any Loan Party or is cared for, protected, or
insured or has been encumbered or that the Liens granted to
Administrative Agent herein or pursuant hereto have been properly or
sufficiently or lawfully created, perfected, protected, or enforced, or
are entitled to any particular priority, or to exercise at all or in
any particular manner or under any duty of care, disclosure, or
fidelity, or to continue exercising, any of the Rights granted or
available to Administrative Agent in this SECTION 12.6 or in any of the
Collateral Documents; IT BEING UNDERSTOOD and agreed that in respect of
the Collateral, or any act, omission, or event related thereto,
Administrative Agent may act in any manner it may deem appropriate, in
its sole discretion, given the Administrative Agent's own interest in
the Collateral as one of the Lenders and that Administrative Agent
shall have no duty or liability whatsoever to any Lender, OTHER THAN to
act without gross negligence or wilful misconduct.
(e) Lenders hereby irrevocably authorize Administrative Agent,
at its option and in its discretion, to release any Lien granted to or
held by Administrative Agent upon any Collateral: (i) upon termination
of the Commitment and payment and satisfaction of the Obligation; (ii)
constituting property in which no Loan Party owned an interest at the
time the Lien was granted or at any time thereafter; (iii) constituting
property leased to a Loan Party under a lease which has expired or been
terminated in a transaction permitted under the Loan Paper or is about
to expire and which has not been, and is not intended by such Loan
Party to be, renewed; (iv) consisting of an instrument evidencing Debt
pledged to Administrative Agent (for the benefit of Lenders), if the
Debt evidenced thereby has been paid in full; (v) upon the sale,
transfer, or disposition of Collateral which is expressly permitted
pursuant to the Loan Papers, including, without limitation, under
SECTION 9.23 or (vi) if approved, authorized, or ratified in writing by
all necessary Lenders. Upon request by Administrative Agent at any
time, Lenders will confirm in writing Administrative Agent's authority
to release particular types or items of Collateral pursuant to this
SECTION 12.6.
(f) In furtherance of the authorizations set forth in this
SECTION 12.6, each Lender hereby irrevocably appoints Administrative
Agent its attorney-in-fact, with full power of substitution, for an on
behalf of and in the name of each such Lender, (i) to enter into
Collateral Documents (including, without limitation, any appointments
of substitute trustees under any Collateral Document), (ii) to take
action with respect to the Collateral and Collateral Documents to
perfect, maintain, and preserve Lender's Liens, and (iii) to execute
instruments of release or to take other action necessary to release
Liens upon any Collateral to the extent authorized in PARAGRAPH (e)
hereof. This power of attorney shall be liberally, not restrictively,
construed so as to give the greatest latitude to Administrative Agent's
power, as attorney, relative to the Collateral matters described in
this SECTION 12.6. The powers and authorities herein conferred on
Administrative Agent may be exercised by Administrative Agent through
any Person who, at the time of the execution of a particular
instrument, is an officer of Administrative Agent. The power of
attorney conferred by this SECTION 12.6(f) is granted for valuable
consideration and is coupled with an interest and is irrevocable so
long as the Obligation, or any part thereof, shall remain unpaid or
Lenders are obligated to make any Borrowings under the Loan Papers.
12.7 LIMITATION OF LIABILITY. To the extent permitted by Law, (a)
neither Administrative Agent nor any other Agent (acting in their respective
agent capacities) shall incur any liability to any other Lender, Agent, or
Participant EXCEPT for acts or omissions resulting from its own fraud, gross
negligence or wilful misconduct, and (b) neither Administrative Agent nor any
other Agent, Lender, or Participant shall incur any liability to any other
Person for any act or omission of any other Lender, Agent, or Participant.
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12.8 RELATIONSHIP OF LENDERS. Nothing herein shall be construed as
creating a partnership or joint venture among Agents and Lenders.
12.9 BENEFITS OF AGREEMENT. None of the provisions of this SECTION 12
shall inure to the benefit of any Loan Party or DCCLP or any other Person OTHER
THAN Lenders; consequently, none of the Loan Parties, DCCLP, or any other Person
shall be entitled to rely upon, or to raise as a defense, in any manner
whatsoever, the failure of any Agent or any Lender to comply with such
provisions.
12.10 AGENTS. None of the Lenders identified in this Agreement as a
"SYNDICATION AGENT" or "DOCUMENTATION AGENT" shall have any rights, powers,
obligations, liabilities, responsibilities, or duties under this Agreement OTHER
THAN those applicable to all Lenders as such. Without limiting the foregoing,
none of the Lenders so identified as a "SYNDICATION AGENT" or "DOCUMENTATION
AGENT" shall have or be deemed to have any fiduciary relationship with any
Lender.
12.11 OBLIGATIONS SEVERAL. The obligations of Lenders hereunder are
several, and each Lender hereunder shall not be responsible for the obligations
of the other Lenders hereunder, nor will the failure of one Lender to perform
any of its obligations hereunder relieve the other Lenders from the performance
of their respective obligations hereunder.
12.12 FINANCIAL HEDGES. To the extent any Lender or Affiliate of a
Lender issues a Financial Hedge in accordance with the requirements of the Loan
Papers and accepts the benefits of the Liens in the Collateral arising pursuant
to the Collateral Documents, such Lender (for itself and on behalf of its
Affiliate) agrees (i) to appoint Bank of America, N.A., as its nominee and
agent, to act for and on behalf of such Lender or Affiliate thereof in
connection with the Collateral Documents and (ii) to be bound by the terms of
this Section 12; whereupon all references to "LENDER" in this SECTION 12 and in
the Collateral Documents shall include, on any date of determination, any Lender
or Affiliate of a Lender that is party to a then-effective Financial Hedge which
complies with the requirements of the Loan Papers. Additionally, if the
Obligation owed to any Lender or Affiliate of a Lender consists SOLELY of Debt
arising under a Financial Hedge (such Lender or Affiliate being referred to in
this SECTION 12.12 as an "ISSUING LENDER"), then such Issuing Lender (by
accepting the benefits of any Collateral Documents) acknowledges and agrees that
pursuant to the Loan Papers and without notice to or consent of such Issuing
Lender: (i) Liens in the Collateral may be released in whole or in part; (ii)
all Guaranties may be released; (iii) any Collateral Document may be amended,
modified, supplemented, or restated; and (iv) all or any part of the Collateral
may be permitted to secure other Debt.
SECTION 13 MISCELLANEOUS.
13.1 HEADINGS. The headings, captions, and arrangements used in any of
the Loan Papers are, UNLESS specified otherwise, for convenience only and shall
not be deemed to limit, amplify, or modify the terms of the Loan Papers, nor
affect the meaning thereof.
13.2 NONBUSINESS DAYS. In any case where any payment or action is due
under any Loan Paper on a day which is not a Business Day, such payment or
action may be delayed until the next-succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; PROVIDED THAT, if, in the case of
any such payment in respect of a Eurodollar Rate Borrowing, the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.
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13.3 COMMUNICATIONS. UNLESS specifically otherwise provided,
whenever any Loan Paper requires or permits any consent, approval, notice,
request, or demand from one party to another, such communication must be in
writing (which may be by telex or telecopy) to be effective and shall be
deemed to have been given (a) if by telex, when transmitted to the telex
number, if any, for such party, and the appropriate answer back is received,
(b) if by telecopy, when transmitted to the telecopy number for such party
(and all such communications sent by telecopy shall be confirmed promptly
thereafter by personal delivery or mailing in accordance with the provisions
of this section; PROVIDED, THAT any requirement in this parenthetical shall
not affect the date on which such telecopy shall be deemed to have been
delivered), (c) if by mail, on the third Business Day after it is enclosed in
an envelope, properly addressed to such party, properly stamped, sealed, and
deposited in the appropriate official postal service, or (d) if by any other
means, when actually delivered to such party. Until changed by notice
pursuant hereto, the address (and telex and telecopy numbers, if any) for
Administrative Agent and each Lender, Administrative Agent, and other Agents
is set forth on SCHEDULE 2.1, and for any Borrower and its Subsidiaries is
the address set forth by such Borrower's signature on the signature page of
this Agreement or any supplement hereto executed and delivered in accordance
with SECTIONS 2.2 or 7.5, and for each Guarantor is the address set forth by
such Guarantor's signature on the signature page of its Guaranty. A copy of
each communication to Administrative Agent shall also be sent to Haynes and
Boone, LLP, 901 Main Street, Suite 3100, Dallas, Texas 75202, Fax:
214/651-5940, Attn: Karen S. Nelson. A copy of each communication to Borrower
shall also be sent to Pate, Kempf & Knarr, Two Leadership Square, Suite 418,
211 N. Robinson, Oklahoma City, Oklahoma 73102, Fax: 405/232-3930, Attn:
Collier Pate.
13.4 FORM AND NUMBER OF DOCUMENTS. Each agreement, document,
instrument, or other writing to be furnished under any provision of this
Agreement must be in form and substance and in such number of counterparts as
may be reasonably satisfactory to Administrative Agent and its counsel.
13.5 EXCEPTIONS TO COVENANTS. No Loan Party or DCCLP shall take any
action or fail to take any action which is permitted as an exception to any
of the covenants contained in any Loan Paper if such action or omission would
result in the breach of any other covenant contained in any of the Loan
Papers.
13.6 SURVIVAL. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Papers shall survive
all closings under the Loan Papers and, EXCEPT as otherwise indicated, shall
not be affected by any investigation made by any party. All rights of, and
provisions relating to, reimbursement and indemnification of Administrative
Agent, any Agent, or any Lender shall survive termination of this Agreement
and payment in full of the Obligation.
13.7 GOVERNING LAW. THE LOAN PAPERS HAVE BEEN ENTERED INTO PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT THE LAWS OF ANOTHER
JURISDICTION GOVERN THE CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF
LIENS UNDER THE COLLATERAL DOCUMENTS) AND THE APPLICABLE FEDERAL LAWS OF THE
UNITED STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT
AND INTERPRETATION OF THIS CREDIT AGREEMENT AND ALL OF THE OTHER LOAN PAPERS.
13.8 INVALID PROVISIONS. If any provision in any Loan Paper is held
to be illegal, invalid, or unenforceable, such provision shall be fully
severable; the appropriate Loan Paper shall be construed and enforced as if
such provision had never comprised a part thereof; and the remaining
provisions thereof shall remain in full force and effect and shall not be
affected by such provision or by its severance therefrom. Administrative
Agent, Lenders, DCCLP, and each Loan Party to such Loan Paper agree to
negotiate, in good
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faith, the terms of a replacement provision as similar to the severed
provision as may be possible and be legal, valid, and enforceable.
13.9 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF THE LOAN PARTIES,
DCCLP, LENDERS, AND AGENTS SHALL BE DETERMINED SOLELY FROM WRITTEN
AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN
SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT
(AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN PAPERS
EXECUTED BY ANY LOAN PARTY, DCCLP, ANY LENDER, AND/OR ANY AGENT, (TOGETHER
WITH ALL COMMITMENT LETTERS AND FEE LETTERS ONLY AS THEY RELATE TO THE
PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN
THE LOAN PARTIES, DCCLP, LENDERS, AND AGENTS, AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.
13.10 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. BORROWER
AND EACH GUARANTOR (BY EXECUTION OF A GUARANTY), IN EACH CASE FOR ITSELF, ITS
SUCCESSORS AND ASSIGNS, HEREBY (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE STATE (PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK OR IN
THE UNITED STATES COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK
CITY, AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN
ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND
THE OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY NEW YORK LAW, (B)
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION
ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE OBLIGATION
BROUGHT IN ANY SUCH COURT, (C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE OF PROCESS
IN NEW YORK IN CONNECTION WITH ANY SUCH LITIGATION AND TO DELIVER TO
ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF REQUESTED, (E) IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH HEREIN, (F) IRREVOCABLY
AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY HERETO ARISING OUT OF OR
IN CONNECTION WITH THE LOAN PAPERS OR THE OBLIGATION SHALL BE BROUGHT IN ONE
OF THE AFOREMENTIONED COURTS, AND (G) IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN PAPER OR THE
TRANSACTIONS CONTEMPLATED THEREBY. The scope of each of the foregoing waivers
is intended to be all-encompassing of any and all disputes that may be filed
in any court and that relate to the subject matter of this transaction,
including, without limitation, contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. The Loan Parties,
DCCLP, and each other party to this Agreement acknowledge that this waiver is
a material inducement to the agreement of each party hereto to enter into a
business relationship, that each has already relied on this waiver in
entering into this Agreement, and each will continue to rely on each of such
waivers in related future dealings. The Loan Parties, DCCLP, and each other
party to this Agreement warrant and represent that they have reviewed these
waivers with their legal counsel, and that they knowingly and voluntarily
agree to each such waiver following consultation with legal counsel. THE
WAIVERS IN THIS SECTION 13.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY
OTHER LOAN PAPER. In the event of Litigation, this Agreement may be filed as
a written consent to a trial by the court.
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13.11 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.
(a) EXCEPT as otherwise specifically provided, (i) this
Agreement may only be amended, supplemented, modified, or waived by an
instrument in writing executed jointly by each Borrower and Required
Lenders, and, in the case of any matter affecting Administrative Agent
(EXCEPT removal of Administrative Agent as provided in SECTION 12) by
Administrative Agent, and may only be supplemented by documents
delivered or to be delivered in accordance with the express terms
hereof, and (ii) the other Loan Papers may only be the subject of an
amendment, modification, or waiver if Borrower, any affected Loan Party
(or DCCLP, if affected), and Required Lenders, and, in the case of any
matter affecting Administrative Agent (EXCEPT as set forth above),
Administrative Agent, have approved same.
(b) Any amendment or supplement to, or consent or waiver
under, this Agreement or any Loan Paper which purports to accomplish
any of the following must be by an instrument in writing executed by
each Borrower and executed (or approved, as the case may be) by each
Lender affected thereby, and, in the case of any matter affecting
Administrative Agent, by Administrative Agent: (i) extends the due
date or reduces the amount of any scheduled payment of the
Obligation or any scheduled reduction of the Commitment beyond the
date specified in the Loan Papers; (ii) reduces the interest rate or
decreases the amount of interest, fees, or other sums payable to
Administrative Agent or Lenders hereunder (EXCEPT such reductions as
are contemplated by this Agreement); (iii) change the percentage of
the Commitment or of the Principal Debt which shall be required for
Lenders or any of them to take any action under this SECTION 13.11
or any other provision of this Agreement or any Loan Paper; or (iv)
EXCEPT as otherwise permitted by any Loan Paper, waives compliance
with, amends, or releases (in whole or in part) any material
Guaranty or releases (in whole or in part) any material Collateral
for the Obligation; or (v) changes this CLAUSE (b) or any other
matter specifically requiring the consent of all Lenders hereunder.
Without the consent of such Lender, no Lender's Committed Sum may be
increased (EXCEPT increases effected as a result of the increases in
the Available Commitment upon satisfaction of the related conditions
precedent thereto).
(c) Any conflict or ambiguity between the terms and provisions
herein and terms and provisions in any other Loan Paper shall be
controlled by the terms and provisions herein.
(d) No course of dealing nor any failure or delay by
Administrative Agent, any Lender, or any of their respective
Representatives with respect to exercising any Right of
Administrative Agent or any Lender hereunder shall operate as a
waiver thereof. A waiver must be in writing and signed by
Administrative Agent and Required Lenders (or by all Lenders, if
required hereunder) to be effective, and such waiver will be
effective only in the specific instance and for the specific purpose
for which it is given.
13.12 MULTIPLE COUNTERPARTS. This Agreement may be executed in a
number of identical counterparts, each of which shall be deemed an original
for all purposes and all of which constitute, collectively, one agreement;
but, in making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart. It is not necessary that each
Lender execute the same counterpart SO LONG AS identical counterparts are
executed by Borrower, Parent, each Lender, and Administrative Agent. This
Agreement shall become effective when counterparts hereof shall have been
executed and delivered to Administrative Agent by each Lender, Administrative
Agent, and Borrower, or,
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when Administrative Agent shall have received telecopied, telexed, or other
evidence satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.
13.13 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.
(a) This Agreement shall be binding upon, and inure to the
benefit of the parties hereto and their respective successors and
assigns, EXCEPT THAT (i) no Borrower may, directly or indirectly,
assign or transfer, or attempt to assign or transfer, any of its
Rights, duties or obligations under any Loan Papers without the express
written consent of all Lenders, and (ii) EXCEPT as permitted under this
Section, no Lender may transfer, pledge, assign, sell any participation
in, or otherwise encumber its portion of the Obligation.
(b) Each Lender may assign to one or more Eligible Assignees
all or a portion of its Rights and obligations under this Agreement and
the other Loan Papers (including, without limitation, all or a portion
of its Borrowings and its Notes); PROVIDED, HOWEVER, that:
(i) each such assignment shall be to an Eligible Assignee;
(ii) EXCEPT in the case of an assignment of all of a
Lender's Rights and obligations under this Agreement and the
other Loan Papers, any such partial assignment shall be in an
amount at least equal to $5,000,000;
(iii) each such assignment by a Lender shall be of a
constant, and not varying, percentage of all of its Rights and
obligations under this Agreement and the Notes (to the extent
any Principal Debt owed to such assigning Lender is evidenced
by a Note or Notes);
(iv) the parties to such assignment shall execute and
deliver to the Administrative Agent for its acceptance an
Assignment and Acceptance Agreement substantially in the form
of EXHIBIT F, TOGETHER WITH any Notes (to the extent any
Principal Debt owed to such assigning Lender is evidenced by a
Note or Notes) subject to such assignment and a processing fee
of $3,500, PROVIDED HOWEVER, that with respect to an
assignment by a Lender to an Affiliate of such Lender, the
processing fee shall be $1,500 (unless otherwise agreed by
Administrative Agent); and
(v) SO LONG AS any Lender is an Agent under this
Agreement, such Lender (or an Affiliate of such Lender) shall
retain an economic interest in the Loan Papers, will not
assign all of its Rights, duties, or obligations under the
Loan Papers, EXCEPT to an Affiliate of such Lender, and will
not enter into any Assignment and Acceptance Agreement that
would have the effect of such Lender assigning all of its
Rights, duties, or obligations under the Loan Papers to any
Person OTHER THAN an Affiliate of such Lender.
Upon execution, delivery, and acceptance of such Assignment and
Acceptance Agreement, the assignee thereunder shall be a party hereto
and, to the extent of such assignment, have the obligations, Rights,
and benefits of a Lender under the Loan Papers and the assigning Lender
shall, to the extent of such assignment, relinquish its rights and be
released from its obligations under the Loan Papers. Upon the
consummation of any assignment pursuant to this Section, but only upon
the request of the assignor or assignee made through Administrative
Agent, Borrower shall issue appropriate Notes to the assignor and the
assignee, reflecting such Assignment and Acceptance. If the assignee is
not incorporated under the laws of the United States of America or a
state thereof, it
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shall deliver to Borrower and Administrative Agent certification as
to exemption from deduction or withholding of Taxes in accordance
with Section 4.6.
(c) Administrative Agent shall maintain at its address
referred to in SECTION 13.3 a copy of each Assignment and Acceptance
Agreement delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the
Commitment, and principal amount of the Borrowings owing to, each
Lender from time to time (the "REGISTER"). The entries in the
Register shall be conclusive and binding for all purposes, absent
manifest error, and any Borrower, Administrative Agent, and Lenders
may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of the Loan Papers. The Register
shall be available for inspection by any Borrower or any Lender at
any reasonable time and from time to time upon reasonable prior
notice. Upon the consummation of any assignment in accordance with
this SECTION 13.13, SCHEDULE 2.1 shall automatically be deemed
amended (to the extent required) by Administrative Agent to reflect
the names, addresses, and respective Applicable Percentages and
Committed Sums of the assignor and assignee.
(d) Upon its receipt of an Assignment and Acceptance Agreement
executed by the parties thereto, TOGETHER WITH any Notes (to the extent
any Principal Debt owed to such assigning Lender is evidenced by a Note
or Notes) subject to such assignment and payment of the processing fee,
the Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of EXHIBIT F, (i)
accept such Assignment and Acceptance Agreement, (ii) record the
information contained therein in the Register and (iii) give prompt
notice thereof to the parties thereto.
(e) Subject to the provisions of this Section and in
accordance with applicable Law, any Lender may, in the ordinary
course of its business and in accordance with applicable Law, at any
time sell to one or more Persons (each a "PARTICIPANT")
participating interests in its portion of the Obligation. In the
event of any such sale to a Participant, (i) such Lender shall
remain a "LENDER" under this Agreement and the Participant shall not
constitute a "LENDER" hereunder, (ii) such Lender's obligations
under this Agreement shall remain unchanged, (iii) such Lender shall
remain solely responsible for the performance thereof, (iv) such
Lender shall remain the holder of its share of the Principal Debt
for all purposes under this Agreement, (v) each Borrower and
Administrative Agent shall continue to deal solely and directly with
such Lender in connection with such Lender's Rights and obligations
under the Loan Papers, and (vi) such Lender shall be solely
responsible for any withholding taxes or any filing or reporting
requirements relating to such participation and shall hold each
Borrower and Administrative Agent and their respective successors,
permitted assigns, officers, directors, employees, agents, and
representatives harmless against the same. Participants shall have
no Rights under the Loan Papers, OTHER THAN certain voting Rights as
provided below. Subject to the following, each Lender shall be
entitled to obtain (on behalf of its Participants) the benefits of
SECTION 4 with respect to all participations in its part of the
Obligation outstanding from time to time SO LONG AS any Borrower
shall be obligated to pay any amount in excess of the amount that
would be due to such Lender under SECTION 4 calculated as though no
participations have been made. No Lender shall sell any
participating interest under which the Participant shall have any
Rights to approve any amendment, modification, or waiver of any Loan
Paper, EXCEPT to the extent such amendment, modification, or waiver
extends the due date for payment of any amount in respect of
principal (OTHER THAN mandatory prepayments), interest, or fees due
under the Loan Papers, reduces the interest rate or the amount of
principal or fees applicable to the Obligation (EXCEPT such
reductions as are contemplated by this Agreement), or releases any
material Guaranty or all or any substantial portion of the
Collateral for the Obligation under the Loan Papers (EXCEPT such
releases
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as are contemplated by this Agreement); PROVIDED THAT, in those
cases where a Participant is entitled to the benefits of SECTION 4
or a Lender grants Rights to its Participants to approve amendments
to or waivers of the Loan Papers respecting the matters previously
described in this sentence, such Lender must either (i) include a
voting mechanism in the relevant participation agreement or
agreements, as the case may be, whereby a majority of such Lender's
portion of the Obligation (whether held by such Lender or
Participant) shall control the vote for all of such Lender's portion
of the Obligation or (ii) create another mechanism with Participant
to avoid any stalemate of, or partial exercise of, any voting Rights
under the Loan Papers. EXCEPT in the case of the sale of a
participating interest to another Lender, the relevant participation
agreement shall not permit the Participant to transfer, pledge,
assign, sell participations in, or otherwise encumber its portion of
the Obligation, UNLESS the consent of the transferring Lender (which
consent will not be unreasonably withheld) has been obtained.
(f) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any
portion of its Borrowings and its Notes (to the extent any Principal
Debt owed to such assigning Lender is evidenced by a Note or Notes) to
any Federal Reserve Bank as collateral security pursuant to Regulation
A and any Operating Circular issued by such Federal Reserve Bank
without notice to, or the consent of any Borrower or Administrative
Agent. No such assignment shall release the assigning Lender from its
obligations hereunder.
(g) Any Lender may furnish any information concerning the
Companies in the possession of such Lender from time to time to
Eligible Assignees and Participants (including prospective Eligible
Assignees and Participants).
13.14 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. The obligations of each Loan Party under the Loan Papers shall
remain in full force and effect until termination of the Commitment and payment
in full of the Principal Debt and of all interest, fees, and other amounts of
the Obligation then due and owing (and termination of all outstanding LCs with
any Lender, if any, UNLESS such Lender shall otherwise consent), EXCEPT that
SECTIONS 4, 11, and 13, and any other provisions under the Loan Papers expressly
intended to survive by the terms hereof or by the terms of the applicable Loan
Papers, shall survive such termination. If at any time any payment of the
principal of or interest on any Note or any other amount payable by any Loan
Party or DCCLP under any Loan Paper is rescinded or must be otherwise restored
or returned upon the insolvency, bankruptcy, or reorganization of such Loan
Party, DCCLP, or otherwise, the obligations of each Loan Party or DCCLP under
the Loan Papers with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.
13.15 RESTATEMENT OF EXISTING AGREEMENT. The parties hereto agree that,
on the Closing Date, after all conditions precedent set forth in SECTION 7.1
have been satisfied or waived: (a) the Obligation (as defined in this Agreement)
represents, among other things, the restatement, renewal, amendment, extension,
consolidation, and modification of the "OBLIGATION" (as defined in the Existing
Agreement); (b) this Agreement is intended to, and does hereby, restate,
consolidate, renew, extend, amend, modify, supersede, and replace the Existing
Agreement in its entirety; and (c) the Notes, if any, executed pursuant to this
Agreement amend, renew, extend, modify, replace, restate, consolidate,
substitute for, and supersede in their entirety (but do not extinguish, the Debt
arising under) the promissory notes issued pursuant to the Existing Agreement,
if any, which existing promissory notes shall be returned to Administrative
Agent promptly after the Closing Date, marked "CANCELED AND REPLACED," and,
thereafter, delivered by Administrative Agent to Borrower.
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REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.
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Signature Page to that certain Amended and Restated Revolving Credit
Agreement dated as of September 13, 1999, among Logix Communications
Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and
certain other Agents and Lenders named therein.
EXECUTED to be effective as of the Closing Date.
Attest: LOGIX COMMUNICATIONS CORPORATION
By: By:
-------------------------------- --------------------------------
Name: Name:
--------------------------- ---------------------------
Title: Title:
-------------------------- --------------------------
Mailing Address:
SIGNATURE PAGE
<PAGE>
Signature Page to that certain Amended and Restated Revolving Credit
Agreement dated as of September 13, 1999, among Logix Communications
Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and
certain other Agents and Lenders named therein.
EXECUTED to be effective as of the Closing Date.
BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT AND AS A LENDER
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
SIGNATURE PAGE
<PAGE>
Signature Page to that certain Amended and Restated Revolving Credit
Agreement dated as of September 13, 1999, among Logix Communications
Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and
certain other Agents and Lenders named therein.
EXECUTED to be effective as of the Closing Date.
CIBC WORLD MARKETS CORP.,
AS SYNDICATION AGENT
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
CIBC INC., AS A LENDER
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
SIGNATURE PAGE
<PAGE>
Signature Page to that certain Amended and Restated Revolving Credit
Agreement dated as of September 13, 1999, among Logix Communications
Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and
certain other Agents and Lenders named therein.
EXECUTED to be effective as of the Closing Date.
TORONTO DOMINION (TEXAS), INC.,
AS DOCUMENTATION AGENT AND AS A LENDER
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
SIGNATURE PAGE
<PAGE>
Signature Page to that certain Amended and Restated Revolving Credit
Agreement dated as of September 13, 1999, among Logix Communications
Corporation, as Borrower, Bank of America, N.A., as Administrative Agent, and
certain other Agents and Lenders named therein.
GUARANTOR ACKNOWLEDGMENT FOR PARENT
As an inducement to Administrative Agent and Lenders to execute and
deliver this Amended and Restated Revolving Credit Agreement (the
"AGREEMENT"), the undersigned hereby (i) acknowledges that it has received
this Agreement and consents to the foregoing, (ii) agrees that certain of the
representations, covenants, and indemnification provisions contained in
SECTIONS 8, 9, and 11.12 apply to the undersigned, (iii) agrees to provide
all information and take all action requested pursuant to the Agreement, and
(iv) agrees that the execution and delivery of this acknowledgment shall in
no way release, diminish, impair, reduce, or otherwise affect the obligations
and liabilities of the undersigned under the Guaranty dated April 7, 1999
(the "Guaranty"), and the Pledge, Assignment, and Security Agreement dated
April 7, 1999 (the "SECURITY AGREEMENT"), executed by the undersigned, in
favor of Administrative Agent and Lenders, which Guaranty and Security
Agreement shall continue in full force and effect. This consent and agreement
shall be binding upon the undersigned, and its successors and assigns, and
shall inure to the benefit of Administrative Agent and Lenders, and their
respective successors and assigns.
EXECUTED to be effective as of the Closing Date.
LOGIX COMMUNICATIONS ENTERPRISES, INC.
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
SIGNATURE PAGE
<PAGE>
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is entered into between William
J. Hoffman, Jr. ("Hoffman") and Logix Communications Enterprises, Inc.
("Logix").
Whereas, the employment relationship between Hoffman and Logix has been
severed and the parties wish to document the terms of the agreement between
them concerning severance benefits.
Now, therefore, it is agreed:
1. DATE OF SEPARATION. The date of separation of employment and the
effective date of this Agreement is March 15, 2000.
2. SEVERANCE PAYMENTS. Subject to the terms of this Agreement and
applicable tax and withholding requirements, Hoffman shall
(i) be paid his base salary, plus 34% of his base salary in lieu of all
incentive compensation, each month for a period ending on March 14, 2003 (the
"Payment Period").
(ii) receive continued health insurance coverage during the Payment
Period, provided that such coverage may be changed or reduced so long as the
coverage provided Hoffman is consistent with the coverage provided to Logix
employees generally.
(iii) be entitled to continued participation in the Logix 401(k)
retirement plan during the Payment Period, provided that the 401(k) plan may
be changed or reduced so long as such changes or reductions apply to all
401(k) participants generally.
The obligation in (ii) above shall automatically cease at such time as
Hoffman obtains employment and qualifies for insurance coverage with an
employer (including a company controlled by Hoffman) which offers or could
offer substantially the same health and medical coverage. At the sole option
of Logix it may elect at any time during the Payment Period to accelerate the
amount payable under (i) above and pay the full amount for all remaining
months in one lump payment, discounted to present value at the rate of 12%
per annum, and in the event of such lump sum payment the obligations in (ii)
and (iii) above shall also cease. Such lump sum payment shall not shorten
the Payment Period as it applies to the other provisions of this Agreement.
Hoffman may retain his cell phone and the Oak Tree Country Club membership,
but all expenses of such telephone and membership after the effective date of
this Agreement shall be solely the responsibility of Hoffman. Hoffman shall
<PAGE>
change the responsible account party to himself as soon as possible, and
Hoffman indemnifies and saves Logix harmless from all such expenses. Hoffman
may also retain internet equipment located in his house.
Except as expressly set forth above, all benefits, reimbursements and
perquisities heretofore provided to Hoffman, including, without limitation,
life and disability insurance, club memberships, telephone and internet
service, and credit cards, shall terminate on the effective date of this
Agreement, and all property, equipment, files and information of Logix shall
be returned to Logix.
3. STOCK OPTION PROVISIONS.
(a) VESTED OPTIONS. Logix shall pay Hoffman the sum of $50,000 as
compensation for relinquishment and return to Logix of 208,500 Logix
Incentive Stock Options previously granted by Logix which have vested. In
consideration of this Agreement Hoffman agrees that all rights that he may
have concerning all vested Logix options are null and void and of no effect
and such options are returned to Logix. Such amount shall be paid on or
before May 1, 2000.
(b) UNVESTED OPTIONS. All terms and conditions of the Logix Incentive Stock
Option Plan and the option agreements between Logix and Hoffman entered into
under such plan, except as expressly modified in this Agreement, remain in
full force and effect and unchanged. Hoffman acknowledges that none of the
Incentive Stock Options granted to Hoffman by Logix, other than the vested
options provided for in subparagraph (a) above, have vested, and that due to
his separation no other Logix options will ever vest per the terms of the
Logix option plan and the agreements between Hoffman and Logix governing such
options, and that the unvested options granted are null and void and of no
effect and are relinquished and returned to Logix.
(c) TEXAS UTILITIES TRANSACTION. If, on or before April 30, 2000, a "Texas
Utilities Transaction" (as hereinafter defined) occurs between Logix or its
shareholders and Texas Utilities (which as used herein shall include Texas
Utilities or any person or entity directly or indirectly controlling,
controlled by or under common control with Texas Utilities), the provisions
of subparagraphs (a) and (b) above shall be inoperative. Instead of and in
lieu of the provisions of subparagraphs (a) and (b) above, Hoffman shall have
the rights that he would have had if he were still employed by Logix under
the "change of control" provisions of the Logix Incentive Stock Option Plan
and his options had not terminated due to his severance. For purposes of
this subsection (c), a "Texas Utilities Transaction" shall mean the
consummation (or the execution of a letter of intent or definitive agreement
on or before April 30, 2000 which subsequently results in consummation) by
Logix or a majority in interest of Logix's shareholders of (i) a sale to
Texas Utilities of at least 51% of the capital stock of Logix, (ii) a merger,
consolidation or similar combination of Logix with Texas Utilities, or (iii)
a sale to Texas Utilities of at least 51% of the assets of Logix.
Page 2
<PAGE>
(d) DOBSON AGREEMENTS UNAFFECTED. This Agreement is between Hoffman and
Logix only and does not affect any rights or obligations of Hoffman under any
other agreement arising out of or related to his employment by Dobson
Communications Corporation ("Dobson"). Without limiting the generality of
such statement, this Agreement and the general release contained in this
Agreement shall have no effect on any rights or obligations under or as a
result of his interest in (i) the Consulting Agreement between Dobson and
Hoffman substantially in the form of Exhibit "A" hereto, (ii) Dobson's 1996
Stock Option Plan as amended, (iii) DCC PIK, L.L.C., or (iv) Dobson Equity,
L.L.C.
4. CONFIDENTIALITY AND NO DISPARAGEMENT. In consideration of the Severance
Payments, Hoffman agrees that he will not disclose the terms of this
Agreement and will not make or publish any negative comments or disparaging
remarks about Logix or any of its direct or indirect shareholders, or any of
its officers or directors. Logix may disclose the existence and terms of
this Agreement as required by law or as necessary for its business purposes.
Logix agrees that none of Stephen Dobson, Everett Dobson or Bert Pharis, so
long as they are officers, directors or employees of Logix, will make any
statement for the purpose of harming Hoffman; provided, however, this shall
in no way limit said officers or Logix from candidly describing the
historical performance of Logix and the reasons therefore, even if such
information would reflect poorly on Hoffman, nor shall this provision in any
event or in any way create any liability to Hoffman arising out of any
statement with respect to Hoffman which is true.
5. NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS.
Hoffman agrees and acknowledges that Logix's confidential information and
trade secrets belong to and are of great value to Logix. As used herein
"Logix confidential information and trade secrets" includes but is not
limited to the names, addresses, telephone numbers and service and product
preferences of Logix customers and potential customers, as well as other
customer information, financial information, cost and pricing information,
business plans, expansion plans (including Mongoose information), Logix
services information, Logix product and product development information, and
Logix sales and marketing plans and programs, but does not include
information which at the effective date of this Agreement is generally known
to Logix's competitors. In consideration of the Severance Payments, Hoffman
agrees not to disclose to any third party or use any such confidential
information or trade secrets of Logix. Hoffman further represents and
warrants that he has no written confidential information or trade secrets of
Logix or computer files containing the same in his possession, and he will
not remove from Logix's premises any property, customer lists, documents,
files, records, notes, correspondence or other papers (including copies of
these materials) relating to the business of Logix, except with the
permission of Logix.
6. NON-SOLICITATION OF LOGIX'S EMPLOYEES OR CUSTOMERS. In consideration of
the Severance Payments
Page 3
<PAGE>
(i) Hoffman agrees that he will not for any reason, directly or
indirectly, in any way, solicit, induce, influence, refer, divert or
participate in the referral, solicitation, or diversion of any customer of
Logix to switch to or contract for telecommunication services provided by any
other company in any of the geographic areas and LATAs (Local Access and
Transport Areas) in which Logix transacts business.
(ii) Hoffman agrees that he will not, either directly or indirectly,
separately or in association with others, hire, solicit, persuade or entice
any Logix employee to discontinue employment with Logix.
7. TIME LIMIT OF HOFFMAN'S COVENANTS. Hoffman's obligations under paragraph
4 of this Agreement shall never terminate. Hoffman's obligations under
paragraphs 5 and 6 of this Agreement shall terminate at the termination of
the Payment Period. Hoffman acknowledges that he will be able to earn a
livelihood without violating the foregoing restrictions and that the
foregoing restrictions are reasonable both in geographical scope and in time.
8. RELEASE OF ALL CLAIMS. By the execution of this Agreement, Hoffman
agrees to and does hereby release and disc harge and forever forego any
claims, demands, suits, causes of action or other legal rights which he has
or may have against Logix, Dobson Communications Corporation, their
affiliates and related companies, employees, agents, owners, directors,
officers or other representatives which presently exist as a result of his
employment with Logix or result from the termination of his employment with
Logix. These claims include, but are not limited to, claims under The Civil
Rights Act of 1964, The Civil Rights Act of 1991, The Age Discrimination in
Employment Act, The Older Workers Benefits Protection Act, The Americans with
Disability Act, and any other claim for breach of contract, express or
implied, or for liability sounding in tort, and any claim under any state or
federal statute or regulation. Hoffman acknowledges that he has received
monetary consideration for waiver of any claims that he may have under The
Older Workers Benefits Protection Act and The Age Discrimination in
Employment Act. Hoffman acknowledges that his signing of this Agreement will
serve as his acknowledgement of the receipt of and the acceptance of the
considerations described herein as the complete and final settlement and full
compensation for any claims or damages of whatever nature suffered in
connection with his employment with and the termination of that employment at
Logix. This release shall be considered to be final and shall be a complete
bar to any legal or equitable action which might be brought by Hoffman in
connection with his employment with or the termination of that employment at
Logix, except for (i) actions brought to enforce the terms of this Agreement,
(ii) those matters set out in paragraphs 3(c) and 3(d) above, (iii) the Logix
401(k) retirement plan and other benefits set out in paragraph 2 above, or
(iv) any expense reimbursement requests by Hoffman that are unprocessed on
the date of this Agreement.
Page 4
<PAGE>
9. SEVERABILITY. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect. In the event that any provision or
portion of this Agreement shall be determined to be invalid or unenforceable
for any reason, the invalid or unenforceable provision shall not effect any
other provision of this Agreement, and this Agreement shall be construed as
if the invalid or unenforceable provision had never been contained in it.
10. AGREEMENT SUBJECT TO NON-VIOLATION OF FINANCING AGREEMENTS. The
obligations of Logix under this agreement are subject to any covenants
contained in any present financing, equity sale, or other existing agreement
entered into for the purpose of raising operating capital. In the event any
such covenant impedes Logix's ability to perform this Agreement (considered
in conjunction with similar agreements with other terminated employees),
Logix shall nevertheless perform to the extent possible without violating the
covenant, and the balance of Logix's performance shall be deferred until it
may be permissibly taken.
11. BREACH OF AGREEMENT. Any breach of any term or condition of this
Agreement which is uncured before the 30th day following reasonable notice
given to Hoffman by Logix of the default will release Logix from any further
liability to make the Severance Payments or provide benefits to Hoffman, but
will not release Hoffman from his obligations under this Agreement.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
13. ENTIRE AGREEMENT, NO ORAL MODIFICATION. This Agreement states the
entire agreement between the parties concerning the premises, and no
amendment, waiver or modification of any provision of this Agreement shall be
valid unless in writing and executed by the parties.
In Witness Whereof, the parties have executed this Agreement with the
intent to be bound and obligated to the terms of the Agreement.
Logix Communications Enterprises, Inc.
By:
--------------------------
Albert H. Pharis, Jr., CEO
--------------------------
William J. Hoffman, Jr.
Page 5
<PAGE>
EXHIBIT "A"
Dobson Communications Corporation
13439 Broadway Extension
Oklahoma City, Oklahoma 73114
March 29, 2000
William J. Hoffman, Jr.
2017 Wickshire Circle
Edmond, OK 73013
Re: Employment Agreement
Dear Chip:
This letter will constitute the employment agreement with Dobson
Communications Corporation ("Dobson") for consulting services to be performed
by you as an employee of Dobson. The services to be performed will be those
that are mutually agreed between us from time to time. Your compensation
will be $1,000 per year to be paid annually in arrears, without proration for
partial years, and will be subject to applicable withholding. You will have
no employee benefits other than the specified yearly compensation and
continuation of your vesting in the stock options previously granted to you,
as such vesting is provided for under the terms and conditions of the Dobson
Communications Corporation 1996 Stock Option Plan, as amended ("Dobson Option
Plan").
This agreement will be for a period of one year from January 1, 2000, and
will be renewed automatically a maximum of two renewals on each anniversary
of that date, unless you give notice to Dobson that you elect to not renew on
or before the expiration of the agreement. This agreement may be immediately
terminated by Dobson at any time for cause, which shall include, but not be
limited to, any of the actions specified in paragraph 7 of the Dobson Option
Plan.
Page 6
<PAGE>
This agreement is contingent upon your execution of a severance agreement
containing a general release of Logix Communications Enterprises, Inc.
("Logix") concerning the termination of your employment with Logix, and your
full and continued compliance with that agreement. Your employment hereunder
with Dobson is not contingent upon continued employment with Logix or its
affiliates. If this agreement is acceptable to you, please sign this letter
in the space provided below.
Sincerely,
Everett Dobson
AGREED:
- - ---------------------------
William J. Hoffman, Jr.
<PAGE>
[LETTERHEAD]
September 28, 1999
Albert H. Pharis, Jr. Via fax to 330-533-8938
7130 S. Raccoon Road Followed by Regular Mail
Canfield, OH 44406
Re: Employment as CEO of Logix Communications Enterprises, Inc.
Dear Bert:
This will confirm the basic terms of the offer to you to become Chief
Executive Officer of Logix Communications Enterprises, Inc. and its
subsidiaries, to be memorialized in a more detailed agreement after
acceptance. This offer is subject to the approval of the board of directors
of Logix and the stock option features are subject to the approval of the
Compensation Committee of the Board of Directors.
- Salary of $300,000 per year, with a possible bonus of up to 50% of
salary based upon achievement of MBO goals.
- Incentive Stock Options equal to 3% of the equity of Logix, with
the strike price equal to the lesser of $200,000,000 or the
pre-equity money valuation of a minority sale made within one year.
These options will vest at 20% per year for five years and are
subject to the Incentive Stock Option plan.
- At the point in time when the valuation of Logix, as determined by
the Compensation Committee, has reached or exceeds $500,000,000,
you will be granted additional options equal to 2% of the equity of
Logix at the $500,000,000 level.
- We have agreed to work together toward a tax efficient structure
for the 2% and 3% options.
- In the event of a change of control within one year, you are
guaranteed not less than $3,000,000 pre-tax through the combination
of option exercise and cash compensation.
- Life insurance, disability insurance and health insurance in the
same amounts as are provided to other employees.
<PAGE>
Albert H. Pharis, Jr.
September 28, 1999
Page 2
- You will remain as a valued member of both the Logix and Dobson
Board of Directors.
- You will be provided relocation reimbursement in an amount to be
agreed.
Please indicate your acceptance of these basic provisions in the space
provided below and return a copy of this letter to me by fax.
Sincerely,
/s/ Stephen T. Dobson
Stephen T. Dobson
/s/ Everett R. Dobson
Everett R. Dobson
AGREED:
/s/ Albert H. Pharis, Jr.
- - -------------------------
Albert H. Pharis, Jr.
cc Russell L. Dobson
Dana L. Schmaltz
<PAGE>
[LOGO]
March 22, 2000
Craig T. Sheetz
13439 Broadway Extension
Oklahoma City, Oklahoma 73114
Re: Employment as CFO of Logix
Dear Craig:
It is a great pleasure to offer you the position of Chief Financial Officer of
Logix Communications Enterprises, Inc. and its subsidiaries. Your salary
will be $195,000 per year and your target bonus compensation will be 50% of
your base salary. Details of the bonus compensation targets will be
developed by us jointly. Your existing vacation benefits at Dobson
Communications will be carried over to Logix. You will receive 1,000,000
incentive stock options under Logix's 1998 ISO Plan with a strike price of
$2.67 per share.
In the event of a change of control of Logix during your employment which is
at a valuation which would result in your options having a value of less than
$1,000,000, Logix will make up the difference between the valuation and
$1,000,000, such that the change of control will result in cash out to you
from the change of control of a minimum of $1,000,000.
Logix Communications Enterprises, Inc.'s benefit package includes health
insurance; employee group life insurance; vacation accrual; sick leave;
short-term and long-term disability insurance; Flexible Compensation Plan
(125 Cafeteria Plan); Employee Assistance Program; and 401k plan. We will
arrange to carry over your present 401(k) vesting rights at Dobson to the
Logix 401(k) plan.
As required by the Immigration Reform and Control Act of 1986, your
employment is also contingent upon your proof of eligibility to work in the
United States. You must exhibit originals of required documents before or on
your first day of employment.
This letter does not constitute an offer for permanent employment or a
specific term of employment.
<PAGE>
Craig T. Sheetz
March 22, 2000
Page 2
If the terms and conditions of this letter are satisfactory to you, please
indicate your acceptance in the space provided below.
Sincerely,
/s/ Bert Pharis
Bert Pharis
Accepted:
/s/ Craig T. Sheetz
- - -------------------------
Craig T. Sheetz
<PAGE>
[LETTERHEAD]
March 10, 2000
Matt Asmus
Hand Delivered
Re: Position Change
Dear Matt:
It is a great pleasure to advise you of the following changes in your
employment relationship with Logix.
Effective today:
- Your title will be Executive Vice-President and Chief Operating Officer.
- Your base salary will be $180,000 per year and your target bonus
compensation will be 50% of your base salary. Details of the bonus
compensation targets will be developed by us jointly.
- You will receive an additional 1,000,000 incentive stock options under
the 1998 ISO Plan with a strike price of $2.67 per share, making the
total options granted to you 1,100,000.
- In the event of a change of control of Logix during your employment
which is at a valuation which would result in your options having a
value of less than $1,000,000, Logix will make up the difference between
the valuation and $1,000,000, such that the change of control will
result in cash out to you from the change in control of a minimum of
$1,000,000.
I look forward to working with you closely to address the challenges
facing the Company.
Sincerely,
/s/ Bert Pharis
Bert Pharis
Accepted:
/s/ Matt Asmus 3/10/00
- - --------------------------
<PAGE>
LOGIX COMMUNICATIONS ENTERPRISES, INC.
1999 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Logix Communications Enterprises,
Inc. 1999 Stock Option Plan (the "PLAN") is to encourage key employees,
independent contractors and non-employee board members of Logix
Communications Enterprises, Inc. (the "COMPANY") and its parent and future
subsidiaries (collectively "RELATED CORPORATIONS"), by providing
opportunities to participate in the ownership of the Company and its future
growth through (a) the grant of options which qualify as "incentive stock
options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986,
as amended (the "CODE"); and (b) the grant of options which do not qualify as
ISOs ("NON-QUALIFIED OPTIONS"). Both ISOs and Non-Qualified Options are
referred to hereafter individually as an "OPTION" and collectively as
"OPTIONS." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code.
2. ADMINISTRATION OF THE PLAN.
A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be
administered by the Board of Directors of the Company (the "BOARD") or by a
committee appointed by the Board (the "COMMITTEE"). Hereinafter, all
references in this Plan to the Committee shall mean the Board if no Committee
has been appointed. Subject to ratification of the grant or authorization of
each Option by the Board (if so required by applicable state law), and
subject to the terms of the Plan, the Committee shall have the authority to
(i) determine to whom (from among the class of persons eligible under
paragraph 3 to receive Options) Options shall be granted; (ii) determine the
time or times at which Options shall be granted; (iii) determine the purchase
price of shares subject to each Option, which prices shall not be less than
the minimum price specified in paragraph 6; (iv) determine whether each
Option granted shall be an ISO or a Non-Qualified Option; (v) determine
(subject to paragraph 7) the time or times when each Option shall become
exercisable and the duration of the exercise period; (vi) determine whether
restrictions such as the repurchase of the Options or shares received upon
the exercise of Options are to be imposed and the nature of such
restrictions, if any, and (vii) interpret and prescribe and rescind rules and
regulations relating to the Plan. If the Committee determines to issue an
ISO, it shall take whatever actions it deems necessary, under Section 422 of
the Code and the regulations promulgated thereunder, to ensure that such
Option is treated as an ISO. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted under it
shall be final unless otherwise determined by the Board. The Committee may
from time to time adopt such rules and regulations for carrying out the Plan
as it may deem advisable. No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted under it.
B. COMMITTEE ACTIONS. The Committee may select one of its
members as its chairman, and shall hold meetings at such time and places as
its members may determine. A majority of the Committee shall constitute a
quorum and acts of a majority of the members of the Committee at a meeting at
which a quorum is present, or acts reduced to or approved in writing by all
the members of the Committee, shall be the valid acts of the Committee. From
time to
<PAGE>
time the Board may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan.
3. ELIGIBLE EMPLOYEES. Options may be granted only to employees,
independent contractors and non-employee members of the Board of the Company
and any Related Corporation; PROVIDED, HOWEVER, that ISOs may only be granted
to employees of the Company or a Related Corporation. The Committee may take
into consideration a recipient's individual circumstances in determining
whether to grant an Option. The granting of any Option to any individual
shall neither entitle that individual to, nor disqualify him from,
participation in any other grant of Options.
4. STOCK. The stock subject to Options shall be authorized but
unissued shares of Common Stock of the Company, par value $0.01 per share
(the "COMMON STOCK"). The aggregate number of shares which may be issued
pursuant to the Plan is 2,302,021, subject to adjustment as provided in
paragraph 13. If any Option granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the unpurchased shares subject
to such Option shall again be available for grants of Options under the Plan.
5. GRANTING OF OPTIONS. Options may be granted under the Plan at
any time on or after November 5, 1999 and prior to November 4, 2009. The date
of grant of an Option under the Plan will be the date specified by the
Committee at the time it grants the Option; PROVIDED, HOWEVER, that such date
shall not be prior to the date on which the Committee acts to approve the
grant.
6. MINIMUM OPTION PRICE; ISO LIMITATIONS.
A. PRICE FOR NON-QUALIFIED OPTIONS. The exercise price per
share specified in the agreement relating to each Non-Qualified Option
granted under the Plan shall in no event be less than the minimum legal
consideration required therefore under the laws of Oklahoma or the laws of
any jurisdiction in which the Company or its successors in interest may be
organized.
B. PRICE FOR ISOs. The exercise price per share specified
in the agreement relating to each ISO granted under the Plan shall not be
less than the fair market value per share of Common Stock on the date of such
grant. In the case of an ISO to be granted to an employee owning stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Related Corporation, the price per
share specified in the agreement relating to such ISO shall not be less than
one hundred ten percent (110%) of the fair market value per share of Common
Stock on the date of grant. For purposes of determining stock ownership under
this paragraph, the rules of Section 424(d) of the Code shall apply.
C. $100,000 ANNUAL LIMITATION ON ISO VESTING. Each
eligible employee may be granted Options treated as ISOs only to the extent
that, in the aggregate under this Plan and all incentive stock option plans
of the Company and any Related Corporation, ISOs do not become
Page 2
<PAGE>
exercisable for the first time by such employee during any calendar year with
respect to stock having a fair market value (determined at the time the ISOs
were granted) in excess of $100,000. The Company intends to designate any
Options granted in excess of such limitation as Non-Qualified Options.
D. DETERMINATION OF FAIR MARKET VALUE. If the Common Stock
is not publicly traded at the time an Option is granted under the Plan, "fair
market value" shall mean the fair value of the Common Stock as determined by
the Committee after taking into consideration all factors which it deems
appropriate. If, at the time an Option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes
discussed in this sentence are available prior to the date such Option is
granted and shall mean (i) the average (on that date) of the high and low
prices of the Common Stock on the principal national securities exchange on
which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the NASDAQ National Market, if the Common Stock
is not then traded on a national securities exchange; or (iii) the closing
bid price (or average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter securities, if the Common
Stock is not reported on the NASDAQ National Market.
7. OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i)
ten years from the date of grant in the case of Options generally and (ii)
five years from the date of grant in the case of ISOs granted to an employee
owning stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Related
Corporation, as determined under paragraph 6(B). Subject to earlier
termination as provided in paragraphs 9 and 10, the term of each ISO shall be
the term set forth in the original instrument granting such ISO, except with
respect to any part of such ISO that is converted into a Non-Qualified Option
pursuant to paragraph 16.
8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as
follows:
A. VESTING. The Option shall either be fully exercisable
on the date of grant or shall become exercisable thereafter in such
installments as the Committee may specify.
B. FULL VESTING OF INSTALLMENTS. Once an installment
becomes exercisable it shall remain exercisable until expiration or
termination of the Option, unless otherwise specified by the Committee.
C. PARTIAL EXERCISE. Each Option or installment may be
exercised at any time or from time to time, in whole or in part, for up to
the total number of shares with respect to which it is then exercisable.
D. ACCELERATION OF VESTING. The Committee shall have the
right to accelerate the date that any installment of any Option becomes
exercisable; provided that the Committee
Page 3
<PAGE>
shall not, without the consent of an optionee, accelerate the permitted
exercise date of any installment of any Option granted to any employee as an
ISO (and not previously converted into a Non-Qualified Option pursuant to
paragraph 16) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in paragraph
6(C).
9. TERMINATION OF EMPLOYMENT. Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by
the Company and all Related Corporations other than by reason of death or
disability as defined in paragraph 10, no further installments of his or her
ISOs shall become exercisable, and his or her ISOs shall terminate on the
earlier of (a) ninety (90) days after the date of termination of his or her
employment, or (b) their specified expiration dates, except to the extent
that such ISOs (or unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to paragraph 16. For purposes of this
paragraph 9, employment shall be considered as continuing uninterrupted
during any bona fide leave of absence (such as those attributable to illness,
military obligations or governmental service) provided that the period of
such leave does not exceed 90 days or, if longer, any period during which
such optionee's right to reemployment is guaranteed by statute. A bona fide
leave of absence with the written approval of the Committee shall not be
considered an interruption of employment under this paragraph 9, provided
that such written approval contractually obligates the Company or any Related
Corporation to continue the employment of the optionee after the approved
period of absence. ISOs granted under the Plan shall not be affected by any
change of employment within or among the Company and Related Corporations, so
long as the optionee continues to be an employee of the Company or any
Related Corporation. Nothing in the Plan shall be deemed to give any grantee
of any Option the right to be retained in employment by the Company or any
Related Corporation for any period of time.
10. DEATH; DISABILITY.
A. DEATH. If an ISO optionee ceases to be employed by the
Company and all Related Corporations by reason of his or her death, any ISO
owned by such optionee may be exercised, to the extent otherwise exercisable
on the date of his death, by his estate, personal representative or
beneficiary who has acquired the ISO by will or by the laws of descent and
distribution, until the earlier of (i) the specified expiration date of the
ISO or (ii) twelve months from the date of the optionee's death.
B. DISABILITY. If an ISO optionee ceases to be employed by
the Company and all Related Corporations by reason of his or her disability,
such optionee shall have the right to exercise any ISO held by him or her on
the date of termination of employment, for the number of shares for which he
or she could have exercised it on that date, until the earlier of the
specified expiration date of the ISO or twelve months from the date of the
termination of the optionee's employment. For the purposes of the Plan, the
term "disability" shall mean "permanent and total disability" as defined in
Section 22(e)(3) of the Code or any successor statute.
11. ASSIGNABILITY. No Option shall be assignable or transferable by
the grantee except by will, by the laws of descent and distribution or, in
the case of Non-Qualified Options only, pursuant to a valid domestic
relations order. Except as set forth in the previous sentence, during the
lifetime of a grantee each Option shall be exercisable only by such grantee.
Page 4
<PAGE>
12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein
with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may determine. The Committee may from time to
time confer authority and responsibility on one or more of its own members
and/or one or more officers of the Company to execute and deliver such
instruments. The proper officers of the Company are authorized and directed
to take any and all action necessary or advisable from time to time to carry
out the terms of such instruments.
13. ADJUSTMENTS. Upon the occurrence of any of the following events,
an optionee's rights with respect to Options granted to such optionee
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such Option:
A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of
common stock of the Company shall be subdivided or combined into a greater or
smaller number of shares or if the Company shall issue any shares of its
common stock as a stock dividend on its outstanding Common Stock, the number
of shares of Common Stock deliverable upon the exercise of Options shall be
appropriately increased or decreased proportionately, and appropriate
adjustments shall be made in the purchase price per share to reflect such
subdivision, combination or stock dividend.
B. RECAPITALIZATION OR REORGANIZATION. In the event of a
recapitalization or reorganization of the Company (other than in connection
with a transaction described in subparagraph C below) pursuant to which
securities of the Company or of another corporation are issued with respect
to the outstanding shares of common stock, an optionee upon exercising an
Option shall be entitled to receive for the purchase price paid upon such
exercise the securities he or she would have received if he or she had
exercised his Option prior to such recapitalization or reorganization.
C. CHANGE IN CONTROL EVENTS. In the event any Change in
Control Event (as defined below) occurs, each Option then outstanding shall,
immediately prior to such Change in Control Event (except as set forth in
subparagraph E below), become nonforfeitable and exercisable in full. A
Change in Control Event shall mean any of the following:
1. Any transaction in which shares of voting securities of the
Company are sold or transferred by the Company or shareholders
of the Company, as a result of which those persons and entities
who own voting securities of the Company prior to such
transaction own less than fifty percent (50%) of the
outstanding voting securities of the Company after such
transaction;
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2. The merger or consolidation of the Company with or into another
entity as a result of which less than fifty percent (50%) of
the outstanding voting securities of the surviving or resulting
entity are owned by those persons and entities who own voting
securities of the Company prior to such merger or
consolidation; or
3. The sale of all or substantially all of the Company's assets to
an entity of which less than fifty percent (50%) of the
outstanding voting securities of such entity are owned by those
persons and entities who own voting securities of the Company
at the time of such asset sale.
The existence of any Option shall not in any way prevent any Related
Corporation from engaging in any of the transactions described in this
subparagraph C, nor shall it confer any rights upon the holder of any such
Option to participate in any such transaction, except those expressly
conferred by the Plan and the agreement pursuant to which such Option shall
have been granted. Nothing contained in this Plan shall prevent the
assumption of an Option, or the substitution of a new option for an Option,
by any corporation, or the parent or subsidiary of any corporation, that
becomes the employer of an optionee by reason of a merger, consolidation or
acquisition; PROVIDED, HOWEVER, that with respect to an ISO, the following
additional conditions are applicable:
1. the excess of the aggregate fair market value of the shares
subject to the Option immediately after the substitution or
assumption over the aggregate option price of such shares is
not more than the excess of the aggregate fair market value of
the shares subject to the Option immediately before such
substitution or assumption over the aggregate option price of
such shares; and
2. the new option or the assumption of the old Option does not
give the optionee additional benefits that the optionee did not
have under the old Option.
D. MODIFICATION OF ISOS. Notwithstanding the foregoing,
any adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
shall be made only after the Committee, after consulting with counsel for the
Company, determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in Section 424 of the
Code) or would cause any adverse tax consequences for the holders of such
ISOs. If the Committee determines that such adjustments made with respect to
ISOs would constitute a modification of such ISOs or would cause adverse tax
consequences to the holders, it may refrain from making such adjustments.
E. DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, each Option will
terminate immediately prior to the consummation of such proposed action or at
such other time and subject to such other conditions as shall be determined
by the Committee.
F. ISSUANCES OF SECURITIES. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the
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<PAGE>
number or price of shares subject to Options. No adjustments shall be made
for dividends paid in cash or in property other than securities of the
Company.
G. FRACTIONAL SHARES. No fractional shares shall be issued
under the Plan and the optionee shall receive cash in lieu of such fractional
shares.
H. ADJUSTMENTS. Upon the happening of any of the events
described in subparagraphs A, B or C above, the class and aggregate number of
shares set forth in paragraph 4 hereof that are subject to Options which
previously have been or subsequently may be granted under the Plan shall also
be appropriately adjusted to reflect the events described in such
subparagraphs. The Committee shall determine the specific adjustments to be
made under this paragraph 13 and, subject to paragraph 2, its determination
shall be conclusive.
14. MEANS OF EXERCISING OPTIONS. An Option (or any part or
installment thereof) shall be exercised by giving written notice to the
Company at its principal office address, or to such transfer agent as the
Company shall designate. Such notice shall identify the Option being
exercised and specify the number of shares as to which such Option is being
exercised, accompanied by (i) an instrument of accession providing that the
optionee agrees to be bound by the terms, rights and obligations applicable
to "Shareholders" under any applicable shareholders' agreement by and among
the Company and its stockholders, and (ii) full payment of the purchase price
therefor either (a) in United States dollars in cash or by check, (b) at the
discretion of the Committee, through delivery of already-owned shares of
Common Stock having a fair market value equal as of the date of the exercise
to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the lowest
applicable Federal rate, as defined in Section 1274(d) of the Code, (d) at
the discretion of the Committee and consistent with applicable law, through
the delivery of an assignment to the Company of a sufficient amount of the
proceeds from the sale of the Common Stock acquired upon exercise of the
Option and an authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be at the participant's direction at the
time of exercise, or (e) at the discretion of the Committee, by any
combination of (a), (b), (c) and (d) above. If the Committee exercises its
discretion to permit payment of the exercise price of an ISO by means of the
methods set forth in clauses (b), (c), (d) or (e) of the preceding sentence,
such discretion shall be exercised in writing at the time of the grant of the
ISO in question. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by such Option until the date
of issuance of a stock certificate to such holder for such shares. Except as
expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends
or similar rights for which the record date is before the date such stock
certificate is issued.
15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board
on November 5, 1999, subject, with respect to the validation of ISOs granted
under the Plan, to approval of the Plan by the stockholders of the Company at
the next Meeting of Stockholders or, in lieu thereof, by written consent. If
the approval of stockholders is not obtained prior to November 5, 2000, any
grants of ISOs under the Plan made prior to that date will be rescinded. The
Plan shall expire at the end of the day on November 4, 2009 (except as to
Options
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<PAGE>
outstanding on that date). Subject to the provisions of paragraph 5 above,
Options may be granted under the Plan prior to the date of stockholder
approval of the Plan. The Board may terminate or amend the Plan in any
respect at any time, except that, without the approval of the stockholders
obtained within 12 months before or after the Board adopts a resolution
authorizing any of the following actions: (a) the total number of shares that
may be issued under the Plan may not be increased (except by adjustment
pursuant to paragraph 13); (b) the benefits accruing to participants under
the Plan may not be materially increased; (c) the requirements as to
eligibility for grants of ISOs may not be modified; (d) the provisions of
paragraph 3 regarding eligibility for grants of ISOs may not be modified; (e)
the provisions of paragraph 6(B) regarding the exercise price at which shares
may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to paragraph 13); (f) the expiration date of the Plan may not be
extended; and (g) the Board may not take any action which would cause the
Plan to fail to comply with Rule 16b-3. Except as otherwise provided in this
paragraph 15, in no event may action of the Board or stockholders alter or
impair the rights of a grantee, without such grantee's consent, under any
Option previously granted to such grantee.
16. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS. The Committee, at
the written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's
ISOs (or any installments or portions of installments thereof) that have not
been exercised on the date of conversion into Non-Qualified Options at any
time prior to the expiration of such ISOs, regardless of whether the optionee
is an employee of the Company or a Related Corporation at the time of such
conversion. Such actions may include, but shall not be limited to, extending
the exercise period or reducing the exercise price of the appropriate
installments of such ISOs. At the time of such conversion, the Committee
(with the consent of the optionee) may impose such conditions on the exercise
of the resulting Non-Qualified Options as the Committee in its discretion may
determine, provided that such conditions shall not be inconsistent with this
Plan. Nothing in the Plan shall be deemed to give any optionee the right to
have such optionee's ISOs converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Committee takes appropriate
action.
17. CANCELLATION OF OPTIONS. The Board may, in its sole discretion,
in cases involving a serious breach of conduct by an employee or former
employee, or activity of a former employee in competition with the business
of the Company or a Related Corporation, cancel any Option, whether vested or
not, in whole or in part. Such cancellation shall be effective as of the date
specified by the Board. Without limitation, activities which shall constitute
a serious breach of conduct include: (i) the disclosure or misuse of
confidential information or trade secrets; (ii) activities in violation of
the policies of the Company or any Related Corporation, including without
limitation, the Company's insider trading policy; (iii) the violation or
breach of any material provision in any employment contract or agreement
among the employee and any Related Corporation; (iv) engaging in conduct
relating to the optionee's employment with the Company or any Related
Corporation for which either criminal or civil penalties may be sought; (v)
engaging in activities which adversely affects or which are contrary or
harmful to the interests of the Company, any Related Corporation or its
business operations, and (vi) engaging in competition with the Company during
employment or within two (2) years following termination of employment with
the Company or Related Corporation. The determination of whether an employee
or former employee has engaged in a serious breach of conduct or activity in
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<PAGE>
competition with the business of a Related Corporation shall be determined by
the Board in good faith and in its sole discretion.
18. APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of shares pursuant to Options granted under the Plan shall be used
for general corporate purposes.
19. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an
ISO granted under the Plan, each optionee agrees to notify the Company in
writing immediately after he makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.
20. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the making of a Disqualifying Disposition (as defined
in paragraph 19), the vesting or transfer of securities acquired on the
exercise of an Option hereunder, or the making of a distribution or other
payment with respect to such stock or securities, the Company may withhold
taxes in respect of amounts that constitute compensation includible in gross
income. The Committee in its discretion may condition the exercise of an
Option, or the vesting or transferability of restricted stock or securities
acquired by exercising an Option, on the optionee's making satisfactory
arrangement for such withholding. Such arrangement may include payment by the
optionee in cash or by check of the amount of the withholding taxes or, at
the discretion of the Committee, by the optionee's delivery of previously
held shares of Common Stock or the withholding from the shares of Common
Stock otherwise deliverable upon exercise of an Option shares having an
aggregate fair market value equal to the amount of such withholding taxes.
21. GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval
of any governmental authority required in connection with the authorization,
issuance or sale of such shares. Government regulations may impose reporting
or other obligations on the Company with respect to the Plan. For example,
the Company may be required to send tax information statements to employees
and former employees that exercise Options under the Plan, and the Company
may be required to file tax information returns reporting the income received
by grantees of Options in connection with the Plan.
22. GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of Oklahoma, or
the laws of any jurisdiction in which the Company or its successors in
interest may be organized.
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The undersigned hereby certify that they are all the Directors of Logix
Communications Enterprises, Inc. entitled to vote on the foregoing matters
and they hereby consent to the foregoing 1999 Stock Option Plan.
/s/ Everett R. Dobson /s/ Russell L. Dobson
- - ----------------------------- --------------------------
Everett R. Dobson Russell L. Dobson
/s/ Stephen T. Dobson /s/ Dana L. Schmaltz
- - ----------------------------- --------------------------
Stephen T. Dobson Dana L. Schmaltz
/s/ Justin L. Jaschke /s/ Albert H. Pharis, Jr.
- - ----------------------------- --------------------------
Justin L. Jaschke Albert H. Pharis, Jr.
Page 10
<PAGE>
APPROVED FORM OF AGREEMENT
LOGIX COMMUNICATIONS ENTERPRISES, INC. 1999 STOCK OPTION PLAN
LOGIX COMMUNICATIONS ENTERPRISES, INC.
INCENTIVE STOCK OPTION AGREEMENT
This Agreement is made as of November 5, 1999 (the "Date of Grant"),
by and between Logix Communications Enterprises, Inc., an Oklahoma
corporation (the "Corporation"), and GRANTEE NAME. (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Board of Directors of Logix Communications
Enterprises, Inc. (the "Board") adopted, with subsequent shareholder
approval, the Logix Communications Enterprises, Inc. 1999 Stock Option Plan
(the "Plan"); and
WHEREAS, the Plan provides for the granting of stock options by the
Board to key employees of the Corporation to purchase or to exercise certain
rights with respect to the Corporation's shares of Common Stock, with a par
value of $0.01, in accordance with the terms and provisions of the Plan; and
WHEREAS, the Board considers the Optionee to be a person who is
eligible for a grant of stock options under the Plan, and has determined that
it would be in the best interest of the Corporation to grant the incentive
stock options documented herein.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereby agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth
in this Agreement and the Plan, the Corporation hereby grants to the
Optionee, as a stock option, the right to purchase from the Corporation,
during the term of this Option, an aggregate of NUMBER OF SHARES shares
("Option Shares") of the Corporation's Common Stock, with a par value of
$0.01 per share (the "Common Stock"), at an exercise price of $2.67 per share
(the "Option"), said exercise price being not less than 100% of the fair
market value of the Common Stock on the Date of Grant; PROVIDED, HOWEVER,
that if the Optionee owns, immediately prior to the grant of the Option,
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation or a Related Corporation (as
defined in the Plan) ("Ten-Percent Owner"), the exercise price shall be at
least 110% of the fair market value of the Common Stock on the Date of Grant.
This Option is intended to be, and shall be treated as, an "incentive stock
option" as defined in Section 422(b) of the Internal Revenue Code of 1986.
2. VESTING OF OPTIONS. Subject to the provisions of paragraphs 9, 10,
11 and 12 of the Plan and the provisions of this Agreement, the Options granted
herein shall vest at the rate of twenty
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percent (20%) per annum on each annual anniversary of the Date of the Grant.
3. TERM. This Option shall commence on Date of Grant and shall
terminate in accordance with the provisions of paragraph 5 below.
4. INSTALLMENT EXERCISE. Vested Options may be exercisable within
the Term of Option either in full or in two (2) installments, at the election
of the Optionee; PROVIDED, HOWEVER, that as to each installment the amount
due for all shares exercised by the installment must be paid at the time of
exercise.
5. TERMINATION OF OPTION.
(a) The Option and all rights hereunder with respect
thereto, to the extent such rights shall not have
been exercised by Optionee, shall terminate and
become null and void after the expiration of ten (10)
years from the Date of Grant (the "Option Term");
PROVIDED, HOWEVER, that the Option Term with respect
to a Ten-Percent Owner shall be five (5) years from
the Date of Grant.
(b) Upon the occurrence of the Optionee's ceasing for any
reason to be employed by the Employer (such
occurrence being "a termination of the Optionee's
employment"), the Option, may be exercised, to the
extent the Optionee is vested, outstanding and
exercisable upon the termination of employment,
within ninety (90) days following such termination of
employment, except in a case where the termination of
the Optionee's employment is by reason of retirement,
disability or death.
(c) Upon termination of the Optionee's employment by
reason of retirement, disability or death, the Option
shall be immediately vested and may be exercised
during the following periods, but only to the extent
that the Option was, if vested, exercisable on any
such date of retirement, disability or death: (i) the
one-year period following the date of such
termination of the Optionee's employment in the case
of a disability (within the meaning of Section
22(e)(3) of the Code); (ii) the one (1) year period
following the date of death, in the case of the
Optionee's death during Optionee's employment by the
Employer; and (iii) the ninety (90) day period
following the date of such termination in the case of
retirement on or after attainment of age 65, or in
the case of disability other than as described in (i)
above. In no event, however, shall any such period
extend beyond the Option Term set forth in paragraph
5(a) above.
(d) In the event of the death (or if appropriate,
disability) of the Optionee, the Option if otherwise
eligible to be exercised, may be exercised by the
Optionee's legal representative(s).
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<PAGE>
(e) A transfer of the Optionee's employment between the
Corporation and any Related Corporation, or between
any Related Corporations, shall not be deemed to be a
termination of the Optionee's employment.
6. EXERCISE OF OPTIONS.
(a) The Option may be exercised only by written notice to
the Corporation in the form substantially similar
to the form of Exhibit "A," attached hereto; signed
by the Optionee and delivered in person or by
certified or registered mail, return receipt
requested, to the President of the Corporation, or
other authorized representative of the Corporation,
prior to the termination of the Option as set forth
in paragraph 5 above, accompanied by full payment
of the exercise price for the number of shares of
Common Stock being purchased upon such exercise,
unless in the sole discretion of the Compensation
Committee, as allowed by the Plan, an alternative
payment method is agreed to by the Company and
Optionee.
(b) Either at the time the Option is exercised, in whole
or in part, or at any time thereafter as requested
by the Corporation, the Optionee shall make
adequate provision for the federal and state tax
withholding obligations of the Corporation, if any,
which arise in connection with the Option,
including, without limitation, obligations arising
upon (i) the exercise, in whole or part, of the
Option, (ii) the transfer, in whole or in part,
of any shares of Common Stock acquired on
exercise of the Option, (iii) the operation of any
law or regulation providing for the imputation of
interest, or (iv) the lapsing of any restriction
with respect to any shares of Common Stock
acquired on exercise of the Option.
(c) On the exercise date specified in the Optionee's
notice or as soon thereafter as is practicable, the
Corporation shall cause to be delivered to the
Optionee, a certificate or certificates for the
Option Shares then being purchased (out of
theretofore unissued Common Stock or required
Common Stock, as the Corporation may elect) upon
full payment for such Option Shares. The obligation
of the Corporation to deliver Common Stock shall,
however, be subject to the condition that if at any
time the Board shall determine in its discretion
that the listing, registration or qualification of
the Option or the Option Shares upon any securities
exchange or under any state or federal law, or the
consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of,
or in connection with, the Option or the issuance
or purchase of Common Stock thereunder, the Option
may not be exercised in whole or in part unless
such listing, registration, qualification, consent
or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.
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<PAGE>
(d) If the Optionee fails to pay for any of the Option
Shares specified in such notice or fails to accept
delivery thereof, the Optionee's right to purchase
such Option shares may be terminated by the
Corporation. The date specified in the Optionee's
notice as of the date of exercise shall be deemed the
date of exercise of the Option, provided that payment
in full for the Option shares to be purchased upon
such exercise shall have been received by such date.
7. CANCELLATION OF OPTIONS. Except upon the occurrence of a Change
in Control Event, the Board may, in its sole discretion, in cases involving a
serious breach of conduct by the Optionee or activity of an Optionee in
competition with the business of the Corporation, cancel the Option, whether
or not vested, in whole or in part. Such cancellation shall be effective as
of the date specified by the Board. Without limitation, activities which
shall constitute a serious breach of conduct include: (i) the disclosure or
misuse of confidential information or trade secrets; (ii) activities in
violation of the Corporation's policies, including, without limitation, the
Corporation's insider trading policy; (iii) the violation or breach of any
material provision in any employment contract or agreement among the Optionee
and the Corporation; (iv) engaging in conduct relating to the Optionee's
employment with the Corporation for which either criminal or civil penalties
may be sought; and (v) engaging in activities which adversely affect or which
are contrary or harmful to the interests of the Corporation or their
respective business operations. The determination of whether an Optionee has
engaged in a serious breach of conduct or activity in competition with the
business of the Corporation shall be determined by the Board in good faith
exercise of judgment, but in its sole discretion.
8. NON-TRANSFERABILITY OF OPTION. The Option hereunder shall be
exercisable only by the Optionee (or any guardian or other legal
representative of the Optionee, if applicable) and the Option shall not be
transferable except in case of the death of the Optionee, by will or the laws
of descent and distribution. The Option shall not be subject to attachment,
execution or other similar process by any creditor of Optionee. In the event
of (a) any attempt by the Optionee to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option, except as provided for herein, or (b) the
levy of any attachment, execution or similar process upon the rights or
interest hereby conferred, the Corporation may terminate the Option at any
time prior to exercise by Optionee, or Optionee's authorized representative,
by notice to the Optionee, or Optionee's authorized representative, by notice
to the Optionee and it shall thereupon become null and void.
9. CHANGE OF CONTROL. In the event of any Change in Control Event,
as that term is defined in the Plan, each Option then outstanding shall,
immediately prior to such Change in Control Event, be fully vested,
nonforfeitable and exercisable in full at any time within thirty (30) days
after the Change in Control Event, except to the extent previously exercised,
forfeited or terminated. The Board may, in its sole discretion, arrange with
the surviving, continuing or successor corporation, as the case may be, (the
"Acquiring Corporation") to assume the Corporation's rights and obligations
under this Option Agreement or substitute a comparable option for the
Acquiring Corporation's stock for this Option. This Option shall terminate
and cease to be outstanding
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effective as of the date of the Change in Control Event to the extent that
the Option is neither (i) assumed or substituted for by the Acquiring
Corporation on or before the effective date of Change of Control Event nor
(ii) exercised by the Optionee within thirty (30) days after the Change in
Control Event.
10. EFFECT OF CHANGE IN STOCK SUBJECT TO THE OPTION. In the event of
certain corporate events, such as stock splits, the Board has retained the
right, pursuant to the Plan, to increase or decrease the number of Option
Shares, change the kind of shares available under the Option and/or increase
or decrease the exercise price of the Option in order to preserve the
benefits or potential benefits intended to be made available under the Plan.
11. RIGHTS AS A SHAREHOLDER OR EMPLOYEE. The Optionee shall have no
rights of a shareholder with respect to any shares of Common Stock covered by
the Option until the date of the issuance of a certificate or certificates
for the shares for which the Option has been properly exercised. No
adjustments shall be made for dividends or distributions or other rights for
which the record date is prior to the date such certificate or certificates
are issued, except as provided in paragraph 9 above. Nothing in the Option
shall confer upon the Optionee any rights to continue in the employment of
the Corporation or interfere in any way with any right of the Corporation
with respect to the Optionee's employment.
12. BINDING EFFECT. This Option Agreement shall inure to the benefit
of the successors and assigns of the Corporation and be binding upon the
Optionee and the Optionee's heirs, executors, administrators, successors and
assigns.
13. TERMINATION OR AMENDMENT OF THE PLAN. The Board may terminate or
amend the Plan and may amend this Option at any time, PROVIDED, HOWEVER, that
no such termination or amendment may adversely affect vested Options, without
the consent of the Optionee, except as otherwise provided for in the Plan.
14. INTEGRATED AGREEMENT. This Option Agreement and the Plan
constitute the entire understanding and agreement of the Optionee and the
Corporation with respect to the subject matter contained herein and therein,
and there are no agreements, understandings, restrictions, representations,
or warranties among the Optionee and the Corporation other than those as set
forth or provided for herein and therein. To the extent contemplated herein
and therein, the provisions of the Option Agreement and the Plan shall
survive any exercise of the Option and shall remain in full force and effect.
15. APPLICABLE LAW. This Option Agreement shall be governed by the
laws of the State of Oklahoma.
16. SUBJECT TO PLAN. Except as may be specifically set forth herein,
the rights of the Optionee are subject to all of the terms and conditions of
the Plan, the provisions of which are hereby incorporated by reference
herein. The Optionee hereby acknowledges receipt of a copy of the Plan
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<PAGE>
and agrees to be bound by all terms and provisions thereof and further agrees
to accept as binding, conclusive and final all decisions or interpretations
of the Board upon any questions arising under this Option Agreement or the
Plan.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
to be effective as of the Date of Grant.
Logix Communications Enterprises, Inc.
By:
--------------------------------
OPTIONEE:
--------------------------------
GRANTEE NAME
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<PAGE>
EXHIBIT AA@
NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
Logix Communications Enterprises, Inc.
3555 N.W. 58th Street, Suite 1000
Oklahoma City, OK 73112
Gentlemen:
As of the date of this Notice, I hereby irrevocably exercise my
option to acquire _________ shares of the Common Stock of Logix Communications
Enterprises, Inc. for $________ per share in accordance with the terms and
conditions of the Incentive Stock Option Agreement dated as of
___________________, 1999.
Tendered herewith is my payment of $_____________ therefore and I
request that a Certificate for such shares be issued in the name of
_________________________ and delivered to __________________________.
Sincerely,
---------------------------------
GRANTEE NAME
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<PAGE>
MASTER PURCHASE AGREEMENT
BETWEEN
LOGIX COMMUNICATIONS CORPORATION OF OKLAHOMA
AND
NORTHERN TELECOM INC
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLES
<S> <C>
Article 1 - Definitions
Article 2 - Scope of Agreement
Article 3 - Placement of Orders
Article 4 - Price and Payment
Article 5 - Shipment, Title and Risk of Loss
Article 6 - Testing, Turnover and Acceptance
Article 7 - Order Cancellation
Article 8 - Warranty
Article 9 - Nortel's Additional Obligations
Article 10 - Software License
Article 11 - Liability for Bodily Injury, Property Damage and Patent Infringement
Article 12 - Remedies and Limitation of Liability
Article 13 - Continuing Availability
Article 14 - Term and Termination
Article 15 - Confidentiality
Article 16 - Miscellaneous
EXHIBITS:
Exhibit A - Product Annexes
</TABLE>
<PAGE>
MASTER PURCHASE AGREEMENT
This Master Purchase Agreement ("Agreement"), effective as of the 30th day of
June, 1998, is entered into by and between Logix Communications Corporation of
Oklahoma (hereinafter "Company ") with executive offices located at 13439 North
Broadway Extension, Suite 200, Oklahoma City, Oklahoma 7314 and Northern Telecom
Inc. (hereinafter "Nortel"), with offices located at 4001 East Chapel
Hill-Nelson Highway, Research Triangle Park, North Carolina 27709.
WHEREAS, Company is engaged in providing communication services and products,
and providing and maintaining public and private telecommunication networks; and
WHEREAS, Nortel, in conjunction with Nortel Affiliates, is engaged in the
design, development, manufacture and sale of various products and offers
services associated with such products, which can be used in connection with the
telecommunication services, products and networks of Company, and
WHEREAS, Company wish(es) to be able to purchase and/or license various products
and services for delivery and installation in the United States from Nortel,
which Company will use for its own internal use and not for resale or as stock
in trade and Nortel is willing to sell and/or license such products to Company,
subject to the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements herein set forth, the parties agree as follows:
ARTICLE 1. DEFINITIONS
The following words shall have the meanings set forth below. Words in the
singular shall be held to include the plural and vice versa and words of gender
shall be held to include the other gender as the context requires.
1.1 "Acceptance" shall mean that Company has indicated that an ordered
Product is (i) operating in accordance with the applicable Specification; (ii)
operating in accordance with other documentation or criteria which the parties
have mutually agreed to in writing; or (iii) deemed to be accepted pursuant to
criteria set forth in Article 6.
1.2 "Applications" shall mean any program, product, service,
development or invention developed by a party using the Building Blocks,
including any modified or created Building Blocks, created by Company.
1.3 "Building Block(s)" shall mean those Software files provided by
Nortel with Modifiable Software that are manipulatable or which may be
created by Company with such Modifiable Software and which can be used,
created or manipulated by Company to create Applications.
<PAGE>
1.4 "Confidential Information" shall mean all information, including
without limitation, specifications, drawings, documentation, know-how and
pricing information, of every kind or description which may be disclosed by one
party to the other party in connection with this Agreement, provided the
disclosing party shall clearly mark all such information disclosed in writing as
the confidential property of the disclosing party and, in the case of oral
disclosure, the disclosing party shall identify the confidential nature of any
such information at the time of such oral disclosure and shall provide a written
summary of the orally disclosed information to the recipient within fifteen (15)
days of such disclosure.
1.5 "Customer" shall mean entities to whom Company provides
telecommunications services as a result of Company's internal use of the
Products.
1.6 "Customer Information" or "CI" shall mean the information provided
by Company to Nortel in order for Nortel to engineer and/or provide the
components of Systems.
1.7 "Documentation" shall mean the documents which Nortel generally
makes available to its customers containing descriptive, operating,
installation, engineering and maintenance information for Products, including
Specifications, as such documents may be amended from time to time.
1.8 "Effective Date" shall mean the date this Agreement becomes
effective which shall be the date identified above.
1.9 "Extension" shall mean Hardware and/or Software which is engineered
by Nortel and installed and which is added to an Initial System after the
Turnover Date of the Initial System.
1.10 "Hardware" shall mean, individually and collectively, the Nortel
equipment listed in Section 1 of Exhibit A, and shall be deemed to include any
hardware which Nortel adds to its generally available Hardware price lists or so
identifies to Company in a Quotation.
1.11 "Hazardous Material" shall mean any pollutants or dangerous, toxic
or hazardous substances (including without limitation, asbestos) as defined in,
or pursuant to the OSHA Hazard Communication Standard (29 CFR Part 1910, Subpart
Z), the Resource Conservation and Recovery Act (15 USC Section 6901, et seq.),
the Toxic Substances Control Act (15 USC Section 2601, et seq.), the
Comprehensive Environmental Response Compensation and Liability Act (42 USC
Section 9601, et seq.), and any other federal, state or local environmental law,
ordinance, rule or regulation or equivalent law or regulation in the location to
which the Product is shipped by Nortel.
<PAGE>
1.12 "Initial System" shall mean Hardware and Software, inclusive of a
central processor unit, included in a configuration which Nortel identifies as a
System and which is initially engineered by Nortel and installed at a specific
site.
1.13 "Installation Site" shall mean the location or facility identified
in an Order at which the applicable Products will be installed.
1.14 "Licensed Software" shall mean the Software which Company has
licensed pursuant to this Agreement.
1.15 "Merchandise" shall mean any Hardware or other parts or components
which are not ordered as part of a System and with respect to which no
engineering, installation or other Services are provided by Nortel.
1.16 "Modifiable Software" shall mean Software, or a portion of
Software that is identified as such by Nortel in its applicable Documentation,
which Company may have certain rights to modify and potentially create
Applications or Building Blocks in accordance with the applicable Documentation.
1.17 "Non-licensed Software" shall mean Software for which Company has
not yet obtained a license nor paid applicable right-to-use fees, but which
Software may be included with Software loads delivered to Company hereunder.
1.18 "Nortel Affiliate" shall mean Nortel's parent corporation,
Northern Telecom Limited and any corporation controlled directly or indirectly
by Northern Telecom Limited through the ownership or control of shares or other
securities in such corporation.
1.19 "Order" shall mean a numerically controlled purchase authorization
document issued by Company to Nortel specifying the types and quantities of
Products and Services to be furnished by Nortel.
1.20 "Product(s)" shall mean, individually and collectively, the
Hardware, Software, and Documentation, in addition, any product that is placed
on Nortel's standard price list in the future shall be deemed incorporated into
Exhibit A upon agreement of the parties to additional terms and conditions
specified in the applicable Product Annex, if any.
1.21 "Product Annex" shall mean, with respect to a specific Product,
additional or modified terms and conditions as set forth in Exhibit A, inclusive
of but not limited to those that may apply to any Third Party Hardware or Third
Party Software, unique to such Product.
1.22 "Quotation" shall mean a written budgetary or firm price quotation
issued by Nortel to Company for the supply of any Products or Services pursuant
to this Agreement.
<PAGE>
1.23 "Service(s)" shall mean, individually and collectively, any of the
services set forth in this Agreement that Company may acquire from Nortel, such
as but not limited to maintenance, engineering, installation, training, data
management, program management, project management, commissioning, testing,
technical assistance Service with respect to Products and installation, and
consulting.
1.24 "Services Software" shall mean that Software and related
documentation made available by Nortel which may be used by Company for
estimation, planning or information purposes.
1.25 "Ship Date" shall mean the date as agreed to by the parties, on
which a Product ordered by Company is scheduled to be shipped from Nortel's
facility or in the case of Software which is downloaded, the date upon which
such Software is to be downloaded to the System; however, Ship Date shall not
mean the date on which Non-Licensed Software is activated.
1.26 "Software" shall mean (i) computer programs in object code form or
firmware which (a) are owned by, or licensed to, Nortel or any Nortel Affiliates
or suppliers, (b) reside in Product memories, tapes, disks or other media, and
(c) provide basic logic operating instructions and user-related application
instructions, and (ii) documentation associated with such computer programs
which may be furnished by Nortel to Company from time to time, including both
Licensed Software and Non-Licensed Software, but in no event shall Software
include source code.
1.27 "Software Release" shall mean Software or revisions to Software
containing problem fixes, new features and/or enhancements.
1.28 "Specification" shall mean with respect to any Product the
specifications and/or practices set forth in Northern Telecom Practices ("NTPs")
or similar documents published by Nortel which Nortel identifies as the standard
performance specifications and practices for such Product.
1.29 "System" shall mean a configuration of Hardware and Software
providing a specified functionality and includes an Initial System and its
Extensions, if any.
1.30 "Third Party Hardware" shall mean any hardware not of Nortel's
manufacture which shall be deemed to include any such hardware which Nortel adds
to its generally available Third Party Hardware price lists or so identifies to
Company in a Quotation.
1.31 "Third Party Software" shall mean any Software not owned by Nortel
which is included within Licensed Software or Non-Licensed Software.
1.32 "Turnover" shall mean, with respect to any System installed by
Nortel, that Nortel has completed its standard manufacturing, verification
cycle, installation
<PAGE>
and/or agreed-upon test procedures, as applicable and that the System is ready
for acceptance testing by Company.
1.33 "Turnover Date" shall mean, with respect to any Product installed
by Nortel hereunder, the date on which Nortel provides a notice of Turnover to
Company.
ARTICLE 2. SCOPE OF AGREEMENT
2.1 This Agreement sets forth the terms and conditions under which
Company may order Products and/or Services from Nortel. Company may use the
Products itself or use the Products to provide services to others, subject to
the terms and conditions of this Agreement. All Products shall be delivered and
installed in the United States.
2.2 To the extent any terms and conditions set forth in this Agreement
are inapplicable to a Product, the applicable terms and conditions and any
additional terms and conditions for such Product shall be set forth in a Product
Annex.
2.3 If specified in a Product Annex as a requirement, Company shall,
fifteen (15) days prior to each calendar quarter, submit to Nortel a
consolidated non-binding forecast of Products by geographic region, that Company
anticipates purchasing or licensing over the next four (4) calendar quarters. In
addition to the type, quantity and cumulative dollar amount of Products, the
parties may agree upon additional information to be included in such forecast.
2.4 Unless specifically stated otherwise, all references to money or
currency shall be in U.S. dollars and all documentation, correspondence and
communication shall be in the English language.
ARTICLE 3. PLACEMENT OF ORDERS
3.1 when Company desires to order Products and/or Services, Company
shall submit to such person as Nortel shall designate, an Order which shall at a
minimum specify the following, if applicable:
(i) the types and quantities of Products and
Services to be furnished by Nortel;
(ii) the applicable prices, charges and fees with respect to
such Products and Services;
(iii) the location or facility to which the Products
are to be delivered;
(iv) the incorporation by reference of this
Agreement;
(v) the location at which the Product is to be
installed, if known;
<PAGE>
(vi) the requested Ship Date and Turnover Date of the
System; and
(vii) any other information required under this Agreement to
be included in an Order.
3.2 All purchases pursuant to this Agreement shall be made by means of
Orders issued from time to time by Company and accepted by Nortel in writing
within fifteen (15) days after receipt of Order. In the event Nortel fails to
provide its acceptance of an Order in writing within such fifteen (15) day
period, such Order shall be deemed to be accepted provided that no additional or
special terms and conditions have been written on the face of such Order. Nortel
shall have the right to reject any Order, or the applicable portion of such
Order, placed hereunder where Company has another agreement with Nortel for the
provision of the Products or Services requested in such Order.
3.3 All Orders issued by Company pursuant to this Agreement shall refer
to and specifically incorporate this Agreement by reference and the terms and
conditions herein shall govern the transaction resulting from such Order
provided that such Order is accepted by Nortel. Preprinted terms and conditions
set forth in Orders issued by Company, or in any prior Quotations,
acknowledgments or other related documentation issued by any party, shall be
considered void and shall have no force or effect; provided, however, that any
special terms and conditions written on the face of an Order or otherwise
incorporated into such Order shall, upon acceptance in writing by Nortel, and
for such Order only, supersede the specific terms and conditions contained
herein which may be in conflict.
3.4 Company may at any time request additions, alterations, deductions
or deviations to an Order subject to the condition that such changes and any
adjustments resulting from such changes including, but not limited to, schedules
and prices, shall be mutually agreed upon and, if so agreed, subsequently
detailed in a written revision to the applicable Order ("Change Order"). Company
acknowledges that a premium charge may be applied by Nortel should Nortel agree
to process a Change Order outside of its standard Order processing cycle for a
Product or in the event that a Change Order requires an additional amount of
work (such as engineering) to be undertaken to comply with such changes.
3.5 If Company desires to receive a budgetary or firm Quotation from
Nortel for a Product or Service, Company shall submit such request in writing
to Nortel's Director, Commercial Marketing, or such other person as
designated by Nortel. The request for information shall include the
information listed in Section 3.1, as applicable.
3.6 Nortel shall respond in writing to requests for budgetary
Quotations and request for firm Quotations. Unless otherwise specified in the
firm Quotation, such firm Quotation shall be valid for ninety (90) days from the
date of such Quotation. Budgetary Quotations shall be provided for information
and planning purposes only and shall not be
<PAGE>
considered to be a final or firm statement of the Quotation. The Quotations
shall include the following information:
(i) Budgetary Quotations
(a) preliminary Hardware and Software lists;
(b) the estimated charges for the Products;
(c) the estimated charges for Services requested; and
(d) any other information required by Company's
request.
(ii) Firm Quotations
(a) the price to be paid by Company for the
Products, after applying the applicable
discounts, if any;
(b) fixed charges for Services requested;
(c) complete Hardware and Software lists and project
schedules; and
(d) any other information required by Company's
request.
3.7 The Ship Date shall be based on Nortel's standard intervals for the
applicable Product; however, the parties shall always mutually agree on the Ship
Date and take into consideration any unique aspect of the applicable project.
3.8 Orders may be issued either electronically, such as through
electronic data interchange, or via traditional manual methods, as mutually
agreed to by the parties.
ARTICLE 4. PRICE AND PAYMENT
4.1 Nortel shall charge Company for each Product and/or Service ordered
by Company in accordance with the prices set forth in each accepted Order, which
prices shall be based upon prices identified in one of (i) a Product Annex, (ii)
a Firm Quotation, (iii) Nortel's then current prices or (iv) as specified
elsewhere in this Agreement or as otherwise mutually agreed in writing.
4.2 Nortel's prices, if set forth in Exhibit A, may be revised by
Nortel no more than once each calendar year, by providing sixty (60) days
prior written notice to Company. Such notice shall specify the effective date
of the price change and shall apply to all Orders received by Nortel on or
after the effective date of the price change. However, in the event there is
a recognized industry-wide shortage of a component that is incorporated in a
Product, Nortel may increase the price of such Product, following the
provision of written notice to Company fifteen (15) days prior to the
effective date of such increase or such shorter date as is mutually agreed in
view of the shortage. The price increase of such Product shall be limited to
the increase in cost of such component for that Product, plus an appropriate
markup, for the period of time during which such recognized shortage exists.
Following the implementation of a price increase due to a component shortage,
the parties shall jointly review every three (3) months or at such other time
as is mutually agreed, in good faith, whether such component shortage still
exists. If the component shortage has abated, the parties shall jointly
determine whether there still is a need for such price increase.
<PAGE>
4.3 Nortel shall promptly extend to Company any price reductions made
by Nortel in its generally available, then current list prices for Products
and/or Services. Such price reduction shall apply to all Orders received on or
after the effective date of such price reduction.
4.4 Nortel shall invoice Company for Products and Services ordered as
follows, unless otherwise agreed to in writing:
(i) for Systems, whether or not installation has been
ordered from Nortel, one hundred percent (100%) of the price
of the Products on the Ship Date, one hundred percent (100%)
of the price of any Services upon the date of completion of
such Services, except with respect to installation Services,
if any, which shall be billed one hundred percent (100%)
upon Turnover. Except for installation Services, for
Services that have a duration of more than one (1) month to
complete, Nortel may invoice Company monthly for that
portion of such Services which have been performed as of
such invoicing date.
(ii) for Merchandise or Documentation provided on a
furnish-only basis, one hundred percent (100%) of the total
price on the Ship Date; and
(iii) for Orders covering Services only, one hundred percent
(100%) of the price for such Service following completion of
performance, except for recurring support Services which
shall be billed quarterly in advance unless otherwise
agreed. Some Services may be subject to monthly rates as set
out iii a Product Annex or separate Service agreement. To
the extent that the provisions indicated above differ, such
differences shall be documented in the applicable Product
Annex or separate Service agreement and such provisions
shall take precedence.
4.5 Each invoice shall be paid in full within thirty (30) days after
the date of such invoice. In the event that Company does not pay an invoice in
full within such thirty (30) day period, then Nortel may charge Company interest
on the portion of such outstanding invoice, from day thirty one (31) forward, at
the rate of one and one half percent (1.5%) simple compound interest per month,
or such lesser amount as may be the maximum permissible rate under applicable
law, until such time as the outstanding invoice is paid. In addition, Company
agrees to pay all collection costs and reasonable legal fees incurred by Nortel
as a result of late payment or non-payment by Company.
ARTICLE 5. SHIPMENT, TITLE AND RISK OF LOSS
5.1 Risk of loss and damage to Products shall pass to Company upon
delivery to the loading dock at the Installation Site or other delivery location
specified by Company in an Order. Company shall keep such Products fully insured
for the total amount then due Nortel for such Products. Company shall pay
transportation charges,
<PAGE>
including insurance, associated with the shipment of Products, however if the
parties agree, Nortel shall prepay transportation charges, and insurance for
delivery of Products to the Installation Site, or other designated receiving
point as specified in an Order. The charges therefore shall be invoiced by
Nortel and paid by Company to Nortel in accordance with Article 4 above.
5.2 Good title to Hardware furnished hereunder, free and clear of all
liens and encumbrances, shall vest in Company upon full payment to Nortel of the
total amount payable by Company for such Hardware and any related Licensed
Software or Services ("Total Fee") furnished by Nortel in connection with such
Hardware. Prior to payment for such Product, Company shall not sell or lease the
Hardware, or allow any liens or encumbrances to attach to the Hardware or
Licensed Software, or remove the Hardware or Licensed Software from the
Installation Site without the prior written consent of Nortel, such consent not
to be unreasonably withheld.
5.3 If Company notifies Nortel prior to a Shipment Date that Company
does not wish to receive such Products on the Shipment Date, or the Installation
Site or other delivery location is not prepared in sufficient time for Nortel to
make delivery in accordance with such date, or Company fails to take delivery of
any portion of such Products, Nortel may place the applicable Products in
storage. In that event, Company shall be liable for all additional costs thereby
incurred by Nortel. Delivery by Nortel of any Products to a storage location as
provided above shall be deemed to constitute delivery of the Products to Company
for purposes of this Agreement, including, without limitation, provisions for
payment, invoicing, passage of risk of loss, and commencement of the warranty
period.
5.4 Company grants to Nortel and/or its agents a purchase money
security interest in the Hardware and its proceeds or such other similar
protection as may be available in the applicable jurisdiction. Until the Total
Fee has been paid to Nortel, Company shall cooperate with Nortel in preserving
and perfecting Nortel's purchase money security interest in the Products and
Company shall promptly (a) execute and deliver to Nortel such financing
statements as Nortel may require and (b) execute and deliver to Nortel such
other agreements, documents and instruments as Nortel may require to perfect and
maintain the validity, effectiveness and priority of the security interest
created or intended to be created by this Agreement. Company authorizes Nortel
to file one or more financing or continuation statements and amendments thereto,
relating to all or any part of the Products without signature of the Company
where permitted by law. A carbon, photographic or other reproduction of this
Agreement or of any financing statement covering the Products or any part
thereof shall be sufficient as a financing statement and may be filed as a
financing statement. Company shall not sell, lease or otherwise transfer the
Products or any portion thereof or allow any liens or encumbrances to attach to
such Products or any portion thereof prior to payment in full of the Total Fee.
<PAGE>
ARTICLE 6. TESTING, TURNOVER AND ACCEPTANCE
6.1 If Nortel has installed a Product, upon completion of such
installation Nortel shall test the Product in accordance with Nortel's Turnover
procedures to verify that such Product functions substantially in accordance
with the applicable Specifications. Upon completion of such verification, Nortel
shall provide to Company a written notice of Turnover. Company shall be
permitted an opportunity to have an appropriately qualified individual in
attendance to observe the performance of such tests, however, the absence of
such Company individual for any reason shall not invalidate the tests nor be a
reason for Company to withhold Acceptance.
6.2 Within ten (10) business days after the Turnover Date, Company
shall either accept the Product in writing, or notify Nortel in writing,
specifying in reasonable detail Those particulars in which, in Company's
opinion, the Product is not in material conformance with the Specifications. If
Acceptance does not occur within such ten (10) days after the Turnover Date and
Company has not indicated to Nortel in writing its basis for not accepting such
Product, then Acceptance shall be deemed to have occurred.
6.3 If Nortel does not install Products furnished hereunder, Nortel
shall, prior to delivery of the Products, perform such factory tests as Nortel
determines to be appropriate in order to confirm that such Products perform
substantially in accordance with the applicable Specifications. Company shall be
deemed to have accepted the Products based upon such tests and Acceptance shall
be deemed to have occurred upon the Ship Date. In the event Company or any other
entity intends to perform installation of a Product, (except for installation of
a Product which is not permitted to be installed other than by Nortel, as
specified in the applicable Product Annex) Company or such entity may be
required to complete prerequisite training or certification prior to Company
being allowed to install such Product.
6.4 In the event Company is utilizing any Product in a
revenue-generating capacity, Acceptance shall be deemed to have occurred without
limitation or restriction, upon the date of placement of such Product into
revenue.generating service.
6.5 Products, such as Merchandise, which are purchased separately from
a System, shall be deemed accepted upon the Ship Date. Services which are
purchased separately from a Product shall be deemed to be accepted upon
completion of such Services or upon specific milestones as may be identified in
a Product Annex.
6.6 Company shall not unreasonably withhold Acceptance. Nortel shall
correct any deficiencies identified by Company in the manner described in this
Article in the Products whereby such Products do not meet the performance
criteria set forth in the Specifications. when Nortel has corrected such
deficiencies, Company shall accept the Product in writing. Company's failure to
either accept or provide notice of non-conformance within the time frame from
the Turnover Date, as prescribed in Section 6.2, shall constitute Acceptance of
the Product.
<PAGE>
6.7 Following Acceptance of a Product, Company shall execute Nortel's
Acceptance notice, confirming Acceptance without any conditions, restrictions,
or limitations of any nature whatsoever.
6.8 Acceptance shall not be withheld or postponed due to:
(i) Deficiencies of such Products resulting from causes not
attributable to Nortel, such as, but not limited to (a)
material change or inaccuracy of Customer Information, (b)
inadequacy or deficiencies of any materials, information,
facilities or services provided directly or indirectly by
Company and tested in conjunction with the applicable
Products, or spurious outputs from adjacent material, or (c)
other conditions external to the Products which are beyond
the limits specified by Nortel in the Specifications for the
Products; or
(ii) Minor deficiencies or shortages with respect to such
Products which are attributable to Nortel, but of a nature
that do not prevent operation of the Products in
revenue-generating service.
6.9 With respect to any deficiencies of the type described in Section
6.8(i), Nortel shall at Company's request and expense assist Company in the
elimination or minimization of any such deficiencies. With respect to any
deficiencies or shortages as described in Section 6.8(ii), Nortel shall, at
Nortel's expense, correct any such deficiencies or shortages within thirty (30)
days of the date of Acceptance or as otherwise agreed by the parties.
6.10 In the event Company notifies Nortel of non-acceptance of a
Product and Nortel personnel travels to the Installation Site to remedy such
non.acceptance and determines that non-acceptance is due to a deficiency of the
type described in Section 6.8(i), Nortel will invoice Company for investigation
of the matter. In addition to the standard labor rate for Nortel's personnel who
travel to the Installation Site, Nortel will invoice Company for the reasonable
travel and living expenses incurred by such personnel.
<PAGE>
ARTICLE 7. ORDER CANCELLATION
7.1 In the event Company cancels all or any part of an Order, Company
shall pay to Nortel a cancellation charge for each Product or each item of Third
Party Hardware or Third Party Software that has been canceled in accordance with
the schedule set forth in the applicable Product Annex.
7.2 Orders for Products That have been shipped by Nortel or Nortel's
supplier may not be canceled. Furthermore, Orders for Products which Nortel
customizes in accordance with a specific Company request or which are private
labeled products, may not be canceled.
ARTICLE 8. WARRANTY
8.1 Nortel warrants that for a period of twenty-four (24) months from
the Ship Date of a System the Hardware contained in such System under normal use
and service will be free from defective material and faulty workmanship and
shall comply with the applicable Specification. The warranty period for
Merchandise shall be ninety (90) days from the Ship Date of such Merchandise.
The foregoing warranties shall not apply to items normally consumed during
operation of a System such as, but not limited to, lamps and fuses.
8.2 Nortel warrants that any installation Service performed by Nortel
with respect to a System will be free from defects in workmanship for a period
of twelve (12) months from the completion date of such Service.
8.3 Nortel warrants that any Licensed Software shall function during
the warranty period of the Hardware with respect to which such Licensed Software
is furnished without any material, service-affecting, non-conformance to the
applicable Specifications. Licensed Software that is delivered separately from
Hardware is warranted for a period of twelve (12) months from the applicable
Ship Date. If the Licensed Software fails to so function, Company's exclusive
remedy and Nortel's sole obligation under this warranty is for Nortel to correct
such failure through, at Nortel's option, the replacement or modification of the
Software or such other actions as Nortel reasonably determines to be
appropriate, all within a reasonable time having regard to all of the
circumstances and failing which the parties agree to negotiate a commercially
reasonable solution. Any modification to the Software not performed by Nortel,
other than with respect to Modifiable Software, shall void this warranty.
8.4 If Hardware is not free from defects in material or workmanship and
fails to comply with the applicable Specification during the warranty period,
Nortel will repair, replace or modifY the defective Hardware so that it
substantially complies with the applicable Specification. The warranty service
shall be performed at the Installation Site or Nortel's facility as determined
by Nortel. If Nortel is unable to repair or modify the defective Hardware within
a reasonable period of time so that such Hardware conforms to the applicable
Specification, Nortel shall replace the defective Hardware
<PAGE>
with hardware that conforms to such Specification. Nortel's sole obligation and
Company's exclusive remedy under the warranty provisions of this Article with
respect to Hardware and installation Services shall be limited to repair,
modification or replacement of the defective Hardware or correction of the
defective installation Services.
8.5 Replacement Hardware may be new or reconditioned at Nortel's
option. Notwithstanding the foregoing, the warranty period of Hardware which has
been subject to repair or replacement by Nortel shall commence upon the Ship
Date of the repaired or replacement Hardware to Company and shall expire on the
later of ninety (90) days or the last day of the original warranty period with
respect to the Hardware which was repaired or replaced. The warranty period of
Licensed Software which has been corrected, due to a material non-conformance
found in such Licensed Software, shall expire on the later of ninety (90) days
from the Ship Date of the corrected Licensed Software to Company or the last day
of the original warranty period with respect to such Licensed Software.
8.6 Nortel warrants that its Products shall comply in all material
aspects with all applicable laws and regulations in force known to Nortel, which
are in force on the date of the applicable Order therefor, which laws or
regulations directly impose obligations upon any manufacturer, seller or
installer of such Products.
8.7 The performance by Nortel of any of its obligations described in
this Article 8 shall not extend the applicable warranty period.
8.8 The warranties set forth in this Article shall not apply to any
Products where the defect or non-conformance is due to (i) accident, fire,
explosion, power failure, power surge or other power irregularity, lightning,
alteration, abuse, misuse or repair not performed by Nortel; (ii) improper
storage; (iii) failure to comply with all applicable environmental requirements
for the Product as specified by Nortel or any other applicable supplier, such as
but not limited to temperature or humidity ranges; (iv) improper performance of
installation, maintenance, operation or other service in connection with the
Product, provided such service was not performed by Nortel or on Nortel's
behalf; (v) use in conjunction with an incompatible product or a product not
purchased under this Agreement; (vi) any error, act or omission by anyone other
than Nortel; or (vii) where written notice of the defect has not been given to
Nortel within the applicable warranty period. The warranties set forth in this
Article shall not apply to Third Party Software or Third Party Hardware,
provided however that Nortel shall assign to Company (to the extent of Nortel's
right to do so) the warranty rights granted to Nortel by the appropriate vendor.
8.9 Unless Nortel elects to repair or replace defective Hardware at
Company's facility, all Hardware to be repaired or replaced, whether in or out
of warranty, shall be packed by Company in accordance with Nortel's
instructions. Nortel shall use reasonable efforts to ship repaired or
replacement Hardware within thirty (30) days of receipt of the defective
Hardware. To facilitate the processing of the defective Hardware returned
<PAGE>
hereunder, Nortel may ship replacement Hardware prior to Nortel receiving the
defective Hardware. In the event Company fails to return defective Hardware and
Nortel has shipped such replacement Hardware, Nortel shall invoice Company, at
Nortel's applicable, then-current pricing for such replacement Hardware thirty
(30) days after the Ship Date of such replacement Hardware. If mutually agreed,
Nortel will make repairs on-site at charges set forth in the then-current
agreement between the parties for on-site repairs, or if no such agreement
exists, at Nortel's then-current charge for such repairs.
8.10 If the Hardware returned to Nortel pursuant to the immediately
preceding paragraph is determined by Nortel to be beyond repair and is outside
the warranty period, Nortel shall notify Company and if requested Nortel shall
sell Company replacement Hardware at the then-current contract price between the
parties for such Hardware. If no such contract exists, Nortel shall sell such
replacement Hardware at Nortel's then-current price for such Hardware.
8.11 Company shall bear risk of loss and shall pay for all
transportation charges for Hardware returned to Nortel and Nortel shall bear
such risk and pay for transportation charges for repaired or replacement
Hardware shipped to Company.
8.12 Nortel and Nortel's suppliers, as appropriate, shall not have any
responsibility to Customers for warranties offered by Company to such customers
and Company hereby indemnifies and holds harmless Nortel and Nortel's suppliers,
as appropriate, from any claims, damages or liabilities arising out of' or
relating to, any warranties offered by Company to such customers.
8.13 THE WARRANTIES, CONDITIONS AND REMEDIES SET FORTH HEREIN
CONSTITUTE THE ONLY WARRANTIES, OBLIGATIONS OR CONDITIONS OF NORTEL WITH RESPECT
TO THE PRODUCTS AND SERVICES AND ARE COMPANY'S SOLE AND EXCLUSIVE REMEDIES IN
THE EVENT SUCH WARRANTIES OR CONDITIONS ARE BREACHED. THEY ARE IN LIEU OF ALL
OTHER WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. NORTEL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST REVENUES OR PROFITS OR OTHER
ECONOMIC LOSS OF ANY NATURE WHATSOEVER ARISING OUT OF NORTEL'S BREACH OF
WARRANTY OR CONDITION.
ARTICLE 9. NORTEL'S ADDITIONAL OBLIGATIONS
9.1 Nortel shall make training available to representatives of Company
with respect to the operation, configuration, installation, service, maintenance
and support of the Products at Nortel's Then current prices and at Nortel's
facilities, subject to course and class availability.
<PAGE>
9.2 Upon request, Nortel shall provide Company with copies of its then
current training catalogue. Company shall provide Nortel with a reasonable
number of names and addresses of people to whom this catalogue should be sent
Upon the request of Company, Nortel shall provide to Company such additional
training as Company requests, at a time and place mutually agreed upon and at
the prices to be quoted for such training. The cancellation fees set forth in
the training catalogues shall apply.
9.3 Nortel shall include its standard Documentation package, if any,
with each shipment of a Product. Nortel shall make the Documentation available
on its choice of media, which may include CD-ROM or other electronic media.
Nortel shall provide Company with any other Documentation that is ordered at its
then-current pricing therefor. Documentation provided via Nortel's CD-ROM media
may be printed and copied and Documentation provided in paper format may be
copied, to the extent such Documentation so provides, and only to the extent
such printing or copying is necessary for the operation and maintenance of the
Products to which the Documentation pertains. However, Company may not press any
copies of CD-ROM discs.
9.4 During the term of this Agreement Company may acquire at Nortel's
then-current rates therefor various support Services from Nortel in connection
with the Products Company acquires from Nortel. These Services include, but are
not limited to the following: technical assistance Services, installation
Services, hardware maintenance Services, software maintenance Services and parts
repair and replacement Services.
ARTICLE 10. SOFTWARE LICENSE
10.1 Company acknowledges that the Software may contain programs which
have been supplied by, and are proprietary to, Third Party Software vendors. In
addition to the terms and conditions herein, Company shall abide by any
additional terms and conditions specified in a Product Annex with respect to any
Software provided by any Third Party Software vendor.
10.2 Upon Company's payment to Nortel of the applicable fees with
respect to any Software furnished to Company pursuant to this Agreement, Company
shall be granted a personal, non-exclusive, paid-up license to use the Software
furnished to Company only in conjunction with Company's use of the Hardware with
respect to which such Software was furnished for the life of that Hardware as it
may be repaired or modified. Company shall be granted no title or ownership
rights to the Software, which rights shall remain in Nortel or its suppliers.
10.3 As a condition precedent to this license and to the supply of
Software by Nortel pursuant to the Agreement, Nortel requires Company to give
proper assurances to Nortel for the protection of the Software. Accordingly, all
Software supplied by Nortel under or in implementation of the Agreement shall be
treated by Company as the exclusive property, and as proprietary and a trade
secret, of Nortel and/or its suppliers, as appropriate, and Company shall: a)
hold the Software, including, without limitation, any methods or concepts
utilized therein in confidence for the benefit of Nortel and/or its
<PAGE>
suppliers, as appropriate, b) not provide or make the Software available to any
person except to its employees on a 'need to know' basis; c) not reproduce,
copy, or modify the Software in whole or in part except as authorized by Nortel;
d) not attempt to decompile, reverse engineer, disassemble, reverse translate,
or in any other manner decode the Software; e) issue adequate instructions to
all persons, and take all actions reasonably necessary to satisfy Company's
obligations under This license; and f) forthwith return to Nortel, or with
Nortel's consent destroy i) upon termination of the license for any reason or
ii) upon receipt of replacement, modified, or updated Software, any magnetic
tape, disc, semiconductor device or other memory device or system and/or
Documentation or other material, including, but not limited to all printed
material furnished by Nortel to Company.
10.4 The obligations of Company hereunder shall not extend to any
information or data relating to the Software which is now available to the
general public or becomes available by reason of acts or failures to act not
attributable to Company.
10.5 Nortel may, from time to time, issue updates to the Software and,
upon Buyer's payment of applicable Right to Use Fees or Software License Fees,
if any, shall license these updates to Buyer. Nortel shall classify such updates
as either: 1) Incremental Software Upgrades ("ISUs"), designed to correct any
non-conformance to the applicable Software specifications or 2) enhancements
which will provide additional features ("Enhancement"). Updates to Software,
classified as ISUs by Nortel, will be provided at no cost to Buyer.
Notwithstanding the foregoing, ISUs and Enhancements shall not include the cost
of any associated hardware that may be required to update such ISUs. Updates
classified as Enhancements by Nortel, which will be used by Buyer in its
operations shall be made available to Buyer on a billable basis. In the event
Nortel determines that the update includes both ISUs and Enhancements which will
be used by Buyer in its operations, such update shall be made available to
Buyer. If Buyer elects to receive the update, Nortel shall invoice Buyer only
for amount determined by Nortel to be attributed to the Enhancements contained
in such update.
10.6 Neither Company nor any successor to Company's title in the
applicable Hardware shall have the right to (i) assign this license as to The
applicable Software to any other party who acquires legal title to such
Hardware, or (ii) sublicense the rights herein granted as to such Software to
any person who subsequently acquires the right to use such Hardware unless
agreed to in writing by both Nortel and Company. Such consent shall not be
unreasonably withheld.
10.7 Company shall indemnify and hold Nortel and its suppliers, as
appropriate, harmless from any loss or damage resulting from a breach of this
Article 10. The obligations of Company under this Article 10 shall survive the
termination of the Agreement and shall continue if the Software is removed from
service.
<PAGE>
NON-LICENSED SOFTWARE
10.8 Certain Software delivered by Nortel may include Non- Licensed
Software. Non-Licensed Software includes (i) any Software for which the
applicable RTU fees have not been paid, and (ii) Software for which a periodic
RTU fee has expired and the applicable additional RTU fees have not been paid.
Company shall submit to Nortel an Order for any Non-Licensed Software that
Company desires to license.
10.9 when Non-Licensed Software is placed into service, the applicable
RTU fees, if any, shall be payable. Company shall also have the option to pay
the applicable RTU fees for any Non- Licensed Software upon installation of a
Software load containing such Non-Licensed Software.
10.10 To ensure Company's proper activation and/or usage of only the
appropriate Software, Company shall complete the appropriate form designated by
Nortel prior to the activation and/or usage by Company of any Non-Licensed
Software. Company shall identify all Software desired to be activated and/or
used (including the number of lines or other units activated, if applicable) in
each System and shall transmit such form to Nortel.
10.11 Nortel shall promptly review any form submitted pursuant to
Section 10.10 and respond in writing, identifying whether (i) any applicable
prerequisite Hardware or Software is required by Company prior to activation
and/or usage of the applicable Software, or (ii) whether the use of such
Software requires Nortel to determine whether the current system configuration
will require additional elements, such as Hardware, other hardware and/or
memory, prior to activation and/or usage; or (iii) whether Company can use such
Software without the addition of any additional Hardware or Software.
10.12 Nortel reserves the right to access by remote polling any site in
which Software was installed to determine which Software has been activated.
Such polling shall be done so as not to unreasonably interfere with Company's
use of the Product.
10.13 Nortel shall issue invoices to Company, in addition to those
amounts previously invoiced, for amounts found to be payable as a result of
Company's activation and/or usage of any Software which Nortel discovers as a
result of the remote polling of a site and for which Company has not previously
paid the appropriate fee.
10.14 The warranty period for Software activated later than the
original Ship Date of the Software load shall be as stated in the Agreement for
such original Software load and shall not be extended to provide for an
additional period of warranty based upon the date individual features or units
are activated and/or utilized by Company or the date Company pays any applicable
right-to-use fees.
<PAGE>
10.15 If requested by Company, Nortel shall provide the Software
support Services specified in Article 9 or in a Services agreement provided that
Company maintains the Software within at least two previous Software Releases or
as otherwise specified in the Services agreement.
MODIFIABLE SOFTWARE
10.16.1 Notwithstanding anything to the contrary above, upon payment to
Nortel of the applicable fees, Nortel hereby grants to Company, subject to the
applicable terms and conditions of this Agreement, a personal, non-transferable,
non-assignable and non-exclusive right to modify Software which Nortel
identifies as modifiable in its Documentation solely for the purpose of
modifying and creating Building Blocks and Applications. Upon the modification
or creation of any Applications, or the modification or creation of any Building
Blocks, Nortel shall have no obligations with regard to warranty under Article 8
or indemnity under Article 11 for such Applications or Building Blocks.
10.16.2 Nothing contained in this Section 10.16 shall transfer, or be
deemed to transfer, or contemplate the transfer of, any rights in or to the
Software other than those rights specifically granted herein, and in particular
but without restricting the generality of the foregoing, Nortel does not in any
way transfer any right, title or interest in or to the Software or any element
constituting a portion thereof to Company, other than the right of Company to
modify or create Building Blocks and Applications.
10.16.3 For any Building Blocks and Applications created solely by
Company, and for all modified portions of the Nortel-provided Building Blocks
with respect to such modified portion only, Company shall own all forms of
intellectual property rights (including but not limited to patent, trade secret,
copyright and mask rights) pertaining to such Applications, Building Blocks or
portions thereof and shall have the right to file for or otherwise secure and
protect such rights. For all such Company created Applications or Building
Blocks or modified portions of Building Blocks, the parties shall, on a case by
case basis, negotiate in good faith to determine whether Company may desire to
license any such Applications or Building Blocks to Nortel.
10.16.4 For any Application created solely by Nortel, and for the
Nortel-provided Building Blocks, Nortel shall own all forms of intellectual
property rights (including but not limited to patent, trade secret, copyright
and mask rights) pertaining to such Applications or Building Blocks and shall
have the right to file for or otherwise secure and protect such rights. For all
such Nortel Applications or Building Blocks, Company may license any such
additional Nortel Products upon Nortel making such generally available to its
customers.
10.16.5 In the event Company and Nortel intend to jointly create
Applications or Building Blocks, the parties shall mutually agree as to
applicable terms and conditions.
<PAGE>
SERVICES SOFTWARE
10.17.1 With respect to Services Software, Company shall: i) utilize
such Services Software and the results thereof solely for the purposes described
Section 1.24; and ii) comply with additional terms, if any, applicable to such
Services Software as specified in a Product Annex. Nortel may, at any time and
without liability or obligation to Company, modify the Services Software, any
computer equipment of Nortel or suppliers used in connection with such Services
Software, and identification codes, manuals or other information or
Documentation used in connection with the Services Software.
10.17.2 SERVICES SOFTWARE IS PROVIDED AS IS AND WITHOUT WARRANTY OR
CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. NORTEL DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY
BE OBTAINED BY USING SERVICES SOFTWARE. COMPANY ASSUMES RESPONSIBILITY FOR THE
SELECTION OF THE SERVICES SOFTWARE TO ACHIEVE COMPANY'S INTENDED RESULTS, AND
FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SERVICES SOFTWARE. IN
NO EVENT WILL NORTEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES OR LOST REVENUES OR PROFITS OR OTHER ECONOMIC LOSS OF
ANY NATURE WHATSOEVER ARISING OUT OF NORTEL'S BREACH OF WARRANTY OR CONDITION.
ARTICLE II. LIABILITY FOR BODILY INJURY, PROPERTY DAMAGE AND PATENT INFRINGEMENT
11.1 A party hereto shall defend the other party against any suit,
claim, or proceeding brought against the other party for direct damages due to
bodily injuries (including death) or damage to tangible property which allegedly
result from the negligence or willful misconduct of the defending party in the
performance of this Agreement. The defending party shall pay all litigation
costs, reasonable attorney's fees, settlement payments and such direct damages
awarded or resulting from any such suit, claim or proceeding.
11.2 Nortel shall defend Company against any suit, claim or proceeding
brought against Company alleging that the sale to, or use by Company of, any
Products, excluding Third Party Hardware or Third Party Software, furnished
hereunder infringes any patent ("Infringement Claim"). Nortel shall pay all
litigation costs, reasonable attorney's fees, settlement payments and damages
awarded or resulting from any such suit, claim or proceeding. With respect to
Third Party Hardware or Third Party Software, Nortel shall assign any rights
with respect to infringement of patents granted to Nortel by the supplier of
such items to the extent of Nortel's right to do so.
<PAGE>
11.3 Nortel's cumulative liability, pursuant to this Article 11 and
including its costs and expenses incurred in satisfying its obligations set
forth below, shall for each Infringement Claim, not exceed one hundred percent
(100%) of the purchase price of the Product giving rise to the Infringement
Claim.
11.4 Nortel shall not be liable and Company shall indemnify Nortel for
any costs incurred by Nortel or liabilities of Nortel arising under this Article
in excess of the amounts so stated above.
11.5 Nortel shall have no liability, in respect of any Infringement
Claim based on the use of a Product in the event such Product: (a) is
manufactured, designed or supplied by Nortel in accordance with any design or
any special instruction furnished by Company, (b) is used by Company in a manner
or for a purpose not contemplated by this Agreement, (c) is used by Company in
combination with other products not provided by Nortel, including, without
limitation, any software developed solely by Company through the permitted use
of Products furnished hereunder, provided the Infringement Claim arises from
such combination or the use thereof, (d) is modified by Company where such
modification is not authorized by Nortel, or (e) is used or located by Company
in a location other than the location in which and for which it was supplied by
Nortel. In the excepted cases stated above, Company shall indemnify and hold
Nortel harmless against any loss, cost, expense, damage, settlement or other
liability, including, but not limited to, attorneys' fees, which may be incurred
by Nortel with respect to any suit, claim, or proceeding described in this
Section 11.5.
11.6 Nortel shall not be liable for, and Company shall indemnify Nortel
in respect of, any damages awarded based on Company's willful, knowing or
deliberate infringement of a patent, copyright, trade secret, trademark or other
proprietary right where such infringement results in a pecuniary damage award.
11.7 Nortel may provide Company with notice of an actual or potential
Infringement Claim. Nortel shall consult with Company regarding the Infringement
Claim and the course of action to be pursued as a result thereof. In the event
the parties fail to agree on a satisfactory course of action for dealing with
the matter, Company may either:
(i) return to Nortel the affected portion of the Product(s)
in return for a refund of the depreciated value (as carried
on the books of Company) of the Product(s) so returned; or
(ii) continue to use the Product(s) at Company's own risk.
11.8 Nortel shall not be liable for, and Company shall indemnify Nortel
in respect of any Infringement Claim(s) where Nortel has provided notice to
Company of the Infringement Claim(s) and Company elects to continue its use of
the Product(s) covered by the Infringement Claim.
<PAGE>
11.9 If as a result of an Infringement Claim, other than those
contemplated above, an injunction is obtained against Company's use of any
Product, Nortel shall, at Nortel's option:
(i) procure for Company the right to continue
using the alleged infringing Product(s);
(ii) replace or modify the same with equivalent or
better Product(s) so that Company's use is
non-infringing; or
(iii) accept return of the affected portion of the
Product(s) and refund to Company the depreciated
value (as carried on the books of Company) of the
Product(s) so returned.
11.10 The defense of any claim which is predominantly covered by the
provisions of the Agreement shall be controlled by the party upon whom the
majority of the ultimate liability is likely to be imposed. Such controlling
party shall give the other party a reasonable opportunity to participate in
negotiation or defense of the claim so that such other Party may reasonably
protect its own interests. Neither Party shall be liable for any settlement
obligation incurred without its written consent.
11.11 Company shall waive any and all claims that Company may have
against Nortel that Company may have due to any use by Company of Modifiable
Software and any modification Company may have made to a Product as a result of
such use. Further, Company shall be responsible for any additional hardware,
software or services required as a result of such use.
11.12 THE REMEDIES SET FORTH IN THIS ARTICLE 11 ESTABLISH THE ENTIRE
OBLIGATION OF THE PARTIES IN REGARD TO CLAIMS RELATING TO INTELLECTUAL PROPERTY
RIGHTS INCLUDING CLAIMS DIRECTED TO THE INFRINGEMENT OF PATENTS, COPYRIGHT,
TRADE SECRETS AND OTHER PROPRIETARY RIGHTS. IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR ANY INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST
REVENUES, PROFITS OR OTHER ECONOMIC LOSSES, ARISING FROM SUCH INFRINGEMENTS
AND/OR OTHER MATTERS, OTHER THAN AS SPECIFICALLY SET FORTH HEREIN.
<PAGE>
ARTICLE 12. REMEDIES AND LIMITATION OF LIABILITY
12.1 Nortel shall have the right to suspend its performance, upon
written notice to Company, and forthwith remove and take possession of all
Products that shall have been delivered to Company, if, prior to payment to
Nortel of any amounts due pursuant to this Agreement with respect to such
Products, Company shall (a) become insolvent or bankrupt or cease, be unable, or
admit in writing its inability, to pay all debts as they mature, or make a
general assignment for the benefit of, or enter into any arrangement with,
creditors, (b) authorize, apply for, or consent to the appointment of, a
receiver, trustee, or liquidator of all or a substantial part of its assets or
have proceedings seeking such appointment commenced against it which are not
terminated within sixty (60) days of such commencement, or (c) file a voluntary
petition under any bankruptcy or insolvency law or under the reorganization or
arrangement provisions of the United States Bankruptcy Code or any similar law
of any jurisdiction or have proceedings under any such law instituted against it
which are not terminated within sixty (60) days of such commencement.
12.2 In the event of any material breach of this Agreement which shall
continue for thirty (30) or more days after written notice of such breach
(including a reasonably detailed statement of the nature of such breach) shall
have been given to the breaching party by the aggrieved party, the aggrieved
party shall be entitled at its option to avail itself of any and all remedies
available at law or equity, except as otherwise provided for in this Agreement.
12.3 Nothing contained in Section 12.2 or elsewhere in this Agreement
shall make Nortel liable for any indirect, incidental, punitive, special, or
consequential damages of any nature whatsoever for any breach of this Agreement
whether the claims for such damages arise in tort, contract, or otherwise.
12.4 Nortel shall not be liable for any additional costs, expenses,
losses or damages resulting from errors, acts or omissions of Company,
including, but not limited to, inaccuracy, incompleteness or untimeliness in the
provision of information by Company to Nortel or a customer of Company or
fulfillment by Company of any of its obligations under this Agreement. Company
shall pay Nortel the amount of any such costs, expenses, losses or damage
incurred by Nortel.
12.5 Any action for breach of this Agreement or to enforce any right
hereunder shall be commenced within two (2) years after the cause of action
accrues or it shall be deemed waived and barred, except any action for
nonpayment by Company of any prices, charges, or fees payable hereunder may be
brought by Nortel at any time permitted by applicable law, and Nortel may
suspend performance of any of its obligations hereunder until all such payments
are made.
<PAGE>
ARTICLE 13. CONTINUING AVAILABILITY
13.1 For a period of five (5) years following the Ship Date of a
System, Nortel shall make spare parts, or their functional equivalent, available
for purchase by Company, so that Company may meet existing obligations relative
to the Products included in such System. Nortel shall also make available to
Company such information as is reasonably required in order to allow
functionally equivalent spare parts to perform with Products previously
delivered to Company. The prices charged for the spare parts following the
termination of this Agreement shall be Nortel's then current published list
price or its then current policy. In the event that Nortel is in material breach
of the obligation stated above and has not cured such breach within the time
period set forth in Section 12.2, should Nortel fail to provide said parts or to
obtain another source of supply, Nortel shall be required to provide to Company
(subject to the proper arrangements for confidentiality), at Company's request,
the technical information or any other rights required, so that Company is able
to obtain replacement parts on its own or through a third party. The technical
information includes, without limitation, (a) the most current Documentation,
including maintenance manuals, procedures and the like required to perform
maintenance, (b) manufacturing drawings and specifications of raw materials and
components comprising such parts and/or (c) manufacturing drawings and
specifications covering special tooling and the operations thereof.
13.2 Nortel shall only be required to provide such technical
information which it has the legal right to supply and which Nortel is then
using in its day to day operations to manufacture Products or obtain parts.
13.3 The provision of such technical information to Company shall not
preclude Nortel from selling or otherwise transferring any and all such
technical information or other rights to any third party.
13.4 In the event Nortel intends to discontinue the availability of, or
support Service for, a major module of a Product (notice may not be provided for
component and individual circuit pack discontinuance), Nortel shall provide
Company with at least six (6) months' prior written notice of such event and the
applicable Product shall be considered manufacture discontinued or discontinued,
respectively, after such six (6) month period. Nortel shall have no obligation
to provide notice of manufacture discontinue if only components of a Product are
being replaced and such replacement does not materially affect form, fit or
function of the Product.
ARTICLE 14. TERM AND TERMINATION
14.1 This Agreement will be in effect from the Effective Date and
shall, except as otherwise provided herein, continue in effect thereafter
through December 31, 2000 ("Term").
14.2 Either party may delay performance under this Agreement or
terminate this Agreement, in whole or in part, in the event of a default by the
other, provided that
<PAGE>
the non-defaulting party so advises the defaulting party in writing of the event
of alleged default and the defaulting party does not remedy the alleged default
within thirty (30) days after written notice thereof. If the alleged default is
not capable of being remedied within thirty (30) days, the defaulting party must
commence to remedy the alleged default within such thirty (30) day period and
provide to the non-defaulting party a plan for timely remedying the alleged
default in order to avoid termination. Default is defined to include:
(i) either party's insolvency or initiation of
bankruptcy or receivership proceedings by or against
the party;
(ii) either party's material breach of any of the
terms or conditions hereof including the failure to make
any payment when due, if the amount of the payment due is
not in dispute; or
(iii) the execution by either party of an assignment for the
benefit of creditors or any other transfer or assignment of
a similar nature other than as provided for in Section 6.4.
14.3 Termination of this Agreement for any cause shall not release
either party from any liability which at the time of termination has already
accrued to the other party or which thereafter may accrue in respect to any act
or omission prior to termination or from any obligation which is specified in
Section 16.18 below to survive termination.
ARTICLE 15. CONFIDENTIALITY
15.1 Each party which receives the other party's Confidential
Information shall use reasonable care to hold such Confidential Information in
confidence and not disclose such Confidential Information to anyone other than
to its employees and employees of a Nortel Affiliate, as applicable, with a need
to know. A party that receives the other party's Confidential Information shall
not reproduce such Confidential Information, except to the extent reasonably
required for the performance of its obligations pursuant to this Agreement and
in connection with any permitted use of such Confidential Information.
15.2 Company shall take reasonable care to use Nortel's Confidential
Information only for study, operating, or maintenance purposes in connection
with Company's use of Products furnished by Nortel pursuant to this Agreement.
15.3 Notwithstanding the foregoing, either party shall be free to use
that portion of the Confidential Information which may be retained in intangible
form by those employees who have had access to the Confidential Information, for
any purpose, including use in the development, manufacture, marketing and
maintenance of its products and service. The marketing of any product or
service, including the dissemination of supporting documentation, which
inherently discloses the disclosing party's Confidential Information shall not
be deemed a breach by the recipient of such
<PAGE>
obligations provided however that ownership of the Confidential Information
and all intellectual property rights to such Confidential Information remain
with the disclosing party.
15.4 The obligations of either party pursuant to this Article 15 shall
not extend to any Confidential Information which recipient can demonstrate
through written documentation was already known to the recipient prior to its
disclosure to the recipient, was known or generally available to the public at
the time of disclosure to the recipient, becomes known or generally available to
the public (other than by act of the recipient) subsequent to its disclosure to
the recipient, is disclosed or made available in writing to the recipient by a
third party having a bona fide right to do so, is independently developed by
recipient, or is required to be disclosed by process of law, provided that the
recipient shall notify the disclosing party promptly upon any request or demand
for such disclosure.
ARTICLE 16. MISCELLANEOUS
16.1 PUBLICITY - A party shall not release, without the prior written
approval of the other party, any advertising or other publicity relating to this
Agreement wherein such other party may reasonably be identified. In addition,
each party shall take reasonable precautions to keep the existence of this
Agreement confidential so long as this Agreement remains in effect and for a
period of five (5) years thereafter, except as may be otherwise expressly
provided in this Agreement or as may be reasonably required to enforce this
Agreement by law.
16.2 APPLICABLE LAW - The validity, construction and performance of
this Agreement shall be governed by and interpreted in accordance with the laws
of the State of North Carolina, except for its rules with regard to the conflict
of laws.
16.3 EFFECTS OF HEADINGS - All headings used herein are for index and
reference purposes only, and shall not be given any substantive effect. This
Agreement has been created jointly by the parties and no rule of construction
requiring interpretation against the drafter of this Agreement shall apply in
its interpretation.
16.4.1 ASSIGNMENT - Other than as explicitly stated below, neither
party may assign or transfer this Agreement or any of its rights hereunder
without the prior written consent of the other party, such consent not to be
unreasonably withheld. A change in control of Company shall be deemed an
assignment hereunder. A change in control shall occur if ownership or control of
more than 50% of the shares of the Company entitled to elect the Board of
Directors changes during the term of this Agreement. Company's consent shall not
be required for any assignment or transfer by Nortel (a) to any Nortel Affiliate
of all or any part of this Agreement or of Nortel's rights hereunder, or (b) to
any third party of Nortel's right to receive any monies ("Receivables") which
may become due to Nortel pursuant to this Agreement.
<PAGE>
16.4.2 Company hereby consents to the sale of Receivables by Nortel
without the necessity for any further notice and without any qualification on
such consent. Company grants permission for Nortel to disclose the provisions of
this Agreement to purchasers and prospective purchasers of Receivables, or their
affiliates and others with a present or prospective financial interest in such
Receivables, and their respective agents, attorneys, auditors, rating agencies
and other advisors.
16.5 SUBCONTRACTING - Nortel may subcontract any of its obligations
under this Agreement, but no such subcontract shall relieve Nortel of primary
responsibility for performance of its obligations.
16.6 NON-WAIVER - The failure by either party hereto at any time to
require performance by the other party or to claim a breach of any provision of
this Agreement shall not be construed as affecting any subsequent breach or the
right to require the performance with respect thereto or to claim a breach with
respect thereto.
16.7 RELATIONSHIP OF THE PARTIES - The provisions of this Agreement
shall not be construed to establish any form of partnership, agency or other
joint venture of any kind between Nortel and Company, nor to constitute either
party as the agent, employee or legal representative of the other. All persons
furnished by either party to accomplish the intent of this Agreement shall be
considered solely as the furnishing party's employees or agents and the
furnishing party shall be solely responsible for compliance with all laws, rules
and regulations involving, but not limited to, employment of labor, hours of
labor, working conditions, workers' compensation, payment of wages, and
withholding and payment of applicable taxes, including, but not limited to
income taxes, unemployment taxes, and social security taxes.
16.8 FORCE MAJEURE - If the performance by a party of any of its
obligations under this Agreement shall be interfered with by reason of any
circumstances beyond the reasonable control of that party, including without
limitation, fire, explosion, acts of God, war, revolution, civil commotion,
unavailability of supplies or sources of energy, power failure, breakdown of
machinery, delays regarding zoning, easements or deed restrictions, any legal
proceedings between parties unrelated to the parties hereto or labor
difficulties, including without limitation, strikes, slowdowns, picketing or
boycotts, then that party shall be excused from such performance for a period
equal to the delay resulting from the applicable circumstances and such
additional period as may be reasonably necessary to allow that party to resume
its performance. With respect to labor difficulties as described above, a party
shall not be obligated to accede to any demands being made by employees or other
personnel.
16.9 TAXES - Company shall at Nortel's direction promptly reimburse
Nortel or pay directly to the applicable government or taxing authority all
taxes and charges arising hereunder, including, without limitation, penalties
and interest, except for taxes computed upon the net income of Nortel.
<PAGE>
16.10.1 HAZARDOUS MATERIALS - Prior to issuing any Order for Services
to be performed at Company's facilities, Company shall identify and notify
Nortel in writing of the existence of all Hazardous Materials which Nortel may
encounter during the performance of such Services, including without limitation,
any Hazardous Materials contained within any equipment to be removed by Nortel.
16.10.2 If Company breaches its obligations pursuant to the immediately
preceding paragraph, (a) Nortel may discontinue the performance of the
applicable Services until all the Hazardous Materials have been removed or
abated to Nortel's satisfaction by Company at Company's sole expense, and (b)
Company shall defend, indemnify and hold Nortel harmless from any and all
damages, claims, losses, liabilities and expenses, including without limitation,
attorney's fees, which arise out of Company's breach of such obligations.
16.11 NOTICE - All notices required or permitted to be given hereunder
shall be in writing and shall be deemed given when delivered (i) by hand, or
(ii) by facsimile, transmission (confirming the same by mail) or (iii) by
certified or next-day mail addressed as follows:
If to Company:
Logix Communications Corporation of Oklahoma
13439 North Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114
Attention: Mr. Jeff Brzozowski
Facsimile: (405) 516-8880
If to Nortel:
Northern Telecom Inc.
4001 East Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina 27709
Attention: Assistant Vice President, Contracts Management and
Negotiations
Facsimile: (919) 992-8474
Either party hereto may change its address by a notice given to the other party
hereto in the manner set forth above.
16.11.1 SITE ACCESS AND PREPARATION - Company shall provide
Nortel or its subcontractors with access to its sites during the times
specified by Nortel and as are reasonably necessary for Nortel to
perform its obligations
<PAGE>
hereunder. Nortel shall comply with Company's reasonable site and
security regulations.
16.11.2 All sites at which the Products shall be delivered
or installed shall be prepared by Company in accordance with Nortel's
standards, including, without limitation, environmental requirements.
Prior to and during installation, Company shall ensure the timely
and adequate delivery, installation and functioning of the electrical
and telecommunications connections and other environmental
requirements, including but not limited the HVAC systems, specified
in Nortel's instructions, Specifications, Documentation or in a
Product Annex.
16.11.3 Company shall provide reasonable working space and
facilities, including heat, light, ventilation, telephones, electrical
current, waste removal and other necessary utilities for use by
Nortel-designated maintenance personnel, and adequate secure storage
space, if required by Nortel, for Products and materials. Company shall
also provide adequate security for the Products while on Company's
site.
16.11.4 Company shall obtain all necessary governmental
permits applicable to Company in connection with the installation,
operation, and maintenance of Products furnished hereunder, excluding
any applicable permits required in the normal course of Nortel's doing
business. Any information which Nortel reasonably requests from Company
and which is necessary for Nortel to properly install or maintain the
Products shall be provided by Company to Nortel in a timely fashion and
in a form reasonably specified by Nortel.
16.12 INFORMATION AND DOCUMENTATION - Company shall provide any
information and/or documentation that Nortel reasonably requests from Company
and that is necessary for Nortel to properly perform any of its obligations
hereunder. Such information shall be provided in a form reasonably specified by
Nortel by the dates specified by Nortel.
16.13 EXPORT - Company shall not export any Products or technical data
received from Nortel pursuant to this Agreement, or release any such Products or
technical data with the knowledge or intent that such will be exported or
transmitted to any country or to foreign nationals of any country, except in
accordance with applicable U.S. law concerning exporting and with written
consent of Nortel. Company shall obtain all government authorizations, in
accordance with applicable law prior to exporting or transmitting any such
Products or technical data.
16.14 SEVERABILITY - If any provision of this Agreement is declared or
determined to be invalid or unenforceable under applicable law, the remaining
provisions shall continue in full force and effect and the parties shall
substitute for the invalid provision a valid provision which most closely
approximates the economic effect and intent of the invalid provision.
<PAGE>
16.15 MODIFICATION OF AGREEMENT - No addition to or modification of
this Agreement shall be effective or binding on either of the parties hereto
unless reduced to writing and executed by the respective duly authorized
representatives of each of the parties hereto.
16.16 REGULATORY COMPLIANCE - In the event of any change in the
Specifications or Nortel's manufacturing or delivery processes for any Products
as a result of the imposition of requirements by any government, Nortel may upon
notice to Company, increase its prices, charges and fees to cover the added
costs and expenses directly and indirectly incurred by Nortel as a result of
such change.
16.17 ENTIRE AGREEMENT - This Agreement, including the Exhibits,
Schedules and Annexes which are attached hereto and incorporated herein,
comprises all the terms, conditions and agreements of the parties hereto with
respect to the subject matter hereof and supersedes all previous negotiations,
proposals, commitments, writings, publications and understandings of any nature
whatsoever. No Exhibits, Schedules or Annexes modified or created subsequent to
the execution of this Agreement shall be deemed to be incorporated into this
Agreement unless mutually agreed in a writing and signed by a duly authorized
representative of each party.
16.18 SURVIVORSHIP - Any terms of this Agreement, which by their nature
are intended to survive including but not limited to Articles 8, 10, 11, 12, 15
and Sections 4.5, 9.3, 13.1, and 14.3 shall survive the termination or
expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement.
NORTHERN TELECOM INC. LOGIX COMMUNICATIONS
CORPORATION OF OKLAHOMA
By: /s/ Cynthia C. Hemme By: /s/ Glenn Hall
--------------------------- -------------------------
Name: Cynthia C. Hemme Name: Glenn Hall
------------------------- -----------------------
Title: Vice President Title: VP - National Dev &
Marketing Contracts CVS
------------------------- ----------------------
Date: 6/30/98 Date: 6/5/98
------------------------- -----------------------
<PAGE>
EXHIBIT A
PRODUCT ANNEX A.1
DMS-FAMILY SWITCHES
The supplemental terms and conditions provided below take precedence over any
conflicting terms and conditions specified, in the Sections noted below or
elsewhere, in the Agreement as such terms and conditions apply to the DMS-10,
DMS-100, DMS-200, DMS-100/200, DMS-250, DMS-300 or DMS-500 Products ("DMS-Family
Switches").
ARTICLE 4, SECTION 4.1
With regard to the subject of price, the following shall apply:
a. DMS-10 discounts and discount application
(i) For Extensions, a discount of twenty five percent (25%)
("Extension Discount") shall be applied to reduce the price
of Hardware and the fees for modular firmware. The Extension
Discount shall not apply to the fees for or price of
Software, Third Party Software, stock remotes, Orders placed
through Nortel Direct, Merchandise, vendor items and
Services.
(ii) For Extensions, the price of Hardware and fees for
modular firmware, as first reduced by the Extension
Discount, as appropriate, shall be further reduced by
the discount ("Volume Discount") of thirty-five
percent (35%), except as noted herein. The Volume
Discount shall not be applied to the fees for or price
of Software, Third Party Software, Merchandise, stock
remotes, Orders placed through Nortel Direct, vendor
items and Services.
b. DMS-100, DMS-200, DMS-100/200, DMS-250, DMS-300 or DMS-500 discounts
and discount application
(i) For Extensions, a discount of twenty five percent
(25%) ("Extension Discount") shall be applied to
reduce the price of Hardware and the fees for modular
firmware. The System Discount and Extension Discount
shall not apply to the fees for or price of Software,
Third Party Software, nondiscountable Hardware,
Merchandise, stock remotes, Orders placed through
Nortel Direct, vendor items and Services.
<PAGE>
(ii) For Extensions, the price of Hardware and fees for modular
firmware, as first reduced by the Extension Discount, as
appropriate, and the fees for Software shall be further
reduced by the discount ("Volume Discount") of thirty-five
percent (35%), except as noted herein. The Volume Discount
shall not be applied to the fees for or price of
nondiscountable system Software, Third Party Software,
nondiscountable Hardware, Merchandise, stock remotes,
Orders placed through Nortel Direct, vendor items and
Services.
c. The Extension Discounts and Volume Discounts set forth in (a) and (b)
above shall apply only in the event Nortel is awarded all the
switching, transport, and access Products and Services delineated in
Nortel's Quotation dated March 18, 1998 to Company's request for
Quotation dated February 13, 1998 ("RFQ").
d. In the event Company awards Nortel all the switching,
transport, and access Products and Services as described in
subparagraph (c) above, Company shall be entitled to certain
special extension pricing ("Special Extension Pricing"), in
lieu of the Extension Discount and Volume Discounts set
forth in subparagraph (b) above, for purchase of the
Hardware and/or license of Software only in the
configurations as set forth in Attachment 1(a) through 1(c)
to this Product Annex A.1. Such Special Extension Pricing
shall be available for a period of up to fourteen (14)
months after the Turnover Date of each of the twenty-five
(25) Initial Systems to be purchased as set forth in the
RFQ. Such Special Extension Pricing is inclusive of all
discounts and charges for engineering and installation.
ARTICLE 4 SECTION 4.4
With regard to the subject of invoicing Company for Products and Services, the
following shall apply:
(i) for Extensions installed by Nortel, ninety percent
(90%) of the price and/or fees, as applicable, of the
Hardware and Software (excluding that part of the
price attributable to installation ("Installation
Charge")) shall be due and payable within thirty (30)
days of shipment of the Product to the Installation
Site or other location as agreed to by Company and
Nortel and upon receipt of invoice therefor,
(ii) ninety percent (90%) of the appropriate Installation Charge
shall be due and payable within thirty (30) days of Turnover
and upon receipt of invoice therefor,
(iii) upon Turnover but prior to the payment to Nortel of any
amount in excess of ninety percent (90%) of the total price
Company shall inspect the installation performed hereunder
and if the installation shall be found to materially conform
to the Specifications and all provisions hereunder
<PAGE>
performed, Company shall certify to that fact and as to the
amount of the balance due to Nortel. After such certification
has been issued by Company, but no later than thirty (30) days
after the date of Turnover, Nortel shall issue its invoice to
Company for any unpaid amounts to which Nortel shall be
entitled. Company shall pay such amounts to Nortel within
thirty (30) days of receipt of invoice unless approval by
Company shall be withheld because of the failure of the
installation to materially conform to the Specifications and
the failure of all provisions to be performed hereunder by
Nortel.
(iv) For each Extension furnished to Company hereunder but not
installed by Nortel one hundred percent (100%) of the net
price shall be invoiced upon delivery of such Extension to
the Installation Site loading door or other location as
agreed to by Company and Nortel.
ARTICLE 5, SECTION 5.1
With regard to the subject of reschedule of an Order, the following shall apply:
. Sixty (60) days notice must be provided to Supplier prior to the
scheduled Ship Date.
ARTICLE 6, SECTION 6.3
With regard to the subject of Company performing Installation of any of the
DMS-Family Switches, the following shall apply:
. Company shall not initially have the right to perform Installation
Services, but may obtain the right to install certain DMS-Family
Switch Products, subject to attending applicable training courses,
obtaining the required training certifications to perform same and
obtaining Supplier's written concurrence to do so.
ARTICLE 7, SECTION 7.1
With regard to the subject of Company's cancellation of an Order, the following
shall apply:
In the event Company cancels all or any part of an Order, Company shall
pay to Supplier a cancellation charge for each Product that has been
canceled in accordance with the following schedule:
<TABLE>
<S> <C>
. 90 days or more prior to Ship Date 100% of Engineering Charges
. 30-89 days prior to Ship Date 100% of Engineering Charges
plus 25% of remainder of Order amount
(less the Installation Charges)
. 0-29 days prior to Ship Date 100% of Order amount
</TABLE>
<PAGE>
ARTICLE 10, SECTION 10.1
With regard to the subject of Third Party Software, the following shall apply:
. At this time, there are no additional terms with regard to Third Party
Hardware or Third Party Software that must be observed by Company.
<PAGE>
ATTACHMENT 1(a) TO PRODUCT ANNEX A.1
DTEI Frame Configuration
<TABLE>
<CAPTION>
Hardware:
Part Number V Part Description Qty
------------------------------- - --------------------------------- -------
<S> <C> <C> <C> <C>
< < DTD0 > > ISDN DTE
NT6X50AB DS-1 E.F.F. CARD CP 20
NTZZO2FB UNIVERSAL TONE RECEI 2
NT6X92BC DOMESTIC UNIVERSAL T 4
NTZZ02HN D5512 NETWORK INTERP 2
NT6X40FB LINK CONTROL CARD 4
NT6X40GA DS-512 LINK CONTROL 4
NTZZ02UA XPM PERIPHERAL LOADE 2
NT7X05AA ENHANCED PERIPERAL L 4
NTZZ17AT CPCE FRAME-EARTHQUAK 1
NT0X25AH EARTHQUAKE FRWK ASSY 1
NT3X90AC DC FAN COOLING UNIT 1
NT6X01AD ISDN READY XPM FRAME 1
NT6X0250 UNIVERSAL GROUND POI 1
NT6X02UF UNIVERSAL FIBER KIT- 2
NTZZ17GJ ISDN COMMON PERIPH C 2
NT0X50AA FILLER FACE PLATE 16
NT2X70AF POWER CONVERTER 4
NT6X02NA ISDN CPCI COMMON CIR 2
NT6X44AA TIME SWITCH CP 4
NT6X69AD MESSAGE PROTOCOL & T 4
NTBX01BA ENHANCED ISDN SIGNAL 4
NTMX71AA XPM PLUS TERMINATOR 4
NTMX77AA PROCESSOR CP WI SMB 4
< < FWA0 > > FRAMEWORK
CABLEANDFRAME ESTIMATION FOR CABLE 1
<CAPTION>
Software: Feature Software Package
-------------------------------------------------------- --------
<S> <C>
NIO NI-1 PRI NI000011
NIO NI-1 PRI NETWORKING NI000013
NI0 ISDN PRI BASE N1000022
TOTAL NET PRICE: $153,600.00
</TABLE>
<PAGE>
ATTACHMENT 1(b) TO PRODUCT ANNEX A.1
MVIE Frame Configuration
<TABLE>
<CAPTION>
Hardware:
Part Number V Part Description Qty
-------------------------------- - ----------------------------------------- -----
<S> <C> <C>
< < FWAO > > FRAMEWORK
CABLEANDFRAAE ESTIMATION FOR CABLE 1
< < MVK0 > > ESMA EQUIP
NT6X40FB LINK CONTROL CARD 4
NT6X40GA DS-512 LINK CONTROL 4
NT6X92BC DOMESTIC UNIVERSAL T 4
NTMX79AB DS60 EXTENDER PACK 4
NTMX81AA DUAL TI CPANE 48
NTMX87AA QUAD PCM CARRIER 12
NTQX90AA MULTI-VENDOR MAIN FR 1
NTRX54BA FAN POWER CONTROL MO 1
NTZZ03SY SMA2 COMMON CP PACKF 2
NT0X50AA FILLER FACE PLATE 4
NTAX74AA 16MB PERIPHERAL PROC 4
NTBX01BA ENHANCED ISDN SIGNAL 4
NTMX72AB POWER CONVERTER 4
NTMX73BA SIGNALLING PROCESSOR 4
NTMX75BA ENHANCED MATRIX 4
NTMX76CA ESMA MESSAGING PACK 4
NTZZ12UA RSCS CLASS MODEM RES 2
NT6X78AB CLASS MODEM RESOURCE 4
< < PDA0 > > Pwr Dist Cont
A0205210 * DUMMY FUSE -4
NT0X42AS 30AMP DISTRI FUSING 4
<CAPTION>
Software: Feature Software Package
------------------------------------------------------ -------------------------------
<S> <C>
BAS GENERIC BAS00003
SMA TR303 I/F SMA00001
TOTAL NET PRICE: $129,600.00
</TABLE>
<PAGE>
ATTACHMENT 1(c) TO PRODUCT ANNEX A.1
DTE Frame Configuration
<TABLE>
<CAPTION>
Hardware: Part Number V Part Description Qty
------------------------------- ----- ------------------------------------------ ------
<S> <C> <C> <C>
< < DTAO > > Dig Trk Equip
NT6X50AB DS-1 E.F.F. CARD CP 20
NTZZ02FB UNIVERSAL TONE RECEI 2
NT6X92BC DOMESTIC UNIVERSAL T 4
NTZZ02HN DS512 NETWORK INTERP 2
NT6X40FB LINK CONTROL CARD 4
NT6X40GA DS-512 LINK CONTROL 4
NTZZ04HD DTC MODULE COMMON CI 2
NT0X50AA FILLER FACE PLATE 16
NT2X70AF POWER CONVERTER 4
NT6X02CZ DTC PACKFILL 2
NT6X44AA TIME SWITCH CP 4
NT6X69AD MESSAGE PROTOCOL & T 4
NTMX71AA XPM PLUS TERMINATOR 4
NTMX77AA PROCESSOR CP W/ 8MB 4
NTZZ17AT CPCE FRAME-EARTHQUAK 1
NT0X25AH EARTHQUAKE FRWK ASSY 1
NT3X90AC DC FAN COOLING UNIT 1
NT6X01AD ISDN READY XPM FRAME 1
NT6X0250 UNIVERSAL GROUND P0I 1
NT6X02UF UNIVERSAL FIBER KIT- 2
< < PDA0 > > Pwr Dist Cont
NT0X42AK FUSE 20 AMP 4
NT0X42AN FUSE 5 AMP 2
TOTAL NET PRICE: $115,200.00
</TABLE>
<PAGE>
EXHIBIT A
PRODUCT ANNEX A.2
TRANSPORTNODE/ACCESSNODE PRODUCTS
The supplemental terms and conditions provided below take precedence over any
conflicting terms and conditions specified, in the Sections noted below or
elsewhere, in the Agreement as such terms and conditions apply to Supplier's
TransportNode or AccessNode Products.
ARTICLE 4, SECTION 4.1
With regard to the subject of price, the following shall apply:
(a) For purchases of TransportNode Products during the Term, the table
below sets forth the level of discounts which shall be applied to the
list price of the corresponding Products (set forth below) to reduce
the price of such Products ("Volume Discount").
<TABLE>
<CAPTION>
Products Discounts
-------- ---------
<S> <C>
OC3X 30%
OC12 37%
OC48 40%
</TABLE>
(b) For purchases of AccessNode Products during the Term, the table below
sets forth the level of discounts which shall be applied to the list
price of the corresponding Products (set forth below) to reduce the
price of such Products ("Volume Discount").
<TABLE>
<CAPTION>
Products 1998-1999 2000
-------- --------- ----
<S> <C> <C>
AccessNode 47% 49%
AccessNode Express 47% 49%
Epsilon II Linecard 47% 49%
Epsilon Station Linecard 47% 49%
MFA150 22% 22%
</TABLE>
The Volume Discounts set forth in (a) and (b) above shall apply only in the
event Nortel is awarded all the switching, transport, and access Products and
Services to fulfill all of Company's requirements delineated in the RFQ.
<PAGE>
ARTICLE 4, SECTION 4.4
With regard to the subject of invoicing Company for Products and Services, the
following shall apply:
(i) for Systems installed by Nortel, ninety percent (90%)
of the price and/or fees of the Hardware and Software
(excluding that part of the price attributable to
installation ("Installation Charge")) shall be due and
payable within thirty (30) days of shipment of the
Hardware, and Software to the Installation Site or other
location as agreed to by Company and Nortel;
(ii) the remaining ten percent (10%) of the price and/or fees
of the Hardware and Software shall be due and payable
within ninety (90) days of shipment of the Hardware and
Software to the Installation Site or other location as
agreed to by Company and Nortel;
(iii) ninety percent (90%) of the appropriate Installation
Charge shall be due and payable within thirty (30) days of
Turnover; and
(iv) upon Turnover, Company shall inspect the installation
performed hereunder and if the installation shall be
found to materially conform to the Specifications and
all provisions hereunder performed, Company shall
certify as to that fact. After such certification has
been issued by Company, but no later than thirty (30)
days after the date of Turnover, Nortel shall issue
its invoice to Company for any unpaid amounts to
which Nortel shall be entitled. Company shall pay
such amounts to Nortel within thirty (30) days of
receipt unless approval by Company shall be withheld
because of the failure of the installation to
materially conform to the Specifications and the
failure of all provisions to be performed hereunder
by Nortel.
(v) For each Product furnished to Company hereunder but not
installed by Nortel one hundred percent (100%) of the
price shall be invoiced upon delivery of such Product to
the Installation Site or other location as agreed to by
Company and Nortel.
<PAGE>
ARTICLE 5, SECTION 5.1
With regard to the subject of reschedule of an Order, the following shall apply:
- Ten (10) days notice must be provided to Supplier prior to the scheduled
Ship Date.
ARTICLE 6, SECTION 6.3
With regard to the subject of Company performing Installation of any of the
TransportNode or AccessNode Products, the following shall apply:
. Company shall not initially have the right to perform Installation
Services, but may obtain the right to install the TransportNode or
AccessNode Products, subject to attending applicable training
courses, obtaining the required training certifications to perform
same and obtaining Supplier's written concurrence to do so.
ARTICLE 7, SECTION 7.1
With regard to the subject of Company's cancellation of an Order, the following
shall apply:
In the event Company cancels all or any part of an Order, Company shall
pay to Supplier a cancellation charge for each Product that has been
canceled in accordance with the following schedule:
<TABLE>
<S> <C>
. 15 days or more prior to Ship Date No Charges
. 0-14 days prior to Ship Date 100% of Engineering Charges
plus 15% of remainder of
Order amount (less the
Installation Charges)
. After scheduled Ship Date 100% of Order amount
</TABLE>
ARTICLE 10, SECTION 10.1
. At this time, there are no additional terms with regard to Third
Party Hardware or Third Party Software that must be observed by
Company.
<PAGE>
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND-TM- SWITCHED SERVICES
TELECOMMUNICATIONS SERVICES AGREEMENT
This Telecommunications Services Agreement (the "TSA") is entered into
as of the ____ day of June, 1998, by and between WORLDCOM NETWORK SERVICES,
INC., a Delaware corporation, with its principal office at One Williams Center,
Tulsa, Oklahoma 74172 ("WORLDCOM") and LOGIX COMMUNICATIONS CORPORATION, an
Oklahoma corporation, with its principal office at 13439 North Broadway
Extension, Oklahoma City, Oklahoma 73114 ("Customer").
In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. SWITCHED SERVICES; OTHER DOCUMENTS; START OF SERVICE.
(A) SERVICES WorldCom agrees to provide and Customer agrees to accept
and pay for switched telecommunications services and other associated
services (collectively the "SWITCHED SERVICES") as further described in
the "SERVICE SCHEDULE" attached hereto and incorporated herein by
reference, which describes the particular services, specific terms and
other information necessary or appropriate for WorldCom to provide the
Service to Customer. The Switched Services provided by WorldCom are
subject to (i) the terms and conditions contained in this TSA and the
Program Enrollment Terms (the "PET") which are attached hereto and
incorporated herein by reference, (ii) the rates and discounts set
forth in the applicable Rate and Discount Schedule (the "RATE
SCHEDULE") attached hereto and incorporated herein by reference, and
(iii) each Service Request (described below) which is accepted
hereunder. The PET, as subscribed to by the parties, shall set forth
the Effective Date, the Service Term, Customer's minimum monthly
commitment, if any, and other information necessary to provide the
Switched Services under this TSA. In the event of a conflict between
the terms of this TSA, the PET, the Service Schedule, the Rate Schedule
and the Service Request(s), the following order of precedence will
prevail: (1) the PET, (2) the, Rate Schedule, (3) the Service Schedule,
(4) this TSA, and (5) Service Request(s). This TSA, the PET, the
Service Schedule and the applicable Rate and Discount Schedule are
sometimes collectively referred to as the "AGREEMENT".
(B) SERVICE REQUESTS Customer's requests to initiate or cancel Switched
Services shall be described in an appropriate WorldCom Service Request
("SERVICE REQUEST"). A Service Request may consist of machine readable
tapes, facsimiles or other means approved by WorldCom. Further, Service
Requests shall specify all reasonable information, as determined by
WorldCom, necessary or appropriate for WorldCom to provide the Switched
Service(s) in question, which shall include without limitation, the
type, quantity and end point(s) (when necessary) of circuits comprising
a Service Interconnection as described in the applicable Service
Schedules, or automatic number identification ("ANI") information
relevant to the Switched Service(s), the Requested Service Date, and
charges, if any, relevant to the Switched Services described in the
Service Request. After WorldCom's receipt and verification of a valid
Service Request for SWITCHED ACCESS Service (as defined in the Service
Schedule) requiring a change in the primary interexchange carrier
("PIC"), WorldCom
Page 1 of 12
CONFIDENTIAL
<PAGE>
agrees to (i) submit the ANI(s) relevant to such Service Requests to
the following local exchange carriers ("LECs") (with which WorldCom
currently has electronic interface capabilities) within ten (10) days:
Ameritech, Bell Atlantic, BellSouth, Nynex, Pacific Bell, Southwestern
Bell, US West, GTE and United, and (ii) submit the ANI(s) relevant to
such Service Requests to those LECs with which WorldCom does not have
electronic interface capabilities within a reasonable time.
(C) START OF SERVICE WorldCom's obligation to provide and Customer's
obligation to accept and pay for non-usage sensitive charges for
Switched Services shall be binding to the extent provided for in this
Agreement upon the submission of an acceptable Service Request to
WorldCom by Customer. Customer's obligation to pay for usage sensitive
charges for Switched Services shall commence with respect to any
Switched Service as of the date the Switched Service in question is
made available to and used by Customer ("START OF SERVICE"), but in no
event later than the "REQUESTED SERVICE DATE" if such Switched Service
is available for Customer's use as of such Requested Service Date.
Start of Service for particular Services shall be further described in
the Service Schedule relevant to the Switched Services in question.
2. CANCELLATION.
(A) CANCELLATION CHARGE At any time after the Effective Date, Customer
may cancel this Agreement if Customer provides written notification
thereof to WorldCom not less than thirty (30) days prior to the
effective date of cancellation. In such case (or in the event WorldCom
terminates this Agreement as provided in Section 7), Customer shall pay
to WorldCom all charges for Services provided through the effective
date of such cancellation plus a cancellation charge (the "CANCELLATION
CHARGE") equal to one hundred percent (100%) of Customer's
commitment(s), if any, (as described in the PET) that would have become
due for the unexpired portion of the Service Term.
(B) LIQUIDATED DAMAGES It is agreed that WorldCom's damages in the
event Customer cancels this Agreement shall be difficult or impossible
to ascertain. The provision for a cancellation charge in Subsection
2(A) above is intended, therefore, to establish liquidated damages in
the event of a cancellation and is not intended as a penalty.
(C) CANCELLATION WITHOUT CHARGE Notwithstanding anything to the
contrary contained in Subsection 2(A) above, Customer may cancel this
Agreement without incurring any cancellation charge if (i) WorldCom
fails to provide a network as warranted in Section 8 below; (ii)
WorldCom fails to deliver call detail records promptly based on the
frequency selected by Customer (i.e., monthly, weekly or daily); or
(iii) WorldCom fails to submit ANI(s) relevant to such Service Requests
to the LECs within the time period described in Subsection 1(B) above.
Provided, however, Customer must give WorldCom written notice of any
such default and an opportunity to cure such default within five (5)
days of the notice. In the event WorldCom fails to cure any such
default within the five-day period on more than three (3) occasions
within any six (6) month period, Customer may cancel this Agreement
without incurring any cancellation charge.
3. CUSTOMER'S END USERS.
(A) END USERS Customer will obtain and upon WorldCom's request provide
WorldCom (within two (2) business days of the date of the request) a
written Letter of Agency ("LOA")
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acceptable to WorldCom [or with any other means approved by the Federal
Communications Commission ("FCC") or any applicable public utility
commission ("PUC")], for each ANI indicating the consent of such end
user of Customer ("End User") to be served by Customer and transferred
(by way of change of such End User's designated PIC) to the WorldCom
network prior to order processing. Each LOA will provide, among other
things, that the End User has consented to the transfer being performed
by Customer or Customer's designee. When applicable, Customer will be
responsible for notifying its End Users, in writing (or by any other
means approved by the FCC) that (i) a transfer charge will be reflected
on their LEC bill for effecting a change in their PIC, (ii) the entity
name under which their interstate, intrastate and/or operator services
will be billed (if different from Customer), and (iii) the "primary"
telephone number(s) to be used for maintenance and questions concerning
their long distance service and/or billing. Customer agrees to send
WorldCom a copy of the documentation Customer uses to satisfy the above
requirements promptly upon request of WorldCom. WorldCom may change the
foregoing requirements for Customer's confirming orders and/or for
notifying End Users regarding the transfer charge at any time in order
to conform with applicable FCC and state regulations. Provided,
however, Customer will be solely responsible for ensuring that the
transfer of End Users to the WorldCom network conforms with applicable
FCC and state regulations, including without limitation, the
regulations established by the FCC with respect to verification of
orders for long distance service generated by telemarketing as
promulgated in 47 C.F.R., Part 64, Subpart K, Section 64.1100 or any
successor regulation(s).
(B) TRANSFER CHARGES/DISPUTED TRANSFERS Customer agrees that it is
responsible for (i) all charges incurred by WorldCom to change the PIC
of End Users to the WorldCom network, (ii) all charges incurred by
WorldCom to change End Users back to their previous PIC arising from
disputed transfers to the WorldCom network plus, at WorldCom's option,
an administrative charge equal to twenty percent (20%) of such charges,
and (iii) any other damages suffered by or awards against WorldCom
resulting from disputed transfers.
(C) EXCLUDED ANIs WorldCom has the right to reject any ANI supplied by
Customer for any of the following reasons: (i) WorldCom is not
authorized to provide or does not provide long distance services in the
particular jurisdiction in which the ANI is located, (ii) a particular
ANI submitted by Customer is not in proper form, (iii) Customer is not
certified to provide long distance services in the jurisdiction in
which the ANI is located, (iv) Customer is in material default of this
Agreement, (v) Customer fails to cooperate with WorldCom in
implementing reasonable verification processes determined by WorldCom
to be necessary or appropriate in the conduct of business, or (vi) any
other circumstance reasonably determined by WorldCom which could
adversely affect WorldCom's performance under this Agreement or
WorldCom's general ability to transfer its other customers or other end
users to the WorldCom network, including without limitation, WorldCom's
ability to electronically effect PIC changes with the LECs. In the
event WorldCom rejects an ANI, WorldCom will notify Customer of its
decision specifically describing the rejected ANI and the reason(s) for
rejecting that ANI, and will not incur any further liability under this
Agreement with regard to that ANI. Further, any ANI requested by
Customer for Switched Services may be deactivated by WorldCom if no
Switched Services billings relevant thereto are generated in any three
(3) consecutive calendar month/billing periods. WorldCom will be under
no obligation to accept ANIs within the last full calendar month period
preceding the scheduled expiration of the Service Term.
(D) RECORDS Customer will maintain documents and records ("RECORDS")
supporting Customer's re-sale of Switched Services, including, but not
limited to, appropriate and valid LOAs from End Users for a period of
not less than (twelve) 12 months or such longer period as may be
required by applicable law, rule or regulation. Customer shall
indemnify WorldCom for
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any costs, charges or expenses incurred by WorldCom arising from
disputed PIC selections involving Switched Services to be provided to
Customer for which Customer cannot produce an appropriate LOA relevant
to the ANI and PIC charge in question, or when WorldCom is not
reasonably satisfied that the validity of a disputed LOA has been
resolved.
(E) CUSTOMER SERVICE Customer will be solely responsible for billing
its End Users and providing such End Users with customer service.
Customer agrees to notify WorldCom as soon as reasonably possible in
the event an End User notifies Customer of problems associated with the
Switched Services, including without limitation, excess noise, echo, or
loss of service.
4. CUSTOMER'S RESPONSIBILITIES.
(A) EXPEDITE CHARGES In the event Customer requests expedited services
and/or changes to Service Requests and WorldCom agrees to such request,
WorldCom will pass through the charges assessed by any supplying
parties (e.g., local access providers) for such expedited charges
and/or changes to Service Requests involved at the same rate to
Customer. WorldCom may further condition its performance of such
request upon Customer's payment of such additional charges to WorldCom.
(B) FRAUDULENT CALLS Customer shall indemnify and hold WorldCom
harmless from all costs, expenses, claims or actions arising from
fraudulent calls of any nature which may comprise a portion of the
Switched Services to the extent that the party claiming the call(s) in
question to be fraudulent is (or had been at the time of the call) an
End User of such Switched Services through Customer or an end user of
the Switched Services through Customer's distribution channels.
Customer shall not be excused from paying WorldCom for Switched
Services provided to Customer or any portion there&f on the basis that
fraudulent calls comprised a corresponding portion of the Switched
Services. In the event WorldCom discovers fraudulent calls being made
(or reasonably believes fraudulent calls are being made), nothing
contained herein shall prohibit WorldCom from taking immediate action
(without notice to Customer) that is reasonably necessary to prevent
such fraudulent calls from taking place, including without limitation,
denying Switched Services to particular ANIs or terminating Switched
Services to or from specific locations.
5. CHARGES AND PAYMENT TERMS.
(A) PAYMENT WorldCom billings for Switched Services hereunder are made
on a monthly basis (or such other basis as may be mutually agreed to by
the parties) following Start of Service. Subject to Subsection 5(C)
below, Switched Services shall be billed at the rates set forth in the
applicable Rate and Discount Schedule attached hereto. Customer will be
notified of WorldCom's time of day rate periods (including WorldCom
Recognized National Holidays). Discounts, if any, applicable to the
rates for certain Services are set forth in the Rate and Discount
Schedule. Customer will pay all undisputed charges relative to each
WorldCom invoice for Switched Services within thirty (30) days of the
invoice date set forth on each WorldCom invoice to Customer ("DUE
DATE"). If payment is not received by WorldCom on or before the Due
Date, Customer shall also pay a late fee in the amount of the lesser of
one and one-half percent (1 1/2%) of the unpaid balance of the charges
for Switched Services rendered per month or the maximum lawful rate
under applicable state law.
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(B) TAXES Customer acknowledges and understands that WorldCom computes
all charges herein exclusive of any applicable federal, state or local
use, excise, gross receipts, sales and privilege taxes, duties, fees or
similar liabilities (other than general income or property taxes),
whether charged to or against WorldCom or Customer because of the
Switched Services furnished to Customer ("ADDITIONAL CHARGES").
Customer shall pay such Additional Charges in addition to all other
charges provided for herein. Customer will not be liable for certain
Additional Charges if Customer provides WorldCom with an appropriate
exemption certificate.
(C) MODIFICATION OF CHARGES WorldCom reserves the right to eliminate
particular Switched Services and/or modify charges for particular
Switched Services (which charge modifications shall not exceed
then-current generally available WorldCom charges for comparable
services), upon not less than sixty (60) days prior notice to Customer,
which notice will state the effective date for the charge modification.
In the event WorldCom notifies Customer of the elimination of a
particular Switched Service and/or an increase in the charges, Customer
may terminate this Agreement without incurring a cancellation charge
only with respect to the Switched Service(s) affected by the increase
in charges. In order to cancel such Switched Service(s), Customer must
notify WorldCom, in writing, at least thirty (30) days prior to the
effective date of the increase in charges. In the event Customer
cancels its subscription to a particular Switched Service as described
in this Subsection 5(C), WorldCom and Customer agree to negotiate in
good faith concerning Customer's minimum monthly commitment, if any,
described in the PET.
(D) BILLING DISPUTES Notwithstanding the foregoing, amounts reasonably
disputed by Customer (along with late fees attributable to such
amounts) shall apply but shall not be due and payable for a period of
sixty (60) days following the Due Date therefor, provided Customer (i)
pays all undisputed charges on or before the Due Date, (ii) presents a
written statement of any billing discrepancies to WorldCom in
reasonable detail on or before the Due Date of the invoice in question,
and (iii) negotiates in good faith with WorldCom for the purpose of
resolving such dispute within said sixty (60) day period. In the event
such dispute is mutually agreed upon and resolved in favor of WorldCom,
Customer agrees to pay WorldCom the disputed amounts together with any
applicable late fees within ten (10) days of the resolution (the
"ALTERNATE DUE DATE"). In the event such dispute is mutually agreed
upon and resolved in favor of Customer, Customer will receive a credit
for the disputed charges in question and the applicable late fees. In
the event WorldCom has responded to Customer's dispute in writing and
the parties fail to mutually resolve or settle the dispute within such
sixty (60) day period (unless WorldCom has agreed in writing to extend
such period) all disputed amounts together with late fees shall become
due and payable, and this provision shall not be construed to prevent
Customer from pursuing any available legal remedies. WorldCom shall not
be obligated to consider any Customer notice of billing discrepancies
which are received by WorldCom more than sixty (60) days following the
Due Date of the invoice in question.
6. CREDIT; CREDITWORTHINESS:
(A) CREDIT Customer's execution of this Agreement signifies Customer's
acceptance of WorldCom's initial and continuing credit approval
procedures and policies. WorldCom reserves the right to withhold
initiation or full implementation of any or all Switched Services under
this Agreement pending WorldCom's initial satisfactory credit review
and approval thereof which may be conditioned upon terms specified by
WorldCom, including, but not limited to, security for payments due
hereunder in the form of a cash deposit or other means. WorldCom
reserves the right to modify its requirements, if any, with respect to
any security or other assurance provided by Customer for payments due
hereunder in light of Customer's
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actual usage when compared to projected usage levels upon which any
security or assurance requirement was based.
(B) CREDITWORTHINESS If at any time there is a material adverse change
in Customer's creditworthiness, then in addition to any other remedies
available to WorldCom, WorldCom may elect, in its sole discretion, to
exercise one or more of the following remedies: (i) cause Start of
Service for Switched Services described in a previously executed
Service Request to be withheld; (ii) cease providing Switched Services
pursuant to a Suspension Notice in accordance with Section 7(A); (iii)
decline to accept a Service Request or other requests from Customer to
provide Switched Services which WorldCom may otherwise be obligated to
accept and/or (iv) condition its provision of Switched Services or
acceptance of a Service Request on Customer's assurance of payment
which shall be a deposit or such other means to establish reasonable
assurance of payment. An adverse material change in Customer's
creditworthiness shall include, but not be limited to: (i) Customer's
material default of its obligations to WorldCom under this or any other
agreement with WorldCom; (ii) failure of Customer to make full payment
of all undisputed charges due hereunder on or before the Due Date (or
disputed charges on or before the Alternate Due Date) on three (3) or
more occasions during any period of twelve (12) or fewer months or
Customer's failure to make such payment on or before the Due Date (or
the Alternate Due Date, if applicable) in any two (2) consecutive
months; (iii) acquisition of Customer (whether in whole or by majority
or controlling interest) by an entity which is insolvent, which is
subject to bankruptcy or insolvency proceedings, which owes past due
amounts to WorldCom or any entity affiliated with WorldCom or which is
a materially greater credit risk than Customer; or, (iv) Customer's
being subject to or having filed for bankruptcy or insolvency
proceedings or the legal insolvency of Customer.
7. REMEDIES FOR BREACH.
(A) SUSPENSION OF SERVICE In the event all undisputed charges due
pursuant to WorldCom's invoice are not paid in full by the Due Date or
disputed charges owed by Customer, if any, are not paid in full by the
Alternate Due Date, WorldCom shall have the right, after giving
Customer at least ten (10) days prior notice and opportunity to pay
such charges within such 10-day period, to suspend all or any portion
of the Switched Services to Customer ("Suspension Notice") until such
time (designated by WorldCom in its Suspension Notice) as Customer has
paid in full ALL undisputed charges then due to WorldCom, including any
late fees. Following such payment, WorldCom shall reinstitute Switched
Services to Customer ONLY when Customer provides WorldCom with
satisfactory assurance of Customer's ability to pay for such Switched
Services (i.e., a deposit, letter of credit or other means acceptable
to WorldCom) and Customer's advance payment of the cost of
reinstituting such Switched Services. If Customer fails to make the
required payment by the date set forth in the Suspension Notice,
Customer will be deemed to have canceled the Services suspended
effective as of the date of suspension which cancellation shall not
relieve Customer for payment of applicable cancellation charges as
described in Section 2.
(B) DISCONNECTION OF SERVICE In the event Customer is in material
breach of this Agreement, including without limitation, failure to pay
all undisputed charges due hereunder by the date stated in the
Suspension Notice described in Subsection 7(A) above, WorldCom shall
have the right, after giving Customer at least five (5) days prior
written notice and opportunity to cure (which notice may be given
instead of or in conjunction with the Suspension Notice described in
Subsection 7(A) above), and in addition to foreclosing any security
interest WorldCom may have, to (i) disconnect all or any portion the
Switched Services being provided hereunder and/or terminate this
Agreement; (ii) withhold billing information from Customer;
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and/or (iii) contact the End Users (for whom calls are originated and
terminated solely over facilities comprising the WorldCom network)
directly and bill such End Users directly until such time as WorldCom
has been paid in full for the amount owed by Customer. If Customer
fails to make payment by the date stated in the Suspension Notice and
WorldCom, after giving Customer five (5) days prior written notice,
terminates this Agreement as provided in this Section 7, such
termination shall not relieve Customer for payment of applicable
cancellation charges as described in Section 2 above.
8. WARRANTY. WorldCom will use reasonable efforts under the circumstances to
maintain its overall network quality. The quality of Switched Services provided
hereunder shall be consistent with telecommunications common carrier industry
standards, government regulations and sound business practices. WORLDCOM MAKES
NO OTHER WARRANTIES ABOUT THE SWITCHED SERVICES PROVIDED HEREUNDER, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILlTY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE.
9. LIABILITY; GENERAL INDEMNITY; REIMBURSEMENT.
(A) LIMITED LIABILITY IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO
THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS
OF CUSTOMERS OR CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS ARISING IN
ANY MANNER FROM THIS AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE OF
OBLIGATIONS HEREUNDER.
(B) GENERAL INDEMNITY In the event parties other than Customer (e.g.,
Customer's End Users) shall have use of the Switched Services through
Customer, then Customer agrees to forever indemnify and hold WorldCom,
its affiliated companies and any third-party provider or operator of
facilities employed in provision of the Switched Services harmless from
and against any and all claims, demands, suits, actions, losses,
damages, assessments or payments which those parties may assert arising
out of or relating to any defect in the Switched Services.
(C) REIMBURSEMENT Customer agrees to reimburse WorldCom for all
reasonable costs and expenses incurred by WorldCom due to WorldCom's
direct participation (either as a party or witness) in any
administrative, regulatory or criminal proceeding concerning Customer
if WorldCom's involvement in said proceeding is based solely on
WorldCom's provision of Switched Services to Customer.
10. FORCE MAJEURE. If WorldCom's performance of this Agreement or any obligation
hereunder is prevented, restricted or interfered with by causes beyond its
reasonable control including, but not limited to, acts of God, fire, explosion,
vandalism, cable cut, storm or other similar occurrence, any law, order,
regulation, direction, action or request of the United States government, or
state or local governments, or of any department, agency, commission, court,
bureau, corporation or other instrumentality of any one or more such
governments, or of any civil or military authority, or by national emergency,
insurrection, riot, war, strike, lockout or work stoppage or other labor
difficulties, or supplier failure, shortage, breach or delay, then WorldCom
shall be excused from such performance on a day-to-day basis to the extent of
such restriction or interference. WorldCom shall use reasonable efforts under
the circumstances to avoid or remove such causes or nonperformance and shall
proceed to perform with reasonable dispatch whenever such causes are removed or
cease.
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11. STATE CERTIFICATION. Customer warrants that in all jurisdictions in which it
provides long distance services that require certification, it has obtained the
necessary certification from the appropriate governmental authority and, if
required by WorldCom, agrees to provide proof of such certification acceptable
to WorldCom. In the event Customer is prohibited, either on a temporary or
permanent basis, from continuing to conduct its telecommunications operations in
a given state, Customer shall (i) immediately notify WorldCom by facsimile, and
(ii) send written notice to WorldCom within twenty-four (24) hours of such
prohibition.
12. INTERSTATE/INTRASTATE SERVICE. Except with respect to Services specifically
designated as intrastate Services or international Services, the rates provided
to Customer in the Service Schedule are applicable only to switched Services if
such Switched Services are used for carrying interstate telecommunications
(i.e., Switched Services subject to FCC jurisdiction). WorldCom shall not be
obligated to provide Switched Services with end points within a single state or
Switched Services which originate/terminate at points both of which are situated
within a single state. In those states where WorldCom is authorized to provide
intrastate service (i.e., telecommunications transmission services subject to
the jurisdiction of state regulatory authorities), WorldCom will, at its option,
provide intrastate Switched Services pursuant to applicable state laws,
regulations and applicable tariff, if any, filed by WorldCom with-state
regulatory authorities as required by applicable law.
13. AUTHORIZED USE OF WORLDCOM NAME; PRESS RELEASES. Without WorldCom's prior
written consent, Customer shall not (i) refer to itself as an authorized
representative of WorldCom whenever it refers to the Switched Services in
promotional, advertising or other materials, or (ii) use WorldCom's logos, trade
marks, service marks, or any variations thereof in any of its promotional,
advertising or other materials. Additionally, Customer shall provide to WorldCom
for its prior review and written approval, all promotions, advertising or other
materials or activity using or displaying WorldCom's name or the Services to be
provided by WorldCom. Customer agrees to change or correct, at Customer's
expense, any such material or activity which WorldCom, in its sole judgment,
determines to be inaccurate, misleading or otherwise objectionable. Customer is
explicitly authorized to only use the following statements in its sales
literature or if in response to an inquiry by Customer's end user: (i) "Customer
utilizes the WorldCom network", (ii) "Customer utilizes WorldCom's facilities",
(iii) "WorldCom provides only the network facilities", and (iv) "WorldCom is our
network services provider". Except as specifically provided in this Section 13,
the parties further agree that any press release, advertisement or publication
generated by a party regarding this Agreement, the Services provided hereunder
or in which a party desires to mention the name of the other party or the other
party's parent or affiliated company(ies), will be submitted to the
non-publishing party for its written approval prior to publication.
14. NOTICES. Notices under this Agreement shall be in writing and delivered to
the person identified below at the offices of the parties as they appear below
or as otherwise provided for by proper notice hereunder. Customer shall notify
WorldCom in writing if Customer's billing address is different than the address
shown below. The effective date for any notice under this Agreement shall be the
date of actual receipt of such notice by the appropriate party, notwithstanding
the date of mailing or transmittal via hand delivery or facsimile.
IF TO WORLDCOM: WorldCom Network Services, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Attn: Carrier Sales Dept.
IF TO CUSTOMER: Logix Communications Corporation
13439 North Broadway Extension
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Oklahoma City, Oklahoma 73114
Attn: Stephen T. Dobson
----------------------------
Telephone No.: 405-391-8500
-------------------
Fax No.: 405-391-8515
-------------------------
15. NO-WAIVER. No term or provision of this Agreement shall be deemed waived and
no breach or default shall be deemed excused unless such waiver or consent shall
be in writing and signed by the party claimed to have waived or consented. A
consent to waiver of or excuse for a breach or default by either party, whether
express or implied, shall not constitute a consent to, waiver of, or excuse for
any different or subsequent breach or default.
16. PARTIAL INVALIDITY; GOVERNMENT ACTION.
(A) PARTIAL INVALIDITY If any part of any provision of this Agreement
or any other agreement, document or writing given pursuant to or in
connection with this Agreement shall be invalid or unenforceable under
applicable law, rule or regulation, that part shall be ineffective to
the extent of such invalidity only, without in any way affecting the
remaining parts of that provision or the remaining provisions of this
Agreement. In such event, Customer and WorldCom will negotiate in good
faith with respect to any such invalid or unenforceable part to the
extent necessary to render such part valid and enforceable.
(B) GOVERNMENT ACTION Upon thirty (30) days prior notice, either party
shall have the right, without liability to the other, to cancel an
affected portion of the Switched Service if any material rate or term
contained herein and relevant to the affected Switched Service is
substantially changed (to the detriment of the terminating party) or
found to be unlawful or the relationship between the parties hereunder
is found to be unlawful by order of the highest court of competent
jurisdiction to which the matter is appealed, the FCC, or other local,
state or federal government authority of competent jurisdiction.
17. EXCLUSIVE REMEDIES. Except as otherwise specifically provided for herein,
the remedies set forth in this Agreement comprise the exclusive remedies
available to either party at law or in equity.
18. USE OF SERVICE. Upon WorldCom's acceptance of a Service Request hereunder,
WorldCom will provide the Switched Services specified therein to Customer upon
condition that such Switched Services shall not be used for any unlawful
purpose. The provision of Switched Services will not create a partnership or
joint venture between the parties or result in a joint communications service
offering to any third parties, and WorldCom and Customer agree that this
Agreement, to the extent it is subject to FCC regulation, is an inter-carrier
agreement which is not subject to the filing requirements of Section 211(a) of
the Communications Act of 1934 (47 U.S.C. Section 211(a)) as implemented in 47
C.F.R. Section 43.51.
19. CHOICE OF LAW; FORUM.
(A) LAW This Agreement shall be construed under the laws of the State
of Oklahoma without regard to choice of law principles.
(B) FORUM Any legal action or proceeding with respect to this Agreement
may be brought in the Courts of the State of Oklahoma in and for the
County of Tulsa or the United States of America for the Northern
District of Oklahoma. By execution of this Agreement, both Customer and
WorldCom hereby submit to such jurisdiction, hereby expressly waiving
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whatever rights may correspond to either of them by reason of their
present or future domicile. In furtherance of the foregoing, Customer
and WorldCom hereby agree to service by U.S. Mail at the notice
addresses referenced in Section 14. Such service shall be deemed
effective upon the earlier of actual receipt or seven (7) days
following the date of posting.
20. PROPRIETARY INFORMATION.
(A) CONFIDENTIAL INFORMATION The parties understand and agree that the
terms and conditions of this Agreement (but not the existence thereof),
all documents referenced herein (including invoices to Customer for
Switched Services provided hereunder), communications between the
parties regarding this Agreement or the Switched Services to be
provided hereunder (including price quotes to Customer for any services
proposed to be provided or actually provided hereunder), as well as
such information relevant to any other agreement between the parties
(collectively "CONFIDENTIAL INFORMATION"), are confidential as between
Customer and WorldCom.
(B) LIMITED DISCLOSURE A party shall not disclose Confidential
Information (unless subject to discovery or disclosure pursuant to
legal process), to any other party other than the directors, officers,
and employees of a party or a party's agents including their respective
attorneys, consultants, brokers, lenders, insurance carriers or bona
fide prospective purchasers who have specifically agreed in writing to
nondisclosure of the terms and conditions hereof. Any disclosure hereof
required by legal process shall only be made after providing the
non-disclosing party with notice thereof in order to permit the
non-disclosing party to seek an appropriate protective order or
exemption. Violation by a party or its agents of the foregoing
provisions shall entitle the non-disclosing party, at its option, to
obtain injunctive relief without a showing of irreparable harm or
injury and without bond.
(C) SURVIVAL OF CONFIDENTIALITY The provisions of this Section 20 will
be effective as of the date of this Agreement and remain in full force
and effect for a period which will be the longer of (i) one (1) year
following the date of this Agreement, or (ii) one (1) year from the
termination of all Services hereunder.
21. SUCCESSORS AND ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors or assigns,
provided, however, that Customer shall not assign or transfer its rights or
obligations under this Agreement without the prior written consent of WorldCom,
which consent shall not be unreasonably withheld or delayed, and further
provided that any assignment or transfer without such consent shall be void.
22. GENERAL.
(A) SURVIVAL OF TERMS The terms and provisions contained in this
Agreement that by their sense and context are intended to survive the
performance thereof by the parties hereto shall so survive the
completion of performance and termination of this Agreement, including,
without limitation, provisions for indemnification and the making of
any and all payments due hereunder.
(B) HEADINGS Descriptive headings in this Agreement are for convenience
only and shall not affect the construction of this Agreement.
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(C) INDUSTRY TERMS Words having well-known technical or trade meanings
shall be so construed, and all listings of items shall not be taken to
be exclusive, but shall include other items, whether similar or
dissimilar to those listed, as the context reasonably requires.
(D) RULE OF CONSTRUCTION No rule of construction requiring
interpretation against the drafting party hereof shall apply in the
interpretation of this Agreement
23. ENTIRE AGREEMENT. This Agreement consists of (i) all the terms and
conditions contained herein, and (ii) all documents incorporated herein
specifically by reference. This TSA constitutes the complete and exclusive
statement of the understandings between the parties and supersedes all proposals
and prior agreements (oral or written) between the parties relating to the
Switched Services provided hereunder. No subsequent agreement between the
parties concerning the Switched Services shall be effective or binding unless it
is made in writing and subscribed to by Customer and WorldCom.
24. OTHER AGREEMENTS. Customer acknowledges and agrees that this Agreement and
the Switched Services described herein may not be combined with any other
switched services products or services offered by WorldCom, WorldCom's parent
company or WorldCom's affiliates. Additionally, Customer acknowledges and agrees
that:
(A) CURRENT SERVICES As of the Effective Date of this Agreement, (i)
all switched telecommunications services ("CURRENT SERVICES") offered
by WorldCom (formerly WilTel, Inc.), WorldCom's parent company,
WorldCom, Inc. (formerly LDDS Communications, Inc.) or any of
WorldCom's affiliates, including without limitation, IDB WorldCom
Services, Inc. (hereinafter referred to as the "WORLDCOM GROUP"), which
are currently being provided Customer (which for purposes of this
Section 24 will include Customer's parent company, Customer's
subsidiaries and any other entities under common control with Customer;
hereinafter referred to as the "CUSTOMER GROUP") pursuant to existing
service agreements ("EXISTING AGREEMENTS") will be canceled and no
longer in force or effect except for charges or credits due for Current
Services rendered as of the Effective Date of this Agreement and
provisions intended to survive termination, such as limitation of
liability, indemnification and confidentiality, and (ii) all Current
Services provided a member of the Customer Group by a member of the
WorldCom Group will be provisioned under the terms and conditions of
this TSA. Simultaneous with the execution of this Agreement, if
applicable, Customer shall cause all members of the Customer Group to
agree to the cancellation of such Existing Agreements and the provision
of Current Services under the terms and conditions of this Agreement
and Customer agrees to provide WorldCom with reasonable documentation
evidencing such agreement.
(B) THIRD PARTY AGREEMENTS If Customer acquires or merges or combines
with a third party after the Effective Date of this Agreement, and such
third party has existing agreement(s) with a member of the WorldCom
Group (collectively referred to as the "THIRD PARTY AGREEMENTS") for
the provision of switched telecommunications services ("THIRD PARTY
EXISTING SERVICES"), then ninety (90) days following the date of such
acquisition, merger or combination (or such earlier date contained in a
written notice from Customer to WorldCom) (the "TRANSFER DATE"), (i)
the Third Party Agreements will be canceled and no longer in force or
effect except for commitments, if any, contained in such Third Party
Agreements and charges and credits due for Services rendered prior to
the Transfer Date, (ii) Third Party Existing Services will be
provisioned under this Agreement, and (iii) the aggregate commitment(s)
(e.g., revenue, volume, minute, etc.) remaining under such Third Party
Agreements, if any, shall be added on
Page 11 of 12
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<PAGE>
a pro rata basis to the commitment(s), if any, existing under this
Agreement. Simultaneous with the closing of such acquisition,
combination or merger, Customer will cause such third party and all of
its affiliates who are parties to such Third Party Agreements, to agree
to the cancellation of such Third Party Agreements and the provision of
Third Party Existing Services under the terms and conditions of this
Agreement and Customer agrees to provide WorldCom with reasonable
documentation evidencing such agreement. In the event any Third Party
Agreement(s) have a provision similar to the provision contained
herein, the parties agree to negotiate in good faith concerning which
agreement (i.e., this Agreement or any Third Party Agreement) shall
survive and which agreement(s) shall be terminated.
Example: Assume (i) Customer's Commitment is $500,000, (ii)
there are twenty-four (24) months remaining in the Service
Term of this Agreement, and (iii) Customer acquires a third
party who has an existing switched telecommunications services
agreement with a member of the WorldCom Group which contains a
minimum monthly revenue commitment of $250,000 and has ten
(10) months remaining in the term of such agreement.
Customer's "new" Commitment will be $604,166 for the remaining
twenty-four (24) months in the Service Term ($500,000 +
[($250,000 x 10)/24]).
IN WITNESS WHEREOF, the parties have executed this Telecommunications
Services Agreement as of the dates set forth below which Agreement will be
effective as described in the PET attached hereto.
WORLDCOM NETWORK SERVICES, INC. LOGIX COMMUNICATIONS
CORPORATION
By: Jim Foran By: William Hoffman
------------------------- -------------------------
(Signature) (Signature)
Jim Foran William Hoffman
- - ---------------------------- ----------------------------
(Print Name) (Print Name)
Regional Sales Director Vice President
- - ---------------------------- ----------------------------
(Title) (Title)
June 23, 1998 June 12,1998
- - ---------------------------- ----------------------------
(Date) (Date)
Page 12 of 12
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<PAGE>
EFFECTIVE DATE: JUN 25 1998
-------------
WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND-TM- SWITCHED SERVICES
PROGRAM ENROLLMENT TERMS
These PROGRAM ENROLLMENT TERMS (the "PET") are made by and between
WorldCom Network Services, Inc. ("WORLDCOM") and Logix Communications
Corporation ("CUSTOMER") and are a part of their Telecommunications Services
Agreement for Switched Services. Capitalized terms not defined herein shall have
the meaning ascribed to them in the TSA, the Service Schedule or the applicable
Rate and Discount Schedule.
1. SERVICE TERM:
(A) The Service Term shall commence as of the Effective Date (as
described below) and shall continue for a period of thirty-six (36)
months (the "SERVICE TERM"). Upon expiration of the Service Term, the
Switched Services in question will continue to be provided pursuant to
the same terms and conditions as are then in effect (including without
limitation, the applicable rates, discounts and commitments, if any),
subject to termination by either party upon thirty (30) days prior
written notice to the other party. WorldCom will not be obligated to
accept any Service Request under this Agreement if Customer's initial
Service Request is (i) not submitted by Customer within thirty (30)
days of the Effective Date of this Agreement, and (ii) not subject to a
Requested Service Date within ninety (90) days of the Effective Date.
(B) For purposes of this Agreement, the appropriate Effective Date as
determined below will be filled in by WorldCom where provided above. If
Customer has an existing switched services agreement with a member of
the WorldCom Group (as defined in Subsection 24(A) of the TSA), the
"EFFECTIVE DATE" will be the 1st day of the month following the later
of (i) twenty-one (21) days after this Agreement has been fully
executed by both parties, or (ii) Customer has received a satisfactory
credit review and approval from WorldCom's Credit Department pursuant
to Subsection 6(A) of the TSA, and all security documentation, if any,
required by WorldCom has been properly executed and delivered to
WorldCom (collectively, the "CREDIT REVIEW"). If Customer does not have
an existing switched services agreement with a member of the WorldCom
Group, the "EFFECTIVE DATE" will be the date this Agreement has been
fully executed by both parties and the Credit Review has been
completed.
(C) At any time during the Service Term, WorldCom agrees that Customer
may elect to transition such Services being provided hereunder to other
products and services then being offered, provided, Customer's
commitments (whether revenue, minute or otherwise), if any, are
transferred and applied in full under any new products or services.
2. CUSTOMER'S MINIMUM REVENUE COMMITMENT:
(A) Commencing with the first day of the seventh (7th) billing period
following the Effective Date (as determined under Section 1 above) and
continuing through the end of the Service Term (including any
extensions thereto) (the "COMMITMENT PERIOD"), Customer agrees to
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<PAGE>
maintain, on a take-or-pay basis, Monthly Revenue (as defined in the
applicable Rate and Discount Schedule) of at least $500,000
("CUSTOMER'S MINIMUM REVENUE COMMITMENT").
(B) Notwithstanding anything to the contrary contained in this
Agreement, as soon as Customer's cumulative Monthly Revenue from
WorldCom under the terms of this Agreement are equal to at least
$36,000,000 ("CUSTOMERS TOTAL COMMITMENT"), Customer may elect to
terminate Customer's Minimum Revenue Commitment described in Subsection
2(A) above by providing WorldCom written notice ("CUSTOMER NOTICE"). In
such event, commencing with the first day of the first full month
following at least thirty (30) days after WorldCom receives the
Customer Notice, Customer's Minimum Revenue Commitment shall terminate
and will no longer be in force or effect. Provided, the applicable
Discounts set forth in the Rate and Discount Schedule will continue to
be applicable through the remainder of the Service Term.
(C) In the event Customer sells all or substantially all of its end
users whose traffic is maintained on the WorldCom network and the
purchasing entity does not fully assume Customer's Minimum Revenue
Commitment, WorldCom agrees to negotiate in good faith with Customer
concerning the extension of the Service Term and/or reduction in
Customer's Minimum Revenue Commitment, if necessary. It is the express
intent of the parties that in such event WorldCom will receive the
entire value of Customer's Total Commitment when considered on a
present value basis.
3. DEFICIENCY CHARGE: In the event Customer does not maintain Customer's
Minimum Revenue Commitment in any month during the Commitment Period
(regardless of whether Customer has commenced using any or all of the
Switched Services described herein), then for those month(s) only,
Customer will pay WorldCom the difference between Customer's Minimum
Revenue Commitment and Customer's actual Monthly Revenue (as described
in the applicable Rate and Discount Schedule) (the "DEFICIENCY
CHARGE"). The Deficiency Charge will be due at the same time payment is
due for Service provided to Customer, or immediately in an amount equal
to Customer's Minimum Revenue Commitment for the unexpired portion of
the Service Term, if WorldCom terminates this Agreement based on
Customer's default.
4. REQUIREMENTS: In consideration of the rates and discounts set forth in
this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, commencing with the
Effective Date of this Agreement and continuing until Customer's actual
cumulative Monthly Revenue is equal to Customer's Total Commitment,
Customer agrees to purchase at least eighty percent (80%) of its
telecommunications services requirements (which services are described
in this Agreement) from WorldCom under the terms and conditions set
forth in this Agreement ("CUSTOMER'S REQUIREMENTS OBLIGATION"). Upon
request from WorldCom, Customer agrees to provide WorldCom reasonable
documentation evidencing Customer's compliance with this Section 4.
Notwithstanding anything to the contrary contained in this Section 4,
Customer's Requirements Obligation will not apply with respect to those
services which are (i) provisioned and maintained on Customer's own
network, (ii) required to be purchased from third parties in order to
satisfy requirements under agreements with third parties in effect as
of the Effective Date of this Agreement (but only as long as such
requirements are in effect), or (iii) Intrastate TERMINATION Services
solely within the State of Texas.
5. SPECIAL RATES. Notwithstanding anything to the contrary contained in
the Rate and Discount Schedule attached hereto, commencing with the
Effective Date and continuing through the end of the Service Term,
Customer will receive the special rates (the "SPECIAL RATES") shown in
Subparts (i) through (iii) below. The Special Rates will be subject to
the discount
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<PAGE>
percentage, if applicable, set forth in the Rate and Discount Schedule.
All other rates will be as set forth in the Rate and Discount Schedule.
(i) TERMINATION Service - Customer's Interstate rate for calls
within the 48 contiguous United States (excluding calls
terminating to a SUPERSAVER LATA) will be $0.0480.
(ii) TERMINATION Service - Customer's Interstate rate for
calls within the 48 contiguous United States terminating to a
SUPERSAVER LATA will be $0.0410.
(iii) TOLL FREE ORIGINATION Service - Customer's Interstate
rate for calls within the 48 contiguous United States
originating from a SUPERSAVER LATA will be $0.0485.
(iv) SWITCHED ACCESS Service - Customer's Intrastate rate for
1+ calls within the State of Texas will be $0.1175.
(v) DEDICATED ACCESS Service - Customer's Off-Peak rate for
calls from the 48 contiguous United States to Mexico (i) for
Bands 1, 2 and 3 will be $0.1800, and (ii) for Bands 4, 5, 6,
7 and 8 will be $0.2800.
6. RATE STABILITY/RIGHT OF FIRST REFUSAL.
(A) In consideration of Customer's Requirements Obligation and other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, notwithstanding anything to the contrary
contained in Subsection 5(C) of the TSA, commencing with the Effective
Date and continuing for a period of twelve (12) months thereafter,
WorldCom agrees to not modify Customer's charges set forth in the Rate
and Discount Schedule as modified by Section 5 of this PET.
(B) Commencing with the thirteenth (13th) month following the Effective
Date, in the event Customer receives a bona fide offer (the "OFFER")
from AT&T Communications, Inc. or Sprint Communications Company ("THIRD
PARTY") to provide Services similar to the services provided hereunder
at rates which are at least seven percent (7%) lower than the rates
then being offered by WorldCom hereunder, Customer agrees to notify
WorldCom in writing of such Offer specifying the type of Service and
rate being offered by such Third Party (the "NOTICE"). WorldCom will
have ten (10) business days from receipt of such Notice to notify
Customer of its election to offer such Service(s) at the rate(s)
contained in the Offer. In the event WorldCom elects not to offer such
Services at the rates contained in the Offer (or fails to respond to
the Offer within such ten-day period), Customer may purchase such
Services from the Third Party and the provisions of Section 4 shall not
apply. During the Service Term and for a period of six (6) months
thereafter, upon WilTel's request, Customer agrees to provide WilTel
with reasonable documentation to substantiate the charges paid to such
Third Party for Services as described in this Section 6.
7. TOLL FREE NUMBERS. Notwithstanding anything to the contrary contained
in Section 9 of the Service Schedule, Customer's Monthly Recurring
Charge for every set of three (3) features will be $25.00.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed these
Classic/TRANSCEND-TM- Switched Services Program Enrollment Terms.
WORLDCOM NETWORK SERVICES, INC. LOGIX COMMUNICATIONS
CORPORATION
By: Jim Foran By: William Hoffman
--------------------------- ----------------------------
(Signature) (Signature)
Jim Foran William Hoffman
- - ------------------------------ ------------------------------
(Print Name) (Print Name)
Regional Sales Director Vice President
- - ------------------------------ ------------------------------
(Title) (Title)
Page 4 of 4
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<PAGE>
WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND-TM- SWITCHED SERVICES
SERVICE SCHEDULE
This Service Schedule is made by and between WorldCom Network Services,
Inc. ("WORLDCOM") and Logix Communications Corporation ("CUSTOMER") and is a
part of their Telecommunication Services Agreement for Switched Services.
Neither Customer nor WorldCom shall be obligated with respect to the Switched
Services described below, nor any other condition of such Switched Services
until Customer has submitted and WorldCom has accepted a Service Request with
respect to the particular Switched Service. Capitalized terms not defined herein
shall have the meaning ascribed to them in the TSA, the PET or the applicable
Rate and Discount Schedule.
1. SWITCHED SERVICES: During the Service Term of the Agreement, WorldCom will
provide the following Switched Services (all as more particularly described
herein), (i) to and from the locations below, and (ii) for the charges and
applicable discounts set forth in the applicable Rate and Discount Schedule
attached herewith:
(a) "TERMINATION Service" which is WorldCom's termination of calls
received from Customer's Service Interconnection(s).
(b) "TOLL FREE ORIGINATION Service" which is the origination of
Toll Free calls by WorldCom and the termination of such calls
to Customer's Service Interconnection(s).
(c) "SWITCHED ACCESS Service" which is the origination (via
individual telephone access lines) and termination of calls
solely over facilities comprising the WorldCom network.
(d) "DEDICATED ACCESS Service" which is the origination and
termination of calls solely over facilities comprising the
WorldCom network which origination or termination is via
dedicated access lines.
(e) "TRAVEL CARD Service" which is the origination (via Travel
Card Toll Free number access) and termination of calls solely
over facilities comprising the WorldCom network.
2. SERVICE INTERCONNECTIONS:
(a) In order to utilize (i) TERMINATION Service and TOLL FREE
ORIGINATION Service, one or more full time dedicated connections
between Customer's network and the WorldCom network at one or more
WorldCom designated locations ("WORLDCOM POP") must be established
("CARRIER SERVICE INTERCONNECTIONS"), and (ii) DEDICATED ACCESS
Service, one or more full time dedicated connections between an End
User's private branch exchange ("PBX") or other customer premise
equipment and the WorldCom network at one or more WorldCom POP(s) must
be established ("DEDICATED SERVICE INTERCONNECTIONS"). Each Carrier
Service Interconnection and Dedicated Service
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<PAGE>
Interconnection shall be comprised of one or more dedicated access
circuits, as the case may be. Carrier Service Interconnections and
Dedicated Service Interconnections are collectively referred to as
"SERVICE INTERCONNECTIONS".
(b) The circuit(s) comprising each Service Interconnection to a
WorldCom POP shall be requested by Customer on the appropriate WorldCom
Service Request. Each Service Request will describe (among other
things) the WorldCom POP to which a Service Interconnection is to be
established, the Requested Service Date therefor, the type and quantity
of circuits comprising the Service Interconnection and any charges and
other information relevant thereto, such as, Customer's terminating or
originating switch location, as the case may be. Such additional
information may be obtained from Customer or gathered by WorldCom and
recorded in Technical Information Sheets provided by WorldCom.
(c) Once ordered, and unless otherwise provided for in this TSA,
Service Interconnections or the circuits comprising each Service
Interconnection may only be canceled by Customer upon not less than
thirty (30) days prior written notice to WorldCom.
(d) With respect to a Carrier Service Interconnection, absent the
automatic number identification ("ANI") of the calling party, Customer
shall provide WorldCom with a written certification (the
"CERTIFICATION") of the percentage of interstate (including
international) and intrastate minutes of use relevant to the minutes of
traffic to be terminated in the same state in which the WorldCom POP is
located to which the Carrier Service Interconnection is made. This
Certification shall be provided by Customer prior to Start of Service
for any Carrier Service Interconnection and may be modified from time
to time by Customer and subject to recertification upon the request of
WorldCom which requests shall not be made unilaterally by WorldCom more
than once each calendar quarter. Any such modification(s) or
Certification(s) shall be effective as of the first day of any calendar
month and following at least forty-five (45) days notice from Customer.
In the event Customer fails to make such Certification, the relevant
minutes of use will be deemed to be subject to the Intrastate Rates
described in the applicable Rate and Discount Schedule. In the event
WorldCom or any other third party requires an audit of WorldCom's
interstate/intrastate minutes of traffic, Customer agrees to cooperate
in such audit at its expense and make its call detail records, billing
systems and other necessary information reasonably available to
WorldCom or any third party solely for the purpose of verifying
Customer's interstate/intrastate minutes of traffic. Customer agrees to
indemnify WorldCom for any liability WorldCom incurs in the event
Customer's Certification is different than that determined by the
audit.
(e) With respect to Carrier Service Interconnections, Customer shall be
solely responsible for establishing and maintaining each Carrier
Service Interconnection over facilities subject to WorldCom's approval.
With respect to Dedicated Service Interconnections, WorldCom will
provision and maintain local access facilities between the End User
location (i.e., PBX) and the WorldCom POP, subject to any LEC charges
plus other applicable terms and charges set forth in WorldCom's F.C.C.
Tariff No. 5, however, Customer may elect to be responsible for
establishing each Dedicated Service Interconnection over facilities
subject to WorldCom's approval. Service Interconnections shall only be
comprised of DS-1 facilities unless otherwise provided for in the
Service Request and agreed to in writing by WorldCom. If a Service
Interconnection is proposed to be made via a local exchange carrier,
WorldCom will have the authority to direct Customer to utilize
WorldCom's entrance facilities or local serving arrangement ("LSA")
with the
Page 2 of 8
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<PAGE>
relevant local telephone operating company, and Customer will be
subject to a non-discriminatory charge therefor from WorldCom. The
monthly recurring charge relevant to Customer's use of LSA capacity
shall be subject to upward adjustment by WorldCom from time to time
which adjustment, if any, shall not exceed the rate that otherwise
would be charged for the equivalent switched access capacity between
the same points by the relevant local telephone operating company
pursuant to its published charges for the type of service in question.
(f) If other private line interexchange facilities are necessary to
establish a Service Interconnection, and such facilities are requested
from WorldCom, such facilities will be provided on an individual case
basis.
(g) Commencing with the second full calendar month following Start of
Service for each circuit comprising a Service Interconnection (i.e.,
both Carrier Service Interconnections and Dedicated Service
Interconnections) and thereafter, Customer will maintain Switched
Services measured usage charges per DS-1 (or DS-1 equivalent circuit)
of not less than $1,500 per calendar month/billing period ("MINIMUM
MONTHLY USAGE"). In the event Customer fails to obtain the required
Minimum Monthly Usage for the circuits comprising each Service
Interconnection, WorldCom will charge and Customer will pay the
difference between the number of DS-1s times the Minimum Monthly Usage
(i.e., $1,500) and Customer's total Switched Services measured usage
charges for the circuit(s) comprising the Service Interconnection in
question ("MINIMUM USAGE CHARGE"). WorldCom TERMINATION Service and
TOLL FREE ORIGINATION Service minutes carried over the same Service
Interconnection, if any, shall be included in determining if Customer
has met the Minimum Monthly Usage requirement.
Example: Assume Customer's actual Switched Services measured
usage charges for 2 DS-1s comprising a Carrier Service
Interconnection at WorldCom POP A is $3,500, Customer's actual
Switched Services measured usage charges for 2 DS-1s
comprising a Carrier Service Interconnection at WorldCom POP B
is $4,500, and Customer's End User's actual Switched Services
measured usage charges for 1 DS-1 comprising a Dedicated
Service Interconnection at WorldCom POP C is $600. Customer
would not be subject to a Minimum Usage Charge since
Customer's actual Minimum Monthly Usage is $8,600 which
exceeds Customer's Minimum Monthly Usage of $7,500 [5 x
$1,500].
(h) DS-1 circuits comprising all Service Interconnections will be
subject to a nonrecurring $400 per DS-1 switch port installation
charge, and DS-3 circuits comprising all Service Interconnections will
be subject to a nonrecurring per DS-3 switch port installation charge
as determined on an individual case basis.
3. FORECASTS: Before Customer's initial order for Switched Services, Customer
shall provide WorldCom with a forecast regarding the number of minutes expected
to be terminated or originated in various LATAs and/or Tandems, so as to enable
WorldCom to configure optimum network arrangements. IN THE EVENT CUSTOMER'S
SWITCHED SERVICE TRAFFIC VOLUMES RESULT IN A LOWER THAN INDUSTRY STANDARD
COMPLETION RATE OR OTHERWISE ADVERSELY AFFECT THE WORLDCOM NETWORK, WORLDCOM
RESERVES THE RIGHT TO BLOCK THE SOURCE OF SUCH ADVERSE TRAFFIC AT ANY TIME.
Customer will provide WorldCom with additional forecasts from time to time upon
WorldCom's request which shall not be more frequent than once every three (3)
months.
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<PAGE>
4. START OF SERVICE: Start of Service for the various Switched Services will
occur as described below:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------
SERVICE START OF SERVICE
- - -------------------------------------------------------------------------------
<S> <C>
TERMINATION Service Concurrently with the activation of
each circuit comprising Carrier
Service Interconnections relevant to
TERMINATION Service
- - -------------------------------------------------------------------------------
TOLL FREE ORIGINATION Concurrently with the activation of
Service each circuit comprising Carrier
Service Interconnections relevant to
TOLL FREE ORIGINATION Service
- - -------------------------------------------------------------------------------
SWITCHED ACCESS ANI by ANI basis concurrently with
Service the activation of each ANI to be
served, and a TOLL FREE Number by
TOLL FREE Number basis
concurrently with activation of
each TOLL FREE Number
- - -------------------------------------------------------------------------------
DEDICATED ACCESS Concurrently with the activation of
Service each circuit comprising Dedicated
Service Interconnections
- - -------------------------------------------------------------------------------
TRAVEL CARD Service Code by Code basis concurrently with
the activation of each Code
- - -------------------------------------------------------------------------------
</TABLE>
5. LIMITATION OF ORIGINATION OR TERMINATION LOCATIONS:
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------
SWITCHED SERVICE ORIGINATION FROM TERMINATION TO
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C>
TERMINATION Service Any WorldCom POP Any direct dialable
location worldwide
- - ------------------------------------------------------------------------------------------------------
TOLL FREE Locations in the 48 Any Customer
ORIGINATION Service contiguous United designated Carrier
States, Hawaii, Service
Alaska, the US Interconnection
Virgin Islands,
Puerto Rico and
Canada
- - ------------------------------------------------------------------------------------------------------
SWITCHED ACCESS All equal access Any direct dialable
(1+) Service exchanges in the 48 location worldwide
contiguous United
States (except in
LATA 921-Fishers
Island, New York)
and Hawaii
- - ------------------------------------------------------------------------------------------------------
SWITCHED ACCESS Locations in the 48 Locations in the 48
(Toll Free) Service contiguous United contiguous United
States, Hawaii, States and Hawaii
Alaska, the US
Virgin Islands,
Puerto Rico
- - ------------------------------------------------------------------------------------------------------
DEDICATED ACCESS Locations in the 48 Any direct dialable
(1+) Service contiguous United location worldwide
States
- - ------------------------------------------------------------------------------------------------------
DEDICATED ACCESS Locations in the 48 Any Customer
(Toll Free) Service contiguous United designated
States, Hawaii, Dedicated Service
Alaska, the US Interconnection
Virgin Islands,
Puerto Rico
- - ------------------------------------------------------------------------------------------------------
BASIC TRAVEL CARD Locations in the 48 Locations in the 48
Service contiguous United contiguous United
States States, Hawaii,
Alaska, the US
Virgin Islands,
Puerto Rico and
Canada
- - ------------------------------------------------------------------------------------------------------
BASIC TRAVEL CARD Locations in Locations in the 48
Services Hawaii, Alaska, the contiguous United
US Virgin Islands, States
Puerto Rico and
Canada
- - ------------------------------------------------------------------------------------------------------
BASIC TRAVEL CARD Select Locations in the 48
Service International contiguous United
locations. States
- - ------------------------------------------------------------------------------------------------------
TRAVEL CARD Service SEE Schedule 6 to SEE Schedule 6 to
- - - Enhanced Features the applicable Rate the applicable Rate
and Discount and Discount
Schedule. Schedule.
- - ------------------------------------------------------------------------------------------------------
</TABLE>
6. BILLING INCREMENTS:
(A) Classic Service - (i) all calls (excluding California
IntraLATA and California intrastate calls and calls to International
Locations, Canada and Mexico) will be billed in
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six (6) second increments and subject to a six (6) second minimum
charge, (ii) California IntraLATA and California intrastate calls will
be billed in six (6) second increments and subject to an eighteen (18)
second minimum, and (ii) calls to International Locations, Canada and
Mexico will be billed in six (6) second increments and subject to a
thirty (30) second minimum charge.
(B) TRANSCEND-TM- Service - (i) all calls (excluding calls to
International Locations, Canada and Mexico and calls from Canada) will
be billed in six (6) second increments and subject to a six (6) second
minimum charge, and (iii) calls to International Locations, Canada and
Mexico and calls from Canada will be billed in six (6) second
increments and subject to a thirty (30) second minimum charge.
(C) All calls will be billed (i) utilizing Hardware Answer Supervision
where available and with respect to TOLL FREE Services, commencing with
Customer's switch wink or answer back. If Customer is found to be
non-compliant in passing back appropriate answer supervision, i.e.,
answer back, WorldCom reserves the right to suspend TOLL FREE Service
or deny requests by Customer for additional Service until appropriate
compliance is established.
7. CDR MEDIA: WorldCom will provide Call Detail Records (CDRs) for WorldCom's
Switched Services in machine readable form in one of several magnetic tape
formats (selected by Customer on Customer's Service Request) ("CDR MEDIA"). CDR
Media provided under this Section (i) monthly is provided at no charge, (ii)
weekly is subject to a recurring monthly charge of $150, and (iii) daily is
subject to the applicable non-recurring Installation Charge as described below
(plus all leased-line and equipment costs necessary to implement Daily CDR Media
which will be determined on an individual case basis depending on Customer's
specific configuration).
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------
TYPE TOTAL CONTRACT NON-RECURRING
VALUE INSTALLATION CHARGE
- - ---------------------------------------------------------------------------------------
<S> <C> <C>
Daily CDR Media- < $1,000,000 $1,000
Customer provided $1,000,000+ $1,000
hardware and software
- - ---------------------------------------------------------------------------------------
Daily CDR Media-PC < $1,000,000 $5,000
Solution $1,000,000+ $2,500
- - ---------------------------------------------------------------------------------------
Sub-Daily CDR Media- < $1,000,000 $1,000
Customer provided $1,000,000+ $1,000
hardware and software
- - ---------------------------------------------------------------------------------------
Sub-Daily CDR Media-PC < $1,000,000 $5,000
Solution $1,000,000+ $2,500
- - ---------------------------------------------------------------------------------------
</TABLE>
8. TOLL FREE NUMBERS:
(a) TOLL FREE numbers will be issued to Customer (i.e., issuance
equates to activation or reservation, whichever occurs first) on a
random basis. Customer requests for specific numbers will be considered
by WorldCom, and if provided, will be subject to additional charges as
set forth below and WorldCom's then current reservation policy which
shall also apply to any randomly selected and reserved TOLL FREE
number. At any time preceding three (3) months from the scheduled
expiration of the Service Term, Customer may only reserve TOLL FREE
numbers in an amount equal to the greater of (i) 50, or (ii) fifteen
percent (15%) of the total number of TOLL FREE numbers activated by
WorldCom for Customer. Customer requests for TOLL FREE numbers
inconsistent with the above stated conditions may be considered by
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<PAGE>
WorldCom on an individual case basis. TOLL FREE numbers reserved for
Customer will be activated upon Customer's request, however, with
respect to TRANSCEND-TM- Service, WorldCom may charge Customer an SMS
Storage fee for each TOLL FREE number.
(b) Customer Request for Specific Numbers - $25 per individual TOLL
FREE number.
(c) Customer specifically agrees that regardless of the method in which
a TOLL FREE number is reserved for or otherwise assigned to Customer,
that Customer will not seek any remedy from WorldCom under a theory of
detrimental reliance or otherwise that such TOLL FREE number(s) are
found not to be available for Customer's use until such TOLL FREE
number is put in service for the benefit of Customer, and that such
TOLL FREE number(s) shall not be sold, bartered, brokered or otherwise
released by Customer for a fee ("TOLL FREE NUMBER TRAFFICKING"). Any
attempt by Customer to engage in TOLL FREE Number Trafficking shall be
grounds for reclamation by WorldCom for reassignment of the TOLL FREE
number(s) reserved for or assigned to Customer.
9. ENHANCED TOLL FREE SERVICES: The following TOLL FREE identification services
and routing options (collectively, "ENHANCED TOLL FREE SERVICES") are available
from WorldCom:
IDENTIFICATION SERVICES:
i. Dialed Number Identification Service - identification of
specific TOLL FREE number dialed.
ii. Real-Time ANI - receipt of telephone number of calling
party.
TOLL FREE ROUTING OPTIONS:
i. Message Referral - recording (up to six (6) months) that
informs callers that the TOLL FREE number has been
disconnected or refers callers to new number.
ii. Call Area Selection - selection or blockage of locations from
which TOLL FREE numbers can be received (i.e., State, NPA,
LATA or NXX level).
iii. Call Distributor Routing - distribution of TOLL FREE traffic
evenly over dedicated access lines in a trunk group (e.g.,
ascending, descending, most idle, least idle).
iv. Route Completion (Overflow) - overflow of TOLL FREE dedicated
access traffic only to up to five (5) pre-defined alternate
routing groups (e.g., dedicated access, WATs access lines or
switched access lines).
v. Geographic Routing - termination of calls to a single TOLL
FREE number from two or more originating routing groups to
different locations.
Page 6 of 8
CONFIDENTIAL
<PAGE>
vi. Time-of-Day Routing - routing of calls to single TOLL FREE
number based on time of day (up to forty-eight (48) time slots
of 15-minute increments in a 24-hour period).
vii. Day-of-Week Routing - routing of calls to single TOLL FREE
number based on each day of the week.
viii. Day-of-Year Routing - routing of calls to single TOLL FREE
number based on up to fifteen (15) customer-specified
holidays.
ix. Percent Allocation Routing - routing of calls for each
originating routing group to two (2) or more terminating
locations based on customer-specified percentage.
Customer will receive the Identification Services described above at no
charge. The minutes of use rates for TOLL FREE Routing Options
described above (in addition to the TOLL FREE Routing Option Feature
Charges described below) will be the same rates for SWITCHED ACCESS
Service (TOLL FREE) and DEDICATED ACCESS Service (TOLL FREE), whichever
is applicable, as described in the applicable Rate and Discount
Schedule excluding Route Completion (Overflow). If Customer selects
Route Completion (Overflow) and Customer's traffic overflows from
DEDICATED ACCESS Service (TOLL FREE) to SWITCHED ACCESS Service (TOLL
FREE), Customer's minute of use rate will be the rate associated with
SWITCHED ACCESS Service (TOLL FREE). The TOLL FREE Routing Option
Feature Charges are as follows:
INSTALLATION CHARGE: $50.00 PER feature; maximum of $250.00
per TOLL FREE number,
CHANGE ORDER CHARGE: $50.00 PER feature; maximum of $250.00
per TOLL FREE number.
MONTHLY RECURRING CHARGE: $25.00 PER feature; maximum of
$150.00 per TOLL FREE number.
EXPEDITE CHARGE: $500.00 (i.e., outside normal interval time
of four (4) business days).
Note: More than ten (10) points of termination for a single
feature will be treated as two (2) features. Further, every
additional ten (10) points of termination will be treated as
a separate feature.
10. RESPORG SERVICES: Responsible Organization Services (relevant
to TOLL FREE Numbers) if provided by WorldCom will be provided by
WorldCom pursuant to WorldCom's F.C.C. Tariff No. 5.
11. AUTHORIZATION CODES FOR TRAVEL CARD SERVICE: WorldCom will supply Customer
with authorization codes ("Codes") containing nine (9) or fourteen (14) digits
for use with a corresponding TOLL FREE Service number for origination and
termination of TRAVEL CARD Service calls. The Codes may be obtained by Customer
in blocks of ten (10) not to exceed a total of 1000 Codes at any one time.
WorldCom reserves the right to deny access to any Code at any time.
Page 7 of 8
CONFIDENTIAL
<PAGE>
12. INBOUND PORTION OF TRAVEL CARD SERVICE CALL: The inbound service portion of
a TRAVEL CARD Service call (i.e., the TOLL FREE Service) must be provided by
WorldCom.
13. ACCOUNTING CODES: For every billed telephone number (BTN) requested by
Customer, whether verified or non-verified, Customer shall pay a monthly
recurring charge of $15.
14. PAY PHONE SURCHARGE: In the event WorldCom is required to compensate
payphone service providers (PSPs) for toll-free or access code calls which
originate from payphones (including without limitation, any Order adopted by the
FCC) ("Payphone Surcharge"), WorldCom will charge and Customer agrees to pay
WorldCom the amount of the Payphone Surcharge which is required to be paid by
WorldCom.
15. RBOC TERMINATION/ORIGINATION: With respect to Classic Switched Services,
following Start of Service for TERMINATION SERVICE, TOLL FREE ORIGINATION
Service and/or DEDICATED ACCESS Service, Customer will maintain at least 80% of
the minutes of traffic (during any calendar month or pro rata portion thereof)
comprising Customer's TERMINATION Service, TOLL FREE ORIGINATION Service and
DEDICATED ACCESS Service for termination or origination in a Tandem owned and
operated by a Regional Bell Operating Company ("RBOC Terminations/Originations")
and subject to such RBOC's tariffed access charges. WorldCom shall have the
right to apply a ($.015) per minute surcharge to the number of minutes by which
Non-RBOC Terminations/Originations exceed 20% of total monthly TERMINATION
Service, TOLL FREE ORIGINATION Service and DEDICATED ACCESS Service minutes.
16. PRESUBSCRIBED INTEREXCHANGE CARRIER CHARGE (PICC): With respect to Classic
Switched Services, WorldCom Will charge Customer for any LEC-assessed
presubscribed interexchange carrier charge ("PICC Charge") which PICC Charge
will be reasonably determined by WorldCom as of a date certain each month (the
"PICC Charge Determination Date") but only if WorldCom is directly billed by the
LEC for such PICC Charge. Customer's PICC Charge will be determined as of the
PICC Charge Determination Date and will be based on the same criteria for which
WorldCom is assessed such charge by the LEC (e.g., number and type of Customer's
End Users (i.e., residential or business) as well as the type of line associated
with each such End User (i.e., single line, secondary line or multi-line). This
Section 16 will be deemed to include any other similar additional charges
assessed by a LEC after the date of this Agreement. (i.e., charges for which
WorldCom is not currently being assessed).
IN WITNESS WHEREOF, Customer has initialed this CLASSIC/TRANSCEND-TM-
SWITCHED SERVICES Service Schedule on the date first written above.
LOGIX COMMUNICATIONS CORPORATION
Customer's Initials [ILLEGIBLE]
---------
Page 8 of 8
CONFIDENTIAL
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
CLASSIC SWITCHED SERVICES
RATE AND DISCOUNT SCHEDULE
This Rate and Discount Schedule is made by and between WorldCom Network
Services, Inc. ("WorldCom") and Logix Communications Corporation ("Customer")
and is a part of their TeleCommunications Services Agreement for Switched
Services. Capitalized terms not defined herein shall have the meaning ascribed
to them in the TSA, the PET or the Service Schedule. NOTE: ANY MODIFICATIONS,
ADDITIONS OR DELETIONS FROM THIS RATE AND DISCOUNT SCHEDULE WILL NOT BE
EFFECTIVE UNLESS SPECIFICALLY SET FORTH IN THE PET.
I. RATES
(A) TERMINATION Service
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - --------------------------------------------------------------------------------
<S> <C>
INTERSTATE
- - - Within the 48 contiguous United $0.0550 Day/Nonday
States (excluding termination to
SUPERSAVER LATAs)
- - - Within the 48 Contiguous $0.0450 Day/Nonday
United States (termination to
SUPERSAVER LATAs on Schedule 1
- - --------------------------------------------------------------------------------
INTERSTATE Extended
- - - 48 contiguous United States to $0.1108 Day/$0.0887 Nonday
Hawaii
- - - 48 contiguous United States to $0.1120 Day/$0.0950 Nonday
Alaska, Puerto Rico and US
Virgin Islands
- - --------------------------------------------------------------------------------
INTRASTATE TRIANGLE SEE Schedule 2 (DEDICATED
ACCESS Service Rates)
- - --------------------------------------------------------------------------------
INTERNATIONAL TRIANGLE
- - - 48 Contiguous United States to SEE Schedule 5*
International locations
(excluding Canada and Mexico)
- - - 48 contiguous United States to SEE Schedule 3
Canada
- - - 48 contiguous United States to SEE Schedule 3
Mexico
- - --------------------------------------------------------------------------------
</TABLE>
TRIANGLE NOT SUBJECT TO DISCOUNT.
* Based on Customer's Minimum Revenue Commitment described in Section 2 of the
PET rounded down to the nearest level.
(B) TOLL FREE ORIGINATION Service
<TABLE>
<CAPTION>
JURISDICTION RATE PER MINUTE
- - ----------------------------------------------------------------------------------------------
INTERSTATE
- - ----------------------------------------------------------------------------------------------
<S> <C>
- - - Within the 48 contiguous United $0.0550 Day/Nonday
States (excluding origination to
SUPERSAVER LATAs)
- - - Within the 48 Contiguous $0.0500 Day/Nonday
United States (origination from
SUPERSAVER LATAs on Schedule 1
- - ----------------------------------------------------------------------------------------------
INTERSTATE Extended
- - - Hawaii to 48 contiguous United States $0.1279 Day/$0.1110 Nonday
- - - Alaska to 48 contiguous United States $0.2457 Day/$0.2379 Nonday
- - - Puerto Rico to 48 contiguous United States $0.1500 Day/$0.1465 Noday
- - - US Virgin Islands to 48 contiguous United States $0.1899 Day/$0.1821 Noday
- - ----------------------------------------------------------------------------------------------
Page 1 of 5
CONFIDENTIAL
<PAGE>
- - ----------------------------------------------------------------------------------------------
INTRASTATE TRIANGLE SEE Schedule 2 (DEDICATED
ACCESS Service Rates)
- - ----------------------------------------------------------------------------------------------
INTERNATIONAL TRIANLGE
- - - Canada to 48 Contiguous United SEE Schedule 3 (DEDICATED
States ACCESS Service Rates)
- - ----------------------------------------------------------------------------------------------
</TABLE>
TRIANGLE NOT SUBJECT TO DISCOUNT.
(C) SWITCHED ACCESS Service
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - ----------------------------------------------------------------------------------------------
<S> <C>
INTERSTATE (1+ and TOLL FREE)
- - - Within the 48 contiguous United $0.0850 Day/Nonday
States
- - ----------------------------------------------------------------------------------------------
INTERSTATE (1+) Extended
- - - 48 contiguous United States to $0.1470 Day/$0.1219 Nonday
Hawaii
- - - 48 contiguous United States to $0.1470 Day/$0.1300 Nonday
Alaska, Puerto Rico and US
Virgin Islands
- - - Hawaii to 48 contiguous United $0.1550 Day/$0.1470 Nonday
States
- - - Hawaii to Alaska, Puerto Rico $0.1751 Day/$0.1581 Nonday
and US Virgin Islands
- - ----------------------------------------------------------------------------------------------
INTERSTATE (TOLL FREE) Extended TRIANGLE
- - - Hawaii to 48 contiguous United $0.1550 Day/$0.1470 Nonday
States
- - - Alaska to 48 contiguous United $0.2728 Day/$0.2651 Nonday
States
- - - Puerto Rico to 48 contiguous $0.1830 Day/$0.1783 Nonday
United States
- - - US Virgin Islands to 48 $0.2170 Day/$0.2093 Nonday
contiguous United States
- - ----------------------------------------------------------------------------------------------
INTRASTATE (1+ and TOLL FREE) TRIANGLE SEE Schedule 2
- - ----------------------------------------------------------------------------------------------
INTERNATIONAL TRIANGLE
- - - 48 Contiguous United States to SEE Schedule 4*
International locations
(excluding Canada and Mexico)
- - - 48 contiguous United States to SEE Schedule 3
Canada
- - - 48 contiguous United States to SEE Schedule 3
Mexico
- - - Hawaii to certain International SEE Schedule 7
locations
- - - Hawaii to Canada SEE Schedule 3
- - - Hawaii to Mexico SEE Schedule 3
</TABLE>
TRIANGLE NOT SUBJECT TO DISCOUNT.
* Based on Customer's Minimum Revenue Commitment described in Section 2 of the
PET rounded down to the nearest level.
(D) DEDICATED ACCESS Service
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - ----------------------------------------------------------------------------------------------
<S> <C>
INTERSTATE (1+)
- - - Within the 48 contiguous United $0.0550 Day/Nonday
States (excluding termination to
SUPERSAVER LATAs)
- - - Within the 48 contiguous United $0.0450 Day/Nonday
States (termination to
SUPERSAVER LATAs on Schedule 1
- - ----------------------------------------------------------------------------------------------
INTERSTATE (TOLL FREE)
- - - Within the 48 contiguous United $0.0550 Day/Nonday
States (excluding termination
from SUPERSAVER LATAs)
- - - Within the 48 contiguous United
States (termination from $0.0500 Day/Nonday
SUPERSAVER LATAs on Schedule 1
- - ----------------------------------------------------------------------------------------------
INTERSTATE (1+) Extended
- - - 48 contiguous United States to $0.1108 Day/$0.0887 Nonday
Hawaii
- - - 48 contiguous United States to $0.1120 Day/$0.0950 Nonday
Alaska, Puerto Rico and US
Virgin Islands
- - ----------------------------------------------------------------------------------------------
Page 2 of 5
CONFIDENTIAL
<PAGE>
- - ----------------------------------------------------------------------------------------------
INTERSTATE (TOLL FREE) Extended*
- - - Hawaii to 48 contiguous United $0.1279 Day/$0.1110 Nonday
States
- - - Alaska to 48 contiguous United $0.2457 Day/$0.2379 Nonday
States
- - - Puerto Rico to 48 contiguous $0.1500 Day/$0.1465 Nonday
United States
- - - US Virgin Islands to 48 $0.1899 Day/$0.1821 Nonday
contiguous United States
- - ----------------------------------------------------------------------------------------------
INTRASTATE (1+ and TOLL FREE)* SEE Schedule 2
- - ----------------------------------------------------------------------------------------------
INTERNATIONAL*
- - - 48 contiguous United States to SEE Schedule 5*
International locations
(excluding Canada and Mexico)
- - - 48 contiguous United States to SEE Schedule 3
Canada
- - - 48 contiguous United States to SEE Schedule 3
Mexico
- - ----------------------------------------------------------------------------------------------
</TABLE>
TRIANGLE NOT SUBJECT TO DISCOUNT.
* Based on Customer's Minimum Revenue Commitment described in Section 2 of the
PET rounded down to the nearest level.
(E) TRAVEL CARD Service
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - ----------------------------------------------------------------------------------------------
BASIC INTERSTATE
<S> <C>
- - - Within the 48 contiguous United $0.1200 Day/Nonday
States
- - ----------------------------------------------------------------------------------------------
BASIC INTERSTATE Extended
- - - 48 contiguous United States to $0.1450 Day/Nonday
Alaska, Hawaii, Puerto Rico and
US Virgin Islands
- - - Hawaii to 48 contiguous United $0.1550 Day/$0.1470 Nonday
States
- - - Alaska to 48 contiguous United $0.2728 Day/$0.2651 Nonday
States
- - - Puerto Rico to 48 contiguous $0.1830 Day/$0.1783 Nonday
United States
- - - US Virgin Islands to 48 $0.2170 Day/$0.2093 Nonday
contiguous United States
- - ----------------------------------------------------------------------------------------------
BASIC INTRASTATE* SEE Schedule 2 (SWITCHED
ACCESS Service Rates)
- - ----------------------------------------------------------------------------------------------
BASIC INTERNATIONAL TRIANGLE
- - - 48 contiguous United States to SEE Schedule 4* (SWITCHED
International locations ACCESS Service Rates)
(excluding Canada and Mexico)
- - - 48 contiguous United States to $0.1300 Day/Nonday
Canada
- - - 48 contiguous United States to SEE Schedule 3 (SWITCHED
Mexico ACCESS Service
- - - Canada to 48 Contiguous United Rates)$0.2450 Day/Nonday
States
- - ----------------------------------------------------------------------------------------------
ENHANCED SEE Schedule 6
- - ----------------------------------------------------------------------------------------------
</TABLE>
TRIANGLE NOT SUBJECT TO DISCOUNT.
* Based on Customer's Minimum Revenue Commitment described in Section 2 of the
PET rounded down to the nearest level.
(F) Directory Assistance
(i) Interstate Rate Per Call [NOT SUBJECT TO DISCOUNT]:
$0.50.
(ii) Intrastate Rate Per Call [NOT SUBJECT TO DISCOUNT]: $0.60.
II. DISCOUNTS
Page 3 of 5
CONFIDENTIAL
<PAGE>
(A) For purposes of this Agreement, Customer's "Monthly Revenue" will be
Comprised of (i) Customer's gross measured and per call Switched Service charges
(i.e., Directory Assistance and both Domestic and International) which shall
include Customer's measured usage Charges for International Toll Free Service
(ITFS) and Universal International Free Phone Number Service (UIFN) from
WorldCom (ii) the PICC Charge described in Section 16 of the Service Schedule
(if billed directly to WorldCom by the LEC) (iii) three (3) times Customer's
first $300,000 recurring monthly Private Line Interexchange Service charges
(i.e., both Domestic and International) from WorldCom, two (2) times Customer's
second $300,000 recurring monthly Private Line Interexchange Service charges
(i.e., both Domestic and International) from WorldCom, and Customer's recurring
monthly Private Line Interexchange Service charges (i.e., both Domestic and
International) from WorldCom in excess of $600,000 and (iv) Monthly Port
Charges, Monthly CIR Charges and Monthly NNI Charges, if any, as are
specifically described in an agreement for Frame Relay Services between WorldCom
and Customer. Customer's Monthly Revenue will not include any pro rata charges,
access charges, ancillary or special feature charges, such as, Authorization
codes or CDR Tapes, or any other charges other than those identified by the
relevant WorldCom invoice as monthly recurring private line interexchange
service charges or the switched service charges specifically mentioned in this
Subsection (A).
(B) Commencing with the Effective Date and continuing through the end of the
Service Term (INCLUDING any applicable extensions thereto), Customer's discount
percentage (the "Discount") will be fifteen percent (15%).
III. APPLICATION OF DISCOUNTS
(A) After determining Customer's applicable Discount percentage under Article II
above, the applicable percentage will be applied to Monthly Revenues comprised
of Customer's INTERSTATE (including Alaska, Hawaii, the United States Virgin
Islands and Puerto Rico unless otherwise noted herein) measured usage charges
(which includes 1+ and Toll Free usage unless otherwise noted herein).
(B) During the Service Term, accumulated credits derived from the applicable
Discount will be applied in arrears commencing with the first day of the month
following the Effective Date, that is, the Discount will be applied to
Customer's measured usage charges for the preceding month (the "Discount
Period"). The initial Discount Period shall include any partial calendar month
following Start of Service, or such other time basis as may be mutually
determined by the parties.
(C) Each Discount will result in the application of a credit obtained during the
Discount Period to the WorldCom invoice to Customer relevant to the billed
measured Switched Service for the calendar month next following the completion
of each Discount Period, PROVIDED Customer has paid undisputed charges
(including any late fees, if applicable) for that month and has not otherwise
been subject to a Suspension Notice in accordance with the TSA. Failure of
Customer to comply with the foregoing provision shall entitle WorldCom to
withhold any credit due Customer for the Discount Period in question until such
charges (including late fees) have been paid in full.
IN WITNESS WHEREOF, Customer has initialed this CLASSIC SWITCHED
SERVICES Rate and Discount Schedule on the date first written above.
Page 4 of 5
CONFIDENTIAL
<PAGE>
LOGIX COMMUNICATIONS CORPORATION
Customer's Initials
----------
ATTACHMENTS:
Schedule 1 SUPERSAVER LATAs
Schedule 2 Intrastate Rates
Schedule 3 Canada and Mexico Rates; Canada and Mexico Rates from Hawaii
Schedule 4 SWITCHED ACCESS Service International Rates
Schedule 5 DEDICATED ACCESS Service International Rates
Schedule 6 ENHANCED TRAVEL CARD Service Rates
Schedule 7 Switched International Rates 1+ from Hawaii
Page 5 of 5
CONFIDENTIAL
<PAGE>
Schedule 1
<TABLE>
<CAPTION>
WorldCom Classic
Interstate SuperSaver LATAs
City LATA City LATA City LATA
<S> <C> <C> <C> <C> <C>
Boston 128 Daytona Beach 456 Des Moines 632
New York 132 Orlando 458 Davenport 634
Atlantic Coast 220 Miami 460 Cedar Rapids 635
Mercerville 222 Louisville 462 South Dakota 640
Newark 224 Memphis 468 Omaha 644
Philadelphia 228 Nashville 470 Idaho 652
Pittsburgh 234 Chattanooga 472 Denver 656
Washington D.C. 236 Knoxville 474 Utah 660
Baltimore 238 Birmingham 476 Phoenix 666
Culpeper 246 Huntsville 477 Tucson 668
Richmond 248 Mobile 480 Portland 672
Lynchburg 250 Biloxi 484 Seattle 674
Norfolk 252 New Orleans 490 Reno 720
Cleveland 320 Baton Rouge 492 Las Vegas 721
Columbus 324 St. Louis 520 San Fransisco 722
Akron 325 Springfield 522 Chico 724
Evansville 330 Kansas City 524 Sacramento 726
Indianapolis 336 Little Rock 528 Los Angeles 730
Detroit 340 Wichita 532 San Diego 732
Milwaukee 356 Oklahoma City 536 Monterey 736
Chicago 358 Tulsa 538 Stockton 738
Springfield 374 El Paso 540 San Luis Obispo 740
Charlotte 422 Dallas 552 Connecticut 920
Greensboro 424 Longview 554 Cincinnati 922
Greenville 430 Austin 558 Fayetteville 949
Atlanta 438 Houston 560 Tampa 952
Savannah 440 Beaumont 562 Tallahasse 953
Albany 444 Corpus Christi 564 Palm Springs 973
Macon 446 San Antonio 566 Rochester 974
Pensacola 448 Brownsville 568
Jacksonville 452 Minneapolis 628
</TABLE>
WorldCom PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
<PAGE>
SCHEDULE 2
WORLDCOM CLASSIC INTRASTATE BASE RATES
<TABLE>
<CAPTION>
Switched Dedicated
Peak Off-Pk Peak Off-Pk
<S> <C> <C> <C> <C>
ALABAMA 0.0749 0.0749 0.0460 0.0460
ARIZONA 0.1171 0.1171 0.0781 0.0669
ARKANSAS 0.1070 0.0982 0.0610 0.0610
CALIFORNIA* 0.0500 0.0500 0.0400 0.0400
California Intra-lata* 0.0475 0.0475 0.0350 0.0350
COLORADO 0.1354 0.1354 0.0809 0.0809
CONNECTICUT 0.0884 0.0788 0.0605 0.0605
DELAWARE 0.0699 0.0561 0.0525 0.0525
FLORIDA 0.1038 0.1038 0.0622 0.0622
GEORGIA 0.0825 0.0825 0.0555 0.0555
IDAHO 0.1335 0.1198 0.0896 0.0735
ILLINOIS 0.0661 0.0661 0.0500 0.0500
INDIANA 0.0913 0.0835 0.0591 0.0591
IOWA 0.1092 0.1018 0.0682 0.0560
KANSAS 0.1221 0.1221 0.0730 0.0610
KENTUCKY 0.0791 0.0791 0.0548 0.0548
LOUISIANA 0.0745 0.0745 0.0522 0.0522
MAINE 0.3170 0.3170 0.1273 0.1018
MARYLAND 0.0690 0.0690 0.0499 0.0499
MASSACHUSETTS 0.0750 0.0750 0.0609 0.0497
MICHIGAN 0.0902 0.0902 0.0612 0.0566
MINNESOTA 0.0958 0.0958 0.0737 0.0632
MISSISSIPPI 0.0998 0.0998 0.0732 0.0732
MISSOURI 0.1235 0.1073 0.0789 0.0646
MONTANA 0.1183 0.1095 0.0737 0.0617
</TABLE>
<TABLE>
<CAPTION>
Switched Dedicated
Peak Off-Pk Peak Off-Pk
<S> <C> <C> <C> <C>
NEBRASKA 0.1538 0.1538 0.0811 0.0811
NEVADA 0.0727 0.0727 0.0525 0.0525
NEW HAMPSHIRE 0.1049 0.1049 0.0637 0.0540
NEW JERSEY 0.0732 0.0599 0.0639 0.0522
NEW MEXICO 0.1378 0.1378 0.0972 0.0869
NEW YORK 0.0999 0.0942 0.0715 0.0715
NORTH CAROLINA 0.1114 0.1114 0.0784 0.0784
NORTH DAKOTA 0.1335 0.1335 0.0716 0.0716
OHIO 0.0979 0.0830 0.0630 0.0630
OKLAHOMA 0.0920 0.0920 0.0630 0.0630
OREGON 0.1036 0.0949 0.0718 0.0586
PENNSYLVANIA 0.1083 0.0924 0.0694 0.0566
RHODE ISLAND 0.0713 0.0713 0.0373 0.0299
SOUTH CAROLINA 0.1063 0.1063 0.0830 0.0710
SOUTH DAKOTA 0.1023 0.1023 0.0715 0.0646
TENNESSEE 0.1175 0.1175 0.0803 0.0740
TEXAS 0.1229 0.1229 0.0830 0.0830
UTAH 0.0959 0.0959 0.0742 0.0606
VERMONT 0.1395 0.1395 0.0782 0.0778
VIRGINIA 0.1067 0.0899 0.0706 0.0616
WASHINGTON 0.1084 0.1084 0.0721 0.0607
WEST VIRGINIA 0.1022 0.1022 0.0596 0.0596
WISCONSIN 0.0981 0.0981 0.0720 0.0651
WYOMING 0.1338 0.1338 0.0818 0.0818
</TABLE>
*Billed on an 18-sec min, 6-sec increments (18/6). Must maintain an average call
duration of 1 min for all intralata and intrastate products
Calls are billed in 6 second increments with a 6 second minimum. Rates apply to
both Outbound 1+ and Inbound 800 Service.
Dedicated Rates apply to Intrastate Carrier Termination Service and Intrastate
800 Origination Service.
WorldCom -- PROPRIETARY
Not for Use or disclosure outside WorldCom
except under written agreement
<PAGE>
Schedule 3
WORLDCOM CLASSIC 1+ CANADA / MEXICO RATES
<TABLE>
<CAPTION>
Switched Dedicated
<S> <C> <C>
Canada Region 1 0.1150 0.0850
Canada Region 2 0.1250 0.0950
Canada Region 3 0.1350 0.1050
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Region (1) NPA's - 250,604,807,905,613,519,416,514,819,418
Region (2) NPA's - 403,886,889
Region (3) NPA's - 306,204,506,709,902
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Mexico - Band 1 0.2200 0.1900
Mexico - Band 2 0.2200 0.1900
Mexico - Band 3 0.2800 0.2500
Mexico - Band 4 0.2800 0.2500
Mexico - Band 5 0.2800 0.2500
Mexico - Band 6 0.4300 0.4000
Mexico - Band 7 0.4300 0.4000
Mexico - Band 8 0.4300 0.4000
<CAPTION>
WORLDCOM CLASSIC INBOUND 800 FROM CANADA
Switched Dedicated
Peak 0.2450 0.2200
Off-Peak 0.2450 0.2200
<CAPTION>
WORLDCOM CLASSIC 1+ CANADA / MEXICO RATES FROM HAWAII
Switched Dedicated
Canada Region 1 0.1450 N/A
Canada Region 2 0.1550 N/A
Canada Region 3 0.1650 N/A
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Region 1 NPA's - 250,604,807,905,613,519,416,514,819,418
Region (2) NPA's - 403,886,889
Region (3) NPA's - 306,204,506,709,902
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Mexico - Band 1 0.2450 N/A
Mexico - Band 2 0.2450 N/A
Mexico - Band 3 0.3050 N/A
Mexico - Band 4 0.3050 N/A
Mexico - Band 5 0.3050 N/A
Mexico - Band 6 0.4550 N/A
Mexico - Band 7 0.4550 N/A
Mexico - Band 8 0.4550 N/A
</TABLE>
Canada and MexiCo are not eligible for discounts.
Canada and Mexico calls are billed in 6 second
increments with a 30 second minimum.
Worldcom - PROPRIETARY
Not for use or disclosure outside Worldcom
except under written agreement
<PAGE>
SCHEDULE 4
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AFGHANISTAN 1.2426 1.1921 1.1683 1.1411 1.1191 1.0979 1.0767
ALBANIA 0.4516 0.4351 0.4260 0.4171 0.4083 0.3997 0.3912
ALGERIA 0.4730 0.4665 0.4460 0.4367 0.4276 0.4186 0.4097
AMERICAN SAMOA 0.5425 0.5223 0.5115 0.5009 0.4905 0.4802 0.4701
ANDORRA 0.3193 0.3081 0.3015 0.2950 0.2884 0.2819 0.2753
ANGOLA 0.7242 0.6968 0.6825 0.6684 0.6546 0.6411 0.6278
ANGUILLA 0.6509 0.6263 0.6135 0.6008 0.5884 0.5762 0.5641
ANTARCTICA 0.6664 0.6412 0.6280 0.6151 0.6024 0.5899 0.5776
ANTARCTICA (SCOTT BASE) 0.6664 0.6412 0.6280 0.6151 0.6024 0.5899 0.5776
ANTIGUA (BARBUDA) 0.4948 0.4764 0.4666 0.4568 0.4473 0.4379 0.4287
ARGENTINA 0.6065 0.5838 0.5717 0.5599 0.5483 0.5369 0.6257
ARMENIA 0.8765 0.8429 0.8257 0.8088 0.7922 0.7759 0.7599
ARUBA 0.4236 0.4082 0.3996 0.3813 0.3830 0.3749 0.3669
ASCENSION ISLAND 0.8269 0.7953 0.7790 0.7630 0.7474 0.7320 0.7168
AUSTRALIA 0.2262 0.2126 0.2064 0.1962 0.1908 0.1858 0.1804
AUSTRIA 0.2851 0.2742 0.2676 0.2611 0.2545 0.2480 0.2414
AZERBAIJAN 0.8154 0.7820 0.7665 0.7473 0.7331 0.7196 0.7060
BAHAMAS 0.2690 0.2581 0.2516 0.2450 0.2385 0.2319 0.2254
BAHRAIN 0.8021 0.7715 0.7557 0.7402 0.7250 0.7100 0.6953
BANGLADESH 1.2793 1.2273 1.2029 1.1750 1.1523 1.1304 1.1086
BARBADOS 0.5983 0.5759 0.5640 0.5523 0.5409 0.5296 0.5185
BELARUS 0.5385 0.5185 0.5077 0.4972 0.4868 0.4766 0.4666
BELGIUM 0.2405 0.2296 0.2230 0.2165 0.2099 0.2034 0.1968
BELIZE 0.8135 0.7825 0.7665 0.7607 0.7353 0.7201 0.7053
BENIN 0.6498 0.6253 0.6124 0.5998 0.5873 0.5751 0.6632
BERMUDA 0.2639 0.2529 0.2464 0.2399 0.2333 0.2268 0.2202
BHUTAN 0.9378 0.9017 0.8833 0.8653 0.8476 0.8302 0.8131
BOLIVIA 0.6635 0.6384 0.6253 0.6124 0.5997 0.5873 0.5750
BOSNIA & HERZEGOVINA 0.5525 0.5319 0.5209 0.5101 0.4994 0.4890 0.4787
BOTSWANA 0.7959 0.7656 0.7499 0.7345 0.7194 0.7046 0.6900
BRAZIL 0.4765 0.4590 0.4494 0.4400 0.4308 0.4218 0.4128
BRITISH VIRGIN ISLANDS 0.4390 0.4229 0.4141 0.4054 0.3969 0.3885 0.3802
BRUNEI 0.4979 0.4795 0.4695 0.4598 0.4501 0.4407 0.4314
BULGARIA 0.4364 0.4204 0.4117 0.4031 0.3946 0.3862 0.3780
BURKINA FASO 0.7069 0.6778 0.6644 0.6472 0.6351 0.6235 0.6119
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 1 of 7
<PAGE>
SCHEDULE 4
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BURUNDI 0.9011 0.8665 0.8489 0.8315 0.8144 0.7977 0.7813
CAMBODIA 0.9285 0.8928 0.8746 0.8568 0.8392 0.8220 0.8050
CAMEROON 0.8905 0.8564 0.8389 0.8217 0.8049 0.7883 0.7721
CAPE VERDE ISLANDS 0.5214 0.4998 0.4899 0.4762 0.4675 0.4593 0.4509
CAYMAN ISLANDS 0.4614 0.4444 0.4352 0.4261 0.4171 0.4083 0.3997
CNETRAL AFRICAN REP. 1.1676 1.1224 0.0996 1.0772 1.0552 1.0337 1.0125
CHAD 1.1970 1.1506 1.1273 1.1043 1.0818 1.0597 1.0381
CHILE 0.3590 0.3461 0.3388 0.3317 0.3246 0.3177 0.3108
CHINA 0.9489 0.9124 0.8938 0.8756 0.8576 0.8400 0.8227
CHRISTMAS & COCOS IS. 0.4326 0.4168 0.4081 0.3996 0.3911 0.3829 0.3747
COLOMBIA 0.6191 0.5958 0.5835 0.5716 0.5596 0.5480 0.5365
COMOROS 1.1254 1.0819 1.0599 1.0383 1.0171 0.9963 0.9759
CONGO 0.9825 0.9424 0.9236 0.9013 0.8840 0.8676 0.8510
COOK ISLANDS 1.2591 1.2102 1.1856 1.1615 1.1379 1.1147 1.0919
COSTA RICA 0.5614 0.5404 0.5292 0.5183 0.5075 0.4969 0.4865
CROATIA, REPUBLIC OF 0.4244 0.4089 0.4004 0.3920 0.3837 0.3756 0.3676
CUBA 0.6112 0.5859 0.5743 0.5589 0.5486 0.5388 0.5288
CYPRUS 0.4784 0.4607 0.4511 0.4417 0.4325 0.4234 0.4144
CZECH REPUBLIC 0.3676 0.3544 0.3470 0.3396 0.3324 0.3253 0.3183
DENMARK 0.2146 0.2037 0.1971 0.1906 0.1840 0.1775 0.1709
DIEGO GARCIA 1.0021 0.9635 0.9439 0.9247 0.9057 0.8872 0.8689
DJIBOUTI 1.0006 0.9620 0.9424 0.9232 0.9043 0.8858 0.8676
DOMINICA 0.6010 0.5784 0.5665 0.5548 0.5433 0.5320 0.5208
DOMINICAN REPUBLIC 0.3707 0.3574 0.3499 0.3425 0.3352 0.3281 0.3210
ECUADOR 0.6615 0.6365 0.6235 0.6106 0.5980 0.5856 0.5734
EGYPT 0.7927 0.7624 0.7468 0.7315 0.7165 0.7017 0.6872
EL SALVADOR 0.6147 0.5916 0.5794 0.5675 0.5557 0.5441 0.5328
EQUATORIAL GUINEA 1.3966 1.3422 1.3150 1.2884 1.2622 1.2365 1.2113
ERIYREA 1.2842 1.2343 1.2093 1.1847 1.1606 1.1369 1.1137
ESTONIA 0.3568 0.3440 0.3368 0.3296 0.3226 0.3157 0.3089
ETHIOPIA 1.1152 1.0721 1.0503 1.0289 1.0079 0.9873 0.9671
FAEROE ISLANDS 0.3748 0.3613 0.3537 0.3462 0.3389 0.3316 0.3245
FALKLAND ISLANDS 0.9149 0.8798 0.8619 0.8442 0.8269 0.8099 0.7933
FIJA ISLANDS 1.0636 1.0226 1.0018 0.9814 0.9613 0.9416 0.9223
FINLAND 0.2297 0.2188 0.2122 0.2057 0.1991 0.1926 0.1860
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 2 of 7
<PAGE>
SCHEDULE 4
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FRANCE 0.2131 0.2022 0.1956 0.1891 0.1825 0.1760 0.1694
FRENCH ANTILLES 0.5025 0.4839 0.4739 0.4640 0.4543 0.4448 0.4354
FRENCH GUIANA 0.5270 0.5074 0.4969 0.4866 0.4765 0.4665 0.4567
FRENCH POLYNESIA 0.7616 0.7326 0.7176 0.7029 0.6884 0.6742 0.6602
GABON 0.9371 0.9011 0.8827 0.8647 0.8470 0.8296 0.8125
GAMBIA 0.6914 0.6652 0.6515 0.6381 0.6249 0.6120 0.5993
GEORGIA 0.7861 0.7562 0.7407 0.7255 0.7105 0.6959 0.6815
GERMANY 0.1997 0.1888 0.1822 0.1757 0.1692 0.1626 0.1561
CHANA 0.6887 0.6604 0.6473 0.6305 0.6187 0.6075 0.5961
GIBRALTAR 0.5447 0.5244 0.5136 0.5029 0.4924 0.4821 0.4720
GREECE 0.4264 0.4108 0.4022 0.3938 0.3855 0.3774 0.3693
GREENLAND 0.5321 0.5101 0.5000 0.4861 0.4772 0.4688 0.4602
GRENADA 0.6215 0.5981 0.5858 0.5737 0.5618 0.5501 0.5386
GUADELOUPE 0.5579 0.5371 0.6260 0.5151 0.5043 0.4938 0.4835
GUAM 0.2123 0.2014 0.1948 0.1883 0.1817 0.1752 0.1686
GUANTANAMO BAY 0.7860 0.7560 0.7406 0.7254 0.7104 0.6958 0.6814
GUATEMALA 0.5659 0.5448 0.5335 0.5225 0.5116 0.5009 0.4904
GUINEA 0.4750 0.7167 0.7020 0.6875 0.6734 0.6595 0.6458
GUINEA BISBAU 1.4458 1.3894 1.3613 1.3337 1.3066 1.2800 1.2539
GUYANA 0.8962 0.8619 0.8443 0.8270 0.8101 0.7934 0.7771
HAITI 0.7176 0.6904 0.6762 0.6623 0.6486 0.6352 0.6220
HONDURAS 0.6824 0.6566 0.6431 0.6298 0.6168 0.6040 0.5915
HONG KONG 0.4845 0.4643 0.4551 0.4421 0.4341 0.4266 0.4189
HUNGARY 0.3355 0.3236 0.3168 0.3100 0.3034 0.2969 0.2903
ICELAND 0.3583 0.3454 0.3382 0.3310 0.3240 0.3171 0.3102
INDIA 0.8181 0.7869 0.7708 0.7550 0.7395 0.7242 0.7093
INDONESIA 0.7065 0.6798 0.6658 0.6521 0.6386 0.6254 0.6124
IRAN 1.0196 0.9803 0.9604 0.9408 0.9215 0.9027 0.8841
IRAQ 1.2888 1.2364 1.2118 1.1837 1.1608 1.1388 1.1168
IRELAND, REPUBLIC OF 0.2895 0.2786 0.2720 0.2665 0.2589 0.2524 0.2459
ISRAEL 0.5168 0.4976 0.4873 0.4772 0.4672 0.4574 0.4478
ITALY 0.2602 0.2493 0.2428 0.2362 0.2297 0.2231 0.2166
IVORY COAST 1.1312 1.0875 1.0653 1.0436 1.0224 1.0015 0.9809
JAMAICA 0.6319 0.6081 0.5956 0.5833 0.5712 0.5594 0.5477
JAPAN 0.3418 0.3274 0.3209 0.3106 0.3052 0.3002 0.2948
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 3 of 7
<PAGE>
SCHEDULE 4
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JORDAN 0.8280 0.7940 0.7783 0.7588 0.7444 0.7308 0.7169
KAZAKHSTAN 0.9713 0.9317 0.9132 0.8910 0.8740 0.8577 0.8414
KENYA 0.8100 0.7791 0.7631 0.7475 0.7321 0.7170 0.7022
KIRIBATI 1.0996 1.0571 1.0356 1.0145 0.9937 0.9734 0.9535
KUWAIT 0.8872 0.8509 0.8340 0.8134 0.7979 0.7832 0.7683
KYRGYZSTAN 1.0626 1.0216 1.0008 0.9804 0.9604 0.9407 0.9214
LAOS 0.9672 0.9300 0.9111 0.8925 0.8742 0.8563 0.8387
LATVIA 0.4168 0.4016 0.3933 0.3850 0.3769 0.3689 0.3610
LEBANON 0.9194 0.8841 0.8661 0.8484 0.8310 0.8139 0.7972
LESOTHO 0.8686 0.8353 0.8183 0.8015 0.7851 0.7689 0.7531
LIBERIA 0.6507 0.6261 0.6133 0.6006 0.5882 0.5760 0.5640
LIBYA 0.5873 0.5653 0.5536 0.5422 0.5309 0.5198 0.5089
LIECHTENSTEIN 0.2368 0.2259 0.2193 0.2128 0.2062 0.1997 0.1932
LITHUANIA 0.4741 0.4566 0.4471 0.4378 0.4286 0.4196 0.4107
LUXEMBOURG 0.2090 0.1981 0.1915 0.1850 0.1784 0.1719 0.1663
MACAO 0.5997 0.5772 0.5653 0.5536 0.5421 0.5308 0.5197
MACEDONIA 0.5593 0.5384 0.5273 0.5163 0.5056 0.4950 0.4846
MADAGASCAR 1.0727 1.0313 1.0103 0.9897 0.9695 0.9497 0.9302
MALAWI 0.5569 0.5338 0.5233 0.5089 0.4995 0.4907 0.4817
MALAYBIA 0.4101 0.3951 0.3869 0.3788 0.3708 0.3629 0.3552
MALDNES 0.7779 0.7482 0.7329 0.7179 0.7031 0.6886 0.6743
MALI REPUBLIC 0.9892 0.9489 0.9300 0.9075 0.8902 0.8735 0.8569
MALTA 0.3518 0.3392 0.3321 0.3251 0.3182 0.3113 0.3046
MARISAT-ATLANTIC OCEAN 6.7779 6.5083 6.3778 6.2498 6.1244 6.0015 5.8809
MARISAT-INDIAN OCEAN 6.3599 6.1047 5.9828 5.8592 5.7428 5.6292 5.5174
MARISAT-PACIFIC OCEAN 5.8433 5.6088 5.4967 5.3829 5.2760 5.1717 5.0691
MARISAT W. ATLANTIC 6.6094 6.3442 6.2175 6.0892 5.9682 5.8501 5.7338
MARSHALL ISLANDS 0.5855 0.5636 0.5520 0.5405 0.5293 0.5183 0.5074
MAURITANIA 0.9489 0.9124 0.8938 0.8756 0.8676 0.8400 0.8227
MAURITIUS 0.8784 0.8448 0.8275 0.8106 0.7939 0.7776 0.7616
MAYOTTE ISLAND 1.1254 1.0819 1.0599 1.0383 1.0171 0.9963 0.9759
MICRONESIA 0.7209 0.6936 0.6794 0.6654 0.6517 0.6382 0.6249
MOLDOVA 0.8469 0.8145 0.7978 0.7815 0.7654 0.7497 0.7342
MONACO 0.2580 0.2471 0.2405 0.2340 0.2274 0.2209 0.2143
MONGOLIA 1.3048 1.2541 1.2287 1.2037 1.1792 1.1552 1.1316
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 4 of 7
<PAGE>
SCHEDULE 4
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MONTSERRAT 0.6006 0.5781 0.5662 0.5545 0.5430 0.5316 0.5205
MOROCCO 0.4837 0.4658 0.4561 0.4466 0.4373 0.4281 0.4190
MOZAMBIQUE 0.7776 0.7480 0.7327 0.7176 0.7029 0.6884 0.6741
MYANMAR (BURMA) 1.6323 1.5685 1.5368 1.5057 1.4751 1.4452 1.4158
NAKHOOKA 0.6229 0.5994 0.6871 0.5750 0.5630 0.5513 0.5398
NAMIBIA 0.8070 0.7762 0.7603 0.7447 0.7294 0.7143 0.6996
NAURU 0.9573 0.9205 0.9017 0.8833 0.8652 0.8474 0.8300
NEPAL 1.0336 0.9938 0.9735 0.9537 0.9342 0.9151 0.8963
NETHERLANDS 0.2176 0.2067 0.2001 0.1936 0.1870 0.1805 0.1739
NETHERLANDS ANTILLES 0.3790 0.3654 0.3577 0.3501 0.3427 0.3354 0.3282
NEW CALEDONIA 0.8996 0.8651 0.8475 0.8301 0.8131 0.7964 0.7800
NEW ZEALAND 0.2290 0.2181 0.2115 0.2050 0.1984 0.1919 0.1853
NICARAGUA 0.6679 0.6427 0.6295 0.6165 0.6038 0.5912 0.5789
NIGER 0.9591 0.9222 0.9034 0.8849 0.8668 0.8490 0.8316
NIGERIA 0.8053 0.7723 0.7570 0.7380 0.7240 0.7107 0.6973
NIUE ISLAND 1.2149 1.1678 1.1441 1.1208 1.0980 1.0766 1.0536
NORFOLK ISLAND 0.6422 0.6157 0.6035 0.5875 0.5766 0.5662 0.5557
NORTH KOREA 1.0055 0.9645 0.9453 0.9225 0.9049 0.8880 0.8710
NORWAY 0.1779 0.1669 0.1604 0.1539 0.1473 0.1408 0.1342
OMAN 0.9246 0.8891 0.8710 0.8532 0.8357 0.8185 0.8017
PAKISTAN 1.2016 1.1650 1.1315 1.1085 1.0859 1.0638 1.0420
PALAU 0.9376 0.9016 0.8832 0.8652 0.8474 0.8300 0.8129
PANAMA 0.6313 0.6076 0.5951 0.5828 0.5707 0.5588 0.5472
PAPUA NEW GUINEA 0.5559 0.5351 0.5241 0.5132 0.5025 0.4920 0.4817
PARAGUAY 0.8384 0.8063 0.7899 0.7737 0.7578 0.7422 0.7268
PERU 0.6318 0.6080 0.5955 0.5832 0.5711 0.5592 0.5475
PHILIPPINES 0.5767 0.5552 0.5437 0.5324 0.5214 0.5105 0.4998
POLAND 0.4085 0.3937 0.3854 0.3773 0.3694 0.3615 0.3538
PORTUGAL 0.3848 0.3709 0.3631 0.3555 0.3479 0.3405 0.3332
QATAR 0.9085 0.8736 0.8558 0.8383 0.8211 0.8043 0.7877
REUNION ISLAND 0.7207 0.6933 0.6791 0.6651 0.6514 0.6379 0.6247
ROMANIA 0.5542 0.5335 0.5225 0.5116 0.5010 0.4905 0.4802
RUSSIA 0.6126 0.5896 0.5775 0.5655 0.5538 0.5423 0.5309
RWANDA 0.9011 0.8666 0.8489 0.8315 0.8145 0.7977 0.7813
SAIPAN 0.4969 0.4762 0.4668 0.4536 0.4453 0.4376 0.4296
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 5 of 7
<PAGE>
SCHEDULE 4
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SAKAHLIN 0.6267 0.6031 0.5907 0.5785 0.5665 0.5547 0.5432
SAN MARINO 0.4685 0.4512 0.4418 0.4326 0.4235 0.4146 0.4058
SAO TOME 1.1547 1.1100 1.0875 1.0653 1.0436 1.0223 1.0014
SAUDI ARABIA 0.8715 0.8381 0.8210 0.8042 0.7877 0.7715 0.7556
SENEGAL REPUBLIC 1.5967 1.5343 1.5032 1.4728 1.4429 1.4136 1.3848
SEYCHELLES 1.4589 1.4020 1.3736 1.3458 1.3184 1.2916 1.2653
SIERRA LEONE 0.9324 0.8966 0.8783 0.8603 0.8427 0.8254 0.8084
SINGAPORE 0.3392 0.3271 0.3202 0.3134 0.3068 0.3002 0.2936
SLOVAKIA 0.4098 0.3949 0.3866 0.3785 0.3705 0.3627 0.3549
SLOVENIA, REPUBLIC OF 0.4443 0.4280 0.4191 0.4103 0.4017 0.3932 0.3848
SOLOMON ISLANDS 1.0399 0.9998 0.9794 0.9594 0.9398 0.9206 0.9017
SOMALIA 1.6725 1.6048 1.5728 1.5375 1.5075 1.4786 1.4498
SOUTH AFRICA 0.5732 0.5518 0.5404 0.5292 0.5182 0.5074 0.4967
SOUTH KOREA 0.4948 0.4765 0.4666 0.4569 0.4473 0.4379 0.4287
SPAIN 0.3378 0.3268 0.3189 0.3122 0.3055 0.2989 0.2924
SRI LANKA 0.9655 0.9284 0.9095 0.8909 0.8727 0.8548 0.8372
ST HELENA 1.2158 1.1664 1.1432 1.1164 1.0949 1.0742 1.0535
ST KITTS & NEVIS 0.6151 0.4960 0.4857 0.4756 0.4657 0.4559 0.4463
ST LUCIA 0.5667 0.5432 0.5325 0.5179 0.5084 0.4994 0.4902
ST PIERREMIQUELON 0.4574 0.4406 0.4314 0.4224 0.4135 0.4048 0.3962
ST VINCENT/GRENADINES 0.6630 0.6357 0.6231 0.6067 0.5954 0.5847 0.5738
SUDAN 0.6455 0.6212 0.6084 0.5958 0.5835 0.5714 0.5595
SURINAME 1.1591 1.1142 0.0916 1.0694 1.0476 1.0262 1.0052
SWAZILAND 0.6158 0.5926 0.5804 0.5684 0.5567 0.5451 0.5337
SWEDEN 0.1723 0.1614 0.1548 0.1483 0.1417 0.1352 0.1286
SWITZERLAND 0.2231 0.2122 0.2056 0.1991 0.1925 0.1860 0.1794
SYRIA 1.0708 1.0295 1.0085 0.9880 0.9678 0.9480 0.9285
TAIWAN 0.5112 0.4923 0.4821 0.4720 0.4622 0.4525 0.4429
TAJIKISTAN 0.9796 0.9396 0.9210 0.8987 0.8815 0.8650 0.8485
TANZANIA 0.8219 0.7905 0.7743 0.7584 0.7428 0.7275 0.7125
THAILAND 0.7438 0.7132 0.6991 0.6812 0.6684 0.6562 0.6439
TOGO 0.9074 0.8703 0.8531 0.8321 0.8163 0.8011 0.7859
TONGA ISLANDS 0.9636 0.9265 0.9077 0.8891 0.8709 0.8530 0.8355
TRINIDAD/TOBAGO 0.7086 0.6817 0.6677 0.6540 0.6405 0.6272 0.6142
TUNISIA 0.5382 0.5181 0.5074 0.4969 0.4865 0.4763 0.4663
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 6 of 7
<PAGE>
SCHEDULE 4
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED SWITCHED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
TURKEY 0.5046 0.4859 0.4758 0.4659 0.4561 0.4466 0.4372
TURKMENISTAN 0.9330 0.8972 0.8789 0.8609 0.8433 0.8259 0.8089
TURKS AND CAICOS IS. 0.5553 0.5345 0.5235 0.5126 0.5020 0.4915 0.4812
TUVALU 0.9928 0.9546 0.9351 0.9160 0.8973 0.8789 0.8608
UGANDA 0.6519 0.6274 0.6144 0.6018 0.5893 0.5771 0.5651
UKRAINE 0.5429 0.5227 0.5118 0.5012 0.4908 0.4805 0.4704
UNITED ARAB EMIRATES 0.6562 0.6314 0.6185 0.6057 0.5932 0.5808 0.5687
UNITED KINGDOM 0.1500 0.1400 0.1350 0.1300 0.1250 0.1200 0.1150
URUGUAY 0.7944 0.7641 0.7484 0.7331 0.7180 0.7032 0.6886
UZBEKISTAN 0.8226 0.7912 0.7750 0.7591 0.7435 0.7282 0.7132
VANUATU 1.3282 1.2766 1.2507 1.2253 1.2004 1.1769 1.1519
VATICAN CITY 0.3623 0.3493 0.3420 0.3347 0.3276 0.3206 0.3137
VENEZUELA 0.4082 0.3933 0.3851 0.3770 0.3691 0.3612 0.3536
VIETNAM 1.1117 1.0687 1.0470 1.0256 1.0047 0.9842 0.9640
WALLIS & FUTUNA 0.4249 0.4071 0.3991 0.3872 0.3803 0.3738 0.3672
WESTERN SAMOA 0.9629 0.9236 0.9052 0.8832 0.8663 0.8502 0.8340
YEMEN ARAS REPUBLIC 0.8966 0.8622 0.8446 0.8273 0.8104 0.7937 0.7774
YUGOSLAVIA, FEDERAL REP. 0.4653 0.4482 0.4389 0.4297 0.4207 0.4118 0.4031
ZAIRE 0.5764 0.5525 0.5416 0.5269 0.5172 0.5080 0.4986
ZAMBIA 0.7695 0.7380 0.7233 0.7050 0.6917 0.6790 0.6662
ZIMBABWE 0.6495 0.6250 0.6122 0.5995 0.5871 0.5749 0.5629
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 7 of 7
<PAGE>
SCHEDULE 5
WORLDCOM CLASSIC DEDICATED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AFGHANISTAN 1.2126 1.1621 1.1383 1.1111 1.0891 1.0679 1.0467
ALBANIA 0.4216 0.4051 0.3960 0.3871 0.3783 0.3697 0.3612
ALGERIA 0.4430 0.4255 0.4160 0.4067 0.3976 0.3886 0.3797
AMERICAN SAMOA 0.5125 0.4923 0.4815 0.4709 0.4605 0.4502 0.4401
ANDORRA 0.2893 0.2781 0.2715 0.2650 0.2584 0.2519 0.2453
ANGOLA 0.6942 0.6668 0.6525 0.6384 0.6246 0.6111 0.5978
ANGUILLA 0.6209 0.5963 0.5835 0.5708 0.5584 0.5462 0.5341
ANTARCTICA 0.6364 0.6112 0.5980 0.5851 0.5724 0.5599 0.5476
ANTARCTICA (SCOTT BASE) 0.6364 0.6112 0.5980 0.5851 0.5724 0.5599 0.5476
ANTIGUA (BARGUDA) 0.4648 0.4464 0.4366 0.4268 0.4173 0.4079 0.3987
ARGENTINA 0.5765 0.5538 0.5417 0.5299 0.5183 0.5069 0.4957
ARMENIA 0.8465 0.8129 0.7957 0.7788 0.7622 0.7459 0.7299
ARUBA 0.3936 0.3782 0.3698 0.3613 0.3530 0.3449 0.3369
ASCENSION ISLAND 0.7969 0.7653 0.7490 0.7330 0.7174 0.7020 0.6868
AUSTRALIA 0.1962 0.1826 0.1764 0.1662 0.1608 0.1558 0.1504
AUSTRIA 0.2551 0.2442 0.2376 0.2311 0.2245 0.2180 0.2114
AZERBAIJAN 0.7854 0.7520 0.7365 0.7173 0.7031 0.6896 0.6760
BAHAMAS 0.2390 0.2281 0.2216 0.2150 0.2085 0.2019 0.1954
BAHRAIN 0.7721 0.7415 0.7257 0.7102 0.6950 0.6800 0.6653
BANGLADESH 1.2493 1.1973 1.1729 1.1450 1.1223 1.1004 1.0786
BARBADOS 0.5683 0.5459 0.5340 0.5223 0.5109 0.4996 0.4885
BELARUS 0.5085 0.4885 0.4777 0.4672 0.4568 0.4466 0.4366
BELGIUM 0.2106 0.1996 0.1930 0.1865 0.1799 0.1734 0.1668
BELIZE 0.7835 0.7525 0.7365 0.7207 0.7053 0.6901 0.6753
BENIN 0.6198 0.5953 0.5824 0.5698 0.5573 0.5451 0.5332
BERMUDA 0.2339 0.2229 0.2164 0.2099 0.2033 0.1968 0.1902
BHUTAN 0.9078 0.8717 0.8533 0.8353 0.8176 0.8002 0.7831
BOLIVIA 0.6335 0.6084 0.5953 0.5824 0.5697 0.5573 0.5450
BOSNIA & HERZEGOVINA 0.5225 0.5019 0.4909 0.4801 0.4694 0.4590 0.4487
BOTSWANA 0.7659 0.7356 0.7199 0.7045 0.6894 0.6746 0.6600
BRAZIL 0.4465 0.4290 0.4194 0.4100 0.4008 0.3618 0.3828
BRITISH VIRGIN ISLANDS 0.4090 0.3929 0.3841 0.3754 0.3669 0.3585 0.3602
BRUNEI 0.4679 0.4495 0.4395 0.4298 0.4201 0.4107 0.4014
BULGARIA 0.4064 0.3904 0.3817 0.3731 0.3646 0.3562 0.3480
BURKINA FASO 0.6769 0.6478 0.6344 0.6172 0.6051 0.5935 0.5819
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 1 of 7
<PAGE>
SCHEDULE 5
WORLDCOM CLASSIC DEDICATED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BURUNDI 0.8711 0.8365 0.8189 0.8015 0.7844 0.7677 0.7513
CAMBODIA 0.8985 0.8628 0.8446 0.8268 0.8092 0.7920 0.7750
CAMEROON 0.8605 0.8264 0.8089 0.7917 0.7749 0.7583 0.7421
CAPE VERDE ISLANDS 0.4914 0.4698 0.4599 0.4462 0.4375 0.4293 0.4209
CAYMAN ISLANDS 0.4314 0.4144 0.4052 0.3361 0.3871 0.3783 0.3697
CENTRAL AFRICAN REP. 1.1376 1.0924 1.0696 1.0472 1.0252 1.0037 0.9825
CHAD 1.1670 1.1206 1.0973 1.0743 1.0518 1.2097 1.0081
CHILE 0.3290 0.3161 0.3088 0.3017 0.2946 0.2877 0.2808
CHINA 0.9189 0.8824 0.8638 0.8456 0.8276 0.8100 0.7927
CHRISTMAS & COCO IS. 0.4026 0.3868 0.3781 0.3696 0.3611 0.3529 0.3447
COLOMBIA 0.5891 0.5658 0.5535 0.5415 0.5296 0.5180 0.5065
COMOROS 1.0954 1.0519 1.0299 1.0083 0.9871 0.9663 0.9459
CONGO 0.9525 0.9124 0.6936 0.8713 0.8540 0.8376 0.8210
COOK ISLANDS 1.2291 1.1802 1.1556 1.1315 1.1079 1.0847 1.0619
COSTA RICA 0.5314 0.5104 0.4992 0.4883 0.4475 0.4669 0.4565
CROATIA, REPUBLIC OF 0.3944 0.3789 0.3704 0.3620 0.3537 0.3456 0.3376
CUBA 0.5812 0.5559 0.5443 0.5289 0.5186 0.5088 0.4988
CYPRUS 0.4484 0.4307 0.4211 0.4117 0.4025 0.3934 0.3844
CZECH REPUBLIC 0.3376 0.3244 0.3170 0.3096 0.3024 0.2953 0.2883
DENMARK 0.1846 0.1737 0.1671 0.1606 0.1540 0.1475 0.1409
DIEGO GARCIA 0.9721 0.9335 0.9139 0.8947 0.8757 0.8572 0.8389
DJIBOUTI 0.9706 0.9320 0.9124 0.8932 0.8743 0.8558 0.8376
DOMINICA 0.5710 0.5484 0.5365 0.5248 0.5133 0.5020 0.4908
DOMINICAN REPUBLIC 0.3407 0.3274 0.3199 0.3125 0.3052 0.2981 0.2910
ECUADOR 0.6315 0.6065 0.5935 0.5806 0.5680 0.5556 0.5434
EGYPT 0.7627 0.7324 0.7168 0.7016 0.6865 0.6717 0.6572
EL SALVADOR 0.5847 0.5616 0.5494 0.5375 0.5257 0.5141 0.5028
EQUATORIAL GUINEA 1.3666 1.3122 1.2850 1.2584 1.2322 1.2065 1.1813
ERITREA 1.2542 1.2043 1.1793 1.1547 1.1306 1.1069 1.0837
ESTONIA 0.3268 0.3140 0.3068 0.2996 0.2926 0.2857 0.2789
ETHIOPIA 1.0852 1.0421 1.0203 0.9989 0.9779 0.9573 0.9371
FAEROE ISLANDS 0.3448 0.3313 0.3237 0.3162 0.3089 0.3016 0.2945
FALKLAND ISLANDS 0.8494 0.8498 0.8319 0.8142 0.7969 0.7799 0.7633
FIJI ISLANDS 1.0336 0.9926 0.9718 0.9514 0.9313 0.9116 0.8923
FINLAND 0.1997 0.1888 0.1822 0.1757 0.1691 0.1626 0.1560
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 2 of 7
<PAGE>
SCHEDULE 5
WORLDCOM CLASSIC DEDICATED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FRANCE 0.1831 0.1722 0.1656 0.1591 0.1525 0.1460 0.1394
FRENCH ANTILLES 0.4725 0.4639 0.4439 0.4340 0.4243 0.4148 0.4054
FRENCH GUIANA 0.4970 0.4774 0.4669 0.4566 0.4465 0.4365 0.4267
FRENCH POLYNESIA 0.7316 0.7026 0.6867 0.6729 0.6584 0.6442 0.6302
GABON 0.9071 0.8711 0.8527 0.8347 0.8170 0.7996 0.7825
GAMBIA 0.6614 0.6352 0.6215 0.6081 0.5949 0.5820 0.5693
GEORGIA 0.7561 0.7262 0.7107 0.6955 0.6805 0.6659 0.6515
GERMANY 0.1697 0.1588 0.1522 0.1457 0.1392 0.1326 0.1261
GHANA 0.6587 0.6304 0.6173 0.6005 0.5887 0.5775 0.5661
GIBRALTAR 0.5147 0.4944 0.4836 0.4729 0.4624 0.4521 0.4420
GREECE 0.3964 0.3808 0.3722 0.3638 0.3555 0.3474 0.3393
GREENLAND 0.5021 0.4801 0.4700 0.4561 0.4472 0.4388 0.4302
GRENADA 0.5915 0.5681 0.5558 0.5437 0.5318 0.5201 0.5086
GUADELOUPE 0.5279 0.5071 0.4960 0.4851 0.4743 0.4638 0.4535
GAUM 0.1823 0.1714 0.1648 0.1583 0.1517 0.1452 0.1386
GUANTANAMO BAY 0.7560 0.7260 0.7106 0.6954 0.6804 0.6658 0.6514
GUATEMALA 0.5359 0.5148 0.5035 0.4925 0.4816 0.4709 0.4604
GUINEA 0.7150 0.6867 0.6720 0.6575 0.6434 0.6295 0.6158
GUINEA BISSAU 1.4158 1.3594 1.3313 1.3037 1.2766 1.2500 1.2239
GUYANA 0.8662 0.8319 0.8143 0.7970 0.7801 0.7634 0.7471
HAITI 0.6876 0.6604 0.6462 0.6363 0.6186 0.6052 0.5920
HONDRURAS 0.6524 0.6266 0.6131 0.5998 0.5868 0.5740 0.5615
HONG KONG 0.4545 0.4343 0.4251 0.4121 0.4041 0.3966 0.3889
HUNGARY 0.3055 0.2936 0.2868 0.2800 0.2734 0.2669 0.2603
ICELAND 0.3283 0.3154 0.3082 0.3010 0.2940 0.2871 0.2802
IDIA 0.7881 0.7569 0.7408 0.7250 0.7095 0.6942 0.6793
IDONESIA 0.6765 0.6498 0.6358 0.6221 0.6086 0.5954 0.5824
IRAN 0.9896 0.9503 0.9304 0.9108 0.8915 0.8727 0.8541
IRAQ 1.2588 1.2064 1.1818 1.1537 1.1308 1.1088 1.0868
IRELAND, REPUBLIC OF 0.2596 0.2486 0.2420 0.2355 0.2289 0.2224 0.2159
ISRAEL 0.4868 0.4676 0.4573 0.4472 0.4372 0.4274 0.4178
ITALY 0.2303 0.2193 0.2128 0.2062 0.1997 0.1931 0.1866
IVORY COAST 1.1012 1.0575 1.0353 1.0136 0.9924 0.9715 0.9509
JAMAICA 0.6019 0.5781 0.5656 0.5533 0.5412 0.5294 0.5177
JAPAN 0.3116 0.2974 0.2909 0.2806 0.2752 0.2702 0.2648
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 3 of 7
<PAGE>
SCHEDULE 5
WORLDCOM CLASSIC DEDICATED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JORDAN 0.7980 0.7640 0.7483 0.7288 0.7144 0.7008 0.6869
KAZAKHSTAN 0.9413 0.9017 0.6832 0.8610 0.8440 0.8277 0.8114
KENYA 0.7800 0.7491 0.7331 0.7175 0.7021 0.6870 0.6722
KIRIBATI 1.0696 1.0271 1.0056 0.9845 0.9637 0.9434 0.9235
KUWAIT 0.8572 0.8209 0.8040 0.7834 0.7679 0.7532 0.7383
KYRGYZSTAN 1.0326 0.9916 0.9708 0.9504 0.9304 0.9107 0.8914
LAOS 0.9372 0.9000 0.8811 0.8625 0.8442 0.8263 0.8087
LATVIA 0.3868 0.3716 0.3633 0.3550 0.3469 0.3389 0.3310
LEBANON 0.8894 0.8541 0.8361 0.8184 0.8010 0.7839 0.7672
LESOTHO 0.8386 0.8053 0.7883 0.7715 0.7551 0.7389 0.7231
LIBERIA 0.6207 0.5961 0.5833 0.5706 0.6582 0.5460 0.5340
LIBYA 0.5573 0.5353 0.5236 0.5122 0.5009 0.4898 0.4789
LIECHTENSTEIN 0.2068 0.1959 0.1893 0.1828 0.1762 0.1697 0.1632
LITHUANIA 0.4441 0.4266 0.4171 0.4078 0.3986 0.3896 0.3807
LUXEMBOURG 0.1790 0.1681 0.1615 0.1550 0.1484 0.1419 0.1353
MACAO 0.5697 0.5472 0.5353 0.5236 0.5121 0.5008 0.4897
MACEDONIA 0.5293 0.5084 0.4973 0.4863 0.4756 0.4650 0.4546
MADAGASCAR 1.0427 1.0013 0.9803 0.9597 0.9395 0.9197 0.9002
MALAWI 0.5269 0.5038 0.4933 0.4789 0.4695 0.4607 0.4517
MALAYSIA 0.3801 0.3651 0.3569 0.3488 0.3408 0.3329 0.3252
MALDIVES 0.7479 0.7182 0.7029 0.6879 0.6731 0.6586 0.6443
MALI REPUBLIC 0.9592 0.9189 0.9000 0.8775 0.8602 0.8435 0.8269
MALTA 0.3218 0.3092 0.3021 0.2951 0.2882 0.2813 0.2746
MARISAT-ATLANTIC OCEAN 6.7479 6.4783 6.3478 6.2198 6.0944 5.9715 5.8509
MARISAT-INDIAN OCEAN 6.3299 6.0747 5.9528 5.8292 5.7128 5.5992 5.4874
MARISAT-PACIFIC OCEAN 5.8133 5.5788 5.4667 5.3529 5.2460 5.1417 5.0391
MARISAT-W. ATLANTIC 6.5794 6.3142 6.1875 6.0592 5.9382 5.8201 5.7038
MARSHALL ISLANDS 0.5555 0.5336 0.5220 0.6105 0.4993 0.4883 0.4774
MAURITANIA 0.9189 0.8824 0.8638 0.8456 0.8276 0.8100 0.7927
MAURITIUS 0.8484 0.8148 0.7975 0.7806 0.7639 0.7476 0.7316
MAYOTTE ISLAND 1.0954 1.0519 1.0299 1.0083 0.9871 0.9663 0.9459
MICRONESIA 0.6909 0.6636 0.6494 0.6354 0.6217 0.6082 0.6949
MOLDOVA 0.8169 0.7845 0.7678 0.7515 0.7354 0.7197 0.7042
MONACO 0.2280 0.2171 0.2105 0.2040 0.1974 0.1909 0.1843
MONGOLIA 1.2748 1.2241 1.1987 1.1737 1.1492 1.1252 1.1016
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 4 of 7
<PAGE>
SCHEDULE 5
WORLDCOM CLASSIC DEDICATED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MONTSERRAT 0.5706 0.5481 0.5362 0.5245 0.5130 0.5016 0.4905
MOROCCO 0.4537 0.4358 0.4261 0.4166 0.4073 0.3981 0.3890
MOZAMBIQUE 0.7476 0.7180 0.7027 0.6876 0.6729 0.6584 0.6441
MYANMAR (BURMA) 1.6023 1.5385 1.5068 1.4757 1.4451 1.4152 1.3858
NAKHOOKA 0.5929 0.5694 0.5571 0.5450 0.5330 0.5213 0.5098
NAMIBIA 0.7770 0.7462 0.7303 0.7147 0.6994 0.6843 0.6696
NAURU 0.9273 0.8905 0.8717 0.8533 0.8352 0.8174 0.8000
NEPAL 1.0036 0.9638 0.9435 0.9234 0.9042 0.8851 0.8663
NETHERLANDS 0.1876 0.1767 0.1701 0.1636 0.1570 0.1505 0.1439
NETHERLANDS ANTILLES 0.3490 0.3354 0.3277 0.3201 0.3127 0.3054 0.2982
NEW CALEDONIA 0.8696 0.8351 0.8175 0.8001 0.7831 0.7664 0.7500
NEW ZEALAND 0.1990 0.1881 0.1815 0.1750 0.1684 0.1619 0.1553
NICARAGUA 0.6379 0.6127 0.5995 0.5865 0.5738 0.5612 0.5489
NIGER 0.9291 0.8922 0.8734 0.8549 0.8368 0.8190 0.8016
NIGERIA 0.7753 0.7423 0.7270 0.7080 0.6940 0.6807 0.6673
NIUE ISLAND 1.1849 1.1378 1.1141 1.0908 1.0680 1.0456 1.0236
NORFOLK ISLAND 0.6122 0.5857 0.5735 0.5575 0.5466 0.5362 0.5257
NORTH KOREA 0.9755 0.9345 0.9153 0.8925 0.8749 0.8580 0.8410
NORWAY 0.1479 0.1369 0.1304 0.1239 0.1173 0.1108 0.1042
OMAN 0.8946 0.8591 0.8410 0.8232 0.8057 0.7885 0.7717
PAKISTAN 1.1716 1.1250 1.1015 1.0785 1.0559 1.0338 1.0120
PALAU 0.9076 0.8716 0.8532 0.8352 0.8174 0.8000 0.7829
PANAMA 0.6013 0.5776 0.5651 0.5528 0.5407 0.5288 0.5172
PAPUA NEW GUINEA 0.5259 0.5051 0.4941 0.4832 0.4725 0.4620 0.4517
PARAGUAY 0.8084 0.7763 0.7599 0.7437 0.7278 0.7122 0.6968
PERU 0.6018 0.5780 0.5655 0.5532 0.5411 0.5292 0.5175
PHILIPPINES 0.5467 0.5252 0.5137 0.5024 0.4914 0.4805 0.4698
POLAND 0.3785 0.3637 0.3554 0.3473 0.3394 0.3315 0.3238
PORTUGAL 0.3548 0.3409 0.3331 0.3255 0.3179 0.3105 0.3032
QATAR 0.8785 0.8436 0.8258 0.8083 0.7911 0.7743 0.7577
REUNION ISLAND 0.6907 0.6633 0.6491 0.6351 0.6214 0.6079 0.5947
ROMANIA 0.5242 0.5035 0.4925 0.4816 0.4710 0.4605 0.4502
RUSSIA 0.5826 0.5596 0.5475 0.5355 0.5238 0.5123 0.5009
RWANDA 0.8711 0.8366 0.8189 0.8015 0.7845 0.7677 0.7513
SAIPAN 0.4669 0.4462 0.4368 0.4236 0.4153 0.4076 0.3996
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 5 of 7
<PAGE>
SCHEDULE 5
WORLDCOM CLASSIC DEDICATED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SAKAHLIN 0.5967 0.5731 0.5607 0.5485 0.5365 0.5247 0.5132
SAN MARINO 0.4385 0.4212 0.4118 0.4026 0.3935 0.3846 0.3758
SAO TOME 1.1247 1.0800 1.0575 1.0353 1.0136 0.9923 0.9714
SAUDI ARABIA 0.8415 0.8081 0.7910 0.7742 0.7577 0.7415 0.7256
SENEGAL REPUBLIC 1.5667 1.5043 1.4732 1.4428 1.4129 1.3836 1.3548
SEYCHELLES 1.4289 1.3720 1.3436 1.3158 1.2884 1.2616 1.2353
SIERRA LEONE 0.9024 0.8666 0.8483 0.8303 0.8127 0.7954 0.7784
SINGAPORE 0.3092 0.2971 0.2902 0.2834 0.2768 0.2702 0.2636
SLOVAKIA 0.3798 0.3649 0.3566 0.3485 0.3405 0.3327 0.3249
SLOVENIA, REPUBLIC OF 0.4143 0.3980 0.3891 0.3803 0.3717 0.3632 0.3548
SOLOMON ISLANDS 1.0099 0.9698 0.9494 0.9294 0.9098 0.8906 0.8717
SOMALIA 1.6425 1.5748 1.5428 1.5075 1.4775 1.4486 1.4198
SOUTH AFRICA 0.5432 0.5218 0.5104 0.4992 0.4882 0.4774 0.4667
SOUTH KOREA 0.4648 0.4465 0.4366 0.4269 0.4173 0.4079 0.3987
SPAIN 0.3078 0.2958 0.2889 0.2822 0.2755 0.2689 0.2624
SRI LANKA 0.9365 0.8984 0.8795 0.8609 0.8427 0.8248 0.8072
ST HELENA 1.1858 1.1364 1.1132 1.0864 1.0649 1.0442 1.0235
ST KITTS & NEVIS 0.4851 0.4660 0.4557 0.4456 0.4357 0.4259 0.4163
ST LUCIA 0.5367 0.5132 0.5025 0.4879 0.4784 0.4694 0.4602
ST PIERRE/MIQUELON 0.4274 0.4106 0.4014 0.3924 0.3835 0.3748 0.3662
ST VINCENT/GRENADINES 0.6330 0.6057 0.5931 0.5767 0.5654 0.5547 0.5438
SUDAN 0.6155 0.5912 0.5784 0.5658 0.5535 0.5414 0.5295
SURINAME 1.1291 1.0842 1.0616 1.0394 1.0176 0.9962 0.9752
SWAZILAND 0.5858 0.5626 0.5504 0.5384 0.5267 0.5151 0.5037
SWEDEN 0.1423 0.1314 0.1248 0.1183 0.1117 0.1052 0.0986
SWITZERLAND 0.1931 0.1822 0.1756 0.1691 0.1625 0.1560 0.1494
SYRIA 1.0480 0.9995 0.9785 0.9580 0.9378 0.9180 0.8985
TAIWAN 0.4812 0.4623 0.4521 0.4420 0.4322 0.4225 0.4129
TAJIKISTAN 0.9496 0.9096 0.8910 0.8687 0.8515 0.8350 0.8186
TANZANIA 0.7919 0.7605 0.7443 0.7284 0.7128 0.6975 0.6825
THAILAND 0.7138 0.6832 0.6691 0.6512 0.6384 0.6262 0.6139
TOGO 0.8774 0.8403 0.8231 0.8021 0.7863 0.7711 0.7559
TONGA ISLANDS 0.9336 0.8965 0.8777 0.8591 0.8409 0.8230 0.8055
TRINIDAD/TOBAGO 0.6786 0.6517 0.6377 0.6240 0.6105 0.5972 0.5842
TUNISIA 0.5082 0.4881 0.4774 0.4669 0.4565 0.4463 0.4363
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 6 of 7
<PAGE>
SCHEDULE 5
WORLDCOM CLASSIC DEDICATED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED DEDICATED
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
TURKEY 0.4746 0.4559 0.4468 0.4359 0.4261 0.4166 0.4072
TURKMENISTAN 0.9030 0.8672 0.8489 0.8309 0.8133 0.7959 0.7789
TURKS AND CAICOS IS. 0.5253 0.5045 0.4935 0.4826 0.4720 0.4615 0.4512
TUVALU 0.9628 0.9246 0.9051 0.8860 0.8673 0.8489 0.8308
UGANDA 0.6219 0.5974 0.5844 0.5718 0.5593 0.5471 0.5351
UKRAINE 0.5129 0.4927 0.4818 0.4712 0.4608 0.4505 0.4404
UNITED ARAB EMIRATES 0.6262 0.6014 0.5885 0.5757 0.5632 0.5508 0.5387
UNITED KINGDOM 0.1200 0.1100 0.1050 0.1000 0.0950 0.0900 0.0850
URUGUAY 0.7644 0.7341 0.7184 0.7031 0.6880 0.6732 0.6586
UZBEKISTAN 0.7926 0.7612 0.7450 0.7291 0.7135 0.6982 0.6832
VANUATU 1.2982 1.2466 1.2207 1.1953 1.1704 1.1459 1.1219
VATICAN CITY 0.3323 0.3193 0.3120 0.3047 0.2976 0.2906 0.2837
VENEZUELA 0.3782 0.3633 0.3551 0.3470 0.3391 0.3312 0.3235
VIETMAN 1.0817 1.0387 1.0170 0.9956 0.9747 0.9542 0.9340
WALLIS & FUTUNA 0.3949 0.3771 0.3691 0.3572 0.3506 0.3438 0.3372
WESTERN SAMOA 0.9329 0.8936 0.8752 0.8532 0.8363 0.8202 0.8040
YEMEN ARAB REPUBLIC 0.8666 0.8322 0.8146 0.7973 0.7804 0.7637 0.7474
YUGOSLAVIA, FEDERAL REP. 0.4353 0.4182 0.4089 0.3997 0.3907 0.3818 0.3731
ZAIRE 0.5464 0.5225 0.5116 0.4969 0.4872 0.4780 0.4686
ZAMBIA 0.7395 0.7080 0.6933 0.6750 0.6617 0.6490 0.6362
ZIMBABWE 0.6195 0.5950 0.5822 0.5695 0.5571 0.5449 0.5329
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 7 of 7
<PAGE>
SCHEDULE 6
WORLDCOM CLASSIC ENHANCED TRAVEL CARD PRICING
ORIGINATION FROM U.S. TO LISTED TERMINATING LOCATIONS
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
P.R. &
ENHANCED FEATURE U.S. OVERSEAS CANADA MEXICO ALASKA HAWAII U.S.V.I.
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Basic Calling per min. (day/non) $.160/$.145 WUISARS* $.160/$.145 WUMSARS** $.160/$.145 $.160/$.145 $.160/$.145
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 $.70 $.25 $0.70 $.25 $.25 $.25
===================================================================================================================================
Conf. Calling per min (day/non) $.360/$.265 WUISARS+20/.12 $.490/$.350 WUMSARS+.20/.12 $.360/$.265 $.360/$.265 $.360/$.265
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $1.40 $1.40 $1.40 $1.40 $1.40 $1.40 $1.40
===================================================================================================================================
Directory Assistance per call $.400 N/A N/A N/A $.400 $.400 $.400
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 N/A N/A N/A $.25 $.25 $.25
===================================================================================================================================
Message store & forward per msg. $.920 N/A N/A N/A $.920 $.920 $.920
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 N/A N/A N/A $.25 $.25 $.25
===================================================================================================================================
Audio Text per min. $.300 N/A N/A N/A N/A N/A N/A
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 N/A N/A N/A N/A N/A N/A
===================================================================================================================================
Operator Services per call**** $1.25/$2.35 $1.25/$4.20 $1.25/$2.35 $1.25/$2.35 $1.25/$2.35 $1.25/$2.35 $1.25/$2.35
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 $.70 $.25 $.70 $.25 $.25 $.25
===================================================================================================================================
</TABLE>
ORIGINATION FROM LISTED LOCATIONS AND TERMINATING IN THE U.S.
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
P.R. &
ENHANCED FEATURE U.S. OVERSEAS CANADA MEXICO ALASKA HAWAII U.S.V.I.
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Basic Calling per min. (day/non) $.160/$.145 IOR*** $.327 N/A $.271/$.259 $.160/$.145 $.162/$.150
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 $1.40 $1.40 N/A $.25 $.25 $.25
===================================================================================================================================
Conf. Calling per min (day/non) $.360/$.265 N/A N/A N/A N/A N/A N/A
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $ .25 N/A N/A N/A N/A N/A N/A
===================================================================================================================================
Directory Assistance per call $.400 N/A N/A N/A N/A N/A N/A
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 N/A N/A N/A N/A N/A N/A
===================================================================================================================================
Message store & forward per msg. $.920 N/A N/A N/A N/A N/A N/A
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 N/A N/A N/A N/A N/A N/A
===================================================================================================================================
Audio Text per min. $.300 N/A N/A N/A N/A N/A N/A
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 N/A N/A N/A N/A N/A N/A
===================================================================================================================================
Operator Services per call**** $1.25/$2.35 $1.25/$4.20 $1.25/$2.35 N/A $1.25/$2.35 $1.25/$2.35 $1.25/$2.35
- - -----------------------------------------------------------------------------------------------------------------------------------
Surcharge $.25 $1.40 $1.40 N/A $.25 $.25 $.25
===================================================================================================================================
</TABLE>
WorldCom - PROPRIETARY
Not for use or disclosure outside Worldcom
except under written agreement
8/30/96 1
<PAGE>
SCHEDULE 6
WORLDCOM CLASSIC ENHANCED TRAVEL CARD PRICING
INTERNATIONAL ORIGINATION FOR U.S. TERMINATION
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------
INTERNATIONAL TOLL FREE
ORIGINATION DAY NON-DAY ACCESS #
- - ------------------------------------------------------------------
<S> <C> <C> <C>
Canada 0.327 0.327 800-740-5131
- - ------------------------------------------------------------------
Mexico Not Applicable
- - ------------------------------------------------------------------
Australia 1.96 0.91 1-800-122-234
- - ------------------------------------------------------------------
France 1.049 1.02 0591-5009
- - ------------------------------------------------------------------
Germany 1.049 1.023 0130-82-7170
- - ------------------------------------------------------------------
Hong Kong 1.0299 1.0299 0-800-8692
- - ------------------------------------------------------------------
Israel 1.978 1.25 177-102-3231
- - ------------------------------------------------------------------
Italy 0.7169 0.7169 1878-72-810
- - ------------------------------------------------------------------
Japan 1.96 1.02 0031-15-1500
- - ------------------------------------------------------------------
Korea 2.259 1.218 0078-18-800-0008
- - ------------------------------------------------------------------
Netherlands 0.6984 0.6984 06-022-7118
- - ------------------------------------------------------------------
Switzerland 1.157 $1.02 155-7410
- - ------------------------------------------------------------------
United Kingdom 1.157 $0.857 0-800-96-3658
- - ------------------------------------------------------------------
</TABLE>
N/A - Service not available
* WIIMax Universal International Switched Access Rate Schedule
** WIIMax Universal Mexico Switched Access Rate Schedule
*** International Origination Rates
**** Operator Services charges are expressed as Station-Station/Person-Person
Note: Intrastate rates are at the WIIMax Universal Intrastate Switched Access
Rate Schedule
Intrastate conference calling rates are at the WIIMax Universal
Intrastate Switched Access Rate Schedule plus $.20/$.12
<TABLE>
<CAPTION>
- - -----------------------------------------
BILLING INCREMENTS
- - -----------------------------------------
<S> <C>
Domestic to Domestic 60/6
Domestic to Canada, Int'l 60/6
Domestic to Mexico 60/60
International to Domestic 60/60
</TABLE>
WorldCom - PROPRIETARY
Not for use or disclosure outside Worldcom
except under written agreement
8/30/96 2
<PAGE>
SCHEDULE 7
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AFGHANISTAN 1.2676 1.2171 1.1933 1.1661 1.1441 1.1229 1.1017
ALBANIA 0.4766 0.4601 0.4510 0.4421 0.4333 0.4247 0.4162
ALGERIA 0.4980 0.4805 0.4710 0.4617 0.4526 0.4436 0.4347
AMERICAN SAMOA 0.5675 0.5473 0.5365 0.5259 0.5155 0.5052 0.4951
ANDORRA 0.3443 0.3331 0.3265 0.3200 0.3134 0.3069 0.3003
ANGOLA 0.7492 0.7218 0.7075 0.6934 0.6796 0.6661 0.6528
ANGUILLA 0.6759 0.6513 0.6385 0.6258 0.6134 0.6012 0.5891
ANTARCTICA 0.6914 0.6662 0.6530 0.6401 0.6274 0.6149 0.6026
ANTARCTICA (SCOTT BASE) 0.6914 0.6662 0.6530 0.6401 0.6274 0.6149 0.6026
ANTIGUA (BARBUDA) 0.5198 0.5014 0.4916 0.4818 0.4723 0.4629 0.4537
ARGENTINA 0.6315 0.6088 0.5967 0.5849 0.5733 0.5619 0.5507
ARMENIA 0.9015 0.8679 0.8507 0.8338 0.8172 0.8009 0.7849
ARUBA 0.4486 0.4332 0.4276 0.4163 0.4080 0.3999 0.3919
ASCENSION ISLAND 0.8519 0.8203 0.8040 0.7880 0.7724 0.7570 0.7418
AUSTRALIA 0.2512 0.2376 0.2314 0.2212 0.2158 0.2108 0.2054
AUSTRIA 0.3101 0.2992 0.2926 0.2861 0.2795 0.2730 0.2664
AZERBAIJAN 0.8404 0.8070 0.7915 0.7723 0.7581 0.7446 0.7310
BAHAMAS 0.2940 0.2831 0.2766 0.2700 0.2635 0.2569 0.2504
BAHRAIN 0.8271 0.7965 0.7807 0.7652 0.7500 0.7350 0.7203
BANGLADESH 1.3043 1.2523 1.2279 1.2000 1.1773 1.1554 1.1336
BARBADOS 0.6233 0.6009 0.5890 0.5773 0.5659 0.5546 0.5435
BELARUS 0.5635 0.5435 0.5327 0.5222 0.5118 0.5016 0.4916
BELGIUM 0.2655 0.2546 0.2480 0.2415 0.2349 0.2284 0.2218
BELIZE 0.8385 0.8075 0.7915 0.7757 0.7603 0.7451 0.7303
BENIN 0.6748 0.6503 0.6374 0.6248 0.6123 0.6001 0.5882
BERMUDA 0.2889 0.2779 0.2714 0.2649 0.2583 0.2518 0.2452
BHUTAN 0.9628 0.9287 0.9083 0.8903 0.8726 0.8552 0.8381
BOLIVIA 0.6885 0.6634 0.6503 0.6374 0.6247 0.6123 0.6000
BOSNIA & HERZEGOVINA 0.5775 0.5569 0.5459 0.5351 0.5244 0.5140 0.5037
BOTSWANA 0.8209 0.7906 0.7749 0.7595 0.7444 0.7296 0.7150
BRAZIL 0.5015 0.4840 0.4744 0.4650 0.4558 0.4468 0.4378
BRITISH VIRGIN ISLANDS 0.4640 0.4479 0.4391 0.4304 0.4219 0.4135 0.4052
BRUNEI 0.5229 0.5045 0.4945 0.4848 0.4751 0.4657 0.4564
BULGARIA 0.4614 0.4454 0.4367 0.4281 0.4196 0.4112 0.4030
BURKINA FASO 0.7319 0.7028 0.6894 0.6722 0.6601 0.6485 0.6369
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 1 of 7
<PAGE>
SCHEDULE 7
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BURUNDI 0.9261 0.8915 0.8739 0.8565 0.8394 0.8227 0.8063
CAMBODIA 0.9535 0.9178 0.8996 0.8818 0.8642 0.8470 0.8300
CAMEROON 0.9155 0.8814 0.8639 0.8467 0.8299 0.8133 0.7971
CAPE VERDE ISLANDS 0.5464 0.5248 0.5145 0.5012 0.4925 0.4843 0.4759
CAYMAN ISLANDS 0.4864 0.4694 0.4602 0.4511 0.4421 0.4333 0.4274
CENTRAL AFRICAN REP. 1.1926 1.1474 1.1246 1.1022 1.0802 1.0587 1.0376
CHAD 1.2220 1.1756 1.1523 1.1293 1.1068 1.0847 1.0631
CHILE 0.3840 0.3711 0.3638 0.3567 0.3496 0.3427 0.3358
CHINA 0.9739 0.9374 0.9188 0.9006 0.8826 0.8650 0.8477
CHRISTMAS & COCOS IS. 0.4576 0.4418 0.4331 0.4246 0.4161 0.4079 0.3997
COLOMBIA 0.6441 0.6208 0.6085 0.5965 0.5846 0.5730 0.5615
COMOROS 1.1504 1.1069 1.0849 1.0633 1.0421 1.0213 1.0009
CONGO 1.0075 0.9674 0.9486 0.9263 0.9090 0.8926 0.8760
COOK ISLANDS 1.2841 1.2352 1.2106 1.1885 1.1629 1.1397 1.1169
COSTA RICA 0.5864 0.5654 0.5542 0.5433 0.6325 0.5219 0.5115
CROATIA, REPUBLIC OF 0.4494 0.4339 0.4254 0.4170 0.4087 0.4006 0.3926
CUBA 0.6362 0.6109 0.5993 0.5839 0.5736 0.5638 0.5538
CYPRUS 0.5034 0.4867 0.4761 0.4667 0.4575 0.4484 0.4394
CZECH REPUBLIC 0.3926 0.3794 0.3720 0.3646 0.3574 0.3503 0.3433
DENMARK 0.2396 0.2287 0.2221 0.2156 0.2090 0.2025 0.1959
DIEGO GARCIA 1.0271 0.9885 0.9689 0.9497 0.9307 0.9122 0.8939
DJIBOUTI 1.0256 0.9870 0.9674 0.9482 0.9293 0.9108 0.8926
DOMINICA 0.6260 0.6034 0.5915 0.5798 0.5683 0.5570 0.5458
DOMINICAN REPUBLIC 0.3957 0.3824 0.3749 0.3675 0.3602 0.3531 0.3460
ECUADOR 0.6865 0.6615 0.6485 0.6356 0.6320 0.6106 0.5984
EGYPT 0.8177 0.7874 0.7718 0.7665 0.7415 0.7267 0.7122
EL SALVADOR 0.6397 0.6166 0.6044 0.5925 0.5807 0.5691 0.5578
EQUATORIAL GUINEA 1.4216 1.3672 1.3400 1.3134 1.2872 1.2615 1.2363
ERITREA 1.3092 1.2593 1.2343 1.2097 1.1856 1.1619 1.1387
ESTONIA 0.3818 0.3690 0.3618 0.3546 0.3476 0.3407 0.3339
ETHIOPIA 1.1402 1.0971 1.0753 1.0539 1.0329 1.0123 0.9921
FAEROE ISLANDS 0.3998 0.3863 0.3787 0.3712 0.3639 0.3566 0.3495
FALKLAND ISLANDS 0.9399 0.9048 0.8869 0.8692 0.8519 0.8349 0.8183
FIJI ISLANDS 1.0886 1.0476 1.0268 1.0064 0.9863 0.9666 0.9473
FINLAND 0.2547 0.2438 0.2372 0.2307 0.2241 0.2176 0.2110
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 2 of 7
<PAGE>
SCHEDULE 7
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FRANCE 0.2381 0.2272 0.2206 0.2141 0.2075 0.2010 0.1944
FRENCH ANTILLES 0.5275 0.5089 0.4989 0.4890 0.4793 0.4698 0.4604
FRENCH GUIANA 0.5520 0.5324 0.6219 0.5116 0.5015 0.4915 0.4817
FRENCH POLYNESIA 0.7866 0.7576 0.7426 0.7279 0.7134 0.6992 0.6852
GABON 0.9621 0.9261 0.9077 0.8897 0.8720 0.8546 0.8375
GAMBIA 0.7164 0.6902 0.6765 0.6631 0.6499 0.6370 0.6243
GEORGIA 0.8111 0.7812 0.7657 0.7505 0.7365 0.7209 0.7065
GERMANY 0.2247 0.2138 0.2072 0.2007 0.1942 0.1876 0.1811
GHANA 0.7137 0.6854 0.6723 0.6555 0.6437 0.6325 0.6211
GIBRALTAR 0.5697 0.5494 0.5386 0.5279 0.5174 0.5071 0.4970
GREECE 0.4514 0.4358 0.4272 0.4188 0.4105 0.4024 0.3943
GREENLAND 0.5571 0.5351 0.5250 0.5111 0.5022 0.4938 0.4852
GRENADA 0.6465 0.6231 0.6108 0.5987 0.5868 0.5751 0.5636
GUADELOUPE 0.5829 0.5621 0.5510 0.5401 0.5293 0.5188 0.5085
GUAM 0.2373 0.2264 0.2198 0.2133 0.2067 0.2002 0.1936
GUANTANAMO BAY 0.8110 0.7810 0.7856 0.7504 0.7354 0.7208 0.7064
GUATEMALA 0.5909 0.5698 0.5585 0.5475 0.5366 0.5259 0.5154
GUINEA 0.7700 0.7417 0.7270 0.7125 0.6984 0.6846 0.6708
GUINEA BISSAU 1.4708 1.4144 1.3863 1.3587 1.3316 1.3050 1.2789
GUYANA 0.9212 0.8869 0.8693 0.8520 0.8351 0.8184 0.8021
HAITI 0.7426 0.7164 0.7012 0.6873 0.6736 0.6602 0.6470
HONDURAS 0.7074 0.6816 0.6681 0.6548 0.6418 0.6290 0.6165
HONG KONG 0.5095 0.4893 0.4801 0.4671 0.4591 0.4516 0.4439
HUNGARY 0.3605 0.3486 0.3418 0.3350 0.3284 0.3219 0.3153
ICELAND 0.3833 0.3704 0.3632 0.3560 0.3490 0.3421 0.3352
INDIA 0.8431 0.8119 0.7958 0.7800 0.7645 0.7492 0.7343
INDONESIA 0.7315 0.7048 0.6908 0.6771 0.6636 0.6504 0.6374
IRAN 1.0446 1.0053 0.9854 0.9658 0.9465 0.9277 0.9091
IRAQ 1.3138 1.2614 1.2368 1.2087 1.1858 1.1638 1.1418
IRELAND, REPUBLIC OF 0.3145 0.3036 0.2970 0.2905 0.2839 0.2774 0.2709
ISRAEL 0.5418 0.5226 0.5123 0.5022 0.4922 0.4824 0.4728
ITALY 0.2852 0.2743 0.2678 0.2612 0.2547 0.2481 0.2416
IVORY COAST 1.1562 1.1125 1.0903 1.0686 1.0474 1.0265 1.0059
JAMAICA 0.6569 0.6331 0.6206 0.6083 0.5962 0.5844 0.5727
JAPAN 0.3668 0.3524 0.3459 0.3356 0.3302 0.3252 0.3198
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 3 of 7
<PAGE>
SCHEDULE 7
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JORDAN 0.8530 0.8190 0.8033 0.7838 0.7694 0.7558 0.7419
KAZAKHSTAN 0.9963 0.9567 0.9382 0.9160 0.8990 0.8827 0.8664
KENYA 0.8350 0.8041 0.7881 0.7725 0.7671 0.7420 0.7272
KIRIBATI 1.1246 1.0821 1.0606 1.0395 1.0187 0.9984 0.9785
KUWAIT 0.9122 0.8769 0.8590 0.8384 0.8229 0.9082 0.7933
KYRGYZSTAN 1.0876 1.0466 1.0258 1.0054 0.9854 0.9657 0.9464
LAOS 0.9922 0.9550 0.9361 0.9175 0.8992 0.8813 0.8637
LATVIA 0.4418 0.4266 0.4183 0.4100 0.4019 0.3939 0.3860
LEBANON 0.9444 0.9091 0.8911 0.8734 0.8560 0.8389 0.8222
LESOTHO 0.8936 0.8603 0.8433 0.8265 0.8101 0.7939 0.7781
LIBERIA 0.6757 0.6511 0.6383 0.6256 0.6132 0.6010 0.5890
LIBYA 0.6123 0.5903 0.5786 0.5672 0.5559 0.5448 0.5339
LIECHTENSTEIN 0.2618 0.2509 0.2443 0.2378 0.2312 0.2247 0.2182
LITHUANIA 0.4991 0.4816 0.4721 0.4628 0.4536 0.4446 0.4357
LUXEMBOURG 0.2340 0.2231 0.2165 0.2100 0.2034 0.1969 0.1903
MACAO 0.6247 0.6022 0.5903 0.5786 0.5671 0.5558 0.5447
MACEDONIA 0.5843 0.6634 0.5523 0.5413 0.5306 0.5200 0.5096
MADAGASCAR 1.0977 1.0563 1.0353 1.0147 0.9945 0.9747 0.9552
MALAWI 0.5819 0.5588 0.5483 0.5339 0.5245 0.5157 0.5067
MALAYSIA 0.4351 0.4201 0.4119 0.4038 0.3958 0.3879 0.3802
MALDIVES 0.8029 0.7732 0.7579 0.7429 0.7281 0.7136 0.6993
MALI REPUBLIC 1.0142 0.9739 0.9550 0.9325 0.9152 0.8985 0.8819
MALTA 0.3768 0.3642 0.3571 0.3501 0.3432 0.3363 0.3296
MARISAT-ATLANTIC OCEAN 6.8029 6.5333 6.4028 6.2748 6.1494 6.0265 5.9059
MARISAT-INDIAN OCEAN 6.3849 6.1297 6.0078 5.8842 5.7678 5.6542 5.5424
MARISAT-PACIFIC OCEAN 5.8683 5.6338 5.5217 5.4079 5.3010 5.1967 5.0941
MARISAT-W. ATLANTIC 6.6344 6.3692 6.2425 6.1142 5.9932 5.8751 5.7588
MARSHALL ISLANDS 0.6105 0.5886 0.5770 0.5655 0.5543 0.5433 0.5324
MAURITANIA 0.9739 0.9374 0.9188 0.9006 0.8826 0.8650 0.8477
MAURITIUS 0.9034 0.8698 0.8525 0.8356 0.8189 0.8026 0.7866
MAYOTTE ISLAND 1.1504 1.1069 1.0849 1.0633 1.0421 1.0213 1.0009
MICRONESIA 0.7459 0.7186 0.7044 0.6904 0.6767 0.6632 0.6499
MOLDOVA 0.8719 0.8395 0.8228 0.8065 0.7904 0.7747 0.7592
MONACO 0.2830 0.2721 0.2655 0.2590 0.2524 0.2459 0.2393
MONGOLIA 1.3298 1.2791 1.2537 1.2287 1.2042 1.1802 1.1566
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 4 of 7
<PAGE>
SCHEDULE 7
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MONTSERRAT 0.6256 0.6031 0.5912 0.5795 0.5680 0.5566 0.5455
MOROCCO 0.5087 0.4908 0.4811 0.4716 0.4623 0.4531 0.4440
MOZAMBIQUE 0.8026 0.7730 0.7577 0.7426 0.7279 0.7134 0.6991
MYANMAR (BURMA) 1.6573 1.5935 1.6618 1.5307 1.5001 1.4702 1.4408
NAKHODKA 0.6479 0.6244 0.6121 0.6000 0.5880 0.5763 0.5648
NAMIBIA 0.8320 0.8012 0.7853 0.7697 0.7544 0.7393 0.7246
NAURU 0.9823 0.9455 0.9267 0.9083 0.8902 0.8724 0.8550
NEPAL 1.0586 1.0188 0.9985 0.9787 0.9592 0.9401 0.9213
NETHERLANDS 0.2426 0.2317 0.2251 0.2186 0.2120 0.2055 0.1989
NETHERLANDS ANTILLES 0.4040 0.3904 0.3827 0.3751 0.3677 0.3604 0.3532
NEW CALEDONIA 0.9246 0.8901 0.8725 0.8551 0.8381 0.8214 0.8050
NEW ZEALAND 0.2540 0.2431 0.2365 0.2300 0.2234 0.2169 0.2103
NICARAGUA 0.6929 0.6677 0.6545 0.6415 0.6288 0.6162 0.6039
NIGER 0.9841 0.9472 0.9284 0.9099 0.8918 0.8740 0.8566
NIGERIA 0.8303 0.7973 0.7820 0.7630 0.7490 0.7357 0.7223
NIUE ISLAND 1.2399 1.1928 1.1691 1.1458 1.1230 1.1006 1.0786
NORFOLK ISLAND 0.6672 0.6407 0.6285 0.6125 0.6016 0.5912 0.5807
NORTH KOREA 1.0305 0.9895 0.9703 0.9475 0.9299 0.9130 0.8960
NORWAY 0.2029 0.1919 0.1854 0.1789 0.1723 0.1656 0.1592
OMAN 0.9496 0.9141 0.8960 0.8782 0.8607 0.8435 0.8267
PAKISTAN 1.2266 1.1800 1.1565 1.1335 1.1109 1.0888 1.0670
PALAU 0.9626 0.9266 0.9082 0.8902 0.8724 0.8550 0.8379
PANAMA 0.6563 0.6326 0.6201 0.6078 0.5957 0.5838 0.5722
PAPUA NEW GUINEA 0.5809 0.5601 0.5491 0.5382 0.5275 0.5170 0.5067
PARAGUAY 0.8634 0.8313 0.8149 0.7987 0.7828 0.7672 0.7518
PERU 0.6568 0.6330 0.6205 0.6082 0.5961 0.5842 0.5725
PHILIPPINES 0.6017 0.5802 0.5687 0.5574 0.5464 0.5355 0.5248
POLAND 0.4335 0.4187 0.4104 0.4023 0.3944 0.3865 0.3788
PORTUGAL 0.4098 0.3959 0.3881 0.3805 0.3729 0.3656 0.3582
QATAR 0.9335 0.8986 0.8808 0.8633 0.8461 0.8293 0.8127
REUNION ISLAND 0.7457 0.7183 0.7041 0.6901 0.6764 0.6629 0.6497
ROMANIA 0.5792 0.5585 0.5475 0.5366 0.5260 0.5155 0.5052
RUSSIA 0.6376 0.6146 0.6025 0.5905 0.5788 0.5673 0.5559
RWANDA 0.9260 0.8916 0.8739 0.8565 0.8395 0.8227 0.8063
SAIPAN 0.5219 0.5012 0.4918 0.4786 0.4703 0.4626 0.4546
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 5 of 7
<PAGE>
SCHEDULE 7
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM MAINLAND BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SAKAHLIN 0.6517 0.6281 0.6157 0.6035 0.5915 0.5797 0.5682
SAN MARINO 0.4935 0.4762 0.4668 0.4576 0.4485 0.4396 0.4308
SAO TOME 1.1797 1.1350 1.1125 1.0903 1.0686 1.0473 1.0264
SAUDI ARABIA 0.8965 0.8631 0.8460 0.8292 0.8127 0.7966 0.7806
SENEGAL REPUBLIC 1.6217 1.5593 1.5282 1.4978 1.4679 1.4386 1.4098
SEYCHELLES 1.4839 1.4270 1.3986 1.3708 1.3434 1.3166 1.2903
SIERRA LEONE 0.9574 0.9216 0.9033 0.8853 0.8677 0.8504 0.8334
SINGAPORE 0.3642 0.3521 0.3452 0.3384 0.3318 0.3252 0.3186
SLOVAKIA 0.4348 0.4199 0.4116 0.4035 0.3955 0.3877 0.3799
SLOVENIA, REPUBLIC OF 0.4693 0.4530 0.4441 0.4353 0.4267 0.4182 0.4098
SOLOMON ISLANDS 1.0649 1.0248 1.0044 0.9844 0.9648 0.9456 0.9267
SOMALIA 1.6975 1.6298 1.5978 1.5625 1.5325 1.5036 1.4748
SOUTH AFRICA 0.5982 0.5768 0.5664 0.5542 0.5432 0.5324 0.5217
SOUTH KOREA 0.5198 0.5015 0.4916 0.4819 0.4723 0.4629 0.4537
SPAIN 0.3629 0.3508 0.3439 0.3372 0.3305 0.3239 0.3174
SRI LANKA 0.9905 0.9534 0.9345 0.9159 0.8977 0.8798 0.8622
ST HELENA 1.2408 1.1914 1.1682 1.1414 1.1199 1.0992 1.0785
ST KITTS & NEVIS 0.5401 0.5210 0.5107 0.5006 0.4907 0.4809 0.4713
ST LUCIA 0.5917 0.5682 0.5575 0.5429 0.5334 0.5244 0.5152
ST PIERRE/MIQUELON 0.4824 0.4656 0.4564 0.4474 0.4385 0.4298 0.4212
ST VINCENT/GRENADINES 0.6880 0.6607 0.6481 0.6317 0.6204 0.6097 0.5988
SUDAN 0.6705 0.6462 0.6334 0.6208 0.6085 0.5964 0.5845
SURINAME 1.1841 1.1392 1.1166 1.0944 1.0726 1.0512 1.0302
SWAZILAND 0.6408 0.6176 0.6054 0.5934 0.5817 0.6701 0.5587
SWEDEN 0.1973 0.1864 0.1798 0.1733 0.1667 0.1602 0.1536
SWITZERLAND 0.2481 0.2372 0.2306 0.2241 0.2175 0.2110 0.2044
SYRIA 1.0958 1.0545 1.0335 1.0130 0.9928 0.9730 0.9535
TAIWAN 0.5362 0.5173 0.5071 0.4970 0.4872 0.4775 0.4679
TAJIKISTAN 1.0046 0.9646 0.9460 0.9237 0.9065 0.8900 0.8735
TANZANIA 0.8469 0.8155 0.7993 0.7834 0.7678 0.7525 0.7376
THAILAND 0.7688 0.7382 0.7241 0.7062 0.6934 0.6812 0.6689
TOGO 0.9324 0.8953 0.8781 0.8571 0.8413 0.8261 0.8109
TONGA ISLANDS 0.9886 0.9515 0.9327 0.9141 0.8659 0.8780 0.8605
TRINIDAD/TOBAGO 0.7336 0.7067 0.6927 0.6790 0.6655 0.6522 0.6392
TUNISIA 0.6632 0.5431 0.5324 0.5219 0.1150 0.5013 0.4913
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 6 of 7
<PAGE>
SCHEDULE 7
WORLDCOM CLASSIC SWITCHED INTERNATIONAL RATES
1+ FROM HAWAII BILLING INCREMENTS 1ST 30/ADDTN'L 6
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC CLASSIC
SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI SW FROM HI
COUNTRY BASE $50K INT'L $100K INT'L $250K INT'L $500K INT'L $750K INT'L $1,000K INT'L
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
TURKEY 0.5296 0.5109 0.5008 0.4909 0.4811 0.4716 0.4622
TURKMENISTAN 0.9580 0.9222 0.9039 0.8859 0.8683 0.8509 0.8339
TURKS AND CAICOS IS. 0.5803 0.5595 0.5485 0.5376 0.5270 0.5165 0.5062
TUVALU 1.0178 0.9796 0.9601 0.9410 0.9223 0.9039 0.8858
UGANDA 0.6769 0.6524 0.6394 0.6268 0.6143 0.6021 0.5901
UKRAINE 0.5679 0.5477 0.5368 0.5262 0.5158 0.5055 0.4954
UNITED ARAB EMIRATES 0.6812 0.6564 0.6435 0.6307 0.6182 0.6058 0.5937
UNITED KINGDOM 0.1750 0.1650 0.1600 0.1550 0.1500 0.1450 0.1400
URUGUAY 0.8194 0.7891 0.7734 0.7581 0.7430 0.7282 0.7136
UZBEKISTAN 0.8476 0.8162 0.8000 0.7841 0.7685 0.7532 0.7382
VANUATU 1.3532 1.3016 1.2757 1.2503 1.2254 1.2009 1.1769
VATICAN CITY 0.3876 0.3743 0.3670 0.3597 0.3526 0.3456 0.3387
VENEZUELA 0.4332 0.4183 0.4101 0.4020 0.3941 0.3862 0.3785
VIETNAM 1.1367 1.0937 1.0720 1.0506 1.0297 1.0092 0.8880
WALLIS & FUTUNA 0.4499 0.4321 0.4241 0.4122 0.4053 0.3988 0.3922
WESTERN SAMOA 0.9879 0.9486 0.9302 0.9082 0.8913 0.8752 0.8590
YEMEN ARAB REPUBLIC 0.9216 0.8872 0.8696 0.8523 0.8354 0.8187 0.8024
YUGOSLAVIA, FEDERAL REP. 0.4903 0.4732 0.4639 0.4547 0.4457 0.4368 0.4281
ZAIRE 0.6014 0.5775 0.5666 0.5519 0.5422 0.5330 0.5236
ZAMBIA 0.7945 0.7630 0.7483 0.7300 0.7167 0.7040 0.6912
ZIMBABWE 0.6745 0.6500 0.6372 0.6245 0.6121 0.5999 0.5879
</TABLE>
WORLDCOM -- PROPRIETARY
Not for use or disclosure outside WorldCom
except under written agreement
2/1/98 Page 7 of 7
<PAGE>
WORLDCOM NETWORK SERVICES, INC
CLASSIC/TRANSCEND -TM- SWITCHED SERVICES
AMENDMENT NO. 1
This Amendment No. 1 is made this 30 day of November, 1998, by and
between Logix Communications Corporation ("CUSTOMER") and WorldCom Network
Services, Inc. ("WORLDCOM"), to those certain Program Enrollment Terms (the
"PET") to that certain CLASSIC/TRANSCEND -TM- Telecommunications Services
Agreement and more particularly described as TSA#LCC-980601 (the "TSA") made
by and between Customer and WorldCom dated June, 1998. The parties agree that
as of December 1, 1998, the Service Schedule attached to the TSA will be
canceled in its entirety and superseded by the Service Schedule (the "AMENDED
AND RESTATED SERVICE SCHEDULE") attached hereto. In the event of any conflict
between the terms of the TSA or the PET and the terms of this Amendment No.
1, the terms of this Amendment No. 1 shall control. The TSA along with the
PET, the Amended and Restated Service Schedule, the Amended and Restated Rate
and Discount Schedule described herein and this Amendment No. 1 shall
collectively be referred to as the "AGREEMENT".
The parties agree for good and valuable consideration, intending
legally to be bound, as follows:
A. SERVICE TERM. The parties agree to substitute Section 1 of the
PET to read in its entirety as follows:
1. SERVICE TERM:
(A) This Agreement shall commence as of June 25, 1998 (the
"EFFECTIVE DATE"), and shall continue through and include
December 31, 2001 (the "SERVICE TERM"). Upon expiration of the
Service Term, the Switched Services in question will continue
to be provided pursuant to the same terms and conditions as
are then in effect (including without limitation, the
applicable rates, discounts and commitments, if any), subject
to termination by either party upon thirty (30) days prior
written notice to the other party.
(B) At any time during the Service Term, WorldCom agrees that
Customer may elect to transition such Services being provided
hereunder to other products and services then being offered,
provided, Customer's commitments (whether revenue, minute or
otherwise), if any, are transferred and applied in full under
any new products or services.
B. SPECIAL RATE. The parties agree to substitute Section 5 of the PET to
read in its entirety as follows:
5. SPECIAL RATE: Notwithstanding anything to the contrary contained in
the Amended and Restated Rate and Discount Schedule attached hereto,
commencing with the
Page 1 of 2
CONFIDENTIAL
<PAGE>
Effective Date and continuing through the end of the Service Term,
Customer will receive the special rate (the "SPECIAL RATE") shown
below. The Special Rate will not be subject to the discount percentage
set forth in the Amended and Restated Rate and Discount Schedule. All
other rates will be as set forth in the Amended and Restated Rate and
Discount Schedule.
SWITCHED ACCESS Service (1+ and TOLL FREE) - Customer's Intrastate rate
for 1+ and TOLL FREE calls within the State of Texas will be $0.1175.
C. DISCOUNT SCHEDULE/APPLICATION OF DISCOUNTS/RATES. Commencing with
Customer's December, 1998 billing period (i.e., January, 1999 invoice),
be parties agree to delete the Rate and Discount Schedule attached to
the TSA in its entirety and replace said Schedule with the Amended and
Restated Rate and Discount Schedule attached hereto.
D. OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the TSA and the PET will remain in
full force and effect throughout the Service Term and any extensions
thereof.
IN WITNESS WHEREOF the parties have entered into this Amendment No. 1
on the date first written above.
WORLDCOM NETWORK SERVICES, INC. LOGIX COMMUNICATIONS CORPORATION
By: /s/ Jim Foran By: /s/ Thomas S. Orem
--------------------------- ---------------------------
Print Name: JIM FORAN Print Name: THOMAS S. OREM
Title: REGIONAL SALES DIRECTOR Title: V.P. OPERATIONS FINANCE
-------------------------- --------------------------
Page 2 of 2
CONFIDENTIAL
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
CLASSIC SWITCHED SERVICES
AMENDED AND RESTATED
RATE AND DISCOUNT SCHEDULE
This AMENDED AND RESTATED RATE AND DISCOUNT SCHEDULE is made by and
between WorldCom Network Services, Inc. ("WORLDCOM") and Logix Communications
Corporation ("CUSTOMER") and is a part of their Telecommunications Services
Agreement for Switched Services. Capitalized terms not defined herein shall have
the meaning ascribed to them in the TSA, the PET or the Service Schedule. NOTE:
ANY MODIFICATIONS, ADDITIONS OR DELETIONS FROM THIS AMENDED AND RESTATED RATE
AND DISCOUNT SCHEDULE WILL NOT BE EFFECTIVE UNLESS SPECIFICALLY SET FORTH IN THE
PET.
I. RATES
(A) TERMINATION SERVICE
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - --------------------------------------------------------------------------------------
<S> <C>
INTERSTATE
- - - Within the 48 contiguous United $0.0450 Day/Nonday
States (excluding termination to
SUPERSAVER and PREMIUM LATAs)
- - - Within the 48 contiguous United $0.0375 Day/Nonday
States (termination to SUPERSAVER
LATAs on Schedule 1A)
- - - Within the 48 contiguous United $0.0350 Day/Nonday
States (termination to PREMIUM
LATAs on Schedule 1B)
- - --------------------------------------------------------------------------------------
INTERSTATE Extended
- - - 48 contiguous United States to Hawaii $0.1108 Day/$0.0887 Nonday
- - - 48 contiguous United States to Alaska, $0.1120 Day/$0.0950 Nonday
Puerto Rico and US Virgin Islands
- - --------------------------------------------------------------------------------------
INTRASTATE* SEE Schedule 2 (DEDICATED
ACCESS Service Rates)
- - --------------------------------------------------------------------------------------
INTERNATIONAL*
- - - 48 contiguous United States to SEE Schedule 5#
International locations
(excluding Canada and Mexico)
- - - 48 contiguous United States to SEE Schedule 3
Canada
- - - 48 contiguous United States to Mexico SEE Schedule 3
- - --------------------------------------------------------------------------------------
</TABLE>
* NOT SUBJECT TO DISCOUNT.
# Based on Customer's Minimum Revenue Commitment described in
the PET rounded down to the nearest level.
(B) TOLL FREE ORIGINATION Service
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - --------------------------------------------------------------------------------------
<S> <C>
INTERSTATE
- - - Within the 48 contiguous United $0.0525 Day/Nonday
States (excluding origination
from SUPERSAVER and PREMIUM LATAs)
- - - Within the 48 contiguous United $0.0450 Day/Nonday
States (origination
- - --------------------------------------------------------------------------------------
</TABLE>
Page 1 of 5
CONFIDENTIAL
<PAGE>
<TABLE>
- - --------------------------------------------------------------------------------------
<S> <C>
from SUPERSAVER LATAs on Schedule 1A)
- - - Within the 48 contiguous United $0.0425 Day/Nonday
States (origination from PREMIUM
LATAs on Schedule 13)
- - --------------------------------------------------------------------------------------
INTERSTATE Extended
- - - Hawaii to 48 contiguous United $0.1279 Day/$0.1110 Nonday
States
- - - Alaska to 48 contiguous United $0.2457 Day/$0.2379 Nonday
States
- - - Puerto Rico to 48 contiguous $0.1500 Day/$0.1465 Nonday
United States
- - - US Virgin Islands to 48 $0.1899 Day/$0.1821 Nonday
contiguous United States
- - --------------------------------------------------------------------------------------
INTRASTATE* SEE Schedule 2 (DEDICATED
ACCESS Service Rates)
- - --------------------------------------------------------------------------------------
INTERNATIONAL*
- - - Canada to 48 contiguous United SEE Schedule 3 (DEDICATED
States ACCESS Service Rates)
- - --------------------------------------------------------------------------------------
</TABLE>
* NOT SUBJECT TO DISCOUNT.
(C) SWITCHED ACCESS SERVICE
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - --------------------------------------------------------------------------------------
<S> <C>
INTERSTATE (1+ and TOLL FREE)
- - - Within the 48 contiguous United States $0.0795 Day/Nonday
- - --------------------------------------------------------------------------------------
INTERSTATE (1+) Extended
- - - 48 contiguous United States to $0.1470 Day/$0.1219 Nonday
Hawaii
- - - 48 contiguous United States to $0.1470 Day/$0.1300 Nonday
Alaska, Puerto Rico and US Virgin Islands
- - - Hawaii to 48 contiguous United $0.1550 Day/$0.1470 Nonday
States
- - - Hawaii to Alaska, Puerto Rico $0.1751 Day/$0.1581 Nonday
and US Virgin Islands
- - --------------------------------------------------------------------------------------
INTERSTATE (TOLL FREE) Extended*
- - - Hawaii to 48 contiguous United $0.1550 Day/$0.1470 Nonday
States
- - - Alaska to 48 contiguous United $0.2728 Day/$0.2851 Nonday
States
- - - Puerto Rico to 48 contiguous $0.1830 Day/$0.1783 Nonday
United States
- - - US Virgin Islands to 48 $0.2170 Day/$0.2093 Nonday
contiguous United States
- - --------------------------------------------------------------------------------------
INTRASTATE (1+ and TOLL FREE)* SEE Schedule 2
- - --------------------------------------------------------------------------------------
INTERNATIONAL*
- - - 48 contiguous United States to SEE Schedule 4#
International locations
(excluding Canada and Mexico)
- - - 48 contiguous United States to SEE Schedule 3
Canada
- - - 48 contiguous United States to SEE Schedule 3
Mexico
- - - Hawaii to certain International SEE Schedule 7
locations
- - - Hawaii to Canada SEE Schedule 3
- - - Hawaii to Mexico SEE Schedule 3
- - --------------------------------------------------------------------------------------
</TABLE>
* NOT SUBJECT TO DISCOUNT.
# Based on Customer's Minimum Revenue Commitment described in
the PET rounded down to the nearest level.
(D) DEDICATED ACCESS SERVICE
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - --------------------------------------------------------------------------------------
<S> <C>
INTERSTATE (1+)
- - - Within the 48 contiguous United $0.0500 Day/Nonday
States (excluding termination to
DEDICATED SUPERSAVER LATAs)
- - --------------------------------------------------------------------------------------
</TABLE>
Page 2 of 5
CONFIDENTIAL
<PAGE>
<TABLE>
- - ---------------------------------------------------------------------------------------------
<S> <C>
- - - Within the 48 contiguous United States (termination $0.0400 Day/Nonday
to DEDICATED SUPERSAVER LATAs on Schedule 1C)
- - ---------------------------------------------------------------------------------------------
INTERSTATE (TOLL FREE)
- - - Within the 48 contiguous United States (excluding $.0525 Day/Nonday
termination from DEDICATED SUPERSAVER LATAs)
- - - Within the 48 contiguous United States (termination $.0475 Day/Nonday
from DEDICATED SUPERSAVER LATAs on Schedule 1)
- - ---------------------------------------------------------------------------------------------
INTERSTATE (1+) Extended
- - - 48 contiguous United States to Hawaii $0.1108 Day/$0.0887 Nonday
- - - 48 contiguous United States to Alaska, Puerto Rico $0.1120 Day/$0.0950 Nonday
and US Virgin Islands
- - ---------------------------------------------------------------------------------------------
INTERSTATE (TOLL FREE) Extended*
- - - Hawaii to 48 contiguous United States $0.1279 Day/$0.1110 Nonday
- - - Alaska to 48 contiguous United States $0.2457 Day/$0.2379 Nonday
- - - Puerto Rico to 48 contiguous United States $0.1500 Day/$0.1465 Nonday
- - - US Virgin Islands to 48 contiguous United States $0.1899 Day/$0.1821 Nonday
- - ---------------------------------------------------------------------------------------------
INTRASTATE (1+ and TOLL FREE)* SEE Schedule 2
- - ---------------------------------------------------------------------------------------------
INTERNATIONAL*
- - - 48 contiguous United States to International locations SEE Schedule 5#
(excluding Canada and Mexico)
- - - 48 contiguous United States to Canada SEE Schedule 3
- - - 48 contiguous United States to Mexico SEE Schedule 3
- - ---------------------------------------------------------------------------------------------
</TABLE>
* NOT SUBJECT TO DISCOUNT.
# BASED ON CUSTOMER'S MINIMUM REVENUE COMMITMENT DESCRIBED IN
THE PET ROUNDED DOWN TO THE NEAREST LEVEL.
(E) TRAVEL CARD SERVICE
<TABLE>
- - ---------------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
- - ---------------------------------------------------------------------------------------------
<S> <C>
BASIC INTERSTATE
- - - Within the 48 contiguous United States $0.1200 Day/Nonday
- - ---------------------------------------------------------------------------------------------
BASIC INTERSTATE Extended
- - - 48 contiguous United States to Alaska, Hawaii, $0.1450 Day/Nonday
Puerto Rico and US Virgin Islands
- - - Hawaii to 48 contiguous United States $0.1550 Day/$0.1470 Nonday
- - - Alaska to 48 contiguous United States $0.2728 Day/$0.2651 Nonday
- - - Puerto Rico to 48 contiguous United States $0.1830 Day/$0.1783 Nonday
- - - US Virgin Islands to 48 contiguous United States $0.2170 Day/$0.2093 Nonday
- - ---------------------------------------------------------------------------------------------
BASIC INTRASTATE* SEE Schedule 2 (SWITCHED
ACCESS Service Rates)
- - ---------------------------------------------------------------------------------------------
BASIC INTERNATIONAL *
- - - 48 contiguous United States to International locations SEE Schedule 4# (SWITCHED
(excluding Canada and Mexico) ACCESS Service Rates)
- - - 48 contiguous United States to Canada $0.1300 Day/Nonday
- - - 48 contiguous United States to Mexico SEE Schedule 3 (SWITCHED
ACCESS Service Rates)
- - - Canada to 48 contiguous United States $0.2450 Day/Nonday
- - ---------------------------------------------------------------------------------------------
ENHANCED SEE Schedule 6
- - ---------------------------------------------------------------------------------------------
</TABLE>
* NOT SUBJECT TO DISCOUNT.
Page 3 of 5
CONFIDENTIAL
<PAGE>
# BASED ON CUSTOMER'S MINIMUM REVENUE COMMITMENT DESCRIBED IN
THE PET ROUNDED DOWN TO THE NEAREST LEVEL.
(F) DIRECTORY ASSISTANCE
(i) Interstate Rate Per Call [NOT SUBJECT TO DISCOUNT]: $0.50.
(ii) Intrastate Rate Per Call [NOT SUBJECT TO DISCOUNT]: $0.60.
II. DISCOUNTS
(A) For purposes of this Agreement, Customer's "Monthly Revenue"
will be comprised of (i) Customer's gross measured and per call Switched Service
charges (i.e., Directory Assistance and both Domestic and International) which
shall include Customer's measured usage charges for International Toll Free
Service (ITFS) and Universal International Free Phone Number Service (UIFN) from
WorldCom (ii) the PICC Charge described in Section 16 of the Service Schedule
(if billed directly to WorldCom by the LEC) (iii) three (3) times Customer's
first $300,000 of Private Line Charges (as defined herein) from WorldCom, two
(2) times Customer's second $300,000 of Private Line Charges from WorldCom, and
Customer's Private Line Charges from WorldCom in excess of $600,000. For
purposes of this Subsection (A), Customer's "PRIVATE LINE CHARGES" will be
comprised of Customer's monthly recurring private line Interexchange Service
charges (i.e., both Domestic and International) PLUS Customer's Monthly Port
Charges, Monthly CIR Charges and Monthly NNI Charges, if any, as are
specifically described in an agreement for Frame Relay Services between WorldCom
and Customer. Customer's Monthly Revenue will include any Deficiency Charges
paid by Customer but will not include any pro rata charges, access charges,
ancillary or special feature charges, such as, Authorization codes or CDR Tapes,
or any other charges other than those identified by the relevant WorldCom
invoice as charges specifically mentioned in this Subsection (A).
(B) Commencing with the Effective Date and continuing through the end of the
Service Term (INCLUDING any applicable extensions thereto), Customer's discount
percentage (the "DISCOUNT") will be fifteen percent (15%).
III. APPLICATION OF DISCOUNTS
(A) After determining Customer's applicable Discount percentage under Article II
above, the applicable percentage will be applied to Monthly Revenues comprised
of Customer's INTERSTATE (including Alaska, Hawaii, the United States Virgin
Islands and Puerto Rico UNLESS otherwise noted herein) measured usage charges
(which includes 1+ and Toll Free usage UNLESS otherwise noted herein).
(B) During the Service Term, accumulated credits derived from the applicable
Discount will be applied in arrears commencing with the first day of the month
following the Effective Date, that is, the Discount will be applied to
Customer's measured usage charges for the preceding month (the "DISCOUNT
PERIOD"). The initial Discount Period shall include any partial calendar month
following Start of Service, or such other time basis as may be mutually
determined by the parties.
4 of 5
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<PAGE>
(C) Each Discount will result in the application of a credit obtained during the
Discount Period to the WorldCom invoice to Customer relevant to the billed
measured Switched Service for the calendar month next following the completion
of each Discount Period, PROVIDED Customer has paid undisputed charges
(including any late fees, if applicable) for that month and has not otherwise
been subject to a Suspension Notice in accordance with the TSA. Failure of
Customer to comply with the foregoing provision shall entitle WorldCom to
withhold any credit due Customer for the Discount Period in question until such
charges (including late fees) have been paid in full.
IN WITNESS WHEREOF, Customer has initialed this CLASSIC SWITCHED
SERVICES Amended and Restated Rate and Discount Schedule on the date first
written above.
LOGIX COMMUNICATIONS CORPORATION
Customer's Initials [ILLEGIBLE]
-----------
ATTACHMENTS:
<TABLE>
<S> <C>
Schedule 1A SUPERSAVER LATAs
Schedule 1B PREMIUM LATAs
Schedule 1C DEDICATED SUPERSAVER LATAs
Schedule 2 Intrastate Rates
Schedule 3 Canada and Mexico Rates; Canada and Mexico
Rates from Hawaii
Schedule 4 SWITCHED ACCESS Service International Rates
Schedule 5 DEDICATED ACCESS Service International Rates
Schedule 6 ENHANCED TRAVEL CARD Service Rates
Schedule 7 Switched International Rates 1 + from Hawaii
</TABLE>
Page 5 of 5
CONFIDENTIAL
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCENDTM SWITCHED SERVICES
AMENDED AND RESTATED
SERVICE SCHEDULE
THIS AMENDED AND RESTATED SERVICE SCHEDULE is made by and between
WorldCom Network Services, Inc. ("WORLDCOM") and Logix Communications
Corporation ("CUSTOMER") and is a part of their Telecommunication Services
Agreement for Switched Services. Neither Customer nor WorldCom shall be
obligated with respect to the Switched Services described below, nor any other
condition of such Switched Services until Customer has submitted and WorldCom
has accepted a Service Request with respect to the particular Switched Service.
Capitalized terms not defined herein shall have the meaning ascribed to them in
the TSA, the PET or the applicable Rate and Discount Schedule.
1. SWITCHED SERVICES: During the Service Term of the Agreement, WorldCom will
provide the following Switched Services (all as more particularly described
herein), (i) to and from the locations below, and (ii) for the charges and
applicable discounts set forth in the applicable Rate and Discount Schedule
attached herewith:
(a) "TERMINATION SERVICE" which is WorldCom's termination of calls
received from Customer's Service Interconnection(s).
(b) "TOLL FREE ORIGINATION Service" which is the origination of
Toll Free calls by WorldCom and the termination of such calls
to Customer's Service Interconnection(s).
(c) "SWITCHED ACCESS Service" which is the origination (via
individual telephone -access lines) and termination of calls
solely over facilities comprising the WorldCom network.
(d) "DEDICATED ACCESS Service" which is the origination and
termination of calls solely over facilities comprising the
World Com network which origination or termination is via
dedicated access lines.
(e) "TRAVEL CARD Service" which is the origination (via Travel
Card Toll Free number access) and termination of calls solely
over facilities comprising the WorldCom network.
2. SERVICE INTERCONNECTIONS:
(a) In order to utilize (i) TERMINATION Service and TOLL FREE
ORIGINATION Service, one or more full time dedicated connections
between Customer's network and the WorldCom network at one or more
WorldCom designated locations ("WORLDCOM POP") must be established
("CARRIER SERVICE INTERCONNECTIONS"), and (ii) DEDICATED ACCESS
Service, one or more full time dedicated connections between an End
User's private branch exchange ("PBX") or other customer premise
equipment and the World Com network at one or more World Com POP(s)
must be established ("DEDICATED SERVICE INTERCONNECTIONS"). Each
Carrier Service Interconnection and Dedicated Service Interconnection
shall be comprised of
Page 1 of 8
CONFIDENTIAL
<PAGE>
one or more dedicated access circuits, as the case may be. Carrier
Service Interconnections and Dedicated Service Interconnections are
collectively referred to as "SERVICE INTERCONNECTIONS".
(b) The circuit(s) comprising each Service Interconnection to a
WorldCom POP shall be requested by Customer on the appropriate WorldCom
Service Request. Each Service Request will describe (among other
things) the WorldCom POP to which a Service Interconnection is to be
established, the Requested Service Date therefor, the type and quantity
of circuits comprising the Service Interconnection and any charges and
other information relevant thereto, such as, Customer's terminating or
originating switch location, as the case may be. Such additional
information may be obtained from Customer or gathered by WorldCom and
recorded in Technical Information Sheets provided by WorldCom.
(c) Once ordered, and unless otherwise provided for in this TSA,
Service Interconnections or the circuits comprising each Service
Interconnection may only be canceled by Customer upon not less than
thirty (30) days prior written notice to WorldCom.
(d) With respect to a Carrier Service interconnection, absent the
automatic number identification ("ANI") of the calling party, Customer
shall provide WorldCom with a written certification (the
"Certification") of the percentage of interstate (including
international) and intrastate minutes of use relevant to the minutes of
traffic to be terminated in the same state in which the World Com POP
is located to which the Carrier Service Interconnection is made. This
Certification shall be provided by Customer prior to Start of Service
for any Carrier Service Interconnection and may be modified from time
to time by Customer and subject to recertification upon the request of
World Com which requests shall not be made unilaterally by WorldCom
more than once each calendar quarter. Any such modification(s) or
Certification(s) shall be effective as of the first day of any calendar
month and following at least forty-five (45) days notice from Customer.
In the event Customer fails to make such Certification, the relevant
minutes of use will be deemed to be subject to the Intrastate Rates
described in the applicable Rate and Discount Schedule. In the event
WorldCom or any other third party requires an audit of WorldCom's
interstate/intrastate minutes of traffic, Customer agrees to cooperate
in such audit at its expense and make its call detail records, billing
systems and other necessary information reasonably available to World
Com or any third party solely for the purpose of verifying Customer's
interstate/intrastate minutes of traffic. Customer agrees to indemnify
World Com for any liability World Com incurs in the event Customer's
Certification is different than that determined by the audit.
(e) With respect to Carrier Service Interconnections, Customer shall be
solely responsible for establishing and maintaining each Carrier
Service Interconnection over facilities subject to World Com's
approval. With respect to Dedicated Service Interconnections, WorldCom
will provision and maintain local access facilities between the End
User location (i.e., PBX) and the WorldCom POP, subject to any LEC
charges plus other applicable terms and charges set forth in World
Com's F.C.C. Tariff No. 5, however, Customer may elect to be
responsible for establishing each Dedicated Service Interconnection
over facilities subject to WorldCom's approval. Service
Interconnections shall only be comprised of D$1 facilities unless
otherwise provided for in the Service Request and agreed to in writing
by WorldCom. If a Service Interconnection is proposed to be made via a
local exchange carder, WorldCom will have the authority to direct
Customer to utilize WorldCom's entrance facilities or local serving
arrangement ("LSA") with the relevant local telephone operating
company, and Customer will be subject to a non-discriminatory charge
therefor from World Com. The monthly recurring
Page 2 of 8
CONFIDENTIAL
<PAGE>
charge relevant to Customer's use of LSA capacity shall be subject to
upward adjustment by WorldCom from time to time which adjustment, if
any, shall not exceed the rate that otherwise would be charged for the
equivalent switched access capacity between the same points by the
relevant local telephone operating company pursuant to its published
charges for the type of service in question.
(f) If other private line interexchange facilities are necessary to
establish a Service Interconnection, and such facilities are requested
from WorldCom, such facilities will be provided on an individual case
basis.
(g) Commencing with the second full calendar month following Start of
Service for each circuit comprising a Service Interconnection (i.e.,
both Carrier Service Interconnections and Dedicated Service
Interconnections) and thereafter, Customer will maintain Switched
Services measured usage charges per DS1 (or DS-1 equivalent circuit) of
not less than an average of $1,500 per calendar month/billing period
("MINIMUM MONTHLY USAGE"). In the event Customer fails to obtain the
required Minimum Monthly Usage for the circuits comprising each Service
Interconnection, WorldCom will charge and Customer will pay the
difference between the number of DS-1s times the Minimum Monthly Usage
(i.e., $1,500) and Customer's total Switched Services measured usage
charges for the circuit(s) comprising the Service Interconnection in
question ("MINIMUM USAGE CHARGE"). WorldCom TERMINATION Service and
TOLL FREE ORIGINATION Service minutes carried over the same Service
Interconnection, if any, shall be included in determining if Customer
has met the Minimum Monthly Usage requirement.
Example: Assume Customer's actual Switched Services measured
usage charges for 2 DS-1s comprising a Carrier Service
Interconnection at WorldCom POP A is $3,500, Customer's actual
Switched Services measured usage charges for 2 DS-1s
comprising a Carrier Service Interconnection at WorldCom POP B
is $4,500, and Customer's End User's actual Switched Services
measured usage charges for 1 DS-1 comprising a Dedicated
Service Interconnection at WorldCom POP C is $600. Customer
would not be subject to a Minimum Usage Charge since
Customer's actual Minimum Monthly Usage is $8,600 which
exceeds Customer's Minimum Monthly Usage of $7,500 [5 x
$1,500).
(h) DS-1 circuits comprising all Service Interconnections will be
subject to a nonrecurring $400 per DS-1 switch port installation
charge, and DS-3 circuits comprising all Service Interconnections will
be subject to a nonrecurring per DS-3 switch port installation charge
as determined on an individual case basis.
3. FORECASTS: Before Customer's initial order for Switched Services, Customer
shall provide World Com with a forecast regarding the number of minutes expected
to be terminated or originated in various LATAs and/or Tandems, so as to enable
WorldCom to configure optimum network arrangements. In the event Customer's
Switched Service traffic volumes result in a lower than industry standard
completion rate or otherwise adversely affect the WorldCom Network, WorldCom
reserves the right to block the source of such adverse traffic at any time.
Customer will provide WorldCom with additional forecasts from time to time upon
World Com's request which shall not be more frequent than once every three (3)
months.
Page 3 of 8
CONFIDENTIAL
<PAGE>
4. START OF SERVICE: Start of Service for the various Switched Services will
occur as described below:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
SERVICE START OF SERVICE
----------------------------------------------------------------------------------
<S> <C>
TERMINATION Service Concurrently with the activation of
each circuit comprising Carrier
Service Interconnections relevant to
TERMINATION Service
----------------------------------------------------------------------------------
TOLL FREE ORIGINATION Service Concurrently with the activation of
each circuit comprising Carrier
Service Interconnections relevant to
TOLL FREE ORIGINATION Service
----------------------------------------------------------------------------------
SWITCHED ACCESS Service ANI by ANI basis concurrently with the
activation of each ANI to be served,
and a TOLL FREE Number by TOLL FREE
Number basis concurrently with
activation of each TOLL FREE Number
----------------------------------------------------------------------------------
DEDICATED ACCESS Service Concurrently with the activation of
each circuit comprising Dedicated
Service Interconnections
----------------------------------------------------------------------------------
TRAVEL CARD Service Code by Code basis concurrently with
the activation of each Code
----------------------------------------------------------------------------------
</TABLE>
5. LIMITATION OF ORIGINATION OR TERMINATION LOCATIONS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
SWITCHED SERVICE ORIGINATION FROM TERMINATION TO
-------------------------------------------------------------------------------------------------------
TERMINATION service Any Worldcom POP Any direct dialable
location worldwide
-------------------------------------------------------------------------------------------------------
TOLL FREE ORIGINATION Service Locations in the 48 contiguous Any customer
United States, Hawaii, Alaska, the designated carrier
US Virgin Islands, Puerto Rico and Service Interconnection
Canada
-------------------------------------------------------------------------------------------------------
SWITCHED ACCESS (1+) Service All equal access exchanges in the 48 Any direct dialable
contiguous United States (except in location worldwide
LATA 921-Fishers Island, New York)
and Hawaii
-------------------------------------------------------------------------------------------------------
SWITCHED ACCESS (Toll Free) Service Locations in the 48 contiguous United Locations in the 48
States, Hawaii, Alaska, the US contiguous United
Virgin Islands, Puerto Rico States and Hawaii
-------------------------------------------------------------------------------------------------------
DEDICATED ACCESS (1+) Service Locations in the 48 contiguous Any direct dialable
United States location worldwide
-------------------------------------------------------------------------------------------------------
DEDICATED ACCESS (Toll Free) Service Locations in the 48 contiguous United Any Customer designated
States, Hawaii, Alaska, the US Dedicated Service
Virgin Islands, Puerto Rico Interconnection
-------------------------------------------------------------------------------------------------------
BASIC TRAVEL CARD Service Locations in the 48 contiguous United Locations in the 48
States contiguous United States,
Hawaii, Alaska, the US
Virgin Islands, Puerto
Rico and Canada
-------------------------------------------------------------------------------------------------------
BASIC TRAVEL CARD Services Locations in Hawaii, Alaska, the Locations in the 48
US Virgin Islands, Puerto Rico and contiguous United
Canada States
-------------------------------------------------------------------------------------------------------
BASIC TRAVEL CARD Service Select International locations. Locations in the 48
contiguous United States
-------------------------------------------------------------------------------------------------------
TRAVEL CARD Service - Enhanced SEE Schedule 6 to the applicable Rate SEE Schedule 6 to
Features and Discount Schedule. the applicable Rate
and Discount Schedule.
-------------------------------------------------------------------------------------------------------
</TABLE>
6. BILLING INCREMENTS:
(A) Classic Service - (i) all calls (excluding California IntraLATA and
California intrastate calls and calls to International Locations,
Canada and Mexico) will be billed in six (6) second increments and
subject to a six (6) second minimum charge, (ii) California
Page 4 of 8
CONFIDENTIAL
<PAGE>
IntraLATA and California intrastate calls will be billed in six (6)
second increments and subject to an eighteen (18) second minimum, and
(ii) calls to International Locations, Canada and Mexico will be billed
in six (6) second increments and subject to a thirty (30) second
minimum charge.
(B) TRANSCEND-TM- Service - (i) all calls (excluding calls to
International Locations, Canada and Mexico and calls from Canada) will
be billed in six (6) second increments and subject to a six (6) second
minimum charge, and (iii) calls to International Locations, Canada and
Mexico and calls from Canada will be billed in six (6) second
increments and subject to a thirty (30) second minimum charge.
(C) All calls will be billed (i) utilizing Hardware Answer Supervision
where available, and with respect to TOLL FREE Services, commencing
with Customer's switch wink or answer back. If Customer is found to be
non-compliant in passing back appropriate answer supervision, i.e.,
answer back, WorldCom reserves the right to suspend TOLL FREE Service
or deny requests by Customer for additional Service until appropriate
compliance is established.
7. CDR MEDIA: WorldCom will provide Call Detail Records (CDRs) for
WorldCom's Switched Services in machine readable form in one of several
magnetic tape formats (selected by Customer on Customer's Service Request)
("CDR MEDIA"). CDR Media provided under this Section (i) monthly is provided
at no charge, (ii) weekly is subject to a recurring monthly charge of $150,
and (iii) daily is subject to the applicable non-recurring Installation
Charge as described below (plus all leased-line and equipment costs necessary
to implement Daily CDR Media which will be determined on an individual case
basis depending on Customer's specific configuration).
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
TYPE Total Contract Non-Recurring
Value Installation
Charge
--------------------------------------------------------------------------------------
<S> <C> <C>
Daily CDR Media-Customer < $1,000,000 $1,000
provided hardware and software $ 1,000,000+ $1,000
--------------------------------------------------------------------------------------
Daily CDR Media-PC Solution < $1,000,000 $5,000
$ 1,000,000+ $2,500
--------------------------------------------------------------------------------------
Sub-Daily CDR Media-Customer < $1,000,000 $1,000
provided hardware and software $ 1,000,000+ $1,000
--------------------------------------------------------------------------------------
Sub-Daily CDR Media-PC < $1,000,000 $5,000
Solution $ 1,000,000+ $2,500
--------------------------------------------------------------------------------------
</TABLE>
8. TOLL FREE NUMBERS:
(a) TOLL FREE numbers will be issued to Customer (i.e., issuance
equates to activation or reservation, whichever occurs first) on a
random basis. Customer requests for specific numbers will be considered
by WorldCom, and if provided, will be subject to additional charges as
set forth below and WorldCom's then current reservation policy which
shall also apply to any randomly selected and reserved TOLL FREE
number. At any time preceding three (3) months from the scheduled
expiration of the Service Term, Customer may only reserve TOLL FREE
numbers in an amount equal to the greater of (i) 50, or (ii) fifteen
percent (15%) of the total number of TOLL FREE numbers activated by
WorldCom for Customer. Customer requests for TOLL FREE numbers
inconsistent with the above stated conditions may be considered by
World Com on an individual case basis. TOLL FREE numbers reserved for
Customer will be activated upon Customer's request,
Page 5 of 8
CONFIDENTIAL
<PAGE>
however, with respect to TRANSCENDS-TM- Service, WorldCom may charge
Customer an SMS Storage fee for each TOLL FREE number.
(b) Customer Request for Specific Numbers - $25 per individual TOLL
FREE number.
(c) Customer specifically agrees that regardless of the method in
which a TOLL FREE number is reserved for or otherwise assigned to
Customer, that Customer will not seek any remedy from WorldCom under
a theory of detrimental reliance or otherwise that such TOLL FREE
number(s) are found not to be available for Customer's use until such
TOLL FREE number is put in service for the benefit of Customer, and
that such TOLL FREE number(s) shall not be sold, bartered, brokered or
otherwise released by Customer for a fee (TOLL FREE Number
Trafficking"). Any attempt by Customer to engage in TOLL FREE Number
Trafficking shall be grounds for reclamation by WorldCom for
reassignment of the TOLL FREE number(s) reserved for or assigned to
Customer.
9. ENHANCED TOLL FREE SERVICES: The following TOLL FREE identification
services and routing options (collectively, "ENHANCED TOLL FREE SERVICES")
are available from WorldCom:
IDENTIFICATION SERVICES:
i. Dialed Number Identification Service - identification of
specific TOLL FREE number dialed.
ii. Real-Time ANI - receipt of telephone number of calling
party.
TOLL FREE ROUTING OPTIONS:
i. Message Referral - recording (up to six (6) months) that
informs callers that the TOLL FREE number has been
disconnected or refers callers to new number.
ii. Call Area Selection - selection or blockage of
locations from which TOLL FREE numbers can be received
(i.e., State, NPA, LATA or NXX level).
iii. Call Distributor Routing - distribution of TOLL FREE traffic
evenly over dedicated access lines in a trunk group (e.g.,
ascending, descending, most idle, least idle).
iv. Route Completion (Overflow) - overflow of TOLL FREE
dedicated access traffic only to up to five (5) pre- defined
alternate routing groups (e.g., dedicated access, WATs
access lines or switched access lines).
v. Geographic Routing - termination of calls to a single TOLL
FREE number from two or more originating routing groups to
different locations.
vi. Time-of-Day Routing - routing of calls to single TOLL FREE
number based on time of day (up to forty-eight (48) time
slots of 15-minute increments in a 24-hour period).
Page 6 of 8
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<PAGE>
vii. Day-of-Week Routing - routing of calls to single TOLL FREE
number based on each day of the week.
viii. Day-of-Year Routing - routing of calls to single TOLL FREE
number based on up to fifteen (15) customer- specified
holidays.
ix. Percent Allocation Routing - routing of calls for each
originating routing group to two (2) or more terminating
locations based on customer-specified percentage.
Customer will receive the Identification Services described above at no
charge. The minutes of use rates for TOLL FREE Routing Options
described above (in addition to the TOLL FREE Routing Option Feature
Charges described below) will be the same rates for SWITCHED ACCESS
Service (TOLL FREE) and DEDICATED ACCESS Service (TOLL FREE), whichever
is applicable, as described in the applicable Rate -band Discount
Schedule excluding Route Completion (Overflow). If Customer selects
Route Completion (Overflow) and Customer's traffic overflows from
DEDICATED ACCESS Service (TOLL FREE) to SWITCHED ACCESS Service (TOLL
FREE), Customer's minute of use rate will be the rate associated with
SWITCHED ACCESS Service (TOLL FREE). The TOLL FREE Routing Option
Feature Charges are as follows:
INSTALLATION CHARGE: $50.00 PER feature; maximum of $250.00
per TOLL FREE number.
CHANGE ORDER CHARGE: $50.00 PER feature; maximum of $250.00
per TOLL FREE number.
MONTHLY RECURRING CHARGE: $25.00 PER feature; maximum of
$150.00 per TOLL FREE number.
EXPEDITE CHARGE: $500.00 (i.e., outside normal interval time
of four (4) business days).
Note: More than ten (10) points of termination for a single feature
will be treated as two (2) features. Further, every additional ten (10)
points of termination will be treated as a separate feature.
10. RESPORG SERVICES: Responsible Organization Services (relevant to
TOLL FREE Numbers) if provided by WorldCom will be provided by WorldCom
pursuant to WorldCom's F.C.C. Tariff No. 5.
11. AUTHORIZATION CODES FOR TRAVEL CARD SERVICE: WorldCom will supply
Customer with authorization codes ("Codes") containing nine (9) or fourteen
(14) digits for use with a corresponding TOLL FREE Service number for
origination and termination of TRAVEL CARD Service calls. The Codes may be
obtained by Customer in blocks of ten (10) not to exceed a total of 1000
Codes at any one time. WorldCom reserves the right to deny access to any Code
at any time.
12. INBOUND PORTION OF TRAVEL CARD SERVICE CALL: The inbound service
portion of a TRAVEL CARD Service call (i.e., the TOLL FREE Service) must be
provided by WorldCom.
13. ACCOUNTING CODES: For every billed telephone number (BTN) requested
by Customer, whether verified or non-verified, Customer shall pay a monthly
recurring charge of $15.
Page 7 of 8
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<PAGE>
14. PAY PHONE SURCHARGE: In the event WorldCom is required to compensate
payphone service providers (PSPs) for tollfree or access code calls which
originate from payphones (including without limitation, any Order adopted by the
FCC) ("PAYPHONE SURCHARGE"), WorldCom will charge and Customer agrees to pay
WorldCom the amount of the Payphone Surcharge which is required to be paid by
WorldCom.
15. RBOC TERMINATION/ORIGINATION: With respect to Classic Switched
Services, following Start of Service for TERMINATION SERVICE, TOLL FREE
ORIGINATION Service and/or DEDICATED ACCESS Service, Customer will maintain
at least 80% of the minutes of traffic (during any calendar month or pro rata
portion thereof) with respect to each of the above-mentioned ServiCes for
termination or origination in a Tandem owned and operated by a Regional Bell
Operating Company ("RBOC TERMINATIONS/ORIGINATIONS") and subject to such
RBOC's tariffed access charges. WorldCom shall have the right to apply a
$0.020 per minute surcharge to the number of minutes by which Non-RBOC
Terminations/Originations exceed 20% of total monthly minutes for each of the
following Services: TERMINATION Service, TOLL FREE ORIGINATION Service and
DEDICATED ACCESS Service.
16. PRESUBSCRIBED INTEREXCHANGE CARRIER CHARGE (PICC): With respect to
Classic Switched Services, WorldCom will charge Customer for any LEC-assessed
presubscribed interexchange carrier charge ("PICC CHARGE") which PICC Charge
will be reasonably determined by WorldCom as of a date certain each month
(the"PICC CHARGE DETERMINATION DATE") but only if WorldCom is directly billed
by the LEC for such PICC Charge. Customer's PICC Charge will be determined as
of the PICC Charge Determination Date and will be based on the same criteria
for which WorldCom is assessed such charge by the LEC (e.g., number and type
of Customer's End Users (i.e., residential or business) as well as the type
of line associated with each such End User (i.e., single line, secondary line
or multi-line). This Section 16 will be deemed to include any other similar
additional charges assessed by a LEC after the date of this Agreement. (i.e.,
charges for which WorldCom is not currently being assessed).
IN WITNESS WHEREOF, Customer has initialed this CLASSIC/TRANSCENDTM
SWITCHED SERVICES Amended and Restated Service Schedule on the date first
written above.
LOGIX COMMUNICATIONS CORPORATION
Customer's Initials [ILLEGIBLE]
-----------
Page 8 of 8
CONFIDENTIAL
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND-TM- SWITCHED SERVICES
AMENDMENT NO. 2
This Amendment No. 2 is made as of the 20 day of SEPTEMBER
1999, by and between Logix Communications Corporation ("CUSTOMER")
and WorldCom Network Services, Inc., a Delaware corporation ("MCI
WORLDCOM") to that certain CLASSIC/TRANSCEND-TM- Telecommunications
Services Agreement (the "TSA") dated December 1, 1998, by and
between Customer and MCI WorldCom, including those certain Program
Enrollment Terms (the "PET") and that certain Amendment No. 1 dated
November 30, 1998 (collectively, the AGREEMENT"). In the event of
any conflict between the terms of the TSA, the PET, Amendment No.
1 and the terms of this Amendment No. 2, the terms of this
Amendment No. 2 shall control. The TSA along with the PET,
Amendment No. 1 and this Amendment No. 2 shall collectively be
referred to as the "AGREEMENT". Further, all references to
"WorldCom" in the Agreement will be deemed to refer to "MCI
WorldCom.
1. ADVANCED TOLL FREE. Commencing OCTOBER 1, 1999, MCI WorldCom
---------
agrees to provide Customer ADVANCED TOLL FREE Service pursuant
to the terms and conditions contained in this Agreement and
that certain Attachment for ADVANCED TOLL FREE Services
attached hereto (the "ATF ATTACHMENT"). Notwithstanding
anything to the contrary contained in the ATF Attachment,
Customer will receive the following rates for ADVANCED TOLL
FREE Service which rates are NOT subject to any discount.
<TABLE>
-----------------------------------------------------------------------------------
LEC GROUP RATE
-----------------------------------------------------------------------------------
<S> <C>
Ameritech $0.0299
-----------------------------------------------------------------------------------
Ameritech, IL $0.0299
-----------------------------------------------------------------------------------
Bell Atlantic $0.0269
-----------------------------------------------------------------------------------
Bell South $0.0300
-----------------------------------------------------------------------------------
NYNEX $0.0378
-----------------------------------------------------------------------------------
NYNEX (LATA 132) $0.0349
-----------------------------------------------------------------------------------
Pacific Telesis, CA $0.0305
-----------------------------------------------------------------------------------
Pacific Telesis, NV $0.0436
-----------------------------------------------------------------------------------
Southwestern Bell $0.0320
-----------------------------------------------------------------------------------
US West $0.0305
-----------------------------------------------------------------------------------
GTE 1 $0.0354
(CA, FL, MN)
-----------------------------------------------------------------------------------
GTE 2 $0.0400
(MO, TX, VA, WA)
-----------------------------------------------------------------------------------
GTE 3 $0.0475
(IL, OK, MI, NM, PA)
-----------------------------------------------------------------------------------
GTE 4 $0.510
(AL, IN, KY, NC, NE, OH, OR,
SC, WI)
-----------------------------------------------------------------------------------
GTE 5 $0.0610
(AR, IA, ID)
-----------------------------------------------------------------------------------
NECA 1 $0.0820
(AL, CT, FL, IL, IN, LA, MA,
MD, MN, NC,
-----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
-----------------------------------------------------------------------------------
<S> <C>
NE, NV, NY, OH, PA, SC, TN, VA, WI)
-----------------------------------------------------------------------------------
NECA 2 $0.0879
(CO, GA, IA, KY, ME, MI, MO,
MS, MT, NH, OR, VT, WV, WY)
-----------------------------------------------------------------------------------
NECA 3 $0.0952
(AR, CA, KS, ND, NM, OK, SD, WA)
-----------------------------------------------------------------------------------
NECA 4 $0.1157
(AZ, ID, UT)
-----------------------------------------------------------------------------------
Aliant $0.0485
-----------------------------------------------------------------------------------
Centel $0.0415
-----------------------------------------------------------------------------------
Contel 1 $0.0600
(AL, AR, AZ, IN, KY, MN, MO, NC, SC, VA)
-----------------------------------------------------------------------------------
Contel 2 $0.0620
(CA, IA, IL, NM, PA, TX, WA)
-----------------------------------------------------------------------------------
SNET $0.0325
-----------------------------------------------------------------------------------
United 1 $0.0407
(FL, NC, NJ, PA, SC, TN, VA)
-----------------------------------------------------------------------------------
United 2 $0.0530
(IN, OH, OR, WA)
-----------------------------------------------------------------------------------
United 3 $0.0579
(KS, MN, MO, NE, TX)
-----------------------------------------------------------------------------------
Wireless $0.0354
-----------------------------------------------------------------------------------
Other $0.0950
-----------------------------------------------------------------------------------
</TABLE>
2. SERVICE INTERCONNECTIONS:
(A) In order to utilize ADVANCED TOLL FREE Service, one or more full
time dedicated connections between Customer's network and the MCI
WorldCom network at one or more MCI WorldCom POP(s) must be established
("SERVICE INTERCONNECTION(S)"). Each Service Interconnection shall be
comprised of one or more dedicated access circuits, as the case may be.
(B) The circuit(s) comprising each Service Interconnection to a MCI
WorldCom POP shall be requested by Customer on the appropriate MCI
WorldCom Service Request. Each Service Request will describe (among
other things) the MCI WorldCom POP to which a Service Interconnection
is to be established, the Requested Service Date therefor, the type and
quantity of circuits comprising the Service Interconnection and any
charges and other information relevant thereto, such as, Customer's
originating or terminating switch location, as the case may be. Such
additional information may be obtained from Customer or gathered by MCI
WorldCom and recorded in Technical Information Sheets provided by MCI
WorldCom.
(C) Once ordered, and unless otherwise provided for in this Agreement,
Service Interconnection(s) or the circuits comprising each Service
Interconnection may only be canceled by Customer upon not less than
thirty (30) days prior written notice to MCI WorldCom.
(D) Customer shall be solely responsible for establishing and
maintaining each Service Interconnection over facilities subject to MCI
WorldCom's approval. Service Interconnections shall be only comprised
of DS-1 facilities unless otherwise provided for in the Service Request
and agreed to in writing by MCI WorldCom. If a Service Interconnection
is proposed to be
Page 2 of 3
CONFIDENTIAL
<PAGE>
made via a local exchange carrier, MCI WorldCom will have the authority
to direct Customer to utilize MCI WorldCom's entrance facilities or
local serving arrangement ("LSA") with the relevant local telephone
operating company, and Customer will be subject to a nondiscriminatory
charge therefor from MCI WorldCom. The monthly recurring charge
relevant to Customer's use of LSA capacity shall be subject to upward
adjustment by MCI WorldCom from time to time which adjustment, if any,
shall not exceed the rate that otherwise would be charged for the
equivalent switched access capacity between the same points by the
relevant local telephone operating company pursuant to its published
charges for the type of service in question.
(E) If other private line interexchange facilities are necessary to
establish a Service Interconnection, and such facilities are requested
from MCI WorldCom, such facilities will be provided on an individual
case basis.
(F) Commencing with the second full calendar month following Start of
Service for each circuit comprising a Service Interconnection and
thereafter, Customer will maintain Switched Services measured usage
charges per DS-1 (or DS-1 equivalent circuit) of not less than an
average of $1,500 per calendar month/billing period ("MINIMUM MONTHLY
USAGE"). In the event Customer fails to obtain the required Minimum
Monthly Usage for the circuits comprising each Service Interconnection,
MCI WorldCom will charge and Customer will pay the difference between
the total combined number of DS-1s times the Minimum Monthly Usage
(i.e., $1,500) and Customer's total combined Switched Services measured
usage charges for the circuit(s) comprising the Service Interconnection
in question ("MINIMUM USAGE CHARGE").
(G) DS-1 circuits comprising all Service Interconnections will be
subject to a nonrecurring $400 per DS-1 switch port installation charge
(provided the maximum charge hereunder will be $2,000 for up to 28 DS-1
s ordered at the same time), and DS3 circuits comprising all Service
Interconnections will be subject to a nonrecurring per DS-3 switch port
installation charge as determined on an individual case basis.
3. OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the Agreement will remain in full
force and effect throughout the applicable Service Terms and any
extensions thereof.
IN WITNESS WHEREOF the parties have entered into this Amendment No. 2
as of the date first written above.
LOGIX COMMUNICATIONS CORPORATION WORLDCOM NETWORK SERVICES, INC.
By: /s/ Walker Fleming By: /s/ James Foran
---------------------------- ------------------------------
Print Name: Walker Fleming Print Name: James Foran
-------------------- ---------------------
Title: SVP OPSO Title: Regional Sales Director
------------------------ --------------------------
Page 3 of 3
CONFIDENTIAL
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
ATTACHMENT FOR ADVANCED TOLL FREE SERVICE
This ATTACHMENT FOR ADVANCED TOLL FREE SERVICE is made by and between
Logix Communications Corporation ("CUSTOMER") and WorldCom Network Services,
Inc. ("MCI WORLDCOM") and is a part of their Telecommunications Services
Agreement for Switched Services. Capitalized terms not defined herein shall
have the meaning ascribed to them in the TSA, the PET, the applicable
Attachment(s) or the Tariff (as defined below), whichever is applicable. NOTE:
ANY MODIFICATIONS, ADDITIONS OR DELETIONS FROM THIS ATTACHMENT WILL NOT BE
EFFECTIVE UNLESS SPECIFICALLY SET FORTH IN THE PET.
During the Service Term of the Agreement, MCI WorldCom will provide
"ADVANCED TOLL FREE SERVICE" which is MCI WorldCom's origination of calls and
the termination of such calls to Customer's Carrier PLUS Service
Interconnection(s) (as defined in the PET), (i) to and from the locations
below, and (ii) for the charges and applicable discounts set forth herein.
With respect to Domestic Interstate and International ADVANCED TOLL FREE
Service, this Attachment incorporates by reference the terms of MCI Tariff FCC
No. 1 (the "TARIFF'), which may be modified from time to time by MCI WorldCom
in accordance with law and thereby affect the Services furnished Customer
hereunder, except that the terms and conditions contained in the TSA, the PET
or this Attachment shall supplement or, to the extent inconsistent, supersede
the Tariff terms and conditions. With respect to Intrastate ADVANCED TOLL FREE
Service, this Attachment incorporates by reference each applicable state
tariff filed by MCI WorldCom, which may be modified from time to time by MCI
WorldCom, and thereby affect the Services furnished.
For purposes of this Attachment "ORIGINATING LEC" shall mean the LEC
from which an inbound call originates based upon the NPA/NXX designations, or
complete ANI systems if and when the capability is developed to process such
information, as determined in the Local Exchange Routing Guide (LERG).
I. TERMS AND CONDITIONS.
(A) FORECASTS: Before Customer's initial order for ADVANCED TOLL
FREE Services, Customer shall provide MCI WorldCom with a forecast
regarding the number of minutes expected to be originated in various
LATAs and/or Tandems, so as to enable MCI WorldCom to configure
optimum network arrangements. IN THE EVENT CUSTOMER'S TRAFFIC VOLUMES
RESULT IN A LOWER THAN INDUSTRY STANDARD COMPLETION RATE OR OTHERWISE
ADVERSELY AFFECT THE MCI WORLDCOM NETWORK, MCI WORLDCOM RESERVES THE
RIGHT TO BLOCK THE SOURCE OF SUCH ADVERSE TRAFFIC AT ANY TIME.
Customer will provide MCI WorldCom with additional forecasts from
time to time upon MCI WorldCom's request which shall not be more
frequent than once every three (3) months.
(B) START OF SERVICE: Start of Service for ADVANCED TOLL FREE
Service will be concurrent with the activation of each circuit
comprising a Carrier PLUS Service Interconnection relevant to
ADVANCED TOLL FREE Service.
(C) LIMITATION OF ORIGINATION AND TERMINATION LOCATIONS: ADVANCED
TOLL FREE Service may be originated from locations in the 48
contiguous United States,
Page 1 of 4
CONFIDENTIAL
<PAGE>
Hawaii, Alaska, the US Virgin Islands, Puerto Rico, Guam, North
Marianas Islands, Canada and International locations as described in
Schedule PR-B and terminated to any Customer-designated Carrier PLUS
Service Interconnection.
(D) PAY PHONE SURCHARGE: In the event MCI WorldCom is required to
compensate payphone service providers (PSPs) for toll-free or access
code calls which originate from payphones (including without
limitation, any Order adopted by the FCC) ("PAYPHONE SURCHARGE"), MCI
WorldCom will charge and Customer agrees to pay MCI WorldCom the
amount of the Payphone Surcharge which is required to be paid by MCI
WorldCom.
(E) TOLL FREE NUMBERS:
(1) TOLL FREE numbers will be issued to Customer (i.e.,
issuance equates to activation or reservation, whichever occurs
first) on a random basis. Customer requests for specific
numbers will be considered by MCI WorldCom, and if provided,
will be subject to additional charges as set forth below and
MCI WorldCom's then current reservation policy which shall also
apply to any randomly selected and reserved TOLL FREE number.
At any time preceding three (3) months from the scheduled
expiration of the Service Term, Customer may only reserve TOLL
FREE numbers in an amount equal to the greater of (i) 50, or
(ii) fifteen percent (15%) of the total number of TOLL FREE
numbers activated by MCI WorldCom for Customer. Customer
requests for TOLL FREE numbers inconsistent with the above
stated conditions may be considered by MCI WorldCom on an
individual case basis. TOLL FREE numbers reserved for Customer
will be activated upon Customer's request, however, MCI
WorldCom may charge Customer an SMS Storage fee for each TOLL
FREE number.
(2) Customer Request for Specific Numbers - $25 per individual
TOLL FREE number reserved or assigned.
(3) Customer specifically agrees that regardless of the method
in which a TOLL FREE number is reserved for or otherwise
assigned to Customer, that Customer will not seek any remedy
from MCI WorldCom including, but not limited to, any remedy
based on a theory of detrimental reliance or otherwise that
such TOLL FREE number(s) are found not to be available for
Customer's use until such TOLL FREE number is put in service
for the benefit of Customer, and that such TOLL FREE number(s)
shall not be sold, bartered, brokered or otherwise released by
Customer for a fee ("TOLL FREE NUMBER TRAFFICKING"). Any
attempt by Customer to engage in TOLL FREE Number Trafficking
shall be grounds for reclamation by MCI WorldCom for
reassignment of the TOLL FREE number(s) reserved for or
assigned to Customer.
(F) RESPORG SERVICES: Responsible Organization Services (relevant to
TOLL FREE Numbers) if provided by MCI WorldCom will be provided by MCI
WorldCom pursuant to MCI WorldCom's applicable tariffs (or the
applicable tariffs of its affiliates).
II. ADVANCED TOLL FREE SERVICE CHARGES.
Page 2 of 4
CONFIDENTIAL
<PAGE>
For purposes of this Attachment, Customer's "SWITCHED SERVICES
REVENUE" will be comprised of Customer's gross (i.e., prior to the
application of discounts) measured and per call charges described
below (i.e., interstate, intrastate, and International).
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
JURISDICTION RATE PER MINUTE
---------------------------------------------------------------------------------------
<S> <C>
INTERSTATE SEE Schedule PR-A* [Note:
Within the 48 contiguous United States Any Switched Termination
traffic will be rated at the
rates set forth in Section
3.0821 of the Tariff less a
32% Discount]
---------------------------------------------------------------------------------------
INTERSTATE Extended
Alaska to 48 contiguous United States $0.2259 Peak/$0.2144 Off-Peak
Hawaii to 48 contiguous United States $0.0919 Peak/$0.0804 Off-Peak
Puerto Rico to 48 contiguous United States $0.1092 Peak/$0.0977 Off-Peak
US Virgin Islands to 48 contiguous United States $0.0758 Peak/$0.0643 Off-Peak
Guam to 48 contiguous United States $0.2286 Peak/$0.2286 Off-Peak
American Samoa to 48 contiguous United States $0.5089 Peak/$0.5089 Off-Peak
Saipan (CNMI) to 48 contiguous United States $0.2436 Peak/$0.2436 Off-Peak
---------------------------------------------------------------------------------------
INTRASTATE* SEE Schedule PR-B
---------------------------------------------------------------------------------------
INTERNATlONAL* SEE Schedule PR-C [Note: The
International locations to 48 contiguous United States rate for any country not
(excluding Canada and Mexico) listed will be the rate set
forth in Section 3.07314 of
the Tariff less a 20%
discount. Customer's
International rates will not
be subject to any other
discount.]
Canada to 48 contiguous United States SEE Schedule PR-C
Mexico to 48 contiguous United States SEE Schedule PR-C. [Note:
These rates correspond to
Table V, Part H of the
Tariff which state the
distance from the Mexico
border to the destination in
Mexico.
=======================================================================================
</TABLE>
* "LEC Groups" shall mean collectively the groups set forth in
Schedule PR-D. Each LEC Group shall be known by the heading
assigned to it in Schedule PR-D and shall be comprised of the
entity or entities listed under said heading. The headings in
Schedule PR-D are for reference and convenience only and in no
way shall define or limit the scope of each LEC Group. Any LEC
not listed on Schedule PR-D shall be deemed a member of the
"All Other LECs".
III. FEATURES AND CHARGES.
(A) Upon request, MCI WorldCom will provide those features for
ADVANCED TOLL FREE Service as described in Section C.3.088 of the
Tariff subject to rates set forth therein.
(B) Customer shall also pay a monthly service fee per Toll Free Service
Group for dedicated terminations as described in Option F, Section C.
3.0812 (Other Monthly Recurring Charges) of the Tariff.
Page 3 of 4
CONFIDENTIAL
<PAGE>
IN WITNESS WHEREOF, authorized parties on behalf of their respective
entities have has initialed this Attachment for ADVANCED TOLL FREE Service as
of the date shown below.
LOGIX COMMUNICATIONS CORPORATION WORLDCOM NETWORK SERVICES, INC.
Customer's Initials MCI WorldCom's Initials /s/ JT
------- -------
Date: Date: 9/20/99
--------------------- ------------------------
ATTACHMENTS:
Schedule PR/ATF-A = Interstate Rates
Schedule PR/ATF-B = Intrastate Rates
Schedule PR/ATF-C = International Rates
Schedule PR/ATF-D = LEC Groups
Page 4 of 4
CONFIDENTIAL
<PAGE>
IN WITNESS WHEREOF, authorized parties on behalf of their respective
entities have has initialed this Attachment for ADVANCED TOLL FREE Service as
of the date shown below.
LOGIX COMMUNICATIONS CORPORATION WORLDCOM NETWORK SERVICES, INC.
Customer's Initials /s/ illegible MCI WorldCom's Initials /s/ JT
------- -------
Date: 9/17/99 Date: 9/20/99
--------------------- ------------------------
ATTACHMENTS:
Schedule PR/ATF-A = Interstate Rates
Schedule PR/ATF-B = Intrastate Rates
Schedule PR/ATF-C = International Rates
Schedule PR/ATF-D = LEC Groups
Page 4 of 4
CONFIDENTIAL
<PAGE>
<TABLE>
<CAPTION>
OCN LEC NAME STATE ATF Grp ATF
<S> <C> <C> <C>
9321 AMERITECH OHIO OH 1 Ameritech
9323 AMERITECH MICHIGAN MI 1 Ameritech
9325 AMERITECH INDIANA IN 1 Ameritech
9327 AMERITECH WISCONSIN WI 1 Ameritech
9329 AMERITECH ILLINOIS WI 1 Ameritech
1051 AMERITECH ILLINOIS METRO, INC. IL 2 Ameritech - IL
9329 AMERITECH ILLINOIS IL 2 Ameritech - IL
9206 BELL ATLANTIC - NEW JERSEY, INC. NJ 3 Bell Atlantic
9208 BELL ATLANTIC - PENNSYLVANIA, INC. PA 3 Bell Atlantic
9210 BELL ATLANTIC - DELAWARE, INC. DE 3 Bell Atlantic
9211 BELL ATLANTIC - WASHINGTON, DC, INC. DC 3 Bell Atlantic
9212 BELL ATLANTIC - MARYLAND, INC. MD 3 Bell Atlantic
9213 BELL ATLANTIC - VIRGINIA, INC. VA 3 Bell Atlantic
9214 BELL ATLANTIC - WEST VIRGINIA, INC. WV 3 Bell Atlantic
9417 SOUTHERN BELL TELEPHONE CO. AL 4 Bell South
9417 SOUTHERN BELL TELEPHONE CO. FL 4 Bell South
9417 SOUTHERN BELL TELEPHONE CO. GA 4 Bell South
9417 SOUTHERN BELL TELEPHONE CO. NC 4 Bell South
9417 SOUTHERN BELL TELEPHONE CO. SC 4 Bell South
9419 SOUTH CENTRAL BELL AL 4 Bell South
9419 SOUTH CENTRAL BELL FL 4 Bell South
9419 SOUTH CENTRAL BELL GA 4 Bell South
9419 SOUTH CENTRAL BELL KY 4 Bell South
9419 SOUTH CENTRAL BELL LA 4 Bell South
9419 SOUTH CENTRAL BELL MS 4 Bell South
9419 SOUTH CENTRAL BELL NC 4 Bell South
9419 SOUTH CENTRAL BELL TN 4 Bell South
9102 BELL ATLANTIC NE MA 5 NYNEX
9102 BELL ATLANTIC NE ME 5 NYNEX
9102 BELL ATLANTIC NE NH 5 NYNEX
9102 BELL ATLANTIC NE RI 5 NYNEX
9102 BELL ATLANTIC NE VT 5 NYNEX
9104 BELL ATLANTIC NY ME 5 NYNEX
9104 BELL ATLANTIC NY CT 6 NYNEX
9104 BELL ATLANTIC NY NY 6 NYNEX
0000 PACIFIC BELL CA 7 Pac Bell - CA
9740 PACIFIC BELL CA 7 Pac Bell - CA
0000 PACIFIC BELL FL 8 Pac Bell - NV
0000 PACIFIC BELL NJ 8 Pac Bell - NV
9740 PACIFIC BELL NV 8 Pac Bell - NV
9742 NEVADA BELL NV 8 Pac Bell - NV
9533 SOUTHWESTERN BELL AR 9 Southwestern Bell
9533 SOUTHWESTERN BELL IL 9 Southwestern Bell
9533 SOUTHWESTERN BELL KS 9 Southwestern Bell
9533 SOUTHWESTERN BELL MO 9 Southwestern Bell
9533 SOUTHWESTERN BELL NE 9 Southwestern Bell
9533 SOUTHWESTERN BELL OK 9 Southwestern Bell
9533 SOUTHWESTERN BELL TX 9 Southwestern Bell
9631 NORTHWESTERN BELL CO 10 US West
9631 NORTHWESTERN BELL IA 10 US West
9631 NORTHWESTERN BELL MN 10 US West
Page 1
<PAGE>
9631 NORTHWESTERN BELL MO 10 US West
9631 NORTHWESTERN BELL MT 10 US West
9631 NORTHWESTERN BELL ND 10 US West
9631 NORTHWESTERN BELL NE 10 US West
9631 NORTHWESTERN BELL SD 10 US West
9631 NORTHWESTERN BELL WI 10 US West
9631 NORTHWESTERN BELL WY 10 US West
9636 MOUNTAIN BELL AZ 10 US West
9636 MOUNTAIN BELL CO 10 US West
9636 MOUNTAIN BELL ID 10 US West
9636 MOUNTAIN BELL MT 10 US West
9636 MOUNTAIN BELL ND 10 US West
9636 MOUNTAIN BELL NE 10 US West
9636 MOUNTAIN BELL NM 10 US West
9636 MOUNTAIN BELL UT 10 US West
9636 MOUNTAIN BELL WY 10 US West
9638 PACIFIC NORTHWEST BELL ID 10 US West
9638 PACIFIC NORTHWEST BELL OR 10 US West
9638 PACIFIC NORTHWEST BELL WA 10 US West
0328 GTE FLORIDA, INC. FL 11 GTE 1
1186 GTE NORTH, INC. MN 11 GTE 1
2319 GTE CO. OF CALIFORNIA CA 11 GTE 1
4021 GTE COMMUNICATIONS CORPORATION CA 11 GTE 1
4312 GTE NORTH,INC.-MINNESOTA MN 11 GTE 1
7534 GTE CALIFORNIA CA 11 GTE 1
1186 GTE NORTH, INC. MO 12 GTE 2
4311 GTE NORTH, INC. - IOWA MO 12 GTE 2
4313 GTE NORTH, INC. - MISSOURI MO 12 GTE 2
4321 GTE NORTHWEST,INC. - IDAHO WA 12 GTE 2
4324 GTE NORTHWEST, INC. - WASHINGTON WA 12 GTE 2
4337 GTE SOUTH,INC.- VIRGINIA VA 12 GTE 2
4344 GTE SOUTHWEST, INC. - TEXAS TX 12 GTE 2
7993 GTE NORTHWEST INCORPORATED - WA WA 12 GTE 2
0169 GTE OF PENNSYLVANIA, INC. PA 13 GTE 3
0615 GTE NORTH, INC. - OHIO MI 13 GTE 3
0681 CONTEL OF THE SO. DBA GTE SO. - MICHIGAN MI 13 GTE 3
0695 GTE OF MICHIGAN MI 13 GTE 3
1000 GTE SOUTH, INC. - ILLINOIS IL 13 GTE 3
1015 GTE OF ILLINOIS IL 13 GTE 3
4342 GTE SOUTHWEST, INC. - NEW MEXICO NM 13 GTE 3
4343 GTE SOUTHWEST, INC. - OKLAHOMA OK 13 GTE 3
4344 GTE SOUTHWEST, INC. - TEXAS OK 13 GTE 3
0615 GTE NORTH, INC. - OHIO OH 14 GTE 4
0772 GTE OF INDIANA OH 14 GTE 4
4323 GTE NORTHWEST, INC. - OREGON OR 14 GTE 4
4335 GTE SOUTH, INC. - SOUTH CAROLINA SC 14 GTE 4
0407 GTE SOUTH, INC. - KENTUCKY KY 14 GTE 4
0772 GTE OF INDIANA IN 14 GTE 4
0831 CONTEL OF THE SO. DBA GTE SO. - INDIANA IN 14 GTE 4
0886 GTE OF WISCONSIN WI 14 GTE 4
4314 GTE NORTH, INC. - NEBRASKA KS 14 GTE 4
4314 GTE NORTH, INC. - NEBRASKA NE 14 GTE 4
Page 2
<PAGE>
4331 GTE SOUTH, INC. - ALABAMA AL 14 GTE 4
4334 GTE SOUTH, INC. - NORTH CAROLINA NC 14 GTE 4
4311 GTE NORTH, INC. - IOWA IA 15 GTE 5
4312 GTE NORTH, INC. - MINNESOTA IA 15 GTE 5
4321 GTE NORTHWEST, INC.-IDAHO ID 15 GTE 5
4341 GTE SOUTHWEST, INC. - ARKANSAS AR 15 GTE 5
4344 GTE SOUTHWEST, INC. - TEXAS AR 15 GTE 5
0037 RICHMOND TELEPHONE CO. MA 16 NECA 1
0071 ARMSTRONG TELEPHONE CO. OF NEW YORK NY 16 NECA 1
0073 BERKSHIRE TELEPHONE CO. NY 16 NECA 1
0076 CASSADAGA TELEPHONE CORP. NY 16 NECA 1
0077 CHAMPLAIN TELEPHONE CO. NY 16 NECA 1
0078 CHAUTAUQUA & ERIE TELEPHONE CORP. NY 16 NECA 1
0079 CHAZY & WESTPORT TELEPHONE CORP. NY 16 NECA 1
0081 CITIZENS TELEPHONE CO. OF HAMMOND, NY, NY 16 NECA 1
0085 CROWN POINT TELEPHONE CORP. NY 16 NECA 1
0088 DELHI TELEPHONE CO. NY 16 NECA 1
0089 DEPOSIT TELEPHONE CO., INC. NY 16 NECA 1
0089 DEPOSIT TELEPHONE CO., INC. PA 16 NECA 1
0092 EDWARDS TELEPHONE CO., INC. NY 16 NECA 1
0093 EMPIRE TELEPHONE CORP. NY 16 NECA 1
0095 FISHERS ISLAND TELEPHONE COOPERATIVE NY 16 NECA 1
0097 GERMANTOWN TELEPHONE CO., INC. NY 16 NECA 1
0099 HANCOCK TELEPHONE CO. NY 16 NECA 1
0099 HANCOCK TELEPHONE CO. PA 16 NECA 1
0104 MARGARETVILLE TELEPHONE CO., INC. NY 16 NECA 1
0105 MIDDLEBURGH TELEPHONE CO. NY 16 NECA 1
0107 NEWPORT TELEPHONE CO., INC. NY 16 NECA 1
0108 NICHOLVILLE TELEPHONE CO., INC. NY 16 NECA 1
0111 ONEIDA COUNTY RURAL TELEPHONE CO. NY 16 NECA 1
0112 ONTARIO TELEPHONE CO., INC. NY 16 NECA 1
0114 ORISKANY FALLS TELEPHONE CORP. NY 16 NECA 1
0116 PATTERSONVILLE TELEPHONE CO. NY 16 NECA 1
0118 PORT BYRON TELEPHONE CO. NY 16 NECA 1
0125 STATE TELEPHONE CO. NY 16 NECA 1
0129 TOWNSHIP TELEPHONE CO., INC. NY 16 NECA 1
0131 TRUMANSBURG HOME TELEPHONE CO. NY 16 NECA 1
0133 VERNON TELEPHONE CO., INC. NY 16 NECA 1
0145 BENTLEYVILLE TELEPHONE CO. PA 16 NECA 1
0161 COMMONWEALTH TELEPHONE CO. PA 16 NECA 1
0165 DENVER & EPHRATA TELEPHONE & TELEGRA PA 16 NECA 1
0171 HICKORY TELEPHONE CO. PA 16 NECA 1
0177 LACKAWAXEN TELEPHONE CO. PA 16 NECA 1
0179 LAUREL HIGHLAND TELEPHONE CO. PA 16 NECA 1
0183 MAHANOY & MAHANTONGO TELEPHONE CO. PA 16 NECA 1
0185 MARIANNA - SCENERY HILL TELEPHONE CO. PA 16 NECA 1
0189 ARMSTRONG TELEPHONE CO. OF PENNSYLVANIA PA 16 NECA 1
0191 NORTH EASTERN PENNSYLVANIA TELEPHONE PA 16 NECA 1
0192 NORTH PENN TELEPHONE CO. PA 16 NECA 1
0193 NORTH PITTSBURG TELEPHONE CO. PA 16 NECA 1
0195 ARMSTRONG TELEPHONE CO. - NORTH PA 16 NECA 1
0197 PENNSYLVANIA TELEPHONE CO. PA 16 NECA 1
Page 3
<PAGE>
0200 PYMATUNING INDEPENDENT TELEPHONE CO. PA 16 NECA 1
0206 SUGAR VALLEY TELEPHONE CO. PA 16 NECA 1
0210 VENUS TELEPHONE CORP PA 16 NECA 1
0215 YUKON - WALTZ TELEPHONE CO. PA 16 NECA 1
0216 ARMSTRONG TELEPHONE CO. OF MARYLAND MD 16 NECA 1
0217 AMELIA TELEPHONE CORP. VA 16 NECA 1
0219 BUGGS ISLAND TELEPHONE COOPERATIVE VA 16 NECA 1
0220 BURKE'S GARDEN TELEPHONE CO., INC. VA 16 NECA 1
0225 CITIZENS TELEPHONE COOPERATIVE VA 16 NECA 1
0236 NORTH RIVER TELEPHONE COOPERATIVE VA 16 NECA 1
0237 HIGHLAND TELEPHONE COOPERATIVE VA 16 NECA 1
0238 MOUNTAIN GROVE - WILLIAMSVILLE TELEPHONE VA 16 NECA 1
0239 NEW HOPE TELEPHONE CO. VA 16 NECA 1
0243 PEMBROKE TELEPHONE COOPERATIVE VA 16 NECA 1
0244 PEOPLES MUTUAL TELEPHONE CO. VA 16 NECA 1
0248 SCOTT COUNTY TELEPHONE COOPERATIVE, TN 16 NECA 1
0248 SCOTT COUNTY TELEPHONE COOPERATIVE, VA 16 NECA 1
0249 ROANOKE & BOTETOURT TELEPHONE CO. VA 16 NECA 1
0250 SHENANDOAH TELEPHONE CO. VA 16 NECA 1
0253 VIRGINIA TELEPHONE CO. VA 16 NECA 1
0277 WEST SIDE TELEPHONE CO. PA 16 NECA 1
0280 ARDMORE TELEPHONE CO., INC. AL 16 NECA 1
0280 ARDMORE TELEPHONE CO., INC. TN 16 NECA 1
0282 BLOUNTSVILLE TELEPHONE CO., INC. AL 16 NECA 1
0283 BRINDLEE MOUNTAIN TELEPHONE CO. AL 16 NECA 1
0284 BUTLER TELEPHONE CO., INC. AL 16 NECA 1
0285 CASTLEBERRY TELEPHONE CO., INC. AL 16 NECA 1
0286 NATIONAL TELEPHONE CO. OF ALABAMA AL 16 NECA 1
0290 FARMERS TELEPHONE COOPERATIVE, INC. AL 16 NECA 1
0295 GRACEBA TOTAL COMMUNICATIONS AL 16 NECA 1
0296 GOSHEN TELEPHONE CO. AL 16 NECA 1
0297 GROVE HILL TELEPHONE CORP. AL 16 NECA 1
0298 GULF TELEPHONE CO. AL 16 NECA 1
0299 HAYNEVILLE TELEPHONE CO., INC. AL 16 NECA 1
0300 HOPPER TELECOMMUNICATIONS, INC. AL 16 NECA 1
0301 FRONTIER COMMUNICATIONS OF LAMAR COR AL 16 NECA 1
0304 MILLRY TELEPHONE CO. AL 16 NECA 1
0305 MON - CRE TELEPHONE COOPERATIVE, INC. AL 16 NECA 1
0307 MOUNDVILLE TELEPHONE CO. AL 16 NECA 1
0308 NEW HOPE TELEPHONE COOPERATIVE AL 16 NECA 1
0311 OAKMAN TELEPHONE CO., INC. AL 16 NECA 1
0312 ONEONTA TELEPHONE CO., INC. AL 16 NECA 1
0314 PEOPLES TELEPHONE CO., INC. AL 16 NECA 1
0315 PINE BELT TELEPHONE CO., INC. AL 16 NECA 1
0316 RAGLAND TELEPHONE CO., INC. AL 16 NECA 1
0317 ROANOKE TELEPHONE CO., INC. AL 16 NECA 1
0322 UNION SPRINGS TELEPHONE CO., INC. AL 16 NECA 1
0324 VALLEY TELEPHONE CO., INC. AL 16 NECA 1
0331 INDIANTOWN TELEPHONE SYSTEM FL 16 NECA 1
0335 NORTHEAST FLORIDA TELEPHONE CO., INC. FL 16 NECA 1
0338 QUINCY TELEPHONE CO. FL 16 NECA 1
0371 INTERSTATE TELEPHONE CO. AL 16 NECA 1
Page 4
<PAGE>
0421 WEST KENTUCKY RURAL TELEPHONE COOP. TN 16 NECA 1
0423 CENTURY TELEPHONE OF CENTRAL LOUISIANA LA 16 NECA 1
0424 CENTURY TELEPHONE OF SOUTHEAST LOUISIANA LA 16 NECA 1
0425 CAMERON TELEPHONE CO. LA 16 NECA 1
0426 CAMPTI - PLEASANT HILL TELEPHONE CO. LA 16 NECA 1
0427 CENTURY TELEPHONE OF CHATHAM LA 16 NECA 1
0428 DELCAMBRE TELEPHONE CO. LA 16 NECA 1
0430 ELIZABETH TELEPHONE CO. LA 16 NECA 1
0431 CENTURY TELEPHONE OF NORTHWEST LOUISIANA LA 16 NECA 1
0432 KAPLAN TELEPHONE CO. LA 16 NECA 1
0434 CENTURY TELEPHONE OF EVANGALINE, INC. LA 16 NECA 1
0435 NORTHEAST LOUISIANA TELEPHONE CO., INC. LA 16 NECA 1
0436 CENTURY TELEPHONE OF NORTH LOUISIANA LA 16 NECA 1
0438 RESERVE TELEPHONE CO., INC. LA 16 NECA 1
0439 CENTURY TELEPHONE OF RINGGOLD, INC. LA 16 NECA 1
0440 CENTURY TELEPHONE OF EAST LOUISIANA LA 16 NECA 1
0441 STAR TELEPHONE CO., INC. LA 16 NECA 1
0442 CENTURY TELEPHONE OF SOUTHWEST LOUISIANA LA 16 NECA 1
0452 DELTA TELEPHONE CO., INC. LA 16 NECA 1
0469 BARNARDSVILLE TELEPHONE CO. NC 16 NECA 1
0473 CITIZENS TELEPHONE CO. NC 16 NECA 1
0478 ELLERBE TELEPHONE CO., INC. NC 16 NECA 1
0485 MEBTEL, INC. NC 16 NECA 1
0491 NORTH STATE TELEPHONE CO. NC 16 NECA 1
0494 PINEVILLE TELEPHONE CO. NC 16 NECA 1
0495 RANDOLPH TELEPHONE CO. NC 16 NECA 1
0496 RANDOLPH TELEPHONE MEMBERSHIP CORP. NC 16 NECA 1
0497 PIEDMONT TELEPHONE MEMBERSHIP CORP. NC 16 NECA 1
0498 SALUDA MOUNTAIN TELEPHONE CO. NC 16 NECA 1
0500 SERVICE TELEPHONE CO. NC 16 NECA 1
0501 SKYLINE TELEPHONE MEMBERSHIP CORP. NC 16 NECA 1
0501 SKYLINE TELEPHONE MEMBERSHIP CORP. TN 16 NECA 1
0503 SURRY TELEPHONE MEMBERSHIP CORP. NC 16 NECA 1
0505 TRI - COUNTY TELEPHONE MEMBERSHIP CORP. NC 16 NECA 1
0510 WILKES TELEPHONE MEMBERSHIP CORP. NC 16 NECA 1
0511 YADKIN VALLEY TELEPHONE MEMBERSHIP CORP. NC 16 NECA 1
0512 BLUFFTON TELEPHONE CO., INC. SC 16 NECA 1
0515 CHESNEE TELEPHONE CO. SC 16 NECA 1
0516 CHESTER TELEPHONE CO. SC 16 NECA 1
0524 HEATH SPRINGS TELEPHONE CO. SC 16 NECA 1
0532 LOCKHART TELEPHONE CO., INC. SC 16 NECA 1
0533 MCCLELLANVILLE TELEPHONE CO., INC. SC 16 NECA I
0535 NORWAY TELEPHONE COMPANY WI 16 NECA 1
0536 PALMETTO RURAL TELEPHONE COOPERATIVE SC 16 NECA 1
0538 PIEDMONT RURAL TELEPHONE COOPERATIVE SC 16 NECA 1
0539 POND BRANCH TELEPHONE CO., INC. SC 16 NECA 1
0541 RIDGEWAY TELEPHONE CO., INC. SC 16 NECA 1
0544 ST. STEPHEN TELEPHONE CO. SC 16 NECA 1
0546 SANDHILL TELEPHONE COOPERATIVE, INC. SC 16 NECA 1
0550 WEST CAROLINA RURAL TELEPHONE COOPERATIVE SC 16 NECA 1
0551 WILLISTON TELEPHONE CO. SC 16 NECA 1
0552 CENTURY TELEPHONE OF ADAMSVILLE TN 16 NECA 1
</TABLE>
Page 5
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
0553 BEN LOMAND RURAL TELEPHONE COOPERAT TN 16 NECA 1
0554 BLEDSOE TELEPHONE COOPERATIVE TN 16 NECA 1
0557 CENTURY TELEPHONE OF CLAIBORNE TN 16 NECA 1
0559 CONCORD TELEPHONE EXCHANGE, INC. TN 16 NECA 1
0561 CROCKETT TELEPHONE CO., INC. TN 16 NECA 1
0565 HIGHLAND TELEPHONE COOPERATIVE, INC. TN 16 NECA 1
0566 HUMPHREYS COUNTY TELEPHONE CO. TN 16 NECA 1
0570 LORETTO TELEPHONE CO., INC. TN 16 NECA 1
0573 NORTH CENTRAL TELEPHONE COOPERATIVE TN 16 NECA 1
0574 CENTURY TELEPHONE OF OOLTEWAH - COLL TN 16 NECA 1
0575 TENNESSEE TELEPHONE CO. TN 16 NECA 1
0576 PEOPLES TELEPHONE CO., INC. TN 16 NECA 1
0578 TELLICO TELEPHONE CO., INC. TN 16 NECA 1
0579 TWIN LAKES TELEPHONE COOPERATIVE COR TN 16 NECA 1
0581 UNITED TEL CO INC. TN 16 NECA I
0583 WEST TENNESSEE TELEPHONE CO., INC. TN 16 NECA 1
0584 YORKVILLE TELEPHONE COOPERATIVE TN 16 NECA 1
0585 ARCADIA TELEPHONE CO. OH 16 NECA 1
0586 ARTHUR MUTUAL TELEPHONE CO. OH 16 NECA 1
0588 AYERSVILLE TELEPHONE CO. OH 16 NECA 1
0589 BASCOM MUTUAL TELEPHONE CO. OH 16 NECA 1
0590 BENTON RIDGE TELEPHONE CO. OH 16 NECA 1
0591 BUCKLAND TELEPHONE CO. OH 16 NECA 1
0594 CHAMPAIGN TELEPHONE CO. OH 16 NECA 1
0604 COLUMBUS GROVE TELEPHONE CO. OH 16 NECA 1
0606 CONNEAUT TELEPHONE CO. OH 16 NECA 1
0607 CONTINENTAL OF OHIO OH 16 NECA 1
0612 FARMERS MUTUAL TELEPHONE CO. OH 16 NECA 1
0613 LITTLE MIAMI COMMUNICATIONS CORP. OH 16 NECA 1
0614 FORT JENNINGS TELEPHONE CO. OH 16 NECA I
0618 GERMANTOWN INDEPENDENT TELEPHONE C OH 16 NECA 1
0619 GLANDORF TELEPHONE CO., INC. OH 16 NECA 1
0625 KALIDA TELEPHONE CO., INC. OH 16 NECA I
0630 CENTURY TELEPHONE OF OHIO OH 16 NECA 1
0633 MIDDLE POINT HOME TELEPHONE CO. OH 16 NECA 1
0634 MINFORD TELEPHONE CO. OH 16 NECA 1
0639 NEW KNOXVILLE TELEPHONE CO. OH 16 NECA 1
0644 NOVA TELEPHONE CO. OH 16 NECA 1
0645 OAKWOOD TELEPHONE CO. OH 16 NECA 1
0649 ORWELL TELEPHONE CO. OH 16 NECA 1
0650 OTTOVILLE MUTUAL TELEPHONE CO. OH 16 NECA 1
0651 PATTERSONVILLE TELEPHONE CO. OH 16 NECA 1
0654 RIDGEVILLE TELEPHONE CO. OH 16 NECA 1
0656 SHERWOOD MUTUAL TELEPHONE ASSOCIATI OH 16 NECA 1
0658 SYCAMORE TELEPHONE CO. OH 16 NECA 1
0659 TELEPHONE SERVICE CO. OH 16 NECA 1
0662 VANLUE TELEPHONE CO. OH 16 NECA 1
0663 VAUGHNSVILLE TELEPHONE CO., INC. OH 16 NECA 1
0664 WABASH MUTUAL TELEPHONE CO. IN 16 NECA 1
0664 WABASH MUTUAL TELEPHONE CO. OH 16 NECA 1
0665 ALLTEL OHIO, INC. - WESTERN OHIO OH 16 NECA 1
0744 CAMDEN TELEPHONE CO., INC. IN 16 NECA 1
</TABLE>
Page 6
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
0747 CENTURY TELEPHONE OF CENTRAL INDIANA, IN 16 NECA 1
0750 FRONTIER COMMUNICATIONS OF INDIANA, IN IN 16 NECA 1
0751 CITIZENS TELEPHONE CORP. IN 16 NECA 1
0753 CLAY COUNTY RURAL TELEPHONE COOPERA IN 16 NECA 1
0756 CRAIGVILLE TELEPHONE CO., INC. IN 16 NECA 1
0759 DAVIESS - MARTIN COUNTY RURAL TELEPHO IN 16 NECA 1
0771 GEETINGSVILLE TELEPHONE CO., INC. IN 16 NECA 1
0775 HANCOCK RURAL TELEPHONE CORP. IN 16 NECA 1
0776 COMMUNICATIONS CORP. OF INDIANA IN 16 NECA 1
0777 HOME TELEPHONE CO. OF PITTSBORO IN 16 NECA 1
0778 HOME TELEPHONE CO., INC. IN 16 NECA 1
0783 LIGONIER TELEPHONE CO., INC. IN 16 NECA 1
0790 MONON TELEPHONE CO., INC. IN 16 NECA 1
0792 MULBERRY COOPERATIVE TELEPHONE CO., IN 16 NECA 1
0796 NEW LISBON TELEPHONE CO., INC. IN 16 NECA 1
0797 NEW PARIS TELEPHONE, INC. IN 16 NECA 1
0800 NORTHWESTERN INDIANA TELEPHONE CO., IN 16 NECA 1
0801 CENTURY TELEPHONE OF ODEN, INC. IN 16 NECA 1
0807 PERRY - SPENCER RURAL TELEPHONE COOP IN 16 NECA 1
0809 COMMUNICATIONS CORP. OF SOUTHERN IND IN 16 NECA 1
0813 PULASKI - WHITE RURAL TELEPHONE COOP., IN 16 NECA 1
0816 S&W TELEPHONE CO., INC. IN 16 NECA 1
0818 SMITHVILLE TELEPHONE CO., INC. IN 16 NECA 1
0819 SOUTHEASTERN INDIANA RURAL TELEPHONE IN 16 NECA 1
0825 SUNMAN TELEPHONE CO., INC. IN 16 NECA 1
0826 SWAYZEE TELEPHONE CO., INC. IN 16 NECA 1
0827 SWEETSER RURAL TELEPHONE CO., INC. IN 16 NECA 1
0829 TIPTON TELEPHONE CO., INC. IN 16 NECA 1
0830 TRI - COUNTY TELEPHONE CO., INC. IN 16 NECA 1
0834 WASHINGTON COUNTY RURAL TELEPHONE C IN 16 NECA 1
0837 WEST POINT TELEPHONE CO., INC. IN 16 NECA 1
0839 YEOMAN TELEPHONE CO., INC. IN 16 NECA 1
0842 AMERY TELEPHONE CO. WI 16 NECA 1
0843 AMHERST TELEPHONE CO. WI 16 NECA 1
0844 BADGER TELECOM, INC. WI 16 NECA 1
0846 BALDWIN TELECOM, INC. WI 16 NECA 1
0847 BELMONT TELEPHONE CO. WI 16 NECA I
0848 BERGEN TELEPHONE CO. - WISCONSIN WI 16 NECA 1
0849 BLACK EARTH TELEPHONE CO. WI 16 NECA 1
0850 BLOOMER TELEPHONE CO. WI 16 NECA 1
0851 BONDUEL TELEPHONE CO. WI 16 NECA 1
0855 BRUCE TELEPHONE CO., INC. WI 16 NECA 1
0856 BURLINGTON, BRIGHTON & WHEATLAND TEL. WI 16 NECA 1
0859 CENTRAL STATE TELEPHONE CO. WI 16 NECA 1
0860 CHEQUAMEGON TELEPHONE COOPERATIVE, WI 16 NECA 1
0861 CHIBARDUN TELEPHONE COOPERATIVE, INC. WI 16 NECA 1
0863 CITIZENS TELEPHONE COOPERATIVE, INC. WI 16 NECA 1
0865 CLEAR LAKE TELEPHONE CO., INC. WI 16 NECA 1
0866 COCHRANE COOPERATIVE TELEPHONE CO. WI 16 NECA 1
0868 COON VALLEY FARMERS TELEPHONE CO. WI 16 NECA 1
0870 CRANDON TELEPHONE CO. WI 16 NECA 1
0872 CUBA CITY TELEPHONE EXCHANGE CO., INC. WI 16 NECA I
</TABLE>
Page 7
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
0875 DICKEYVILLE TELEPHONE CORP. WI 16 NECA 1
0877 FAIRWATER - BRANDON - ALTO TELEPHONE WI 16 NECA 1
0879 FARMERS INDEPENDENT TELEPHONE CO. WI 16 NECA 1
0880 FARMERS TELEPHONE CO. WI 16 NECA 1
0881 MID - PLAINS TELEPHONE, INC. WI 16 NECA 1
0884 CENTURY TELEPHONE OF FORESTVILLE, INC. WI 16 NECA 1
0889 HAGER TELECOM,INC. WI 16 NECA I
0891 HEADWATERS TELEPHONE CO. WI 16 NECA 1
0892 HILLSBORO TELEPHONE CO., INC. WI 16 NECA I
0895 CENTURY TELEPHONE OF WISCONSIN, INC. WI 16 NECA 1
0896 LAKEFIELD TELEPHONE CO. WI 16 NECA 1
0898 CENTURY TELEPHONE OF LARSEN - READFIE WI 16 NECA 1
0899 LA VALLE TELEPHONE COOPERATIVE WI 16 NECA 1
0900 LEMONWEIR VALLEY TELEPHONE CO. WI 16 NECA 1
0902 LUCK TELEPHONE CO. WI 16 NECA 1
0905 MANAWA TELEPHONE CO., INC. WI 16 NECA 1
0908 MARQUETTE - ADAMS TELEPHONE COOPERA WI 16 NECA 1
0909 MIDWAY TELEPHONE CO. WI 16 NECA I
0910 MILLTOWN MUTUAL TELEPHONE CO. WI 16 NECA 1
0913 CENTURY TELEPHONE OF MONROE COUNTY WI 16 NECA 1
0914 EAST COAST TELECOM, INC. WI 16 NECA I
0915 MOSINEE TELEPHONE CO. WI 16 NECA 1
0917 MT. VERNON TELEPHONE CO. WI 16 NECA I
0918 NELSON TELEPHONE COOPERATIVE WI 16 NECA 1
0920 NIAGARA TELEPHONE CO. WI 16 NECA 1
0924 KENDALL TELEPHONE, INC. WI 16 NECA 1
0925 BAYLAND TELEPHONE, INC. WI 16 NECA 1
0930 GRANTLAND TELECOM, INC. WI 16 NECA 1
0931 PEOPLES TELEPHONE CO. WI 16 NECA 1
0936 INDIANHEAD TELEPHONE CO. WI 16 NECA 1
0938 NORTHEAST TELEPHONE CO. WI 16 NECA 1
0940 RHINELANDER TELEPHONE COMPANY WI 16 NECA 1
0941 RIB LAKE TELEPHONE CO. WI 16 NECA 1
0942 RICHLAND - GRANT TELEPHONE COOPERATIVE WI 16 NECA 1
0943 RIVERSIDE TELCOM, INC. WI 16 NECA 1
0944 FRONTIER COMMUNICATIONS OF ST. CROIX. WI 16 NECA 1
0945 SCANDINAVIA TELEPHONE CO. WI 16 NECA 1
0946 SHARON TELEPHONE CO. - WISCONSIN WI 16 NECA 1
0949 SIREN TELEPHONE CO., INC. WI 16 NECA 1
0950 CENTURY TELEPHONE CO. OF NORTHWEST WI 16 NECA 1
0951 SOMERSET TELEPHONE CO., INC. WI 16 NECA 1
0953 SPRING VALLEY TELEPHONE CO., INC. WI 16 NECA 1
0954 STOCKBRIDGE & SHERWOOD TELEPHONE CO. WI 16 NECA 1
0955 STATE LONG DISTANCE TELEPHONE CO. WI 16 NECA 1
0956 CENTURY TELEPHONE CO. OF NORTHERN WI WI 16 NECA 1
0958 TENNEY TELEPHONE CO. WI 16 NECA 1
0960 TRI - COUNTY TELEPHONE COOPERATIVE, IN WI 16 NECA 1
0962 UNION TELEPHONE CO. WI 16 NECA 1
0966 VERNON TELEPHONE COOPERATIVE WI 16 NECA 1
0967 FRONTIER COMMUNICATIONS OF VIROQUA, WI 16 NECA 1
0968 WAUNAKEE TELEPHONE CO WI 16 NECA 1
0970 WAYSIDE TELEPHONE CO. WI 16 NECA 1
</TABLE>
Page 8
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
0971 WEST WISCONSIN TELCOM COOPERATIVE IN WI 16 NECA 1
0973 WITTENBERG TELEPHONE CO. WI 16 NECA 1
0976 ADAMS TELEPHONE COOPERATIVE IL 16 NECA 1
0983 CAMBRIDGE TELEPHONE CO. IL 16 NECA 1
0984 CASS COUNTY TELEPHONE CO. IL 16 NECA 1
0990 CLARKSVILLE MUTUAL TELEPHONE CO. IL 16 NECA 1
0993 CROSSVILLE TELEPHONE CO. IL 16 NECA 1
0998 FRONTIER COMMUNICATIONS OF DEPUE, INC IL 16 NECA 1
1016 GENESEO TELEPHONE CO. IL 16 NECA I
1017 GLASFORD TELEPHONE CO. IL 16 NECA 1
1021 GRANDVIEW MUTUAL TELEPHONE CO. IL 16 NECA 1
1024 HAMILTON COUNTY TELEPHONE COOPERATI IL 16 NECA 1
1029 HENRY COUNTY TELEPHONE CO. IL 16 NECA 1
1041 KINSMAN MUTUAL TELEPHONE CO. IL 16 NECA 1
1046 LEONORE MUTUAL TELEPHONE CO. IL 16 NECA 1
1047 MCDONOUGH TELEPHONE COOPERATIVE IL 16 NECA 1
1049 MADISON TELEPHONE CO. IL 16 NECA 1
1050 MARSEILLES TELEPHONE CO. OF MARSEILLE IL 16 NECA 1
1053 METAMORA TELEPHONE CO. IL 16 NECA 1
1054 MID - CENTURY TELEPHONE COOPERATIVE IL 16 NECA 1
1057 GALLATIN RIVER COMMUNICATIONS NC 16 NECA 1
1062 NEW WINDSOR TELEPHONE CO. IL 16 NECA I
1075 REYNOLDS TELEPHONE CO., INC. IL 16 NECA 1
1086 TONICA TELEPHONE CO. IL 16 NECA 1
1087 VIOLA HOME TELEPHONE CO. IL 16 NECA I
1092 STELLE TELEPHONE CO. IL 16 NECA 1
1516 ARAPAHOE TELEPHONE CO. NE 16 NECA I
1517 ARLINGTON TELEPHONE CO. NE 16 NECA I
1524 BLAIR TELEPHONE CO. NE 16 NECA 1
1525 THREE RIVER TELEPHONE COMPANY NE 16 NECA 1
1526 CAMBRIDGE TELEPHONE CO. NE 16 NECA I
1527 NEBCOM, INC. NE 16 NECA I
1530 CONSOLIDATED TELEPHONE CO., INC. NE 16 NECA 1
1531 CLARKS TELEPHONE CO. NE 16 NECA I
1532 CONSOLIDATED TELEPHONE CO., INC. NE 16 NECA 1
1534 COZAD TELEPHONE CO. NE 16 NECA 1
1536 CURTIS TELEPHONE CO. NE 16 NECA I
1537 DALTON TELEPHONE CO. NE 16 NECA 1
1540 DILLER TELEPHONE CO. NE 16 NECA I
1542 EASTERN NEBRASKA TELEPHONE CO. NE 16 NECA 1
1544 ELSIE MUTUAL TELEPHONE CO. NE 16 NECA I
1545 EUSTIS TELEPHONE EXCHANGE, INC. NE 16 NECA 1
1553 GLENWOOD TELEPHONE MEMBERSHIP CORP NE 16 NECA 1
1555 HAMILTON TELEPHONE CO. NE 16 NECA 1
1556 HARTINGTON TELECOMMUNICATIONS, INC. NE 16 NECA 1
1557 HARTMAN TELEPHONE EXCHANGE, INC. NE 16 NECA 1
1558 HEMINGFORD COOPERATIVE TELEPHONE CO NE 16 NECA 1
1559 HENDERSON COOPERATIVE TELEPHONE CO. NE 16 NECA 1
1561 HERSHEY COOPERATIVE TELEPHONE CO. NE 16 NECA 1
1562 HOME TELEPHONE CO. OF NEBRASKA NE 16 NECA 1
1563 HOOPER TELEPHONE CO. NE 16 NECA 1
1565 K & M TELEPHONE CO. NE 16 NECA I
</TABLE>
Page 9
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1567 KEYSTONE - ARTHUR TELEPHONE CO. NE 16 NECA 1
1574 NEBRASKA CENTRAL TELEPHONE CO. NE 16 NECA 1
1576 NORTHEAST NEBRASKA TELEPHONE CO. NE 16 NECA 1
1581 PIERCE TELEPHONE CO. NE 16 NECA 1
1582 PLAINVIEW TELEPHONE CO., INC. NE 16 NECA 1
1586 ROCK COUNTY TELEPHONE CO. NE 16 NECA 1
1590 SODTOWN TELEPHONE CO. NE 16 NECA 1
1591 SOUTHEAST NEBRASKA TELEPHONE CO. NE 16 NECA 1
1592 STANTON TELEPHONE CO., INC. NE 16 NECA 1
1597 WAUNETA TELEPHONE CO. NE 16 NECA I
1659 GOLDEN WEST TELEPHONE COOPERATIVE, NE 16 NECA 1
1686 VIVIAN TELEPHONE CO. NE 16 NECA 1
1727 CENTURY TELEPHONE OF SOUTH ARKANSAS LA 16 NECA 1
1746 BLUEVALLEY TELEPHONE CO., INC. NE 16 NECA 1
1785 J.B.N. TELEPHONE CO., INC. NE 16 NECA I
1826 RURAL TELEPHONE SERVICE CO., INC. NE 16 NECA 1
2196 PEETZ COOPERATIVE TELEPHONE CO. NE 16 NECA 1
2200 FORT MOJAVE TELECOM, INC. NV 16 NECA 1
2220 FILER MUTUAL TELEPHONE CO. NV 16 NECA 1
2233 RURAL TELEPHONE CO. NV 16 NECA 1
2349 CHURCHILL COUNTY TELEPHONE & TELEGRA NV 16 NECA 1
2351 LINCOLN COUNTY TELEPHONE SYSTEM, INC. NV 16 NECA 1
2353 MOAPA VALLEY TELEPHONE CO. NV 16 NECA 1
2356 RIO VIRGIN TELEPHONE CO., INC. NV 16 NECA 1
2454 WOODBURY TELEPHONE CO. CT 16 NECA 1
2455 BENKELMAN TELEPHONE CO., INC. NE 16 NECA 1
3029 NEW CASTLE TELEPHONE CO. VA 16 NECA 1
3304 HUMBOLDT TELEPHONE COMPANY NV 16 NECA 1
3410 RT COMMUNICATIONS NE 16 NECA 1
7002 CTC EXCHANGE SERVICES,INC. NC 16 NECA I
7747 SHARON TELEPHONE COMPANY WI 16 NECA 1
7998 CTC COMMUNICATIONS, INC. WI 16 NECA 1
0332 BRAZOS TELECOMMUNICATIONS, INC. TX 16 NECA 1
0425 CAMERON TELEPHONE CO. TX 16 NECA 1
0431 CENTURY TELEPHONE OF NORTHWEST LOUI TX 16 NECA 1
0480 WEST PLAINS TELECOMMUNICATIONS, INC. TX 16 NECA 1
0950 CENTURY TELEPHONE CO. OF NORTHWEST MN 16 NECA 1
1109 HEARTLAND TELECOMMUNICATIONS COMPA MN 16 NECA 1
1259 NORTHERN IOWA TELEPHONE CO. MN 16 NECA 1
1337 WINNEBAGO COOP. TELEPHONE ASSN. MN 16 NECA 1
1345 ACE TELEPHONE ASSOCIATION - MINNESOTA MN 16 NECA 1
1346 ACE TELEPHONE ASSOCIATION MN 16 NECA I
1347 ALBANY MUTUAL TELEPHONE ASSOCIATION, MN 16 NECA 1
1350 ARVIG TELEPHONE CO. MN 16 NECA 1
1353 CITY OF BARNESVILLE TELEPHONE UTILITY MN 16 NECA 1
1356 BENTON COOPERATIVE TELEPHONE CO. MN 16 NECA 1
1357 BLACKDUCK TELEPHONE CO. MN 16 NECA 1
1358 BLUE EARTH VALLEY TELEPHONE CO. MN 16 NECA 1
1362 BRIDGE WATER TELEPHONE CO. MN 16 NECA 1
1365 CALLAWAY TELEPHONE EXCHANGE MN 16 NECA 1
1370 CLARA CITY TELEPHONE EXCHANGE CO. MN 16 NECA I
1372 CLEMENTS TELEPHONE CO. MN 16 NECA 1
</TABLE>
Page 10
<PAGE>
Lec_Exhibit_Wout_6000
<TABLE>
<S> <C> <C> <C> <C>
1373 CONSOLIDATED TELEPHONE CO. MN 16 NECA 1
1374 ARROWHEAD COMMUNICATIONS CORP. MN 16 NECA 1
1377 DANUBE TELEPHONE CO. MN 16 NECA 1
1380 DELAVAN TELEPHONE CO. MN 16 NECA 1
1381 DUNNELL TELEPHONE CO., INC. MN 16 NECA 1
1383 EAGLE VALLEY TELEPHONE CO. MN 16 NECA 1
1384 EASTON TELEPHONE CO. MN 16 NECA 1
1385 EAST OTTER TAIL TELEPHONE CO. MN 16 NECA 1
1386 ECKLES TELEPHONE CO. MN 16 NECA 1
1387 EMILY COOPERATIVE TELEPHONE CO. MN 16 NECA 1
1389 FARMERS MUTUAL TELEPHONE CO. MN 16 NECA 1
1390 FEDERATED TELEPHONE COOPERATIVE MN 16 NECA 1
1391 FELTON TELEPHONE CO., INC. MN 16 NECA 1
1395 GARDEN VALLEY TELEPHONE CO. MN 16 NECA 1
1396 GARDONVILLE COOPERATIVE TELEPHONE AS MN 16 NECA 1
1399 GRANADA TELEPHONE CO. MN 16 NECA 1
1401 HALSTAD TELEPHONE CO. MN 16 NECA 1
1403 HANCOCK TELEPHONE CO. MN 16 NECA 1
1404 HARMONY TELEPHONE CO. MN 16 NECA 1
1405 HILLS TELEPHONE CO., INC. MN 16 NECA 1
1408 HOME TELEPHONE CO. MN 16 NECA 1
1409 HUTCHINSON TELEPHONE CO. MN 16 NECA 1
1410 JOHNSON TELEPHONE CO. MN 16 NECA 1
1412 KASSON & MANTORVILLE TELEPHONE CO. MN 16 NECA 1
1413 KMP TELEPHONE CO. MN 16 NECA 1
1414 LAKEDALE TELEPHONE CO. MN 16 NECA 1
1419 LISMORE COOPERATIVE TELEPHONE CO. MN 16 NECA 1
1422 LONSDALE TELEPHONE CO., INC. MN 16 NECA 1
1423 LOWRY TELEPHONE CO. MN 16 NECA 1
1424 MABEL COOPERATIVE TELEPHONE CO. - IOW MN 16 NECA 1
1425 MADELIA TELEPHONE CO. MN 16 NECA 1
1426 MANCHESTER - HARTLAND TELEPHONE CO. MN 16 NECA 1
1430 MELROSE TELEPHONE CO. MN 16 NECA 1
1431 MIDWEST TELEPHONE CO. MN 16 NECA 1
1433 MID-STATE TELEPHONE CO. MN 16 NECA 1
1437 MINNESOTA LAKE TELEPHONE CO. MN 16 NECA 1
1439 MINNESOTA VALLEY TELEPHONE CO., INC. MN 16 NECA 1
1440 CANNON VALLEY TELECOM, INC. MN 16 NECA 1
1442 NEW ULM TELECOM, INC. MN 16 NECA 1
1443 LORETEL SYSTEMS,INC. MN 16 NECA 1
1448 OSAKIS TELEPHONE CO. MN 16 NECA 1
1450 PARK REGION MUTUAL TELEPHONE CO. MN 16 NECA 1
1451 PAUL BUNYAN RURAL TELEPHONE COOPERA MN 16 NECA 1
1453 THE PEOPLES TELEPHONE CO., INC. MN 16 NECA 1
1454 PINE ISLAND TELEPHONE CO. MN 16 NECA 1
1472 REDWOOD COUNTY TELEPHONE CO. MN 16 NECA 1
1474 ROTHSAY TELEPHONE CO., INC. MN 16 NECA 1
1475 RUNESTONE TELEPHONE ASSOCIATION MN 16 NECA 1
1476 SACRED HEART TELEPHONE CO. MN 16 NECA 1
1479 SCOTT RICE TELEPHONE CO. MN 16 NECA 1
1482 SHERBURNE COUNTY RURAL TELEPHONE C MN 16 NECA 1
1483 SLEEPY EYE TELEPHONE CO. MN 16 NECA 1
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
1485 SPRING GROVE COOPERATIVE TELEPHONE C MN 16 NECA 1
1487 STARBUCK TELEPHONE CO. MN 16 NECA 1
1491 TWIN VALLEY-ULEN TELEPHONE CO., INC. MN 16 NECA 1
1494 UPSALA COOPERATIVE TELEPHONE ASSOCIA MN 16 NECA 1
1495 VALLEY TELEPHONE CO. MN 16 NECA 1
1499 CROSSLAKE TELEPHONE CO. MN 16 NECA 1
1500 NORTHERN TELEPHONE CO. OF MINNESOTA MN 16 NECA 1
1501 WEST CENTRAL TELEPHONE ASSOCIATION MN 16 NECA 1
1502 WESTERN TELEPHONE CO. MN 16 NECA 1
1505 WIKSTROM TELEPHONE CO., INC. MN 16 NECA 1
1507 WINSTED TELEPHONE CO. MN 16 NECA 1
1508 WINTHROP TELEPHONE CO. MN 16 NECA 1
1510 WOODSTOCK TELEPHONE CO. MN 16 NECA 1
1512 WOLVERTON TELEPHONE CO. MN 16 NECA 1
1515 ZUMBROTA TELEPHONE CO. MN 16 NECA 1
1630 POLAR COMMUNICATIONS MUTUAL AID COR MN 16 NECA 1
1654 INTERSTATE TELECOM. COOP., INC. - MINNES MN 16 NECA 1
1657 SPLIT ROCK TELECOM COOPERATIVE, INC. MN 16 NECA 1
1677 SIOUX VALLEY TELEPHONE CO. MN 16 NECA 1
1724 SOUTHWEST ARKANSAS TELEPHONE COOPE TX 16 NECA 1
1988 DOBSON TELEPHONE CO. TX 16 NECA 1
2016 PANHANDLE TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2038 BLOSSOM TELEPHONE CO. TX 16 NECA 1
2039 BIG BEND TELEPHONE CO., INC. TX 16 NECA 1
2040 BRAZORIA TELEPHONE CO. TX 16 NECA 1
2041 BRAZOS TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2043 NORTH TEXAS TELEPHONE CO. TX 16 NECA 1
2046 CAP ROCK TELEPHONE COOPERATIVE TX 16 NECA 1
2052 CENTRAL TEXAS TELEPHONE COOPERATIVE, TX 16 NECA 1
2057 COLEMAN COUNTY TELEPHONE COOPERATI TX 16 NECA 1
2059 COLORADO VALLEY TELEPHONE COOPERATI TX 16 NECA 1
2060 COMANCHE COUNTY TELEPHONE CO., INC. TX 16 NECA 1
2061 COMMUNITY TELEPHONE CO. TX 16 NECA 1
2065 CUMBY TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2066 DELL TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2068 EASTEX TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2071 FIVE AREA TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2072 FT. BEND TELEPHONE CO. TX 16 NECA 1
2073 BORDER TO BORDER COMMUNICATIONS TX 16 NECA 1
2076 GANADO TELEPHONE CO., INC. TX 16 NECA 1
2083 GUADALUPE VALLEY TELEPHONE COOPERAT TX 16 NECA 1
2086 HILL COUNTRY TELEPHONE COOPERATIVE, I TX 16 NECA 1
2090 ALENCO COMMUNICATIONS, INC. TX 16 NECA 1
2091 KINGSGATE TELEPHONE INC. TX 16 NECA 1
2093 INDUSTRY TELEPHONE CO. TX 16 NECA 1
2097 KERRVILLE TELEPHONE CO. TX 16 NECA 1
2101 CENTURY TELEPHONE OF LAKE DALLAS TX 16 NECA 1
2103 LAWARD TELEPHONE EXCHANGE, INC. TX 16 NECA 1
2105 LIPAN TELEPHONE CO. TX 16 NECA 1
2107 LIVINGSTON TELEPHONE CO. TX 16 NECA 1
2112 MID - PLAINS RURAL TELEPHONE COOPERATI TX 16 NECA 1
2116 MUENSTER TELEPHONE CORP. OF TEXAS TX 16 NECA 1
</TABLE>
Page 12
<PAGE>
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<TABLE>
<S> <C> <C> <C> <C>
2117 CENTURY TELEPHONE OF PORT ARANSAS TX 16 NECA 1
2130 PEOPLES TELEPHONE COOPERATIVE TX 16 NECA 1
2131 POKA - LAMBRO TELEPHONE COOPERATIVE, TX 16 NECA 1
2134 RIVIERA TELEPHONE CO., INC. TX 16 NECA 1
2135 SOUTHWEST TEXAS TELEPHONE CO. TX 16 NECA 1
2140 CENTURY TELEPHONE OF SAN MARCOS TX 16 NECA 1
2143 SOUTH PLAINS TELEPHONE COOPERATIVE, I TX 16 NECA 1
2151 TAYLOR TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2159 VALLEY TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2166 WEST TEXAS RURAL TELEPHONE COOPERAT TX 16 NECA 1
2168 WES - TEX TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2170 XIT RURAL TELEPHONE COOPERATIVE, INC. TX 16 NECA 1
2262 E.N.M.R. TELEPHONE COOPERATIVE TX 16 NECA 1
3305 EAGLENET, INC. TX 16 NECA 1
4300 RED RIVER RURAL TEL. ASSN. -MN MN 16 NECA 1
7715 TAYLOR COMMUNICATIONS GROUP, INC. TX 16 NECA 1
0431 CENTURY TELEPHONE OF NORTHWEST LOU AR 17 NECA 2
1706 CENTURY TELEPHONE OF ARKANSAS, INC. AR 17 NECA 2
1711 CENTURY TELEPHONE OF MOUNTAIN HOME AR 17 NECA 2
1720 CENTURY TELEPHONE CO. OF READFIELD., I AR 17 NECA 2
1727 CENTURY TELEPHONE OF SOUTH ARKANSAS AR 17 NECA 2
0002 BRYANT POND TELEPHONE CO. ME 17 NECA 2
0003 LINCOLNVILLE TELEPHONE CO. ME 17 NECA 2
0004 CHINA TELEPHONE CO. ME 17 NECA 2
0005 COBBOSSEECONTEE TELEPHONE COMPANY ME 17 NECA 2
0007 ISLAND TELEPHONE CO. ME 17 NECA 2
0010 HAMPDEN TELEPHONE CO. ME 17 NECA 2
0011 HARTLAND & ST. ALBANS TELEPHONE CO. ME 17 NECA 2
0015 COMMUNITY SERVICE TELEPHONE CO. ME 17 NECA 2
0019 OXFORD COUNTY TELEPHONE & TELEGRAPH ME 17 NECA 2
0020 PINE TREE TELEPHONE & TELEGRAPH CO. ME 17 NECA 2
0022 SACO RIVER TELEPHONE & TELEGRAPH CO. ME 17 NECA 2
0024 SOMERSET TELEPHONE CO. ME 17 NECA 2
0025 STANDISH TELEPHONE CO. ME 17 NECA 2
0027 UNION RIVER TELEPHONE CO. ME 17 NECA 2
0029 UNITY TELEPHONE CO., INC. ME 17 NECA 2
0031 WARREN TELEPHONE CO. ME 17 NECA 2
0034 WEST PENOBSCOT TELEPHONE & TELEGRAP ME 17 NECA 2
0038 BRETTON WOODS TELEPHONE CO. NH 17 NECA 2
0039 GRANITE STATE TELEPHONE, INC. NH 17 NECA 2
0040 CHICHESTER TELEPHONE CO. NH 17 NECA 2
0042 DIXVILLE TELEPHONE CO. NH 17 NECA 2
0043 DUNBARTON TELEPHONE CO. NH 17 NECA 2
0045 KEARSARGE TELEPHONE CO. NH 17 NECA 2
0046 MERIDEN TELEPHONE CO. NH 17 NECA 2
0047 MERRIMACK COUNTY TELEPHONE CO. NH 17 NECA 2
0049 UNION TELEPHONE CO. NH 17 NECA 2
0053 FRANKLIN TELEPHONE CO. VT 17 NECA 2
0058 LUDLOW TELEPHONE CO. VT 17 NECA 2
0061 NORTHFIELD TELEPHONE CO. VT 17 NECA 2
0062 PERKINSVILLE TELEPHONE CO. VT 17 NECA 2
0064 SHOREHAM TELEPHONE CO., INC. VT 17 NECA 2
</TABLE>
Page 13
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<TABLE>
<S> <C> <C> <C> <C>
0068 TOPSHAM TELEPHONE CO. VT 17 NECA 2
0069 WAITSFIELD - FAYSTON TELEPHONE CO. VT 17 NECA 2
0256 ARMSTRONG TELEPHONE CO. OF WEST VIRG WV 17 NECA 2
0257 SPRUCE KNOB SENECA ROCKS TELEPHONE WV 17 NECA 2
0259 HARDY TELEPHONE CO. WV 17 NECA 2
0267 ARMSTRONG TELEPHONE CO. WV 17 NECA 2
0276 WAR TELEPHONE CO. WV 17 NECA 2
0277 WEST SIDE TELEPHONE CO. WV 17 NECA 2
0338 QUINCY TELEPHONE CO. GA 17 NECA 2
0344 ALMA TELEPHONE CO., INC. GA 17 NECA 2
0346 BLUE RIDGE TELEPHONE CO. GA 17 NECA 2
0347 BRANTLEY TELEPHONE CO., INC. GA 17 NECA 2
0348 BULLOCH COUNTY RURAL TELEPHONE COOP GA 17 NECA 2
0351 CAMDEN TELEPHONE & TELEGRAPH CO., INC. GA 17 NECA 2
0355 CITIZENS TELEPHONE CO., INC. GA 17 NECA 2
0358 DARIEN TELEPHONE CO., INC. GA 17 NECA 2
0360 ELLIJAY TELEPHONE CO. GA 17 NECA 2
0364 GEORGIA TELEPHONE CORP. GA 17 NECA 2
0365 GLENWOOD TELEPHONE CO. GA 17 NECA 2
0368 HART TELEPHONE CO. GA 17 NECA 2
0369 HAWKINSVILLE TELEPHONE COMPANY GA 17 NECA 2
0371 INTERSTATE TELEPHONE CO. GA 17 NECA 2
0375 NELSON - BALL GROUND TELEPHONE CO. GA 17 NECA 2
0376 PEMBROKE TELEPHONE CO., INC. GA 17 NECA 2
0378 PLANTERS RURAL TELEPHONE COOPERATIV GA 17 NECA 2
0379 PLANT TELEPHONE CO. GA 17 NECA 2
0380 PROGRESSIVE RURAL TELEPHONE COOPERP GA 17 NECA 2
0381 PUBLIC SERVICE TELEPHONE CO. GA 17 NECA 2
0382 RINGGOLD TELEPHONE CO. GA 17 NECA 2
0386 STANDARD TELEPHONE CO. GA 17 NECA 2
0387 FRONTIER COMMUNICATIONS OF GEORGIA, GA 17 NECA 2
0389 TRENTON TELEPHONE CO. GA 17 NECA 2
0392 WAVERLY HALL TELEPHONE CO., INC. GA 17 NECA 2
0394 WILKES TELEPHONE & ELECTRIC CO., INC. GA 17 NECA 2
0395 ACCUCOMM TELECOMMUNICATIONS, INC. GA 17 NECA 2
0447 BRUCE TELEPHONE CO., INC. MS 17 NECA 2
0448 CALHOUN CITY TELEPHONE CO., INC. MS 17 NECA 2
0449 MYRTLE TELEPHONE CO., INC. MS 17 NECA 2
0451 DECATUR TELEPHONE CO., INC. MS 17 NECA 2
0452 DELTA TELEPHONE CO., INC. MS 17 NECA 2
0454 FRANKLIN TELEPHONE CO., INC. MS 17 NECA 2
0455 FULTON TELEPHONE CO., INC. MS 17 NECA 2
0456 GEORGETOWN TELEPHONE CO. MS 17 NECA 2
0457 LAKESIDE TELEPHONE CO., INC. MS 17 NECA 2
0458 CENTURY TELEPHONE OF NORTH MISSISSIP MS 17 NECA 2
0460 FRONTIER COMMUNICATIONS OF MISSISSIPP MS 17 NECA 2
0461 NOXAPATER TELEPHONE CO., INC. MS 17 NECA 2
0462 MOUND BAYOU TELEPHONE AND COMMUNIC MS 17 NECA 2
0463 BPS TELEPHONE CO. MO 17 NECA 2
0466 SLEDGE TELEPHONE CO., INC. MS 17 NECA 2
0467 SMITHVILLE TELEPHONE CO., INC. MS 17 NECA 2
0472 CASS COUNTY TELEPHONE CO. MO 17 NECA 2
</TABLE>
Page 14
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<TABLE>
<S> <C> <C> <C> <C>
0552 CENTURY TELEPHONE OF ADAMSVILLE MS 17 NECA 2
0669 ALLENDALE TELEPHONE CO. MI 17 NECA 2
0671 CENTURY TELEPHONE - MIDWEST, INC. MI 17 NECA 2
0672 COMMUNICATIONS CORP. OF MICHIGAN MI 17 NECA 2
0676 BARRY COUNTY TELEPHONE CO. MI 17 NECA 2
0677 ISLAND TELEPHONE CO. MI 17 NECA 2
0678 BLANCHARD TELEPHONE ASSOCIATION, INC. MI 17 NECA 2
0679 BLOOMINGDALE TELEPHONE CO. MI 17 NECA 2
0680 CHIPPEWA COUNTY TELEPHONE CO. MI 17 NECA 2
0683 CARR TELEPHONE CO. MI 17 NECA 2
0685 CHATHAM TELEPHONE CO. MI 17 NECA 2
0688 CLIMAX TELEPHONE CO. MI 17 NECA 2
0689 PTI COMMUNICATIONS OF MICHIGAN, INC. MI 17 NECA 2
0691 DEERFIELD FARMERS TELEPHONE CO. MI 17 NECA 2
0692 DRENTHE TELEPHONE CO. MI 17 NECA 2
0694 FARMERS MUTUAL OF CHAPIN DBA CHAPIN T MI 17 NECA 2
0702 CENTURY TELEPHONE OF MICHIGAN, INC. MI 17 NECA 2
0703 KALEVA TELEPHONE CO. MI 17 NECA 2
0704 ACE TELEPHONE CO. OF MICHIGAN, INC. MI 17 NECA 2
0705 CENTURY TELEPHONE CO. OF NORTHERN M MI 17 NECA 2
0708 LENNON TELEPHONE CO. MI 17 NECA 2
0711 MIDWAY TELEPHONE CO. MI 17 NECA 2
0713 HIAWATHA TELEPHONE CO. MI 17 NECA 2
0714 OGDEN TELEPHONE CO. MI 17 NECA 2
0717 ONTONAGON COUNTY TELEPHONE CO. MI 17 NECA 2
0720 PENINSULA TELEPHONE CO. MI 17 NECA 2
0721 PIGEON TELEPHONE CO. MI 17 NECA 2
0725 SAND CREEK TELEPHONE CO. MI 17 NECA 2
0726 SHIAWASSEE TELEPHONE CO. MI 17 NECA 2
0728 SPRINGPORT TELEPHONE CO. MI 17 NECA 2
0732 UPPER PENINSULA TELEPHONE CO. MI 17 NECA 2
0734 WALDRON TELEPHONE CO. MI 17 NECA 2
0735 WESTPHALIA TELEPHONE CO. MI 17 NECA 2
0737 WINN TELEPHONE CO. MI 17 NECA 2
0738 WOLVERINE TELEPHONE CO. MI 17 NECA 2
1094 SOUTH CENTRAL COMMUNICATIONS, INC. IA 17 NECA 2
1096 AMANA COLONIES TELEPHONE CO. IA 17 NECA 2
1097 ANDREW TELEPHONE CO., INC. IA 17 NECA 2
1098 ARCADIA TELEPHONE COOPERATIVE IA 17 NECA 2
1099 UNIVERSAL COMMUNICATIONS OF ALLISON, IA 17 NECA 2
1101 ATKINS TELEPHONE CO., INC. IA 17 NECA 2
1106 ALPINE COMMUNICATIONS, L.C. IA 17 NECA 2
1107 BALDWIN NASHVILLE TELEPHONE CO., INC. IA 17 NECA 2
1108 BARNES CITY COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1109 HEARTLAND TELECOMMUNICATIONS COMPA IA 17 NECA 2
1110 BERNARD TELEPHONE CO., INC. IA 17 NECA 2
1112 BREDA TELEPHONE CORP. IA 17 NECA 2
1113 BROOKLYN MUTUAL TELEPHONE CO. IA 17 NECA 2
1114 BURT TELEPHONE CO. IA 17 NECA 2
1115 BUTLER - BREMER MUTUAL TELEPHONE CO. IA 17 NECA 2
1118 CASCADE TELEPHONE CO. IA 17 NECA 2
1119 CASEY MUTUAL TELEPHONE CO. IA 17 NECA 2
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1120 CLARKSVILLE TELEPHONE COMPANY IA 17 NECA 2
1121 CENTER JUNCTION TELEPHONE CO. IA 17 NECA 2
1125 CENTRAL SCOTT TELEPHONE IA 17 NECA 2
1126 CHESTER TELEPHONE CO. IA 17 NECA 2
1129 CITIZENS MUTUAL TELEPHONE CO. IA 17 NECA 2
1130 CLARENCE TELEPHONE CO., INC. IA 17 NECA 2
1132 CLEAR LAKE INDEPENDENT TELEPHONE CO. IA 17 NECA 2
1133 C-M-L TELEPHONE COOP. ASSN. OF MERIDEN IA 17 NECA 2
1134 COLO TELEPHONE CO. IA 17 NECA 2
1136 COON CREEK TELEPHONE CO. IA 17 NECA 2
1137 COON VALLEY COOPERATIVE TELEPHONE AS IA 17 NECA 2
1139 COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1141 CORN BELT TELEPHONE CO. IA 17 NECA 2
1146 CUMBERLAND TELEPHONE CO. IA 17 NECA 2
1147 DANVILLE MUTUAL TELEPHONE CO. IA 17 NECA 2
1148 DEEP RIVER MUTUAL TELEPHONE CO. IA 17 NECA 2
1149 DEFIANCE TELEPHONE CO. IA 17 NECA 2
1150 DIXON TELEPHONE CO. IA 17 NECA 2
1152 DUMONT TELEPHONE CO. IA 17 NECA 2
1153 DUNKERTON TELEPHONE COOPERATIVE IA 17 NECA 2
1156 EAST BUCHANAN TELEPHONE COOPERATIVE IA 17 NECA 2
1157 ELLSWORTH COOPERATIVE TELEPHONE ASS IA 17 NECA 2
1160 FARMERS & BUSINESSMEN'S TELEPHONE CO IA 17 NECA 2
1162 FARMERS COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1166 FARMERS & MERCHANTS MUTUAL TELEPHON IA 17 NECA 2
1168 FARMERS MUTUAL COOPERATIVE TELEPHON IA 17 NECA 2
1169 FARMERS MUTUAL COOPERATIVE TELEPHON IA 17 NECA ?
1171 FARMERS MUTUAL TELEPHONE CO. IA 17 NECA 2
1172 FARMERS MUTUAL TELEPHONE CO. - NORAS IA 17 NECA 2
1173 FARMERS MUTUAL TELEPHONE CO. IA 17 NECA 2
1174 FARMERS MUTUAL TELEPHONE CO. OF STAN IA 17 NECA 2
1175 FARMERS TELEPHONE CO. IA 17 NECA 2
1176 FARMERS TELEPHONE CO. IA 17 NECA 2
1177 FARMERS TELEPHONE CO. IA 17 NECA 2
1179 FENTON COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1187 MID-IOWA TELEPHONE CO. IA 17 NECA 2
1188 GOLDFIELD TELEPHONE CO. IA 17 NECA 2
1189 RIVER VALLEY TELEPHONE COOPERATIVE IA 17 NECA 2
1191 GRAND MOUND COOPERATIVE TELEPHONE A IA 17 NECA 2
1195 GRISWOLD COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1199 HAWKEYE TELEPHONE CO. IA 17 NECA 2
1202 HOSPERS TELEPHONE EXCHANGE, INC. IA 17 NECA 2
1203 HUBBARD COOPERATIVE TELEPHONE ASSOC IA 17 NECA 2
1205 HUXLEY COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1206 IAMO TELEPHONE CO. IA 17 NECA 2
1206 IAMO TELEPHONE CO. MO 17 NECA 2
1209 INTERSTATE 35 TELEPHONE CO. IA 17 NECA 2
1212 JEFFERSON TELEPHONE CO. IA 17 NECA 2
1213 JORDAN SOLDIER VALLEY COOPERATIVE IA 17 NECA 2
1214 KALONA COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1217 KEYSTONE FARMS COOPERATIVE TELEPHON IA 17 NECA 2
1220 LA PORTE CITY TELEPHONE CO. IA 17 NECA 2
</TABLE>
Page 16
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1222 LA MOTTE TELEPHONE CO. IA 17 NECA 2
1223 LAUREL TELEPHONE CO., INC. IA 17 NECA 2
1225 LEHIGH VALLEY COOPERATIVE TELEPHONE A IA 17 NECA 2
1228 LONE ROCK COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1229 LOST NATION - ELWOOD TELEPHONE CO. IA 17 NECA 2
1230 NORTHEAST IOWA TELEPHONE CO. IA 17 NECA 2
1232 LYNNVILLE COMMUNITY TELEPHONE CO., INC IA 17 NECA 2
1235 MANILLA TELEPHONE CO. IA 17 NECA 2
1237 MARNE & ELK HORN TELEPHONE CO. IA 17 NECA 2
1238 MARTELLE COOPERATIVE TELEPHONE ASSO IA 17 NECA 2
1239 MASSENA TELEPHONE CO. IA 17 NECA 2
1241 MECHANICSVILLE TELEPHONE CO. IA 17 NECA 2
1242 MILES COOPERATIVE TELEPHONE ASSOCIATI IA 17 NECA 2
1243 MILLER TELEPHONE CO. IA 17 NECA 2
1245 MINBURN TELEPHONE CO. IA 17 NECA 2
1246 MINERVA VALLEY TELEPHONE CO., INC. IA 17 NECA 2
1247 MODERN COOPERATIVE TELEPHONE CO. IA 17 NECA 2
1248 MONTEZUMA MUTUAL TELEPHONE CO. IA 17 NECA 2
1250 MUTUAL TELEPHONE CO. OF MORNING SUN IA 17 NECA 2
1251 MEDIAPOLIS TELEPHONE CO. IA 17 NECA 2
1252 MUTUAL TELEPHONE CO. IA 17 NECA 2
1257 NORTH ENGLISH COOPERATIVE TELEPHONE IA 17 NECA 2
1259 NORTHERN IOWA TELEPHONE CO. IA 17 NECA 2
1261 NORTHWEST TELEPHONE COOPERATIVE ASS IA 17 NECA 2
1262 NORWAY RURAL TELEPHONE CO. IA 17 NECA 2
1263 OGDEN TELEPHONE CO. IA 17 NECA 2
1264 OLIN & MORLEY TELEPHONE CO. IA 17 NECA 2
1265 ONSLOW COOPERATIVE TELEPHONE ASSOCI IA 17 NECA 2
1266 ORAN MUTUAL TELEPHONE CO. IA 17 NECA 2
1269 PALO COOPERATIVE TELEPHONE ASSOCIATI IA 17 NECA 2
1270 PALMER MUTUAL TELEPHONE CO. IA 17 NECA 2
1271 PANORA COOPERATIVE TELEPHONE ASSOCI IA 17 NECA 2
1273 PEOPLES TELEPHONE CO. IA 17 NECA 2
1274 POSTVILLE TELEPHONE CO. DBA PTI COMMU IA 17 NECA 2
1275 PRAIRIEBURG TELEPHONE CO., INC. IA 17 NECA 2
1276 PRESTON TELEPHONE CO. IA 17 NECA 2
1277 RADCLIFFE TELEPHONE CO., INC. IA 17 NECA 2
1278 READLYN TELEPHONE CO. IA 17 NECA 2
1280 RINGSTED TELEPHONE CO. IA 17 NECA 2
1282 ROCKWELL COOPERATIVE TELEPHONE ASSC IA 17 NECA 2
1283 ROYAL TELEPHONE CO. IA 17 NECA 2
1284 RUTHVEN TELEPHONE EXCHANGE CO. IA 17 NECA 2
1285 SAC COUNTY MUTUAL TELEPHONE CO. IA 17 NECA 2
1291 SCHALLER TELEPHONE CO. IA 17 NECA 2
1293 SHARON TELEPHONE CO. IA 17 NECA 2
1294 SCRANTON TELEPHONE CO. IA 17 NECA 2
1295 SHELL ROCK TELEPHONE CO. IA 17 NECA 2
1297 HEART OF IOWA TELEPHONE COOPERATIVE IA 17 NECA 2
1298 SOUTH SLOPE COOPERATIVE TELEPHONE CC IA 17 NECA 2
1301 SOUTHWEST TELEPHONE EXCHANGE, INC. IA 17 NECA 2
1302 SPRINGVILLE COOPERATIVE TELEPHONE ASS IA 17 NECA 2
1303 COOPERATIVE TELEPHONE EXCHANGE IA 17 NECA 2
</TABLE>
Page 17
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1304 SWISHER TELEPHONE CO. IA 17 NECA 2
1305 STRATFORD MUTUAL TELEPHONE CO. IA 17 NECA 2
1306 SULLY TELEPHONE ASSOCIATION IA 17 NECA 2
1307 SUPERIOR TELEPHONE COOPERATIVE IA 17 NECA 2
1308 TEMPLETON TELEPHONE CO. IA 17 NECA 2
1309 TERRIL TELEPHONE CO. IA 17 NECA 2
1310 TITONKA TELEPHONE CO. IA 17 NECA 2
1316 UNITED FARMERS TELEPHONE CO. IA 17 NECA 2
1319 VAN BUREN TELEPHONE CO., INC. IA 17 NECA 2
1320 VAN HORNE COOPERATIVE TELEPHONE CO, IA 17 NECA 2
1322 VENTURA TELEPHONE CO., INC. IA 17 NECA 2
1324 VILLISCA FARMERS TELEPHONE CO. IA 17 NECA 2
1326 WALNUT TELEPHONE CO. IA 17 NECA 2
1328 WEBSTER - CALHOUN COOPERATIVE TELEPH IA 17 NECA 2
1329 WELLMAN COOPERATIVE TELEPHONE ASSOC IA 17 NECA 2
1331 WEST IOWA TELEPHONE CO. IA 17 NECA 2
1332 WEST LIBERTY TELEPHONE CO. IA 17 NECA 2
1334 WESTERN IOWA TELEPHONE ASSOCIATION IA 17 NECA 2
1335 WESTSIDE INDEPENDENT TELEPHONE CO. IA 17 NECA 2
1336 WILTON TELEPHONE CO. IA 17 NECA 2
1337 WINNEBAGO COOP. TELEPHONE ASSN. IA 17 NECA 2
1342 WOOLSTOCK MUTUAL TELEPHONE ASSOCIAI IA 17 NECA 2
1343 WYOMING MUTUAL TELEPHONE CO. IA 17 NECA 2
1344 PRAIRIE TELEPHONE CO., INC. IA 17 NECA 2
1345 ACE TELEPHONE ASSOCIATION - MINNESOTA IA 17 NECA 2
1346 ACE TELEPHONE ASSOCIATION IA 17 NECA 2
1358 BLUE EARTH VALLEY TELEPHONE CO. IA 17 NECA 2
1404 HARMONY TELEPHONE CO. IA 17 NECA 2
1405 HILLS TELEPHONE CO., INC. IA 17 NECA 2
1424 MABEL COOPERATIVE TELEPHONE CO. - IOWA IA 17 NECA 2
1485 SPRING GROVE COOPERATIVE TELEPHONE C IA 17 NECA 2
1632 RESERVATION TELEPHONE COOPERATIVE MT 17 NECA 2
1656 EAST PLAINS TELECOM, INC. IA 17 NECA 2
1659 GOLDEN WEST TELEPHONE COOPERATIVE, WY 17 NECA 2
1689 WEST RIVER COOPERATIVE TELEPHONE CO. MT 17 NECA 2
1759 CRAW - KAN TELEPHONE COOPERATIVE, INC. MO 17 NECA 2
1817 PIONEER TELEPHONE ASSOCIATION, INC. CO 17 NECA 2
1818 CRAW - KAN TELEPHONE COOPERATIVE, INC. MO 17 NECA 2
1827 S & T TELEPHONE COOPERATIVE ASSOCIATIO CO 17 NECA 2
1835 SUNFLOWER TELEPHONE CO., INC. CO 17 NECA 2
1860 ALMA TELEPHONE CO. MO 17 NECA 2
1866 OZARK TELEPHONE CO. MO 17 NECA 2
1874 ELLlNGTON TELEPHONE CO. MO 17 NECA 2
1876 FARBER TELEPHONE CO. MO 17 NECA 2
1886 GOODMAN TELEPHONE CO. MO 17 NECA 2
1887 GRANBY TELEPHONE CO. MO 17 NECA 2
1888 GRAND RIVER MUTUAL TELEPHONE CO. IA 17 NECA 2
1888 GRAND RIVER MUTUAL TELEPHONE CO. MO 17 NECA 2
1890 GREEN HILLS TELEPHONE CORP. MO 17 NECA 2
1893 CHOCTAW TELEPHONE CO. MO 17 NECA 2
1900 KLM TELEPHONE CO. MO 17 NECA 2
1901 KINGDOM TELEPHONE CO. MO 17 NECA 2
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1908 LE-RU TELEPHONE CO. MO 17 NECA 2
1912 MCDONALD COUNTY TELEPHONE CO. MO 17 NECA 2
1914 MARK TWAIN RURAL TELEPHONE CO. MO 17 NECA 2
1917 MID-MISSOURI TELEPHONE CO. MO 17 NECA 2
1920 MILLER TELEPHONE CO., INC. MO 17 NECA 2
1927 NEW FLORENCE TELEPHONE CO., INC. MO 17 NECA 2
1928 NEW LONDON TELEPHONE CO. MO 17 NECA 2
1929 HOLWAY TELEPHONE CO. MO 17 NECA 2
1931 NORTHEAST MISSOURI RURAL TELEPHONE C MO 17 NECA 2
1932 LATHROP TELEPHONE CO. MO 17 NECA 2
1934 ORCHARD FARM TELEPHONE CO. MO 17 NECA 2
1935 OREGON FARMERS MUTUAL TELEPHONE CO. MO 17 NECA 2
1936 PEACE VALLEY TELEPHONE CO., INC. MO 17 NECA 2
1942 ROCK PORT TELEPHONE CO. MO 17 NECA 2
1945 SENECA TELEPHONE CO. MO 17 NECA 2
1949 STEELVILLE TELEPHONE EXCHANGE, INC. MO 17 NECA 2
1951 STOUTLAND TELEPHONE CO. MO 17 NECA 2
2016 PANHANDLE TELEPHONE COOPERATIVE, INC. CO 17 NECA 2
2178 AGATE TELEPHONE CO. CO 17 NECA 2
2181 BIJOU TELEPHONE COOPERATIVE ASSOCIATI CO 17 NECA 2
2182 BLANCA TELEPHONE CO. CO 17 NECA 2
2184 DELTA COUNTY TELE-COMM, INC. CO 17 NECA 2
2186 EASTERN SLOPE RURAL TELEPHONE ASSOCI CO 17 NECA 2
2188 FARMERS TELEPHONE CO., INC. CO 17 NECA 2
2192 BIG SANDY TELECOM, INC. CO 17 NECA 2
2193 NUCLA- NATURITA TELEPHONE CO. CO 17 NECA 2
2194 NUNN TELEPHONE CO. CO 17 NECA 2
2195 SOUTH PARK TEL CO CO 17 NECA 2
2196 PEETZ COOPERATIVE TELEPHONE CO. CO 17 NECA 2
2197 PHILLIPS COUNTY TELEPHONE CO. CO 17 NECA 2
2198 PINE DRIVE TELEPHONE CO. CO 17 NECA 2
2199 PLAINS COOPERATIVE TELEPHONE ASSOCIT CO 17 NECA 2
2201 RICO TELEPHONE CO. CO 17 NECA 2
2202 ROGGEN TELEPHONE COOPERATIVE CO. CO 17 NECA 2
2203 RYE TELEPHONE CO., INC. CO 17 NECA 2
2204 COLUMBINE ACQUISITION CORP DBA COLUMB CO 17 NECA 2
2206 STONEHAM COOPERATIVE TELEPHONE CO. CO 17 NECA 2
2207 STRASBURG TELEPHONE CO. CO 17 NECA 2
2208 UNIVERSAL TELEPHONE CO. OF COLORADO CO 17 NECA 2
2209 WlGGINS TELEPHONE ASSOCIATION CO 17 NECA 2
2210 WILLARD TELEPHONE CO. CO 17 NECA 2
2214 COLUMBINE TELEPHONE COMPANY DBA TET WY 17 NECA 2
2226 MIDVALE TELEPHONE EXCHANGE, INC. OR 17 NECA 2
2235 BLACKFOOT TELEPHONE COOPERATIVE, INC. MT 17 NECA 2
2241 HOT SPRINGS TELEPHONE CO. MT 17 NECA 2
2242 INTERBEL TELEPHONE COOPERATIVE, INC. MT 17 NECA 2
2244 LINCOLN TELEPHONE CO., INC. MT 17 NECA 2
2246 MID - RIVERS TELEPHONE COOPERATIVE, INC MT 17 NECA 2
2247 NEMONT TELEPHONE COOPERATIVE, INC. MT 17 NECA 2
2248 NORTHERN TELEPHONE COOPERATIVE, INC. MT 17 NECA 2
2250 PROJECT TELEPHONE CO., INC. MT 17 NECA 2
2250 PROJECT TELEPHONE CO., INC. WY 17 NECA 2
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2251 RANGE TELEPHONE COOPERATIVE, INC. MT 17 NECA 2
2251 RANGE TELEPHONE COOPERATIVE, INC. WY 17 NECA 2
2254 SOUTHERN MONTANA TELEPHONE CO. MT 17 NECA 2
2255 3 RIVERS TELEPHONE COOPERATIVE, INC. MT 17 NECA 2
2257 TRIANGLE TELEPHONE COOPERATIVE ASSN., MT 17 NECA 2
2289 CHUGWATER TELEPHONE CO. WY 17 NECA 2
2290 ALL WEST COMMUNICATIONS, INC. -WYOMIN WY 17 NECA 2
2291 DUBOIS TELEPHONE EXCHANGE, INC. CO 17 NECA 2
2291 DUBOIS TELEPHONE EXCHANGE, INC. WY 17 NECA 2
2295 SILVER STAR TELEPHONE CO., INC. WY 17 NECA 2
2362 CANBY TELEPHONE ASSOCIATION OR 17 NECA 2
2363 CLEAR CREEK MUTUAL TELEPHONE CO. OR 17 NECA 2
2364 COLTON TELEPHONE CO. OR 17 NECA 2
2369 EAGLE TELEPHONE SYSTEM, INC. OR 17 NECA 2
2371 CASCADE UTILITIES, INC. OR 17 NECA 2
2373 GERVAIS TELEPHONE CO. OR 17 NECA 2
2375 ROOME TELECOMMUNICATIONS, INC. OR 17 NECA 2
2376 HELIX TELEPHONE CO. OR 17 NECA 2
2377 HOME TELEPHONE CO. OR 17 NECA 2
2378 TRANS - CASCADES TELEPHONE CO. OR 17 NECA 2
2383 MOLALLA TELEPHONE CO. OR 17 NECA 2
2384 MONITOR COOPERATIVE TELEPHONE CO. OR 17 NECA 2
2385 MONROE TELEPHONE CO. OR 17 NECA 2
2386 MT. ANGEL TELEPHONE CO. OR 17 NECA 2
2387 NEHALEM TELEPHONE & TELEGRAPH CO. OR 17 NECA 2
2388 NORTH - STATE TELEPHONE CO OR 17 NECA 2
2389 OREGON TELEPHONE CORP. OR 17 NECA 2
2390 OREGON - IDAHO UTILITIES, INC. OR 17 NECA 2
2391 PEOPLES TELEPHONE CO. OR 17 NECA 2
2392 PINE TELEPHONE SYSTEM, INC. OR 17 NECA 2
2393 PIONEER TELEPHONE COOPERATIVE OR 17 NECA 2
2396 ST. PAUL COOPERATIVE TELEPHONE ASSOCI OR 17 NECA 2
2397 SCIO MUTUAL TELEPHONE ASSOCIATION OR 17 NECA 2
2404 ASOTIN TELEPHONE CO. OR 17 NECA 2
3301 SOUTHEAST MISSISSIPPI TELEPHONE CO. MS 17 NECA 2
3304 HUMBOLDT TELEPHONE COMPANY OR 17 NECA 2
3307 VALLEY TELECOMMUNICATIONS, INC. MT 17 NECA 2
3308 CLARK FORK TELECOMMUNICATIONS, INC. MT 17 NECA 2
3310 CENTRAL MONTANA COMMUNICATIONS, INC. MT 17 NECA 2
3311 TIDEWATER TELECOM, INC. ME 17 NECA 2
3312 MAINE TELEPHONE COMPANY ME 17 NECA 2
3313 SIDNEY TELEPHONE CO. ME 17 NECA 2
3314 OXFORD WEST TELEPHONE COMPANY ME 17 NECA 2
3315 MID-MAINE TELECOM ME 17 NECA 2
3316 NORTHLAND TELEPHONE OF MAINE, INC. ME 17 NECA 2
3316 NORTHLAND TELEPHONE OF MAINE, INC. NH 17 NECA 2
3330 CHAMPLAIN VALLEY TELECOM, INC. VT 17 NECA 2
3331 NORTHLAND TELEPHONE OF VERMONT, INC. VT 17 NECA 2
3332 VERMONT TELEPHONE CO., INC. VT 17 NECA 2
3335 MODERN TELECOMMUNICATIONS COMPANY MO 17 NECA 2
3410 RT COMMUNICATIONS MT 17 NECA 2
3410 RT COMMUNICATIONS WY 17 NECA 2
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7830 MID-RIVERS TELEPHONE COOPERATIVE, INC. MT 17 NECA 2
7959 HEART OF IOWA COMMUNICATIONS, INC. IA 17 NECA 2
0396 BALLARD RURAL TELEPHONE COOP. CORP., I KY 17 NECA 2
0398 BRANDENBURG TELEPHONE CO. KY 17 NECA 2
0401 DUO COUNTY TELEPHONE COOPERATIVE, IN( KY 17 NECA 2
0406 FOOTHILLS RURAL TELEPHONE COOPERATIV KY 17 NECA 2
0408 HAROLD TELEPHONE CO., INC. KY 17 NECA 2
0411 LESLIE COUNTY TELEPHONE CO. KY 17 NECA 2
0412 LEWISPORT TELEPHONE CO., INC. KY 17 NECA 2
0413 LOGAN TELEPHONE COOPERATIVE, INC. KY 17 NECA 2
0414 MOUNTAIN RURAL TELEPHONE COOPERATIVI KY 17 NECA 2
0415 PEOPLES RURAL TELEPHONE COOPERATIVE KY 17 NECA 2
0417 SALEM TELEPHONE CO. KY 17 NECA 2
0418 SOUTH CENTRAL RURAL TELEPHONE COOP. KY 17 NECA 2
0419 THACKER/GRIGSBY TELEPHONE CO. KY 17 NECA 2
0421 WEST KENTUCKY RURAL TELEPHONE COOP. KY 17 NECA 2
4001 NORTH CENTRAL TELEPHONE COOPERATIVE KY 17 NECA 2
4002 HIGHLAND TELEPHONE COOPERATIVE, INC. KY 17 NECA 2
0158 BRDGWATER-CANISTOTA INDEPENDENT TELI SD 18 NECA 3
0159 INTRASTATE TELEPHONE COMPANY, INC. SD 18 NECA 3
0160 HEARTLAND COMMUNICATIONS, INC. SD 18 NECA 3
0164 VENTURE COMMUNICATIONS, INC. SD 18 NECA 3
0166 SANCOM, INC. SD 18 NECA 3
1109 HEARTLAND TELECOMMUNICATIONS COMPAN SD 18 NECA 3
1116 HANSON COMMUNICATIONS, INC. SD 18 NECA 3
1117 STATELINE TELECOMMUNICATIONS, INC. SD 18 NECA 3
1126 CHESTER TELEPHONE CO. MN 18 NECA 3
1348 WILDERNESS VALLEY TELEPHONE COMPANY MN 18 NECA 3
1389 FARMERS MUTUAL TELEPHONE CO. SD 18 NECA 3
1495 VALLEY TELEPHONE CO. SD 18 NECA 3
1525 THREE RIVER TELEPHONE COMPANY SD 18 NECA 3
1527 NEBCOM, INC. SD 18 NECA 3
1603 RED RIVER TELECOM, INC. SD 18 NECA 3
1607 CONSOLIDATED TELEPHONE COOPERATIVE SD 18 NECA 3
1611 DICKEY RURAL TELEPHONE COOPERATIVE SD 18 NECA 3
1640 ARMOUR INDEPENDENT TELEPHONE CO. SD 18 NECA 3
1642 BALTIC TELECOM COOPERATIVE SD 18 NECA 3
1647 CHEYENNE RIVER SIOUX TRIBAL TELEPHONE SD 18 NECA 3
1649 BERESFORD MUNICIPAL TELEPHONE CO. SD 18 NECA 3
1652 DAKOTA TELECOMMUNICATIONS GROUP SD 18 NECA 3
1653 CITY OF FAITH MUNICIPAL TELEPHONE CO. SD 18 NECA 3
1654 INTERSTATE TELECOM. COOP., INC. - MINNES SD 18 NECA 3
1655 SPLITROCK PROPERTIES, INC. SD 18 NECA 3
1656 EAST PLAINS TELECOM, INC. SD 18 NECA 3
1657 SPLITROCK TELECOM COOPERATIVE, INC. SD 18 NECA 3
1659 GOLDEN WEST TELEPHONE COOPERATIVE, I SD 18 NECA 3
1660 MT. RUSHMORE TELEPHONE CO. SD 18 NECA 3
1661 HANSON COUNTY TELEPHONE CO. SD 18 NECA 3
1662 RC COMMUNICATIONS, INC. SD 18 NECA 3
1663 ACCENT COMMUNICATIONS, INC. SD 18 NECA 3
1664 JAMES VALLEY COOPERATIVE TELEPHONE C( SD 18 NECA 3
1665 VALLEY CABLE &SATELLITE COMMUNICATION SD 18 NECA 3
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1667 KADOKA TELEPHONE CO. SD 18 NECA 3
1668 KENNEBEC TELEPHONE CO. SD 18 NECA 3
1669 MCCOOK COOPERATIVE TELEPHONE CO. SD 18 NECA 3
1670 MIDSTATE TELEPHONE CO. SD 18 NECA 3
1671 MOBRIDGE TELECOMMUNICATIONS COMPANY SD 18 NECA 3
1672 CTC COMMUNICATIONS, INC. SD 18 NECA 3
1674 ROBERTS COUNTY TELEPHONE COOPERATIVE SD 18 NECA 3
1676 SANBORN TELEPHONE COOPERATIVE SD 18 NECA 3
1677 SIOUX VALLEY TELEPHONE CO. SD 18 NECA 3
1679 STOCKHOLM - STRANDBURG TELEPHONE CO SD 18 NECA 3
1680 SULLY BUTTES TELEPHONE COOPERATIVE, IN SD 18 NECA 3
1681 DICKEY RURAL COMMUNICATIONS, INC. SD 18 NECA 3
1682 TRI - COUNTY TELECOM, INC. SD 18 NECA 3
1684 UNION TELEPHONE CO. SD 18 NECA 3
1685 VALLEY TELECOM COOPERATIVE ASSOCIATIO SD 18 NECA 3
1686 VIVIAN TELEPHONE CO. SD 18 NECA 3
1687 FORT RANDALL TELEPHONE COMPANY SD 18 NECA 3
1688 WESTERN TELEPHONE CO. CA 18 NECA 3
1688 WESTERN TELEPHONE CO. SD 18 NECA 3
1689 WEST RIVER COOPERATIVE TELEPHONE CO. SD 18 NECA 3
1691 ALLTEL ARKANSAS, INC. AR 18 NECA 3
1697 CENTRAL ARKANSAS TELEPHONE COOPERAT AR 18 NECA 3
1698 CLEVELAND COUNTY TELEPHONE CO., INC. AR 18 NECA 3
1699 DECATUR TELEPHONE CO. AR 18 NECA 3
1702 SOUTH ARKANSAS TELEPHONE CO., INC. AR 18 NECA 3
1704 LAVACA TELEPHONE CO. AR 18 NECA 3
1709 MADISON COUNTY TELEPHONE CO., INC. AR 18 NECA 3
1710 MAGAZINE TELEPHONE CO. AR 18 NECA 3
1712 MOUNTAIN VIEW TELEPHONE CO. AR 18 NECA 3
1713 NORTHERN ARKANSAS TELEPHONE CO. AR 18 NECA 3
1721 RICE BELT TELEPHONE CO. AR 18 NECA 3
1722 EAST RITTER TELEPHONE CO. AR 18 NECA 3
1724 SOUTHWEST ARKANSAS TELEPHONE COOPE AR 18 NECA 3
1726 TRI - COUNTY TELEPHONE CO., INC. AR 18 NECA 3
1733 YELCOT TELEPHONE CO. AR 18 NECA 3
1734 YELL COUNTY TELEPHONE CO., INC. AR 18 NECA 3
1866 OZARK TELEPHONE CO. AR 18 NECA 3
2141 SANTA ROSA TELEPHONE COOPERATIVE, INC TX 18 NECA 3
2200 FORT MOJAVE TELECOM, INC. CA 18 NECA 3
2301 CALAVERAS TELEPHONE CO. CA 18 NECA 3
2311 CALIFORNIA- OREGON TELEPHONE CO. CA 18 NECA 3
2313 DUCOR TELEPHONE CO. CA 18 NECA 3
2315 EVANS TELEPHONE CO. CA 18 NECA 3
2318 FORESTHILL TELEPHONE CO., INC. CA 18 NECA 3
2321 HAPPY VALLEY TELEPHONE CO. CA 18 NECA 3
2322 HORNITOS TELEPHONE CO. CA 18 NECA 3
2332 PONDEROSA TELEPHONE CO. CA 18 NECA 3
2339 SISKIYOU TELEPHONE CO. CA 18 NECA 3
2342 CITIZENS TELECOMM. CO. OF TUOLUMNE CA 18 NECA 3
2343 VOLCANO TELEPHONE CO. CA 18 NECA 3
2346 PINNACLES TELEPHONE CO. CA 18 NECA 3
3031 SCOTT COUNTY TELEPHONE CO. AR 18 NECA 3
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3410 RT COMMUNICATIONS SD 18 NECA 3
7024 DAKOTA TELECOMMUNICATIONS, INC. SD 18 NECA 3
7656 ALLTEL COMMUNICATIONS, INC. -AR AR 18 NECA 3
0164 VENTURE COMMUNICATIONS, INC. ND 18 NECA 3
0472 CASS COUNTY TELEPHONE CO. KS 18 NECA 3
1117 STATELINE TELECOMMUNICATIONS, INC. ND 18 NECA 3
1401 HALSTAD TELEPHONE CO. ND 18 NECA 3
1443 LORETEL SYSTEMS, INC. ND 18 NECA 3
1447 NORTH DAKOTA TELEPHONE CO. ND 18 NECA 3
1509 WOLVERTON TELEPHONE CO. ND 18 NECA 3
1540 DILLER TELEPHONE CO. KS 18 NECA 3
1557 HARTMAN TELEPHONE EXCHANGE, INC. KS 18 NECA 3
1601 ABSARAKA COOPERATIVE TELEPHONE CO. ND 18 NECA 3
1603 RED RIVER TELECOM, INC. ND 18 NECA 3
1604 BEK COMMUNICATIONS COOPERATIVE ND 18 NECA 3
1607 CONSOLIDATED TELEPHONE COOPERATIVE ND 18 NECA 3
1610 DAKOTA CENTRAL TELECOMMUNICATIONS CO ND 18 NECA 3
1611 DICKEY RURAL TELEPHONE COOPERATIVE ND 18 NECA 3
1614 POLAR TELECOMMUNICATIONS, INC. ND 18 NECA 3
1615 GRIGGS COUNTY TELEPHONE CO. ND 18 NECA 3
1616 INTER-COMMUNITY TELEPHONE CO. ND 18 NECA 3
1617 MIDSTATE TELEPHONE CO. ND 18 NECA 3
1622 MOORE & LIBERTY TELEPHONE CO. ND 18 NECA 3
1623 NOONAN FARMERS TELEPHONE CO. ND 18 NECA 3
1625 NORTHWEST COMMUNICATIONS COOPERATIVE ND 18 NECA 3
1630 POLAR COMMUNICATIONS MUTUAL AID CORF ND 18 NECA 3
1631 RED RIVER RURAL TELEPHONE ASSOCIATION ND 18 NECA 3
1632 RESERVATION TELEPHONE COOPERATIVE ND 18 NECA 3
1634 SOURIS RIVER TELEPHONE COMMUNICATION ND 18 NECA 3
1636 UNITED TELEPHONE MUTUAL AID CORP. ND 18 NECA 3
1662 RC COMMUNICATIONS, INC. ND 18 NECA 3
1663 ACCENT COMMUNICATIONS, INC. ND 18 NECA 3
1672 CTC COMMUNICATIONS, INC. ND 18 NECA 3
1673 BEK COMMUNICATIONS, INC. ND 18 NECA 3
1674 ROBERTS COUNTY TELEPHONE COOPERATIVE ND 18 NECA 3
1678 TURTLE MOUNTAIN COMMUNICATIONS ND 18 NECA 3
1681 DICKEY RURAL COMMUNICATIONS, INC. ND 18 NECA 3
1683 DAKOTA CENTRAL TELECOM I, INC. ND 18 NECA 3
1704 LAVACA TELEPHONE CO. OK 18 NECA 3
1742 S&T COMM OF DIGHTON KS 18 NECA 3
1746 BLUE VALLEY TELEPHONE CO., INC. KS 18 NECA 3
1756 COLUMBUS TELEPHONE CO. KS 18 NECA 3
1758 COUNCIL GROVE TELEPHONE CO. KS 18 NECA 3
1759 CRAW - KAN TELEPHONE COOPERATIVE, INC. KS 18 NECA 3
1761 CUNNINGHAM TELEPHONE CO., INC. KS 18 NECA 3
1777 GOLDEN BELT TELEPHONE ASSOCIATION, INC KS 18 NECA 3
1778 GORHAM TELEPHONE CO., INC. KS 18 NECA 3
1780 HAVILAND TELEPHONE CO., INC. KS 18 NECA 3
1781 H & B COMMUNICATIONS, INC. KS 18 NECA 3
1782 HOME TELEPHONE CO., INC. KS 18 NECA 3
1785 J.B.N. TELEPHONE CO., INC. KS 18 NECA 3
1788 KANOKLA TELEPHONE ASSOCIATION KS 18 NECA 3
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1788 KANOKLA TELEPHONE ASSOCIATION OK 18 NECA 3
1791 LA HARPE TELEPHONE CO.,INC. KS 18 NECA 3
1801 MADISON TELEPHONE CO., INC. KS 18 NECA 3
1808 MOUNDRIDGE TELEPHONE CO. KS 18 NECA 3
1809 MUTUAL TELEPHONE CO. KS 18 NECA 3
1814 PEOPLES MUTUAL TELEPHONE CO. KS 18 NECA 3
1816 BLUESTEM TELEPHONE COMPANY KS 18 NECA 3
1817 PIONEER TELEPHONE ASSOCIATION, INC. KS 18 NECA 3
1818 CRAW - KAN TELEPHONE COOPERATIVE, INC. KS 18 NECA 3
1818 CRAW - KAN TELEPHONE COOPERATIVE, INC. OK 18 NECA 3
1820 RAINBOW TELEPHONE COOPERATIVE ASSN., KS 18 NECA 3
1826 RURAL TELEPHONE SERVICE CO., INC. KS 18 NECA 3
1827 S & T TELEPHONE COOPERATIVE ASSOCIATIO KS 18 NECA 3
1829 S & A TELEPHONE CO., INC. KS 18 NECA 3
1835 SUNFLOWER TELEPHONE CO., INC. KS 18 NECA 3
1839 TRI - COUNTY TELEPHONE ASSOCIATION, INC KS 18 NECA 3
1840 TWIN VALLEY TELEPHONE, INC. KS 18 NECA 3
1841 UNITED TELEPHONE ASSOCIATION, INC. KS 18 NECA 3
1841 UNITED TELEPHONE ASSOCIATION, INC. OK 18 NECA 3
1845 WAMEGO TELEPHONE CO., INC. KS 18 NECA 3
1847 WHEAT STATE TELEPHONE, INC. KS 18 NECA 3
1849 WILSON TELEPHONE CO., INC. KS 18 NECA 3
1852 ZENDA TELEPHONE CO., INC. KS 18 NECA 3
1866 OZARK TELEPHONE CO. OK 18 NECA 3
1945 SENECA TELEPHONE CO. OK 18 NECA 3
1966 ATLAS TELEPHONE CO. OK 18 NECA 3
1968 BEGGS TELEPHONE CO., INC. OK 18 NECA 3
1974 CANADIAN VALLEY TELEPHONE CO. OK 18 NECA 3
1976 CARNEGIE TELEPHONE CO. OK 18 NECA 3
1977 CENTRAL OKLAHOMA TELEPHONE CO. OK 18 NECA 3
1979 CHEROKEE TELEPHONE CO. OK 18 NECA 3
1980 CHICKASAW TELEPHONE CO. OK 18 NECA 3
1981 CHOUTEAU TELEPHONE CO. OK 18 NECA 3
1982 CIMARRON TELEPHONE CO. OK 18 NECA 3
1984 OKLAHOMA COMMUNICATION SYSTEM, INC. OK 18 NECA 3
1985 CROSS TELEPHONE CO. OK 18 NECA 3
1988 DOBSON TELEPHONE CO. OK 18 NECA 3
1994 GRAND TELEPHONE CO., INC. OK 18 NECA 3
1995 HINTON TELEPHONE CO. OF HINTON OKLAHO OK 18 NECA 3
2006 MCLOUD TELEPHONE CO. OK 18 NECA 3
2008 MEDICINE PARK TELEPHONE CO. OK 18 NECA 3
2010 MID-AMERICA TELEPHONE, INC. OK 18 NECA 3
2013 OKLAHOMA TELEPHONE & TELEGRAPH, INC. OK 18 NECA 3
2014 OKLAHOMA WESTERN TELEPHONE CO. OK 18 NECA 3
2016 PANHANDLE TELEPHONE COOPERATIVE, INC. NM 18 NECA 3
2016 PANHANDLE TELEPHONE COOPERATIVE, INC. OK 18 NECA 3
2017 PINE TELEPHONE CO. OK 18 NECA 3
2018 PIONEER TELEPHONE COOPERATIVE, INC. OK 18 NECA 3
2020 POTTAWATOMIE TELEPHONE CO. OK 18 NECA 3
2022 SALINA - SPAVINAW TELEPHONE CO. OK 18 NECA 3
2023 SHIDLER TELEPHONE CO. OK 18 NECA 3
2025 SOUTHWEST OKLAHOMA TELEPHONE CO. OK 18 NECA 3
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2029 TERRAL TELEPHONE CO OK 18 NECA 3
2030 TOTAH TELEPHONE CO., INC. KS 18 NECA 3
2030 TOTAH TELEPHONE CO., INC. OK 18 NECA 3
2032 VALLIANT TELEPHONE CO, OK 18 NECA 3
2034 WYANDOTTE TELEPHONE CO. OK 18 NECA 3
2066 DELL TELEPHONE COOPERATIVE, INC. NM 18 NECA 3
2141 SANTA ROSA TELEPHONE COOPERATIVE, INC OK 18 NECA 3
2176 VALLEY TELEPHONE COOPERATIVE, INC. NM 18 NECA 3
2246 MID - RIVERS TELEPHONE COOPERATIVE, INC ND 18 NECA 3
2247 NEMONT TELEPHONE COOPERATIVE, INC. ND 18 NECA 3
2259 BACA VALLEY TELEPHONE CO., INC. NM 18 NECA 3
2262 E.N.M.R. TELEPHONE COOPERATIVE NM 18 NECA 3
2263 LA JICARITA RURAL TELEPHONE COOPERATIVE NM 18 NECA 3
2264 LEACO RURAL TELEPHONE COOPERATIVE, IN NM 18 NECA 3
2265 TULAROSA BASIN TELEPHONE CO., INC. NM 18 NECA 3
2268 WESTERN NEW MEXICO TELEPHONE CO., INC NM 18 NECA 3
2270 PENASCO VALLEY TELEPHONE COOPERATIVE NM 18 NECA 3
2272 ROOSEVELT COUNTY RURAL TELEPHONE CO NM 18 NECA 3
2274 CENTURY TELEPHONE OF SOUTHWEST, INC. NM 18 NECA 3
2404 ASOTIN TELEPHONE CO. WA 18 NECA 3
2410 COWICHE TELEPHONE CO., INC. WA 18 NECA 3
2412 ELLENSBURG TELEPHONE CO. WA 18 NECA 3
2417 HAT ISLAND TELEPHONE CO. WA 18 NECA 3
2418 PEND OREILLE TELEPHONE COMPANY WA 18 NECA 3
2419 HOOD CANAL TELEPHONE CO. WA 18 NECA 3
2423 INLAND TELEPHONE CO. WA 18 NECA 3
2426 KALAMA TELEPHONE CO. WA 18 NECA 3
2427 LEWIS RIVER TELEPHONE CO., INC. WA 18 NECA 3
2430 MCDANIEL TELEPHONE CO. WA 18 NECA 3
2431 MASHELL TELECOM, INC. WA 18 NECA 3
2437 PIONEER TELEPHONE CO. WA 18 NECA 3
2442 ST. JOHN TELEPHONE CO. WA 18 NECA 3
2446 TENINO TELEPHONE CO. WA 18 NECA 3
2447 TOLEDO TELEPHONE CO., INC. WA 18 NECA 3
2451 WESTERN WAHKIAKUM COUNTY TELEPHONE WA 18 NECA 3
2452 WHIDBEY TELEPHONE CO. WA 18 NECA 3
2455 BENKELMAN TELEPHONE CO., INC. KS 18 NECA 3
3002 BETTLES TELEPHONE COMPANY WA 18 NECA 3
3017 ALASKA TELEPHONE COMPANY WA 18 NECA 3
3303 SRT COMMUNICATIONS, INC. ND 18 NECA 3
3305 EAGLENET, INC. OK 18 NECA 3
3333 COPPER VALLEY TELEPHONE, INC. NM 18 NECA 3
0103 COUNCIL TELEPHONE ID 19 NECA 4
0117 WESTEL INC ID 19 NECA 4
0120 SAWTOOTH TELEPHONE ID 19 NECA 4
2169 SAN CARLOS APACHE TELECOMMUNICATION AZ 19 NECA 4
2171 ARIZONA TELEPHONE CO. AZ 19 NECA 4
2173 TOHONO O'ODHAM UTILITY AUTHORITY AZ 19 NECA 4
2174 SOUTHWESTERN TELEPHONE CO. AZ 19 NECA 4
2175 CENTURY TELEPHONE OF SOUTHWEST, INC. AZ 19 NECA 4
2176 VALLEY TELEPHONE COOPERATIVE, INC. AZ 19 NECA 4
2179 GILA RIVER TELECOMM, INC. AZ 19 NECA 4
</TABLE>
Page 25
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
2191 ACCIPITER COMMUNICATIONS INC AZ 19 NECA 4
2200 FORT MOJAVE TELECOM, INC. AZ 19 NECA 4
2213 ALBION TELEPHONE CO., INC. ID 19 NECA 4
2214 COLUMBINE TELEPHONE COMPANY DBA TET( ID 19 NECA 4
2215 CAMBRIDGE TELEPHONE CO., INC. ID 19 NECA 4
2218 CUSTER TELEPHONE COOPERATIVE, INC. ID 19 NECA 4
2220 FILER MUTUAL TELEPHONE CO. ID 19 NECA 4
2221 FARMERS MUTUAL TELEPHONE CO. ID 19 NECA 4
2222 FREEMONT TELECOM CO ID 19 NECA 4
2225 CENTURY TELEPHONE OF IDAHO, INC. ID 19 NECA 4
2226 MIDVALE TELEPHONE EXCHANGE, INC. AZ 19 NECA 4
2226 MIDVALE TELEPHONE EXCHANGE, INC. ID 19 NECA 4
2227 MUDLAKE TELEPHONE COOPERATIVE ASSN., ID 19 NECA 4
2230 POTLATCH TELEPHONE CO., INC. ID 19 NECA 4
2231 PROJECT MUTUAL TELEPHONE COOP. ASSOC ID 19 NECA 4
2232 ROCKLAND TELEPHONE CO. ID 19 NECA 4
2233 RURAL TELEPHONE CO. ID 19 NECA 4
2234 TROY TELEPHONE CO., INC. ID 19 NECA 4
2235 BLACKFOOT TELEPHONE COOPERATIVE, INC. ID 19 NECA 4
2277 CENTRAL UTAH TELEPHONE , INC. UT 19 NECA 4
2278 EMERY TELEPHONE UT 19 NECA 4
2279 GUNNISON TELEPHONE CO. UT 19 NECA 4
2282 MANTI TELEPHONE CO. UT 19 NECA 4
2283 SKYLINE TELECOM UT 19 NECA 4
2286 SOUTH CENTRAL UTAH TELEPHONE ASSOCIA AZ 19 NECA 4
2286 SOUTH CENTRAL UTAH TELEPHONE ASSOCIA UT 19 NECA 4
2287 UINTAH BASIN TELEPHONE ASSOCIATION, INC UT 19 NECA 4
2288 ALL WEST COMMUNICATIONS, INC. - UTAH UT 19 NECA 4
2295 SILVER STAR TELEPHONE CO., INC. ID 19 NECA 4
2356 RIO VIRGIN TELEPHONE CO., INC. AZ 19 NECA 4
2390 OREGON - IDAHO UTILITIES, INC. ID 19 NECA 4
2423 INLAND TELEPHONE CO. ID 19 NECA 4
3032 BEAR LAKE COMMUNICATIONS UT 19 NECA 4
3333 COPPER VALLEY TELEPHONE , INC. AZ 19 NECA 4
1568 ALIANT COMMUNICATION IA 20 Aliant
1568 ALIANT COMMUNICATION KS 20 Aliant
1568 ALIANT COMMUNICATION NE 20 Aliant
7815 ALIANT MIDWEST INC. DBA ALIANT COMMUNI IA 20 Aliant
7815 ALIANT MIDWEST INC. DBA ALIANT COMMUNI NE 20 Aliant
0254 CENTRAL TELEPHONE CO. OF VIRGINIA NC 21 Centel
0254 CENTRAL TELEPHONE CO. OF VIRGINIA VA 21 Centel
0340 SPRINT CENTEL OF FLORIDA FL 21 Centel
0471 CENTRAL TELEPHONE CO. OF NORTH CAROL NC 21 Centel
0985 SPRINT CENTEL - ILLINOIS IL 21 Centel
2114 CENTRAL TELEPHONE CO. OF TEXAS TX 21 Centel
2348 CENTRAL TELEPHONE CO. - NEVADA NV 21 Centel
0233 GTE SOUTH, INC. - VA NC 22 Contel 1
0233 GTE SOUTH, INC. - VA VA 22 Contel 1
0281 CONTEL OF THE SOUTH DBA GTE SOUTH AL 22 Contel 1
0410 GTE SOUTH, INC. - KY KY 22 Contel 1
0509 GTE SOUTH, INC. - NC NC 22 Contel 1
0526 GTE SOUTH, INC. - SC SC 22 Contel 1
</TABLE>
Page 26
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
0779 GTE NORTH, INC. - IN IN 22 Contel 1
1140 CONTEL OF MINNESOTA, INC. DBA GTE MINN MN 22 Contel 1
1140 CONTEL OF MINNESOTA, INC. DBA GTE MINN ND 22 Contel 1
1140 CONTEL OF MINNESOTA, INC. DBA GTE MINN SD 22 Contel 1
1207 CONTEL OF IA, DBA GTE IA MO 22 Contel 1
1700 CONTEL OF KANSAS, INC. - ARKANSAS AR 22 Contel 1
1700 CONTEL OF KANSAS, INC. - ARKANSAS OK 22 Contel 1
1730 CONTEL OF ARKANSAS, INC. DBA GTE ARKAN AR 22 Contel 1
1730 CONTEL OF ARKANSAS, INC. DBA GTE ARKAN MO 22 Contel 1
1730 CONTEL OF ARKANSAS, INC. DBA GTE ARKAN OK 22 Contel 1
1846 CONTEL SYS. OF MISSOURI DBA GTE SYS. OF MO 22 Contel 1
1883 KANSAS STATE TELEPHONE CO. - MISSOURI MO 22 Contel 1
1922 GTE MIDWEST,INC.-IA AR 22 Contel
1922 GTE MIDWEST, INC. - IA MO 22 Contel 1
2302 GTE OF CALIFORNIA, INC. AZ 22 Contel 1
0170 GTE NORTH, INC. - PA PA 23 Contel 2
0201 QUAKER STATE TELEPHONE CO. PA 23 Contel 2
1036 GTE NORTH, INC. - IL IL 23 Contel 2
1036 GTE NORTH, INC. - IL WI 23 Contel 2
1135 CONTEL OF KS, INC. - IOWA IA 23 Contel 2
1207 CONTEL OF IA, DBA GTE IA IA 23 Contel 2
2154 GTE SOUTHWEST, INC. - TX TX 23 Contel 2
2177 CONTEL OF THE WEST DBA GTE OF THE WES NM 23 Contel 2
2302 GTE OF CALIFORNIA, INC. CA 23 Contel 2
2302 GTE OF CALIFORNIA, INC. NV 23 Contel 2
2449 GTE OF THE NORTHWEST OR 23 Contel 2
2449 GTE OF THE NORTHWEST WA 23 Contel 2
0121 FRONTIER TELEPHONE OF ROCHESTER NY 24 SNET, Cincinnati Bell, R
0815 ROCHESTER TELEPHONE CO., INC. IN 24 SNET, Cincinnati Bell, R
9147 SOUTHERN NEW ENGLAND TELEPHONE CO. CT 24 SNET, Cincinnati Bell, R
9348 CINCINNATI BELL, INC. IN 24 SNET, Cincinnati Bell, R
9348 CINCINNATI BELL, INC. KY 24 SNET, Cincinnati Bell, R
9348 CINCINNATI BELL, INC. OH 24 SNET, Cincinnati Bell, R
0138 UNITED TELEPHONE CO. OF NEW JERSEY NJ 25 United 1
0209 SPRINT/UNITED TELEPHONE OF PENNSYLVA PA 25 United 1
0341 SPRINT/UNITED TELEPHONE OF FLORIDA FL 25 United 1
0470 SPRINT MID ATLANTIC NC 25 United 1
0506 UNITED TELEPHONE CO. OF THE CAROLINAS SC 25 United 1
0567 UNITED INTER-MOUNTAIN TELEPHONE TN 25 United 1
0567 UNITED INTER-MOUNTAIN TELEPHONE VA 25 United 1
0661 UNITED TELEPHONE CO. OF OHIO OH 26 United 2
0832 UNITED TELEPHONE CO. OF INDIANA, INC. IN 26 United 2
0832 UNITED TELEPHONE CO. OF INDIANA, INC. OH 26 United 2
2400 UNITED TELEPHONE - NORTHWEST OR 26 United 2
2400 UNITED TELEPHONE - NORTHWEST WA 26 United 2
1456 UNITED TELEPHONE CO. OF MINNESOTA MN 27 United 3
1595 SPRINT/UNITED TELEPHONE MIDWEST CO 27 United 3
1595 SPRINT/UNITED TELEPHONE MIDWEST NE 27 United 3
1595 SPRINT/UNITED TELEPHONE MIDWEST WY 27 United 3
1811 SPRINT/UNITED TELEPHONE OF MISSOURI MO 27 United 3
1842 SPRINT/UNITED TELEPHONE CO. OF KANSAS KS 27 United 3
1957 SPRINT/UNITED TELEPHONE CO. OF MISSOU IA 27 United 3
</TABLE>
Page 27
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1957 SPRINT/UNITED TELEPHONE CO. OF MISSOU MO 27 United 3
2084 SPRINT/UNITED TELEPHONE CO. OF TEXAS TX 27 United 3
2213 ALBION TELEPHONE CO., INC. UT 27 United 3
6867 SO IL RAS PARTNERSHIP IL 29 Wireless
6276 UNITED STATES CEL MI MI 29 Wireless
6000 AMERITECH MOBILE IL 29 Wireless
6000 AMERITECH MOBILE IN 29 Wireless
6000 AMERITECH MOBILE MI 29 Wireless
6000 AMERITECH MOBILE OH 29 Wireless
6001 NYNEX MOBILE NY 29 Wireless
6002 UNITEL CORPORATION MS 29 Wireless
6003 DETROIT CELLULAR MI 29 Wireless
6004 ROGERS RADIO CALL IN 29 Wireless
6006 AIRTOUCH CELLULAR CA CA 29 Wireless
6006 AIRTOUCH CELLULAR CA NV 29 Wireless
6006 AIRTOUCH CELLULAR CA TX 29 Wireless
6010 AT&T WIRELESS SVCS AR 29 Wireless
6010 AT&T WIRELESS SVCS AZ 29 Wireless
6010 AT&T WIRELESS SVCS CA 29 Wireless
6010 AT&T WIRELESS SVCS CO 29 Wireless
6010 AT&T WIRELESS SVCS CT 29 Wireless
6010 AT&T WIRELESS SVCS DC 29 Wireless
6010 AT&T WIRELESS SVCS DE 29 Wireless
6010 AT&T WIRELESS SVCS FL 29 Wireless
6010 AT&T WIRELESS SVCS GA 29 Wireless
6010 AT&T WIRELESS SVCS ID 29 Wireless
6010 AT&T WIRELESS SVCS IL 29 Wireless
6010 AT&T WIRELESS SVCS IN 29 Wireless
6010 AT&T WIRELESS SVCS KS 29 Wireless
6010 AT&T WIRELESS SVCS LA 29 Wireless
6010 AT&T WIRELESS SVCS MA 29 Wireless
6010 AT&T WIRELESS SVCS MD 29 Wireless
6010 AT&T WIRELESS SVCS MI 29 Wireless
6010 AT&T WIRELESS SVCS MN 29 Wireless
6010 AT&T WIRELESS SVCS MO 29 Wireless
6010 AT&T WIRELESS SVCS NC 29 Wireless
6010 AT&T WIRELESS SVCS NJ 29 Wireless
6010 AT&T WIRELESS SVCS NV 29 Wireless
6010 AT&T WIRELESS SVCS NY 29 Wireless
6010 AT&T WIRELESS SVCS OH 29 Wireless
6010 AT&T WIRELESS SVCS OK 29 Wireless
6010 AT&T WIRELESS SVCS OR 29 Wireless
6010 AT&T WIRELESS SVCS PA 29 Wireless
6010 AT&T WIRELESS SVCS RI 29 Wireless
6010 AT&T WIRELESS SVCS SC 29 Wireless
6010 AT&T WIRELESS SVCS TX 29 Wireless
6010 AT&T WIRELESS SVCS UT 29 Wireless
6010 AT&T WIRELESS SVCS VA 29 Wireless
6010 AT&T WIRELESS SVCS WA 29 Wireless
6010 AT&T WIRELESS SVCS WI 29 Wireless
6010 AT&T WIRELESS SVCS WV 29 Wireless
6011 TELEMAXX COMMUN OH 29 Wireless
</TABLE>
Page 28
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
6012 AMICA WIRELESS PHONE IL 29 Wireless
6013 MID-STATE ELECTRON SC 29 Wireless
6015 TRACY CORPORATION II NE 29 Wireless
6017 CHASE TELECOMM INC TN 29 Wireless
6019 AAA COMMUNICATIONS SC 29 Wireless
6020 MID MO CELLULAR MO 29 Wireless
6021 CHARITON VALLEY CELL MO 29 Wireless
6022 CELLULAR ONE - IL IL 29 Wireless
6022 CELLULAR ONE - IL IN 29 Wireless
6023 RCS COMM GROUP NC 29 Wireless
6024 RURAL CELL CORP IL 29 Wireless
6024 RURAL CELL CORP MN 29 Wireless
6024 RURAL CELL CORP SD 29 Wireless
6025 CELLULAR ONE - OH KY 29 Wireless
6025 CELLULAR ONE - OH OH 29 Wireless
6028 LARSEN CELL COMM LTD FL 29 Wireless
6029 SWB MOBILE SYSTEMS IL 29 Wireless
6029 SWB MOBILE SYSTEMS MO 29 Wireless
6029 SWB MOBILE SYSTEMS TX 29 Wireless
6033 SOUTHWEST PAGING COR TX 29 Wireless
6035 ST LOUIS ELECTR COMM MO 29 Wireless
6087 KMC TELECOM VA CLC VA 29 Wireless
6090 FORT BEND LONG DIST TX 29 Wireless
6098 KMC TELECOM II - MN MN 29 Wireless
6101 MEDIAONE TELECOM MA MA 29 Wireless
6127 TDS METROCOM - NY NY 29 Wireless
6138 KMC TELECOM II - MI MI 29 Wireless
6203 AL CELLULAR SVCS AL 29 Wireless
6204 CELL ONE BAKERSFIELD CA 29 Wireless
6205 FL CELL SERVICE INC FL 29 Wireless
6206 WESTEL INDIANAPOLIS IN 29 Wireless
6207 KENTUCKY CGSA INC KY 29 Wireless
6208 LOUISIANA CGSA INC LA 29 Wireless
6209 SO CAROLINA CELL SVC SC 29 Wireless
6210 WESTEL MILWAUKEE CO IL 29 Wireless
6210 WESTEL MILWAUKEE CO WI 29 Wireless
6212 JACKSONVILLE MSA FL 29 Wireless
6213 ORLANDO SMSA FL 29 Wireless
6214 ATLANTA ATHENS MSA GA 29 Wireless
6216 BATON ROUGE MSA LA 29 Wireless
6217 LAFAYETTE MSA LA 29 Wireless
6219 MEMPHIS SMSA MS 29 Wireless
6219 MEMPHIS SMSA TN 29 Wireless
6220 NASHVL CLARKSVL MSA TN 29 Wireless
6221 CHATTANOOGA MSA TN 29 Wireless
6222 GULF COAST CELL TEL AL 29 Wireless
6227 HOUSTON CELL TEL CO TX 29 Wireless
6228 LOS ANGELES CEL TEL CA 29 Wireless
6229 MCTA MS 29 Wireless
6232 NEXTEL COMM AL 29 Wireless
6232 NEXTEL COMM AZ 29 Wireless
6232 NEXTEL COMM CA 29 Wireless
</TABLE>
Page 29
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
6232 NEXTEL COMM CO 29 Wireless
6232 NEXTEL COMM CT 29 Wireless
6232 NEXTEL COMM DC 29 Wireless
6232 NEXTEL COMM DE 29 Wireless
6232 NEXTEL COMM FL 29 Wireless
6232 NEXTEL COMM GA 29 Wireless
6232 NEXTEL COMM ID 29 Wireless
6232 NEXTEL COMM IL 29 Wireless
6232 NEXTEL COMM IN 29 Wireless
6232 NEXTEL COMM KS 29 Wireless
6232 NEXTEL COMM KY 29 Wireless
6232 NEXTEL COMM LA 29 Wireless
6232 NEXTEL COMM MA 29 Wireless
6232 NEXTEL COMM MD 29 Wireless
6232 NEXTEL COMM MI 29 Wireless
6232 NEXTEL COMM MN 29 Wireless
6232 NEXTEL COMM MO 29 Wireless
6232 NEXTEL COMM NC 29 Wireless
6232 NEXTEL COMM NH 29 Wireless
6232 NEXTEL COMM NJ 29 Wireless
6232 NEXTEL COMM NM 29 Wireless
6232 NEXTEL COMM NV 29 Wireless
6232 NEXTEL COMM NY 29 Wireless
6232 NEXTEL COMM OH 29 Wireless
6232 NEXTEL COMM OR 29 Wireless
6232 NEXTEL COMM PA 29 Wireless
6232 NEXTEL COMM RI 29 Wireless
6232 NEXTEL COMM SC 29 Wireless
6232 NEXTEL COMM TN 29 Wireless
6232 NEXTEL COMM TX 29 Wireless
6232 NEXTEL COMM UT 29 Wireless
6232 NEXTEL COMM VA 29 Wireless
6232 NEXTEL COMM WA 29 Wireless
6232 NEXTEL COMM WI 29 Wireless
6232 NEXTEL COMM WY 29 Wireless
6246 AIRTOUCH CELLULAR AZ 29 Wireless
6246 AIRTOUCH CELLULAR CO 29 Wireless
6246 AIRTOUCH CELLULAR IA 29 Wireless
6246 AIRTOUCH CELLULAR ID 29 Wireless
6246 AIRTOUCH CELLULAR MN 29 Wireless
6246 AIRTOUCH CELLULAR ND 29 Wireless
6246 AIRTOUCH CELLULAR NE 29 Wireless
6246 AIRTOUCH CELLULAR NM 29 Wireless
6246 AIRTOUCH CELLULAR OR 29 Wireless
6246 AIRTOUCH CELLULAR UT 29 Wireless
6246 AIRTOUCH CELLULAR WA 29 Wireless
6246 AIRTOUCH CELLULAR WY 29 Wireless
6250 AIRTOUCH CELLULAR IA IA 29 Wireless
6255 AIRTOUCH CELLULAR OR OR 29 Wireless
6261 UNITED STATES CEL CA CA 29 Wireless
6262 UNITED STATES CEL GA GA 29 Wireless
6264 UNITED STATES CEL ID ID 29 Wireless
</TABLE>
30
<PAGE>
Lec_Exhibit_Wout_6000
<TABLE>
<S> <C> <C> <C> <C>
6265 UNITED STATES CEL IL IL 29 Wireless
6266 UNITED STATES CEL IA IA 29 Wireless
6268 UNITED STATES CEL KY KY 29 Wireless
6270 UNITED STATES CEL WA WA 29 Wireless
6271 UNITED STATES CEL TX TX 29 Wireless
6272 UNITED STATES CEL OK KS 29 Wireless
6272 UNITED STATES CEL OK MO 29 Wireless
6272 UNITED STATES CEL OK OK 29 Wireless
6274 UNITED STATES CEL WI WI 29 Wireless
6275 UNITED STATES CEL MO MO 29 Wireless
6277 UNITED STATES CEL IN IN 29 Wireless
6278 UNITED STATES CEL TN GA 29 Wireless
6278 UNITED STATES CEL TN TN 29 Wireless
6280 UNITED STATES CEL FL FL 29 Wireless
6281 UNITED STATES CEL SC SC 29 Wireless
6282 UNITED STATES CEL NC NC 29 Wireless
6283 UNITED STATES CEL VA MD 29 Wireless
6283 UNITED STATES CEL VA VA 29 Wireless
6284 UNITED STATES CEL WV WV 29 Wireless
6285 UNITED STATES CEL OH OH 29 Wireless
6286 UNITED STATES CEL PA PA 29 Wireless
6289 UNITED STATES CEL VT VT 29 Wireless
6290 UNITED STATES CEL NH NH 29 Wireless
6291 UNITED STATES CEL ME ME 29 Wireless
6293 ALLTEL MOBILE COMM FL 29 Wireless
6293 ALLTEL MOBILE COMM GA 29 Wireless
6293 ALLTEL MOBILE COMM WV 29 Wireless
6294 ALLTEL MOBILE COM AR AR 29 Wireless
6294 ALLTEL MOBILE COM AR MO 29 Wireless
6298 ALLTEL MOBILE COM GA GA 29 Wireless
6299 ALLTEL MOBILE COM FL FL 29 Wireless
6300 ALLTEL MOBILE COM NC NC 29 Wireless
6302 ALLTEL MOBILE COM SC SC 29 Wireless
6303 ALLTEL MOBILE COM AL AL 29 Wireless
6305 RADIOFONE INC FL 29 Wireless
6305 RADIOFONE INC LA 29 Wireless
6305 RADIOFONE INC MS 29 Wireless
6305 RADIOFONE INC TX 29 Wireless
6308 CELPAGE GA FL 29 Wireless
6309 AIRTOUCH PAGING CA CA 29 Wireless
6309 AIRTOUCH PAGING CA NV 29 Wireless
6311 AIRTOUCH PAGING TX PA 29 Wireless
6311 AIRTOUCH PAGING TX TX 29 Wireless
6312 AIRTOUCH PAGING GA GA 29 Wireless
6313 AIRTOUCH PAGING KS KS 29 Wireless
6314 AIRTOUCH PAGING KY KY 29 Wireless
6315 AIRTOUCH PAGING MI MI 29 Wireless
6317 AIRTOUCH PAGING CO CO 29 Wireless
6318 AIRTOUCH PAGING WA WA 29 Wireless
6319 AIRTOUCH PAGING OH IN 29 Wireless
6319 AIRTOUCH PAGING OH OH 29 Wireless
6320 AIRTOUCH PAGING IL IL 29 Wireless
</TABLE>
Page 31
<PAGE>
Lec_Exhibit_Wout_6000
<TABLE>
<S> <C> <C> <C> <C>
6321 AIRTOUCH PAGING MO MO 29 Wireless
6322 AIRTOUCH PAGING UT UT 29 Wireless
6323 GTE MOBILNET OF SE IN 29 Wireless
6323 GTE MOBILNET OF SE KY 29 Wireless
6323 GTE MOBILNET OF SE PA 29 Wireless
6323 GTE MOBILNET OF SE TN 29 Wireless
6324 GTE MOBILNET SE NC NC 29 Wireless
6324 GTE MOBILNET SE NC VA 29 Wireless
6325 GTE MOBILNET SE SC SC 29 Wireless
6326 GTE MOBILNET SE GA IA 29 Wireless
6326 GTE MOBILNET SE GA ID 29 Wireless
6326 GTE MOBILNET SE GA WA 29 Wireless
6330 AIRTOUCH PAGING IN 29 Wireless
6330 AIRTOUCH PAGING NC 29 Wireless
6330 AIRTOUCH PAGING NM 29 Wireless
6331 AIRTOUCH PAGING FL FL 29 Wireless
6332 AMERITECH CELL SVCS MO 29 Wireless
6332 AMERITECH CELL SVCS OH 29 Wireless
6333 AMERITECH CELL SV IL IL 29 Wireless
6333 AMERITECH CELL SV IL IN 29 Wireless
6334 AMERITECH CELL SV IN IN 29 Wireless
6335 AMERITECH CELL SV MI MI 29 Wireless
6336 AMERITECH CELL SV KY KY 29 Wireless
6337 AMERITECH CELL SV OH OH 29 Wireless
6338 AMERITECH CELL SV WI WI 29 Wireless
6339 GTE MOBILNET TAMPA FL 29 Wireless
6340 BAY AREA CELL TEL CA 29 Wireless
6342 MESSASG CTR BEEPERS CA 29 Wireless
6342 MESSASG CTR BEEPERS CT 29 Wireless
6342 MESSASG CTR BEEPERS NJ 29 Wireless
6343 SHREVEPORT CELL ONE TX 29 Wireless
6344 SEIKO COMM AMER INC CT 29 Wireless
6347 SEIKO COMM AMER - CA CA 29 Wireless
6348 MAC LAND INC CA 29 Wireless
6348 MAC LAND INC SC 29 Wireless
6349 U S CELLULAR CORP OR OH 29 Wireless
6349 U S CELLULAR CORP OR OR 29 Wireless
6351 PALMER CELL PART FL FL 29 Wireless
6352 PALMER CELL PART GA GA 29 Wireless
6353 PALMER CELL PART AL AL 29 Wireless
6356 SEIKO COMM AMER - NJ NJ 29 Wireless
6358 MOBILEMEDIA COMM INC DE 29 Wireless
6358 MOBILEMEDIA COMM INC MO 29 Wireless
6358 MOBILEMEDIA COMM INC NJ 29 Wireless
6358 MOBILEMEDIA COMM INC NY 29 Wireless
6358 MOBILEMEDIA COMM INC WI 29 Wireless
6359 MOBILEMEDIA COMM CA CA 29 Wireless
6362 CONTACT COMM INC PA 29 Wireless
6364 CONTACT COMM AZ AZ 29 Wireless
6366 CONTACT COMM WI WI 29 Wireless
6370 CONTACT COMM IL IL 29 Wireless
6370 CONTACT COMM IL IN 29 Wireless
</TABLE>
Page 32
<PAGE>
Lec_Exhibit_Wout_6000
<TABLE>
<S> <C> <C> <C> <C>
6371 CONTACT COMM TX TX 29 Wireless
6372 CONTACT COMM CA CA 29 Wireless
6375 CONTACT COMM NJ NJ 29 Wireless
6381 PAGENET AL 29 Wireless
6381 PAGENET AZ 29 Wireless
6381 PAGENET CA 29 Wireless
6381 PAGENET CO 29 Wireless
6381 PAGENET CT 29 Wireless
6381 PAGENET DC 29 Wireless
6381 PAGENET DE 29 Wireless
6381 PAGENET FL 29 Wireless
6381 PAGENET GA 29 Wireless
6381 PAGENET ID 29 Wireless
6381 PAGENET IL 29 Wireless
6381 PAGENET IN 29 Wireless
6381 PAGENET KS 29 Wireless
6381 PAGENET KY 29 Wireless
6381 PAGENET LA 29 Wireless
6381 PAGENET MA 29 Wireless
6381 PAGENET MD 29 Wireless
6381 PAGENET MI 29 Wireless
6381 PAGENET MN 29 Wireless
6381 PAGENET MO 29 Wireless
6381 PAGENET NC 29 Wireless
6381 PAGENET NE 29 Wireless
6381 PAGENET NJ ?9 Wireless
6381 PAGENET NM 29 Wireless
6381 PAGENET NV 29 Wireless
6381 PAGENET NY 29 Wireless
6381 PAGENET OH 29 Wireless
6381 PAGENET OK 29 Wireless
6381 PAGENET OR 29 Wireless
6381 PAGENET PA 29 Wireless
6381 PAGENET RI 29 Wireless
6381 PAGENET SC 29 Wireless
6381 PAGENET TN 29 Wireless
6381 PAGENET TX 29 Wireless
6381 PAGENET UT 29 Wireless
6381 PAGENET VA 29 Wireless
6381 PAGENET WA 29 Wireless
6381 PAGENET WI 29 Wireless
6382 BATON ROUGE CELL TEL LA 29 Wireless
6383 VANGUARD CELL SYS NC FL 29 Wireless
6383 VANGUARD CELL SYS NC KY 29 Wireless
6383 VANGUARD CELL SYS NC ME 29 Wireless
6383 VANGUARD CELL SYS NC NJ 29 Wireless
6383 VANGUARD CELL SYS NC NY 29 Wireless
6383 VANGUARD CELL SYS NC PA 29 Wireless
6383 VANGUARD CELL SYS NC SC 29 Wireless
6383 VANGUARD CELL SYS NC WV 29 Wireless
6384 VANGUARD CELL SYS SC SC 29 Wireless
6385 PAGEMART INC AR 29 Wireless
</TABLE>
Page 33
<PAGE>
Lec_Exhibit_Wout_6000
<TABLE>
<S> <C> <C> <C> <C>
6385 PAGEMART INC AZ 29 Wireless
6385 PAGEMART INC CA 29 Wireless
6385 PAGEMART INC CO 29 Wireless
6385 PAGEMART INC FL 29 Wireless
6385 PAGEMART INC GA 29 Wireless
6385 PAGEMART INC IL 29 Wireless
6385 PAGEMART INC IN 29 Wireless
6385 PAGEMART INC KS 29 Wireless
6385 PAGEMART INC KY 29 Wireless
6385 PAGEMART INC LA 29 Wireless
6385 PAGEMART INC MI 29 Wireless
6385 PAGEMART INC MO 29 Wireless
6385 PAGEMART INC MS 29 Wireless
6385 PAGEMART INC NC 29 Wireless
6385 PAGEMART INC NE 29 Wireless
6385 PAGEMART INC NJ 29 Wireless
6385 PAGEMART INC NM 29 Wireless
6385 PAGEMART INC NV 29 Wireless
6385 PAGEMART INC NY 29 Wireless
6385 PAGEMART INC OH 29 Wireless
6385 PAGEMART INC OK 29 Wireless
6385 PAGEMART INC OR 29 Wireless
6385 PAGEMART INC PA 29 Wireless
6385 PAGEMART INC SC 29 Wireless
6385 PAGEMART INC TN 29 Wireless
6385 PAGEMART INC TX 29 Wireless
6385 PAGEMART INC VA 29 Wireless
6385 PAGEMART INC WA 29 Wireless
6386 BELL ATLANTIC MOBILE GA 29 Wireless
6386 BELL ATLANTIC MOBILE NH 29 Wireless
6386 BELL ATLANTIC MOBILE VA 29 Wireless
6387 BELL ATLANTIC MBL MA MA 29 Wireless
6388 BELL ATLANTIC MBL CT CT 29 Wireless
6389 BELL ATLANTIC MBL RI RI 29 Wireless
6390 BELL ATLANTIC MBL NY NY 29 Wireless
6391 BELL ATLANTIC MBL NJ NJ 29 Wireless
6392 BELL ATLANTIC MBL PA DE 29 Wireless
6392 BELL ATLANTIC MBL PA PA 29 Wireless
6393 BELL ATLANTIC MBL DE DE 29 Wireless
6393 BELL ATLANTIC MBL DE PA 29 Wireless
6394 BELL ATLANTIC MBL WV WV 29 Wireless
6395 BELL ATLANTIC MBL MD MD 29 Wireless
6396 BELL ATLANTIC MBL VA VA 29 Wireless
6397 BELL ATLANTIC MBL NC NC 29 Wireless
6398 BELL ATLANTIC MBL SC SC 29 Wireless
6399 BELL ATLANTIC MBL AZ AZ 29 Wireless
6399 BELL ATLANTIC MBL AZ TX 29 Wireless
6401 BELL ATLANTIC MBL NM NM 29 Wireless
6402 BELL ATLANTIC MBL DC DC 29 Wireless
6403 AGR ELECTRONICS FL 29 Wireless
6404 DIAL PAGE INC FL 29 Wireless
6406 DIAL PAGE FL FL 29 Wireless
</TABLE>
Page 34
<PAGE>
Lec_Exhibit_Wout_6000
<TABLE>
<S> <C> <C> <C> <C>
6407 DIAL PAGE GA GA 29 Wireless
6408 DIAL PAGE NC NC 29 Wireless
6409 DIAL PAGE SC SC 29 Wireless
6410 DIAL PAGE TN TN 29 Wireless
6412 AMERITECH CELL SV MO IL 29 Wireless
6412 AMERITECH CELL SV MO MO 29 Wireless
6416 INDEP CELL NTWK KY KY 29 Wireless
6417 INDEP CELL NTWK OH OH 29 Wireless
6418 INDEP CELL NTWK PA PA 29 Wireless
6420 WMPORT PA 8 CELL -FL PA 29 Wireless
6424 HIGHLAND CELLULAR VA 29 Wireless
6424 HIGHLAND CELLULAR WV 29 Wireless
6425 PAGER ONE OF FL INC FL 29 Wireless
6426 PAGER ONE OF FL FL FL 29 Wireless
6428 PAGER ONE OF FL GA GA 29 Wireless
6432 AMERICAN PER COMM MD MD 29 Wireless
6433 AMERICAN PER COMM VA VA 29 Wireless
6434 AMERICAN PER COMM DC DC 29 Wireless
6435 PAGER ONE OF FL TN TN 29 Wireless
6438 A+ NETWORK - FL FL 29 Wireless
6439 A+ NETWORK - AL AL 29 Wireless
6440 A+ NETWORK - MS MS 29 Wireless
6441 A+ NETWORK - GA GA 29 Wireless
6445 A+ NETWORK - TN TN 29 Wireless
6446 A+ NETWORK - NC NC 29 Wireless
6446 A+ NETWORK - NC SC 29 Wireless
6451 PACIFIC COAST PAGING CA 29 Wireless
6454 360 COMMUNICATION FL FL 29 Wireless
6455 360 COMMUNICATION IL IL 29 Wireless
6456 360 COMMUNICATION IA IA 29 Wireless
6458 360 COMMUNICATION NV NV 29 Wireless
6459 360 COMMUNICATION NC NC 29 Wireless
6460 360 COMMUNICATION OH MI 29 Wireless
6460 360 COMMUNICATION OH OH 29 Wireless
6460 360 COMMUNICATION OH PA 29 Wireless
6461 360 COMMUNICATION TX TX 29 Wireless
6462 360 COMMUNICATION VA TN 29 Wireless
6462 360 COMMUNICATION VA VA 29 Wireless
6462 360 COMMUNICATION VA WV 29 Wireless
6463 360 COMMUNICATION PA PA 29 Wireless
6464 360 COMMUNICATION SC SC 29 Wireless
6465 360 COMMUNICATION IN IN 29 Wireless
6466 360 COMMUNICATION NM NM 29 Wireless
6467 360 COMMUNICATION AL AL 29 Wireless
6468 360 COMMUNICATION TN TN 29 Wireless
6473 WIRELESS ONE HLDG CO FL 29 Wireless
6478 OHIO CELL RSA LP WV WV 29 Wireless
6480 SAN DIEGO PAGING CA 29 Wireless
6480 SAN DIEGO PAGING NV 29 Wireless
6481 PHOENIX TUCSON PAGNG AZ 29 Wireless
6482 SOUTHWEST PAGING CA 29 Wireless
6483 TSR PAGING INC AZ 29 Wireless
</TABLE>
Page 35
<PAGE>
Lec_Exhibit_Wout_6000
<TABLE>
<S> <C> <C> <C> <C>
6483 TSR PAGING INC FL 29 Wireless
6483 TSR PAGING INC MN 29 Wireless
6483 TSR PAGING INC UT 29 Wireless
6483 TSR PAGING INC VA 29 Wireless
6484 TRI STATE RADIO PA AZ 29 Wireless
6484 TRI STATE RADIO PA PA 29 Wireless
6485 TRI STATE RADIO NJ CT 29 Wireless
6485 TRI STATE RADIO NJ NJ 29 Wireless
6489 MOBILEMEDIA COMM TX AR 29 Wireless
6489 MOBILEMEDIA COMM TX OK 29 Wireless
6489 MOBILEMEDIA COMM TX TX 29 Wireless
6490 MOBILEMEDIA COMM NM NM 29 Wireless
6491 HORIZON CELL TEL CO GA 29 Wireless
6491 HORIZON CELL TEL CO KY 29 Wireless
6491 HORIZON CELL TEL CO MD 29 Wireless
6491 HORIZON CELL TEL CO PA 29 Wireless
6493 ARCH SE COMM FL FL 29 Wireless
6494 ARCH SE PAGE SO NC NC 29 Wireless
6495 ARCH SE COM PAGE SC SC 29 Wireless
6496 ARCH SE COMM GA GA 29 Wireless
6497 ARCH SE COMM LA LA 29 Wireless
6498 THE TEL CONN OF L A CA 29 Wireless
6499 VENTURES IN PAGING OK 29 Wireless
6500 CONTEL CELLULAR KY KY 29 Wireless
6502 PCS PRIMECO FL AL 29 Wireless
6502 PCS PRIMECO FL FL 29 Wireless
6504 PCS PRIMECO IL IL 29 Wireless
6504 PCS PRIMECO IL IN 29 Wireless
6504 PCS PRIMECO IL MI 29 Wireless
6505 PCS PRIMECO LA LA 29 Wireless
6506 PCS PRIMECO TX TX 29 Wireless
6507 PCS PRIMECO VA VA 29 Wireless
6508 PCS PRIMECO WI WI 29 Wireless
6509 CENTURY EL CENTRO AZ 29 Wireless
6509 CENTURY EL CENTRO CA 29 Wireless
6510 US UNWIRED INC. IL 29 Wireless
6510 US UNWIRED INC. LA 29 Wireless
6510 US UNWIRED INC. MS 29 Wireless
6511 AMERICAN PAGING INC FL 29 Wireless
6511 AMERICAN PAGING INC IL 29 Wireless
6511 AMERICAN PAGING INC MN 29 Wireless
6511 AMERICAN PAGING INC PA 29 Wireless
6511 AMERICAN PAGING INC TX 29 Wireless
6511 AMERICAN PAGING INC UT 29 Wireless
6511 AMERICAN PAGING INC WI 29 Wireless
6511 AMERICAN PAGING INC WV 29 Wireless
6513 OMNIPOINT COMM INC FL 29 Wireless
6514 RAMCELL OF KENTUCKY KY 29 Wireless
6515 WESTERN WIRELESS CA 29 Wireless
6515 WESTERN WIRELESS CO 29 Wireless
6515 WESTERN WIRELESS IA 29 Wireless
6515 WESTERN WIRELESS ID 29 Wireless
</TABLE>
Page 36
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6515 WESTERN WIRELESS KS 29 Wireless
6515 WESTERN WIRELESS MN 29 Wireless
6515 WESTERN WIRELESS MT 29 Wireless
6515 WESTERN WIRELESS ND 29 Wireless
6515 WESTERN WIRELESS NE 29 Wireless
6515 WESTERN WIRELESS NM 29 Wireless
6515 WESTERN WIRELESS NV 29 Wireless
6515 WESTERN WIRELESS SD 29 Wireless
6515 WESTERN WIRELESS TX 29 Wireless
6515 WESTERN WIRELESS WA 29 Wireless
6515 WESTERN WIRELESS WY 29 Wireless
6516 GTE MOBILNET CA CA 29 Wireless
6516 GTE MOBILNET CA IN 29 Wireless
6516 GTE MOBILNET CA TX 29 Wireless
6517 ASAP PAGING TX TX 29 Wireless
6518 PROGRESSIVE CNPT TX TX 29 Wireless
6520 AT&T WIRELESS CA 29 Wireless
6520 AT&T WIRELESS TX 29 Wireless
6521 METROCALL CA 29 Wireless
6521 METROCALL DC 29 Wireless
6521 METROCALL DE 29 Wireless
6521 METROCALL FL 29 Wireless
6521 METROCALL MD 29 Wireless
6521 METROCALL NJ 29 Wireless
6521 METROCALL NV 29 Wireless
6521 METROCALL NY 29 Wireless
6521 METROCALL PA 29 Wireless
6522 COMM SALES SVCS CSSI TX 29 Wireless
6523 GTE MOBILNET CTL CA CA 29 Wireless
6524 BEEPER SYSTEMS INC TX 29 Wireless
6525 MAP MOBILE COMM INC CA 29 Wireless
6525 MAP MOBILE COMM INC IL 29 Wireless
6525 MAP MOBILE COMM INC NY 29 Wireless
6525 MAP MOBILE COMM INC TX 29 Wireless
6526 CFW CELLULAR INC VA 29 Wireless
6527 DAVE FANT OKLA RADIO OK 29 Wireless
6528 GA IND CELLULAR PLUS GA 29 Wireless
6529 WESTERN PCS CORP AZ 29 Wireless
6529 WESTERN PCS CORP CO 29 Wireless
6529 WESTERN PCS CORP ID 29 Wireless
6529 WESTERN PCS CORP ND 29 Wireless
6529 WESTERN PCS CORP NM 29 Wireless
6529 WESTERN PCS CORP OK 29 Wireless
6529 WESTERN PCS CORP OR 29 Wireless
6529 WESTERN PCS CORP TX 29 Wireless
6529 WESTERN PCS CORP UT 29 Wireless
6529 WESTERN PCS CORP WA 29 Wireless
6529 WESTERN PCS CORP WY 29 Wireless
6530 MOBILFONE MO 29 Wireless
6532 CMT PTNRS CELL ONE KS 29 Wireless
6532 CMT PTNRS CELL ONE MN 29 Wireless
6532 CMT PTNRS CELL ONE MO 29 Wireless
</TABLE>
Page 37
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6534 SW BELL MOB CELL ONE DC 29 Wireless
6534 SW BELL MOB CELL ONE IL 29 Wireless
6534 SW BELL MOB CELL ONE IN 29 Wireless
6534 SW BELL MOB CELL ONE MA 29 Wireless
6534 SW BELL MOB CELL ONE MD 29 Wireless
6534 SW BELL MOB CELL ONE OK 29 Wireless
6534 SW BELL MOB CELL ONE TX 29 Wireless
6534 SW BELL MOB CELL ONE VA 29 Wireless
6534 SW BELL MOB CELL ONE WV 29 Wireless
6535 JACKSON MOBILPHONE TN 29 Wireless
6536 AIRSIGNAL OF CALIF CA 29 Wireless
6537 S&S COMM ALTERNA CEL SD 29 Wireless
6538 DALLAS NEXTFONE SYS TX 29 Wireless
6539 PREFERRED NETWORKS AL 29 Wireless
6539 PREFERRED NETWORKS AZ 29 Wireless
6539 PREFERRED NETWORKS CA 29 Wireless
6539 PREFERRED NETWORKS CO 29 Wireless
6539 PREFERRED NETWORKS CT 29 Wireless
6539 PREFERRED NETWORKS DE 29 Wireless
6539 PREFERRED NETWORKS FL 29 Wireless
6539 PREFERRED NETWORKS GA 29 Wireless
6539 PREFERRED NETWORKS IL 29 Wireless
6539 PREFERRED NETWORKS IN 29 Wireless
6539 PREFERRED NETWORKS MD 29 Wireless
6539 PREFERRED NETWORKS MI 29 Wireless
6539 PREFERRED NETWORKS MN 29 Wireless
6539 PREFERRED NETWORKS MO 29 Wireless
6539 PREFERRED NETWORKS NC 29 Wireless
6539 PREFERRED NETWORKS NJ 29 Wireless
6539 PREFERRED NETWORKS NY 29 Wireless
6539 PREFERRED NETWORKS OH 29 Wireless
6539 PREFERRED NETWORKS OR 29 Wireless
6539 PREFERRED NETWORKS PA 29 Wireless
6539 PREFERRED NETWORKS SC 29 Wireless
6539 PREFERRED NETWORKS TN 29 Wireless
6539 PREFERRED NETWORKS TX 29 Wireless
6539 PREFERRED NETWORKS VA 29 Wireless
6539 PREFERRED NETWORKS WA 29 Wireless
6539 PREFERRED NETWORKS WI 29 Wireless
6540 AIRTOUCH CELL OF GA GA 29 Wireless
6541 ALEXANDRIA CELL LIC LA 29 Wireless
6541 ALEXANDRIA CELL LIC MS 29 Wireless
6541 ALEXANDRIA CELL LIC TX 29 Wireless
6542 CONE CELLULAR MS 29 Wireless
6543 USA MOBILE COMM AL 29 Wireless
6543 USA MOBILE COMM IL 29 Wireless
6543 USA MOBILE COMM IN 29 Wireless
6543 USA MOBILE COMM KY 29 Wireless
6543 USA MOBILE COMM OH 29 Wireless
6543 USA MOBILE COMM PA 29 Wireless
6543 USA MOBILE COMM TN 29 Wireless
6544 TELETOUCH COMM TX TX 29 Wireless
</TABLE>
Page 38
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6545 TELETOUCH COMM MS MS 29 Wireless
6547 CENTURY TEL WIRELESS AR 29 Wireless
6547 CENTURY TEL WIRELESS LA 29 Wireless
6547 CENTURY TEL WIRELESS MI 29 Wireless
6547 CENTURY TEL WIRELESS MS 29 Wireless
6547 CENTURY TEL WIRELESS TX 29 Wireless
6548 PRIORITY COMM INC FL 29 Wireless
6549 NEVADA WIRELESS LA 29 Wireless
6549 NEVADA WIRELESS NJ 29 Wireless
6549 NEVADA WIRELESS NV 29 Wireless
6551 MOBILE COMM MIDSO LA LA 29 Wireless
6553 MOBILE COMM SE - MS NC 29 Wireless
6554 MOBILE COMM SE - GA GA 29 Wireless
6557 SPRINGWICH CELL - CT CT 29 Wireless
6558 SPRINGWICH CELL - MA MA 29 Wireless
6562 MOBILEMEDIA COMM MO CA 29 Wireless
6562 MOBILEMEDIA COMM MO MO 29 Wireless
6562 MOBILEMEDIA COMM MO VA 29 Wireless
6564 COMMNET CELLULAR-MT MT 29 Wireless
6565 COMMNET CELLULAR-ID ID 29 Wireless
6566 COMMNET CELLULAR-WY WY 29 Wireless
6567 COMMNET CELLULAR-CO CO 29 Wireless
6567 COMMNET CELLULAR-CO UT 29 Wireless
6568 COMMNET CELLULAR-ND ND 29 Wireless
6569 COMMNET CELLULAR-SD SD 29 Wireless
6570 COMMNET CELLULAR-IA IA 29 Wireless
6571 COMMNET CELLULAR-UT UT 29 Wireless
6572 COMMNET CELLULAR-AZ AZ 29 Wireless
6573 COMMNET CELLULAR-NM NM 29 Wireless
6575 MOBILECOMM FL FL 29 Wireless
6577 MOBILECOMM FL - FL FL 29 Wireless
6578 PARKWAY PAGING INC TX 29 Wireless
6579 INNOTECH CORPORATION IL 29 Wireless
6580 HOLSUM-CAPROCK COMM CA 29 Wireless
6580 HOLSUM-CAPROCK COMM NM 29 Wireless
6581 TELEPAK, INC. MS 29 Wireless
6583 SANTA CRUZ CELL TEL CA 29 Wireless
6584 THE WESTLINK COMPANY AZ 29 Wireless
6584 THE WESTLINK COMPANY CA 29 Wireless
6584 THE WESTLINK COMPANY CO 29 Wireless
6584 THE WESTLINK COMPANY IA 29 Wireless
6584 THE WESTLINK COMPANY MN 29 Wireless
6584 THE WESTLINK COMPANY NE 29 Wireless
6584 THE WESTLINK COMPANY NM 29 Wireless
6584 THE WESTLINK COMPANY OR 29 Wireless
6584 THE WESTLINK COMPANY WA 29 Wireless
6586 PAGECELL INC CA CA 29 Wireless
6588 PAGEPROMPT INC CA 29 Wireless
6589 SOURCE ONE WIRELESS GA 29 Wireless
6589 SOURCE ONE WIRELESS IL 29 Wireless
6589 SOURCE ONE WIRELESS IN 29 Wireless
6589 SOURCE ONE WIRELESS MI 29 Wireless
</TABLE>
Page 39
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6589 SOURCE ONE WIRELESS WI 29 Wireless
6590 AWESOME PAGING INC TX 29 Wireless
6591 TELETOUCH COMM INC AR 29 Wireless
6591 TELETOUCH COMM INC OK 29 Wireless
6593 S AL CEL FRONTIER CL AL 29 Wireless
6595 RAM TECHNOLOGIES KY KY 29 Wireless
6596 RAM TECHNOLOGIES OH OH 29 Wireless
6597 RAM TECHNOLOGIES -WV WV 29 Wireless
6601 EL PASO CELL TEL CO TX 29 Wireless
6602 MOBILE COMM OF TN TN 29 Wireless
6603 VALLEY TELECOMM CO AZ 29 Wireless
6604 CAL-ONE CELLULAR LP CA 29 Wireless
6605 PASS WORD INC WA 29 Wireless
6606 PAGE EXPRESS INC GA 29 Wireless
6607 LEWIS PAGING GA 29 Wireless
6608 CONTEL CELLULAR INC AL 29 Wireless
6608 CONTEL CELLULAR INC FL 29 Wireless
6608 CONTEL CELLULAR INC IL 29 Wireless
6608 CONTEL CELLULAR INC NM 29 Wireless
6608 CONTEL CELLULAR INC TX 29 Wireless
6608 CONTEL CELLULAR INC VA 29 Wireless
6609 TRITON COMM LLC OR 29 Wireless
6610 MINN SO CELLULAR TEL MN 29 Wireless
6611 PLATEAU CELL NETWK NM 29 Wireless
6611 PLATEAU CELL NETWK TX 29 Wireless
6612 PROTECOM ATLANTA INC FL 29 Wireless
6612 PROTECOM ATLANTA INC GA 29 Wireless
6613 CONTACT PAGING OF CO CO 29 Wireless
6614 COEUR D ALENE ANS SV ID 29 Wireless
6615 BEEPER EXPRESS INC FL 29 Wireless
6616 GREAT AM ENTP MPW PG AL 29 Wireless
6616 GREAT AM ENTP MPW PG GA 29 Wireless
6617 BAKERS ELECTRON COMM CA 29 Wireless
6617 BAKERS ELECTRON COMM FL 29 Wireless
6619 DIGI-PAGELLP KS 29 Wireless
6619 DIGI-PAGELLP OK 29 Wireless
6620 PUBLIC SERVICE CELL AL 29 Wireless
6620 PUBLIC SERVICE CELL GA 29 Wireless
6622 OMNIPOINT COMM NY NY 29 Wireless
6623 OMNIPOINT COMM NJ NJ 29 Wireless
6624 OMNIPOINT COMM CT CT 29 Wireless
6626 OMNIPOINT COMM PA PA 29 Wireless
6627 DELTA TELEPAGE INC MS 29 Wireless
6628 MERRYVL DBA BEST PGE GA 29 Wireless
6629 MICHIANA METRONET IL 29 Wireless
6629 MICHIANA METRONET IN 29 Wireless
6629 MICHIANA METRONET MI 29 Wireless
6630 MOBILECOMM AL 29 Wireless
6630 MOBILECOMM CO 29 Wireless
6630 MOBILECOMM CT 29 Wireless
6630 MOBILECOMM FL 29 Wireless
6630 MOBILECOMM GA 29 Wireless
</TABLE>
Page 40
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6630 MOBILECOMM ID 29 Wireless
6630 MOBILECOMM KS 29 Wireless
6630 MOBILECOMM LA 29 Wireless
6630 MOBILECOMM MD 29 Wireless
6630 MOBILECOMM MN 29 Wireless
6630 MOBILECOMM MO 29 Wireless
6630 MOBILECOMM MS 29 Wireless
6630 MOBILECOMM NC 29 Wireless
6630 MOBILECOMM NJ 29 Wireless
6630 MOBILECOMM OH 29 Wireless
6630 MOBILECOMM PA 29 Wireless
6630 MOBILECOMM SC 29 Wireless
6630 MOBILECOMM TN 29 Wireless
6630 MOBILECOMM TX 29 Wireless
6630 MOBILECOMM UT 29 Wireless
6630 MOBILECOMM WI 29 Wireless
6631 TSR PAGING VA VA 29 Wireless
6635 TSR PAGING MD MD 29 Wireless
6638 TSR PAGING TX TX 29 Wireless
6640 TSR PAGING NV NV 29 Wireless
6641 TSR PAGING IL IL 29 Wireless
6641 TSR PAGING IL IN 29 Wireless
6662 ADV WIRELESS NTWK LA 29 Wireless
6663 OK CELLULAR OK 29 Wireless
6664 SPRINT SPECTRUM LP AL 29 Wireless
6664 SPRINT SPECTRUM LP AR 29 Wireless
6664 SPRINT SPECTRUM LP AZ 29 Wireless
6664 SPRINT SPECTRUM LP CA 29 Wireless
6664 SPRINT SPECTRUM LP CO 29 Wireless
6664 SPRINT SPECTRUM LP CT 29 Wireless
6664 SPRINT SPECTRUM LP DE 29 Wireless
6664 SPRINT SPECTRUM LP FL 29 Wireless
6664 SPRINT SPECTRUM LP IA 29 Wireless
6664 SPRINT SPECTRUM LP ID 29 Wireless
6664 SPRINT SPECTRUM LP IL 29 Wireless
6664 SPRINT SPECTRUM LP IN 29 Wireless
6664 SPRINT SPECTRUM LP KS 29 Wireless
6664 SPRINT SPECTRUM LP KY 29 Wireless
6664 SPRINT SPECTRUM LP LA 29 Wireless
6664 SPRINT SPECTRUM LP MA 29 Wireless
6664 SPRINT SPECTRUM LP ME 29 Wireless
6664 SPRINT SPECTRUM LP MI 29 Wireless
6664 SPRINT SPECTRUM LP MN 29 Wireless
6664 SPRINT SPECTRUM LP MO 29 Wireless
6664 SPRINT SPECTRUM LP NE 29 Wireless
6664 SPRINT SPECTRUM LP NH 29 Wireless
6664 SPRINT SPECTRUM LP NJ 29 Wireless
6664 SPRINT SPECTRUM LP NY 29 Wireless
6664 SPRINT SPECTRUM LP OH 29 Wireless
6664 SPRINT SPECTRUM LP OK 29 Wireless
6664 SPRINT SPECTRUM LP OR 29 Wireless
6664 SPRINT SPECTRUM LP PA 29 Wireless
</TABLE>
Page 41
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6664 SPRINT SPECTRUM LP RI 29 Wireless
6664 SPRINT SPECTRUM LP TN 29 Wireless
6664 SPRINT SPECTRUM LP TX 29 Wireless
6664 SPRINT SPECTRUM LP UT 29 Wireless
6664 SPRINT SPECTRUM LP WA 29 Wireless
6664 SPRINT SPECTRUM LP WI 29 Wireless
6665 NC 4 CELL DBA CELL 1 NC 29 Wireless
6665 NC 4 CELL DBA CELL 1 SC 29 Wireless
6667 COMCAST CELLULAR PA PA 29 Wireless
6668 COMCAST CELLULAR NJ NJ 29 Wireless
6669 COMCAST CELLULAR DE DE 29 Wireless
6670 COMCAST CELLULAR MD MD 29 Wireless
6671 SBC MOBILE SYSTEMS AR 29 Wireless
6671 SBC MOBILE SYSTEMS IL 29 Wireless
6671 SBC MOBILE SYSTEMS KS 29 Wireless
6671 SBC MOBILE SYSTEMS MO 29 Wireless
6671 SBC MOBILE SYSTEMS TX 29 Wireless
6672 PACIFIC BELL MOBILE CA 29 Wireless
6672 PACIFIC BELL MOBILE NV 29 Wireless
6673 GTE WIRELESS MIDSO TN 29 Wireless
6674 RSA DBA CELLULAR 29 IA 29 Wireless
6675 FIRST CELLULAR OMAHA NE 29 Wireless
6676 NEBRASKA CELL TELE NE 29 Wireless
6677 DOBSON CELL SYS INC KS 29 Wireless
6677 DOBSON CELL SYS INC OK 29 Wireless
6678 INFO PAGE GA 29 Wireless
6681 SOUTHWESTERN BELL SV AR 29 Wireless
6681 SOUTHWESTERN BELL SV OK 29 Wireless
6682 RAMCELL OF OREGON OR 29 Wireless
6683 CONTACT COMM GA GA 29 Wireless
6684 CONTACT COMM NC AL 29 Wireless
6684 CONTACT COMM NC FL 29 Wireless
6684 CONTACT COMM NC GA 29 Wireless
6684 CONTACT COMM NC NC 29 Wireless
6684 CONTACT COMM NC SC 29 Wireless
6685 CONTACT COMM SC MD 29 Wireless
6685 CONTACT COMM SC NJ 29 Wireless
6685 CONTACT COMM SC SC 29 Wireless
6686 HEARTLAND COMM - IL IL 29 Wireless
6686 HEARTLAND COMM - IL IN 29 Wireless
6686 HEARTLAND COMM - IL MN 29 Wireless
6686 HEARTLAND COMM - IL WI 29 Wireless
6687 SHENANDOAH PER COMM MD 29 Wireless
6687 SHENANDOAH PER COMM PA 29 Wireless
6687 SHENANDOAH PER COMM VA 29 Wireless
6687 SHENANDOAH PER COMM WV 29 Wireless
6688 GEN PAGING & TELECOM FL 29 Wireless
6689 EASTERN WIRELESS WV 29 Wireless
6690 NATIONPAGE INC PA 29 Wireless
6691 COX CALIF PCS INC CA 29 Wireless
6691 COX CALIF PCS INC NV 29 Wireless
6692 NEW CELL DBA CELLCOM IA 29 Wireless
</TABLE>
Page 42
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6692 NEW CELL DBA CELLCOM MI 29 Wireless
6692 NEW CELL DBA CELLCOM WI 29 Wireless
6694 AMERICAN RURAL CELL NC 29 Wireless
6694 AMERICAN RURAL CELL SC 29 Wireless
6694 AMERICAN RURAL CELL UT 29 Wireless
6695 RANGE TELECOMM GA 29 Wireless
6695 RANGE TELECOMM MI 29 Wireless
6695 RANGE TELECOMM NC 29 Wireless
6695 RANGE TELECOMM SC 29 Wireless
6697 R F COMMUNICATIONS DC 29 Wireless
6697 R F COMMUNICATIONS MD 29 Wireless
6697 R F COMMUNICATIONS PA 29 Wireless
6698 CELLULAR PAGE GA 29 Wireless
6698 CELLULAR PAGE TN 29 Wireless
6699 BELLSOUTH PRSNL COMM GA 29 Wireless
6699 BELLSOUTH PRSNL COMM IN 29 Wireless
6699 BELLSOUTH PRSNL COMM KY 29 Wireless
6699 BELLSOUTH PRSNL COMM NC 29 Wireless
6699 BELLSOUTH PRSNL COMM SC 29 Wireless
6699 BELLSOUTH PRSNL COMM TN 29 Wireless
6699 BELLSOUTH PRSNL COMM VA 29 Wireless
6700 SO OH COMM SVCS INC OH 29 Wireless
6701 AERIAL COMMUNICATION FL 29 Wireless
6701 AERIAL COMMUNICATION IL 29 Wireless
6701 AERIAL COMMUNICATION KS 29 Wireless
6701 AERIAL COMMUNICATION MN 29 Wireless
6701 AERIAL COMMUNICATION MO 29 Wireless
6701 AERIAL COMMUNICATION OH 29 Wireless
6701 AERIAL COMMUNICATION PA 29 Wireless
6701 AERIAL COMMUNICATION TX 29 Wireless
6701 AERIAL COMMUNICATION WI 29 Wireless
6702 STANDARD ELECTRONICS GA 29 Wireless
6703 SUPER COM INC MI 29 Wireless
6704 METRO BEEPER SVCS TN 29 Wireless
6706 POINT TO POINT GA GA 29 Wireless
6708 DULUTH SUPERIOR CELL MN 29 Wireless
6708 DULUTH SUPERIOR CELL WI 29 Wireless
6709 ERIE CELL TEL CO PA 29 Wireless
6710 NO WASH PARTNERSHIP WA 29 Wireless
6711 RCC PA DBA BEEPER PA 29 Wireless
6712 PACIFIC TEL CELL WI MI 29 Wireless
6712 PACIFIC TEL CELL WI WI 29 Wireless
6713 ACTION PAGE INC CO 29 Wireless
6714 BEEP-NET FL 29 Wireless
6715 MOBILECOMM NE IL 29 Wireless
6715 MOBILECOMM NE MI 29 Wireless
6716 CELLULAR ONE KOKOMO IN 29 Wireless
6716 THUMB CELLULAR LTD MI 29 Wireless
6719 AIRSTAR PAGING CA 29 Wireless
6720 MULTI COMPUTER SYS IL 29 Wireless
6721 NATIONWIDE PAGING Az 29 Wireless
6721 NATIONWIDE PAGING CA 29 Wireless
</TABLE>
Page 43
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6721 NATIONWIDE PAGING NV 29 Wireless
6722 GTE MOBILNET OH OH 29 Wireless
6723 ALPHA CELLULAR IN 29 Wireless
6724 INSTANT PAGE INC MI 29 Wireless
6725 GTE MOBILNET IN IA 29 Wireless
6725 GTE MOBILNET IN IL 29 Wireless
6725 GTE MOBILNET IN IN 29 Wireless
6725 GTE MOBILNET IN KY 29 Wireless
6725 GTE MOBILNET IN OH 29 Wireless
6725 GTE MOBILNET IN PA 29 Wireless
6726 DIGICOMM COMM INC TX 29 Wireless
6727 AIRTOUCH PAGING IA IA 29 Wireless
6728 AIRTOUCH PAGING NE NE 29 Wireless
6729 ARCH MICHIGAN INC MI 29 Wireless
6730 THE BEEPER COMPANY TX 29 Wireless
6731 BECKER BEEPER INC IL IL 29 Wireless
6732 BECKER BEEPER INC WI WI 29 Wireless
6734 GENERAL COMM & ELEC NY 29 Wireless
6735 COMMUNITRONICS INC MS 29 Wireless
6736 SOUTH TEXAS PAGING TX 29 Wireless
6737 TEXAS INSTRUMENTS TX 29 Wireless
6738 MINNCOMM MN 29 Wireless
6739 SCHUYLKILL MOBL FONE PA 29 Wireless
6740 FIRST CELLULAR OF MD WV 29 Wireless
6742 VIRGINIA CELLULAR VA 29 Wireless
6744 SOUTHERN COMM SVCS AL 29 Wireless
6744 SOUTHERN COMM SVCS FL 29 Wireless
6744 SOUTHERN COMM SVCS GA 29 Wireless
6744 SOUTHERN COMM SVCS MS 29 Wireless
6745 MORAINE RADIO WI 29 Wireless
6746 MID-TEX CELLULAR INC TX 29 Wireless
6748 DON CLARK'S RADIO ID 29 Wireless
6749 TELEBEEPER OF NM NM 29 Wireless
6750 POCKET COMM NV 29 Wireless
6751 RADIO-COMM MO 29 Wireless
6752 MULTIPAGE INC KY 29 Wireless
6753 ELECTRONIC ENG CO IA 29 Wireless
6754 PRIORITY PAGING, INC FL 29 Wireless
6756 CONTACT COMM NM NM 29 Wireless
6757 CONTACT PAGING OF TX TX 29 Wireless
6758 COMMTRONIX AR 29 Wireless
6759 SUPERBEEPER ELEC II FL 29 Wireless
6761 ANSWER USA IL 29 Wireless
6762 CELLULAR PROPERTIES IL 29 Wireless
6763 CRYSTYAN PAGING NTWK FL 29 Wireless
6766 BUSINESS SVCS CENTER WI 29 Wireless
6768 SUNSET COAST PAGING MI 29 Wireless
6769 NOVACOM INC IL 29 Wireless
6770 PAGESTAR FL 29 Wireless
6771 PORTA-PHONE AL 29 Wireless
6771 PORTA-PHONE FL 29 Wireless
6771 PORTA-PHONE GA 29 Wireless
</TABLE>
Page 44
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6773 ONQUE COMM OK 29 Wireless
6777 TRIAD CELLULAR UT LP AZ 29 Wireless
6777 TRIAD CELLULAR UT LP UT 29 Wireless
6779 TRIAD TEXAS L. P. TX 29 Wireless
6781 TRIAD MN L. P. MN 29 Wireless
6782 NO AMERICAN CELLULAR ID 29 Wireless
6783 CABLE & COMM CORP MT 29 Wireless
6784 LAKE HURON CELLULAR MI 29 Wireless
6785 EARHART COMM INC TN 29 Wireless
6786 B&M COMMUNICATIONS MS 29 Wireless
6788 CELL PTNR LAMAR AL 29 Wireless
6788 CELL PTNR LAMAR NY 29 Wireless
6789 BEEPERMART INC IL 29 Wireless
6790 PAGERS UNLIMITED LA 29 Wireless
6791 GILRO CELLULAR CORP MI 29 Wireless
6792 SATELINK PAGING INC GA 29 Wireless
6793 EASY COMM BEEPERS NV 29 Wireless
6794 KELLEY'S TELECOMM WA 29 Wireless
6795 INDIANA PAGING NTWK IN 29 Wireless
6796 AIRTOUCH PAGING LA LA 29 Wireless
6799 DURANGO CELL TEL CO CO 29 Wireless
6800 TRINITY INTERNTL NJ 29 Wireless
6801 ADVANTAGE COMM INC NJ 29 Wireless
6802 MULTI-CHANNEL SYS TX 29 Wireless
6803 COMSERV CO TN 29 Wireless
6804 GTE MOBILNET BRGHM AL 29 Wireless
6805 GTE MOBILNET HTSVL AL 29 Wireless
6806 AMERICELL COMMS WA 29 Wireless
6807 NORTHLAND CELL CORP WV 29 Wireless
6808 WAYNE MARKIS HNDY PG AZ 29 Wireless
6809 MPF INC FUTURE COMM MN 29 Wireless
6810 REDI-CALL COMM CO DE 29 Wireless
6810 REDI-CALL COMM CO PA 29 Wireless
6811 MOBILE COMM BLNG GRN KY 29 Wireless
6812 MERCURY COMM COMPANY IL 29 Wireless
6812 MERCURY COMM COMPANY NJ 29 Wireless
6813 SYGNET COMMUNICATION OH 29 Wireless
6813 SYGNET COMMUNICATION PA 29 Wireless
6814 WOOD COMM / CELLPAGE KY 29 Wireless
6814 WOOD COMM / CELLPAGE TN 29 Wireless
6815 CELL XL ASSC LP W MS 29 Wireless
6817 OMNIPOINT COMM DE DE 29 Wireless
6818 FROMM SERVICES, INC. WI 29 Wireless
6819 WAUSAU CELL LICENSE WI 29 Wireless
6820 TX COMM INC TX 29 Wireless
6821 MCMANUS COMM AR 29 Wireless
6822 VIRGINIA PCS ALLIANC VA 29 Wireless
6822 VIRGINIA PCS ALLIANC WV 29 Wireless
6823 TX COMM OF AUSTIN TX 29 Wireless
6824 ALLSAFE PAGING SYS. FL 29 Wireless
6825 CELL MOBL SYS ST CLD MN 29 Wireless
6826 TRILLIUM CELL CORP. MI 29 Wireless
</TABLE>
Page 45
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6827 GTE MOBILNET VA VA 29 Wireless
6828 CELLULAR PAGING USA IL 29 Wireless
6829 FREE BEEPER, INC. UT 29 Wireless
6830 SUPERIOR COMM TECH NJ 29 Wireless
6831 CITIZENS MOHAVE CELL AZ 29 Wireless
6832 NEXTWAVE WIRELESS CA 29 Wireless
6832 NEXTWAVE WIRELESS CO 29 Wireless
6832 NEXTWAVE WIRELESS DC 29 Wireless
6832 NEXTWAVE WIRELESS MA 29 Wireless
6832 NEXTWAVE WIRELESS NV 29 Wireless
6832 NEXTWAVE WIRELESS TX 29 Wireless
6833 HELMSCO INC TX 29 Wireless
6834 WIRELESS 2000 TEL CO KY 29 Wireless
6836 ARCH SE COMM MS MS 29 Wireless
6837 JSM TELE-PAGE INC WI 29 Wireless
6838 MERETEL COMM LTD LA 29 Wireless
6838 MERETEL COMM LTD TX 29 Wireless
6839 UNICOM PGING NTWKTX TX 29 Wireless
6840 PAGING TUSLA, INC. OK 29 Wireless
6841 R AND G DISTRIBUTORS FL 29 Wireless
6842 CELLPAGE OF MINDEN LA 29 Wireless
6843 EXECUTIVE ELEC & COM FL 29 Wireless
6844 METROTEL MO 29 Wireless
6844 METROTEL TX 29 Wireless
6845 MID-ST PG/MBL RELAY NJ 29 Wireless
6846 PCS ONE PA 29 Wireless
6847 SUBURGAN PAGING DE 29 Wireless
6848 A BEEP LLC IL 29 Wireless
6849 ABC PAGING INC FL 29 Wireless
6850 INLAND CELLULAR TEL ID 29 Wireless
6850 INLAND CELLULAR TEL WA 29 Wireless
6851 KANSAS PERSONAL COMM KS 29 Wireless
6853 BAY STAR SATELLITE TX 29 Wireless
6854 RADIOCALL SVC & SYS CA 29 Wireless
6855 OMNIPOINT COMM KS KS 29 Wireless
6857 PAGE NEW ENGLAND CT 29 Wireless
6858 TOTAL COMM SYSTEMS SC 29 Wireless
6859 NORTH ALABAMA CELL AL 29 Wireless
6860 STAR NET PAGING INC TX 29 Wireless
6861 VIRGINIA 10 RSA LTD VA 29 Wireless
6862 VALUE PAGE INC AL 29 Wireless
6862 VALUE PAGE INC MS 29 Wireless
6863 AlR FREE PAGING IL 29 Wireless
6864 PAGEPRO CORPORATION TN 29 Wireless
6865 WESTAR COMMUNICATION KS 29 Wireless
6866 SHEETS COMMUNICATION GA 29 Wireless
6868 ONE CALL, LLC TN 29 Wireless
6869 PAGING DIMENSIONS CA 29 Wireless
6870 MOBILE ELECTRONICS KS 29 Wireless
6871 DlAL-A-BEEPER, INC. NJ 29 Wireless
6873 LlTELCO COMM INC NJ 29 Wireless
6874 CELL ONE OF NE CO CO 29 Wireless
</TABLE>
Page 46
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6875 US WEST COMM WLS AZ 29 Wireless
6875 US WEST COMM WLS CO 29 Wireless
6875 US WEST COMM WLS OR 29 Wireless
6875 US WEST COMM WLS WA 29 Wireless
6876 GRANDE COMMUNICATION TX 29 Wireless
6877 K T W INTL CORP NJ 29 Wireless
6877 K T W INTL CORP NY 29 Wireless
6878 CAPITOL RADIOTEL WV 29 Wireless
6879 DATA PAGE, INC. KY 29 Wireless
6880 PRO PAGE PARTNERS TN 29 Wireless
6881 MOBILE PARTNERS CORP NJ 29 Wireless
6881 MOBILE PARTNERS CORP NY 29 Wireless
6883 SOUTHERN WIRELESS LP GA 29 Wireless
6883 SOUTHERN WIRELESS LP SC 29 Wireless
6884 AMRO CELLULAR CORP PA 29 Wireless
6885 SHARP COMMUNICATIONS AL 29 Wireless
6886 VERSATEL COMMUNICATN WY 29 Wireless
6887 BUNYON CELL CORP MN 29 Wireless
6888 CENTRAL KY CELL CORP KY 29 Wireless
6889 OMNIPOINT COMM - MA MA 29 Wireless
6889 OMNIPOINT COMM - MA NH 29 Wireless
6889 OMNIPOINT COMM - MA RI 29 Wireless
6890 RAINBOW PAGING INC FL 29 Wireless
6894 OKLAHOMA RSA 2 PTNSP OK 29 Wireless
6895 ENID MSA PARTNERSHIP OK 29 Wireless
6896 WIRELESS NORTH, INC. MN 29 Wireless
6896 WIRELESS NORTH, INC. ND 29 Wireless
6897 BMCT, L.P. OR 29 Wireless
6897 BMCT, L.P. WA 29 Wireless
6898 CHILL CELLULAR CORP OH 29 Wireless
6899 MINNESOTA SIX CELL MN 29 Wireless
6900 ELECTRONIC SYSTEMS PA 29 Wireless
6901 IN-TOUCH COMMUNICATN TX 29 Wireless
6903 NPI WIRELESS MI 29 Wireless
6905 MONTANA WIRELESS PCS MT 29 Wireless
6906 NETWORK SERVICES LLC CA 29 Wireless
6907 COMMUNICATIONS UNLIM CO 29 Wireless
6908 TOUCH TONE INTERACTV AZ 29 Wireless
6909 ALGER COMM MI 29 Wireless
6911 AMERIPAGE, INC. FL 29 Wireless
6912 ATLAS MOBILFONE INC MO 29 Wireless
6913 EXPRESS MESSAGE CORP TX 29 Wireless
6914 A BEEP AWAY NC 29 Wireless
6916 DIGIPH PCS, INC. AL 29 Wireless
6916 DIGIPH PCS, INC. FL 29 Wireless
6916 DIGIPH PCS, INC. MS 29 Wireless
6917 LEFLORE COMM MS 29 Wireless
6918 WINSOME PAGING NJ 29 Wireless
6919 PAGING PARTNERS CORP NJ 29 Wireless
6921 CONESTOGA WIRELESS PA 29 Wireless
6922 3 RIVERS PCS, INC. MT 29 Wireless
6923 TELETEC COMM MS 29 Wireless
</TABLE>
Page 47
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6924 MRCC,INC. ME 29 Wireless
6925 COMSCAPE HOLDING WV 29 Wireless
6926 COMM EQUIP AND SVCS NV 29 Wireless
6927 DIGITCOM SVCS CA 29 Wireless
6928 TELEPERSONAL COMM FL 29 Wireless
6929 TRANSIT COMM USA L P GA 29 Wireless
6931 ALLTEL COMM FL 29 Wireless
6931 ALLTEL COMM NC 29 Wireless
6931 ALLTEL COMM SC 29 Wireless
6931 ALLTEL COMM TN 29 Wireless
6932 DOUGLAS TELECOMM IL 29 Wireless
6934 AIRPHONE, INC. KS 29 Wireless
6935 ADVANTAGE CELLULAR TN 29 Wireless
6936 QUICK COMM MS 29 Wireless
6937 METRO COMM SVCS MS 29 Wireless
6938 BUSINESS RADIO SVCS NC 29 Wireless
6939 MIDWEST WIRELESS COM MN 29 Wireless
6940 APPALACHIAN CELLULAR KY 29 Wireless
6941 WEST CENTRAL CELL TX 29 Wireless
6943 CELLULAR ONE SYRACUS NY 29 Wireless
6944 PANHANDLE TELECOMM KS 29 Wireless
6946 BAILEYS COMM & ELEC GA 29 Wireless
6947 WCS COMMUNICATIONS TX 29 Wireless
6948 BELLSOUTH WIRELESS FL 29 Wireless
6949 POKA LAMBRO PRCS,INC TX 29 Wireless
6950 COOK TELECOM, INC. CA 29 Wireless
6951 ALL FLORIDA PAGING FL 29 Wireless
6953 HORIZON PERSONL COMM OH 29 Wireless
6953 HORIZON PERSONL COMM WV 29 Wireless
6955 ENTERPRISE COMM AL 29 Wireless
6955 ENTERPRISE COMM GA 29 Wireless
6956 WIRELESS ALLIANCE MN 29 Wireless
6956 WIRELESS ALLIANCE ND 29 Wireless
6956 WIRELESS ALLIANCE WI 29 Wireless
6957 CHIPPEWA CELL CORP WI 29 Wireless
6959 UPSTATE CELL NETWORK NY 29 Wireless
6963 VILAS CELLULAR CORP WI 29 Wireless
6967 PAGING PLUS CA 29 Wireless
6968 CELLULAR ONE BUFFALO NY 29 Wireless
6969 CELL ONE ROCHESTER NY 29 Wireless
6970 CELLULAR ONE ALBANY NY 29 Wireless
6972 GULFCOAST PAGING INC FL 29 Wireless
6973 GEORGFIA INDEP PCS GA 29 Wireless
6974 SAVANNAH INDEP PCS GA 29 Wireless
6977 MOBILETEL, INC. LA 29 Wireless
6978 PAGING USA IN 29 Wireless
6979 MERCURY MOBILITY LA 29 Wireless
6980 MOUNTAIN CELLULAR CA 29 Wireless
6981 ATLANTIC CELL CO L.P MA 29 Wireless
6981 ATLANTIC CELL CO L.P NH 29 Wireless
6981 ATLANTIC CELL CO L.P NY 29 Wireless
6981 ATLANTIC CELL CO L.P VT 29 Wireless
</TABLE>
Page 48
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6982 BROOKINGS MUNICIP.UT SD 29 Wireless
6987 CELLULAR PACIFIC CA 29 Wireless
6988 ADVANCED PAGING TX 29 Wireless
6989 21 ST CENTURY WRL GRP AR 29 Wireless
6990 AIR PAGE WI 29 Wireless
6992 TELEPAGE COMM SYS TN 29 Wireless
6992 TELEPAGE COMM SYS WV 29 Wireless
6994 MAIN WIRELESS L.P. ME 29 Wireless
6999 CENTRAL WIRELESS PRT CA 29 Wireless
6375 CONTACT COMM NJ NY 29 Wireless
6408 DIAL PAGE NC MS 29 Wireless
6438 A+ NETWORK - FL LA 29 Wireless
6438 A+ NETWORK - FL TN 29 Wireless
6440 A+ NETWORK - MS GA 29 Wireless
6440 A+ NETWORK - MS LA 29 Wireless
6468 360 COMMUNICATION TN VA 29 Wireless
6551 MOBILECOMM MIDSO LA TN 29 Wireless
6553 MOBILE COMM SE - MS MS 29 Wireless
6553 MOBILE COMM SE - MS TN 29 Wireless
6683 CONTACT COMM GA NV 29 Wireless
6721 NATIONWIDE PAGING NY 29 Wireless
6738 MINNCOMM MO 29 Wireless
6803 COMSERV CO NY 29 Wireless
6836 ARCH SE COMM MS LA 29 Wireless
6854 RADIOCALL SVC & SYS NY 29 Wireless
6867 SO IL RAS PARTNERSHIP NY 29 Wireless
6031 AMER MOBILEPHONE PAG AL 29 Wireless
6093 KNOLOGY SO CAROLINA SC 29 Wireless
6373 CONTACT COMM FL FL 29 Wireless
6407 DIAL PAGE GA MS 29 Wireless
6553 MOBILE COMM SE - MS GA 29 Wireless
6679 BLUE RIDGE CELLULAR NC 29 Wireless
6000 AMERITECH MOBILE PA 29 Wireless
6000 AMERITECH MOBILE WI 29 Wireless
6008 METROPLEX CELL TEL TX 29 Wireless
6010 AT&T WIRELESS SVCS AL 29 Wireless
6010 AT&T WIRELESS SVCS IA 29 Wireless
6010 AT&T WIRELESS SVCS NE 29 Wireless
6010 AT&T WIRELESS SVCS NM 29 Wireless
6010 AT&T WIRELESS SVCS SD 29 Wireless
6010 AT&T WIRELESS SVCS WY 29 Wireless
6017 CHASE TELECOMM INC AL 29 Wireless
6017 CHASE TELECOMM INC GA 29 Wireless
6017 CHASE TELECOMM INC NC 29 Wireless
6024 RURAL CELL CORP IA 29 Wireless
6024 RURAL CELL CORP MT 29 Wireless
6024 RURAL CELL CORP ND 29 Wireless
6024 RURAL CELL CORP NE 29 Wireless
6024 RURAL CELL CORP WI 29 Wireless
6024 RURAL CELL CORP WY 29 Wireless
6025 CELLULAR ONE - OH MI 29 Wireless
6036 D2 WIRELESS INC CT 29 Wireless
</TABLE>
Page 49
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6036 D2 WIRELESS INC NY 29 Wireless
6147 ADVANCED COMM TX 29 Wireless
6170 WIRELESS II, LLC CO 29 Wireless
6170 WIRELESS II, LLC IA 29 Wireless
6170 WIRELESS II, LLC KS 29 Wireless
6170 WIRELESS Il, LLC MO 29 Wireless
6170 WIRELESS II, LLC NE 29 Wireless
6170 WIRELESS II, LLC SD 29 Wireless
6170 WIRELESS II, LLC WY 29 Wireless
6175 KO COMM DBA CELL ONE AR 29 Wireless
6175 KO COMM DBA CELL ONE TX 29 Wireless
6184 PERSONAL COMM NTWK VT 29 Wireless
6203 AL CELLULAR SVCS FL 29 Wireless
6203 AL CELLULAR SVCS GA 29 Wireless
6203 AL CELLULAR SVCS MS 29 Wireless
6206 WESTEL INDIANAPOLIS IL 29 Wireless
6207 KENTUCKY CGSA INC IN 29 Wireless
6207 KENTUCKY CGSA INC TN 29 Wireless
6208 LOUISIANA CGSA INC MS 29 Wireless
6213 ORLANDO SMSA GA 29 Wireless
6214 ATLANTA ATHENS MSA AL 29 Wireless
6216 BATON ROUGE MSA AR 29 Wireless
6216 BATON ROUGE MSA TX 29 Wireless
6219 MEMPHIS SMSA KY 29 Wireless
6220 NASHVL CLARKSVL MSA AL 29 Wireless
6220 NASHVL CLARKSVL MSA KY 29 Wireless
6221 CHATTANOOGA MSA AL 29 Wireless
6221 CHATTANOOGA MSA GA 29 Wireless
6221 CHATTANOOGA MSA NC 29 Wireless
6222 GULF COAST CELL TEL FL 29 Wireless
6222 GULF COAST CELL TEL MS 29 Wireless
6229 MCTA AL 29 Wireless
6229 MCTA LA 29 Wireless
6229 MCTA TN 29 Wireless
6232 NEXTEL COMM IA 29 Wireless
6232 NEXTEL COMM ME 29 Wireless
6232 NEXTEL COMM MS 29 Wireless
6232 NEXTEL COMM MT 29 Wireless
6232 NEXTEL COMM NE 29 Wireless
6232 NEXTEL COMM OK 29 Wireless
6232 NEXTEL COMM SD 29 Wireless
6232 NEXTEL COMM WV 29 Wireless
6246 AIRTOUCH-CELLULAR CA 29 Wireless
6246 AIRTOUCH CELLULAR MO 29 Wireless
6246 AIRTOUCH CELLULAR MT 29 Wireless
6246 AIRTOUCH CELLULAR NV 29 Wireless
6246 AIRTOUCH CELLULAR SD 29 Wireless
6246 AIRTOUCH CELLULAR TX 29 Wireless
6246 AIRTOUCH CELLULAR WI 29 Wireless
6264 UNITED STATES CEL ID NV 29 Wireless
6264 UNITED STATES CEL ID OR 29 Wireless
6264 UNITED STATES CEL ID WY 29 Wireless
</TABLE>
Page 50
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6265 UNITED STATES CEL IL WI 29 Wireless
6266 UNITED STATES CEL IA IL 29 Wireless
6266 UNITED STATES CEL IA MN 29 Wireless
6266 UNITED STATES CEL IA MO 29 Wireless
6266 UNITED STATES CEL IA NE 29 Wireless
6266 UNITED STATES CEL IA SD 29 Wireless
6266 UNITED STATES CEL IA WI 29 Wireless
6270 UNITED STATES CEL WA ID 29 Wireless
6270 UNITED STATES CEL WA OR 29 Wireless
6272 UNITED STATES CEL OK TX 29 Wireless
6274 UNITED STATES CEL WI IL 29 Wireless
6274 UNITED STATES CEL WI MN 29 Wireless
6275 UNITED STATES CEL MO IA 29 Wireless
6275 UNITED STATES CEL MO KS 29 Wireless
6277 UNITED STATES CEL IN IL 29 Wireless
6278 UNITED STATES CEL TN KY 29 Wireless
6278 UNITED STATES CEL TN NC 29 Wireless
6283 UNITED STATES CEL VA NC 29 Wireless
6283 UNITED STATES CEL VA PA 29 Wireless
6283 UNITED STATES CEL VA TN 29 Wireless
6283 UNITED STATES CEL VA WV 29 Wireless
6284 UNITED STATES CEL WV PA 29 Wireless
6284 UNITED STATES CEL WV VA 29 Wireless
6290 UNITED STATES CEL NH ME 29 Wireless
6293 ALLTEL MOBILE COMM SC 29 Wireless
6294 ALLTEL MOBILE COM AR OK 29 Wireless
6300 ALLTEL MOBILE COM NC SC 29 Wireless
6302 ALLTEL MOBILE COM SC GA 29 Wireless
6302 ALLTEL MOBILE COM SC NC 29 Wireless
6303 ALLTEL MOBILE COM AL GA 29 Wireless
6311 AIRTOUCH PAGING TX AR 29 Wireless
6311 AIRTOUCH PAGING TX NM 29 Wireless
6317 AIRTOUCH PAGING CO NE 29 Wireless
6319 AIRTOUCH PAGING OH IL 29 Wireless
6319 AIRTOUCH PAGING OH MI 29 Wireless
6319 AIRTOUCH PAGING OH PA 29 Wireless
6320 AIRTOUCH PAGING IL IN 29 Wireless
6320 AIRTOUCH PAGING IL WI 29 Wireless
6322 AIRTOUCH PAGING UT AZ 29 Wireless
6322 AIRTOUCH PAGING UT NV 29 Wireless
6324 GTE MOBILNET SE NC SC 29 Wireless
6325 GTE MOBILNET SE SC NC 29 Wireless
6326 GTE MOBILNET SE GA IL 29 Wireless
6326 GTE MOBILNET SE GA MO 29 Wireless
6326 GTE MOBILNET SE GA OR 29 Wireless
6326 GTE MOBILNET SE GA WI 29 Wireless
6327 GTE MOBILNET SE VA NC 29 Wireless
6327 GTE MOBILNET SE VA VA 29 Wireless
6330 AIRTOUCH PAGING CT 29 Wireless
6330 AIRTOUCH PAGING IL 29 Wireless
6330 AIRTOUCH PAGING MA 29 Wireless
6330 AIRTOUCH PAGING NY 29 Wireless
</TABLE>
Page 51
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
6330 AIRTOUCH PAGING PA 29 Wireless
6330 AIRTOUCH PAGING TX 29 Wireless
6330 AIRTOUCH PAGING WI 29 Wireless
6331 AIRTOUCH PAGING FL KY 29 Wireless
6331 AIRTOUCH PAGING FL TN 29 Wireless
6332 AMERITECH CELL SVCS IA 29 Wireless
6332 AMERITECH CELL SVCS IL 29 Wireless
6332 AMERITECH CELL SVCS KS 29 Wireless
6333 AMERITECH CELL SV IL IA 29 Wireless
6333 AMERITECH CELL SV IL MO 29 Wireless
6333 AMERITECH CELL SV IL WI 29 Wireless
6334 AMERITECH CELL SV IN IL 29 Wireless
6334 AMERITECH CELL SV IN WI 29 Wireless
6337 AMERITECH CELL SV OH PA 29 Wireless
6338 AMERITECH CELL SV WI IL 29 Wireless
6349 U S CELLULAR CORP OR WA 29 Wireless
6352 PALMER CELL PART GA AL 29 Wireless
6352 PALMER CELL PART GA SC 29 Wireless
6353 PALMER CELL PART AL GA 29 Wireless
6358 MOBILEMEDIA COMM INC PA 29 Wireless
6364 CONTACT COMM AZ CA 29 Wireless
6364 CONTACT COMM AZ NV 29 Wireless
6364 CONTACT COMM AZ UT 29 Wireless
6381 PAGENET AR 29 Wireless
6381 PAGENET IA 29 Wireless
6381 PAGENET SD 29 Wireless
6381 PAGENET WY 29 Wireless
6383 VANGUARD CELL SYS NC DE 29 Wireless
6383 VANGUARD CELL SYS NC NH 29 Wireless
6383 VANGUARD CELL SYS NC OH 29 Wireless
6383 VANGUARD CELL SYS NC TN 29 Wireless
6383 VANGUARD CELL SYS NC VA 29 Wireless
6385 PAGEMART INC CT 29 Wireless
6385 PAGEMART INC DE 29 Wireless
6385 PAGEMART INC ID 29 Wireless
6385 PAGEMART INC UT 29 Wireless
6385 PAGEMART INC WI 29 Wireless
6386 BELL ATLANTIC MOBILE AL 29 Wireless
6390 BELL ATLANTIC MBL NY CT 29 Wireless
6390 BELL ATLANTIC MBL NY MA 29 Wireless
6390 BELL ATLANTIC MBL NY PA 29 Wireless
6392 BELL ATLANTIC MBL PA WV 29 Wireless
6393 BELL ATLANTIC MBL DE NJ 29 Wireless
6394 BELL ATLANTIC MBL WV VA 29 Wireless
6396 BELL ATLANTIC MBL VA NC 29 Wireless
6397 BELL ATLANTIC MBL NC SC 29 Wireless
6398 BELL ATLANTIC MBL SC NC 29 Wireless
6399 BELL ATLANTIC MBL AZ CA 29 Wireless
6399 BELL ATLANTIC MBL AZ NM 29 Wireless
6399 BELL ATLANTIC MBL AZ NV 29 Wireless
6399 BELL ATLANTIC MBL AZ UT 29 Wireless
6401 BELL ATLANTIC MBL NM TX 29 Wireless
</TABLE>
Page 52
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
6408 DIAL PAGE NC SC 29 Wireless
6415 INDEP CELL NTWK INC WA 29 Wireless
6432 AMERICAN PER COMM MD DC 29 Wireless
6432 AMERICAN PER COMM MD VA 29 Wireless
6433 AMERICAN PER COMM VA DC 29 Wireless
6433 AMERICAN PER COMM VA MD 29 Wireless
6434 AMERICAN PER COMM DC MD 29 Wireless
6434 AMERICAN PER COMM DC VA 29 Wireless
6456 360 COMMUNICATION IA IL 29 Wireless
6456 360 COMMUNICATION IA MN 29 Wireless
6456 360 COMMUNICATION IA MO 29 Wireless
6456 360 COMMUNICATION IA WI 29 Wireless
6459 360 COMMUNICATION NC SC 29 Wireless
6461 360 COMMUNICATION TX AR 29 Wireless
6462 360 COMMUNICATION VA KY 29 Wireless
6462 360 COMMUNICATION VA NC 29 Wireless
6462 360 COMMUNICATION VA PA 29 Wireless
6463 360 COMMUNICATION PA NJ 29 Wireless
6464 360 COMMUNICATION SC NC 29 Wireless
6466 360 COMMUNICATION NM TX 29 Wireless
6467 360 COMMUNICATION AL GA 29 Wireless
6471 SEIKO COMM AMER - FL FL 29 Wireless
6481 PHOENIX TUCSON PAGNG CA 29 Wireless
6481 PHOENIX TUCSON PAGNG NV 29 Wireless
6481 PHOENIX TUCSON PAGNG UT 29 Wireless
6483 TSR PAGING INC CA 29 Wireless
6483 TSR PAGING INC DC 29 Wireless
6483 TSR PAGING INC IL 29 Wireless
6483 TSR PAGING INC MA 29 Wireless
6483 TSR PAGING INC MD 29 Wireless
6483 TSR PAGING INC MO 29 Wireless
6483 TSR PAGING INC NC 29 Wireless
6483 TSR PAGING INC NM 29 Wireless
6483 TSR PAGING INC NV 29 Wireless
6483 TSR PAGING INC PA 29 Wireless
6483 TSR PAGING INC RI 29 Wireless
6483 TSR PAGING INC WI 29 Wireless
6484 TRI STATE RADIO PA DE 29 Wireless
6484 TRI STATE RADIO PA MD 29 Wireless
6484 TRI STATE RADIO PA NJ 29 Wireless
6489 MOBILEMEDIA COMM TX LA 29 Wireless
6489 MOBILEMEDIA COMM TX MO 29 Wireless
6489 MOBILEMEDIA COMM TX NM 29 Wireless
6490 MOBILEMEDIA COMM NM TX 29 Wireless
6491 HORIZON CELL TEL CO DC 29 Wireless
6491 HORIZON CELL TEL CO IN 29 Wireless
6491 HORIZON CELL TEL CO TN 29 Wireless
6491 HORIZON CELL TEL CO VA 29 Wireless
6491 HORIZON CELL TEL CO WV 29 Wireless
6496 ARCH SE COMM GA SC 29 Wireless
6499 VENTURES IN PAGING KS 29 Wireless
6500 CONTEL CELLULAR KY TN 29 Wireless
</TABLE>
Page 53
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
6502 PCS PRIMECO FL MS 29 Wireless
6504 PCS PRIMECO IL WI 29 Wireless
6505 PCS PRIMECO LA MS 29 Wireless
6507 PCS PRIMECO VA NC 29 Wireless
6508 PCS PRIMECO WI IL 29 Wireless
6509 CENTURY EL CENTRO NV 29 Wireless
6509 CENTURY EL CENTRO UT 29 Wireless
6510 US UNWIRED INC. AL 29 Wireless
6510 US UNWIRED INC. TN 29 Wireless
6511 AMERICAN PAGING INC IN 29 Wireless
6513 OMNIPOINT COMM INC MI 29 Wireless
6513 OMNIPOINT COMM INC OH 29 Wireless
6515 WESTERN WIRELESS MO 29 Wireless
6515 WESTERN WIRELESS NY 29 Wireless
6515 WESTERN WIRELESS OK 29 Wireless
6515 WESTERN WIRELESS OR 29 Wireless
6515 WESTERN WIRELESS UT 29 Wireless
6520 AT&T WIRELESS AR 29 Wireless
6520 AT&T WIRELESS MO 29 Wireless
6520 AT&T WIRELESS OK 29 Wireless
6521 METROCALL AL 29 Wireless
6521 METROCALL AZ 29 Wireless
6521 METROCALL CT 29 Wireless
6521 METROCALL GA 29 Wireless
6521 METROCALL IL 29 Wireless
6521 METROCALL IN 29 Wireless
6521 METROCALL NC 29 Wireless
6521 METROCALL SC 29 Wireless
6521 METROCALL TX 29 Wireless
6521 METROCALL UT 29 Wireless
6521 METROCALL VA 29 Wireless
6521 METROCALL WI 29 Wireless
6523 GTE MOBILNET CTL CA NC 29 Wireless
6525 MAP MOBILE COMM INC CT 29 Wireless
6525 MAP MOBILE COMM INC DE 29 Wireless
6525 MAP MOBILE COMM INC IN 29 Wireless
6525 MAP MOBILE COMM INC MA 29 Wireless
6525 MAP MOBILE COMM INC MI 29 Wireless
6525 MAP MOBILE COMM INC NJ 29 Wireless
6525 MAP MOBILE COMM INC PA 29 Wireless
6525 MAP MOBILE COMM INC WI 29 Wireless
6526 CFW CELLULAR INC TN 29 Wireless
6529 WESTERN PCS CORP CA 29 Wireless
6529 WESTERN PCS CORP KS 29 Wireless
6529 WESTERN PCS CORP MN 29 Wireless
6529 WESTERN PCS CORP MT 29 Wireless
6529 WESTERN PCS CORP NE 29 Wireless
6529 WESTERN PCS CORP NV 29 Wireless
6529 WESTERN PCS CORP SD 29 Wireless
6532 CMT PTNRS CELL ONE CO 29 Wireless
6532 CMT PTNRS CELL ONE IA 29 Wireless
6532 CMT PTNRS CELL ONE NE 29 Wireless
</TABLE>
Page 54
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
6532 CMT PTNRS CELL ONE NY 29 Wireless
6532 CMT PTNRS CELL ONE TX 29 Wireless
6534 SW BELL MOB CELL ONE WI 29 Wireless
6537 S&S COMM ALTERNA CEL IA 29 Wireless
6537 S&S COMM ALTERNA CEL MN 29 Wireless
6537 S&S COMM ALTERNA CEL MT 29 Wireless
6537 S&S COMM ALTERNA CEL ND 29 Wireless
6537 S&S COMM ALTERNA CEL NE 29 Wireless
6537 S&S COMM ALTERNA CEL WY 29 Wireless
6539 PREFERRED NETWORKS DC 29 Wireless
6539 PREFERRED NETWORKS IA 29 Wireless
6539 PREFERRED NETWORKS KS 29 Wireless
6539 PREFERRED NETWORKS NE 29 Wireless
6539 PREFERRED NETWORKS NV 29 Wireless
6539 PREFERRED NETWORKS UT 29 Wireless
6540 AIRTOUCH CELL OF GA AL 29 Wireless
6543 USA MOBILE COMM MI 29 Wireless
6547 CENTURY TEL WIRELESS AL 29 Wireless
6547 CENTURY TEL WIRELESS IL 29 Wireless
6547 CENTURY TEL WIRELESS MN 29 Wireless
6547 CENTURY TEL WIRELESS MO 29 Wireless
6547 CENTURY TEL WIRELESS OK 29 Wireless
6547 CENTURY TEL WIRELESS TN 29 Wireless
6547 CENTURY TEL WIRELESS WI 29 Wireless
6549 NEVADA WIRELESS ID 29 Wireless
6549 NEVADA WIRELESS OR 29 Wireless
6549 NEVADA WIRELESS WY 29 Wireless
6560 SNET CELLULAR MA MA 29 Wireless
6561 SNET CELLULAR RI RI 29 Wireless
6564 COMMNET CELLULAR-MT ID 29 Wireless
6564 COMMNET CELLULAR-MT ND 29 Wireless
6564 COMMNET CELLULAR-MT WY 29 Wireless
6565 COMMNET CELLULAR-ID NV 29 Wireless
6565 COMMNET CELLULAR-ID OR 29 Wireless
6565 COMMNET CELLULAR-ID WY 29 Wireless
6566 COMMNET CELLULAR-WY CO 29 Wireless
6566 COMMNET CELLULAR-WY ID 29 Wireless
6566 COMMNET CELLULAR-WY MT 29 Wireless
6566 COMMNET CELLULAR-WY SD 29 Wireless
6566 COMMNET CELLULAR-WY UT 29 Wireless
6567 COMMNET CELLULAR-CO AZ 29 Wireless
6567 COMMNET CELLULAR-CO NE 29 Wireless
6567 COMMNET CELLULAR-CO NV 29 Wireless
6568 COMMNET CELLULAR-ND MN 29 Wireless
6568 COMMNET CELLULAR-ND MT 29 Wireless
6568 COMMNET CELLULAR-ND SD 29 Wireless
6569 COMMNET CELLULAR-SD IA 29 Wireless
6569 COMMNET CELLULAR-SD MN 29 Wireless
6569 COMMNET CELLULAR-SD MT 29 Wireless
6569 COMMNET CELLULAR-SD ND 29 Wireless
6569 COMMNET CELLULAR-SD NE 29 Wireless
6569 COMMNET CELLULAR-SD WY 29 Wireless
</TABLE>
Page 55
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
6570 COMMNET CELLULAR-IA MN 29 Wireless
6570 COMMNET CELLULAR-IA MO 29 Wireless
6570 COMMNET CELLULAR-IA NE 29 Wireless
6570 COMMNET CELLULAR-IA SD 29 Wireless
6571 COMMNET CELLULAR-UT AZ 29 Wireless
6571 COMMNET CELLULAR-UT NV 29 Wireless
6572 COMMNET CELLULAR-AZ CA 29 Wireless
6572 COMMNET CELLULAR-AZ NV 29 Wireless
6572 COMMNET CELLULAR-AZ UT 29 Wireless
6573 COMMNET CELLULAR-NM TX 29 Wireless
6581 TELEPAK, INC. AL 29 Wireless
6581 TELEPAK, INC. LA 29 Wireless
6581 TELEPAK, INC. TN 29 Wireless
6589 SOURCE ONE WIRELESS MN 29 Wireless
6591 TELETOUCH COMM INC MO 29 Wireless
6591 TELETOUCH COMM INC TX 29 Wireless
6595 RAM TECHNOLOGIES KY IN 29 Wireless
6597 RAM TECHNOLOGIES -WV PA 29 Wireless
6601 EL PASO CELL TEL CO NM 29 Wireless
6603 VALLEY TELECOMM CO NM 29 Wireless
6605 PASS WORD INC ID 29 Wireless
6605 PASS WORD INC OR 29 Wireless
6608 CONTEL CELLULAR INC MS 29 Wireless
6610 MINN SO CELLULAR TEL IA 29 Wireless
6610 MINN SO CELLULAR TEL SD 29 Wireless
6613 CONTACT PAGING OF CO NE 29 Wireless
6622 OMNIPOINT COMM NY CT 29 Wireless
6622 OMNIPOINT COMM NY MA 29 Wireless
6623 OMNIPOINT COMM NJ IL 29 Wireless
6623 OMNIPOINT COMM NJ IN 29 Wireless
6626 OMNIPOINT COMM PA DE 29 Wireless
6626 OMNIPOINT COMM PA MD 29 Wireless
6626 OMNIPOINT COMM PA NJ 29 Wireless
6630 MOBILECOMM AR 29 Wireless
6630 MOBILECOMM AZ 29 Wireless
6630 MOBILECOMM DE 29 Wireless
6630 MOBILECOMM IL 29 Wireless
6630 MOBILECOMM MI 29 Wireless
6630 MOBILECOMM NE 29 Wireless
6630 MOBILECOMM NV 29 Wireless
6630 MOBILECOMM NY 29 Wireless
6630 MOBILECOMM OK 29 Wireless
6630 MOBILECOMM OR 29 Wireless
6630 MOBILECOMM WA 29 Wireless
6631 TSR PAGING VA DC 29 Wireless
6631 TSR PAGING VA MD 29 Wireless
6638 TSR PAGING TX NM 29 Wireless
6641 TSR PAGING IL WI 29 Wireless
6663 OK CELLULAR KS 29 Wireless
6664 SPRINT SPECTRUM LP DC 29 Wireless
6664 SPRINT SPECTRUM LP GA 29 Wireless
6664 SPRINT SPECTRUM LP MD 29 Wireless
</TABLE>
Page 56
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6664 SPRINT SPECTRUM LP MS 29 Wireless
6664 SPRINT SPECTRUM LP NC 29 Wireless
6664 SPRINT SPECTRUM LP NM 29 Wireless
6664 SPRINT SPECTRUM LP NV 29 Wireless
6664 SPRINT SPECTRUM LP SC 29 Wireless
6664 SPRINT SPECTRUM LP SD 29 Wireless
6664 SPRINT SPECTRUM LP VA 29 Wireless
6671 SBC MOBILE SYSTEMS CO 29 Wireless
6671 SBC MOBILE SYSTEMS IA 29 Wireless
6671 SBC MOBILE SYSTEMS LA 29 Wireless
6671 SBC MOBILE SYSTEMS NE 29 Wireless
6671 SBC MOBILE SYSTEMS NY 29 Wireless
6671 SBC MOBILE SYSTEMS OK 29 Wireless
6673 GTE WIRELESS MIDSO AL 29 Wireless
6673 GTE WIRELESS MIDSO GA 29 Wireless
6673 GTE WIRELESS MIDSO KY 29 Wireless
6673 GTE WIRELESS MIDSO MS 29 Wireless
6673 GTE WIRELESS MIDSO NC 29 Wireless
6674 RSA DBA CELLULAR 29 MO 29 Wireless
6674 RSA DBA CELLULAR 29 NE 29 Wireless
6674 RSA DBA CELLULAR 29 SD 29 Wireless
6675 FIRST CELLULAR OMAHA IA 29 Wireless
6675 FIRST CELLULAR OMAHA MO 29 Wireless
6675 FIRST CELLULAR OMAHA SD 29 Wireless
6676 NEBRASKA CELL TELE CO 29 Wireless
6676 NEBRASKA CELL TELE IA 29 Wireless
6676 NEBRASKA CELL TELE KS 29 Wireless
6676 NEBRASKA CELL TELE MO 29 Wireless
6676 NEBRASKA CELL TELE SD 29 Wireless
6676 NEBRASKA CELL TELE WY 29 Wireless
6677 DOBSON CELL SYS INC TX 29 Wireless
6681 SOUTHWESTERN BELL SV KS 29 Wireless
6689 EASTERN WIRELESS MA 29 Wireless
6689 EASTERN WIRELESS PA 29 Wireless
6689 EASTERN WIRELESS VA 29 Wireless
6692 NEW CELL DBA CELLCOM IL 29 Wireless
6692 NEW CELL DBA CELLCOM MN 29 Wireless
6692 NEW CELL DBA CELLCOM MO 29 Wireless
6697 R F COMMUNICATIONS DE 29 Wireless
6697 R F COMMUNICATIONS NJ 29 Wireless
6697 R F COMMUNICATIONS VA 29 Wireless
6699 BELLSOUTH PRSNL COMM IL 29 Wireless
6701 AERIAL COMMUNICATION CO 29 Wireless
6701 AERIAL COMMUNICATION IA 29 Wireless
6701 AERIAL COMMUNICATION IN 29 Wireless
6701 AERIAL COMMUNICATION ND 29 Wireless
6701 AERIAL COMMUNICATION NE 29 Wireless
6701 AERIAL COMMUNICATION NY 29 Wireless
6701 AERIAL COMMUNICATION SD 29 Wireless
6703 SUPER COM INC WI 29 Wireless
6710 NO WASH PARTNERSHIP ID 29 Wireless
6710 NO WASH PARTNERSHIP OR 29 Wireless
</TABLE>
Page 57
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6713 ACTION PAGE INC NE 29 Wireless
6715 MOBILECOMM NE IN 29 Wireless
6715 MOBILECOMM NE MO 29 Wireless
6715 MOBILECOMM NE WI 29 Wireless
6716 CELLULAR ONE KOKOMO IL 29 Wireless
6720 MULTI COMPUTER SYS IN 29 Wireless
6720 MULTI COMPUTER SYS WI 29 Wireless
6721 NATIONWIDE PAGING UT 29 Wireless
6725 GTE MOBILNET IN MO 29 Wireless
6725 GTE MOBILNET IN WI 29 Wireless
6726 DIGICOMM COMM INC AR 29 Wireless
6727 AIRTOUCH PAGING IA MO 29 Wireless
6728 AIRTOUCH PAGING NE IA 29 Wireless
6728 AIRTOUCH PAGING NE MO 29 Wireless
6728 AIRTOUCH PAGING NE SD 29 Wireless
6731 BECKER BEEPER INC IL IN 29 Wireless
6731 BECKER BEEPER INC IL WI 29 Wireless
6732 BECKER BEEPER INC WI IL 29 Wireless
6734 GENERAL COMM & ELEC CT 29 Wireless
6734 GENERAL COMM & ELEC NJ 29 Wireless
6739 SCHUYLKILL MOBL FONE DE 29 Wireless
6739 SCHUYLKILL MOBL FONE NJ 29 Wireless
6740 FIRST CELLULAR OF MD MD 29 Wireless
6740 FIRST CELLULAR OF MD PA 29 Wireless
6742 VIRGINIA CELLULAR TN 29 Wireless
6744 SOUTHERN COMM SVCS LA 29 Wireless
6744 SOUTHERN COMM SVCS SC 29 Wireless
6744 SOUTHERN COMM SVCS TN 29 Wireless
6745 MORAINE RADIO IL 29 Wireless
6748 DON CLARK'S RADIO NV 29 Wireless
6748 DON CLARK'S RADIO OR 29 Wireless
6748 DON CLARK'S RADIO WY 29 Wireless
6749 TELEBEEPER OF NM TX 29 Wireless
6750 POCKET COMM AZ 29 Wireless
6750 POCKET COMM CA 29 Wireless
6750 POCKET COMM UT 29 Wireless
6751 RADIO-COMM IL 29 Wireless
6753 ELECTRONIC ENG CO MN 29 Wireless
6753 ELECTRONIC ENG CO MO 29 Wireless
6755 GREAT LKS CELL ONE IA 29 Wireless
6755 GREAT LKS CELL ONE MN 29 Wireless
6755 GREAT LKS CELL ONE NE 29 Wireless
6755 GREAT LKS CELL ONE SD 29 Wireless
6756 CONTACT COMM NM TX 29 Wireless
6758 COMMTRONIX LA 29 Wireless
6761 ANSWER USA WI 29 Wireless
6765 ALEXANDRA CELL CORP. MA 29 Wireless
6765 ALEXANDRA CELL CORP. NY 29 Wireless
6765 ALEXANDRA CELL CORP. PA 29 Wireless
6773 ONQUE COMM TX 29 Wireless
6777 TRIAD CELLULAR UT LP CA 29 Wireless
6777 TRIAD CELLULAR UT LP NV 29 Wireless
</TABLE>
Page 58
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6781 TRIAD MN L. P. IA 29 Wireless
6781 TRIAD MN L. P. SD 29 Wireless
6783 CABLE & COMM CORP ND 29 Wireless
6783 CABLE & COMM CORP WY 29 Wireless
6788 CELL PTNR LAMAR CT 29 Wireless
6788 CELL PTNR LAMAR GA 29 Wireless
6789 BEEPERMART INC IN 29 Wireless
6789 BEEPERMART INC MI 29 Wireless
6789 BEEPERMART INC WI 29 Wireless
6791 GILRO CELLULAR CORP WI 29 Wireless
6794 KELLEY'S TELECOMM ID 29 Wireless
6794 KELLEY'S TELECOMM OR 29 Wireless
6795 INDIANA PAGING NTWK IL 29 Wireless
6796 AIRTOUCH PAGING LA MS 29 Wireless
6797 AIRTOUCH PAGING MN MN 29 Wireless
6799 DURANGO CELL TEL CO NE 29 Wireless
6800 TRINITY INTERNTL CT 29 Wireless
6800 TRINITY INTERNTL NY 29 Wireless
6805 GTE MOBILNET HTSVL MS 29 Wireless
6806 AMERICELL COMMS ID 29 Wireless
6806 AMERICELL COMMS NJ 29 Wireless
6806 AMERICELL COMMS OR 29 Wireless
6806 AMERICELL COMMS PA 29 Wireless
6807 NORTHLAND CELL CORP PA 29 Wireless
6808 WAYNE MARKIS HNDY PG CA 29 Wireless
6808 WAYNE MARKIS HNDY PG NV 29 Wireless
6808 WAYNE MARKIS HNDY PG UT 29 Wireless
6815 CELL XL ASSC LP W AL 29 Wireless
6815 CELL XL ASSC LP W LA 29 Wireless
6815 CELL XL ASSC LP W TN 29 Wireless
6821 MCMANUS COMM MO 29 Wireless
6821 MCMANUS COMM OK 29 Wireless
6822 VIRGINIA PCS ALLIANC NC 29 Wireless
6822 VIRGINIA PCS ALLIANC PA 29 Wireless
6822 VIRGINIA PCS ALLIANC TN 29 Wireless
6825 CELL MOBL SYS ST CLD SD 29 Wireless
6827 GTE MOBILNET VA TN 29 Wireless
6828 CELLULAR PAGING USA IN 29 Wireless
6828 CELLULAR PAGING USA WI 29 Wireless
6829 FREE BEEPER, INC. AZ 29 Wireless
6829 FREE BEEPER, INC. NV 29 Wireless
6830 SUPERIOR COMM TECH CT 29 Wireless
6830 SUPERIOR COMM TECH NY 29 Wireless
6832 NEXTWAVE WIRELESS NE 29 Wireless
6834 WIRELESS 2000 TEL CO TN 29 Wireless
6837 JSM TELE-PAGE INC IL 29 Wireless
6840 PAGING TULSA, INC. KS 29 Wireless
6846 PCS ONE DE 29 Wireless
6847 SUBURGAN PAGING NJ 29 Wireless
6847 SUBURGAN PAGING PA 29 Wireless
6848 A BEEP LLC IN 29 Wireless
6848 A BEEP LLC WI 29 Wireless
</TABLE>
Page 59
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6850 INLAND CELLULAR TEL OR 29 Wireless
6851 KANSAS PERSONAL COMM CO 29 Wireless
6851 KANSAS PERSONAL COMM MO 29 Wireless
6851 KANSAS PERSONAL COMM OK 29 Wireless
6853 BAY STAR SATELLITE LA 29 Wireless
6853 BAY STAR SATELLITE MS 29 Wireless
6855 OMNIPOINT COMM KS CO 29 Wireless
6855 OMNIPOINT COMM KS MO 29 Wireless
6855 OMNIPOINT COMM KS OK 29 Wireless
6859 NORTH ALABAMA CELL MS 29 Wireless
6863 AIR FREE PAGING IN 29 Wireless
6863 AIR FREE PAGING WI 29 Wireless
6865 WESTAR COMMUNICATION CO 29 Wireless
6865 WESTAR COMMUNICATION NE 29 Wireless
6865 WESTAR COMMUNICATION NY 29 Wireless
6870 MOBILE ELECTRONICS CO 29 Wireless
6870 MOBILE ELECTRONICS MA 29 Wireless
6870 MOBILE ELECTRONICS MO 29 Wireless
6870 MOBILE ELECTRONICS NY 29 Wireless
6870 MOBILE ELECTRONICS OK 29 Wireless
6$74 CELL ONE OF NE CO NE 29 Wireless
6875 US WEST COMM WLS CA 29 Wireless
6875 US WEST COMM WLS IA 29 Wireless
6875 US WEST COMM WLS MN 29 Wireless
6875 US WEST COMM WLS NE 29 Wireless
6875 US WEST COMM WLS NM 29 Wireless
6875 US WEST COMM WLS NV 29 Wireless
6875 US WEST COMM WLS SD 29 Wireless
6875 US WEST COMM WLS UT 29 Wireless
6878 CAPITOL RADIOTEL VA 29 Wireless
6881 MOBILE PARTNERS CORP CT 29 Wireless
6886 VERSATEL COMMUNICATN CO 29 Wireless
6886 VERSATEL COMMUNICATN ID 29 Wireless
6886 VERSATEL COMMUNICATN MT 29 Wireless
6886 VERSATEL COMMUNICATN SD 29 Wireless
6886 VERSATEL COMMUNICATN UT 29 Wireless
6887 BUNYON CELL CORP ND 29 Wireless
6887 BUNYON CELL CORP SD 29 Wireless
6887 BUNYON CELL CORP WI 29 Wireless
6888 CENTRAL KY CELL CORP IN 29 Wireless
6888 CENTRAL KY CELL CORP TN 29 Wireless
6892 SEVEN CELLULAR CORP OH 29 Wireless
6894 OKLAHOMA RSA 2 PTNSP TX 29 Wireless
6895 ENID MSA PARTNERSHIP TX 29 Wireless
6896 WIRELESS NORTH, INC. SD 29 Wireless
6896 WIRELESS NORTH, INC. WI 29 Wireless
6897 BMCT, L.P. ID 29 Wireless
6907 COMMUNICATIONS UNLIM NE 29 Wireless
6908 TOUCH TONE INTERACTV CA 29 Wireless
6908 TOUCH TONE INTERACTV NV 29 Wireless
6908 TOUCH TONE INTERACTV UT 29 Wireless
6912 ATLAS MOBILFONE INC AR 29 Wireless
</TABLE>
Page 60
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6912 ATLAS MOBILFONE INC KS 29 Wireless
6912 ATLAS MOBILFONE INC OK 29 Wireless
6916 DIGIPH PCS, INC. LA 29 Wireless
6916 DIGIPH PCS, INC. TN 29 Wireless
6918 WINSOME PAGING CT 29 Wireless
6918 WINSOME PAGING NY 29 Wireless
6921 CONESTOGA WIRELESS DE 29 Wireless
6921 CONESTOGA WIRELESS NJ 29 Wireless
6925 COMSCAPE HOLDING VA 29 Wireless
6931 ALLTEL COMM AL 29 Wireless
6931 ALLTEL COMM KY 29 Wireless
6931 ALLTEL COMM LA 29 Wireless
6931 ALLTEL COMM MS 29 Wireless
6934 AIRPHONE, INC. CO 29 Wireless
6934 AIRPHONE, INC. MO 29 Wireless
6934 AIRPHONE, INC. OK 29 Wireless
6935 ADVANTAGE CELLULAR AL 29 Wireless
6935 ADVANTAGE CELLULAR KY 29 Wireless
6939 MIDWEST WIRELESS COM IA 29 Wireless
6939 MIDWEST WIRELESS COM SD 29 Wireless
6942 STAR CELLULAR ME 29 Wireless
6942 STAR CELLULAR NH 29 Wireless
6943 CELLULAR ONE SYRACUS PA 29 Wireless
6948 BELLSOUTH WIRELESS AL 29 Wireless
6953 HORIZON PERSONL COMM VA 29 Wireless
6956 WIRELESS ALLIANCE IA 29 Wireless
6956 WIRELESS ALLIANCE MT 29 Wireless
6956 WIRELESS ALLIANCE NE 29 Wireless
6956 WIRELESS ALLIANCE SD 29 Wireless
6956 WIRELESS ALLIANCE WY 29 Wireless
6957 CHIPPEWA CELL CORP MN 29 Wireless
6959 UPSTATE CELL NETWORK PA 29 Wireless
6966 ONE CELLULAR CORP MN 29 Wireless
6966 ONE CELLULAR CORP WI 29 Wireless
6968 CELLULAR ONE BUFFALO PA 29 Wireless
6969 CELL ONE ROCHESTER AR 29 Wireless
6969 CELL ONE ROCHESTER LA 29 Wireless
6969 CELL ONE ROCHESTER TX 29 Wireless
6970 CELLULAR ONE ALBANY MA 29 Wireless
6973 GEORGIA INDEP PCS SC 29 Wireless
6977 MOBILETEL, INC. MS 29 Wireless
6978 PAGING USA IL 29 Wireless
6979 MERCURY MOBILITY AR 29 Wireless
6979 MERCURY MOBILITY TX 29 Wireless
6982 BROOKINGS MUNICIP.UT IA 29 Wireless
6982 BROOKINGS MUNICIP.UT MN 29 Wireless
6982 BROOKINGS MUNICIP.UT MT 29 Wireless
6982 BROOKINGS MUNICIP.UT ND 29 Wireless
6982 BROOKINGS MUNICIP.UT NE 29 Wireless
6982 BROOKINGS MUNICIP.UT WY 29 Wireless
6989 21ST CENTURY WRL GRP MO 29 Wireless
6989 21ST CENTURY WRL GRP OK 29 Wireless
</TABLE>
Page 61
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6990 AIR PAGE IL 29 Wireless
6992 TELEPAGE COMM SYS VA 29 Wireless
6050 FRONTIER LOC SVC MD MD 29 Wireless
6083 NORFOLK CTY INTERNET MA 29 Wireless
6087 KMC TELECOM VA CLC NC 29 Wireless
6087 KMC TELECOM VA CLC TN 29 Wireless
6088 FOCAL COMM CORP NJ NJ 29 Wireless
6102 EXOP OF MISSOURI IA 29 Wireless
6102 EXOP OF MISSOURI KS 29 Wireless
6102 EXOP OF MISSOURI MO 29 Wireless
6114 LEVEL 3 COMM TX TX 29 Wireless
6115 LEVEL 3 COMM IL IL 29 Wireless
6115 LEVEL 3 COMM IL IN 29 Wireless
6115 LEVEL 3 COMM IL WI 29 Wireless
6116 LEVEL 3 COMM GA AL 29 Wireless
6116 LEVEL 3 COMM GA GA 29 Wireless
6117 LEVEL 3 COMM DC DC 29 Wireless
6117 LEVEL 3 COMM DC MD 29 Wireless
6117 LEVEL 3 COMM DC VA 29 Wireless
6118 LEVEL 3 COMM CO CO 29 Wireless
6118 LEVEL 3 COMM CO NE 29 Wireless
6120 LEVEL 3 COMM MI MI 29 Wireless
6121 LEVEL 3 COMM WA WA 29 Wireless
6123 TCG KANSAS CITY - MO IA 29 Wireless
6123 TCG KANSAS CITY - MO KS 29 Wireless
6123 TCG KANSAS CITY - MO MO 29 Wireless
6125 NORTHERN VALLEY COMM IA 29 Wireless
6125 NORTHERN VALLEY COMM MN 29 Wireless
6125 NORTHERN VALLEY COMM MT 29 Wireless
6125 NORTHERN VALLEY COMM ND 29 Wireless
6125 NORTHERN VALLEY COMM NE 29 Wireless
6125 NORTHERN VALLEY COMM SD 29 Wireless
6125 NORTHERN VALLEY COMM WY 29 Wireless
6158 MCLEOD USA TELCOM IN IL 29 Wireless
6158 MCLEOD USA TELCOM IN IN 29 Wireless
6168 ALLEGIANCE TELCOM MA MA 29 Wireless
6169 ACE LINK TELECOMM IA 29 Wireless
6169 ACE LINK TELECOMM MN 29 Wireless
6169 ACE LINK TELECOMM SD 29 Wireless
6171 SOUTHSIDE COMM LLC TX 29 Wireless
6174 DIAMOND TEL SVCS CLC AL 29 Wireless
6174 DIAMOND TEL SVCS CLC LA 29 Wireless
6174 DIAMOND TEL SVCS CLC MS 29 Wireless
6174 DIAMOND TEL SVCS CLC TN 29 Wireless
6183 NET LEC, INC. WI 29 Wireless
6193 TELIGENT-MI MI 29 Wireless
6195 TELIGENT-WA OR 29 Wireless
6195 TELIGENT-WA WA 29 Wireless
6228 LOS ANGELES CEL TEL AZ 29 Wireless
6235 TELIGENT, INC. - NC NC 29 Wireless
6235 TELIGENT, INC. - NC SC 29 Wireless
6495 ARCH SE COM PAGE SC AL 29 Wireless
</TABLE>
Page 62
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6495 ARCH SE COM PAGE SC GA 29 Wireless
6541 ALEXANDRIA CELL LIC AR 29 Wireless
6584 THE WESTLINK COMPANY IL 29 Wireless
6584 THE WESTLINK COMPANY MO 29 Wireless
6584 THE WESTLINK COMPANY NV 29 Wireless
6584 THE WESTLINK COMPANY SD 29 Wireless
6584 THE WESTLINK COMPANY TX 29 Wireless
6584 THE WESTLINK COMPANY UT 29 Wireless
6584 THE WESTLINK COMPANY WI 29 Wireless
6667 COMCAST CELLULAR PA DE 29 Wireless
6669 COMCAST CELLULAR DE PA 29 Wireless
6690 NATIONPAGE INC DE 29 Wireless
6690 NATIONPAGE INC NY 29 Wireless
6694 AMERICAN RURAL CELL AZ 29 Wireless
6694 AMERICAN RURAL CELL NV 29 Wireless
6695 RANGE TELECOMM WI 29 Wireless
6981 ATLANTIC CELL CO L.P ME 29 Wireless
6919 PAGING PARTNERS CORP NY 29 Wireless
6801 ADVANTAGE COMM INC NY 29 Wireless
6022 CELLULAR ONE - IL TN 29 Wireless
6629 MICHIANA METRONET OH 29 Wireless
6812 MERCURY COMM COMPANY NY 29 Wireless
6871 DIAL-A-BEEPER, INC. NY 29 Wireless
6873 LITELCO COMM INC NY 29 Wireless
6010 AT&T WIRELESS SVCS KY 29 Wireless
6342 MESSASG CTR BEEPERS NY 29 Wireless
6386 BELL ATLANTIC MOBILE MA 29 Wireless
6390 BELL ATLANTIC MBL NY VT 29 Wireless
6507 PCS PRIMECO VA FL 29 Wireless
6521 METROCALL TN 29 Wireless
6525 MAP MOBILE COMM INC KY 29 Wireless
6525 MAP MOBILE COMM INC OH 29 Wireless
6543 USA MOBILE COMM MS 29 Wireless
6608 CONTEL CELLULAR INC TN 29 Wireless
6677 DOBSON CELL SYS INC CA 29 Wireless
6103 FOREST CITY TELECOM IA 29 Wireless
6155 GREEN HLS TELCOM SVC MO 29 Wireless
6124 KMC TELECOM II - NC NC 29 Wireless
6100 NEXTLINK FLORIDA FL 29 Wireless
6986 RT COMMUNICATIONS WY 29 Wireless
6355 SEIKO COMMUNICATIONS NY 29 Wireless
6546 TELETOUCH COMM TN TN 29 Wireless
6486 TRI STATE RADIO NY NY 29 Wireless
6004 ROGERS RADIO CALL TX 29 Wireless
6009 PACIFICOM-ALASKA LLC TN 29 Wireless
6014 MID-MO MOBILFONE MO 29 Wireless
6026 PAGETECH COMM CONSUL CA 29 Wireless
6030 PAGING CONSULTANTS TX 29 Wireless
6031 AMER MOBILE PHONE PAG MS 29 Wireless
6035 ST LOUIS ELECTR COMM MA 29 Wireless
6038 US WEST INTERPRSE CT CT 29 Wireless
6039 US WEST INTERPRSE NJ NJ 29 Wireless
</TABLE>
Page 63
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6044 NORTHPOINT COMM - IL IL 29 Wireless
6045 NORTHPOINT COMM - WA WA 29 Wireless
6046 NORTH POINT COMM - VA VA 29 Wireless
6047 NORTH POINT COMM - TX TX 29 Wireless
6048 NORTHPOINT COMM - FL FL 29 Wireless
6081 NORTHPOINT COMM MD MD 29 Wireless
6082 NORTHPOINT COMM OH OH 29 Wireless
6084 MCLEOD USA TELCOM MN MN 29 Wireless
6089 ALPHA PAGING INC NY 29 Wireless
6091 AUSTIN COMPUTER ENTP NY 29 Wireless
6092 KNOLOGY GA 29 Wireless
6094 TELIGENT INC. - CT CT 29 Wireless
6095 TELIGENT INC. - IA IA 29 Wireless
6096 TELIGENT INC. - NE NE 29 Wireless
6097 TELIGENT INC. - SC SC 29 Wireless
6109 ADCOM, INC. MS 29 Wireless
6119 LEVEL 3 COMM MD MD 29 Wireless
6122 NATL INDEP BILLING MN 29 Wireless
6126 TDS METROCOM, INC. VT 29 Wireless
6129 MJD TELECHOICE CORP NY 29 Wireless
6130 MJD TELECHOICE - NY NY 29 Wireless
6132 TIDALWAVE TELEPHONE VA 29 Wireless
6140 FIRST REGIONAL CLEC DC 29 Wireless
6141 FIRST REGNL TELEC MD MD 29 Wireless
6142 FIRST REGNL TELEC VA VA 29 Wireless
6143 LIGHTNING COMM INC LA 29 Wireless
6145 CITY OF THOMASVILLE GA 29 Wireless
6146 UNIVERSAL PACIFIC CO CA 29 Wireless
6148 WISCONSIN COMM NTWK WI 29 Wireless
6150 ADELPHIA TELECOM CLC PA 29 Wireless
6161 INTERMEDIA COMM - KY KY 29 Wireless
6162 MODERN COM GRNVILLE MS 29 Wireless
6163 NORTHPOINT COM - MO MO 29 Wireless
6164 NORTHPOINT COM - OR OR 29 Wireless
6167 BROADBAND COMM,. INC MA 29 Wireless
6190 MJD TELECHOICE - WA WA 29 Wireless
6192 TELIGENT - LA LA 29 Wireless
6194 TELIGENT - UT UT 29 Wireless
6196 TELIGENT-MS MS 29 Wireless
6199 UNION-WALLOWATEL OR 29 Wireless
6201 KYCOM INC CA 29 Wireless
6202 RICHMOND CELL TEL GA 29 Wireless
6204 CELL ONE BAKERSFIELD GA 29 Wireless
6211 HUNTSVILLE MSA AL 29 Wireless
6215 LEXINGTON MSA KY 29 Wireless
6217 LAFAYETTE MSA NC 29 Wireless
6218 COLUMBIA MSA GA 29 Wireless
6222 GULF COAST CELL TEL GA 29 Wireless
6224 RCTC WHOLESALE CO GA 29 Wireless
6225 MADISON CELL TEL CO GA 29 Wireless
6226 NATIONAL CELL COMM GA 29 Wireless
6229 MCTA GA 29 Wireless
</TABLE>
Page 64
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6230 GALVESTON CELL TELCO TX 29 Wireless
6231 ROCHESTER TEL MOBILE NY 29 Wireless
6234 TELIGENT, INC. - AL AL 29 Wireless
6238 SUPRA TELECM INFO KS KS 29 Wireless
6239 SUPRA TELECM INFO TX TX 29 Wireless
6241 SKYLAND TECH INC MT 29 Wireless
6242 SKYLAND TECH - MT MT 29 Wireless
6243 SKYLAND TECH - ND ND 29 Wireless
6247 AIRTOUCH CELLULAR AZ AZ 29 Wireless
6248 AIRTOUCH CELLULAR CO CO 29 Wireless
6249 AIRTOUCH CELLULAR ID ID 29 Wireless
6251 AIRTOUCH CELLULAR MN MN 29 Wireless
6252 AIRTOUCH CELLULAR NE NE 29 Wireless
6253 AIRTOUCH CELLULAR NM NM 29 Wireless
6254 AIRTOUCH CELLULAR ND ND 29 Wireless
6256 AIRTOUCH CELLULAR UT UT 29 Wireless
6257 AIRTOUCH CELLULAR WA WA 29 Wireless
6258 AIRTOUCH CELLULAR WY WY 29 Wireless
6260 UNITED STATES CELL IL 29 Wireless
6267 UNITED STATES CEL KS KS 29 Wireless
6269 UNITED STATES CEL AR AR 29 Wireless
6273 UNITED STATES CEL MN MN 29 Wireless
6279 UNITED STATES CEL MS MS 29 Wireless
6287 UNITED STATES CEL NY NY 29 Wireless
6288 UNITED STATES CEL NJ NJ 29 Wireless
6293 ALLTEL MOBILE COMM AR 29 Wireless
6295 ALLTEL MOBILE COM MO MO 29 Wireless
6296 ALLTEL MOBILE COM MS MS 29 Wireless
6297 ALLTEL MOBILE COM NY NY 29 Wireless
6301 ALLTEL MOBILE COM VA VA 29 Wireless
6308 CELPAGE GA GA 29 Wireless
6310 AIRTOUCH PAGING NV NV 29 Wireless
6316 AIRTOUCH PAGING AZ AZ 29 Wireless
6323 GTE MOBILNET OF SE NC 29 Wireless
6326 GTE MOBILNET SE GA GA 29 Wireless
6329 AT&T LOCAL-AR AR 29 Wireless
6330 AIRTOUCH PAGING FL 29 Wireless
6343 SHREVEPORT CELL ONE WA 29 Wireless
6344 SEIKO COMM AMER INC OR 29 Wireless
6345 SEIKO COMM AMER - OR OR 29 Wireless
6346 SEIKO COMM AMER - WA WA 29 Wireless
6350 PALMER CELL PARTSHP FL 29 Wireless
6357 SAIPAN CELL PARTNERS MS 29 Wireless
6360 MOBILEMEDIA COMM NV NV 29 Wireless
6361 MOBILEMEDIA COMM AZ AZ 29 Wireless
6362 CONTACT COMM INC TX 29 Wireless
6363 CONTACT COMM DC DC 29 Wireless
6365 CONTACT COMM WA WA 29 Wireless
6367 CONTACT COMM AR AR 29 Wireless
6368 CONTACT COMM NV NV 29 Wireless
6369 CONTACT COMMA CT CT 29 Wireless
6374 CONTACT COMM PA PA 29 Wireless
</TABLE>
Page 65
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6376 CONTACT COMM NY NY 29 Wireless
6377 CONTACT COMM MD MD 29 Wireless
6378 CONTACT COMM VA VA 29 Wireless
6379 CONTACT COMM MA MA 29 Wireless
6380 CONTACT COMM OH OH 29 Wireless
6383 VANGUARD CELL SYS NC NC 29 Wireless
6386 BELL ATLANTIC MOBILE NJ 29 Wireless
6400 BELL ATLANTIC MBL TX TX 29 Wireless
6404 DIAL PAGE INC SC 29 Wireless
6405 DIAL PAGE AL AL 29 Wireless
6411 DIAL PAGE VA VA 29 Wireless
6414 TIME WARNER TELECOM DC 29 Wireless
6415 INDEP CELL NTWK INC FL 29 Wireless
6419 INDEP CELL NTWKWV WV 29 Wireless
6420 WMPORT PA 8 CELL -FL FL 29 Wireless
6421 WMPORT PA 8 CELL -IA IA 29 Wireless
6422 WMPORT PA 8 CELL -PA PA 29 Wireless
6427 PAGER ONE OF FL AL AL 29 Wireless
6429 PAGER ONE OF FL NC NC 29 Wireless
6430 PAGER ONE OF FL SC SC 29 Wireless
6431 AMERICAN PER COMM MD 29 Wireless
6436 PAGER ONE OF FL VA VA 29 Wireless
6437 A+ NETWORK FL 29 Wireless
6442 A+ NETWORK - LA LA 29 Wireless
6443 A+ NETWORK - TX TX 29 Wireless
6444 A+ NETWORK - OK OK 29 Wireless
6447 A+ NETWORK - SC SC 29 Wireless
6448 A+ NETWORK - CA CA 29 Wireless
6449 A+ NETWORK - IA IA 29 Wireless
6450 A+ NETWORK - VA VA 29 Wireless
6452 360 COMMUNICATION IL 29 Wireless
6453 360 COMMUNICATION DE DE 29 Wireless
6457 360 COMMUNICATION NE NE 29 Wireless
6469 ALPHAQUEST INC CA 29 Wireless
6470 SEIKO COMM AMER - MD MD 29 Wireless
6472 SEIKO COMM AMER - DC DC 29 Wireless
6474 MICRONET INC TX 29 Wireless
6475 INDP CEL NTWK CHLSTN WV 29 Wireless
6476 OHIO CELLULAR RSA LP OH 29 Wireless
6477 OHIO CELL RSA LP OH OH 29 Wireless
6479 SElKO COMM AMER - DE DE 29 Wireless
6480 SAN DIEGO PAGING NJ 29 Wireless
6481 PHOENIX TUCSON PAGNG NJ 29 Wireless
6482 SOUTHWEST PAGING NJ 29 Wireless
6483 TSR PAGING INC NJ 29 Wireless
6487 TRI STATE RADIO CT CT 29 Wireless
6488 TRI STATE RADIO DE DE 29 Wireless
6492 ARCH SE COMM INC NC 29 Wireless
6501 PCS PRIMECO CA 29 Wireless
6512 INDIAN NAT FIBERWLS OK 29 Wireless
6513 OMNIPOINT COMM INC VA 29 Wireless
6519 HERO PRODUCTIONS FL 29 Wireless
</TABLE>
Page 66
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6525 MAP MOBILE COMM INC VA 29 Wireless
6533 SEIKO COMM AMER - TX TX 29 Wireless
6541 ALEXANDRIA CELL LIC CA 29 Wireless
6550 MOBILECOMM MIDSOUTH MS 29 Wireless
6552 MOBILECOMM MIDSO MO MO 29 Wireless
6555 MOBILE COMM SE - MD MD 29 Wireless
6556 SPRINGWICH CELL LTD CT 29 Wireless
6559 SNET CELLULAR CT 29 Wireless
6563 COMMNET CELLULAR CO 29 Wireless
6576 MOBILECOMM FL - AL AL 29 Wireless
6585 PAGECELL INC CA 29 Wireless
6587 PAGECELL INC NV NV 29 Wireless
6594 RAM TECHNOLOGIES -KY KY 29 Wireless
6598 RAM TECHNOLOGIES -IN IN 29 Wireless
6599 AMERICAN PER COMM PA PA 29 Wireless
6600 AMERICAN PER COMM WV WV 29 Wireless
6601 EL PASO CELL TEL CO AZ 29 Wireless
6602 MOBILE COMM OF TN MS 29 Wireless
6608 CONTEL CELLULAR INC GA 29 Wireless
6614 COEUR D ALENE ANS SV WA 29 Wireless
6621 CABLE AND WIRELESS VA 29 Wireless
6625 OMNIPOINT COMM VT VT 29 Wireless
6632 TSR PAGING NH NH 29 Wireless
6633 TSR PAGING MA MA 29 Wireless
6634 TSR PAGING RI RI 29 Wireless
6636 TSR PAGING DC DC 29 Wireless
6637 TSR PAGING FL FL 29 Wireless
6639 TSR PAGING NM NM 29 Wireless
6642 TSR PAGING IN IN 29 Wireless
6643 TSR PAGING MO MO 29 Wireless
6644 TSR PAGING OK OK 29 Wireless
6645 TSR PAGING WA WA 29 Wireless
6646 TSR PAGING MS MS 29 Wireless
6647 TSR PAGING CO CO 29 Wireless
6648 TSR PAGING WI WI 29 Wireless
6649 TSR PAGING KS KS 29 Wireless
6650 TSR PAGING MN MN 29 Wireless
6651 TSR PAGING SC SC 29 Wireless
6652 TSR PAGING GA GA 29 Wireless
6653 TSR PAGING AR AR 29 Wireless
6654 TSR PAGING UT UT 29 Wireless
6655 TSR PAGING AL AL 29 Wireless
6656 TSR PAGING NC NC 29 Wireless
6657 TSR PAGING OR OR 29 Wireless
6658 TSR PAGING NE NE 29 Wireless
6659 TSR PAGING OH OH 29 Wireless
6660 TSR PAGING LA LA 29 Wireless
6661 TSR PAGING IA IA 29 Wireless
6666 COMCAST CELLULAR COM PA 29 Wireless
6674 RSA DBA CELLULAR 29 LA 29 Wireless
6679 BLUE RIDGE CELLULAR LA 29 Wireless
6680 CIMARRON PAGING OK 29 Wireless
</TABLE>
Page 67
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
6689 EASTERN WIRELESS NY 29 Wireless
6690 NATIONPAGE INC NJ 29 Wireless
6696 CA RSA3 DBA GLDN ST CA 29 Wireless
6705 POINT TO POINT COMM GA 29 Wireless
6707 POINT TO POINT FL FL 29 Wireless
6708 DULUTH SUPERIOR CELL NY 29 Wireless
6709 ERIE CELL TEL CO OH 29 Wireless
6715 MOBILECOMM NE MS 29 Wireless
6716 CELLULAR ONE KOKOMO MO 29 Wireless
6717 MTC TELEMANAGEMENT CA 29 Wireless
6735 COMMUNITRONICS INC AL 29 Wireless
6742 VIRGINIA CELLULAR MD 29 Wireless
6757 CONTACT PAGING OF TX NM 29 Wireless
6760 ILL SIGNAL COMM IL 29 Wireless
6762 CELLULAR PROPERTIES TN 29 Wireless
6764 KENTUCKY CELLULAR KY 29 Wireless
6765 ALEXANDRA CELL CORP. GA 29 Wireless
6767 HALLMAN ELECTRONICS MI 29 Wireless
6772 ALLEGAN CELLULAR MI 29 Wireless
6774 ONQUE COMM OK OK 29 Wireless
6775 ONQUE COMM TX TX 29 Wireless
6776 ONQUE COMM WA WA 29 Wireless
6780 TRIAD OK L. P. OK 29 Wireless
6782 NO AMERICAN CELLULAR CA 29 Wireless
6787 PHOENIX COMM SVCS TX 29 Wireless
6791 GILRO CELLULAR CORP GA 29 Wireless
6798 INLAND MOBILE COMM CA 29 Wireless
6799 DURANGO CELL TEL CO NJ 29 Wireless
6803 COMSERVCO IN 29 Wireless
6807 NORTHLAND CELL CORP NY 29 Wireless
6812 MERCURY COMM COMPANY MS 29 Wireless
6819 WAUSAU CELL LICENSE NY 29 Wireless
6826 TRILLIUM CELL CORP. NJ 29 Wireless
6835 PROVIDENCE MOBILE TX 29 Wireless
6857 PAGE NEW ENGLAND MA 29 Wireless
6884 AMRO CELLULAR CORP NY 29 Wireless
6887 BUNYON CELL CORP GA 29 Wireless
6888 CENTRAL KY CELL CORP GA 29 Wireless
6891 MOBILE PHONE OF OKLA OK 29 Wireless
6892 SEVEN CELLULAR CORP GA 29 Wireless
6893 DUTCHES CTY CELL TEL GA 29 Wireless
6898 CHILL CELLULAR CORP NY 29 Wireless
6899 MINNESOTA SIX CELL NY 29 Wireless
6902 BEEPLES, INC. MI 29 Wireless
6904 GEORGE W BUSH PROP. TX 29 Wireless
6910 UNLIMITED COMM NV 29 Wireless
6920 PBI, INC. OK 29 Wireless
6932 DOUGLAS TELECOMM CA 29 Wireless
6944 PANHANDLE TELECOMM OK 29 Wireless
6952 HARRIS COMMUNICATION TN 29 Wireless
6954 LOCAL COMM NETWORK VA 29 Wireless
6957 CHIPPEWA CELL CORP GA 29 Wireless
</TABLE>
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6958 PEBBLES CELL CORP GA 29 Wireless
6963 VILAS CELLULAR CORP NY 29 Wireless
6964 FIVE CELLULAR CORP NY 29 Wireless
6965 FOUR CELLULAR CORP NY 29 Wireless
6966 ONE CELLULAR CORP NY 29 Wireless
6971 AMERICOM GA 29 Wireless
6975 ALTON CELL TELCO CELL GA 29 Wireless
6983 TELEBEEPER, INC. . FL 29 Wireless
6992 TELEPAGE COMM SYS KY 29 Wireless
6995 SATELITE CELLULAR AZ 29 Wireless
6997 COOKS COMM CORP CA 29 Wireless
6998 FRESNO MOBILE RADIO CA 29 Wireless
0036 GRANBY TELEPHONE & TELEGRAPH CO. MA 30 All Other LECs
0050 WILTON TELEPHONE CO. NH 30 All Other LECs
0072 FRONTIER COMMUNICATIONS OF AUSABLE V, NY 30 All Other LECs
0084 TACONIC TELEPHONE CORP. MA 30 All Other LECs
0084 TACONIC TELEPHONE CORP. NY 30 All Other LECs
0091 DUNKIRK & FREDONIA TELEPHONE CO. NY 30 All Other LECs
0096 CITIZENS TELECOMM. CO. OF NEW YORK NY 30 All Other LECs
0096 CITIZENS TELECOMM. CO. OF NEW YORK PA 30 All Other LECs
0100 FRONTIER COMMUNICATIONS OF NEW YORK, NY 30 All Other LECs
0102 LAKESIDE TELEPHONE ID 30 All Other LECs
0106 ALLTEL NEW YORK, INC. - FULTON NY 30 All Other LECs
0109 ALLTEL NEW YORK, INC. - JAMESTOWN NY 30 All Other LECs
0110 OGDEN TELEPHONE CO. NY 30 All Other LECs
0113 ALLTEL NEW YORK, INC. - RED JACKET NY 30 All Other LECs
0122 FRONTIER COMMUNICATIONS OF SENECA GC NY 30 All Other LECs
0128 FRONTIER COMMUNICATIONS OF SYLVAN LAF NY 30 All Other LECs
0135 WARWICK VALLEY TELEPHONE CO. NJ 30 All Other LECs
0135 WARWICK VALLEY TELEPHONE CO. NY 30 All Other LECs
0149 FRONTIER COMMUNICATIONS OF BREEZEWO PA 30 All Other LECs
0151 BUFFALO VALLEY TELEPHONE CO. PA 30 All Other LECs
0152 FRONTIER COMMUNICATIONS OF CANTON, IN PA 30 All Other LECs
0156 CITIZENS TELEPHONE CO. OF KECKSBURG PA 30 All Other LECs
0162 CONESTOGA TELEPHONE & TELEGRAPH CO. PA 30 All Other LECs
0168 FRONTIER COMMUNICATIONS OF PENNSYLVA PA 30 All Other LECs
0175 IRONTON TELEPHONE CO. PA 30 All Other LECs
0176 ALLTEL PENNSYLVANIA, INC. PA 30 All Other LECs
0178 FRONTIER COMMUNICATIONS OF LAKEWOOD PA 30 All Other LECs
0194 FRONTIER COMMUNICATIONS OF OSWAYO R PA 30 All Other LECs
0196 PALMERTON TELEPHONE CO. PA 30 All Other LECs
0204 SOUTH CANAAN TELEPHONE CO. PA 30 All Other LECs
0226 CLIFTON FORGE WAYNESBORO TELEPHONE VA 30 All Other LECs
0270 CITIZENS MOUNTAIN STATE TELEPHONE WV 30 All Other LECs
0291 GTC, INC. FL FL 30 All Other LECs
0294 GTC, INC. - AL AL 30 All Other LECs
0302 ALLTEL ALABAMA, INC. AL 30 All Other LECs
0306 FRONTIER COMMUNICATIONS OF ALABAMA, II AL 30 All Other LECs
0318 FRONTIER COMMUNICATIONS OF THE SOUTH AL 30 All Other LECs
0318 FRONTIER COMMUNICATIONS OF THE SOUTH FL 30 All Other LECs
0329 GULF TELEPHONE CO. FL 30 All Other LECs
0330 VISTA - UNITED TELECOMMUNICATIONS SYST FL 30 All Other LECs
</TABLE>
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<C> <S> <C> <C> <C>
0336 ALLTEL FLORIDA, INC. FL 30 All Other LECs
0339 ST. JOSEPH TELEPHONE & TELEGRAPH CO. FL 30 All Other LECs
0339 ST. JOSEPH TELEPHONE & TELEGRAPH CO. GA 30 All Other LECs
0354 CHICKAMAUGA TELEPHONE CORP. GA 30 All Other LECs
0356 COASTAL UTILITIES, INC. GA 30 All Other LECs
0357 ALLTEL GEORGIA, INC. GA 30 All Other LECs
0362 FRONTIER COMMUNICATIONS OF FAIRMOUNT GA 30 All Other LECs
0377 PINELAND TELEPHONE COOPERATIVE, INC. GA 30 All Other LECs
0402 ALLTEL KENTUCKY, INC. KY 30 All Other LECs
0429 EAST ASCENSION TELEPHONE CO. LA 30 All Other LECs
0433 LAFOURCHE TELEPHONE CO. LA 30 All Other LECs
0446 BAY SPRINGS TELEPHONE CO., INC. MS 30 All Other LECs
0453 ALLTEL MISSISSIPPI, INC. MS 30 All Other LECs
0468 ATLANTIC TELEPHONE MEMBERSHIP CORP. NC 30 All Other LECs
0474 CONCORD TELEPHONE CO. NC 30 All Other LECs
0476 ALLTEL CAROLINA - NORTH, INC. NC 30 All Other LECs
0483 LEXINGTON TELEPHONE CO. NC 30 All Other LECs
0502 STAR TELEPHONE MEMBERSHIP CORP. NC 30 All Other LECs
0517 ALLTEL SOUTH CAROLINA, INC. SC 30 All Other LECs
0520 FARMERS TELEPHONE COOPERATIVE, INC. SC 30 All Other LECs
0521 FORT MILL TELEPHONE CO. SC 30 All Other LECs
0523 HARGRAY TELEPHONE CO., INC. SC 30 All Other LECs
0527 HOME TELEPHONE CO., INC. SC 30 All Other LECs
0528 HORRY TELEPHONE COOPERATIVE, INC. SC 30 All Other LECs
0531 LANCASTER TELEPHONE CO. SC 30 All Other LECs
0542 ROCK HILL TELEPHONE CO. SC 30 All Other LECs
0562 DEKALB TELEPHONE COOPERATIVE TN 30 All Other LECs
0565 HIGHLAND TEL CO KY 30 All Other LECs
0571 MILLINGTON TELEPHONE CO., INC. TN 30 All Other LECs
0573 NORTH CENTRAL TELEPHONE COOPERATIVE KY 30 All Other LECs
0577 CITIZENS TELECOMM. CO. OF THE VOLUNTEE TN 30 All Other LECs
0597 CHILLICOTHE TELEPHONE CO. OH 30 All Other LECs
0598 MCCLURE TELEPHONE CO. OH 30 All Other LECs
0609 DOYLESTOWN TELEPHONE CO. OH 30 All Other LECs
0666 WESTERN RESERVE TELEPHONE CO. OH 30 All Other LECs
0675 BARAGA TELEPHONE CO. MI 30 All Other LECs
0682 FRONTIER COMMUNICATIONS OF MICHIGAN, MI 30 All Other LECs
0682 C C & S TELCO INC OH 30 All Other LECs
0682 FRONTIER COMMUNICATIONS, INC. OH 30 All Other LECs
0742 BLOOMINGDALE HOME TELEPHONE CO., INC. IN 30 All Other LECs
0788 MERCHANTS & FARMERS TELEPHONE CO. IN 30 All Other LECs
0828 FRONTIER COMMUNICATIONS OF THORNTOW IN 30 All Other LECs
0841 CENCOM OF WISCONSIN, INC. DBA PTI COMM WI 30 All Other LECs
0857 CASCO TELEPHONE CO. WI 30 All Other LECs
0858 FRONTIER COMMUNICATIONS OF LAKESHORE WI 30 All Other LECs
0912 FRONTIER COMMUNICATIONS OF MONDOVI, WI 30 All Other LECs
0916 MT. HOREB TELEPHONE CO. WI 30 All Other LECs
0922 NORTH - WEST TELEPHONE CO. DBD PTI CO WI 30 All Other LECs
0934 PLATTEVILLE TELEPHONE CO. DBA PTI COMM WI 30 All Other LECs
0937 PRICE COUNTY TELEPHONE CO. WI 30 All Other LECs
0952 SOUTHEAST TELEPHONE CO. OF WISCONSIN WI 30 All Other LECs
0959 THORP TELEPHONE CO. DBA PTI COMMUNICA WI 30 All Other LECs
</TABLE>
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<C> <S> <C> <C> <C>
0963 UTELCO, INC. WI 30 All Other LECs
0964 FRONTIER COMMUNICATIONS OF WISCONSIN WI 30 All Other LECs
0974 WOOD COUNTY TELEPHONE CO. WI 30 All Other LECs
0978 ALHAMBRA - GRANTFORK TELEPHONE CO. IL 30 All Other LECs
0980 BERGEN TELEPHONE CO. - ILLINOIS IL 30 All Other LECs
1003 EGYPTIAN TELEPHONE COOPERATIVE ASSOC IL 30 All Other LECs
1004 EL PASO TELEPHONE CO. IL 30 All Other LECs
1009 C-R TELEPHONE CO. IL 30 All Other LECs
1011 FRONTIER COMMUNICATIONS OF LAKESIDE, I IL 30 All Other LECs
1012 FLAT ROCK TELEPHONE COOPERATIVE, INC. IL 30 All Other LECs
1020 GRAFTON TELEPHONE CO. IL 30 All Other LECs
1023 GRIDLEY TELEPHONE CO. IL 30 All Other LECs
1025 SHAWNEE TELEPHONE CO. IL 30 All Other LECs
1026 HARRISONVILLE TELEPHONE CO. IL 30 All Other LECs
1032 HOME TELEPHONE CO. IL 30 All Other LECs
1037 ILLINOIS CONSOLIDATED TELEPHONE CO. IL 30 All Other LECs
1038 FRONTIER COMMUNICATIONS OF ILLINOIS, IN IL 30 All Other LECs
1043 LAHARPE TELEPHONE CO. IL 30 All Other LECs
1045 LEAF RIVER TELEPHONE CO. IL 30 All Other LECs
1048 MCNABB TELEPHONE CO. IL 30 All Other LECs
1055 FRONTIER COMMUNICATIONS OF MIDLAND, IL 30 All Other LECs
1057 GALLATIN RIVER COMMUNICATIONS IL 30 All Other LECs
1058 MONTROSE MUTUAL TELEPHONE CO. IL 30 All Other LECs
1060 MOULTRIE INDEPENDENT TELEPHONE CO. IL 30 All Other LECs
1061 FRONTIER COMMUNICATIONS OF MT. PULASI IL 30 All Other LECs
1065 ODIN TELEPHONE EXCHANGE, INC. IL 30 All Other LECs
1066 ONEIDA TELEPHONE EXCHANGE IL 30 All Other LECs
1067 FRONTIER COMMUNICATIONS OF ORION, INC IL 30 All Other LECs
1073 FRONTIER COMMUNICATIONS OF PRAIRIE, IN IL 30 All Other LECs
1079 FRONTIER COMMUNICATIONS OF SCHUYLER, IL 30 All Other LECs
1080 SHARON TELEPHONE CO. - ILLINOIS IL 30 All Other LECs
1088 WABASH TELEPHONE COOPERATIVE, INC. IL 30 All Other LECs
1091 WOODHULL COMMUNITY TELEPHONE CO. IL 30 All Other LECs
1093 YATES CITY TELEPHONE CO. IL 30 All Other LECs
1105 AYRSHIRE FARMERS MUTUAL TELEPHONE IA 30 All Other LECs
1127 FRONTIER COMMUNICATIONS OF IOWA, INC. IA 30 All Other LECs
1260 NORTHWEST IOWA TELEPHONE CO., INC. IA 30 All Other LECs
1292 SEARSBORO TELEPHONE CO., INC. IA 30 All Other LECs
1327 WEBB - DICKENS TELEPHONE CORP. IA 30 All Other LECs
1341 FRONTIER COMMUNICATIONS OF SCHUYLER, IA 30 All Other LECs
1367 FRONTIER COMMUNICATIONS OF MINNESOTA IA 30 All Other LECs
1367 FRONTIER COMMUNICATIONS OF MINNESOTA MN 30 All Other LECs
1375 MID - COMMUNICATIONS, INC. MN 30 All Other LECs
1427 MANKATO CITIZENS TELEPHONE CO. MN 30 All Other LECs
1445 NORTHLAND TELEPHONE CO. DBA PTI COMM MN 30 All Other LECs
1473 ROCK DEL TEL CO MN 30 All Other LECs
1577 GREAT PLAINS COMMUNICATIONS, INC. CO 30 All Other LECs
1577 GREAT PLAINS COMMUNICATIONS, INC. KS 30 All Other LECs
1577 GREAT PLAINS COMMUNICATIONS, INC. NE 30 All Other LECs
1577 GREAT PLAINS COMMUNICATIONS, INC. SD 30 All Other LECs
1580 PETERSBURG TELEPHONE CO. NE 30 All Other LECs
1595 SPRINT/UNITED TELEPHONE CO. MN 30 All Other LECs
</TABLE>
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<S> <C> <C> <C> <C>
1602 WEST RIVER COMMUNICATIONS, INC. ND 30 All Other LECs
1637 WEST RIVER TELECOMMUNICATIONS COOPE ND 30 All Other LECs
1637 WEST RIVER TELECOMMUNICATIONS COOPE SD 30 All Other LECs
1638 YORK TELEPHONE CO. ND 30 All Other LECs
1650 CITY OF BROOKINGS MUNICIPAL TELEPHONE SD 30 All Other LECs
1666 JEFFERSON TELEPHONE CO. SD 30 All Other LECs
1675 INTER-COMMUNITY TELEPHONE CO. II, INC. ND 30 All Other LECs
1677 SIOUX VALLEY TELEPHONE CO. IA 30 All Other LECs
1692 ARKANSAS TELEPHONE CO., INC. AR 30 All Other LECs
1718 PRAIRIE GROVE TELEPHONE CO. AR 30 All Other LECs
1729 WALNUT HILL TELEPHONE CO. AR 30 All Other LECs
1764 ELKHART TELEPHONE CO., INC. KS 30 All Other LECs
1764 ELKHART TELEPHONE CO., INC. OK 30 All Other LECs
1807 MO - KAN DIAL, INC. KS 30 All Other LECs
1807 MO - KAN DIAL, INC. MO 30 All Other LECs
1810 SPRINT/UNITED TELEPHONE OF EASTERN KA KS 30 All Other LECs
1812 SPRINT/UNITED TELEPHONE OF MISSOURI - K KS 30 All Other LECs
1831 SOUTH CENTRAL TELEPHONE ASSOCIATION, KS 30 All Other LECs
1831 SOUTH CENTRAL TELEPHONE ASSOCIATION, OK 30 All Other LECs
1833 SOUTHERN KANSAS TELEPHONE CO., INC. KS 30 All Other LECs
1859 BOURBEUSE TELEPHONE CO. MO 30 All Other LECs
1864 CHARITON VALLEY TELEPHONE CO. MO 30 All Other LECs
1865 CITIZENS TELEPHONE CO. MO 30 All Other LECs
1882 FIDELITY TELEPHONE CO. MO 30 All Other LECs
1885 ALLTEL MISSOURI, INC. AR 30 All Other LECs
1885 ALLTEL MISSOURI, INC. MO 30 All Other LECs
1965 ALLTEL OKLAHOMA, INC. OK 30 All Other LECs
1969 BIXBY TELEPHONE CO., INC. OK 30 All Other LECs
2011 OKLAHOMA AllTEL, INC. OK 30 All Other LECs
2069 ELECTRA TELEPHONE CO., INC. TX 30 All Other LECs
2070 ETEX TELEPHONE COOPERATIVE, INC. TX 30 All Other LECs
2104 LAKE LIVINGSTON TELEPHONE CO. TX 30 All Other LECs
2109 LUFKIN - CONROE TELEPHONE EXCHANGE, INC. TX 30 All Other LECs
2147 SUGAR LAND TELEPHONE CO. TX 30 All Other LECs
2150 TATUM TELEPHONE CO. TX 30 All Other LECs
2153 TEXAS - AllTEL, INC. TX 30 All Other LECs
2172 CITIZENS UTILITIES RURAL CO., INC. AZ 30 All Other LECs
2172 CITIZENS UTILITIES RURAL CO., INC. CA 30 All Other LECs
2185 EAGLE TELECOMMUNICATIONS, INC. CO 30 All Other LECs
2187 EL PASO COUNTY MUTUAL TELEPHONE CO. CO 30 All Other LECs
2190 HAXTUN TELEPHONE CO. CO 30 All Other LECs
2223 GEM STATE UTILITIES CORP. ID 30 All Other LECs
2223 GEM STATE UTILITIES CORP. NV 30 All Other LECs
2249 NORTHWESTERN TELEPHONE SYSTEMS, INC. MT 30 All Other LECs
2252 RONAN TELEPHONE CO. MT 30 All Other LECs
2275 NAVAJO COMMUNICATIONS CO. AZ 30 All Other LECs
2275 NAVAJO COMMUNICATIONS CO. NM 30 All Other LECs
2275 NAVAJO COMMUNICATIONS CO. UT 30 All Other LECs
2284 BEEHIVE TELEPHONE CO. NV 30 All Other LECs
2284 BEEHIVE TELEPHONE CO. UT 30 All Other LECs
2296 TRI - COUNTY TELEPHONE ASSOCIATION, INC WY 30 All Other LECs
2297 UNION TELEPHONE CO. CO 30 All Other LECs
</TABLE>
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<S> <C> <C> <C> <C>
2297 UNION TELEPHONE CO. UT 30 All Other LECs
2297 UNION TELEPHONE CO. WY 30 All Other LECs
2299 TELEPHONE UTILITIES OF WYOMING, INC. WY 30 All Other LECs
2304 CTZN TEL GOLDEN STAT NV 30 All Other LECs
2308 CITIZENS UTILITIES CO. OF CALIFORNIA CA 30 All Other LECs
2323 WINTERHAVEN TELEPHONE CO. CA 30 All Other LECs
2324 KERMAN TELEPHONE CO. CA 30 All Other LECs
2334 ROSEVILLE TELEPHONE CO. CA 30 All Other LECs
2338 SIERRA TELEPHONE CO., INC. CA 30 All Other LECs
2344 WEST COAST TELEPHONE CO. OF CALIFORNI CA 30 All Other LECs
2354 CITIZENS TELECOMM. CO. OF NEVADA NV 30 All Other LECs
2359 BEAVER CREEK COOPERATIVE TELEPHONE C OR 30 All Other LECs
2360 TELEPHONE UTILITIES OF EASTERN OREGON CA 30 All Other LECs
2360 TELEPHONE UTILITIES OF EASTERN OREGON OR 30 All Other LECs
2395 TELEPHONE UTILITIES OF OREGON OR 30 All Other LECs
2399 STAYTON COOPERATIVE TELEPHONE CO. OR 30 All Other LECs
2408 TELEPHONE UTILITIES OF WASHINGTON, INC. WA 30 All Other LECs
2422 INTER - ISLAND TELEPHONE CO. WA 30 All Other LECs
2453 YELM TELEPHONE CO. WA 30 All Other LECs
2456 MALHEUR HOME TELEPHONE CO. OR 30 All Other LECs
3306 SOUTH CENTRAL TELECOMMUNICATIONS OF KS 30 All Other LECs
3320 CONTOOCOOK VALLEY TELEPHONE CO. NH 30 All Other LECs
3321 HOLLIS TELEPHONE COMPANY, INC. NH 30 All Other LECs
3334 TABLE TOP TELEPHONE CO., INC. AZ 30 All Other LECs
3401 CITIZENS TELECOMM. CO. OF OREGON OR 30 All Other LECs
3402 CITIZENS TELECOMM. CO. OF THE GOLDEN S CA 30 All Other LECs
3411 TCT WEST,INC. MT 30 All Other LECs
3411 TCT WEST, INC. WY 30 All Other LECs
3700 MICRONESIAN TELECOMMUNICATIONS CORP NN 30 All Other LECs
4004 FRONTIER LOCAL SERVICES - MO MO 30 All Other LECs
4005 FRONTIER LOCAL SERVICES - VA VA 30 All Other LECs
4006 LEVEL 3 COMMUNICATIONS, LLC - NY NY 30 All Other LECs
4009 MILLENNIUM TELCOM, L.L.C. TX 30 All Other LECs
4010 SOUTH CENTRAL UTAH TELEPHONE ASSOCIA UT 30 All Other LECs
4012 RCN TELECOM SERVICES OF DELAWARE, INC DE 30 All Other LECs
4016 XCOM TECHNOLOGIES, INC.DBA XCOM TELEF RI 30 All Other LECs
4017 XCOM TECHNOLOGIES, INC.DBA XCOM TELEF NH 30 All Other LECs
4017 XCOM TECHNOLOGIES, INC.DBA XCOM TELEF RI 30 All Other LECs
4018 LEVEL 3 COMMUNICATIONS, LLC - MA MA 30 All Other LECs
4024 CHOICE ONE COMMUNICATIONS, INC. NY 30 All Other LECs
4027 WEST COAST PCS LLC CA 30 All Other LECs
4028 BRAVO CELLULAR, L.L.C. NC 30 All Other LECs
4042 CUMBY TELEPHONE COOPERATIVE, INC. TX 30 All Other LECs
4046 SANTA ROSA TELEPHONE COOPERATIVE, INC TX 30 All Other LECs
4069 COON RAPIDS MUNICIPAL UTILITY IA 30 All Other LECs
4072 CHAMPAIGN CELL TELCO IL 30 All Other LECs
4073 DECATUR CELLULAR TELEPHONE CO., INC. IL 30 All Other LECs
4074 TEXAS/ILLINOIS CELLULAR LIMITED PARTNER IL 30 All Other LECs
4075 SBMS CELLULAR TELECOMMUNICATIONS BLC IL 30 All Other LECs
4079 US DETANET CORPORATION NY 30 All Other LECs
4084 PAETEC COMMUNICATIONS, INC. MA 30 All Other LECs
4087 FRONTIER LOCAL SERVICES,INC. - WI WI 30 All Other LECs
</TABLE>
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<S> <C> <C> <C> <C>
4092 COMMCHOICE OF IOWA, LLC IA 30 All Other LECs
4107 CHOICE ONE COMMUNICATIONS, INC. NH 30 All Other LECs
4131 OGC TELECOMM, LTD. - WA WA 30 All Other LECs
4136 ALLEGHENY HYPERION TELECOMMUNICATIO PA 30 All Other LECs
4146 SMITH BAGLEY INC. DBA CELLULAR ONE OF N NM 30 All Other LECs
4152 PAETEC COMMUNICATIONS, INC. NY 30 All Other LECs
4161 FRONTIER LOCAL SERVICES - PA PA 30 All Other LECs
4322 CITIZENS TELECOMM. CO. OF MONTANA MT 30 All Other LECs
4332 ALLTEL GEORGIA COMMUNICATION CORP. GA 30 All Other LECs
4336 CITIZENS TELECOMM. CO. OF TENNESSEE TN 30 All Other LECs
4338 CITIZENS TELECOMM. CO. OF WEST VIRGINIA WV 30 All Other LECs
4418 FRONTIER COMMUNICATIONS OF MICHIGAN, OH 30 All Other LECs
4425 GEORGIA AllTEL TELECOMM, INC. GA 30 All Other LECs
4426 CITIZENS TELECOMM. CO. OF ARIZONA AZ 30 All Other LECs
4427 CITIZENS TELECOMM. CO. OF IDAHO ID 30 All Other LECs
4429 CITIZENS TELECOMM. CO. OF UTAH UT 30 All Other LECs
4611 BEEHIVE TEL CO - UT UT 30 All Other LECs
4612 BEEHIVE TEL CO - NV NV 30 All Other LECs
7008 CONSOLIDATED COMMUNICATIONS NETWOR ND 30 All Other LECs
7010 COMMCHOICE L.L.C. SD 30 All Other LECs
7014 AMERICAN COMMUN. SVCS., INC. - KS KS 30 All Other LECs
7017 ALEC, INC. KY 30 All Other LECs
7021 FIBERCOM, L.C. IA 30 All Other LECs
7023 SHELL OFFSHORE SERVICES COMPANY LA 30 All Other LECs
7028 PIONEER LONG DISTANCE, INC. OK 30 All Other LECs
7030 MICROWAVE SERVICE INC DBA TELIGENT, INC LA 30 All Other LECs
7031 COMAV CORPORATION MA 30 All Other LECs
7048 DOBSON WIRELESS, INC. OK 30 All Other LECs
7051 MGC COMMUNICATIONS, INC. - IL IL 30 All Other LECs
7056 NEXTLINK ILLINOIS, INC. IL 30 All Other LECs
7059 FOCAL COMMUNICATIONS CORPORATION OF NY 30 All Other LECs
7060 TIME WARNER COMMUNICATIONS OF INDIAN IN 30 All Other LECs
7061 ATX TELECOMMUNICATIONS SERVICES, LTD NJ 30 All Other LECs
7062 OMNICALL, INC. SC 30 All Other LECs
7074 TIME WARNER COMMUNICATIONS OF HOUST TX 30 All Other LECs
7077 COX CONNECTICUT TELECOM, LLC CT 30 All Other LECs
7078 COX ARIZONA TELECOM. INC. AZ 30 All Other LECs
7080 EASTLAND OF ORLANDO TELEPHONE COMPA FL 30 All Other LECs
7087 CSW/ICG CHOICE COM, L.P. TX 30 All Other LECs
7089 MGC COMMUNICATIONS, INC. GA GA 30 All Other LECs
7094 GOLDFIELD ACCESS NETWORK, L.C. IA 30 All Other LECs
7097 ENTERGY HYPERION TELECOMMUNICATIONS AR 30 All Other LECs
7098 ENTERGY HYPERION TELECOMMUNICATIONS MS 30 All Other LECs
7100 ENTERGY HYPERION TELECOMMUNICATIONS LA 30 All Other LECs
7102 DIGITAL TELEPORT, INC. MO 30 All Other LECs
7103 BROOKS FIBER COMMUNICATIONS - MASSACI MA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP AL 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP AZ 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP CA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP CO 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP CT 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP DC 30 All Other LECs
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<S> <C> <C> <C> <C>
7125 TELEPORT COMMUNICATIONS GROUP FL 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP GA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP IA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP IL 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP IN 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP KY 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP MA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP MD 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP MI 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP MN 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP MO 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP NC 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP NE 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP NJ 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP NY 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP OH 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP OR 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP PA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP RI 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP TN 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP TX 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP UT 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP VA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP WA 30 All Other LECs
7125 TELEPORT COMMUNICATIONS GROUP WI 30 All Other LECs
7126 CABLEVISION LIGHTPATH, INC. CT 30 All Other LECs
7126 CABLEVISION LIGHTPATH, INC. NY 30 All Other LECs
7128 BROOKS FIBER COMMUNICATIONS OF CALIF CA 30 All Other LECs
7129 HYPERION TELECOMMUNICATIONS, INC. NJ 30 All Other LECs
7129 HYPERION TELECOMMUNICATIONS, INC. NY 30 All Other LECs
7129 HYPERION TELECOMMUNICATIONS, INC. PA 30 All Other LECs
7129 HYPERION TELECOMMUNICATIONS, INC. TN 30 All Other LECs
7130 HYPERION TELECOMMUNICATIONS OF NEW NY 30 All Other LECs
7133 WORLDCOM TECHNOLOGIES, INC. - NY NY 30 All Other LECs
7134 WORLDCOM TECHNOLOGIES, INC. - NJ NJ 30 All Other LECs
7135 TELEPORT COMMUNICATIONS GROUP - BOST MA 30 All Other LECs
7136 TELEPORT COMMUNICATIONS GROUP - CHIC IL 30 All Other LECs
7136 TELEPORT COMMUNICATIONS GROUP - CHIC IN 30 All Other LECs
7138 TELEPORT COMMUNICATIONS GROUP - HOU TX 30 All Other LECs
7139 TELEPORT COMMUNICATIONS GROUP - LOS CA 30 All Other LECs
7140 TELEPORT COMMUNICATIONS GROUP - NEW NY 30 All Other LECs
7142 TELEPORT COMMUNICATIONS GROUP - NEW NJ 30 All Other LECs
7143 TELEPORT COMMUNICATIONS GROUP - NEW CT 30 All Other LECs
7144 TELEPORT COMMUNICATIONS GROUP - OMA IA 30 All Other LECs
7144 TELEPORT COMMUNICATIONS GROUP - OMA NE 30 All Other LECs
7145 TELEPORT COMMUNICATIONS GROUP - SAN F CA 30 All Other LECs
7146 TELEPORT COMMUNICATIONS GROUP - SEAT WA 30 All Other LECs
7147 TELEPORT COMMUNICATIONS GROUP - SAN CA 30 All Other LECs
7148 TELEPORT COMMUNICATIONS GROUP - DALL TX 30 All Other LECs
7149 INTERMEDIA COMMUNICATIONS, INC. FL 30 All Other LECs
7149 INTERMEDIA COMMUNICATIONS, INC. GA 30 All Other LECs
7149 INTERMEDIA COMMUNICATIONS, INC. NC 30 All Other LECs
</TABLE>
Page 75
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7149 INTERMEDIA COMMUNICATIONS INC. NY 30 All Other LECs
7157 BROOKS FIBER COMMUNICATIONS OF MICHI MI 30 All Other LECs
7158 BROOKS FIBER COMMUNICATIONS OF OHIO OH 30 All Other LECs
7161 FIRSTWORLD SGV CA 30 All Other LECs
7163 ICG TELECOM GROUP, INC. - OH OH 30 All Other LECs
7170 MEDIAONE, INC. GA 30 All Other LECs
7172 ELECTRIC LIGHTWAVE, INC. - OREGON OR 30 All Other LECs
7173 ELECTRIC LIGHTWAVE, INC. - WASHINGTON WA 30 All Other LECs
7174 ELECTRIC LIGHTWAVE, INC. - CALIFORNIA CA 30 All Other LECs
7175 ELECTRIC LIGHTWAVE, INC. - ARIZONA AZ 30 All Other LECs
7176 ELECTRIC LIGHTWAVE, INC. - UTAH UT 30 All Other LECs
7178 TIME WARNER COMMUNICATIONS CO 30 All Other LECs
7178 TIME WARNER COMMUNICATIONS IN 30 All Other LECs
7178 TIME WARNER COMMUNICATIONS TX 30 All Other LECs
7185 R & B COMMUNICATIONS VA 30 All Other LECs
7186 HYPERION TELECOMMUNICATIONS OF VIRGI VA 30 All Other LECs
7187 MULTIMEDIA HYPERION TELECOMMUNICATIO KS 30 All Other LECs
7188 HYPERION TELECOMMUNICATIONS OF VERM VT 30 All Other LECs
7189 COX FIBERNET COMMERCIAL SERVICES INC. VA 30 All Other LECs
7190 COX CABLE NEW ORLEANS, INC. LA 30 All Other LECs
7191 COX CABLE, INC. AZ 30 All Other LECs
7192 COX CABLE OKLAHOMA CITY INC. OK 30 All Other LECs
7196 WORLDCOM TECHNOLOGIES, INC. - IL IL 30 All Other LECs
7197 ACC NATIONAL TELECOM CORPORATION -NY MA 30 All Other LECs
7197 ACC NATIONAL TELECOM CORPORATION -NY NY 30 All Other LECs
7198 ACC NATIONAL TELECOM CORP. CLEC NY 30 All Other LECs
7199 WORLDCOM TECHNOLOGIES, INC. - MA MA 30 All Other LECs
7211 WINSTAR TELECOMMUNICATIONS INC. DBA KS 30 All Other LECs
7212 WINSTAR TELECOMMUNICATIONS INC. DBA WI 30 All Other LECs
7213 TCG AMERICA - MICHIGAN MI 30 All Other LECs
7214 SHELLSBURG TELECOMMUNICATIONS, INC. IA 30 All Other LECs
7215 INDEPENDENT NETWORKS, L.L.C. IA 30 All Other LECs
7216 TCG - MILWAUKEE WI 30 All Other LECs
7217 TCG - PHOENIX AZ 30 All Other LECs
7218 TCG - ST. LOUIS IL 30 All Other LECs
7218 TCG - ST. LOUIS MO 30 All Other LECs
7228 WORLDCOM TECHNOLOGIES, INC. - MD DC 30 All Other LECs
7228 WORLDCOM TECHNOLOGIES, INC. - MD MD 30 All Other LECs
7229 MCIMETRO, ATS, INC. AZ 30 All Other LECs
7229 MCIMETRO, ATS, INC. CA 30 All Other LECs
7229 MCIMETRO, ATS, INC. CO 30 All Other LECs
7229 MCIMETRO, ATS, INC. CT 30 All Other LECs
7229 MCIMETRO, ATS, INC. DC 30 All Other LECs
7229 MCIMETRO, ATS, INC. FL 30 All Other LECs
7229 MCIMETRO, ATS, INC. GA 30 All Other LECs
7229 MCIMETRO, ATS, INC. IL 30 All Other LECs
7229 MCIMETRO, ATS, INC. IN 30 All Other LECs
7229 MCIMETRO, ATS, INC. KY 30 All Other LECs
7229 MCIMETRO, ATS, INC. MA 30 All Other LECs
7229 MCIMETRO, ATS, INC. MD 30 All Other LECs
7229 MCIMETRO, ATS, INC. MI 30 All Other LECs
7229 MCIMETRO, ATS, INC. MN 30 All Other LECs
</TABLE>
Page 76
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7229 MCIMETRO, ATS, INC. NC 30 All Other LECs
7229 MCIMETRO, ATS, INC. NJ 30 All Other LECs
7229 MCIMETRO, ATS, INC. NY 30 All Other LECs
7229 MCIMETRO, ATS, INC. OH 30 All Other LECs
7229 MCIMETRO, ATS, INC. OR 30 All Other LECs
7229 MCIMETRO, ATS, INC. PA 30 All Other LECs
7229 MCIMETRO, ATS, INC. TN 30 All Other LECs
7229 MCIMETRO, ATS, INC. TX 30 All Other LECs
7229 MCIMETRO, ATS, INC. VA 30 All Other LECs
7229 MCIMETRO, ATS, INC. WA 30 All Other LECs
7229 MCIMETRO, ATS, INC. WI 30 All Other LECs
7230 BROOKS FIBER COMMUNICATIONS OF CONNE CT 30 All Other LECs
7231 BROOKS FIBER COMMUNICATIONS OF RHODE RI 30 All Other LECs
7232 HYPERION TELECOMMUNICATIONS OF CENT NJ 30 All Other LECs
7234 HYPERION TELECOMMUNICATIONS OF LOUIS KY 30 All Other LECs
7236 HYPERION TELECOMMUNICATIONS, INC. - TE TN 30 All Other LECs
7237 HYPERION TELECOMMUNICATIONS OF PENN PA 30 All Other LECs
7238 WORLDCOM TECHNOLOGIES, INC. - VA VA 30 All Other LECs
7239 WORLDCOM TECHNOLOGIES, INC. - TX TX 30 All Other LECs
7240 WORLDCOM TECHNOLOGIES, INC. - CA CA 30 All Other LECs
7241 GST PACIFIC LIGHTWAVE CA 30 All Other LECs
7242 ICG TELECOM GROUP - TENNESSEE TN 30 All Other LECs
7243 ICG TELECOM GROUP - KENTUCKY KY 30 All Other LECs
7244 ICG TELECOM GROUP - NORTH CAROLINA NC 30 All Other LECs
7245 ICG TELECOM GROUP - CALIFORNIA CA 30 All Other LECs
7249 BROOKS FIBER COMMUNICATIONS OF TEXAS TX 30 All Other LECs
7258 BROOKS FIBER COMMUNICATIONS OF OKLAH OK 30 All Other LECs
7259 TIME WARNER COMMUNICATIONS - NY - ROC NY 30 All Other LECs
7260 AMERICAN COMMUN. SVCS., INC. OF LOUISV KY 30 All Other LECs
7262 NEXTLINK OF CALIFORNIA CA 30 All Other LECs
7263 AMERICAN COMMUN. SVCS., INC. OF FT. WO TX 30 All Other LECs
7264 AMERICAN COMMUN. SVCS., INC. OF LITTLE R AR 30 All Other LECs
7265 ACC NATIONAL TELECOM CORPORATION - MA MA 30 All Other LECs
7265 ACC NATIONAL TELECOM CORPORATION - MA NY 30 All Other LECs
7267 ACC TELECOM CORP. NY 30 All Other LECs
7268 ACC ROCHESTER TELCOM CORP. NY 30 All Other LECs
7272 MCLEOD USA TELECOMMUNICATION SERVICE IA 30 All Other LECs
7273 AMERICAN COMMUN. SVCS., OF GREENVILLE, SC 30 All Other LECs
7274 WORLDCOM TECHNOLOGIES, INC. - WA WA 30 All Other LECs
7277 BROOKS FIBER COMMUNICATIONS - ARKANS AR 30 All Other LECs
7278 BROOKS FIBER COMMUNICATIONS - TENNES TN 30 All Other LECs
7279 WORLDCOM TECHNOLOGIES, INC. - MI MI 30 All Other LECs
7308 TCG DELAWARE VALLEY INC - DE DE 30 All Other LECs
7309 TCG DELAWARE VALLEY, INC. PA PA 30 All Other LECs
7310 TCG DELAWARE VALLEY, INC. - NJ NJ 30 All Other LECs
7314 TCG AMERICA INDIANA, INC. IN 30 All Other LECs
7315 TCG AMERICA PITTSBURGH, INC. PA 30 All Other LECs
7316 WORLDCOM TECHNOLOGIES, INC. - CT CT 30 All Other LECs
7318 NATIONAL TELECOMMUNICATIONS OF FLORI FL 30 All Other LECs
7319 BLUEGRASS NETWORKS LIMITED LIABILITY C KY 30 All Other LECs
7322 TIME WARNER COMM AXS WISCONSIN - MILW WI 30 All Other LECs
7325 TCG AMERICA, INC. - MARYLAND MD 30 All Other LECs
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7326 AMERICAN COMMUN. SVCS., INC. OF NEW ME NM 30 All Other LECs
7327 AMERICAN COMMUN. SVCS., INC. INC. OF ALA AL 30 All Other LECs
7332 LDS COMMUNICATIONS, INC. LA 30 All Other LECs
7340 NEXTLINK WASHINGTON, L.L.C. WA 30 All Other LECs
7341 NEXTLINK DE 30 All Other LECs
7341 NEXTLINK NJ 30 All Other LECs
7341 NEXTLINK PENNSYLVANIA, L.P. PA 30 All Other LECs
7342 FIBER SOUTH, INC. NC 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. CA 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. - NY CO 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. - NY MA 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. - NY MN 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. - NY NY 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. OH 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. TX 30 All Other LECs
7343 FRONTIER LOCAL SERVICES, INC. - NY WA 30 All Other LECs
7344 NEXTLINK TENNESSEE, L.L.C. TN 30 All Other LECs
7347 INTERSTATE FIBERNET GA 30 All Other LECs
7349 AMERICAN COMMUN. SVCS., INC OF ARIZONA AZ 30 All Other LECs
7350 TOTAL TELECOMMUNICATI SERVICES, INC. OK 30 All Other LECs
7351 TELEPORT COMMUNICATIONS GROUP - RHO RI 30 All Other LECs
7353 RCN TELECOM SERVICES, INC. - NY NY 30 All Other LECs
7354 LINKATEL OF CALIFORNIA, L.P. CA 30 All Other LECs
7376 BROOKS FIBER COMMUNICATIONS NV 30 All Other LECs
7378 TELEPORT COMMUNICATIONS GROUP - COLO CO 30 All Other LECs
7379 PAC - WEST TELECOMM, INC. CA 30 All Other LECs
7385 JONES INTERCABLE, INC. - VIRGINIA VA 30 All Other LECs
7386 JONES INTERCABLE, INC. - MARYLAND DC 30 All Other LECs
7386 JONES INTERCABLE, INC. - MARYLAND MD 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. AZ 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. CA 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. CT 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. DC 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. DE 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. FL 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. IL 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. MA 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. MD 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. NJ 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. NY 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. PA 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. TX 30 All Other LECs
7389 GEOTEK COMMUNICATIONS, INC. VA 30 All Other LECs
7391 SPRINT METROPOLITAN NETWORKS, INC. FL 30 All Other LECs
7393 CONSOLIDATED COMMUNICATIONS TELCOM IL 30 All Other LECs
7393 CONSOLIDATED COMMUNICATIONS TELCOM IN 30 All Other LECs
7399 WESTEL, INC. - TX TX 30 All Other LECs
7403 AMERICAN TELCO, INC. TX 30 All Other LECs
7404 ICG TELECOM GROUP, INC. - AL AL 30 All Other LECs
7421 AT&T LOCAL AL 30 All Other LECs
7421 AT&T LOCAL AZ 30 All Other LECs
7421 AT&T LOCAL CA 30 All Other LECs
</TABLE>
Page 78
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7421 AT&T LOCAL CO 30 All Other LECs
7421 AT&T LOCAL CT 30 All Other LECs
7421 AT&T LOCAL DC 30 AlI Other LECs
7421 AT&T LOCAL DE 30 All Other LECs
7421 AT&T LOCAL FL 30 AlI Other LECs
7421 AT&T LOCAL GA 30 All Other LECs
7421 AT&T LOCAL IL 30 All Other LECs
7421 AT&T LOCAL KS 30 All Other LECs
7421 AT&T LOCAL KY 30 All Other LECs
7421 AT&T LOCAL LA 30 All Other LECs
7421 AT&T LOCAL MA 30 All Other LECs
7421 AT&T LOCAL MD 30 All Other LECs
7421 AT&T LOCAL ME 30 All Other LECs
7421 AT&T LOCAL MI 30 All Other LECs
7421 AT&T LOCAL MN 30 All Other LECs
7421 AT&T LOCAL MO 30 All Other LECs
7421 AT&T LOCAL MS 30 All Other LECs
7421 AT&T LOCAL NC 30 All Other LECs
7421 AT&T LOCAL NJ 30 All Other LECs
7421 AT&T LOCAL NM 30 All Other LECs
7421 AT&T LOCAL NY 30 All Other LECs
7421 AT&T LOCAL OH 30 All Other LECs
7421 AT&T LOCAL OK 30 All Other LECs
7421 AT&T LOCAL PA 30 All Other LECs
7421 AT&T LOCAL SC 30 All Other LECs
7421 AT&T LOCAL TN 30 All Other LECs
7421 AT&T LOCAL TX 30 All Other LECs
7421 AT&T LOCAL UT 30 All Other LECs
7421 AT&T LOCAL VA 30 All Other LECs
7421 AT&T LOCAL WA 30 All Other LECs
7421 AT&T LOCAL WI 30 All Other LECs
7421 AT&T LOCAL WV 30 All Other LECs
7430 TIME WARNER AXS NYC - MANHATTAN NY 30 All Other LECs
7431 US LONG DISTANCE, INC. TX 30 All Other LECs
7432 WORLDCOM TECHNOLOGIES, INC. - MO MO 30 All Other LECs
7434 WORLDCOM TECHNOLOGIES, INC. - PA PA 30 All Other LECs
7435 MFS INTELENET, INC. CT 30 All Other LECs
7435 WORLDCOM TECHNOLOGIES, INC. - GA GA 30 All Other LECs
7436 TIME WARNER COMMUNICATIONS AXS OF OH OH 30 All Other LECs
7437 TIME WARNER COMMUNICATIONS AXS FLORI FL 30 All Other LECs
7440 WORLDCOM TECHNOLOGIES, INC. - IN IN 30 All Other LECs
7442 WORLDCOM TECHNOLOGIES, INC. - OR OR 30 All Other LECs
7443 WORLDCOM TECHNOLOGIES, INC. - OH OH 30 All Other LECs
7445 WORLDCOM TECHNOLOGIES, INC. - DC DC 30 All Other LECs
7448 WORLDCOM TECHNOLOGIES, INC. - FL FL 30 All Other LECs
7451 KMC TELECOM DBA KMC SOUTHEAST CORP AL 30 All Other LECs
7453 U.S. TELEPACIFIC CORP. CA 30 All Other LECs
7455 GST LIGHTWAVE, INC. - WASHINGTON WA 30 All Other LECs
7456 GST LIGHTWAVE, INC. - CALIFORNIA CA 30 All Other LECs
7457 GST NEW MEXICO LIGHTWAVE, INC. NM 30 All Other LECs
7458 ADVANCED NETWORK COMMUNICATIONS, L.L IA 30 All Other LECs
7459 DIVERSIFIED COMMUNICATIONS, INC. IN 30 All Other LECs
</TABLE>
Page 79
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7460 TIME WARNER AXS OF CINCINNATI, OHIO IN 30 All Other LECs
7460 TIME WARNER AXS OF CINCINNATI, OHIO KY 30 All Other LECs
7460 TIME WARNER AXS OF CINCINNATI, OHIO OH 30 All Other LECs
7461 US ONE COMMUNICATIONS - MS IL 30 All Other LECs
7461 US ONE COMMUNICATIONS - MS MA 30 All Other LECs
7463 BROOKS FIBER COMMUNICATIONS - MISSISSI MS 30 All Other LECs
7464 BROOKS FIBER COMMUNICATIONS - NEW ME NM 30 All Other LECs
7465 BROOKS FIBER COMMUNICATIONS OF TUSC AZ 30 All Other LECs
7466 BIG SKY TELECOM, INC. WY 30 All Other LECs
7469 INTERMEDIA COMMUNICATIONS INC - ALABA AL 30 All Other LECs
7471 INTERCEL, INC. KY 30 All Other LECs
7471 INTERCEL, INC. SC 30 All Other LECs
7472 INTERCEL, INC. - FLORIDA FL 30 All Other LECs
7473 INTERCEL, INC. - GEORGIA GA 30 All Other LECs
7473 INTERCEL, INC. - GEORGIA SC 30 All Other LECs
7474 INTERCEL, INC. - MISSISSIPPI MS 30 All Other LECs
7475 INTERCEL, INC. - ALABAMA AL 30 All Other LECs
7476 INTERCEL, INC. - TENNESSEE TN 30 All Other LECs
7480 PACIFIC BELL - CLEC CA 30 All Other LECs
7482 OGC TELECOMM, LTD OR 30 All Other LECs
7482 OGC TELECOMM, LTD WA 30 All Other LECs
7485 INTERNATIONAL TELCOM, LTD. WA 30 All Other LECs
7487 AMERICAN COMMUN. SVCS., INC. OF LAS VEG NV 30 All Other LECs
7488 AMERICAN COMMUN. SVCS., INC. OF BATON LA 30 All Other LECs
7490 AMERICAN COMMUN. SVCS., INC. OF COLUMB AL 30 All Other LECs
7490 AMERICAN COMMUN. SVCS., INC. OF COLUMB GA 30 All Other LECs
7511 GST IDAHO LIGHTWAVE, INC. ID 30 All Other LECs
7513 COMMONWEALTH TELEPHONE CO. MD 30 All Other LECs
7513 COMMONWEALTH TELECOM SERVICES, INC. NY 30 All Other LECs
7513 COMMONWEALTH TELECOM SERVICES, INC. PA 30 All Other LECs
7514 SOUTHEAST TELEPHONE , LP KY 30 All Other LECs
7515 INTERMEDIA COMMUNICATIONS, INC. - NY NY 30 All Other LECs
7516 TIME WARNER COMMUNICATIONS AXS OF AU TX 30 All Other LECs
7517 TIME WARNER COMMUNICATIONS AXS OF ME KY 30 All Other LECs
7517 TIME WARNER COMMUNICATIONS AXS OF ME MS 30 All Other LECs
7517 TIME WARNER COMMUNICATIONS AXS OF ME TN 30 All Other LECs
7520 NEXTLINK OHIO LLC OH 30 All Other LECs
7521 NEXTLINK, L.L.C. - WA NV 30 All Other LECs
7525 MEDIAONE TELECOMMUNICATIONS OF CALIFI CA 30 All Other LECs
7525 CONTINENTAL CABLEVISION MA 30 All Other LECs
7528 INTELCOM GROUP, INC. OF TEXAS TX 30 All Other LECs
7529 TELEPORT COMMUNICATIONS GROUP, INC. DC 30 All Other LECs
7529 TELEPORT COMMUNICATIONS GROUP, INC. MD 30 All Other LECs
7529 TELEPORT COMMUNICATIONS GROUP, INC. VA 30 All Other LECs
7530 TELEPORT COMMUNICATIONS GROUP, INC. UT 30 All Other LECs
7531 TELEPORT COMMUNICATIONS GROUP, INC. OR 30 All Other LECs
7531 TELEPORT COMMUNICATIONS GROUP, INC. WA 30 All Other LECs
7532 TELEPORT COMMUNICATIONS GROUP, INC. KY 30 All Other LECs
7532 TELEPORT COMMUNICATIONS GROUP, INC. OH 30 All Other LECs
7533 BELLSOUTH TELECOMMUNICATIONS, INC. C FL 30 All Other LECs
7537 GST TELECOM OREGON, INC. OR 30 All Other LECs
7537 GST TELECOM OREGON, INC. WA 30 All Other LECs
</TABLE>
Page 80
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7538 GST TEXAS LIGHTWAVE, INC. TX 30 All Other LECs
7541 NEXTLINK OF UTAH, L.L.C. UT 30 All Other LECs
7543 WINSTAR TELECOMMUNICATIONS INC. DBA CA 30 All Other LECs
7545 WINSTAR TELECOMMUNICATIONS INC. DBA FL 30 All Other LECs
7546 WINSTAR TELECOMMUNICATIONS INC. DBA IL 30 All Other LECs
7547 WINSTAR TELECOMMUNICATIONS INC. DBA MA 30 All Other LECs
7549 WINSTAR TELECOMMUNICATIONS INC. DBA TX 30 All Other LECs
7550 WINSTAR TELECOMMUNICATIONS INC. DBA WA 30 All Other LECs
7551 AUSTIN BESTLINE COMPANY TX 30 All Other LECs
7552 GST NET - AZ, INC. AZ 30 All Other LECs
7555 TIME WARNER COMM. AXS - NC - RALIEGH NC 30 All Other LECs
7556 NORTHLAND NETWORKS NY 30 All Other LECs
7558 XCOM TECHNOLOGIES, INC. DC 30 All Other LECs
7558 XCOM TECHNOLOGIES, INC., A DELAWARE C MA 30 All Other LECs
7558 XCOM TECHNOLOGIES, INC. MD 30 All Other LECs
7558 XCOM TECHNOLOGIES, INC., A DELAWARE C NH 30 All Other LECs
7558 XCOM TECHNOLOGIES, INC., A DELAWARE C NY 30 All Other LECs
7558 XCOM TECHNOLOGIES, INC., A DELAWARE C RI 30 All Other LECs
7558 XCOM TECHNOLOGIES, INC. VA 30 All Other LECs
7562 MEDIAONE FLORIDA TELECOMMUNICATIONS, FL 30 All Other LECs
7565 MEDIAONE OF VIRGINIA VA 30 All Other LECs
7566 MEDIAONE FIBER TECHNOLOGIES, INC. FL 30 All Other LECs
7567 MGC COMMUNICATIONS, INC. NV 30 All Other LECs
7569 WINSTAR TELECOMMUNICATIONS INC. DBA MI 30 All Other LECs
7570 WINSTAR TELECOMMUNICATIONS INC. DBA NY 30 All Other LECs
7571 WINSTAR TELECOMMUNICATIONS INC. DBA GA 30 All Other LECs
7582 KMS TELECOM INC DBA KMC SOUTHEAST FL FL 30 All Other LECs
7583 KMC TELECOM INC DBA KMC SOUTHEAST GA GA 30 All Other LECs
7585 KMC TELECOM INC DBA KMC SOUTHEAST NC NC 30 All Other LECs
7586 KMC TELECOM INC DBA KMC SOUTHEAST TX TX 30 All Other LECs
7588 KMC TELECOM INC DBA KMC SOUTHEAST WI WI 30 All Other LECs
7589 AMERICAN COMMUN. SVCS., INC. - MO MO 30 All Other LECs
7590 AMERICAN COMMUN. SVCS., INC. - CO CO 30 All Other LECs
7591 AMERICAN COMMUN. SVCS., INC. - MD DC 30 All Other LECs
7591 AMERICAN COMMUN. SVCS., INC. - MD MD 30 All Other LECs
7591 AMERICAN COMMUN. SVCS., INC. - MD VA 30 All Other LECs
7593 BROOKS FIBER COMMUNICATIONS - KS KS 30 All Other LECs
7594 BROOKS FIBER COMMUNICATIONS - MO MO 30 All Other LECs
7598 UNIVERSALCOM, INC. FL 30 All Other LECs
7599 STRATEGIC TECHNOLOGIES, INC. FL 30 All Other LECs
7607 TCI TELEPHONY SERVICES OF ILLINOIS, INC. IL 30 All Other LECs
7608 BUCKEYE TELESYSTEM OH 30 All Other LECs
7610 TCI TELEPHONY SERVICES OF CALIFORNIA, CA 30 All Other LECs
7615 RCN TELECOM SERVICE OF PA, INC. PA 30 All Other LECs
7618 RCN TELECOM SERVICES, INC. NY 30 All Other LECs
7619 RCN TELECOM SERVICES, INC. - MA MA 30 All Other LECs
7621 TCI TELEPHONY SERVICES OF CONNECTICUT CT 30 All Other LECs
7624 LONE STAR TELEPHONE CO. TX 30 All Other LECs
7632 AMERICAN COMM TULSA OK 30 All Other LECs
7635 AMERICAN COMMUN. SVCS. OF JACKSONVILL FL 30 All Other LECs
7637 KMC TELECOM INC DBA KMC SOUTHEAST LA LA 30 All Other LECs
7641 CONXUS SPECTRUM INC. CA 30 All Other LECs
</TABLE>
Page 81
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7641 CONXUS SPECTRUM INC. DC 30 All Other LECs
7641 PCSD SPECTRUM INC. DE 30 All Other LECs
7641 CONXUS SPECTRUM INC. FL 30 All Other LECs
7641 CONXUS SPECTRUM INC. GA 30 All Other LECs
7641 CONXUS SPECTRUM INC. IL 30 All Other LECs
7641 PCSD SPECTRUM INC. IN 30 All Other LECs
7641 CONXUS SPECTRUM INC. MA 30 All Other LECs
7641 CONXUS SPECTRUM INC. MD 30 All Other LECs
7641 CONXUS SPECTRUM INC. MI 30 All Other LECs
7641 PCSD SPECTRUM INC. MO 30 All Other LECs
7641 CONXUS SPECTRUM INC. NJ 30 All Other LECs
7641 PCSD SPECTRUM INC. NY 30 All Other LECs
7641 CONXUS SPECTRUM INC. PA 30 All Other LECs
7641 CONXUS SPECTRUM INC. TX 30 All Other LECs
7642 AIRADIGM COMMUNICATIONS INC WI 30 All Other LECs
7649 AMARILLO CELL TELCO DBA CELLULAR ONE TX 30 All Other LECs
7650 BROOKS FIBER PROPERTIES, INC. NY 30 All Other LECs
7658 TCG AMERICA, INC. - TN TN 30 All Other LECs
7661 COX CALIFORNIA TELECOM, INC. CA 30 All Other LECs
7661 COX TELECOMMUNICATIONS, INC. NE 30 All Other LECs
7662 COX CALIFORNIA TELCOM, INC. CA 30 All Other LECs
7666 INTERMEDIA COMMUNICATIONS INC. - MO MO 30 All Other LECs
7670 GOLDEN HARBOR OF TEXAS, INC. TX 30 All Other LECs
7674 US LEC OF NORTH CAROLINA NC 30 All Other LECs
7674 US LEC OF NORTH CAROLINA SC 30 All Other LECs
7693 AT&T NY NY 30 All Other LECs
7701 PHONE MICHIGAN MI 30 All Other LECs
7703 DOBSON WIRELESS, INC. OK 30 All Other LECs
7718 TIME WARNER COMMUNICATIONS AXS OF CA CA 30 All Other LECs
7720 RAINIER CABLE, INC. WA 30 All Other LECs
7721 FOCAL COMMUNICATIONS CORPORATION OF IL 30 All Other LECs
7721 FOCAL COMMUNICATIONS CORPORATION IN 30 All Other LECs
7726 SOUTHWESTERN BELL TELEPHONE COMPAN TX 30 All Other LECs
7727 DELTACOM AL 30 All Other LECs
7727 DELTACOM FL 30 All Other LECs
7727 DELTACOM GA 30 All Other LECs
7727 DELTACOM LA 30 All Other LECs
7727 DELTACOM MS 30 All Other LECs
7727 DELTACOM NC 30 All Other LECs
7727 DELTACOM SC 30 All Other LECs
7736 DUNN & ASSOCIATES, INC. KS 30 All Other LECs
7739 COMCAST TELEPHONY COMMUNICATIONS, IN MD 30 All Other LECs
7740 COMCAST TELEPHONE COMMUNICATIONS OF FL 30 All Other LECs
7746 FIRSTWORLD ANAHEIM CA 30 All Other LECs
7753 NEXTLINK FLORIDA, INC. FL 30 All Other LECs
7755 GLOBAL NAPS, INC. DC 30 All Other LECs
7755 GLOBAL NAPS, INC. FL 30 All Other LECs
7755 GLOBAL NAPS, INC. MA 30 All Other LECs
7755 GLOBAL NAPS, INC. MD 30 All Other LECs
7755 GLOBAL NAPS, INC. NH 30 All Other LECs
7755 GLOBAL NAPS, INC. NY 30 All Other LECs
7755 GLOBAL NAPS, INC. RI 30 All Other LECs
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7755 GLOBAL NAPS, INC. VA 30 All Other LECs
7757 ATX TELECOMMUNICATION SERVICES, LTD PA 30 All Other LECs
7758 OPTEL TEXAS TELECOM INC. AZ 30 All Other LECs
7758 OPTEL TEXAS TELECOM INC. TX 30 All Other LECs
7760 WINSTAR TELECOMMUNICATIONS INC. DBA PA 30 All Other LECs
7765 OVATION COMMUNICATIONS OF ILLINOIS, INC IL 30 All Other LECs
7766 ALLEGIANCE TELECOM, INC. - NY NY 30 All Other LECs
7767 OVATION COMMUNICATIONS OF WISCONSIN, WI 30 All Other LECs
7768 ALABAMA WIRELESS, INC. AL 30 All Other LECs
7770 INFOTEL COMMUNICATIONS, LLC MN 30 All Other LECs
7770 INFOTEL COMMUNICATIONS, LLC ND 30 All Other LECs
7773 MEDIAONE TELECOMMUNICATIONS OF VIRGI VA 30 All Other LECs
7777 BROOKS FIBER COMMUNICATIONS - MAINE ME 30 All Other LECs
7778 BROOKS FIBER COMMUNICATIONS - NEW HA NH 30 All Other LECs
7779 MONTGOMERY CABLEVISION & ENTERTAINME AL 30 All Other LECs
7783 BROOKS FIBER COMMUNICATIONS - MINNES MN 30 All Other LECs
7784 BROOKS FIBER COMMUNICATIONS - UTAH UT 30 All Other LECs
7796 BUSINESS TELECOM INC. NC NC 30 All Other LECs
7797 BUSINESS TELECOM INC. GA GA 30 All Other LECs
7798 TELERGY JOINT VENTURE NY 30 All Other LECs
7801 ICG TELECOM GROUP, INC. - CO CO 30 All Other LECs
7802 WINSTAR TELECOMMUNICATIONS INC. DBA DC 30 All Other LECs
7802 WINSTAR TELECOMMUNICATIONS INC. DBA MD 30 All Other LECs
7802 WINSTAR TELECOMMUNICATIONS INC. DBA VA 30 All Other LECs
7803 MID-PLAINS COMMUNICATIONS S~EMS, INC. WI 30 All Other LECs
7804 TDS METROCOM, INC. WI 30 All Other LECs
7809 W.T. SERVICES, INC. TX 30 All Other LECs
7823 WINSTAR TELECOMMUNICATIONS INC. DBA NJ 30 All Other LECs
7830 MID-RIVERS TELEPHONE COOPERATIVE, INC. ND 30 All Other LECs
7835 INTERMEDIA COMMUNICATIONS INC. - NC NC 30 All Other LECs
7836 INTERMEDIA COMMUNICATIONS - INC. OH OH 30 All Other LECs
7837 INTERMEDIA COMMUNICATIONS INC. - GA GA 30 All Other LECs
7839 FIRSTWORLD SO CA CA 30 All Other LECs
7842 AMERICAN METROCOMM/NEW ORLEANS, INC LA 30 All Other LECs
7849 CFW NETWORK, INC. VA 30 All Other LECs
7851 WINSTAR TELECOMMUNICATIONS INC. DBA MN 30 All Other LECs
7853 WINSTAR TELECOMMUNICATIONS INC. DBA OH 30 All Other LECs
7857 ORLANDO TEL CO AFFIL WITH ORLANDO BUS FL 30 All Other LECs
7858 TIME WARNER COMM AXS NORTH CAROLINA NC 30 All Other LECs
7860 WINSTAR TELECOMMUNICATIONS INC. DBA CO 30 All Other LECs
7865 ELECTRIC LIGHTWAVE, INC. - IDAHO ID 30 All Other LECs
7870 MONTANTA WIRELESS, INC. MT 30 All Other LECs
7880 LOCAL FIBER. LLC NY 30 All Other LECs
7888 COAST TO COAST TELECOMMUNICATIONS, INC MI 30 All Other LECs
7889 WINSTAR TELECOMMUNICATIONS INC. DBA MD 30 All Other LECs
7893 XIT TELECOMMUNICATION & TECHNOLOGY, TX 30 All Other LECs
7894 NORTH COUNTY COMMUNICATIONS CORP. CA 30 All Other LECs
7908 OCI COMMUNICATIONS OF MINNESOTA, INC. MN 30 All Other LECs
7908 OCI COMMUNICATIONS, INC. WI 30 All Other LECs
7916 AMERICAN COMMUNICATIONS SERVICES, INC TX 30 All Other LECs
7917 AMERICAN COMMUN. SVCS., INC. KS 30 All Other LECs
7922 AT&T IL IL 30 All Other LECs
</TABLE>
Page 83
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
7942 AT&T CA CA 30 All Other LECs
7944 CONECTIV COMMUNICATIONS, INC. - MD MD 30 All Other LECs
7953 U.S. LONG DISTANCE, INC. - TX TX 30 All Other LECs
7967 CONECTIV COMMUNICATIONS, INC. NJ 30 All Other LECs
7968 CONECTIV COMMUNICATIONS, INC. - DE DE 30 All Other LECs
7970 ALLTEL COMMUNICATIONS, INC. - NC NC 30 All Other LECs
7976 INTERMEDIA COMMUNICATIONS INC. - TX TX 30 All Other LECs
7977 INTERMEDIA COMMUNICATIONS INC. - TN TN 30 All Other LECs
7978 INTERMEDIA COMMUNICATIONS INC. - PA PA 30 All Other LECs
7979 US XCHANGE OF WISCONSIN, L.L.C. WI 30 All Other LECs
7981 TELIGNET, INC. - CA CA 30 All Other LECs
7982 IWL COMMUNICATIONS, INC. DBA IWL CONNE TX 30 All Other LECs
7988 COX NEBRASKA TELECOM, INC. NE 30 All Other LECs
7991 SADDLEBACK COMMUNICATIONS COMPANY AZ 30 All Other LECs
8085 NEWTEL COMMUNICATIONS NF 30 All Other LECs
8253 FIBER WAVE TELECOM, INC. TX 30 All Other LECs
8271 TCG MIDSOUTH, INC. - AL AL 30 All Other LECs
8274 FRONTIER LOCAL SERVICES, INC. MN MN 30 All Other LECs
8278 LOST NATION - ELWOOD TELEPHONE COMPA IA 30 All Other LECs
8285 INTERMEDIA COMMUNICATIONS, INC. - IL IL 30 All Other LECs
8286 INTERMEDIA COMMUNICATIONS, INC. - IN IN 30 All Other LECs
8287 CONVERGENT COMMUNICATIONS, INC. CO 30 All Other LECs
8290 ACC NATIONAL TELECOM CORP. NJ 30 All Other LECs
8294 NORTH COUNTY COMMUNICATIONS CORP. OR 30 All Other LECs
8294 NORTH COUNTY COMMUNICATIONS CORP. WA 30 All Other LECs
8296 COMCAST TELEPHONY COMMUNICATIONS OF MD 30 All Other LECs
8299 TCG NEW HAMPSHIRE, INC. NH 30 All Other LECs
8300 TCG SOUTH FLORIDA FL 30 All Other LECs
8308 TELIGENT, INC - TX TX 30 All Other LECs
8316 COSERV, L.L.C. TX 30 All Other LECs
8320 SERVICE ELECTRIC TELEPHONE , INC. PA 30 All Other LECs
8322 MGC COMMUNICATIONS - CA CA 30 All Other LECs
8331 CLIMAX TELEPHONE COMPANY MI 30 All Other LECs
8332 GLOBE TELECOMMUNICATIONS, INC. GA 30 All Other LECs
8340 NEXTLINK NEW YORK, L.L.C. NJ 30 All Other LECs
8340 NEXTLINK NEW YORK, L.L.C. NY 30 All Other LECs
8342 WINSTAR TELECOMMUNICATIONS INC. DBA AZ 30 All Other LECs
8345 FRONTIER LOCAL SERVICES, INC. - MA MA 30 All Other LECs
8347 CONECTIV COMMUNICATIONS, INC. - PA PA 30 All Other LECs
8353 ECLIPSE COMMUNICATIONS CORPORATION MT 30 All Other LECs
8355 US LEC OF GEORGIA, L.L.C. GA 30 All Other LECs
8356 US LEC OF TENNESSEE, L.L.C TN 30 All Other LECs
8365 US XCHANGE OF INDIANA, L.L.C. IN 30 All Other LECs
8366 US XCHANGE OF INDIANA, L.L.C. IN 30 All Other LECs
8368 IDS LONG DISTANCE FL 30 All Other LECs
8372 CONNECT COMMUNICATIONS CORPORATION AR 30 All Other LECs
8378 ALLEGIANCE TELECOM, INC. TX 30 All Other LECs
8381 RCN TELECOM SERVICES OF VIRGINIA, INC. VA 30 All Other LECs
8382 RCN TELECOM SERVICES OF THE DISTRICT C DC 30 All Other LECs
8386 ECLIPSE COMMUNICATIONS CORPORATION ND 30 All Other LECs
8387 TELIGENT DE 30 All Other LECs
8387 TELIGENT GA 30 All Other LECs
</TABLE>
Page 84
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
8387 TELIGENT MA 30 All Other LECs
8387 TELIGENT NY 30 All Other LECs
8388 TELIGENT, INC - FL, INC. DBA TELIGENT-FL FL 30 All Other LECs
8389 TCG OF THE CAROLINAS, INC. - NC NC 30 All Other LECs
8390 CYBERNET HOLDING, INC. DBA KNOLOGY OF FL 30 All Other LECs
8390 CYBERNET HOLDING, INC. DBA KNOLOGY OF GA 30 All Other LECs
8390 CYBERNET HOLDING, INC. DBA KNOLOGY OF SC 30 All Other LECs
8391 FRONTIER LOCAL SERVICES, INC. WA 30 All Other LECs
8392 TELEPORT COMMUNICATIONS ATLANTA, INC. GA 30 All Other LECs
8393 MOUNTAIN TELECOMMUNICATIONS, INC. AZ 30 All Other LECs
8399 RCN TELECOM SERVICES OF MARYLAND, INC MD 30 All Other LECs
8405 TCG MINNESOTA, INC. MN 30 All Other LECs
3410 ALLTEL COMMUNICATIONS, INC. FL FL 30 All Other LECs
8413 ALLEGIANCE TELECOM OF TEXAS, INC. TX 30 All Other LECs
8427 TAKSTAR COMMUNICATIONS, INC. MN 30 All Other LECs
8429 INTERMEDIA COMMUNICATIONS, INC. - VA VA 30 All Other LECs
8431 INTERMEDIA COMMUNICATIONS, INC. MA MA 30 All Other LECs
8434 FIBRCOM, INC. TX 30 All Other LECs
8435 CELLULAR XL ASSOCIATES, L.P. MS 30 All Other LECs
8465 FRONTIER LOCAL SERVICES, INC. CO CO 30 All Other LECs
8468 FREEDOM RING COMMUNICATIONS, LLC NH 30 All Other LECs
8474 MCLEOD USA TELECOMMUNICATIONS SERVIC IA 30 All Other LECs
8483 PECO HYPERION TELECOMMUNICATIONS PA 30 All Other LECs
8489 FRONTIER LOCAL SERVICES, INC. TX TX 30 All Other LECs
8491 THE TELEPHONE CONNECTION OF LOS ANGE CA 30 All Other LECs
8497 HYPERION SUSQUEHANNA TELECOMMUNICA PA 30 All Other LECs
8502 HYPERION TELECOMMUNICATIONS OF HARRI PA 30 All Other LECs
8508 WINSTAR TELECOMMUNICATIONS INC. DBA KS 30 All Other LECs
8508 WINSTAR TELECOMMUNICATIONS INC. DBA MO 30 All Other LECs
8512 GOLDEN HARBOR OF GEORGIA, INC. GA 30 All Other LECs
8516 GREAT WEST SERVICES, LTD. - TX TX 30 All Other LECs
8520 JUSTICE TECHNOLOGY CORP. CA 30 All Other LECs
8521 MARATHON METRO, INC. NY 30 All Other LECs
8526 METROPOLITAN TELECOMMUNICATIONS NY 30 All Other LECs
8540 GREAT WEST SERVICES, LTD. - CO CO 30 All Other LECs
8541 TELIGENT, INC. - CO CO 30 All Other LECs
8542 TELIGENT, INC. - DC DC 30 All Other LECs
8542 TELIGENT, INC. - DC MD 30 All Other LECs
8542 TELIGENT, INC. - DC VA 30 All Other LECs
8543 TELIGENT, INC. - VA VA 30 All Other LECs
8544 TELIGENT, INC. - MD MD 30 All Other LECs
8545 TELIGENT, INC. - IL IL 30 All Other LECs
8551 CITY OF LAKELAND FL 30 All Other LECs
8555 MARATHON COMMUNICATIONS, INC WA 30 All Other LECs
8557 COMCAST TELEPHONY COMMUNICATIONS, IN CA 30 All Other LECs
8577 IOWA WIRELESS SERVICES, LP IA 30 All Other LECs
8577 IOWA WIRELESS SERVICES, LP IL 30 All Other LECs
8581 CRYSTAL COMMUNICATIONS,INC - MN MN 30 All Other LECs
8584 INDUS, INC. WI 30 All Other LECs
8591 CROWN CELLULAR & PAGING CA 30 All Other LECs
8592 MGC COMMUNICATIONS, INC. - FL FL 30 All Other LECs
8597 PENN TELECOM, INC. PA 30 All Other LECs
</TABLE>
Page 85
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
8598 RIO COMMUNICATIONS, INC. OR 30 All Other LECs
8605 MTE, INC. DC 30 All Other LECs
8605 MTE, INC. MD 30 All Other LECs
8605 MTE, INC. VA 30 All Other LECs
8606 OTTER TAIL TELCOM, L.L.C. MN 30 All Other LECs
8610 TIMELY INFORMATION CORPORATION NY 30 All Other LECs
8614 BAYLAND COMMUNICATIONS, INC. WI 30 All Other LECs
8618 KYLE CELLULAR CORPORATION TN 30 All Other LECs
8619 ICG TELECOM GROUP, INC. - GA GA 30 All Other LECs
8622 GREAT WEST SERVICES, LTD. - OR OR 30 All Other LECs
8624 MULTITECHNOLOGY SERVICES, L.P. TX 30 All Other LECs
8625 TCI TELEPHONY SERVICES OF TEXAS, INC. TX 30 All Other LECs
8629 NORTH SANTIAM COMMUNICATIONS OR 30 All Other LECs
8638 FRONTIER LOCAL SERVICES, INC. - OH OH 30 All Other LECs
8639 COX IOWA TELCOM. L.L.C. IA 30 All Other LECs
8640 DATA PAGING, INC. MS 30 All Other LECs
8641 MAGNACOM WIRELESS L.L.C. NM 30 All Other LECs
8642 SUSSEX CELLULAR, INC. NJ 30 All Other LECs
8643 TELECORP HOLDING CORP., INC. AR 30 All Other LECs
8643 TELECORP HOLDING CORP., INC. LA 30 All Other LECs
8643 TELECORP HOLDING CORP., INC. MA 30 All Other LECs
8643 TELECORP HOLDING CORP., INC. MS 30 All Other LECs
8643 TELECORP HOLDING CORP., INC. NH 30 All Other LECs
8643 TELECORP HOLDING CORP., INC. TN 30 All Other LECs
8645 TRITON PCS LICENSE COMPANY INC. GA 30 All Other LECs
8645 TRITON PCS LICENSE COMPANY INC. NC 30 All Other LECs
8645 TRITON PCS LICENSE COMPANY INC. SC 30 All Other LECs
8645 TRITON PCS LICENSE COMPANY INC. VA 30 All Other LECs
8646 ALLEGIANCE TELECOM, INC. - GA GA 30 All Other LECs
8650 HYPERION TELECOMMUNICATIONS OF LEXIN KY 30 All Other LECs
8654 FOCAL COMMUNICATIONS CORP OF ILLINOIS IN 30 All Other LECs
8656 FRONTIER LOCAL SERVICES, INC. - OR OR 30 All Other LECs
8660 NEW SOUTH COMMUNICATIONS, L.L.C. LA 30 All Other LECs
8660 NEW SOUTH COMMUNICATIONS, L.L.C. SC 30 All Other LECs
8660 NEW SOUTH COMMUNICATIONS, L.L.C. TN 30 All Other LECs
8664 INTERMEDIA COMMUNICATIONS, INC. - FL FL 30 All Other LECs
8665 BIRCH TELECOM OF MISSOURI, INC. MO 30 All Other LECs
8666 TELIGENT, INC. NY NY 30 All Other LECs
8667 AMERICAN NETWORK, INC. NY 30 All Other LECs
8668 COLUMBIA TELECOMMUNICATIONS, INC. LA 30 All Other LECs
8682 ROBERT L. COYLE, JR. TX 30 All Other LECs
8684 SAINT LOUIS PAGING NETWORK, INC. MO 30 All Other LECs
8685 US XCHANGE OF MICHIGAN, L.L.C. MI 30 All Other LECs
8687 S.M.R. SYSTEMS, INC. TX 30 All Other LECs
8688 BUSINESS TELECOM INC. - SC SC 30 All Other LECs
8689 BUSINESS TELECOM INC. - FL FL 30 All Other LECs
8690 FRONTIER LOCAL SERVICES, INC. - CA CA 30 All Other LECs
8692 US LEC OF FLORIDA FL 30 All Other LECs
8695 GREAT WEST SERVICES, LTD. - WA WA 30 All Other LECs
8698 FEDERATED TELCOM, INC. MN 30 All Other LECs
8700 RNK, INC. MA 30 All Other LECs
8702 21ST CENTURY TELECOM OF ILLINOIS, INC. IL 30 All Other LECs
</TABLE>
Page 86
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
8705 MATTHEWS RADIO SERVICE, INC. NC 30 All Other LECs
8705 MATTHEWS RADIO SERVICE, INC. SC 30 All Other LECs
8707 INTERMEDIA COMMUNICATIONS, INC. - CA CA 30 All Other LECs
8709 FRONTIER LOCAL SERVICES, INC. - IL IL 30 All Other LECs
8710 FARMERS CELLULAR TELEPHONE , INC. AL 30 All Other LECs
8751 TELIGENT INC - MA MA 30 All Other LECs
8753 TELIGENT, INC. - OH OH 30 All Other LECs
8754 TELIGENT INC - WI WI 30 All Other LECs
8756 FOCAL COMMUNICATIONS CORPORATION OF PA 30 All Other LECs
8758 NEXTLINK GEORGIA, INC. GA 30 All Other LECs
8760 US XCHANGE OF ILLINOIS, L.L.C. IL 30 All Other LECs
8762 C-1 COMMUNICATIONS, INC. MN 30 All Other LECs
8763 INTERMEDIA COMMUNICATIONS, INC. - MN MN 30 All Other LECs
8764 INTERMEDIA COMMUNICATIONS, INC. - LA LA 30 All Other LECs
8765 FRONTIER LOCAL SERVICES, INC. - GA GA 30 All Other LECs
8769 NORTH AMERICAN TELECOMMUNICATIONS CC NY 30 All Other LECs
8775 NEW MILLENNIUM COMMUNICATIONS CORP FL 30 All Other LECs
8778 COX RHODE ISLAND TELCOM INC RI 30 All Other LECs
8782 ALLEGIANCE TELECOM, INC. - CA CA 30 All Other LECs
8793 REDWOOD FALLS TELEPHONE COMPANY MN 30 All Other LECs
8796 CRL NETWORK SERVICES, INC. CA 30 All Other LECs
8811 MEANS MN 30 All Other LECs
8812 SOUTH DAKOTA NETWORK METRO - SOUTH SD 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC CA 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC CO 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC DC 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC GA 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC IL 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC MA 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC MD 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC MI 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC NY 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC PA 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC TX 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC VA 30 All Other LECs
8824 LEVEL 3 COMMUNICATIONS, LLC WA 30 All Other LECs
8826 LEVEL 3 COMMUNICATIONS, LLC - CA CA 30 All Other LECs
8827 FOCAL COMMUNICATIONS CORPORATION OF CA 30 All Other LECs
8829 STAR POWER COMMUNICATIONS, LLC VA 30 All Other LECs
8830 STAR POWER COMMUNICATIONS, LLC - VA VA 30 All Other LECs
8832 STAR POWER COMMUNICATIONS, LLC - MD DC 30 All Other LECs
8832 STAR POWER COMMUNICATIONS, LLC - MD MD 30 All Other LECs
8833 DOBSON WIRELESS, INC. - TX TX 30 All Other LECs
8839 ADVANCED TEL, INC. LA 30 All Other LECs
8842 INTERPATH COMMUNICATIONS, INC. NC 30 All Other LECs
8845 NORTEX TELCOM, L.L.C. TX 30 All Other LECs
8851 CYPRESS TELECOMMUNICATIONS CORPORATI TX 30 All Other LECs
8853 WETEC MN 30 All Other LECs
8855 COMAV TELCO, INC. NY 30 All Other LECs
8856 VALU-LINE OF KANSAS KS 30 All Other LECs
8857 COMMONWEALTH TELECOM SERVICES, INC. NY 30 All Other LECs
8858 IOWA NETWORK SERVICES, INC. IA 30 All Other LECs
</TABLE>
Page 87
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
8859 FRONTIER LOCAL SERVICE,S INC. - KS KS 30 All Other LECs
8864 FOCAL COMMUNICATIONS CORP OF THE MID. MD 30 All Other LECs
8865 FOCAL COMMUNICATIONS CORP OF VIRGINIA VA 30 All Other LECs
8870 SOUTHWESTERN BELL TELEPHONE CO.-AR AR 30 All Other LECs
8874 THE OFFSHORE TELEPHONE CO. LA 30 All Other LECs
8927 ACC NATIONAL TELECOM CORP - PA PA 30 All Other LECs
8934 WRIGHT BUSINESSES, INC. KY 30 All Other LECs
8935 MEDIAONE TELECOMMUNICATIONS OF MICHI MI 30 All Other LECs
8948 TECH TELEPHONE COMPANY LTD TX 30 All Other LECs
8950 ALLEGIANCE TELECOM OF ILLINOIS, INC. IL 30 All Other LECs
8952 KNOLOGY OF FLORIDA, INC. FL 30 All Other LECs
8953 MARK TWAIN COMMUNICATIONS COMPANY MO 30 All Other LECs
8958 NEXTLINK TEXAS, INC. TX 30 All Other LECs
8960 HTC COMMUNICATIONS, INC. SC 30 All Other LECs
8964 NEXTLINK INC - DC DC 30 All Other LECs
8964 NEXTLINK INC - DC VA 30 All Other LECs
8975 FOCAL COMMUNICATIONS CORPORATION - D DE 30 All Other LECs
8980 NEXTLINK COLORADO, L.L.C. CO 30 All Other LECs
8982 KMC TELECOM Il, INC. - FL FL 30 All Other LECs
8983 KMC TELECOM II, INC. - KS KS 30 All Other LECs
8984 KMC TELECOM II, INC. - TX TX 30 All Other LECs
8986 KMC TELECOM II, INC. - IN IN 30 All Other LECs
8988 TELIGENT, INC. - DE DE 30 All Other LECs
8989 TELIGENT, INC. - NJ NJ 30 All Other LECs
8990 TELIGENT, INC. - PA PA 30 All Other LECs
8992 ALLEGIANCE TELECOM OF MARYLAND MD 30 All Other LECs
8994 LEC UNWIRED, L.L.C. LA 30 All Other LECs
9102 BELL ATLANTIC NE CT 30 All Other LECs
9104 NEW YORK TELEPHONE CO. VA 30 All Other LECs
9999 DEFAULT CA 30 All Other LECs
9999 DEFAULT FL 30 All Other LECs
9999 DEFAULT MO 30 All Other LECs
</TABLE>
Page 88
<PAGE>
MCI WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND-TM- SWITCHED SERVICES
AMENDMENT NO. 3
This Amendment No. 3 is made as of the 15th day of November, 1999,
by and between Logix Communications Corporation ("CUSTOMER") and MCI WorldCom
Network Services, Inc. (successor-in-interest to WorldCom Network Services,
Inc.), a Delaware corporation ("MCI WORLDCOM") to that certain
CLASSIC/TRANSCEND-TM- Telecommunications Services Agreement (the "TSA") dated
December 1, 1998, by and between Customer and MCI WorldCom, including those
certain Program Enrollment Terms (the "PET") and that certain Amendment No. 1
dated November 30, 1998, and that certain Amendment No. 2 dated September 20,
1999 (collectively, the AGREEMENT"). In the event of any conflict between
the terms of the TSA, the PET, Amendment No. 1 or Amendment No. 2 and the
terms of this Amendment No. 3, the terms of this Amendment No. 3 shall
control. The TSA along with the PET, Amendment No. 1, Amendment No. 2 and
this Amendment No. 3 shall collectively be referred to as the "AGREEMENT".
Further, all references to "WorldCom" in the Agreement will be deemed to
refer to MCI WorldCom".
1. CUSTOMER'S MINIMUM REVENUE COMMITMENT. Effective as of January 1, 2000,
the parties agree to substitute Subsection 2(A) and Subsection 2(B) of
the PET to read in its entirety as follows:
(A) Commencing with the January, 2000 billing period (i.e., February,
2000 invoice) and continuing through the end of the Service Term
(including any extensions thereto) (the "COMMITMENT PERIOD"), Customer
agrees to maintain, on a take-or-pay basis, Monthly Revenue (as defined
in the applicable Rate and Discount Schedule) of at least $400,000
("CUSTOMER'S MINIMUM REVENUE COMMITMENT").
(B) Notwithstanding anything to the contrary contained in this
Agreement, as soon as Customer's cumulative Monthly Revenue from
WorldCom under the terms of this Agreement are equal to at least
$33,400,000 ("CUSTOMER'S TOTAL COMMITMENT"), Customer may elect to
terminate Customer's Minimum Revenue Commitment described in Subsection
2(A) above by providing WorldCom written notice ("CUSTOMER NOTICE"). In
such event, commencing with the first day of the first full month
following at least thirty (30) days after WorldCom receives the
Customer Notice, Customer's Minimum Revenue Commitment shall terminate
and will no longer be in force or effect. Provided, the applicable
Discounts set forth in the Rate and Discount Schedule will continue to
be applicable through the remainder of the Service Term.
2. OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the Agreement will remain in full
force and effect throughout the applicable Service Terms and any
extensions thereof.
<PAGE>
IN WITNESS WHEREOF the parties have entered into this Amendment No. 3
as of the date first written above.
LOGIX COMMUNICATIONS CORPORATION MCI WORLDCOM NETWORK SERVICES, INC.
By: /s/ Albert H. Pharis, Jr. By: /s/ James Foran
------------------------------ --------------------------------
Print Name: Albert H. Pharis, Jr. Print Name: /s/ James Foran
---------------------- ------------------------
Title: CEO Title: Regional Sales Director
--------------------------- -----------------------------
Page 2 of 2
CONFIDENTIAL
<PAGE>
MCI WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND-TM- SWITCHED SERVICES
AMENDMENT NO. 4
This Amendment No. 4 is made as of the 21 day of December , 1999,
by and between Logix Communications Corporation ("CUSTOMER") and MCI
WORLDCOM Network Services, Inc. (successor-in-interest to WorldCom Network
Services, Inc.), a Delaware corporation ("MCI WORLDCOM") to that certain
CLASSIC/TRANSCEND-TM- Telecommunications Services Agreement (the "TSA") dated
June, 1998, by and between Customer and MCI WorldCom, including those certain
Program Enrollment Terms, any applicable Attachments and that certain
Amendment No. 1 dated January 1, 1999, that certain Amendment No. 2 dated
October 1, 1999, and that certain Amendment No. 3 dated January 1, 2000. In
the event of any conflict between the terms of the TSA, the PET, any
applicable Attachments, Amendment No. 1, Amendment No. 2 and Amendment No. 3
and the terms of this Amendment No. 4, the terms of this Amendment No. 4
shall control. The TSA along with the PET, all applicable Attachments,
Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4
shall collectively be referred to as the "AGREEMENT".
The parties agree for good and valuable consideration, intending
legally to be bound, as follows:
1. SPECIAL RATES.
(A) Commencing with Customer's December, 1999 billing period
(i.e. January, 1999 invoice) and continuing through the end of
the Service Term, Customer's Interstate CALLING CARD Service
charge described in Section 1. of that certain Attachment for
CALLING CARD Service dated concurrently herewith will be
$0.0900.
(B) Commencing with Customer's December, 1999 billing period
(i.e., January, 1999 invoice) and continuing through the end
of the Service Term, the parties agree to substitute the Rate
Schedule described in Subsection 1.(1)(a) of that certain
Attachment for DEBIT CARD Service dated concurrently herewith
to read in its entirety as follows:
(a) If Customer's order is for less than 200,000 Units:
$0.1000.
2. OTHER TERMS AND CONDITIONS. Except as specifically amended or
modified herein, the terms and conditions of the Agreement
will remain in full force and effect throughout the applicable
Service Term and any extensions thereof.
Page 1 of 2
CONFIDENTIAL
<PAGE>
IN WITNESS WHEREOF the parties have entered into this
Amendment No. 4 on the date first written above.
MCI WORLDCOM NETWORK LOGIX COMMUNICATIONS CORPORATION
SERVICES, INC.
By: /s/ James Foran By: /s/ Albert H. Pharis, Jr.
------------------------------ -----------------------------------
Print Name: James Foran Print Name: /s/ Albert H. Pharis, Jr.
---------------------- ---------------------------
Title: Regional Sales Director Title: CEO
--------------------------- -----------------------------
Page 2 of 2
CONFIDENTIAL
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
ATTACHMENT FOR CALLING CARD SERVICE
This Attachment for CALLING CARD SERVICE is made by and between
Logix Communications Corporation ("CUSTOMER") and WorldCom Network Services,
Inc. ("MCI WORLDCOM") and is a part of their Telecommunications Services
Agreement for Switched Services. Capitalized terms not defined herein shall
have the meaning ascribed to them in the TSA, the PET, the applicable
Attachment(s) or the Tariff (as defined below), whichever is applicable.
NOTE: ANY MODIFICATIONS, ADDITIONS OR DELETIONS FROM THIS ATTACHMENT WILL NOT
BE EFFECTIVE UNLESS SPECIFICALLY SET FORTH IN THE PET.
During the Service Term of the Agreement, MCI WorldCom will
provide "CALLING CARD SERVICE" which is accessed only by dialing the unique
toll free access number assigned by MCI WorldCom to Customer. With respect to
Domestic Interstate and International CALLING CARD Service, this Attachment
incorporates by reference the terms of MCI Tariff FCC No. 1 (the "Tariff"),
which may be modified from time to time by MCI WorldCom in accordance with
law and thereby affect the Services furnished Customer hereunder, except that
the terms and conditions contained in the TSA, the PET or this Attachment
shall supplement or, to the extent inconsistent, supersede the Tariff terms
and conditions. For purposes of this Attachment, references to "MCI FEATURE
CARD Service (Option T)" or "Connections Card Service" will be deemed to
refer to "CALLING CARD Service".
I. CALLING CARD SERVICE CHARGES.
For purposes of this Attachment, Customer's "Switched Services
Revenue" will be comprised of (i) Customer's gross (i.e., prior to
the application of discounts) measured and per call CALLING CARD
Service charges described below (i.e.,interstate, intrastate and
international), (ii) Customer's Calling Card Service Surcharges
described below, and (iii) Customer's Calling Card Feature Service
charges described below.
<TABLE>
<CAPTION>
JURISDICTION RATE PER MINUTE*
--------------------------------------------------------------------------------
<S> <C>
INTERSTATE
Within the 48 contiguous United States, Alaska, $0.1300 per minute
Hawaii, Puerto Rico and the United States Virgin
Islands
--------------------------------------------------------------------------------
INTRASTATE $0.1300 per minute
--------------------------------------------------------------------------------
INTERNATIONAL SEE Section C.3.07312 of the
Tariff and Section 3.0734 of
the Tariff with respect to calls
from one International location
to another.
--------------------------------------------------------------------------------
</TABLE>
* Notes: If Customer's Minimum Revenue Commitment described in the PET
is less than $10,000, Customer's Interstate rate will be $0.25 per
minute and will not be subject to any discount.
Page 1 of 5
CONFIDENTIAL
<PAGE>
II. CREDITS/DISCOUNTS.
(A) During each month of the Service Term, Customer shall
receive a NonInternational usage credit (the "DOMESTIC CREDIT")
calculated by multiplying the applicable percentage shown below
based on Customer's Monthly Revenue (as defined in the PET) times
Customer's domestic interstate and intrastate usage charges for
CALLING CARD Service (exclusive of monthly recurring charges, taxes,
surcharges, installation charges, CALLING CARD Service surcharges,
Directory Assistance charges, charges for local access/egress
services or facilities, and enhanced feature charges associated with
CALLING CARD Service). Customer shall also receive an International
usage credit (the "INTERNATIONAL CREDIT") calculated by multiplying
seventy percent (70%) times Customer's International usage charges
for CALLING CARD Service (exclusive of monthly recurring charges,
taxes, surcharges, installation charges, CALLING CARD Service
surcharges, Directory Assistance charges, charges for local
access/egress services or facilities, and enhanced feature charges
associated with CALLING CARD Service.
<TABLE>
<CAPTION>
Non-International
Monthly Revenue Discount
--------
<S> <C>
$ 10,000 - $ 49,999 0.0%
$ 50,000 - $ 99,999 3.5%
$100,000 - $249,999 5.0%
$250,000 - $499,999 6.5%
$500,000 - $749,999 10.0%
$750,000 - $999,999 12.5%
$1,000,000+ 15.0%
</TABLE>
(B) The Domestic Credit and the International Credit described
above are in lieu of any Tariff discounts including, without
limitation, discounts for MCI Feature Card Service available under
MCI VIP, MCI VIP Plus, MCI MOD and MCI CAS or MCI CAS PLUS Service.
III. CALLING CARD SERVICE SURCHARGES.
(A) The following CALLING CARD Service surcharges shall be
charged according to the following schedule:
<TABLE>
<CAPTION>
DIRECT
FROM TO DIAL
-------------------------- -------------------------- ------
<S> <C> <C>
Within the 48 contiguous U.S. (Interstate) $0.00
United States ("U.S.")
-------------------------- -------------------------- ------
U.S. U.S. Intrastate $0.25
-------------------------- -------------------------- ------
Alaska, Hawaii, Puerto Rico U.S. $0.25
and United States Virgin
Islands
-------------------------- -------------------------- ------
U.S., Alaska, Hawaii, Alaska, Hawaii, Puerto Rico $0.25
Puerto Rico and United and United States Virgin
States Virgin Islands Islands
-------------------------- -------------------------- ------
U.S., Alaska, Hawaii, Canada $0.25
Puerto Rico and United
States Virgin Islands
-------------------------- -------------------------- ------
Page 2 of 5
CONFIDENTIAL
<PAGE>
-------------------------- -------------------------- ------
U.S., Alaska, Hawaii, International locations $1.25
Puerto Rico and United
States Virgin Islands
-------------------------- -------------------------- ------
Canada Alaska, Hawaii, Puerto Rico $1.00
and United States Virgin
Islands
-------------------------- -------------------------- ------
Canada International locations $1.25
-------------------------- -------------------------- ------
U.S. (Payphone) Any location $0.30
-------------------------- -------------------------- ------
</TABLE>
IV. FULFILLMENT.
If Customer elects to use MCI WorldCom for fulfillment, Customer
shall pay MCI WorldCom the fulfillment charges associated with
Customer's usage of CALLING CARD Service, as determined by MCI
WorldCom.
V. SET UP CHARGES.
Customer agrees to pay $600 for every instance of special branding
(i.e., greeting and/or closing) requested by Customer in connection
with CALLING CARD Service.
VI. FRAUD DETECTION PROCEDURES.
Customer shall be responsible for any and all fraud associated with its
usage of CALLING CARD Service, except as set forth below:
(1) All calling card calls will be validated by MCI
WorldCom to permit only those calls authorized or
facilitated by Customer or legitimate card holders. MCI
WorldCom 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 MCI WorldCom will be responsible for all
fraudulent use, unauthorized use, misuse, or abuse of
calling cards occurring after MCI WorldCom 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.
(2) In addition, all CALLING CARD Service calls will
be monitored by MCI WorldCom for misuse on a twenty
four (24) hour a day, seven (7) days a week basis. MCI
WorldCom 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.
(3) MCI WorldCom will not hold the Customer
responsible for "Service Fraud" (as defined herein)
associated with the unauthorized use of an MCI WorldCom
CALLING CARD. For purposes of this Attachment, "SERVICE
FRAUD" shall consist of unauthorized use of an MCI
WorldCom CALLING CARD following the involuntary theft
or loss of a card which was not intentionally
facilitated or authorized (either explicitly or
implicitly) 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
Page 3 of 5
CONFIDENTIAL
<PAGE>
like. MCI WorldCom 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 authorized (either explicitly or
implicitly) by an authorized user.
(4) In the event MCI WorldCom is unable to contact Customer of
suspected abuse of the CALLING CARD Service, in order to
minimize potential abuse, MCI WprldCom may deactivate any
calling card which has exceeded established fraud detection
parameters or which MCI WorldCom has reason to believe is or
may be used fraudulently. In such event MCI WorldCom will have
no liability to Customer or any End User in connection with
such deactivation or failure to deactivate such calling card.
VII. TARIFFED FEATURE SERVICES.
(A) Customer agrees to pay the rates set forth in Subsection
C.3.21 of the Tariff for all Tariffed Feature Services (i.e.,
Conference Calling and Operator Services).
(B) In lieu of any discounts set forth in the Tariff, Customer
will be entitled to the following applicable incremental discounts
on Customer's usage of Tariffed Feature Services (i.e., conference
calling) as determined by Customer's Tariffed Feature Services
Monthly Usage (as defined in Subsection (D) below).
<TABLE>
<CAPTION>
Tariffed Feature
Services Monthly Usage Discount
---------------------- --------
<S> <C>
$ 0 - $ 999 3.0%
$ 1,000 - $ 19,999 6.0%
$ 20,000 - $ 49,999 6.5%
$ 50,000 - $ 99,999 7.0%
$100,000 - $249,999 7.5%
$250,000 - $374,999 8.0%
$375,000 + 8.5%
</TABLE>
(C) The discounts described in Subparagraph VII.(B) above shall
apply only to Customer's usage of Tariffed Feature Services provided
pursuant to MCI WorldCom is standard rates, 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.
(D) "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 services
provided under the Tariff.
VIII. NON-TARIFFED FEATURE SERVICES.
(A) Customer agrees to pay standard rates for all Non-
Tariffed Feature Services (i.e., Message Store and Forward,
Flexible Routing for Voice Mail, Voice News Network and
Speed Dialing).
Page 4 of 5
CONFIDENTIAL
<PAGE>
(B) Customer will be entitled to the following applicable
incremental discounts on Customer's usage of non-tariffed CALLING CARD
Services (Conference Calling, Message Store and Forward) as determined
by Customer's Non-Tariffed Feature Services Monthly Usage (as defined
in Subsection (D) below):
<TABLE>
<CAPTION>
Non-Tariffed Feature
Services Monthly Usage Discount
---------------------- --------
<S> <C>
$ 0 - $ 999 3.0%
$ 1,000 - $ 19,999 6.0%
$ 20,000 - $ 49,999 6.5%
$ 50,000 - $ 99,999 7.0%
$100,000 - $249,999 7.5%
$250,000 - $374,999 8.0%
$375,000 + 8.5%
</TABLE>
(C) The discounts described in Subparagraph (B) above shall
apply only to Customer's Calling Card usage of non-tariffed Feature
Services provided pursuant to MCI WorldCom is standard rates, 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.
(D) "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
services provided under the Tariff.
IN WITNESS WHEREOF, authorized parties on behalf of their
respective entities have initialed this Attachment for CALLING
CARD Service as of the date shown below.
LOGIX COMMUNICATIONS CORPORATION WORLDCOM NETWORK SERVICES, INC.
Customer's Initials /s/ AHP MCI WorldCom's Initials /s/ JF
---------- --------
Date: 12-17-99 Date: 12-21-99
------------------------ --------------------------
Page 5 of 5
CONFIDENTIAL
<PAGE>
WORLDCOM NETWORK SERVICES, INC.
ATTACHMENT FOR DEBIT CARD SERVICE
This Attachment for DEBIT CARD Service is made by and between LOGIX
COMMUNICATIONS CORPORATION ("CUSTOMER") and WorldCom Network ervices, Inc.
("MCI WORLDCOM") and is a part of their Telecommunications Services Agreement
for Switched Services. Capitalized terms not defined herein shall have the
meaning ascribed to them in the TSA, the PET, the applicable Attachment(s) or
the Tariff (as defined below), whichever is applicable. NOTE: ANY
MODIFICATIONS, ADDITIONS OR DELETIONS FROM THIS ATTACHMENT WILL NOT BE
EFFECTIVE UNLESS SPECIFICALLY SET FORTH IN THE PET.
During the Service Term of the Agreement, MCI WorldCom will provide
"DEBIT CARD Service" pursuant to which Customer shall utilize MCI WorldCom for
the debit card platform and transport of Customer's domestic interstate
termination of debit card traffic. With respect to Domestic Interstate and
International DEBIT CARD Service, this Attachment incorporates by reference the
terms of MCI Tariff FCC No. 1 (the "TARIFF'), which may be modified from time to
time by MCI WorldCom in accordance with law and thereby affect the Services
furnished Customer hereunder, except that the terms and conditions contained in
the TSA, the PET or this Attachment shall supplement or, to the extent
inconsistent, supersede the Tariff terms and conditions. With respect to
Intrastate DEBIT CARD Service, this Attachment incorporates by reference each
applicable state tariff filed by MCI WorldCom, which may be modified from time
to time by MCI WorldCom, and thereby affect the Services furnished. For purposes
of this Attachment, with respect to domestic calls, a "DEBIT CARD UNIT" shall
equal one minute of usage.
l. DEBIT CARD SERVICE CHARGES.
The rates shown below shall include access to the MCI WorldCom debit
card platform, transport, order entry and debit card activation.
Customer shall 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.
Customer will not be charged for incomplete calls (i.e., calls not
answered at the ultimate destination).
NOTE: The rates listed below do not include operator services or
customer service for Customer's End Users. If Customer chooses to
purchase operator services, pursuant to the terms and conditions of
the Tariff, an additional $0.01 per DEBIT CARD UNIT shall be added
to the rates below.
(1) Customer's rate per Unit will be as follows based on
Customer's Minimum Revenue Commitment (as described in the PET) and
the number of Units per Order:
(a) If Customer's order is for less than 200,000 Units:
Page 1 of 4
CONFIDENTIAL
<PAGE>
<TABLE>
<CAPTION>
Minimum Revenue Commitment Rate
-------------------------- -------
<S> <C>
$ 0 - $ 49,999 $0.1150
$ 50,000 - $ 99,999 $0.1110
$100,000 - $249,999 $0.1093
$250,000 - $499,999 $0.1075
$500,000 - $749,999 $0.1035
$750,000 - $999,999 $0.1006
$1,000,000+ $0.0978
</TABLE>
(b) If Customer's order is for between 200,000 and
399,999 Units:
<TABLE>
<CAPTION>
Minimum Revenue Commitment Rate
-------------------------- -------
<S> <C>
$ 0 - $ 49,999 $0.1139
$ 50,000 - $ 99,999 $0.1098
$100,000 - $249,999 $0.1081
$250,000 - $499,999 $0.1064
$500,000 - $749,999 $0.1024
$750,000 - $999,999 $0.0995
$1,000,000+ $0.0966
</TABLE>
(c) If Customer's order is for between 400,000 and
599,999 Units:
<TABLE>
<CAPTION>
Minimum Revenue Commitment Rate
-------------------------- -------
<S> <C>
$ 0 - $ 49,999 $0.1116
$ 50,000 - $ 99,999 $0.1087
$100,000 - $249,999 $0.1070
$250,000 - $499,999 $0.1052
$500,000 - $749,999 $0.1012
$750,000 - $999,999 $0.0983
$1,000,000+ $0.0955
</TABLE>
(d) If Customer's order is for between 600,000 and
799,999 Units:
<TABLE>
<CAPTION>
Minimum Revenue Commitment Rate
-------------------------- -------
<S> <C>
$ 0 - $ 49,999 $0.1082
$ 50,000 - $ 99,999 $0.1075
$100,000 - $249,999 $0.1058
$250,000 - $499,999 $0.1041
$500,000 - $749,999 $0.1001
$750,000 - $999,999 $0.0972.
$1,000,000+ $0.0943
</TABLE>
(e) If Customer's order is for between 800,000 and
999,999 Units:
<TABLE>
<CAPTION>
Minimum Revenue Commitment Rate
-------------------------- -------
Page 2 of 4
CONFIDENTIAL
<PAGE>
<S> <C>
$ 0 - $ 49,999 $0.1039
$ 50,000 - $ 99,999 $0.1064
$100,000 - $249,999 $0.1047
$250,000 - $499,999 $0.1029
$500,000 - $749,999 $0.0989
$750,000 - $999,999 $0.0960
$1,000,000+ $0.0932
</TABLE>
(f) If Customer's order is equal to or greater than
1,000,000 Units:
<TABLE>
<CAPTION>
Minimum Revenue Commitment Rate
-------------------------- -------
<S> <C>
$ 0 - $ 49,999 $0.0987
$ 50,000 - $ 99,999 $0.1052
$100,000 - $249,999 $0.1035
$250,000 - $499,999 $0.1018
$500,000 - $749,999 $0.0978
$750,000 - $999,999 $0.0949
$1,000,000+ $0.0920
</TABLE>
(2) Customer shall order a minimum of $10,000 in Debit Card
Units per order. Notwithstanding anything to the contrary contained
in the Agreement, Customer shall prepay MCI WorldCom for all orders
under this Attachment before MCI WorldCom will be obligated to
accept such orders.
(3) Customer may order, at no cost to Customer, one primary
identification number (PIN) for every five (5) Debit Card Units
purchased. Further, Customer agrees to pay a set-up charge of $0.06
per PIN for every PIN ordered by Customer in excess of the ration of
one PIN per five Debit Card Units as described herein.
(4) Customer's Debit Card Units will be reduced by the Debit
Card Units utilized by completed calls (calls that are answered at
the ultimate destination). MCI WorldCom shall determine the number
of Debit Card Units necessary to receive one minute of international
calling ("DEPLETION SCHEDULE"). The current Depletion Schedule is
shown on Schedule DC-A ("DEPLETION SCHEDULE"). MCI WorldCom retains
the right to develop and implement (upon thirty (30) day prior
notice) a separate and distinct Depletion Schedule which shall
supersede the Depletion Schedule. Customer shall receive no refund
or reimbursement for unused Debit Card Units at any time including
upon the expiration, cancellation or earlier termination of this
Agreement.
(5) In addition to the above rates, Customer shall pay an
additional Six Hundred Dollar ($600.00) charge for each customized
script identifying Customer to its End Users.
(6) Customer shall be solely responsible for all card
fulfillment and end user customer service.
(7) Customer shall not include MCI WorldCom is name or logo on
any Customer debit card.
(8) For purposes of this Attachment, Customer's "SWITCHED
SERVICES REVENUE" will be comprised of Customer's unit charges
described in Subpart (1) above.
Page 3 of 4
CONFIDENTIAL
<PAGE>
(9) Customer's Debit Card Units will be reduced by two (2) Units
(the "DEPLETION RATE") for every completed Debit Card call originated
from a payphone, MCI WorldCom reserves the right, upon at least
thirty (30) days' prior written notice, to modify the Depletion Rate
for completed calls originated from payphones.
IN WITNESS WHEREOF, authorized parties on behalf of their respective
entities have initialed this Attachment for DEBIT CARD Service as of the date
shown below.
Logix Communications Corporation WORLDCOM NETWORK SERVICES, INC.
Customer's Initials /s/ AHP MCI WorldCom's Initials /s/ JF
------------- --------
Date: 12-17-99 Date: 12-21-99
--------------------------- --------------------------
Page 4 of 4
CONFIDENTIAL
<PAGE>
Exhibit 10.12
RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint"), and Logix Communications Corporation
("Customer"). Sprint and Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties agree as
follows:
1. DEFINITIONS. Capitalized terms appearing in bold print are defined in Exhibit
1.
2. CONFIDENTIALITY. During the Term and thereafter, neither Party shall disclose
any terms of this Agreement, including pricing, or Proprietary Information of
the other Party. Proprietary Information shall remain the property of the
disclosing Party. A Party receiving Proprietary Information shall: (i) use or
reproduce such information only when necessary to perform this Agreement; (ii)
provide at least the same care to avoid disclosure or unauthorized use of such
information as it provides to protect its own Proprietary Information; (iii)
limit access to such information to its employees or agents who need such
information to perform this Agreement; and (iv) return or destroy all such
information, including copies, after the need for it has expired, upon request
of the disclosing Party, or upon termination of this Agreement.
Because of the unique nature of Proprietary Information, a breach of this
paragraph may cause irreparable harm for which monetary damages may be
inadequate compensation. Accordingly, in addition to other available remedies, a
Party may seek injunctive relief to enforce this paragraph.
3. TERM. This Agreement will commence on the first day of the second month
following the month in which Sprint executes the Agreement. The Term will
continue after commencement for the period specified in Attachment A.
4. TERMINATION FOR CAUSE.
4.1. A Party may terminate this Agreement upon the other Party's failure to cure
any of the following within 30 days following written notice thereof: (a) the
(i) insolvency, corporate reorganization, arrangement with creditors,
receivership or dissolution of the other Party; or (ii) institution of
bankruptcy proceedings by or against the other Party; (b) assignment or
attempted assignment of the Agreement or any interest therein, except as
permitted by Paragraph 24 hereof; (c) change in majority ownership of a Party
without the other Party's prior written consent, which consent shall not be
unreasonably withheld; (d) a final order by a government entity with appropriate
jurisdiction that a Service or the relationship hereunder is contrary to law or
regulation; or (e) material breach of any other provision of this Agreement not
otherwise referred to in Paragraph 4.
4.2. If Customer fails to cure a breach as provided in Paragraph 8 or if
Customer breaches a provision of Paragraph 17 or I 8, Sprint may, at its option
and in addition to other remedies available in law or equity, take one or more
of the following steps: (i) refuse to accept additional orders for Service; (ii)
refuse to install new Service types or Service locations; (iii) disconnect or
block ANIs, circuits, or other Service Elements; (iv) discontinue Promotional
Discounts and or international discount rates for Services provided until such
time as Customer is in full compliance with Paragraphs 8, l7 and 18 of this
Agreement; and/or (v) terminate this Agreement.
4.3. Customer may terminate the Agreement upon 30 days written notice if Sprint
fails to cure any non-compliance with subparagraph 16.2 of this Agreement.
4.4. Upon termination of this Agreement a Party may recover from the other all
sums it is owed at the time of termination.
5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE.
5.1. Customer may terminate this Agreement at any time without cause upon 90
days prior written notice to Sprint and payment to Sprint of the Early
Termination Charge described in Subparagraph 5.2. Service will be discontinued
the first business day of the fourth month after such notice of termination.
5.2. Resale Solution Base Rates and Promotional Discounts are based on
Customer's agreement to purchase Service for the entire Term. It is difficult if
not impossible to calculate Sprint's loss if Customer terminates the Agreement
pursuant to Subparagraph 5.1 or breaches the Agreement prior to the end of the
Term. Therefore, to compensate Sprint for such loss, and not as a penalty,
Customer shall pay Sprint an Early Termination Charge in the event of such
termination or breach. The Early Termination Charge shall equal 50% of $250,000
for each month remaining in the first twenty-four months (24) in the Term when
Service is discontinued pursuant to Subparagraph 5.1 or terminated due to
Customer's breach. The Early Termination Charge shall be paid within 30 days
after the notice provided pursuant to Subparagraph 5.1.
5.3. Acquisition of Another Entity. Customer represents and warrants that it is
in the process of completing an acquisition of American Telco, Inc. which, if
not completed, would not allow Customer to filfill its obligations under this
Agreement. Therefore, in the event Customer fails to complete the acquisition of
American Telco, Inc. within the next 60 days, then Customer may terminate this
Agreement, without any Early Termination Charge, so long as such termination
notice is received by Sprint within 90 days of the Effective Date of this
Agreement, subject to the payment of any and all services provided up to and
including the date of termination. If (i) Customer does acquire the 'new entity
within 60 days of the Effective Date or (ii) does not acquire the new entity but
does not provide Sprint notice of termination within 90 days of the Effective
Date; then this Agreement shall continue in accordance with its terms until
otherwise terminated or expires.
6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT.
6.1. Interstate and international Service shall be provided pursuant to Tariff
as supplemented by this Agreement. In the event of a conflict between this
Agreement and any Tariff, the Tariff shall control.
6.2. Intrastate Service is provided pursuant to Tariff in every respect.
Promotional Discounts will not apply to intrastate Service. An Interstate
Adjustment may be applied based on intrastate usage as provided in Attachment D.
The Interstate Adjustment shall be based on intrastate usage at the Product
Hierarchy Level and will equal the difference between (a) such usage priced at
Tariff less Tariff discounts and (b) such usage priced at the Interstate
Adjustment Rate in Attachment D less Discount One discounts. The Interstate
dif-
SPRINT PROPRIETARY INFORMATION
1
<PAGE>
ference between (a) such usage priced at Tariff less Tariff discounts and (b)
such usage priced at the Interstate Adjustment Rate in Attachment D less
Discount One discounts. The Interstate Adjustment for a given month shall not
exceed interstate billing for such month.
6.3. Customer shall pay all applicable Tariff charges including, but not limited
to, fixed charges, feature charges, enhanced Toll Free charges, access facility
charges, and installation and other non-recurring charges. Additionally,
Customer will pay, in accordance with applicable Tariffs, any taxes, levies,
surcharges, or other costs that Sprint is obligated to pay to any governmental
entity or other third party, provided that (i) such obligation is imposed by
valid and lawful legislation or regulation, and (ii) such obligation arises out
of the use of Sprint's services.
6.4. Sprint may modiiy or withdraw Tariffs from time to time, which may include
discontinuation of any Service without Sprint's liability. In the event that a
Service is discontinued and such discontinuation materially and adversely
affects Customer's ability to do business as anticipated in this Agreement, then
Customer may terminate this Agreement upon thirty (30) days written notice to
Sprint without liability for the Early Termination Charge, but must repay to
Sprint a prorata portion of any credits issued under this Agreement, based on
the number of months remaining in the Term.
6.5 In the event Sprint withdraws its filed Tariffs the Tariff terms and
conditions in effect on the date of such withdrawal will continue to apply to
this Agreement. After withdrawal of the applicable Tariffs, the terms of this
Agreement will control over any inconsistent provision in the former Tariffs,
subject to standard contract interpretation rules. Tariffs not withdrawn shall
continue to have the same force and effect.
7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of Service
may be construed to constitute or create an association, joint venture,
partnership or other form of legal entity or business enterprise between
Customer and Sprint, its agents, employees and/or affiliates. Customer is the
service provider with respect to End Users. Sprint is merely a supplier to
Customer with no relationship to End Users.
8. USE OF NAME AND MARKS.
8.1 This Agreement confers no right to use the name, service marks, trademarks,
copyrights, patents or CIC of either Party except as expressly provided herein.
Neither Party shall take any action which would compromise the registered
copyrights or service marks of the other. Sprint's name is proprietary and
nothing herein constitutes a general license authorizing its use. Customer may
not: (a) promote or advertise Sprint's name or capabilities to End Users or
prospective End Users; (b) attempt to sell its service using Sprint's name; or
(c) represent to End Users or prospective End Users that they would be Sprint
customers or that they may obtain Sprint service from Customer.
8.2 Sprint shall provide Customer written notice of a breach of this paragraph.
Customer shall use its best efforts to immediately cure such breach, advising
Sprint of such corrective action. If ,in Sprint's opinion, Customer fails to
effect a cure within 15 days of Sprint's notice, then Sprint may, at its option,
terminate the Agreement pursuant to Subparagraph 4.2.
8.3 Sprint's provision of Resale Connect One Plus Service may result in End
Users being notified by their LEC that Sprint is their designated PIC.
Therefore, to avoid confusion and potential "slamming" complaints, Sprint hereby
authorizes Customer to use Sprint's name under the following conditions to
provide End Users from whom Customer has obtained a PIC Authorization with a
fulfillment piece containing the following Notice (the "Notice"):
We want to affirm how ___ will provide your long distance service.
Although _____ will provide your invoice and customer service, we use
major national carriers to actually carry your long distance calls.
After subscribing to our service, you may receive a notice from your local
phone company which says that your long distance "Carrier of Choice" is
Sprint. ____ has selected Sprint as the long distance network provider it
will use to handle your calls. That selection was based on your quality
and price requirements. If you have any questions about your order, please
call our toll free customer service number, 1-___-____.
8.4 If Customer subscribes to Resale Connect One Plus, calls placed by End Users
to the Sprint access number will be answered "Sprint operator." This may cause
confusion if the End User does not know its calls are being carried on the
Sprint network. Therefore, to avoid such confusion, Sprint hereby authorizes
Customer to provide End Users who use Sprint Express with a fulfillment piece
containing the following notice (the "Sprint Express Notice"): "International
call origination may be provided by a Sprint operator." Sprint may withdraw
consent to use the Sprint Express Notice upon 10 days written notice.
9. SERVICE. Services provided hereunder are described in Exhibit 2.
10. LEGAL COMPLIANCE; REMEDIES FOR NON-COMPLIANCE.
10.1. Customer represents and warrants that (a) it has obtained all licenses and
regulatory approvals and that it has the legal authority necessary to operate as
contemplated herein and (b) it will not submit an End User ANI for activation
without obtaining and maintaining a proper PIC Authorization.
10.2. If, in Sprint's opinion, Customer breaches this paragraph, Sprint may (a)
terminate this Agreement pursuant to Subparagraph 4.1(e), (b) reject End User
ANIs submitted by Customer for placement under its account, and/or (c)
discontinue Promotional Discounts. If Sprint elects option (b) or (c), it will
resume accepting ANIs and/or reinstate Promotional Discounts only after Customer
produces evidence satisfactory to Sprint that it has cured its breach.
11. CUSTOMER RESPONSIBILITIES.
11.1. Customer shall not be relieved of any obligation hereunder by virtue of
the fact that Service is ultimately used by End Users.
11.2. Customer shall produce for Sprint's inspection, at Customer's expense, any
PIC Authorization within 48 hours after Sprint's oral or written request or
within any shorter period required by a LEC or regulatory agency. If Customer
fails to comply with this subparagraph then Sprint may (a) discontinue
Promotional Discounts and/or (b) refuse to activate additional ANIs under
Customer's account.
11.3. Customer shall reimburse Sprint for any charge assessed by a LEC for
processing a PIC changes due to a Customer initiated dispute.
11.4. Customer shall be solely responsible for End User solicitation, service
requests, creditworthiness, customer service, billing and collection. Customer
remains responsible for compliance with this Agreement, including, but not
limited to, payment responsibilities, without regard to Customer's ability to
charge for Services used by End Users or to collect payment from End Users.
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11.5. Customer shall be financially liable for usage generated by each End User
ANI activated by Sprint until such ANI is presubscribed to another IXC. Customer
may request Sprint to block Network Extension Service to an ANI upon the End
User's failure to pay Customer, subject to Customer's prior certification to
Sprint that it has given the End User any notice required by law. Customer shall
reimburse Sprint for expenses incurred to block an ANI.
11.6. Customer shall be solely liable for amounts it cannot collect from End
Users, including all fraudulent charges, and for billing adjustments it grants
End Users, including adjustments for fraudulent charges, directory assistance or
any other form of credit.
11.7 Customer shall comply with Sprint's network interface procedures when it
orders its own access facilities.
11.8 The ;minimum installation and disconnect intervals for switched Service
Elements is 15 calendar days and for dedicated Service Elements is 35 calendar
days.
12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide switched
Service within 15 days, and dedicated Service within 30 days, following
Customer's order, or the requested delivery date, whichever is later. These
installation objectives will be extended by the time it takes to address
activation errors or obtain from Customer a complete and accurate order or PIC
Authorization. Customer shall reimburse Sprint for LEC imposed fees resulting
from a request to expedite Service.
13. PRICING; FORWARD PRICING; GENERAL CONDITIONS.
13.1. Pricing. Resale Solution Base Rates and Promotional Discounts are
contained in the Attachments hereto.
13.2. Prices in Lieu of Other Discounts. Resale Solution Base Rates and
Promotional Discounts are extended in lieu of any other Tariff or contractual
discount, special pricing, or discount term plan. Discounts upon discounts are
only permitted if expressly provided for herein.
13.3. Prices Contingent on Performance. Resale Solution Base Rates and
Promotional Discounts are contingent on Customer's full performance of all terms
of the Agreement. If Customer fails to pay the undisputed portion of an invoice
pursuant to Paragraph 17, Sprint may, at its option and in addition to other
remedies available in law or equity, take one or more of the following steps:
(i) refuse to accept additional orders for Service; (ii) refuse to install new
Service types or Service locations; (iii) disconnect or block ANIs, circuits, or
other Service Elements for which full payment has not been made; and/or (iv)
discontinue Promotional Discounts for Services provided until such time as
Customer is in full compliance with Paragraph 17 of this Agreement.
13.4. Per Minute Charges. Resale Solution Base Rates are invoiced based on Per
Minute Charges utilizing the Rate Periods and Billing Increments in Attachment
B.
13.5. Non-Bell Switched Origination, Termination and Toll Free Origination
Charges. Customer shall pay the charges specified in Attachment B for each
originating minute and each terminating minute of an interstate call that
originates and/or terminates in a Non-Bell Service Area.
13.6. Switched Origination, and Termination Charges. Customer shall pay the
charges specified in Attachment B for each originating minute and each
terminating minute of an interstate call.
13.7. Promotional Pricing Levels. Customer will receive Discount One and
Discount Two discounts applied only to Rate Elements as provided in Attachments
C and D.
13.8. Forward Pricing. As a transition to the pricing hereunder, Discount Two
discounts may be based for a period of time on the greater of Customer's actual
Discount Two Monthly Volume of Service or a specified Forward Pricing Volume of
Service. The Forward Pricing Volume of Service and the period during which it
may be applied are specified in Attachment A.
14. SURCHARGES.
14.1. Minimum Commitment Surcharge. For any period during the first twenty-four
(24) months in the Term which Customer fails to meet the Minimum Commitment
stated on Attachment A, Customer shall pay a surcharge for Service provided
during such period equal to 25% of the difference between $250,000 and
Customer's actual Net Usage during such period. Customer's satisfaction of the
Minimum Commitment shall not relieve Customer of any credit or security
obligations set forth in this Agreement.
14.2. LEC Cap Surcharge. Any month Customer exceeds the Maximum Non-Bell
Traffic Percentage specified in Attachment B for any Service type,
Customer shall pay Sprint the per minute surcharge for such Service
specified in Attachment B for each minute above the Maximum Non-Bell
Traffic Percentage that originates from or terminates to a Non-Bell
Service Area. Maximum Non-Bell Traffic Percentages will be calculated
independently for originating and terminating minutes at each Product
Hierarchy Level.
14.3. Minimum Average Time Requirement Surcharge. Any month Customer fails to
equal or exceed the Minimum Average Time Requirement specified in Attachment B
for Services specified in Attachment B, then Customer shall pay Sprint a per
minute surcharge on such usage equal to (a) the per minute surcharge specified
in Attachment B multiplied by (b) the difference between (i) the number of
minutes the Service was used and (ii) the number of calls using the Service
multiplied by the Minimum Average Time Requirement. This surcharge shall be
calculated at each Product Hierarchy Level.
14.4. Noncomplete Call Surcharge. Any month Customer exceeds the Maximum
Noncomplete Toll Free Call Percentage for interstate Resale Direct Toll Free,
Resale Direct Toll Free Extension, and/or interstate Resale Connect Toll Free
traffic as stated on Attachment B, Customer shall pay Sprint a surcharge equal
to the amount stated in Attachment B for each Noncomplete Toll Free Call in
excess of the Maximum Noncomplete Toll Free Call Percentage. This surcharge
shall be calculated at each Product Hierarchy Level.
14.5. Minimum Port Usage Surcharge. Any month Customer fails to equal or exceed
the Minimum Port Usage per Active Resale Direct Port (calculated as Customer's
actual Net Usage for Resale Direct Service divided by Customer's total number of
Active Resale Direct Ports at each Product Hierarchy Level) as stated on
Attachment A, Customer shall pay Sprint a surcharge on its Resale Direct Service
usage equal to the difference between (a) Customer's actual Net Usage for Resale
Direct Service and (b) the Minimum Port Usage multiplied by the total number of
Active Resale Direct Ports.
15. SERVICE CHARGES.
For each End User ANI or Toll Free number Customer submits for activation that
requires Sprint to disconnect or transfer such ANI or Toll Free number from
Sprint's data base before placing it within Customer's
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CTIS hierarchy, Custorner will pay to Sprint a service charge of $25.00.
Notwithstanding the foregoing, the service charge described in this paragraph 15
will be waived if such ANIs, or Toll Free numbers do not exceed 15% of the total
ANIs or Toll Free numbers submitted by Customer during the immediately preceding
ninety (90) days.
16. SPECIAL RATE ADJUSTMENTS.
16.1. Sprint may, after 15 days notice to Customer, adjust the price of Service
provided hereunder to reflect changes in international cost of service or
currency exchange rates.
16.2. Sprint will unilaterally amend Attachment B switched origination and
switched termination access charges effective on the first day of January and
July. The adjustment will consider increases and/or decreases in statewide
average minute of use originating and terminating interstate LEC access charges
imposed on Sprint during a measurement period ending approximately ninety (90)
days prior to the effective date of the amendment. Customer will pay amended
Attachment B charges for Service usage beginning on the effective date of the
amendment until the effective date of the succeeding amendment. Attachment B
charges apply only to those Services identified in Attachment B, paragraph
B.13.6.
17. PAYMENT FOR SERVICE.
17.1. Payment Obligation. Customer shall pay Sprint for Service pursuant to the
terms of this Agreement and applicable Tariffs.
17.2. Call Detail. Sprint will provide Customer with a Carrier Transport Call
Detail Record file containing Customer's Service usage. Sprint may, at its
option and without liability to Customer, modify the format of the Carrier
Transport Call Detail Record file upon sixty (60) days written notice to
Customer.
17.3. Payment Procedure. Sprint will invoice Customer monthly for Services
provided hereunder. All amounts stated on each monthly invoice will be due and
payable upon receipt. All undisputed charges for Services provided that remain
unpaid by Customer for a period of thirty (30) days or more after the date of
the invoice will be subject to interest from the date of the invoice at a rate
of up to one and one-half percent (1-1/2%) per month, or the maximum rate
allowable by applicable law. If Customer fails to pay for services in accordance
with the terms set forth in this Section, Sprint may, at its option and in
addition to other remedies available in law or equity, take one or more of the
following steps: (i) refuse to accept additional orders for Service; (ii) refuse
to install new Service types or Service locations; (iii) disconnect or block
ANIs, circuits, or other Service Elements for which full payment has not been
made; and/or (iv) discontinue Promotional Discounts for Services provided until
such time as Customer is in full compliance with this Paragraph 17. The price of
Service is exclusive of applicable taxes. Resale Solution Base Rates and
Promotional Discounts are contingent on Customer providing Sprint with
certificates from appropriate taxing authorities exempting Customer from taxes
that would otherwise be invoiced hereunder.
17.4. Billing Disputes. In the event Customer, in good faith, disputes Sprint's
computation of amounts due and owing within all applicable legal periods of
limitation, Customer may withhold payment of the disputed amount. Customer must
pay all charges which are not in dispute in accordance with the payment terms
set forth in this Section. An amount will not be considered "in dispute" until
Customer has provided Sprint with written documentation explaining the disputed
amount and describing the factual and legal basis of the dispute. Customer must
cooperate with Sprint to resolve any dispute expeditiously. All disputed amounts
are due and payable immediately upon Sprint's written denial of the dispute.
18. PAYMENT SECURITY. Provision of Service is contingent on credit approval by
Sprint. Upon request by Sprint, Customer shall provide Sprint with financial
statements or other indications of Customer's financial and business
circumstances. If Customer's financial or business circumstances or payment
history is or, during the Term, becomes unacceptable to Sprint, then Sprint may
require a deposit, irrevocable letter of credit or other form of security
acceptable to Sprint. Customer's failure to provide such security within 10 days
following Sprint's reasonable request shall constitute a default under
Subparagraph 4.2.
19. PROPERTY AND PERSONAL INJURY INDEMNIFICATION. Each Party agrees to
indemnify, hold harmless, and defend the other Party, its directors, officers,
employees, agents and their successors and assigns from and against any and all
claims, demands, causes of action, losses, damages, expenses or liabilities,
including costs and reasonable attorney's fees, arising out of claims made by
third parties for personal injury (or death) or loss or damage to personal
property, arising out of or related to the negligent or willful misconduct,
errors or omissions, of the indemniiying Party or its subcontractors, directors,
officers, employees, agents or representatives. Claims made by employees of a
Party which are covered under applicable workers' compensation laws are not
indemnified hereunder.
20. PROPRIETARY RIGHTS INDEMNITY. If Customer is made the subject of any claim
or lawsuit by reason of its use of the Services provided hereunder based on the
allegation that the Service as provided by Sprint constitutes an infringement of
any third party patent, copyright or trade secret, enforceable in countries
ratifying the Berne Convention, Customer will promptly notify Sprint thereof in
writing. Sprint will defend and indemnify Customer against all such claims,
demands, and causes of action based on the actual or alleged infringement of any
such third party right. The indemnities set forth in this Section will include,
without limitation, all penalties, awards and judgments, all court and
arbitration costs, attorney's fees and other out-of-pocket costs reasonably
incurred in connection with such claims, demands and causes of action. Sprint
will have sole discretion to settle or compromise such claim or lawsuit without
the written consent of Customer provided that such settlement or compromise does
not require Customer to make any payment not indemnified. Sprint will have the
sole right to retain and select counsel to represent its interests in defending
any such claim or litigation as part of its indemnification obligation
hereunder. Sprint will not reimburse Customer for its attorneys' fees and costs
in connection with Customer's separate retention of
counsel, unless Sprint will have wrongly failed to defend and indemnify
Customer.
If any action results in a final injunction against Customer with respect to the
Services provided pursuant to this Agreement, Sprint agrees that it will at its
option and its sole expense, either (1) procure for Customer the right to
continue using the infringing Services or (2) replace or modify the same so that
it becomes non-infringing or (3) substitute for the Services non-infringing
replacement. Services having a capability equivalent to the Services provided
herein. If none of the foregoing alternatives is reasonably available to Sprint,
then Customer will have the right to terminate the affected portions of this
Agreement. Sprint will have no liability under this indemnity provision to the
extent the clam is based on a use, a modification, or a combination of Sprint
Services with products, goods or services not directly provided by Sprint.
21. LIMITATION OF LIABILITY.
21.1 SPRINT'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT IN NO EVENT WILL EXCEED AN AMOUNT EQUAL TO THE
NET USAGE CHARGES PAID TO SPRINT BY CUSTOMER DURING THE THREE (3) MONTHS
IMMEDIATELY PRECEDING
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THE EVENT OUT OF WHICH THE LIABILITY AROSE. SPRINT WILL NOT BE LIABLE FOR ANY
UNAVOIDABLE DAMAGE TO CUSTOMER'S PREMISES.
21.2 IN NO EVENT WILL SPRINT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT.
INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO,
LOST PROFITS OR REVENUES AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT SPRINT
WAS AWARE OR SHOULD HAVE BEEN AWARE OF ThE POSSIBILITY OF SUCH DAMAGES.
21.3 WITH RESPECT TO THE SERVICES, MATERIALS AND EQUIPMENT PROVIDED HEREUNDER,
SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPLICIThY
STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
22. ARBITRATION. Any dispute arising out of or relating to the Agreement may, at
the option of the Parties, be finally settled by arbitration. If the Parties
elect arbitration, such arbitration will be in accordance with the rules of the
American Arbitration Association. The arbitration will be governed by the United
States Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the award
rendered by the arbitrator(s) may be entered by any court with jurisdiction. The
arbitration will be held in the Kansas City, MO metropolitan area.
23. NOTICES. Notices, requests or other communications (excluding invoices)
hereunder shall be in writing and sent by certified mail addressed as follows:
If to Sprint: Sprint Communications Company L.P.
Attention: Vice President-Wholesale Services
1520 East Rochelle, Suite
Irving, TX 75039
With copy to: Sprint Communications Company L.P.
Attention: Vice President Law-Marketing/Sales
8140 Ward Parkway
Kansas City, MO 64114
If to Customer: Logix Communications Corp.
Attention: John W. Gray, Jr.
13439 N. Broadway Ext.
Oklahoma City, OK 73114
24. ASSIGNMENT. Customer may not assign or delegate its responsibilities,
duties, rights or obligations under this Agreement to any person, corporation or
other entity without the written consent of Sprint, much consent not to be
unreasonably withheld.
25. EXCUSABLE DELAY.
25.1 Except for the performance of obligations set forth in Paragraphs 17 ind 18
of this Agreement, Sprint and Customer agree that neither Party vill be
responsible for any delay, interruption or other failure to perform hereunder
due to acts beyond the control of the responsible Party. Such ats include, but
are not limited to, natural disasters such as lightening, arthquakes,
hurricanes, floods or other like causes; war, riot, civil commotion; cable cuts;
explosion or fire; embargoes, strikes or labor disputes; or decrees of
governmental entities.
25.2 The affected Party will give notice to the other Party in the event of any
of the foregoing occurrences. Upon such notice, Sprint may cancel or delay
performance for as long as such performance is delayed by such occurrence or
occurrences, arid in such event will have no liability to Customer. Should such
occurrence continue for more than 60 days and adversely and materially impact
the other party, such other party may terminate this Agreement without liability
upon payment for all Services delivered prior to the date of such termination,
plus all other charges and costs then incurred.
26. HEADINGS. The headings set forth in this Agreement are for purposes of
reference only and do not in any way limit or otherwise affect the meaning or
interpretation of any of the terms of this Agreement.
27. CHOICE OF LAW. This Agreement and all claims relating to the relationship
between Sprint and Customer, including all claims in tort, contract, at law or
in equity will be governed by, construed enforced and interpreted in accordance
with the laws of the state of Kansas without regard to the choice of law
principles thereof.
28. RULES OF CONSTRUCTION. No rule of construction requiring interpretation
against the draftsman shall apply in the interpretation of this Agreement.
29. MODIFICATION OF AGREEMENT. This Agreement may be modified only by written
amendment, executed by officers or representatives of Customer and Sprint. Any
oral agreement contrary to the terms of any Service Agreement will not be
admissible in any dispute, whether in a court of law or in arbitration.
30. WAIVER OF TERMS. If either Party fails, at any time, to enforce any right or
remedy available to it under this Agreement, that failure will not be construed
to be a waiver of the right or remedy with respect to any other breach or
failure by the other Party.
31. PARTIAL INVALIDITY. In the event any of the provisions of this Agreement are
held to be invalid, illegal, or unenforceable, the unaffected provisions of this
Agreement will be unimpaired and remain in full force and effect. Sprint and
Customer will negotiate to substitute for such invalid, illegal or unenforceable
provision a mutually acceptable provision consistent with the original intention
of the Parties
32. CUMULATIVE REMEDIES. Except as otherwise provided herein, the remedies
provided for in this Agreement are in addition to any other remedies available
at law or in equity.
33. ENTIRE AGREEMENT. This Agreement, including Exhibits, Attachments, and the
documents and instruments referred to herein, constitutes the entire
understanding between the Parties relating to its subject matter and supersedes
all prior or contemporaneous negotiations or agreements, whether oral or
written, relating to the subject matter hereof. Customer is not relying upon any
representations or promises made by or on behalf of Sprint in entering into this
Agreement.
34. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement shall be
withdrawn if the Agreement is not executed by both Parties within 45 days after
the Proposal Date stated on Attachment A.
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EXECUTED and made effective as provided herein.
Logix Communications Corporation SPRINT COMMUNICATIONS COMPANY L.P.
(Customer)
By: /s/ [ILLEGIBLE] By: /s/ John Dupree
-------------------------- ----------------------------------------
John Dupree
Title: Chief Operating Officer Vice President, Wholesale Services Group
----------------------- ----------------------------------------
Date: May 19, 1998 Date: 6-8-98
------------------------ --------------------------------------
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EXHIBIT 1
DEFINITIONS
Capitalized terms appearing in bold print in the Agreement, its Exhibits and
Attachments are defined as follows:
"Active Resale Direct Port" means a Customer access port (DS-0 equivalent)
connected to Sprint and activated as Resale Direct Service.
"ANI" means a calling telephone number identification which is forwarded to an
JXC by a LEC as a call is placed.
"Associated Location" means a physical premise to or from which Sprint provides
Service which is: (a) owned or leased by Customer; (b) occupied by a business in
which Customer has an equity interest of at least a 25%; or (c) occupied by a
franchisee of Customer.
"Attachment" means a supplement attached to, and a part of, the Agreement.
"Billing Increment" means a Tariffed billing increment, unless otherwise stated
in Attachment B.
"Calling Card" means a card issued to an End User in Customer's name containing
an authorization code that the End User may use to originate calls over Sprint's
network as provided in Exhibit 2.
"CIC" means an IXC carrier identification code.
"CTIS" means Sprint's Carrier Transport Invoicing System.
"Day Rate Period" means the Tariff day rate period unless otherwise specified
herein.
"Discount One" means a Rate Element specific discount that (1) is based on
Customer's Discount One Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Resale Solution Base Rates.
"Discount One Monthly Volume of Service" means the volume of Customer's monthly
usage, at each Product Hierarchy Level, for a specific Rate Element priced at
Resale Solution Base Rates.
"Discount Rate Period" means the Tariff international discount rate period
unless otherwise specified herein.
"Discount Three" means a Rate Element specific discount that (1) is based on
Customer's Discount Three Monthly Volume of Service and (2) is applied at the
Product Hierarchy Level or the Service Hierarchy Level to interstate or
international usage to the LATAs or countries specified in Attachment C.
"Discount Three Monthly Volume of Service" means the volume of Customer's
monthly usage, at the Product Hierarchy Level or Service Hierarchy Level,
of interstate or international minutes to the specific LATAs or countries
identified in Attachment C and priced based on the usage levels and Rate Periods
specified in Attachment C.
"Discount Two" means a Rate Element specific discount that (l) is based on
Customer's Discount Two Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Resale Solution Base Rates
less Discount One discounts.
"Discount Two Monthly Volume of Service" means the volume of customer's monthly
usage, at the Master Hierarchy Level, of all Resale Solution Services, including
directory assistance Services, priced at Resale Solution Base Rates after the
application of Discount One discounts, but prior to the application of Discount
Two discounts. Discount Two Monthly Volume of Service does not include Resale
Solution Service charges that are not based on usage, Clearline Service charges,
Private Line charges, any charge associated with access (dedicated or
non-dedicated), facilities charges, any usage related fixed charge, any
non-recurring charge such as installation charges, taxes, surcharges, transfer
fees, or interest.
"Early Termination Charge" means the charge imposed for terminating the
Agreement prior to expiration of the Term as provided in Paragraph 5 thereof.
"Economy Rate Period" means the Tariff international economy rate period.
"End User" means a customer of Customer to whom Sprint extends Network Extension
Service at a Non-Associated Location.
"Evening Rate Period" means the Tariff evening rate period unless otherwise
specified herein.
"Excusable Delay" means any event that prevents a Party from performing its
obligations hereunder and that is beyond the reasonable control and without the
fault or negligence of such Party.
"Exhibit" means a supplement attached to, and a part of, the Agreement.
"Forward Pricing Volume of Service" means the volume of service specified in
Attachment A upon which Discount Two discounts may be based as provided in
Subparagraph 13.8 of the Agreement.
"Interstate Adjustment" means the adjustment under Subparagraph 6.2 to the
invoice for interstate usage that is based on the level of intrastate usage.
"Interstate Adjustment Rate" means the rate identified in Attachment D that is
used to determine the Interstate Adjustment as provided in Subparagraph 6.2.
"IXC" means interexchange carrier.
"LEC" means local exchange carrier.
"Master Hierarchy Level" means billing hierarchy level l. "Maximum Noncomplete
Toll Free Call Percentage" means, for each month, for each Service type, the
ratio, expressed as a percentage, of (i) the aggregate number of Noncomplete
Toll Free Calls during such period divided by (ii) the aggregate number of Toll
Free calls during such period. This percentage shall be calculated at each
Product Hierarchy Level.
"Maximum Non-Bell Traffic Percentage" means, for each month, the ratio,
expressed as a percentage, of (i) the number of minutes during such period that
originate from, or terminate in, a Non-Bell Service Area, divided by (ii) the
total number of minutes during such period. Maximum Non-Bell Traffic Percentages
will be calculated
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independently for originating and terminating minutes at the Product Hierarchy
Level.
"Minimum Average Time Requirement" means the minimurn average call duration,
expressed in minutes, for Services as specified in Attachment B. Minimum Average
Time Requirement calculations will be made at each Product Hierarchy Level.
"Minimum Commitment" means the minimum monthly usage commitment stated on
Attachment A. The calculation to determine whether Customer has met the Minimum
Commitment shall be based on Customer's invoiced Net Usage.
"Minimum Port Usage" means the minimum Net Usage for Resale Direct Service
stated on Attachment A that Customer shall generate per Active Resale Direct
Port.
"Network Extension Service" means Service that Sprint extends to the Non-
Associated Location of an End User.
"Net Usage" means the monthly amount invoiced for use of a Service net of
Discount One, Discount Two and Discount Three discounts. Net Usage includes the
following as they apply to particular Services: monthly per-minute usage charges
invoiced under the Agreement; route advance charges; real time ANI charges;
switched origination and termination charges; directory assistance charges;
Minimum Average Time Requirement Surcharges; Noncomplete Call Surcharges;
FONCard surcharges; and LEC Cap Surcharges.
"Night/Weekend Rate Period" means the Tariff night/weekend rate period unless
otherwise specified herein.
"Noncomplete Toll Free Call" means an attempted Resale Connect Toll Free,
Resale Direct Toll Free, or Resale Direct Toll Free Extension call that is
not completed to the called number for any reason.
"Non-Associated Location" means any physical premise to or from which Sprint
provides Service that is not an Associated Location.
"Non-Bell Service Area" means the geographic service area of any "independent"
LEC which is not a Bell Operating Company.
"Off Peak Rate Period" means (a) the Evening Rate Period and the Night/Weekend
Rate Period for interstate traffic and (b) the Discount Rate Period and Economy
Rate Period for international traffic.
"Peak Rate Period" means (a) the Day Rate Period for interstate traffic and (b)
the Standard Rate Period for international traffic.
"Per Minute Charge" means the per minute charge for Service as set forth in
Exhibit C based on Rate Periods and Billing increments stated in Attachment B.
"PIC" means primary interexchange carrier.
"PIC Authorization" means an End User's selection of a PIC that meets the
requirements of federal and state law.
"Primary Carrier" means the IXC designated by Customer as its f'irst routing
choice and primary overflow carrier.
"Primary Carrier Service" means the Service specified in Attachment A for which
Sprint shall be Customer's Primary Carrier.
"Product Hierarchy Level" means the fifth level in the Customer billing
hierarchy, and is directly above the Service Hierarchy Level which ties like
Services together for purposes of reporting. Each Product Hierarchy Level is
considered independently for calculation and application of Discount One, LEC
Cap Surcharges, Minimum Average Time Requirement Surcharges, Noncomplete Toll
Free Call Surcharges and Minimum Port Usage Surcharges.
"Promotional Discounts" is a collective reference to Discount One, Discount
Two, Discount Three and interstate Adjustments.
"Proposal Date" means the date indicated on Attachment A that the Agreement is
offered by Sprint to Customer.
"Proprietary information" means (a) written information of a Party which is
clearly and conspicuously marked as proprietary or confidential or which is
accompanied by written notice that such information is confidential, or (b) a
verbal communication which is subsequently confirmed in writing to the other
Party as confidential or proprietary information which (i) is maintained in
confidence and secrecy by the disclosing Party, (ii) is
valuable to the disclosing Party because of such confidence or secrecy, and
(iii) is subject to the disclosing Party's reasonable efforts to maintain such
confidentiality and secrecy. Proprietary information shall not include
information which (1) is at any time in the public domain other than through
wrongdoing on the part of an entity owing a duty of confidentiality to the
disclosing Party, (2) is within legitimate possession of the receiving Party
without obligation of confidentiality, (3) is lawfully received from a third
party having rights therein without restriction of the right to disseminate the
information, (4) is independently developed without breach of any obligation of
confidentiality through parties without access to or knowledge of such
Proprietary information, (5) is disclosed with prior written approval of the
other Party, (6) is transmitted after the disclosing Party has received written
notice from the receiving Party that it does not desire to receive further
Proprietary information, or (7) is obligated to be produced under order of a
court of competent jurisdiction. "Rate Element" means a jurisdictional element
of the rate for a particular Service. For example, Resale Direct rates consist
of separate Rate Elements for interstate, intrastate, Canada, Mexico domestic,
Mexico international, other international, and directory assistance usage.
"Rate Periods" is a collective reference to the Day Rate Period, Discount Rate
Period, Economy Rate Period, Evening Rate Period, Night/Weekend Rate Period, Off
Peak Rate Period, Peak Rate Period, and Standard Rate Period.
"Resale Connect FONCard Service" means a Service consisting of a Sprint
authorization code incorporated into Customer's Calling Card which, together
with Customer's service enhancements, is provided to End Users for use in
originating calls over Sprint's network as provided in Exhibit 2.
"Resale Solution Base Rates" means the prices provided herein for Resale
Solution Service.
"Resale Solution Service" means switched Service purchased under the Agreement
and invoiced under CTIS.
"Service" means the service identified in the Exhibits and Attachments that
Sprint shall provide and Customer shall purchase hereunder.
"Service Element" means any line, circuit or other unit of a Service. In the
case of switched or virtual Services, "Service Element" means switched or
virtual Services provided at a Customer location.
"Service Hierarchy Level" means the sixth and lowest level in the Customer's
billing hierarchy.
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"Standard Rate Period" means the Tariff standard rate period for international
Service unless otherwise specified herein.
"Tariff(s)" means any applicable tariff filed by Sprint with the Federal
Communications Commission for interstate or international Service (including
Tariff revisions) and/or any applicable tariff filed with a state regulatory
commission for intrastate Service. Should Sprint no longer file Tariffs in order
to provide Service, then Tariff shall mean the standard rate tables and terms
and conditions that replace such Tariffs.
"Term" means the term of the Agreement as provided in Paragraph 3 thereof.
SPRINT PROPRIETARY INFORMATION
9
<PAGE>
EXHIBIT 2
SERVICES
The following Services are provided pursuant to the Agreement:
1. OUTBOUND SERVICE.
1.1. RESALE DIRECT and RESALE DIRECT EXTENSION. Resale Direct and Resale Direct
Extension is provided hereunder for switched outbound traffic with interstate or
international termination that originates over dedicated special access (DS-1 or
DS-3) circuits.
1.2. RESALE DIRECT. Resale Direct is Service subscribed to, and paid for, by
Customer that originates from an Associated Location. Resale Direct may be
obtained only by a carrier with its own CIC.
1.3. RESALE DIRECT EXTENSION. Resale Direct Extension is Service subscribed to
and paid for, by Customer but connected directly to a Non-Associated Location.
1.4. RESALE CONNECT ONE PLUS. Resale Connect One Plus is provided
hereunder for switched access outbound traffic utilizing Feature Group D
protocol having interstate or intemational termination.
2. TOLL FREE SERVICE.
2.1. RESALE DIRECT TOLL FREE and RESALE DIRECT TOLL FREE EXTENSION. Resale
Direct Toll Free and Resale Direct Toll Free Extension is provided hereunder for
Customer switched inbound traffic with interstate or international origination
that terminates over dedicated special-access (DS-1 or DS-3) circuits.
2.2. RESALE DIRECT TOLL FREE. Resale Direct Toll Free is Toll Free Service
subscribed to, and paid for, by Customer that terminates to an Associated
Location. Resale Direct Toll Free may be obtained only by a carrier with its own
CIC.
2.3. RESALE DIRECT TOLL FREE EXTENSION. Resale Direct Toll Free Extension is
Toll Free Service subscribed to, and paid for, by Customer but connected
directly to a Non-Associated Location.
2.4. RESALE CONNECT TOLL FREE. Resale Connect Toll Free is provided hereunder
for switched inbound traffic, terminating on Feature Group D protocol, having
interstate or international origination.
2.5. INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free Service
("ITFS") shall be provided subject to availability. Because of a limited
quantity of Toll Free numbers in some countries, Sprint may, as it deems
appropriate, after 30 days notice, disconnect any ITFS number which does not
generate at least 60 minutes of usage during any period of three consecutive
months. ITFS traffic must be terminated directly in the continental U.S. If
reorigination occurs, ITFS traffic is subject to foreign PTT interruption and is
beyond Sprint's control. ITFS Service shall be provided pursuant to Tariff,
including rates, discounts and Toll Free number charges, unless otherwise
provided herein.
3. DIRECTORY ASSISTANCE.
3.1. INTERSTATE. Interstate directory assistance provided hereunder must have a
domestic origination over Customer's circuits. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in LEC directory
assistance charges.
3.2. INTERNATIONAL. International directory assistance is provided pursuant to
Tariff International directory assistance must have a domestic origination over
Customer's circuits and request numbers must be located in the countries listed
in Sprint's FCC Tariff 1, Section 2.1. International directory assistance may be
obtained by calling a Sprint operator who will request the number from the
appropriate country's international operator. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in directory
assistance charges of other countries.
3.3. TOLL FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not be
eligible for any toll free directory listing at Sprint's expense.
4. RESALE CONNECT FONCARD SERVICE.
4.1. Resale Connect FONCard Service consists of an authorization code issued by
Sprint which Customer will incorporate into a Calling Card. The Calling Card,
together with Customer provided service enhancements, will be provided in
Customer's name to End Users who may use the card to originate calls over
Sprint's network in the contiguous U.S. and selected countries. Sprint will
transport Customer's Calling Card traffic with the same quality as Sprint
FONCard traffic.
4.2. Availability. Resale Connect FONCard Service is provided subject to (a)
availability and compatibility of facilities, (b) Customer fulfillment, and (c)
Toll Free access origination, which Customer agrees may be withheld by Sprint in
certain LATAs because of facility constraints.
4.3. Activation. Sprint will provide Customer with activated authorization codes
to be imprinted on Customer's Calling Cards. The codes will be provided within
30 days following Customer's request and notice to Sprint of Customer's
fulfillment vendor.
4.4. Toll Free Access. Customer may elect Calling Card access to a Sprint
operator using either a "Generic" or "Branded" Toll Free access number. The
operator response to a Generic Toll Free call will be similar to: "Long
Distance, may I help you?" Calls to a Branded access number will be answered by
an operator assigned exclusively to Customer. Operator response to Branded
access calls will be similar to: "(Customer) Long Distance Operator."
Customer shall pay a non-recurring charge for establishing account access as
provided in Attachment B.
4.5. Service Representative. Sprint will designate a representative to provide
Customer service. This representative will not be available for direct contact
by End Users.
4.6. Non-Emergency Deactivation. Sprint will advise Customer of the process for
requesting non-emergency deactivation of an authorization code. Sprint may
periodically deactivate unused authorization codes to minimize potential fraud.
Sprint will notiiy Customer of any such deactivation. Emergency deactivation is
provided for in Subparagraph 4.9 of this Attachment.
4.7. Remedy for Service Failure. Notwithstanding anything to the contrary in
Subparagraph 4.1(e) of the Agreement, Customer's sole and
SPRINT PROPRIETARY INFORMATION
10
<PAGE>
exclusive remedy for failure of a particular Resale Connect FONCard Service
shall be discontinuation of the affected Service subject to Paragraph 25 of the
Agreement.
4.8. Customer Obligations. Customer shall, at Customer's expense: (a) design,
manufacture and distribute its Calling Cards; (b) solicit End Users in its own
name in compliance with Paragraph 8 of the Agreement; (c) address End User
service requests; (d) determine End User creditworthiness; (e) define its
relationship with End Users relative to its Calling Card service by tariff or
contract; (f) provide Calling Card fulfillment using a bonded fulfillment
vendor; (g) supply its fulfillment vendor with necessary End User information;
(h) maintain its own End User data base; (i) provide End User customer service,
billing and collection; (j) maintain its own End User customer service number,
which shall be printed on each Calling Card; (k) establish internal Calling Card
management procedures; (l) monitor for fraud and code abuse; and (m) cooperate
and interface with Sprint to prevent fraud or code abuse as provided herein.
Customer shall provid Sprint with all order authorizations, service applications
and information that Sprint requires to establish and maintain Resale Connect
FONCard Service and proper invoicing.
Customer shall be liable for (a) all usage charged to an activated authorization
code after the code is provided to Customer or its agent, (b) non payment by End
Users, and (c) billing adjusttnents granted to End Users as provided in
Subparagraph 11.6 of the Agreement.
Customer shall indemnify and hold Sprint harmless from any claim or damages
resulting from Sprint's deactivation of an authorization code at Customer's
request.
4.9. Code Abuse; Fraud; Emergency Deactivation. Sprint and Customer will
cooperate to deter Calling Card fraud and code abuse. Sprint will monitor usage
of Customer Calling Cards to detect fraud or code abuse in the same manner that
it monitors FONCard usage of its own customers. This activity will not create
any liability on the part of Sprint resulting from code abuse or fraud. Customer
shall be liable for all usage charged to an activated authorization code that
results from fraud or code abuse.
Sprint will notify Customer of (a) the process Customer may use to obtain
emergency deactivation of a lost or stolen Calling Card and (b) the process
Sprint will use to notify Customer of suspected fraud or code abuse.
Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint
will immediately notify if fraud or code abuse is suspected. Customer shall
advise Sprint within 30 minutes after receiving such notice whether it wants the
authorization code deactivated. If Sprint is unable to reach Customer's contact,
or if Customer fails to respond to Sprint's notice within 30 minutes, Sprint
may, in its discretion, deactivate the authorization code and advise Customer of
its actions. Sprint shall incur no liability for such deactivation.
Sprint shall be liable for calls charged to an authorization code after a period
of 4 hours following an appropriate emergency deactivation request.
Requests for credit pursuant to this subparagraph shall be supported by
appropriate documentation. Sprint will investigate and, in its discretion,
either approve or reject such requests. Notwithstanding anything in Paragraph 18
of the Agreement, the amount of any credit request under this subparagraph
shall not be deducted as a disputed cbarge prior to payment of an invoice.
SPRINT PROPRIETARY INFORMATION
11
<PAGE>
Attachment A - 1
A.3. Term of Agreement: 36 months.
A.13.8. Forward Pricing - Forward Pricing Volume of Service
The Forward Pricing Volume of Service applicable to Discount Two discounts
shall be $250,000 beginning the effective date of the Agreement and ending
the last day of month three (3) of the Term.
A.14.1. Minimum Commitment:
Carrier Transport Monthly
Months Net Usage Commitment
------ --------------------
1-3 $0
4-36 $250,000
Customer's Minimum Commitment shall be increased at the beginning of each
contract quarter to equal Customer's average Carrier Transport Monthly Net
Usage for the previous quarter; not to be less than $250,000.
A.14.5. Minimum Port Usage: $100 Minimum Net Direct Usage Per Port
Promotional ACF/COC/EFC Charges
All ACF Charges will be per applicable tariff.
Monthly recurring COC charges will be $2.50 per port.
Monthly recurring EFC charges will be $5.50 per port when Customer
utilizes Sprint's entrance facilities.
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
12
<PAGE>
Attachment A -
International Forecast Surcharge.
To enable Sprint to adequateIy forecast demand for international capacity,
Customer must provide Sprint with a forecast of projected usage (referred
to as the "International Usage Forecast") to any country to which Customer
anticipates generating more than 50,000 MOUs during any month (referred to
as a "High Usage Country").
Sprint reserves the right to impose a monthly surcharge on usage to each
High Usage Country equaI to $0.10 for each MOU (a) above 62,500 MOUs to
such country if Customer does not submit an International Usage Forecast,
or (b) above 125% of the usage to such country that is forecasted in
Customer's International Usage Forecast.
International Usage Forecast
Country Minutes/Month
------- -------------
A.34 Proposal Date: May 21, 1998
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
12(a)
<PAGE>
Attachment B - 1
B.13.4. Billing Increments/Usage Periods for Per Minute Charges.
Service will be invoiced based on Per Minute Charges utilizing Tariffed
Rate Periods and Tariffed Billing Increments, unless specifically set
forth below:
<TABLE>
<CAPTION>
Initial Additional
Service Type/ Billing Increment Billing Increment
Rate Element (sec) (sec)
<S> <C> <C>
Interstate Direct & Direct Extension 18 6
Canada Term. Direct & Direct Extension 30 6
Mexico US Element Direct & Direct Extension 30 6
Mexico Int'l. Element Direct & Direct Extension 60 60
Other Int'l Direct & Direct Extension 30 6
Interstate Connect One Plus 18 6
Canada Term. Connect One Plus 30 6
Mexico US Element Connect One Plus 30 6
Mexico Int'l. Element Connect One Plus 60 60
Other Int'l Connect One Plus 30 6
Interstate Direct Toll Free & Direct Toll Free Ext. 18 6
Canada Orig. Direct Toll Free & Direct Toll Free Ext. 30 6
Mexico Direct Toll Free & Direct Toll Free Ext. 60 60
Other Int'l. Direct Toll Free & Direct Toll Free Ext. 30 6
Caribbean Direct Toll Free & Direct Toll Free Ext. 30 6
Interstate Connect Toll Free 18 6
Canada Orig. Connect Toll Free 30 6
Mexico Connect Toll Free 60 60
Other Int'l. Connect Toll Free 30 6
Caribbean Connect Toll Free 30 6
Interstate Connect FONcard 18 6
</TABLE>
B.13.5. Non-Bell Switched Origination/Termination/Toll Free Origination Charge.
Customer shall pay the following charges for each minute of a switched
interstate call originating or terminating in a Non-Bell Service Area:
Not Applicable
B.13.6. Switched Origination/Termination/Toll Free Origination Charge. Customer
shall pay the following charges for each minute of a switched
interstate:
Direct - The Termination Charge on Attachment B-3 will be applied to
all terminating minutes
Dedicated Toll Free - The Origination Charge on Attachment B-3 will
be applied to all originating minutes
Connect One Plus - Not Applicable
Connect Toll Free - Not Applicable
Connect FONcard - Not Applicable
Direct Extension - Not Applicable
Direct Toll Free Extension - Not Applicable
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
13
<PAGE>
Attachment B - 2
B.14.2 LEC Cap Maximum Non-Bell Traffic.
Maximum Originating Maximum Terminating Non-Bell
Service Type Non-Bell Traffic % Non-Bell Traffic % Surcharge
Direct N/A N/A N/A
Direct Toll Free N/A N/A N/A
Connect One Plus 30% 30% $0.050
Connect Toll Free 30% 30% $0.050
Connect FONcard 30% 30% $0.050
Direct Extension N/A 30% $0.050
Direct Toll Free Ext 30% N/A $0.050
B.14.3. Minimum Average Call Duration: Minimum Average Time Requirement (MATR)
shall not apply unless specifically set forth below:
Service Type MATR MATR Surcharge
N/A N/A N/A
B.14.4. Maximum Noncomplete Call Percentage.
Direct Toll Free, Direct Toll Free Maximum
Extension, and Connect Toll Free Noncomplete Toll Per Call
Usage Type (Rate Element) Free Call Percentage Surcharge
Intrastate/Interstate 15% $0.04
International/Canadian 15% $0.25
Promotional Monthly Recurring Toll Free Charges:
Customer's Monthly Recurring Connect Toll Free service charge will be
$1.00 per Connect Toll Free account per month.
Customer's Toll Free numbers (Connect Toll Free, Direct Toll Free, and
Dedicated Toll Free Extension) requiring Toll Free Directory Assistance
Listings will be charged an additional Monthly Recurring Charge of $14.00
per month per Toll Free number requiring such listing.
Toll Free Database Query Charge
Customer's Toll Free Database Query charge will be $0.005 per domestic
Connect Toll Free, Direct Toll Free Extension and Direct Toll Free Call.
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
14
<PAGE>
Attachment B - 3
Direct and Direct Toll Free Interstate Switched Origination and Switched
Termination per Minute Charges
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------
Vendor Origination Termination Vendor Origination Termination
State Group (LEC) Charge Charge State Group (LEC) Charge Charge
- - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AK 7 LEC OTHER 0.2072 0.1208
AL 1 BELL SOUTH 0.0248 0.0232 MA 7 LEC OTHER 0.0400 0.0340
AL 3 GTE 0.0341 0.0449 MD 1 BELL ATL 0.0179 0.0156
AL 7 LEC OTHER 0.0743 0.0645 MD 7 LEC OTHER 0.0279 0.0364
AR 1 SWBT 0.0234 0.0205 ME 1 NYEX 0.0392 0.0344
AR 3 GTE 0.0348 0.0586 ME 4 TDS 0.0835 0.0724
AR 4 ALLTEL 0.0814 0.0716 ME 7 LEC OTHER 0.0816 0.0719
AR 5 CENTURY 0.0828 0.0728 MI 1 AMERITECH 0.0241 0.0210
AR 7 LEC OTHER 0.0810 0.0722 MI 3 GTE 0.0340 0.0417
AZ 1 US WEST 0.0225 0.0196 MI 4 CENTURY 0.0805 0.0712
AZ 4 CITIZENS 0.0551 0.0696 MI 7 LEC OTHER 0.0596 0.0579
AZ 7 LEC OTHER 0.0529 0.0769 MN 1 US WEST 0.0223 0.0195
CA 1 PACIFIC TELE 0.0163 0.0141 MN 2 SPRINT LTD 0.0371 0.0528
CA 3 GTE 0.0266 0.0306 MN 3 GTE 0.0344 0.0535
CA 4 CONTELICA 0.0425 0.0605 MN 4 CEA-MEANS 0.0883 0.0774
CA 7 LEC OTHER 0.0360 0.0402 MN 5 ROCHESTER 0.0448 0.0405
CO 1 US WEST 0.0225 0.0197 MN 7 LEC OTHER 0.0801 0.0700
CO 4 PIT 0.0459 0.0402 MO 1 SWBT 0.0225 0.0197
CO 7 LEC OTHER 0.0658 0.0394 MO 2 SPRINT LTD 0.0366 0.0518
CT 1 SNTT 0.0252 0.0215 MO 3 GTE 0.0237 0.0339
CT 1 NYNEX 0.0370 0.0316 MO 4 ALL TEL 0.0357 0.0311
CT 7 LEC OTHER 0.0593 0.0581 MO 7 LEC OTHER 0.0786 0.0699
Dc 1 BELL ATL 0.0178 0.0155 MS 1 BELL SOUTH 0.0282 0.0260
DC 7 LEC OTHER 0.0165 0.0142 MS 4 CENTURY 0.0776 0.0677
DE 1 BELL ATL 0.0183 0.0160 MS 7 LEC OTHER 0.0576 0.0509
DE 7 LEC OTHER 0.0935 0.0727 MT 1 US WEST 0.0237 0.0210
FL 1 BELL SOUTH 0.0243 0.0225 MT 4 PTI 0.0506 0.0440
FL 2 SPRINT LTD 0.0285 0.0283 MT 5 CITIZENS 0.0488 0.0688
FL 3 GTE 0.0239 0.0265 MT 7 LEC OTHER 0.0831 0.0718
FL 7 LEC OTHER 0.0401 0.0346 NC 1 BELL SOUTH 0.0245 0.0226
GA 1 BELL SOUTH 0.0243 0.0226 NC 2 SPRINT LTD 0.0271 0.0263
GA 4 ALLTEL 0.0295 0.0461 NC 3 GTE 0.0332 0.0458
GA 7 LEC OTHER 0.0727 0.0650 NC 4 ALL TEL 0.0203 0.0176
GU 7 LEC OTHER 0.0995 0.0891 NC 7 LEC OTHER 0.0646 0.0555
HI 3 GTE 0.0536 0.0580 ND 1 US WEST 0.0235 0.0205
HI 7 LEC OTHER 0.1105 0.0897 ND 7 LEC OTHER 0.0829 0.0706
IA 1 US WEST 0.0226 0.0197 NE 1 US WEST 0.0227 0.0199
IA 3 GTE 0.0421 0.0611 NE 2 SPRINT LTD 0.0361 0.0554
IA 4 CEA-INS 0.0828 0.0720 NE 3 GTE 0.0450 0.0518
IA 5 ROCHESTER 0.0459 0.0434 NE 4 LINCOLN 0.0286 0.0264
IA 7 LEC OTHER 0.0822 0.0678 NE 7 LEC OTHER 0.0815 0.0737
ID 1 US WEST 0.0237 0.0212 NH 1 NYNEX 0.0376 0.0327
ID 3 GTE 0.0514 0.0711 NH 7 LEC OTHER 0.0815 0.0737
ID 4 CITIZENS 0.0427 0.0605 NJ 1 BELL ATL 0.0179 0.0156
ID 7 LEC OTHER 0.0855 0.0759 NJ 2 SPRINT LTD 0.0274 0.0248
IL 1 AMERITECH 0.0154 0.0134 NJ 7 LEC OTHER 0.0376 0.0289
IL 2 SPRINT LTD 0.0280 0.0244 NM 1 US WEST 0.0229 0.0200
IL 3 GTE 0.0370 0.0507 NM 3 GTE 0.0591 0.0622
IL 4 TCG 0.0226 0.0165 NM 7 LEC OTHER 0.0851 0.0840
IL 7 LEC OTHER 0.0568 0.0528 NV 1 PACIFIC TELESIS 0.0238 0.0205
IN 1 AMERIECH 0.0236 0.0206 NV 2 SPRINT LTD 0.0126 0.0103
IN 2 SPRINT LTD 0.0345 0.0411 NV 4 CONTEL/CA 0.0374 0.0622
IN 3 GTE 0.0344 0.0393 NV 5 CITIZENS 0.0762 0.1083
IN 7 LEC OTHER 0.0784 0.0697 NV 7 LEC OTHER 0.0854 0.0736
KS 1 SWBT 0.0230 0.0202 NY 1 NYNEX 0.0278 0.0240
KS 2 SPRINT LTD 0.0386 0.0557 NY 4 TCG 0.0336 0.0288
KS 7 LEC OTHER 0.0907 0.0794 NY 5 ROCHESTER 0.0253 0.0218
KY 1 BELL SOUTH 0.0249 0.0232 NY 6 CITIENS 0.0398 0.0562
KY 4 CINN BELL 0.0201 0.0176 NY 7 LEC OTHER 0.0554 0.0485
KY 3 GTE 0.0345 0.0463 OH 1 AMERITECH 0.0242 0.0211
KY 7 LEC OTHER 0.0753 0.0656 OH 2 SPRINT LTD 0.0351 0.0425
LA 1 BELL SOUTh 0.0255 0.0235 OH 3 GTE 0.0356 0.0465
LA 4 CENTURY 0.0814 0.0709 OH 4 CINN BELL 0.0206 0.0171
LA 7 LEC OTHER 0.0642 0.0534 OH 5 ALLTEL 0.0488 0.0401
MA 1 NENEX 0.0367 0.0319 OH 6 CENTURY 0.0434 0.0398
- - ----------------------------------------------------------------------------------------------------------
<CAPTION>
- - ----------------------------------------------------
Vendor Origination Termination
State Group (LEC) Charge Charge
- - ----------------------------------------------------
<C> <C> <C> <C> <C>
OH 7 LEC OTHER 0.0638 0.0571
OK 1 SWBT 0.0231 0.0202
OK 3 GTE 0.0318 0.0371
OK 4 ALL TEL 0.0582 0.0456
OK 7 LEC OTHER 0.0826 0.0716
OR 1 US WEST 0.0224 0.0195
OR 2 SPRINT LTD 0.0551 0.0612
OR 3 GTE 0.0353 0.0480
OR 4 PTI 0.0445 0.0385
OR 7 LEC OTHER 0.0763 0.0750
PA 1 BELL ATL 0.0180 0.0157
PA 2 SPRINT LTD 0.0276 0.0255
PA 3 GTE 0.0315 0.0457
PA 4 ALL TEL 0.0321 0.0281
PA 7 LEC OTHER 0.0897 0.0632
PR 7 LEC OTHER 0.0662 0.0604
RI 1 NYNEX 0.0367 0.0319
RI 7 LEC OTHER 0.0935 0.0287
SC 1 BELL SOUTh 0.0244 0.0226
SC 2 SPRINT LTD 0.0252 0.0267
SC 3 GTE 0.0346 0.0460
SC 4 ALLTEL 0.0269 0.0234
SC 7 LEC OTHER 0.0652 0.0562
SD 1 US WEST 0.0268 0.0236
SD 4 CEA-SDN 0.0863 0.0752
SD 7 LEC OTHER 0.0885 0.0764
SN 7 LEC OTHER 0.2110 0.2450
TN 1 BELL SOUTH 0.0247 0.0229
TN 2 SPRINT LTD 0.0230 0.0255
TN 4 TDS 0.0789 0.0679
TN 5 CITIZENS 0.0458 0.0689
TN 7 LEC OTHER 0.0736 0.0648
TX 1 SWBT 0.0224 0.0195
TX 2 SPRINTLTD 0.0375 0.0537
TX 3 GTE 0.0331 0.0397
TX 7 LEC OTHER 0.0741 0.0491
UT 1 US WEST 0.0224 0.0198
UT 4 CITIZENS 0.0501 0.0664
UT 7 LEC OTHER 0.0812 0.0696
VA 1 BBLL ATL 0.0180 0.0157
VA 2 SPRINT LTD 0.0239 0.0261
VA 3 GTE 0.0261 0.0542
VA 7 LEC OTHER 0.0749 0.0665
VI 7 LEC OTHER 0.0482 0.0442
VT 1 NYNEX 0.0390 0.0341
VT 4 TDS 0.0838 0.0732
VT 7 LEC OTHER 0.0792 0.0662
WA 1 US WEST 0.0223 0.0194
WA 2 SPRINT LTD 0.0549 0.0600
WA 3 GTE 0.0328 0.0389
WA 4 PTI 0.0419 0.0365
WA 7 LEC OTHER 0.0631 0.0562
WI 1 AMERITECH 0.0233 0.0203
WI 3 GTE 0.0409 0.0484
WI 4 CENTURY 0.0662 0.0578
WI 5 PTI 0.0793 0.0690
WI 6 TDS 0.0803 0.0701
WI 7 LEC OTHER 0.0756 0.0666
WV 1 BELL ATL 0.0182 0.0159
WV 4 CITIZENS 0.0440 0.0617
WV 7 LEC OTHER 0.0815 0.0708
WY 1 US WEST 0.0260 0.0237
WY 2 SPRINT LTD 0.0479 0.0624
WY 4 PTI 0.0499 0.0524
WY 7 LEC OTHER 0.0900 0.0775
- - ----------------------------------------------------
</TABLE>
PROPRIETARY INFORMATION
RESTRICTED
15
<PAGE>
Attachment C-1
Interstate Switched Network Extension
Base Rates
- - --------------------------------------------------------------------------------
LATA Group Connect One Plus Connect Toll Free Connect FONcard
Peak OffPeak Peak Offpeak Peak O Offpeak
- - --------------------------------------------------------------------------------
1 $0.1300 $0.1250 $0.1340 $0.1290 $0.1660 $0.1660
2 $0.2060 $0.2060 $0.2160 $0.2160 $0.2460 $0.2460
- - --------------------------------------------------------------------------------
See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rates are not eligible for
Discount 2.
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------
Monthly Volume of Carrier Connect One Plus Connect Toll Free Connect FONcard
Transport Service Peak OffPeak Peak Offpeak Peak Offpeak
- - -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 36.1% 35.1% 36.1% 35.2% 21.1% 21.1%
$500,000 - $749,999 36.8% 35.9% 36.9% 36.0% 22.3% 22.3%
$750,000 + 37.6% 36.7% 37.6% 36.7% 23.8% 23.8%
- - -----------------------------------------------------------------------------------
</TABLE>
Interstate FONcard Bong Surcharge (per call)
- - ------------------------------
State Rate
- - ------------------------------
All $0.00
- - ------------------------------
Foncard Surcharge not eligible for Discounts
Interstate FONcard Operator Assistance (per call)
- - ------------------------------
State Rate
- - ------------------------------
All $1.50
- - ------------------------------
Foncard Operator Assistance not eligible for Discounts
Proprietary Information
RESTRICTED
16
<PAGE>
Attachment C-2
Interstate Dedicated Network Extension
Base Rates
- - --------------------------------------------------------------------------------
LATA Group Direct Extension Direct Toll Free Ext
Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
1 $0.1000 $0.1000 $0.1080 $0.1080
2 $0.1640 $0.1640 $0.1840 $0.1840
- - --------------------------------------------------------------------------------
See LATA Group Descriptions. Group 2 rates are not eligible for Discount 2.
New Customer Promotion
Discount 1
- - --------------------------------------------------------------------------------
Discount 1 Monthly Direct Extension Dedicated Toll Free Ext
Volume of Service Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
$0 + 25.0% 25.0% 25.0% 25.0%
- - --------------------------------------------------------------------------------
For dedicated Network Extension Service (Direct Extension and Direct Toll Free
Extension), Customer will be eligible for the New Customer Promotion Discount 1
above (applied to the interstate base rate usage) for all existing accounts and
new accounts that were not dedicated access users on the Sprint network for the
six (6) months immediately preceding receipt of order. Any new accounts that
were dedicated access users on the Sprint network for the six (6) months
preceding receipt of order will be billed in a separate billing product
hierarchy level and will not receive the New Customer Promotion discount.
Discount 2
- - --------------------------------------------------------------------------------
Monthly Volume of Carrier Direct Extension Direct Toll Free Ext
Transport Service Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 31.4% 31.4% 32.0% 32.0%
$500,000 - $749,999 32.7% 32.7% 32.6% 32.6%
$750,000 + 33.4% 33.4% 33.5% 33.5%
- - --------------------------------------------------------------------------------
Proprietary Information
RESTRICTED
17
<PAGE>
Attachment C-3
Interstate Connect One Plus, Connect Toll Free, Connect FONCARD, Direct
Extension, and Direct Toll Free Extension LATA Groups
<TABLE>
- - ------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C>
120 Maine 350 Green Bay, WI 486 Shreveport, LA 654 Cheyenne, WY
122 New Hampshire 352 Eau Claire, WI 488 Lafayette, LA 656 Denver, CO
124 Vermont 354 Madison, WI 490 New Orleans, LA 658 Colorado Spgs,CO
126 Springfield, MA 356 Milwaukee, WI 492 Baton Rouge, LA 660 Utah
128 Boston, MA 358 Chicago, IL 520 St Louis, MO 664 New Mexico
130 Rhode Island 360 Rockford, IL 521 Columbia, MO 666 Phoenix, Az
132 New York Metro 362 Cairo, IL 522 Springfield, MO 668 Tucson, Az
133 Poughkeepsie, NY 364 De Kalb, IL 524 Kansas City, MO 670 Eugene, OR
134 Albany, NY 366 Bloomington, IL 526 Fort SmiTh, AR 672 Portland, OR
136 Syracuse, NY 368 Peoria, IL 528 Little Rock, AR 674 Seattle, WA
138 Binghampton,NY 370 Champ.-Urban, IL 530 Pine Bluff, AR 676 Spokane, WA
140 Buffalo, NY 374 Springfield, IL 532 Wichita, KS 720 Reno, NV
220 Atlantic City, NJ 376 Quincy, IL 534 Topeka, KS 721 Las Vegas, NV
222 Trenton, NJ 420 Asheville, NC 536 Oklahoma City, OK 722 San Francisco, CA
224 Newark, NJ 422 Charlotte, NC 538 Tulsa, OK 724 Chico, CA
226 Capital, PA 424 Greensboro, NC 540 El Paso, TX 726 Sacramento, CA
228 Philadelphia, PA 426 Raleigh, NC 542 Midland, TX 728 Fresno, CA
230 Altoona, PA 428 Wilmington, NC 544 Lubbock TX 730 Los Angeles, CA
232 Northeast PA 430 Greenville, SC 546 Amarillo, TX 732 Sari Diego, CA
234 Pittsburgh, PA 432 Florence, SC 548 Wichita Falls, TX 734 Bakersfield, CA
236 Washington, DC 434 Columbia, SC 550 Abilene, TX 736 Monterey, CA
238 Baltimore, MD 436 Charleston, SC 552 Dallas, TX 738 Stockton, CA
240 Hagerstown, MD 438 Atlanta, GA 554 Longview, TX 740 San Luis Ob., CA
242 Salisbury, MD 440 Savannah, GA 556 Waco-Temple, TX 920 Connecticut
244 Roanoke, VA 442 Augusta, GA 558 Austin, TX 922 Cincinnati, OH
246 Culpepper, VA 444 Albany, GA 560 Houston, TX 923 Lima-Mansfield, OH
248 Richmond, VA 446 Macon, GA 562 Beaumont, TX 924 Erie, PA
250 Lynchburg, VA 448 Pensacola, FL 564 Corpus Christi, TX 927 Harrisonburg, VA
252 Norfolk, VA 450 Panama City, FL 566 San Antonio, TX 928 Charlottesville, VA
254 Charleston, WV 452 Jacksonville, FL 568 Brownsville, TX 937 Richmond, IN
256 Clarksburg, WV 454 Gainsville, FL 570 Bryan, TX 938 Terre Haute, IN
320 Cleveland, OH 456 Daytona Beach, FL 620 Rochester, MN 939 Ft. Myers, FL
322 Youngstown, OH 458 Orlando, FL 624 Duluth, MN 949 Fayetteville, NC
324 Columbus, OH 460 Miami, FL 626 St Cloud, MN 951 Rocky Mount, NC
325 Akron, OH 462 Louisville, KY 628 Minneapolis, MN 952 Tampa, FL
326 Toledo, OH 464 Owensboro, KY 630 Sioux City, IA 953 Tallahasse, FL
328 Dayton, OH 466 Winchester, KY 632 Des Moines, IA 956 Bristol/JoCty,TN
330 Evansville, IN 468 Memphis, TN 634 Davenport, IA 958 Lincoln, NE
332 South Bend, IN 470 Nashville, TN 635 Cedar Rapids, IA 960 Coeur D'Alene, ID
334 Auburn/Hunt, IN 472 Chattanooga, TN 636 Fargo-Brainerd, ND 961 San Angelo, TX
336 Indianapolis, IN 474 Knoxville, TN 638 Bismark, ND 973 Palm Springs, CA
338 Bloomington, IN 476 Birmingham, AL 640 Sioux Falls, SD 974 Rochester, NY
340 Detroit, MI 477 Huntsville, AL 644 Omaha, NE 976 Mattoon, IL
342 Marquette, MI 478 Montgomery, AL 646 Grand Island, NE 977 Macomb, IL
344 Saginaw, MI 480 Mobile, AL 648 Great Falls, MT 978 Olney, IL
346 Lansing, Ml 482 Jackson, MS 650 Billings, MT
348 Grand Rapids, MI 484 Biloxi, MS 652 Boise, ID
</TABLE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
820 Puerto Rico 870 CNMI 963 Kalispell, MT
822 U.S. Virgin Is 871 Guam 980 Navajo Terr., AZ
832 Alaska 921 Fishers Is., NY 981 Navajo Terr., UT
834 Hawaii 929 Edinburg, VA ALL OTHERS
932 Bluefield, WV
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
18
<PAGE>
Attachment C-4
Interstate Carrier Dedicated Service
Base Rates
- - --------------------------------------------------------------------------------
Direct Direct Toll Free
LATA Group Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
All $0.0500 $0.0460 $0.0550 $0.0510
836 $0.1200 $0.1200 $0.1350 $0.1350
- - --------------------------------------------------------------------------------
Direct and Direct Toll Free LATA 836 (Wake and Midway Island) rates are not
eligible for Discount 2.
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
- - --------------------------------------------------------------------------------
Discount 1 Monthly Direct Direct Toll Free
Volume of Service Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
$0 + 0.0% 0.0% 0.0% 0.0%
- - --------------------------------------------------------------------------------
Discount 2
- - --------------------------------------------------------------------------------
Monthly Volume of Carrier Direct Direct Toll Free
Transport Service Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 57.0% 57.6% 56.4% 56.8%
$500,000 - $749,999 60.0% 60.9% 59.1% 59.8%
$750,000 + 61.0% 62.0% 60.0% 60.7%
- - --------------------------------------------------------------------------------
Proprietary Information
RESTRICTED
19
<PAGE>
Attachment C-5
Interstate Directory Assistance
Base Rates
- - --------------------------------------------------------------------------------
States Direct Direct Extension Connect One Plus
- - --------------------------------------------------------------------------------
ALL $0.65 $0.58 $0.58
- - --------------------------------------------------------------------------------
Connect One Plus and Direct Network Extension Directory Assistance rates not
eligible for Discounts
Discount 1
- - --------------------------------------------------------------------------------
Interstate DA
Discount 1 Monthly -------------------------------------------------------
Volume of Service Direct Direct Extension Connect One Plus
- - --------------------------------------------------------------------------------
$0 + 5% 0% 0%
- - --------------------------------------------------------------------------------
Discount 2
- - --------------------------------------------------------------------------------
Direct
Monthly Volume of ------------------------------------------------
Carrier Transport Service Group 1 Group 2 Group 3
- - --------------------------------------------------------------------------------
$0 - $249,999 0% 0% 0%
$250,000 - $499,999 38% 32% 24%
$500,000 - $749,999 40% 234 126
$750,000 + 42% 36% 28%
- - --------------------------------------------------------------------------------
Group: 1 CA, CT, IL, IN, MA, ME, NH, NY, NV, OH, RI, VT, WI
Group: 2 AL, AZ, CO, FL, GA, HI, IA, ID, KY, LA, MN, MS, MT, NC, ND, NE, NM, OR,
SC, SD, TN, UT, WA, WY
Group: 3 AR, CN, DC, DE, GU, KS, MD, MI, MO, NJ, OK, PA, TX, VA, WV
Proprietary Information
RESTRICTED
20
<PAGE>
Attachment C-6
Canada Terminating Service
Base Rates
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct Connect FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALL $0.2000 $0.1800 $0.1700 $0.1450 $0.1400 $0.1200 $0.2300 $0.2300
- - ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
Monthly Volume of Connect One Plus Direct Extension Direct Connect FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 20.0% 20.0% 26.0% 26.0% 26.0% 26.0% 0.0% 0.0%
$500,000 - $749,000 26.0% 26.0% 28.0% 28.0% 28.0% 28.0% 0.0% 0.0%
$750,000 + 27.0% 27.0% 29.0% 29.0% 29.0% 29.0% 0.0% 0.0%
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Canada Originating Service
Base Rates
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------
Connect Toll Free Direct Toll Free Ext Direct Toll Free Direct FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALL $0.3800 $0.3800 $0.3500 $0.3500 $0.3000 $0.3000 $0.3800 $0.3800
- - ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------
Monthly Volume of Connect Toll Free Direct Toll Free Ext Direct Toll Free Direct FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 0.0% 0.0%
$500,000 - $749,999 22.0% 22.0% 22.0% 22.0% 22.0% 22.0% 0.0% 0.0%
$750,000 + 24.0% 24.0% 24.0% 24.0% 24.0% 24.0% 0.0% 0.0%
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Proprietary Information
RESTRICTED
21
<PAGE>
Attachment C-7
Mexico Terminating Service
Base Rates - Domestic Element
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct
Milage Peak OffPeak Peak OffPeak Peak OffPeak
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALL $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000
- - -------------------------------------------------------------------------------------------
</TABLE>
Base Rates - International Element
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct
Mexico Rate Step Peak OffPeak Peak OffPeak Peak OffPeak
- - ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 $0.3100 $0.2680 $0.2600 $0.2180 $0.2300 $0.1880
2 $0.3100 $0.2680 $0.2600 $0.2180 $0.2300 $0.1880
3 $0.3100 $0.2680 $0.2600 $0.2180 $0.2300 $0.1880
4 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
5 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
6 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
7 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
8 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
- - ----------------------------------------------------------------------------------------------------
</TABLE>
Mexico Rate Steps are defined in Sprint FCC Tariff #2.
Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2 The above listed base rates are not eligible for any tariff or
contractual discount 2s.
Mexico Terminating FONcard
Base Rates
- - ------------------------
Connect FONcard
Peak OffPeak
- - ------------------------
$0.9800 $0.7400
- - ------------------------
Mexico Terminating FONcard rates not eligible for discounts
Proprietary Information
RESTRICTED
22
<PAGE>
Attachment C-8
Mexico Originating Service
Base Rates
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------
Connect Toll Free Direct Toll Free Ext Direct Toll Free
Mexico Zone # Peak OffPeak Peak OffPeak Peak OffPeak
- - -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 $0.5600 $0.4200 $0.5600 $0.4200 $0.5600 $0.4200
2 $0.4300 $0.3300 $0.4300 $0.3300 $0.4300 $0.3300
3 $1.1600 $0.8700 $1.1600 $0.8700 $1.1600 $0.8700
4 $1.6400 $1.2000 $1.6400 $1.2000 $1.6400 $1.2000
- - -----------------------------------------------------------------------------------------------
</TABLE>
US Rate Area and Mexico Rate Zone are defined in Sprint FCC Tariff #2.
Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------
Monthly Volume of Connect Toll Free Direct Toll Free Ext Direct Toll Free
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 0.0% 0.0% 0.0% 0.0% 7.0% 7.0%
$500,000 - $749,999 0.0% 0.0% 0.0% 0.0% 8.0% 8.0%
$750,000 + 0.0% 0.0% 0.0% 0.0% 9.0% 9.0%
- - -------------------------------------------------------------------------------------------------------
</TABLE>
Mexico Originating FONcard
Base Rates
- - ---------------------
Connect FONcard
Peak OffPeak
- - ---------------------
$1.48 $1.25
- - ---------------------
Mexico Originating FONcard rates not eligible for discounts
Proprietary Information
RESTRICTED
23
<PAGE>
Exhibit 10.12.1
WHOLESALE SOLUTIONS SWITCHED SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint"), and LOGIX ("Customer"). Sprint and
Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties agree as
follows:
1. DEFINITIONS. Capitalized terms appearing in bold print are defined in Exhibit
1.
2. CONFIDENTIALITY. During the Term and thereafter, neither Party shall disclose
any terms of this Agreement, including pricing, or Proprietary Information of
the other Party. Proprietary Information shall remain the property of the
disclosing Party. A Party receiving Proprietary Information shall: (i) use or
reproduce such information only when necessary to perform this Agreement; (ii)
provide at least the same care to avoid disclosure or unauthorized use of such
information as it provides to protect its own Proprietary Information; (iii)
limit access to such information to its employees or agents who need such
information to perform this Agreement; and (iv) return or destroy all such
information, including copies, after the need for it has expired, upon request
of the disclosing Party, or upon termination of this Agreement.
Because of the unique nature of Proprietary Information, a breach of this
paragraph may cause irreparable harm for which monetary damages may be
inadequate compensation. Accordingly, in addition to other available remedies, a
Party may seek injunctive relief to enforce this paragraph.
3. TERM. This Agreement will commence on the first day of the second month
following the month in which Sprint executes the Agreement. The Term will
continue after commencement for the period specified in Attachment A.
4. TERMINATION FOR CAUSE.
4.1. A Party may terminate this Agreement upon the other Party's failure to cure
any of the following within 30 days following written notice thereof: (a) the
(i) insolvency, corporate reorganization, arrangement with creditors,
receivership or dissolution of the other Party; or (ii) institution of
bankruptcy proceedings by or against the other Party; (b) Customer's assignment
or attempted assignment of the Agreement or any interest therein, except as
permitted by Paragraph 24 hereof; (c) change in majority ownership of Customer
without Sprint's prior written consent, which consent shall not be unreasonably
withheld; (d) a final order by a government entity with appropriate jurisdiction
that a Service or the relationship hereunder is contrary to law or regulation;
or (e) material breach of any other provision of this Agreement not otherwise
referred to in Paragraph 4.
4.2. If Customer fails to cure a breach as provided in Paragraph 8 or if
Customer breaches a provision of Paragraph 17 or 18, Sprint may, at its option
and in addition to other remedies available in law or equity, take one or more
of the following steps: (i) refuse to accept additional orders for Service; (ii)
refuse to install new Service types or Service locations; (iii) disconnect or
block ANIs, circuits, or other Service Elements; (iv) discontinue Promotional
Discounts and or international discount rates for Services provided until such
time as Customer is in full compliance with this Agreement; and/or (v) terminate
this Agreement without notice.
4.3. Customer may terminate the Agreement upon 30 days written notice if Sprint
fails to cure any non-compliance with subparagraph 16.2 of this Agreement.
4.4. Upon termination of this Agreement a Party may recover from the other all
sums it is owed at the time of termination.
5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE.
5.1. Customer may terminate this Agreement at any time without cause upon 90
days prior written notice to Sprint and payment to Sprint of the Early
Termination Charge described in Subparagraph 5.2. Service will be discontinued
the first business day of the fourth month after such notice of termination.
5.2. Sprint Wholesale Solution Base Rates and Promotional Discounts are based on
Customer's agreement to purchase Service for the entire Term. It is difficult if
not impossible to calculate Sprint's loss if Customer terminates the Agreement
pursuant to Subparagraph 5.1 or breaches the Agreement prior to the end of the
Term. Therefore, to compensate Sprint for such loss, and not as a penalty,
Customer shall pay Sprint an Early Termination Charge in the event of such
termination or breach. The Early Termination Charge shall equal 50% of the sum
of the Minimum Commitment for each month remaining in the Term when Service is
discontinued pursuant to Subparagraph 5.1 or terminated due to Customer's
breach. The Early Termination Charge shall be paid within 30 days after the
notice provided pursuant to Subparagraph 5.1.
6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT.
6.1. Interstate and international Service shall be provided pursuant to Tariff
as supplemented by this Agreement. In the event of a conflict between this
Agreement and any Tariff the Tariff shall control.
6.2. Intrastate Service is provided pursuant to Tariff in every respect.
Promotional Discounts will not apply to intrastate Service. An Interstate
Adjustment may be applied based on intrastate usage as provided in Attachment D.
The Interstate Adjustment shall be based on intrastate usage at the Product
Hierarchy Level and will equal the difference between (a) such usage priced at
Tariff less Tariff discounts and (b) such usage priced at the Interstate
Adjustment Rate in Attachment D less Discount One discounts. The Interstate
Adjustment for a given month shall not exceed interstate billing for such month.
6.3. Customer shall pay all applicable Tariff charges including, but not limited
to, fixed charges, feature charges, enhanced Toll Free charges, access facility
charges, and installation and other non-recurring charges. Additionally,
Customer will pay, in accordance with applicable Tariffs, any taxes, levies,
surcharges, or other costs that Sprint is obligated to pay to any governmental
entity or other third party, provided that (i) such obligation is imposed by
valid and lawful legislation or regulation, and (ii) such obligation arises out
of the use of Sprint's services.
6.4. Sprint may modify or withdraw Tariffs from time to time, which may include
discontinuation of any Service without Sprint's liability. In the event that a
Service is discontinued and such discontinuation materially and adversely
affects Customer's ability to do business as anticipated in this Agreement, then
Customer may terminate this Agreement upon thirty (30) days written notice to
Sprint without liability for the Early Termination Charge, but must repay to
Sprint a prorata portion of any credits issued under this Agreement, based on
the number of months remaining in the Term.
SPRINT PROPRIETARY INFORMATION
1
<PAGE>
6.5 In the event Sprint withdraws its filed Tariffs the Tariff terms and
conditions in effect on the date of such withdrawal will continue to apply to
this Agreement After withdrawal of the applicable Tariffs, the terms of this
Agreement will control over any inconsistent provision in the former Tariffs,
subject to standard contract interpretation rules. Tariffs not withdrawn shall
continue to have the same force and effect.
7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of Service
may be construed to constitute or create an association, joint venture,
partnership or other form of legal entity or business enterprise between
Customer and Sprint, its agents, employees and/or affiliates. Customer is the
service provider with respect to End Users. Sprint is merely a supplier to
Customer with no relationship to End Users.
8. USE OF NAME AND MARKS.
8.1 This Agreement confers no right to use the name, service marks, trademarks,
copyrights, patents or CIC of either Party except as expressly provided herein.
Neither Party shall take any action which would compromise the registered
copyrights or service marks of the other. Sprint's name is proprietary and
nothing herein constitutes a general license authorizing its use. Customer may
not: (a) promote or advertise Sprint's name or capabilities to End Users or
prospective End Users; (b) attempt to sell its service using Sprint's name; or
(c) represent to End Users or prospective End Users that they would be Sprint
customers or that they may obtain Sprint service from Customer.
8.2 Sprint shall provide Customer written notice of a breach of this paragraph.
Customer shall use its best efforts to immediately cure such breach, advising
Sprint of such corrective action. If, in Sprint's opinion, Customer fails to
effect a cure within 15 days of Sprint's notice, then Sprint may, at its option,
terminate the Agreement pursuant to Subparagraph 4.2.
8.3 Sprint's provision of Switched Outbound Service may result in End Users
being notified by their LEC that Sprint is their designated PIC. Therefore, to
avoid confusion and potential "slamming" complaints, Sprint hereby authorizes
Customer to use Sprint's name under the following conditions to provide End
Users from whom Customer has obtained a PIC Authorization with a fulfillment
piece containing the following Notice (the "Notice"):
We want to affirm how ___ will provide your long distance service.
Although ___ will provide your invoice and customer service, we use major
national carriers to actually carry your long distance calls.
After subscribing to our service, you may receive a notice from your local
phone company which says that your long distance "Carrier of Choice" is
Sprint: ___ has selected Sprint as the long distance network provider it
will use to handle your calls. That selection was based on your quality
and price requirements. If you have any questions about your order, please
call our toll free customer service number, 1-___-____.
8.4 If Customer subscribes to Switched Outbound, calls placed by End Users to
the Sprint access number will be answered "Sprint operator." This may cause
confusion if the End User does not know its calls are being carried on the
Sprint network. Therefore, to avoid such confusion, Sprint hereby authorizes
Customer to provide End Users who use Sprint Express with a fulfillment piece
containing the following notice (the "Sprint Express Notice"): "International
call origination may be provided by a Sprint operator." Sprint may withdraw
consent to use the Sprint Express Notice upon 10 days written notice.
9. SERVICE. Services provided hereunder are described in Exhibit 2.
10. LEGAL COMPLIANCE; REMEDIES FOR NON-COMPLIANCE.
10.1 Customer represents and warrants that (a) it has obtained appropriate
certificates of public convenience and necessity, licenses and all required
regulatory approvals and that it is legally authorized to provide service as
contemplated under the terms and conditions of this Agreement and (b) it will
immediately notify Sprint in the event such certificates of public convenience
and necessity, licenses or other required regulatory approvals should be
revoked, suspended or, for whatever reason, cease to be effective.
10.2 Customer's failure to comply with paragraph 10.1 above will constitute a
material breach of this Agreement and Sprint may reject End User ANIs submitted
by Customer for placement under its account and/or terminate this Agreement
immediately. Sprint will resume accepting ANIs only after Customer produces
evidence satisfactory to Sprint that it is in compliance with paragraph 10.1.
11. CUSTOMER DUTIES, OBLIGATIONS AND RESPONSIBILITIES.
11.1 Customer will not be relieved of any duty, obligation or responsibility
hereunder due to the fact that Service is ultimately provided to End Users.
11.2 Customer represents and warrants that it will comply with all applicable
laws and applicable rules and regulations promulgated by federal and state
regulatory agencies, including, but not limited to, those concerning
interexchange carrier selection. Customer represents and warrants that it will
not submit to Sprint an End User ANI for activation without obtaining and
maintaining a proper PIC Authorization that complies with all applicable federal
and state laws, rules and regulations. Customer shall produce for Sprint's
inspection, at Customer's expense, any PIC Authorization within 48 hours after
Sprint's oral or written request, or within any shorter period required by a LEC
or regulatory agency.
11.3 Customer's failure to comply with paragraph 11.2 above will constitute a
material breach of this Agreement and Sprint may refuse to activate additional
ANIs under Customer's account and/or terminate this Agreement immediately.
Sprint will resume accepting ANIs only after Customer produces evidence
satisfactory to Sprint that it is in compliance with paragraph 11.2.
11.4 Customer will reimburse Sprint for any charge assessed by a LEC for
processing a PIC change due to a Customer initiated dispute.
11.5 Customer will defend at Sprint's request, indemnify and hold harmless
Sprint and each of its officers, directors, employees and agents against and in
respect of any loss, debt, liability, damage, obligation, claim, demand,
judgment or settlement of any nature or kind, known or unknown, liquidated or
unliquidated, including without limitation, all reasonable costs and expenses
incurred (legal, accounting or otherwise) (collectively, "Damages") arising out
of resulting from or based upon any pending or threatened complaint, claim,
action, proceeding or suit by any third party (a "Claim") alleging Customer's
violation of any law or any rule or regulation of a federal or state regulatory
agency, including, but not limited to, those laws, rules and regulations with
respect to the unauthorized switch of an End User's preferred interexchange
carrier ("slamming").
11.6 Customer will be solely responsible for End User solicitation, service
requests, creditworthiness, customer service, billing and collection. Customer
remains responsible for compliance with all terms and conditions of this
Agreement, including, but not limited to, payment responsibilities, without
regard to Customer's ability to charge for Services used by End Users or to
collect payment from End Users.
11.7 Customer will be financially responsible for usage generated by each End
User ANI activated by Sprint until such ANI is presubscribed
SPRINT PROPRIETARY INFORMATION
2
<PAGE>
to another IXC. Customer may request Sprint to block Network Extension Service
to an ANI upon the End User's failure to pay Customer, subject to Customer's
prior certification to Sprint that it has given the End User any notice required
by any applicable statute, rule or regulation. Customer will reimburse Sprint
for expenses incurred to block an ANI.
11.8 Customer will be solely responsible for amounts it cannot collect from End
Users, including all fraudulent charges and for billing adjustments it grants
End Users, including adjustments for fraudulent charges, directory assistance or
any other form of credit.
11.9 Customer will comply with Sprint's network interface procedures when it
orders it own access facilities.
11.10 The minimum installation and disconnect intervals for switched Service
Elements is 15 calendar days and for dedicated Service Elements is 35 calendar
days.
12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide switched
Service within 15 days, and dedicated Service within 30 days, following
Customer's order, or the requested delivery date, whichever is later. These
installation objectives will be extended by the time it takes to address
activation errors or obtain from Customer a complete and accurate order or PIC
Authorization. Customer shall reimburse Sprint for LEC imposed fees resulting
from a request to expedite Service.
13. PRICING; FORWARD PRICING; GENERAL CONDITIONS.
13.1. Pricing. Sprint Wholesale Solution Base Rates and Promotional Discounts
are contained in the Attachments hereto.
13.2. Prices in Lieu of Other Discounts. Sprint Wholesale Solution Base Rates
and Promotional Discounts are extended in lieu of any other Tariff or
contractual discount, special pricing, or discount term plan. Discounts upon
discounts are only permitted if expressly provided for herein.
13.3. Prices Contingent on Performance. Sprint Wholesale Solution Base Rates and
Promotional Discounts are contingent on Customer's full performance of all terms
of the Agreement. If Customer fails to pay the undisputed portion of an invoice
pursuant to Paragraph 17, Sprint may, at its option and in addition to other
remedies available in law or equity, take one or more of the following steps:
(i) refuse to accept additional orders for Service; (ii) refuse to install new
Service types or Service locations; (iii) disconnect or block ANIs, circuits, or
other Service Elements for which full payment has not been made; and/or (iv)
discontinue Promotional Discounts for Services provided until such time as
Customer is in full compliance with Paragraph 17 of this Agreement.
13.4. Per Minute Charges. Sprint Wholesale Solution Base Rates are invoiced
based on Per Minute Charges utilizing the Rate Periods and Billing Increments in
Attachment B.
13.5. Non-Bell Switched Origination, Termination and Toll Free Origination
Charges. Customer shall pay the charges specified in Attachment B for each
originating minute and each terminating minute of an interstate call that
originates and/or terminates in a Non-Bell Service Area.
13.6. Switched Origination, and Termination Charges. Customer shall pay the
charges specified in Attachment B for each originating minute and each
terminating minute of an interstate call.
13.7. Promotional Pricing Levels. Customer will receive Discount One and
Discount Two discounts applied only to Rate Elements as provided in Attachments
C and D.
13.8. Forward Pricing. As a transition to the pricing hereunder, Discount Two
discounts may be based for a period of time on the greater of Customer's actual
Discount Two Monthly Volume of Service or a specified Forward Pricing Volume of
Service. The Forward Pricing Volume of Service and the period during which it
may be applied are specified in Attachment A.
14. SURCHARGES.
14.1. Minimum Commitment Surcharge. For any period during which Customer fails
to meet the Minimum Commitment stated on Attachment A, Customer shall pay a
surcharge for Service provided during such period equal to 25% of the difference
between the Minimum Commitment for such period and Customer's actual Net Usage
during such period. Customer's satisfaction of the Minimum Commitment shall not
relieve Customer of any credit or security obligations set forth in this
Agreement.
14.2. LEC Cap Surcharge. Any month Customer exceeds the Maximum Non-Bell Traffic
Percentage specified in Attachment B for any Service type, Customer shall pay
Sprint the per minute surcharge for such Service specified in Attachment B for
each minute above the Maximum Non-Bell Traffic Percentage that originates from
or terminates to a Non-Bell Service Area. Maximum Non-Bell Traffic Percentages
will be calculated independently for originating and terminating minutes at each
Product Hierarchy Level.
14.3. Minimum Average Time Requirement Surcharge. Any month Customer fails to
equal or exceed the Minimum Average Time Requirement specified in Attachment B
for Services specified in Attachment B, then Customer shall pay Sprint a per
minute surcharge on such usage equal to (a) the per minute surcharge specified
in Attachment B multiplied by (b) the difference between (i) the number of
minutes the Service was used and (ii) the number of calls using the Service
multiplied by the Minimum Average Time Requirement. This surcharge shall be
calculated at each Product Hierarchy Level.
14.4. Noncomplete Call Surcharge. Any month Customer exceeds the Maximum
Noncomplete Toll Free Call Percentage for interstate Dedicated Toll Free, Toll
Free Extension, and/or interstate Switched Toll Free traffic as stated on
Attachment B, Customer shall pay Sprint a surcharge equal to the amount stated
in Attachment B for each Noncomplete Toll Free Call in excess of the Maximum
Noncomplete Toll Free Call Percentage. This surcharge shall be calculated at
each Product Hierarchy Level.
14.5. Minimum Port Usage Surcharge. Any month Customer fails to equal or exceed
the Minimum Port Usage per Active Dedicated Outbound Port (calculated as
Customer's actual Net Usage for Dedicated Outbound Service divided by Customer's
total number of Active Dedicated Outbound Ports at each Product Hierarchy Level)
as stated on Attachment A, Customer shall pay Sprint a surcharge on its
Dedicated Outbound Service usage equal to the difference between (a) Customer's
actual Net Usage for Dedicated Outbound Service and (b) the Minimum Port Usage
multiplied by the total number of Active Dedicated Outbound Ports.
15. SERVICE CHARGES.
For each End User ANI or Toll Free number Customer submits for activation that
requires Sprint to disconnect or transfer such ANI or Toll Free number from
Sprint's data base before placing it within Customer's CTIS hierarchy, Customer
will pay to Sprint a service charge of $25.00. Notwithstanding the foregoing,
the service charge described in this paragraph 15 will be waived if such ANIs,
or Toll Free numbers do not exceed 15% of the total ANIs or Toll Free numbers
submitted by Customer during the immediately preceding ninety (90) days.
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16. SPECIAL RATE ADJUSTMENTS.
16.1. Sprint may, after 5 days notice to Customer, adjust the price of Service
provided hereunder to reflect changes in international cost of service or
currency exchange rates.
16.2. Sprint will unilaterally amend Attachment B switched origination and
switched termination access charges effective on the first day of January and
July. The adjustment will consider increases and/or decreases in statewide
average minute of use originating and terminating interstate LEC access charges
imposed on Sprint during a measurement period ending approximately ninety (90)
days prior to the effective date of the amendment. Customer will pay amended
Attachment B charges for Service usage beginning on the effective date of the
amendment until the effective date of the succeeding amendment. Attachment B
charges apply only to those Services identified in Attachment B, paragraph
13.13.6.
17. PAYMENT FOR SERVICE.
17.1. Payment Obligation. Customer shall pay Sprint for Service pursuant to the
terms of this Agreement and applicable Tariffs.
17.2. Call Detail. Sprint will provide Customer with a Carrier Transport Call
Detail Record file containing Customer's Service usage. Sprint may, at its
option and without liability to Customer, modify the format of the Carrier
Transport Call Detail Record file upon sixty (60) days written notice to
Customer.
17.3. Payment Procedure. Sprint will invoice Customer monthly for Services
provided hereunder. All amounts stated on each monthly invoice will be due and
payable upon receipt. All undisputed charges for Services provided that remain
unpaid by Customer for a period of thirty (30) days or more after the date of
the invoice will be subject to interest from the date of the invoice at a rate
of up to one and one-half percent (1-1/2%) per month, or the maximum rate
allowable by applicable law. If Customer fails to pay for services in accordance
with the terms set forth in this Section, Sprint may, at its option and in
addition to other remedies available in law or equity, take one or more of the
following steps: (i) refuse to accept additional orders for Service; (ii) refuse
to install new Service types or Service locations; (iii) disconnect or block
ANIs, circuits, or other Service Elements for which full payment has not been
made; and/or (iv) discontinue Promotional Discounts for Services provided until
such time as Customer is in full compliance with this Paragraph 17. The price of
Service is exclusive of applicable taxes. Resale Solution Base Rates and
Promotional Discounts are contingent on Customer providing Sprint with
certificates from appropriate taxing authorities exempting Customer from taxes
that would otherwise be invoiced hereunder.
17.4. Billing Disputes. In the event Customer, in good faith, disputes Sprint's
computation of amounts due and owing within all applicable legal periods of
limitation, Customer may withhold payment of the disputed amount Customer must
pay all charges which are not in dispute in accordance with the payment terms
set forth in this Section. An amount will not be considered "in dispute" until
Customer has provided Sprint with written documentation explaining the disputed
amount and describing the factual and legal basis of the dispute. Customer must
cooperate with Sprint to resolve any dispute expeditiously. All disputed amounts
are due and payable immediately upon Sprint's written denial of the dispute.
18. PAYMENT SECURITY. Provision of Service is contingent on credit approval by
Sprint. Upon request by Sprint, Customer shall provide Sprint with financial
statements or other indications of Customer's financial and business
circumstances. If Customer's financial or business circumstances or payment
history is or, during the Term, becomes unacceptable to Sprint then Sprint may
require a deposit, irrevocable letter of credit or other form of security
acceptable to Sprint Customer's failure to provide such security within 10 days
following Sprint's reasonable request shall constitute a default under
Subparagraph 4.2.
19. PROPERTY AND PERSONAL INJURY INDEMNIFICATION. Each Party agrees to
indemnify, hold harmless, and defend the other Party, its directors, officers,
employees, agents and their successors and assigns from and against any and all
claims, demands, causes of action, losses, damages, expenses or liabilities,
including costs and reasonable attorney's fees, arising out of claims made by
third parties for personal injury (or death) or loss or damage to personal
property, arising out of or related to the negligent or willful misconduct,
errors or omissions, of the indemnifying Party or its subcontractors, directors,
officers, employees, agents or representatives. Claims made by employees of a
Party which are covered under applicable workers' compensation laws are not
indemnified hereunder.
20. PROPRIETARY RIGHTS INDEMNITY. If Customer is made the subject of any claim
or lawsuit by reason of its use of the Services provided hereunder based on the
allegation that the Service as provided by Sprint constitutes an infringement of
any third party patent, copyright or trade secret, enforceable in countries
ratifying the Berne Convention, Customer will promptly notify Sprint thereof in
writing. Sprint will defend and indemnify Customer against all such claims,
demands, and causes of action based on the actual or alleged infringement of any
such third party right. The indemnities set forth in this Section will include,
without limitation, all penalties, awards and judgments, all court and
arbitration costs, attorney's fees and other out-of-pocket costs reasonably
incurred in connection with such claims, demands and causes of action. Sprint
will have sole discretion to settle or compromise such claim or lawsuit without
the written consent of Customer provided that such settlement or compromise does
not require Customer to make any payment not indemnified. Sprint will have the
sole right to retain and select counsel to represent its interests in defending
any such claim or litigation as part of its indemnification obligation
hereunder. Sprint will not reimburse Customer for its attorneys' fees and costs
in connection with Customer's separate retention of counsel, unless Sprint will
have wrongly failed to defend and indemnify Customer.
If any action results in a final injunction against Customer with respect to the
Services provided pursuant to this Agreement, Sprint agrees that it will at its
option and its sole expense, either (1) procure for Customer the right to
continue using the infringing Services or (2) replace or modify the same so that
it becomes non-infringing or (3) substitute for the Services non-infringing
replacement Services having a capability equivalent to the Services provided
herein. If none of the foregoing alternatives is reasonably available to Sprint,
then Customer will have the right to terminate the affected portions of this
Agreement. Sprint will have no liability under this indemnity provision to the
extent the claim is based on a use, a modification, or a combination of Sprint
Services with products, goods or services not directly provided by Sprint.
21. LIMITATION OF LIABILITY.
21.1 SPRINT'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT IN NO EVENT WILL EXCEED AN AMOUNT EQUAL TO THE
NET USAGE CHARGES PAID TO SPRINT BY CUSTOMER DURING THE THREE (3) MONTHS
IMMEDIATELY PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE. SPRINT WILL
NOT BE LIABLE FOR ANY UNAVOIDABLE DAMAGE TO CUSTOMER'S PREMISES.
21.2 IN NO EVENT WILL SPRINT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT.
INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO,
LOST PROFITS OR REVENUES AND LOSS OF BUSINESS OPPORTUNITY, WHETHER
SPRINT PROPRIETARY INFORMATION
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OR NOT SPRINT WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH
DAMAGES.
21.3 WITH RESPECT TO THE SERVICES, MATERIALS AND EQUIPMENT PROVIDED HEREUNDER,
SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPLICITLY
STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
22. ARBITRATION. Any dispute arising out of or relating to the Agreement may, at
the option of the Parties, be finally settled by arbitration. If the Parties
elect arbitration, such arbitration will be in accordance with the rules of the
American Arbitration Association. The arbitration will be governed by the United
States Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the award
rendered by the arbitrator(s) may be entered by any court with jurisdiction. The
arbitration will be held in the Kansas City, MO metropolitan area.
23. NOTICES. Notices, requests or other communications (excluding invoices)
hereunder shall be in writing and sent by certified mail addressed as follows:
If to Sprint: Sprint Communications Company L.P.
Attention: Vice President-Wholesale Services
1520 East Rochelle Blvd
Irving, TX 75039
With copy to: Sprint Communications Company L.P.
Attention: Vice President Law-Marketing/Sales
8140 Ward Parkway
Kansas City, MO 64114
If to Customer: Logix Communication Corporation
Attention: John Grey
3555 NW 58th Street #900
Oklahoma City, Oklahoma 73112
24. ASSIGNMENT. Customer may not assign or delegate its responsibilities,
duties, rights or obligations under this Agreement to any person, corporation or
other entity without the written consent of Sprint, such consent not to be
unreasonably withheld.
25. EXCUSABLE DELAY.
25.1 Except for the performance of obligations set forth in Paragraphs 17 and 18
of this Agreement, Sprint and Customer agree that neither Party will be
responsible for any delay, interruption or other failure to perform hereunder
due to acts beyond the control of the responsible Party. Such acts include, but
are not limited to, natural disasters such as lightening, earthquakes,
hurricanes, floods or other like causes; war, riot, civil commotion; cable cuts;
explosion or fire; embargoes, strikes or labor disputes: or decrees of
governmental entities.
25.2 The affected Party will give notice to the other Party in the event of any
of the foregoing occurrences. Upon such notice, Sprint may cancel or delay
performance for as long as such performance is delayed by such occurrence or
occurrences, and in such event will have no liability to Customer. Should such
occurrence continue for more than 60 days and adversely and materially impact
the other party, such other party may terminate this Agreement without liability
upon payment for all Services delivered prior to the date of such termination,
plus all other charges and costs then incurred.
26. HEADINGS. The headings set forth in this Agreement are for purposes of
reference only and do not in any way limit or otherwise affect the meaning or
interpretation of any of the terms of this Agreement.
27. CHOICE OF LAW. This Agreement and all claims relating to the relationship
between Sprint and Customer, including all claims in tort, contract, at law or
in equity will be governed by, construed, enforced and interpreted in accordance
with the laws of the state of Kansas without regard to the choice of law
principles thereof.
28. RULES OF CONSTRUCTION. No rule of construction requiring interpretation
against the draftsman shall apply in the interpretation of this Agreement.
29. MODIFICATION OF AGREEMENT. This Agreement may be modified only by written
amendment, executed by officers of Customer and Sprint. Any oral agreement
contrary to the terms of any Service Agreement will not be admissible in any
dispute, whether in a court of law or in arbitration.
30. WAIVER OF TERMS. If either Party fails, at any time, to enforce any right or
remedy available to it under this Agreement, that failure will not be construed
to be a waiver of the right or remedy with respect to any other breach or
failure by the other Party.
31. PARTIAL INVALIDITY. In the event any of the provisions of this Agreement are
held to be invalid, illegal, or unenforceable, the unaffected provisions of this
Agreement will be unimpaired and remain in full force and effect. Sprint and
Customer will negotiate to substitute for such invalid, illegal or unenforceable
provision a mutually acceptable provision consistent with the original intention
of the Parties.
32. CUMULATIVE REMEDIES. Except as otherwise provided herein, the remedies
provided for in this Agreement are in addition to any other remedies available
at law or in equity.
33. ENTIRE AGREEMENT. This Agreement, including Exhibits, Attachments, and the
documents and instruments referred to herein, constitutes the entire
understanding between the Parties relating to its subject matter and supersedes
all prior or contemporaneous negotiations or agreements, whether oral or
written, relating to the subject matter hereof. Customer is not relying upon any
representations or promises made by or on behalf of Sprint in entering into this
Agreement.
34. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement shall be
withdrawn if the Agreement is not executed by both Parties within 45 days after
the Proposal Date stated on Attachment A.
EXECUTED and made effective as provided herein.
LOGIX SPRINT COMMUNICATIONS COMPANY L.P.
(Customer)
By: /s/ Albert H. Plain Jr. By: /s/ John Dupree
-------------------------- ----------------------------------------
John Dupree
Title: CEO Vice President, Wholesale Services Group
----------------------- ----------------------------------------
Date: 12-20-99 Date: 1-12-00
------------------------ --------------------------------------
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EXHIBIT 1
DEFINITIONS
Capitalized terms appearing in bold print in the Agreement, its Exhibits and
Attachments are defined as follows:
"Active Dedicated Outbound Port" means a Customer access port (DS-O equivalent)
connected to Sprint and activated as Dedicated Outbound Service.
"ANI" means a calling telephone number identification which is forwarded to an
IXC by a LEC as a call is placed.
"Associated Location" means a physical premise to or from which Sprint provides
Service which is: (a) owned or leased by Customer; (b) occupied by a business in
which Customer has an equity interest of at least a 25%; or (c) occupied by a
franchisee of Customer.
"Attachment" means a supplement attached to, and a part of; the
Agreement.
"Billing Increment" means a Tariffed billing increment, unless otherwise stated
in Attachment B.
"Calling Card" means a card issued to an End User in Customer's name containing
an authorization code that the End User may use to originate calls over Sprint's
network as provided in Exhibit 2.
"CIC" means an IXC carrier identification code.
"CTIS" means Sprint's Carrier Transport Invoicing System.
"Day Rate Period" means the Tariff day rate period unless otherwise specified
herein.
"Discount One" means a Rate Element specific discount that (1) is based on
Customer's Discount One Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Sprint Wholesale Solution
Base Rates.
"Discount One Monthly Volume of Service" means the volume of Customer's monthly
usage, at each Product Hierarchy Level, for a specific Rate Element priced at
Sprint Wholesale Solution Base Rates.
"Discount Rate Period" means the Tariff international discount rate period
unless otherwise specified herein.
"Discount Three" means a Rate Element specific discount that (1) is based on
Customer's Discount Three Monthly Volume of Service and (2) is applied at the
Product Hierarchy Level or the Service Hierarchy Level to interstate or
international usage to the LATAs or countries specified in Attachment C.
"Discount Three Monthly Volume of Service" means the volume of Customer's
monthly usage, at the Product Hierarchy Level or Service Hierarchy Level, of
interstate or international minutes to the specific LATAs or countries
identified in Attachment C and priced based on the usage levels and Rate Periods
specified in Attachment C.
"Discount Two" means a Rate Element specific discount that (1) is based on
Customer's Discount Two Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Sprint Wholesale Solution
Base Rates less Discount One discounts.
"Discount Two Monthly Volume of Service" means the volume of Customer's monthly
usage, at the Master Hierarchy Level, of all Resale Solution Services, including
directory assistance Services, priced at Sprint Wholesale Solution Base Rates
after the application of Discount One discounts, but prior to the application of
Discount Two discounts. Discount Two Monthly Volume of Service does not include
Sprint Wholesale Solution Service charges that are not based on usage, Clearline
Service charges, Private Line charges, any charge associated with access
(dedicated or non-dedicated), facilities charges, any usage related fixed
charge, any non-recurring charge such as installation charges, taxes,
surcharges, transfer fees, or interest.
"Early Termination Charge" means the charge imposed for terminating the
Agreement prior to expiration of the Term as provided in Paragraph 5 thereof.
"Economy Rate Period" means the Tariff international economy rate
period.
"End User" means a customer of Customer to whom Sprint extends Network Extension
Service at a Non-Associated Location.
"Evening Rate Period" means the Tariff evening rate period unless otherwise
specified herein.
"Excusable Delay" means any event that prevents a Party from performing its
obligations hereunder and that is beyond the reasonable control and without the
fault or negligence of such Party.
"Exhibit" means a supplement attached to, and a part of the Agreement.
"Forward Pricing Volume of Service" means the volume of service specified in
Attachment A upon which Discount Two discounts may be based as provided in
Subparagraph 13.8 of the Agreement.
"Interstate Adjustment" means the adjustment under Subparagraph 6.2 to the
invoice for interstate usage that is based on the level of intrastate usage.
"Interstate Adjustment Rate" means the rate identified in Attachment D that is
used to determine the Interstate Adjustment as provided in Subparagraph 6.2.
"IXC" means interexchange carrier.
"LEC" means local exchange carrier.
"Master Hierarchy Level" means billing hierarchy level 1.
"Maximum Noncomplete Toll Free Call Percentage" means, for each month, for each
Service type, the ratio, expressed as a percentage, of (i) the aggregate number
of Noncomplete Toll Free Calls during such period divided by (ii) the aggregate
number of Toll Free calls during such period. This percentage shall be
calculated at each Product Hierarchy Level.
"Maximum Non-Bell Traffic Percentage" means, for each month, the ratio,
expressed as a percentage, of (i) the number of minutes during such period that
originate from, or terminate in, a Non-Bell Service Area, divided by (ii) the
total number of minutes during such period. Maximum Non-Bell Traffic Percentages
will be calculated independently for originating and terminating minutes at the
Product Hierarchy Level.
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"Minimum Average Time Requirement" means the minimum average call duration,
expressed in minutes, for Services as specified in Attachment B. Minimum Average
Time Requirement calculations will be made at each Product Hierarchy Level.
"Minimum Commitment" means the minimum monthly usage commitment stated on
Attachment A. The calculation to determine whether Customer has met the Minimum
Commitment shall be based on Customer's invoiced Net Usage.
"Minimum Port Usage" means the minimum Net Usage for Dedicated Outbound Service
stated on Attachment A that Customer shall generate per Active Dedicated
Outbound Port.
"Network Extension Service" means Service that Sprint extends to the
Non-Associated Location of an End User.
"Net Usage" means the monthly amount invoiced for use of a Service net of
Discount One, Discount Two and Discount Three discounts. Net Usage includes the
following as they apply to particular Services: monthly per-minute usage charges
invoiced under the Agreement; route advance charges; real time ANI charges;
switched origination and termination charges; directory assistance charges;
Minimum Average Time Requirement Surcharges; Noncomplete Call Surcharges;
FONCard surcharges; and LEC Cap Surcharges.
"Night/Weekend Rate Period" means the Tariff night/weekend rate period unless
otherwise specified herein.
"Non complete Toll Free Call" means an attempted Switched Toll Free, Dedicated
Toll Free, or Toll Free Extension call that is not completed to the called
number for any reason.
"Non-Associated Location" means any physical premise to or from which Sprint
provides Service that is not an Associated Location.
"Non-Bell Service Area" means the geographic service area of any "independent"
LEC which is not a Bell Operating Company.
"Off Peak Rate Period" means (a) the Evening Rate Period and the Night/Weekend
Rate Period for interstate traffic and (b) the Discount Rate Period and Economy
Rate Period for international traffic.
"Peak Rate Period" means (a) the Day Rate Period for interstate traffic and (b)
the Standard Rate Period for international traffic.
"Per Minute Charge" means the per minute charge for Service as set forth in
Exhibit C based on Rate Periods and Billing Increments stated in Attachment B.
"PIC "means primary interexchange carrier
"PIC Authorization" means an End User's selection of a PIC that meets the
requirements of federal and state law.
"Primary Carrier" means the IXC designated by Customer as its first routing
choice and primary overflow carrier.
"Primary Carrier Service" means the Service specified in Attachment A for which
Sprint shall be Customer's Primary Carrier.
"Product Hierarchy Level" means the fifth level in the Customer billing
hierarchy, and is directly above the Service Hierarchy Level which ties like
Services together for purposes of reporting. Each Product Hierarchy Level is
considered independently for calculation and application of Discount One, LEC
Cap Surcharges, Minimum Average Time Requirement Surcharges, Noncomplete Toll
Free Call Surcharges and Minimum Port Usage Surcharges.
"Promotional Discounts" is a collective reference to Discount One, Discount Two,
Discount Three and Interstate Adjustments.
"Proposal Date" means the date indicated on Attachment A that the Agreement is
offered by Sprint to Customer.
"Proprietary Information" means (a) written information of a Party which is
clearly and conspicuously marked as proprietary or confidential or which is
accompanied by written notice that such information is confidential, or (b) a
verbal communication which is subsequently confirmed in writing to the other
Party as confidential or proprietary information which (i) is maintained in
confidence and secrecy by the disclosing Party, (ii) is valuable to the
disclosing Party because of such confidence or secrecy, and (iii) is subject to
the disclosing Party's reasonable efforts to maintain such confidentiality and
secrecy. Proprietary Information shall not include information which (1) is at
any time in the public domain other than through wrongdoing on the part of an
entity owing a duty of confidentiality to the disclosing Party, (2) is within
legitimate possession of the receiving Party without obligation of
confidentiality, (3) is lawfully received from a third party having rights
therein without restriction of the right to disseminate the information, (4) is
independently developed without breach of any obligation of confidentiality
through parties without access to or knowledge of such Proprietary Information,
(5) is disclosed with prior written approval of the other Party, (6) is
transmitted after the disclosing Party has received written notice from the
receiving Party that it does not desire to receive further Proprietary
Information, or (7) is obligated to be produced under order of a court of
competent jurisdiction.
"Rate Element" means a jurisdictional element of the rate for a particular
Service. For example, Dedicated Outbound rates consist of separate Rate Elements
for interstate, intrastate, Canada, Mexico domestic, Mexico international, other
international, and directory assistance usage.
"Rate Periods" is a collective reference to the Day Rate Period, Discount Rate
Period, Economy Rate Period, Evening Rate Period, Night/Weekend Rate Period, Off
Peak Rate Period, Peak Rate Period, and Standard Rate Period.
"Service" means the service identified in the Exhibits and Attachments that
Sprint shall provide and Customer shall purchase hereunder.
"Service Element" means any line, circuit or other unit of a Service. In the
case of switched or virtual Services, "Service Element" means switched or
virtual Services provided at a Customer location.
"Service Hierarchy Level" means the sixth and lowest level in the Customer's
billing hierarchy.
"Sprint Wholesale FONCard Service" means a Service consisting of a Sprint
authorization code incorporated into Customer's Calling Card which, together
with Customer's service enhancements, is provided to End Users for use in
originating calls over Sprint's network as provided in Exhibit 2.
"Sprint Wholesale Solution Base Rates" means the prices provided herein for
Sprint Wholesale Solution Service.
"Sprint Wholesale Solution Service" means switched Service purchased under the
Agreement and invoiced under CTIS.
"Standard Rate Period" means the Tariff standard rate period for international
Service unless otherwise specified herein.
"Tariff(s)" means any applicable tariff filed by Sprint with the Federal
Communications Commission for interstate or international Service (including
Tariff revisions) and/or any applicable tariff filed with a state regulatory
commission for intrastate Service. Should Sprint no longer file Tariffs in order
to provide Service, then Tariff shall mean the standard rate tables and terms
and conditions that replace such Tariffs.
"Term" means the term of the Agreement as provided in Paragraph 3 thereof.
SPRINT PROPRIETARY INFORMATION
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EXHIBIT 2
SERVICES
The following Services are provided pursuant to the Agreement:
1. OUTBOUND SERVICE.
1.1. SPRINT WHOLESALE DEDICATED OUTBOUND AND SPRINT WHOLESALE OUTBOUND
EXTENSION. Dedicated Outbound and Outbound Extension as further defined below
are provided hereunder for switched outbound traffic with interstate or
international termination that originates over dedicated special access (DS-1 or
DS-3) circuits.
1.2. SPRINT WHOLESALE DEDICATED OUTBOUND (also referred to herein as Dedicated
Outbound). Dedicated Outbound is Service subscribed to, and paid for, by
Customer that originates from an Associated Location. Dedicated Outbound may be
obtained only by a carrier with its own CIC.
1.3. SPRINT WHOLESALE OUTBOUND EXTENSION (also referred to herein as Outbound
Extension). Outbound Extension is Service subscribed to, and paid for, by
Customer but connected directly to a Non-Associated Location.
1.4. SPRINT WHOLESALE SWITCHED OUTBOUND (also referred to herein as Switched
Outbound). Switched Outbound is provided hereunder for switched access outbound
traffic utilizing Feature Group D protocol having interstate or international
termination.
2. TOLL FREE SERVICE.
2.1. SPRINT WHOLESALE DEDICATED TOLL FREE and SPRINT WHOLESALE TOLL FREE
EXTENSION. Dedicated Toll Free and Toll Free Extension as further defined below
are provided hereunder for Customer switched inbound traffic with interstate or
international origination that terminates over dedicated special access (DS-l or
DS-3) circuits.
2.2. SPRINT WHOLESALE DEDICATED TOLL FREE (also referred to herein as Dedicated
Toll Free). Dedicated Toll Free is Toll Free Service subscribed to, and paid
for, by Customer that terminates to an Associated Location. Dedicated Toll Free
may be obtained only by a carrier with its own CIC.
2.3. SPRINT WHOLESALE TOLL FREE EXTENSION (also referred to herein as Toll Free
Extension). Toll Free Extension is Toll Free Service subscribed to, and paid
for, by Customer but connected directly to a Non-Associated Location.
2.4. SPRINT WHOLESALE SWITCHED TOLL FREE (also referred to herein as Switched
Toll Free). Switched Toll Free is provided hereunder for switched inbound
traffic, terminating on Feature Group D protocol, having interstate or
international origination.
2.5. INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free Service
("ITFS") shall be provided subject to availability. Because of a limited
quantity of Toll Free numbers in some countries, Sprint may, as it deems
appropriate, after 30 days notice, disconnect any ITFS number which does not
generate at least 60 minutes of usage during any period of three consecutive
months. ITFS traffic must be terminated directly in the continental U.S. If
reorigination occurs, ITFS traffic is subject to foreign PTT interruption and is
beyond Sprint's control. ITFS Service shall be provided pursuant to Tariff,
including rates, discounts and Toll Free number charges, unless otherwise
provided herein.
3. DIRECTORY ASSISTANCE.
3.1. INTERSTATE. Interstate directory assistance provided hereunder must have a
domestic origination over Customer's circuits. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in LEC directory
assistance charges.
3.2. INTERNATIONAL. International directory assistance is provided pursuant to
Tariff. International directory assistance must have a domestic origination over
Customer's circuits and request numbers must be located in the countries listed
in Sprint's FCC Tariff 1, Section 2.1. International directory assistance may be
obtained by calling a Sprint operator who will request the number from the
appropriate country's international operator. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in directory
assistance charges of other countries.
3.3. TOLL FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not be
eligible for any toll free directory listing at Sprint's expense.
4. SPRINT WHOLESALE FONCARD SERVICE.
4.1. Sprint Wholesale FONCard Service (also referred to herein as FONCard)
consists of an authorization code issued by Sprint which Customer will
incorporate into a Calling Card. The Calling Card, together with Customer
provided service enhancements, will be provided in Customer's name to End Users
who may use the card to originate calls over Sprint's network in the contiguous
U.S and selected countries. Sprint will transport Customer's Calling Card
traffic with the same quality as Sprint FONCard traffic.
4.2. Availability. Sprint Wholesale FONCard Service is provided subject to (a)
availability and compatibility of facilities, (b) Customer fulfillment, and (c)
Toll Free access origination, which Customer agrees may be withheld by Sprint in
certain LATAs because of facility constraints.
4.3. Activation. Sprint will provide Customer with activated authorization codes
to be imprinted on Customer's Calling Cards. The codes will be provided within
30 days following Customer's request and notice to Sprint of Customer's
fulfillment vendor.
4.4. Toll Free Access. Customer may elect Calling Card access to a Sprint
operator using either a "Generic" or "Branded" Toll Free access number. The
operator response to a Generic Toll Free call will be similar to: "Long
Distance, may I help you?" Calls to a Branded access number will be answered by
an operator assigned exclusively to Customer. Operator response to Branded
access calls will be similar to: "(Customer) Long Distance Operator."
Customer shall pay a non-recurring charge for establishing account access as
provided in Attachment B.
4.5. Service Representative. Sprint will designate a representative to provide
Customer service. This representative will not be available for direct contact
by End Users.
SPRINT PROPRIETARY INFORMATION
8
<PAGE>
4.6. Non-Emergency Deactivation. Sprint will advise Customer of the process for
requesting non-emergency deactivation of an authorization code. Sprint may
periodically deactivate unused authorization codes to minimize potential fraud.
Sprint will notify Customer of any such deactivation. Emergency deactivation is
provided for in Subparagraph 4.9 of this Attachment.
4.7. Remedy for Service Failure. Notwithstanding anything to the contrary in
Subparagraph 4.1(e) of the Agreement, Customer's sole and exclusive remedy for
failure of a particular Sprint Wholesale FONCard Service shall be
discontinuation of the affected Service subject to Paragraph 25 of the
Agreement.
4.8. Customer Obligations. Customer shall, at Customer's expense: (a) design,
manufacture and distribute its Calling Cards; (b) solicit End Users in its own
name in compliance with Paragraph 8 of the Agreement; (c) address End User
service requests; (d) determine End User creditworthiness; (e) define its
relationship with End Users relative to its Calling Card service by tariff or
contract; (f) provide Calling Card fulfillment using a bonded fulfillment
vendor; (g) supply its fulfillment vendor with necessary End User information;
(h) maintain its own End User data base; (i) provide End User customer service,
billing and collection; (j) maintain its own End User customer service number,
which shall be printed on each Calling Card; (k) establish internal Calling Card
management procedures; (l) monitor for fraud and code abuse; and (m) cooperate
and interface with Sprint to prevent fraud or code abuse as provided herein.
Customer shall provide Sprint with all order authorizations, service
applications and information that Sprint requires to establish and maintain
Sprint Wholesale FONCard Service and proper invoicing.
Customer shall be liable for (a) all usage charged to an activated authorization
code after the code is provided to Customer or its agent, (b) non payment by End
Users, and (c) billing adjustments granted to End Users as provided in
Subparagraph 11.6 of the Agreement.
Customer shall indemnify and hold Sprint harmless from any claim or damages
resulting from Sprint's deactivation of an authorization code at Customer's
request.
4.9. Code Abuse; Fraud; Emergency Deactivation. Sprint and Customer will
cooperate to deter Calling Card fraud and code abuse. Sprint will monitor usage
of Customer Calling Cards to detect fraud or code abuse in the same manner that
it monitors FONCard usage of its own customers. This activity will not create
any liability on the part of Sprint resulting from code abuse or fraud. Customer
shall be liable for all usage charged to an activated authorization code that
results from fraud or code abuse.
Sprint will notify Customer of (a) the process Customer may use to obtain
emergency deactivation of a lost or stolen Calling Card and (b) the process
Sprint will use to notify Customer of suspected fraud or code abuse.
Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint
will immediately notify if fraud or code abuse is suspected. Customer shall
advise Sprint within 30 minutes after receiving such notice whether it wants the
authorization code deactivated. If Sprint is unable to reach Customer's contact,
or if Customer fails to respond to Sprint's notice within 30 minutes, Sprint
may, in its discretion, deactivate the authorization code and advise Customer of
its actions. Sprint shall incur no liability for such deactivation.
Sprint shall be liable for calls charged to an authorization code after a period
of 4 hours following an appropriate emergency deactivation request.
Requests for credit pursuant to this subparagraph shall be supported by
appropriate documentation. Sprint will investigate and, in its discretion,
either approve or reject such requests. Notwithstanding anything in Paragraph 18
of the Agreement, the amount of any credit request under this subparagraph shall
not be deducted as a disputed charge prior to payment of an invoice.
5.0. ANI Screening Suppression. In the event Sprint provides ANI Screening
Suppression (ANI-S-S) to any of the Parties executing this Agreement below, such
Party: (i) agrees that all fraud monitoring is disabled, therefore, Party
accepts full responsibility for any and all fraud liability; (ii) will not
utilize the same trunk for both reseller equal access traffic and resale
cellular traffic, (iii) will block access to any and all Sprint 800 access
numbers as well as 10333 access, if technically capable, and (iv) agrees that
the following restrictions apply to ANI Screening Suppression:
o Is only supported on dedicated FGD originations for Sprint Wholesale
Dedicated Outbound and Sprint Wholesale Dedicated Extension services
o Renders reseller ineligible for products and services that require Feature
Look-Ups to the SCP
o Disallows fraud blocks - applies to entire switch/trunk group
o Supports only domestic ANI delivery
o Does not support ANI based features such as Class Of Service, Account
Code, Bong Off, and ANI routing, to include OPART
9
<PAGE>
Attachment A - 1
A.3. Term of Agreement: 24 months.
A.13.8. Forward Pricing - Forward Pricing Volume of Service
The Forward Pricing Volume of Service applicable to Discount Two discounts
shall be $150,000 beginning the effective date of the Agreement and ending
the last day of month four (4) of the Term.
A.14.1. Minimum Commitment:
Carrier Transport Monthly
Months Net Usage Commitment
------ --------------------
1-4 $0
5-12 $150,000
13-24 $200,000
A.14.5. Minimum Port Usage: $100 Minimum Net Dedicated Outbound Usage Per Port
Promotional ACF/COC/EFC Charges
All ACF Charges will be per applicable tariff.
Monthly recurring COC charges will be $2.50 per port.
Monthly recurring EFC charges will be $5.50 per port when Customer
utilizes Sprint's entrance facilities.
Primary Carrier Requirement
Pricing Contingent on Primary Carrier Status. Pricing hereunder is
contingent on Customer utilizing Sprint as its Primary Carrier for the
following Primary Carrier Services
Interstate Terminating Dedicated Outbound
Interstate Originating Dedicated Inbound
Interstate Terminating Dedicated Outbound Extension
Interstate Originating Dedicated Inbound Extension
Interstate Terminating Switched Outbound
Interstate Originating Switched Inbound
If Inbound Service is a Primary Carrier Service then Customer shall (a)
designate Sprint as its Primary Carrier in the Toll Free Service
Management System database for all interstate Inbound traffic that is not
originated directly by Customer and (b) maintain access facilities
sufficient to send at least 99% of its traffic to Sprint with no more than
2% blockage during the peak busy hour of Customer's average business day.
If Switched Outbound is a Primary Carrier Service then 90% of all End User
ANIs under Customer's control shall be PICed to Sprint during the Term.
If Dedicated Outbound Extension is a Primary Carrier Service then 90% of
all Dedicated Access End Users under Customer's control shall be placed on
the Sprint network during the Term.
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
10
<PAGE>
Attachment A - 2
If Dedicated Outbound is a Primary Carrier Service then Customer shall
maintain access facilities sufficient to send to Sprint at least 99% of
the traffic Customer does not terminate itself.
Customer shall produce, within 30 days following Sprint's request,
evidence reasonably acceptable to Sprint that it is in compliance with
this subparagraph. Should Customer fall to maintain Sprint as Primary
Carrier on any Primary Carrier Service, Sprint may, at its option and in
addition to other remedies available in law or equity, discontinue
Promotional Discounts for Services provided until such time as Customer is
in full compliance with this subparagraph. Customer may select a temporary
back-up carrier for any period during which it is affected by a Sprint
network outage.
International Forecast Surcharge.
To enable Sprint to adequately forecast demand for international capacity,
Customer must provide Sprint with a forecast of projected usage (referred
to as the "International Usage Forecast") to any country to which Customer
anticipates generating more than 50,000 MOUs during any month (referred to
as a "High Usage Country").
Sprint reserves the right to impose a monthly surcharge on usage to each
High Usage Country equal to $0.10 for each MOU (a) above 62,500 MOUs to
such country if Customer does not submit an International Usage Forecast,
or (b) above 125% of the usage to such country that is forecasted in
Customer's International Usage Forecast.
International Usage Forecast
Country Minutes/Month
------- -------------
A.34 Proposal Date: December 9, 1999
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
11
<PAGE>
Attachment B - 1
B.13.4. Billing Increments/Usage Periods for Per Minute Charges.
Service will be invoiced based on Per Minute Charges utilizing Tariffed
Rate Periods and Tariffed Billing Increments, unless specifically set
forth below:
<TABLE>
<CAPTION>
Initial Additional
Service Type/ Billing Increment Billing Increment
Rate Element (sec) (sec)
<S> <C> <C>
Interstate Dedicated Outbound & Dedicated Outbound Ext 18 6
Canada Term. Dedicated Outbound & Dedicated Outbound Ext 30 6
Mexico US Element Dedicated Outbound & Dedicated Outbound Ext 30 6
Mexico Int'l. Element Dedicated Outbound & Dedicated Outbound Et 60 60
Other Int'l Dedicated Outbound & Dedicated Outbound Ext 30 6
Interstate Switched Outbound 18 6
Canada Term. Switched Outbound 30 6
Mexico US Element Switched Outbound 30 6
Mexico Int'l. Element Switched Outbound 60 60
Other Int'l Switched Outbound 30 6
Interstate Dedicated Toll Free & Dedicated Toll Free Ext. 18 6
Canada Orig. Dedicated Toll Free & Dedicated Toll Free Ext. 30 6
Mexico Dedicated Toll Free & Dedicated Toll Free Ext. 60 60
Other Int'l. Dedicated Toll Free & Dedicated Toll Free Ext. 30 6
Caribbean Dedicated Toll Free & Dedicated Toll Free Ext. 30 6
Interstate Switched Toll Free 18 6
Canada Orig. Switched Toll Free 30 6
Mexico Switched Toll Free 60 60
Other Int'l. Switched Toll Free 30 6
Caribbean Switched Toll Free 30 6
Interstate FONcard 60 60
</TABLE>
B.13.5. Non-Bell Switched Origination/Termination/Toll Free Origination Charge.
Customer shall pay the following charges for each minute of a switched
interstate call originating or terminating in a Non-Bell Service Area:
Not Applicable
B.13.6. Switched Origination/Termination/Toll Free Origination Charge. Customer
shall pay the following charges for each minute of a switched
interstate:
Dedicated Outbound - The Termination Charge on Attachment B-3 will
be applied to all terminating minutes
Dedicated Toll Free - The Origination Charge on Attachment B-3 will
be applied to all originating minutes
Switched Outbound - Not Applicable
Switched Toll Free - Not Applicable
FONcard - Not Applicable
Dedicated Outbound Extension - Not Applicable
Dedicated Toll Free Extension - Not Applicable
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
12
<PAGE>
Attachment B - 2
B.14.2 LEC Cap Maximum Non-Bell Traffic.
<TABLE>
<CAPTION>
Maximum Originating Maximum Terminating Non-Bell
Service Type Non-Bell Traffic % Non-Bell Traffic % Surcharge
<S> <C> <C> <C>
Dedicated Outbound N/A N/A N/A
Dedicated Toll Free N/A N/A N/A
Switched Outbound 20% 20% $0.020
Switched Toll Free 20% 20% $0.020
FONcard 20% 20% $0.020
Dedicated Outbound Ext N/A 20% $0.020
Dedicated Toll Free Ext 20% N/A $0.020
</TABLE>
B.14.3. Minimum Average Call Duration: Minimum Average Time Requirement (MATR)
shall not apply unless specifically set forth below:
Service Type MATR MATR Surcharge
N/A N/A N/A
B.14.4. Maximum Noncomplete Call Percentage.
<TABLE>
<CAPTION>
Dedicated Toll Free, Dedicated Toll Maximum
Free Extension, and Switched Toll Free Noncomplete Toll Per Call
Usage Type (Rate Element) Free Call Percentage Surcharge
<S> <C> <C>
Intrastate/Interstate 10% $0.04
International/Canadian 10% $0.25
</TABLE>
Promotional Monthly Recurring Toll Free Charges:
Customer's Monthly Recurring Switched Toll Free service charge will be
$5.00 per Switched Toll Free account per month.
Customer's Toll Free numbers (Switched Toll Free, Dedicated Toll Free, and
Dedicated Toll Free Extension) requiring Toll Free Directory Assistance
Listings will be charged an additional Monthly Recurring Charge of $14.00
per month per Toll Free number requiring such listing.
Toll Free Database Query Charge
Customer's Toll Free Database Query charge will be $0.005 per domestic
Switched Toll Free, Dedicated Toll Free Extension and Dedicated Toll Free
Call.
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
13
<PAGE>
Attachment B - 3
Interstate Switched Origination and Switched Termination per Minute Charges
<TABLE>
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OK 7 LEC OTHER 0.2072 0.1208 0.2072 MD 1 BELL ATL 0.0168 0.0057 0.0075
AL 1 BELL SOUTH 0.0277 0.0095 0.0114 MD 7 LEC OTHER 0.0316 0.0263 0.0321
AL 3 GTE 0.0390 0.0268 0.0332 ME 1 NYNEX 0.0398 0.0154 0.0317
AL 7 LEC OTHER 0.0545 0.0457 0.0539 ME 4 TDS 0.0593 0.0526 0.0609
AR 1 SWBT 0.0109 0.0095 0.0109 ME 7 LEC OTHER 0.0574 0.0534 0.0588
AR 3 GTE 0.0357 0.0249 0.0283 MI 1 AMERITECH 0.0170 0.0087 0.0100
AR 4 ALLTEL 0.0268 0.0260 0.0284 MI 3 GTE 0.0346 0.0197 0.0213
AR 5 CENTURY 0.0554 0.0490 0.0570 MI 4 CENTURY 0.0473 0.0432 0.0489
AR 7 LEC OTHER 0.0562 0.0521 0.0578 MI 7 LEC OTHER 0.0479 0.0407 0.0452
AZ 1 US WEST 0.0211 0.0070 0.0147 MN 1 US WEST 0.0202 0.0064 0.0138
AZ 4 CITIZENS 0.0672 0.0460 0.0533 MN 2 SPRINT LTD 0.0366 0.0327 0.0338
AZ 7 LEC OTHER 0.0455 0.0307 0.0409 MN 3 GTE 0.0323 0.0335 0.0372
CA 1 PACIFIC TELESIS 0.0077 0.0070 0.0077 MN 4 CEA-MEANS 0.0796 0.0705 0.0813
CA 3 GTE 0.0264 0.0078 0.0088 MN 5 ROCHESTER 0.0431 0.0270 0.0302
CA 4 CONTEL/CA 0.0420 0.0302 0.0333 MN 7 LEC OTHER 0.0630 0.0511 0.0645
CA 7 LEC OTHER 0.0415 0.0323 0.0376 MO 1 SWBT 0.0120 0.0105 0.0120
CO 1 US WEST 0.0209 0.0070 0.0145 MO 2 SPRINT LTD 0.0404 0.0352 0.0374
CO 4 PTI 0.0425 0.0394 0.0441 MO 3 GTE 0.0358 0.0239 0.0264
CO 7 LEC OTHER 0.0364 0.0305 0.0370 MO 4 ALLTEL 0.0377 0.0346 0.0393
CO 1 NET/NYNEX 0.0191 0.0120 0.0153 MO 7 LEC OTHER 0.0590 0.0513 0.0602
CT 7 LEC OTHER 0.0198 0.0124 0.0161 MS 1 BELL SOUTH 0.0328 0.0143 0.0165
CT 1 BELL ATL 0.0157 0.0048 0.0065 MS 4 CENTURY 0.0518 0.0450 0.0534
CT 7 LEC OTHER 0.0265 0.0120 0.0265 MS 7 LEC OTHER 0.0589 0.0510 0.0601
DE 1 BELL ATL 0.0169 0.0059 0.0077 MT 1 US WEST 0.0250 0.0101 0.0185
DE 7 LEC OTHER 0.0935 0.0727 0.0935 MT 4 PTI 0.0498 0.0442 0.0515
FL 1 BELL SOUTH 0.0256 0.0076 0.0093 MT 5 CITIZENS 0.0574 0.0394 0.0452
FL 2 SPRINT LTD 0.0294 0.0147 0.0150 MT 7 LEC OTHER 0.0607 0.0547 0.0623
FL 3 GTE 0.0234 0.0081 0.0087 NC 1 BELL SOUTH 0.0260 0.0079 0.0096
FL 7 LEC OTHER 0.0401 0.0331 0.0408 NC 2 SPRINT LTD 0.0273 0.0118 0.0117
GA 1 BELL SOUTH 0.0267 0.0084 0.0103 NC 3 GTE 0.0330 0.0272 0.0287
GA 4 ALLTEL 0.0273 0.0443 0.0505 NC 4 ALLTEL 0.0203 0.0190 0.0219
GA 7 LEC OTHER 0.0555 0.0492 0.0570 NC 7 LEC OTHER 0.0485 0.0444 0.0501
GU 7 LEC OTHER 0.0835 0.0789 0.0851 ND 1 US WEST 0.0233 0.0086 0.0169
HI 3 GTE 0.0533 0.0334 0.0314 ND 7 LEC OTHER 0.0744 0.0664 0.0758
HI 7 LEC OTHER 0.1105 0.0897 0.1105 NE l US WEST 0.0221 0.0083 0.0157
IA 1 US WEST 0.0209 0.0069 0.0145 NE 2 SPRINT LTD 0.6426 0.0361 0.0398
IA 3 GTE 0.0415 0.0382 0.0432 NE 3 GTE 0.0456 0.0318 0.0375
IA 4 CEA-INS 0.0595 0.0552 0.0611 NE 4 LINCOLN 0.0137 0.0184 0.0130
IA 5 ROCHESTER 0.0462 0.0281 0.0329 NE 7 LEC OTHER 0.0730 0.0639 0.0891
IA 7 LEC OTHER 0.0520 0.0552 0.0534 NH 1 NYNEX 0.0387 0.0141 0.0306
ID 1 US WEST 0.0219 0.0101 0.0155 NM 7 LEC OTHER 0.0694 0.0620 0.0710
ID 3 GTE 0.0521 0.0542 0.0525 NJ 1 BELL ATL 0.0173 0.0061 0.0081
ID 4 CITIZENS 0.0427 0.0392 0.0305 NJ 2 SPRINT LTD 0.0238 0.0120 0.0128
ID 7 LEC OTHER 0.0512 0.0535 0.0528 NJ 7 LEC OTHER 0.0183 0.0215 0.0183
IL 1 AMERITECH 0.0095 0.0081 0.0095 NM 1 US WEST 0.0223 0.0080 0.0159
IL 2 SPRINT LTD 0.0291 0.0315 0.0358 NM 3 GTE 0.0607 0.0214 0.0246
IL 3 GTE 0.0380 0.0240 0.0278 NM 7 LEC OTHER 0.0679 0.0691 0.0650
IL 4 TCG 0.0235 0.0146 0.0235 NV 1 PACIFIC TELES 0.0182 0.0095 0.0112
IL 7 LEC OTHER 0.0517 0.0436 0.0519 NV 2 SPRINT LTD 0.0063 0.0065 0.0063
IN 1 AMERITECH 0.0184 0.0083 0.0095 NV 4 CONTEL/CA 0.0365 0.0264 0.0302
IN 2 SPRINT LTD 0.0346 0.0261 0.0271 NV 5 CITIZENS 0.1139 0.0800 0.0903
IN 3 GTE 0.0336 0.0261 0.02% NV 7 LEC OTHER 0.0704 0.0693 0.0387
IN 7 LEC OTHER 0.0562 0.0481 0.0573 Ny 1 NYNEX 0.0229 0.0121 0.0173
KS 1 SWBT 0.0109 0.0100 0.0109 Ny 4 TCG 0.0323 0.0274 0.0323
KS 2 SPRINT LTD 0.0416 0.0356 0.0386 NY 5 ROCHESTER 0.0187 0.0097 0.0130
KS 7 LEC OTHER 0.0786 0.0719 0.0803 NY 6 CITIZENS 0.0540 0.0337 0.0418
Ky 1 BELL SOUTH 0.0283 0.0099 0.0120 NY 7 LEC OTHER 0.0424 0.0378 0.0435
Ky 3 GTE 0.0359 0.0249 0.0272 OH 1 AMERITECH 0.0176 0.0082 0.0093
KY 4 CINN BELL 0.0136 0.0073 0.0082 OH 2 SPRINT LTD 0.0363 0.0235 0.0250
KY 7 LEC OTHER 0.0534 0.0474 0.0550 OH 3 GTE 0.0349 0.0228 0.0252
LA 1 BELL SOUTH 0.0284 0.0096 0.0121 OH 4 CINN BELL 0.0144 0.0078 0.0090
LA 4 CENTURY 0.0597 0.0520 0.0613 OH 5 ALLTEL 0.0369 0.0334 0.0385
LA 7 LEC OTHER 0.0498 0.0435 0.0515 OH 6 CENTURY 0.0392 0.0341 0.0392
MA 1 NYNEX 0.0365 0.0123 0.0284 OH 7 LEC OTHER 0.0404 0.0407 0.0413
MA 7 LEC OTHER 0.0438 0.0359 0.0437 OK 1 SWBT 0.0118 0.0102 O.0118
OK 3 GTE 0.0329 0.0202 0.0223
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
- - ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OK 4 ALLTEL 0.0301 0.0295 0.0318
OK 7 LEC OTHER 0.0585 0.0548 0.0600
OR 1 US WEST 0.0225 0.0082 0.0161
OR 2 SPRINT LTD 0.0522 0.0337 0.0378
OR 3 GTE 0.0363 0.0260 0.0279
OR 4 PTI 0.0427 0.0400 0.0443
OR 7 LEC OTHER 0.0607 0.0486 0.0577
PA 1 BELL ATE 0.0172 0.0061 0.0080
PA 2 SPRINT LTD 0.0237 0.0126 0.0126
PA 3 GTE 0.0307 0.0221 0.0244
PA 4 ALLTEL 0.0310 0.0285 0.0324
PA 7 LEC OTHER 0.0531 0.0458 0.0526
PR 7 LEC OTHER 0.0597 0.0561 0.0613
RI 1 NYNEX 0.0369 0.0127 0.0288
RI 7 LEC OTHER 0.0388 0.0256 0.0316
SC 1 BELL SOUTH 0.0263 0.0082 0.0099
SC 2 SPRINT LTD 0.0244 0.0126 0.0137
SC 3 GTE 0.0354 0.0268 0.0298
SC 4 ALLTEL 0.0220 0.0205 0.0236
SC 7 LEC OTHER 0.0501 0.0468 0.0517
SD 1 US WEST 0.0295 0.0128 0.0231
SD 4 CEA 0.0988 0.0915 0.1009
SD 7 LEC OTHER 0.0890 0.0781 0.0906
SN 7 LEC OTHER 0.2110 0.2450 0.2110
TN 1 BELL SOUTH 0.0269 0.0087 0.0106
TN 2 SPRINT LTD 0.0236 0.0128 0.0120
TN 4 TDS 0.0535 0.0464 0.0552
TN 5 CITIZENS 0.0517 0.0360 0.0392
TN 7 LEC OTHER 0.0536 0.0495 0.0552
TX 1 SWBT 0.0094 0.0081 0.0094
TX 2 SPRINT LTD 0.0365 0.0326 0.0337
TX 3 GTE 0.0327 0.0170 0.0189
TX 7 LEC OTHER 0.0426 0.0368 0.0442
UT 1 US WEST 0.0215 0.0073 0.0151
UT 4 CITIZENS 0.0643 0.0432 0.0507
UT 7 LEC OTHER 0.0730 0.0565 0.0737
VA 1 BELL ATL 0.0168 0.0059 0.0076
VA 2 SPRINT LTD 0.0240 0.0124 0.0134
VA 3 GTE 0.0261 0.0334 0.0381
VA 7 LEC OTHER 0.0490 0.0415 0.0504
VI 7 LEC OTHER 0.0480 0.0455 0.0496
VT 1 NYNEX 0.0416 0.0166 0.0335
VT 4 TDS 0.0670 0.0623 0.0686
VT 7 LEC OTHER 0.0602 0.0536 0.0618
WA 1 US WEST 0.0207 0.0067 0.0142
WA 2 SPRINT LTD 0.0495 0.0317 0.0351
WA 3 GTE 0.0332 0.0247 0.0265
WA 4 PTI 0.0398 0.0362 0.0415
WA 7 LEC OTHER 0.0534 0.0424 0.0546
WI 1 AMERITECH 0.0141 0.0088 0.0102
WI 3 GTE 0.0420 0.0266 0.0306
WI 4 CENTURY 0.0423 0.0431 0.0439
WI 5 PTI 0.0552 0.0505 0.0568
WI 6 TDS 0.0633 0.0528 0.0649
WI 7 LEC OTHER 0.0578 0.0490 0.0584
WV 1 BELL ATL 0.0189 0.0077 0.0097
WV 4 CITIZENS 0.0564 0.0347 0.0424
WV 7 LEC OTHER 0.0578 0.0507 0.0594
WY 1 US WEST 0.0304 0.0174 0.0240
WY 2 SPRINT LTD 0.0387 0.0345 0.0359
WY 4 PTI 0.0465 0.0442 0.0482
WY 7 LEC OTHER 0.0776 0.0732 0.0789
Term. - Termination Charge
Orig. - Origination Charge
Ded. TF Orig. - Origination Charge for
Dedicated Toll Free Only
- - ---------------------------------------------------------------
</TABLE>
Proprietary Information
HIGHLY RESTRICTED
14
<PAGE>
Attachment C - 1
Interstate Switched Network Extension
Base Rates
- - --------------------------------------------------------------------------------
LATA Group Switched Out - Comm Switched Toll Free FONcard
Peak Off-Peak Peak Off-peak Peak Offpeak
- - --------------------------------------------------------------------------------
1 $0.1300 $0.1250 $0.1340 $0.1290 $0.1660 $0.1660
2 $0.2060 $0.2060 $0.2160 $0.2160 $0.2460 $0.2460
- - --------------------------------------------------------------------------------
See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rates are not eligible for
Discount 2.
Discount 1: The above listed base rates are not eligible for any tariff
or contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------
Monthly Volume of Switched Out - Comm Switched Toll Free FONcard
Carrier Transport Service Peak OffPeak Peak Offpeak Peak Offpeak
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$0 - $99,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$100,000 - $199,999 57.2% 57.0% 57.7% 57.6% 38.6% 38.6%
$200,000 - $299,999 58.7% 58.6% 59.2% 59.1% 40.4% 40.4%
$300,000 - $499,999 58.8% 58.8% 59.3% 59.3% 40.8% 40.8%
$500,000 + 59.5% 59.4% 59.9% 59.9% 42.8% 42.8%
- - --------------------------------------------------------------------------------------------
</TABLE>
Interstate FONcard Bong Surcharge (per call)
- - ------------------------------
State Rate
All $0.00
- - ------------------------------
Foncard Surcharge not eligible for Discounts
Proprietary Information
RESTRICTED
15
<PAGE>
Attachment C - 2
Interstate Dedicated Network Extension
Base Rates
- - --------------------------------------------------------------------------------
LATA Group Direct Outbound Ext Dedicated Toll Free Ext
Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
1 $0.1000 $0.1000 $0.1080 $0.1080
2 $0.1640 $0.1640 $0.1840 $0.1840
- - --------------------------------------------------------------------------------
See LATA Group Descriptions. Group 2 rates are not eligible for Discount 2.
New Customer Promotion
Discount 1
- - --------------------------------------------------------------------------------
Discount 1 Monthly Dedicated Outbound Ext Dedicated Toll Free Ext
Volume of Service Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
$0 + 25.0% 25.0% 25.0% 25.0%
- - --------------------------------------------------------------------------------
For dedicated Network Extension Service (Dedicated Outbound &t and Dedicated
Toll Free Ext, Customer will be eligible for the New Customer Promotion Discount
1 above (applied to the interstate base rate usage) for all existing accounts
and new accounts that were not dedicated access users on the Sprint network for
the six (6) months immediately preceding receipt of order. Any new accounts that
were dedicated access users on the Sprint network for the six (6) months
preceding receipt of order will be billed in a separate billing product
hierarchy level and will not receive the New Customer Promotion discount.
Discount 2
- - --------------------------------------------------------------------------------
Monthly Volume of Dedicated Outbound Ext Dedicated Toll Free Ext
Carrier Transport Service Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
$0 - $99,999 0.0% 0.0% 0.0% 0.0%
$100,000 - $199,999 54.5% 54.5% 55.1% 55.1%
$200,000 - $299,999 55.9% 55.9% 56.3% 56.3%
$300,000 - $499,999 56.0% 56.0% 56.4% 56.4%
$500,000 + 56.5% 56.5% 56.9% 56.9%
- - --------------------------------------------------------------------------------
Proprietary Information
RESTRICTED
16
<PAGE>
Attachment C - 3
Interstate Carrier Dedicated Service
Base Rates
- - --------------------------------------------------------------------------------
Dedicated Outbound Ext Dedicated Toll Free Ext
LATA Group Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
1 $0.0500 $0.0460 $0.0550 $0.0510
2 $0.1200 $0.1200 $0.1350 $0.1350
- - --------------------------------------------------------------------------------
Dedicated Outbound and Dedicated Toll Free LATA 836 (Wake and Midway Island)
rates are not eligible for Discount 2.
Interstate usage originating from/terminating to all exchanges will incur an
additional per minute Interstate Switched Origination/Termination Charge as
indicated on Attachment B.
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
- - --------------------------------------------------------------------------------
Monthly Volume of Dedicated Outbound Dedicated Toll Free
Carrier Transport Service Peak Offpeak Peak OffPeak
- - --------------------------------------------------------------------------------
$0 - $ 99,999 0.0% 0.0% 0.0% 0.0%
$100,000 - $199,999 61.0% 62.0% 62.7% 63.7%
$200,000 - $299,999 63.0% 64.1% 64.5% 65.7%
$300,000 - $499,999 63.2% 64.3% 64.7% 65.9%
$500,000 + 64.0% 65.2% 65.5% 66.7%
- - --------------------------------------------------------------------------------
Proprietary Information
RESTRICTED
17
<PAGE>
Attachment C - 4
Interstate Switched Outbound, Switched Toll Free, Connect FONCARD, Dedicated
Outbound Extension, and Direct Toll Free Extension LATA Groups
<TABLE>
- - ------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C>
120 Maine 350 Green Bay, WI 486 Shreveport, LA 654 Cheyenne, WY
122 New Hampshire 352 Eau Claire, WI 488 Lafayette, LA 656 Denver, CO
124 Vermont 354 Madison, WI 490 New Orleans, LA 658 Colorado Spgs,CO
126 Springfield, MA 356 Milwaukee, WI 492 Baton Rouge, LA 660 Utah
128 Boston, MA 358 Chicago, IL 520 St Louis, MO 664 New Mexico
130 Rhode Island 360 Rockford, IL 521 Columbia, MO 666 Phoenix, Az
132 New York Metro 362 Cairo, IL 522 Springfield, MO 668 Tucson, Az
133 Poughkeepsie, NY 364 De Kalb, IL 524 Kansas City, MO 670 Eugene, OR
134 Albany, NY 366 Bloomington, IL 526 Fort SmiTh, AR 672 Portland, OR
136 Syracuse, NY 368 Peoria, IL 528 Little Rock, AR 674 Seattle, WA
138 Binghampton,NY 370 Champ.-Urban, IL 530 Pine Bluff, AR 676 Spokane, WA
140 Buffalo, NY 374 Springfield, IL 532 Wichita, KS 720 Reno, NV
220 Atlantic City, NJ 376 Quincy, IL 534 Topeka, KS 721 Las Vegas, NV
222 Trenton, NJ 420 Asheville, NC 536 Oklahoma City, OK 722 San Francisco, CA
224 Newark, NJ 422 Charlotte, NC 538 Tulsa, OK 724 Chico, CA
226 Capital, PA 424 Greensboro, NC 540 El Paso, TX 726 Sacramento, CA
228 Philadelphia, PA 426 Raleigh, NC 542 Midland, TX 728 Fresno, CA
230 Altoona, PA 428 Wilmington, NC 544 Lubbock TX 730 Los Angeles, CA
232 Northeast PA 430 Greenville, SC 546 Amarillo, TX 732 San Diego, CA
234 Pittsburgh, PA 432 Florence, SC 548 Wichita Falls, TX 734 Bakersfield, CA
236 Washington, DC 434 Columbia, SC 550 Abilene, TX 736 Monterey, CA
238 Baltimore, MD 436 Charleston, SC 552 Dallas, TX 738 Stockton, CA
240 Hagerstown, MD 438 Atlanta, GA 554 Longview, TX 740 San Luis Ob., CA
242 Salisbury, MD 440 Savannah, GA 556 Waco-Temple, TX 920 Connecticut
244 Roanoke, VA 442 Augusta, GA 558 Austin, TX 922 Cincinnati, OH
246 Culpepper, VA 444 Albany, GA 560 Houston, TX 923 Lima-Mansfield, OH
248 Richmond, VA 446 Macon, GA 562 Beaumont, TX 924 Erie, PA
250 Lynchburg, VA 448 Pensacola, FL 564 Corpus Christi, TX 927 Harrisonburg, VA
252 Norfolk, VA 450 Panama City, FL 566 San Antonio, TX 928 Charlottesville, VA
254 Charleston, WV 452 Jacksonville, FL 568 Brownsville, TX 937 Richmond, IN
256 Clarksburg, WV 454 Gainsville, FL 570 Bryan, TX 938 Terre Haute, IN
320 Cleveland, OH 456 Daytona Beach, FL 620 Rochester, MN 939 Ft. Myers, FL
322 Youngstown, OH 458 Orlando, FL 624 Duluth, MN 949 Fayetteville, NC
324 Columbus, OH 460 Miami, FL 626 St Cloud, MN 951 Rocky Mount, NC
325 Akron, OH 462 Louisville, KY 628 Minneapolis, MN 952 Tampa, FL
326 Toledo, OH 464 Owensboro, KY 630 Sioux City, IA 953 Tallahasse, FL
328 Dayton, OH 466 Winchester, KY 632 Des Moines, IA 956 Bristol/JoCty,TN
330 Evansville, IN 468 Memphis, TN 634 Davenport, IA 958 Lincoln, NE
332 South Bend, IN 470 Nashville, TN 635 Cedar Rapids, IA 960 Coeur D'Alene, ID
334 Auburn/Hunt, IN 472 Chattanooga, TN 636 Fargo-Brainerd, ND 961 San Angelo, TX
336 Indianapolis, IN 474 Knoxville, TN 638 Bismark, ND 973 Palm Springs, CA
333 Bloomington, IN 476 Birmingham, AL 640 Sioux Falls, SD 974 Rochester, NY
340 Detroit, MI 477 Huntsville, AL 644 Omaha, NE 976 Mattoon, IL
342 Marquette, MI 478 Montgomery, AL 646 Grand Island, NE 977 Macomb, IL
344 Saginaw, MI 480 Mobile, AL 648 Great Falls, MT 978 Olney, IL
346 Lansing, Ml 482 Jackson, MS 650 Billings, MT
348 Grand Rapids, MI 484 Biloxi, MS 652 Boise, ID
</TABLE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
820 Puerto Rico 870 CNMI 963 Kalispell, MT
822 U.S. Virgin Is 871 Guam 980 Navajo Terr., AZ
832 Alaska 921 Fishers Island, NY 981 Navajo Terr., UT
834 Hawaii 929 Edinburg, VA ALL OTHERS
932 Bluefield, WV
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
18
<PAGE>
Attachment C - 5
Interstate Directory Assistance
Base Rates
- - --------------------------------------------------------------------------------
States Dedicated Outbound Dedicated Outbound Ext Switched Outbound
- - --------------------------------------------------------------------------------
ALL $0.65 $0.58 $0.58
- - --------------------------------------------------------------------------------
Switched Outbound and Dedicated Outbound Extension Directory Assistance rates
not eligible for Discounts
Discount 1
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------
Interstate DA
Discount 1 Monthly -----------------------------------------------------------------
Volume of Service Dedicated Outbound Dedicated Outbound Ext Switched Outbound
<S> <C> <C> <C>
$0 + 5% 0% 0%
- - ---------------------------------------------------------------------------------------
</TABLE>
Discount 2
- - --------------------------------------------------------------------------------
Dedicated Outbound
Monthly Volume of -------------------------------------------------
Carrier Transport Service
Group 1 Group 2 Group 3
$0 - $99,999 0% 0% 0%
$100,000 - $199,999 20% 15% 12%
$200,000 - $299,999 25% 20% 15%
$300,000 - $499,999 30% 25% 18%
$500,000 + 34% 28% 20%
- - --------------------------------------------------------------------------------
Group: 1 CA, CT, IL, IN, MA, ME, NH, NY, NV, OH, RI, VT, WI
Group: 2 AL, AZ, CO, FL, GA, HI, IA, ID, KY, LA, MN, MS, MT, NC, ND, NE, NM, OR,
SC, SD, TN, UT, WA, WY
Group: 3 AR, CN, DC, DE, GU, KS, MD, MI, MO, NJ, OK, PA, TX, VA, WV
Proprietary Information
RESTRICTED
19
<PAGE>
Attachment C - 6
Canada Terminating Service
Base Rates
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Switched Outbound Dedicated Outbound Ext Dedicated Outbound FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALL $0.1800 $0.1800 $0.1450 $0.1450 $0.1200 $0.1200 $0.2300 $0.2300
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Monthly Volume of Switched Outbound Dedicated Outboumd Ext Dedicated Outbound FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $ 99,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$100,000 - $199,999 44.6% 44.6% 59.4% 59.4% 68.8% 68.8% 0.0% 0.0%
$200,000 + 46.6% 46.6% 61.4% 61.4% 70.8% 70.8% 0.0% 0.0%
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Canada Originating Service
Base Rates
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Switched Toll Free Dedicated Toll Free Ext Dedicated Toll Free FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALL $0.3800 $0.3800 $0.3500 $0.3500 $0.3000 $0.3000 $0.3800 $0.3800
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Monthly Volume of Switched Toll Free Dedicated Toll Free Ext Dedicated Toll Free FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $99,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$100,000 - $199,999 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 0.0% 0.0%
$200,000 + 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 0.0% 0.0%
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Proprietary Information
RESTRICTED
20
<PAGE>
Attachment C - 7
Mexico Terminating Service
Base Rates - Domestic Element
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------
Switched Outbound Dedicated Outbound Ext Dedicated Outbound
Milage Peak OffPeak Peak OffPeak Peak OffPeak
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALL $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000
- - -------------------------------------------------------------------------------------------
</TABLE>
Base Rates - International Element
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------
Switched Outbound Dedicated Outboumd Ext Dedicated Outbound
Mexico Rate Step Peak OffPeak Peak OffPeak Peak OffPeak
- - ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 $0.2550 $0.2290 $0.2050 $0.1790 $0.1750 $0.1490
2 $0.2550 $0.2290 $0.2050 $0.1790 $0.1750 $0.1490
3 $0.2550 $0.2290 $0.2050 $0.1790 $0.1750 $0.1490
4 $0.2620 $0.2220 $0.2120 $0.1720 $0.1820 $0.1420
5 $0.2620 $0.2220 $0.2120 $0.1720 $0.1820 $0.1420
6 $0.2620 $0.2220 $0.2120 $0.1720 $0.1820 $0.1420
7 $0.2620 $0.2220 $0.2120 $0.1720 $0.1820 $0.1420
8 $0.2620 $0.2220 $0.2120 $0.1720 $0.1820 $0.1420
- - ----------------------------------------------------------------------------------------------------
</TABLE>
Mexico Rate Steps are defined in Sprint FCC Tariff #2.
Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2 The above listed base rates are not eligible for any tariff or
contractual discount 2s.
Mexico Terminating FONcard
Base Rates
- - ------------------------
FONcard
Peak OffPeak
- - ------------------------
$0.9800 $0.7400
- - ------------------------
Mexico Terminating FONcard rates not eligible for discounts
Proprietary Information
RESTRICTED
21
<PAGE>
Attachment C - 8
Mexico Originating Service
Base Rates
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------
Switched Toll Free Dedicated Toll Free Ext Dedicated Toll Free
Mexico Zone # Peak OffPeak Peak OffPeak Peak OffPeak
- - ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 $0.5300 $0.4500 $0.4800 $0.4000 $0.4500 $0.3700
2 $0.5300 $0.4500 $0.4800 $0.4000 $0.4500 $0.3700
3 $0.8200 $0.6900 $0.7700 $0.6400 $0.7400 $0.6100
4 $0.8200 $0.6900 $0.7700 $0.6400 $0.7400 $0.6100
- - ----------------------------------------------------------------------------------------------------
</TABLE>
US Rate Area and Mexico Rate Zone are defined in Sprint FCC Tariff #2.
Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------
Monthly Volume of Switched Toll Free Dedicated Toll Free Ext Dedicated Toll Free
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$0 - $99,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$100,000 - $199,999 0.0% 0.0% 0.0% 0.0% 2.0% 2.0%
$200,000 + 0.0% 0.0% 0.0% 0.0% 3.0% 3.0%
- - ---------------------------------------------------------------------------------------------------
</TABLE>
Mexico Originating FONcard
Base Rates
- - ------------------------
FONcard
Peak OffPeak
- - ------------------------
$1.48 $1.25
- - ------------------------
Mexico Originating FONcard rates not eligible for discounts
Proprietary Information
RESTRICTED
22
<PAGE>
Attachment C - 9
Other International Base Rates
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Dedicated Outbound Dedicated Outbound Ext. Switched Outbound
Country City Code Std Disc Econ Std Disc Econ Std Disc Econ
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBANIA 355 0.212 0.212 0.212 0.232 0.232 0.232 0.272 0.272 0.272
ALGERIA 213 0.230 0.230 0.230 0.250 0.250 0.250 0.290 0.290 0.290
AMERICAN SAMOA 684 0.152 0.152 0.152 0.172 0.172 0.172 0.212 0.212 0.212
ANDORRA 376 0.144 0.144 0.144 0.164 0.164 0.164 0.204 0.204 0.204
ANGOLA 244 0.179 0.179 0.179 0.199 0.199 0.199 0.239 0.239 0.239
ANGUILLA 264497 0.262 0.262 0.262 0.282 0.282 0.282 0.322 0.322 0.322
ANTIGUA 268460 0.390 0.390 0.390 0.410 0.410 0.410 0.450 0.450 0.450
ARGENTINA 540 0.260 0.260 0.260 0.280 0.280 0.280 0.320 0.320 0.320
ARMENIA 374 0.450 0.450 0.450 0.470 0.470 0.470 0.510 0.510 0.510
ARUBA 297 0.347 0.347 0.347 0.367 0.367 0.367 0.407 0.407 0.407
ASCENSION ISLANDS 247 0.538 0.538 0.538 0.558 0.558 0.558 0.598 0.598 0.598
AUSTRALIA(2) 610 0.052 0.052 0.052 0.072 0.072 0.072 0.112 0.112 0.112
AUSTRALIA ExT 672 0.377 0.377 0.377 0.397 0.397 0.397 0.437 0.437 0.437
AUSTRIA 430 0.073 0.073 0.073 0.093 0.093 0.093 0.133 0.133 0.133
AZERBAIJAN 994 0.286 0.286 0.286 0.306 0.306 0.306 0.346 0.346 0.346
B. VIRGIN ISLAND 284496 0.240 0.240 0.240 0.260 0.260 0.260 0.300 0.300 0.300
BAHAMAS 242321 0.119 0.200 0.200 0.139 0.139 0.139 0.179 0.179 0.179
BAHRAIN 973 0.384 0.384 0.384 0.404 0.404 0.404 0.444 0.444 0.444
BANGLADESH 880 0.563 0.563 0.563 0.583 0.583 0.583 0.623 0.623 0.623
BARBADOS 246228 0.400 0.400 0.400 0.420 0.420 0.420 0.460 0.460 0.460
BELARUS 375 0.318 0.318 0.318 0.338 0.338 0.338 0.378 0.378 0.378
BELGIUM 320 0.073 0.073 0.073 0.093 0.093 0.093 0.133 0.133 0.133
BELIZE 501 0.330 0.330 0.330 0.350 0.350 0.350 0.390 0.390 0.390
BENIN 229 0.388 0.388 0.388 0.408 0.408 0.408 0.448 0.448 0.448
BERMUDA 441231 0.108 0.108 0.108 0.128 0.128 0.128 0.168 0.168 0.168
BHUTAN 975 0.356 0.356 0.356 0.376 0.376 0.376 0.416 0.416 0.416
BOLIVIA 591 0.386 0.386 0.386 0.406 0.406 0.406 0.446 0.446 0.446
BOSNIA/HERZEGOVINA 387 0.242 0.242 0.242 0.262 0.262 0.262 0.302 0.302 0.302
BOTSWANA 267 0.182 0.182 0.182 0.202 0.202 0.202 0.242 0.242 0.242
BRAZIL 550 0.169 0.169 0.169 0.189 0.189 0.189 0.229 0.229 0.229
BRUNEI 673 0.201 0.201 0.201 0.221 0.221 0.221 0.261 0.261 0.261
BULGARIA 359 0.241 0.241 0.241 0.261 0.261 0.261 0.301 0.301 0.301
BURKINA FASO 226 0.420 0.420 0.420 0.440 0.440 0.440 0.480 0.480 0.480
BURMA (MYANMAR) 950 0.547 0.547 0.547 0.567 0.567 0.567 0.607 0.607 0.607
BURUNDI 257 0.345 0.345 0.345 0.365 0.365 0.365 0.405 0.405 0.405
CAMBODIA 855 0.843 0.843 0.843 0.863 0.863 0.863 0.903 0.903 0.903
CAMEROON 237 0.431 0.431 0.431 0.451 0.451 0.451 0.491 0.491 0.491
CAPE VERDE 238 0.348 0.348 0.348 0.368 0.368 0.368 0.408 0.408 0.408
CAYMAN ISLANDS 345945 0.123 0.123 0.123 0.143 0.143 0.143 0.183 0.183 0.183
CENTRAL AFRICA 236 0.397 0.397 0.397 0.417 0.417 0.417 0.457 0.457 0.457
CHAD REP. 235 2.127 2.127 2.127 2.147 2.147 2.147 2.187 2.187 2.187
CHILE no audiotext *1) 560 0.147 0.147 0.147 0.167 0.167 0.167 0.207 0.207 0.207
CHINA 860 0.179 0.179 0.179 0.199 0.199 0.199 0.239 0.239 0.239
COLOMBIA 570 0.254 0.254 0.254 0.274 0.274 0.274 0.314 0.314 0.314
CONGO REP 242 0.451 0.451 0.451 0.471 0.471 0.471 0.511 0.511 0.511
COOK ISLANDS 682 0.651 0.651 0.651 0.671 0.671 0.671 0.711 0.711 0.711
COSTA RICA 506 0.224 0.224 0.224 0.244 0.244 0.244 0.284 0.284 0.284
CROATIA 384 0.242 0.242 0.242 0.262 0.262 0.262 0.302 0.302 0.302
CUBA 530 0.660 0.660 0.660 0.680 0.680 0.680 0.720 0.720 0.720
CYPRUS 357 0.187 0.187 0.187 0.207 0.207 0.207 0.247 0.247 0.247
CZECH REPUBLIC 420 0.150 0.150 0.150 0.170 0.170 0.170 0.210 0.210 0.210
DENMARK 450 0.066 0.066 0.066 0.086 0.086 0.086 0.126 0.126 0.126
DIEGO GARCIA 246 0.318 0.318 0.318 0.338 0.338 0.338 0.378 0.378 0.378
DJIBOUTI 253 0.494 0.494 0.494 0.514 0.514 0.514 0.554 0.554 0.554
DOMINICA 767445 0.432 0.432 0.432 0.452 0.452 0.452 0.492 0.492 0.492
DOMINICAN REPUBLIC no audiotext *1) 809220 0.149 0.149 0.149 0.169 0.169 0.169 0.209 0.209 0.209
ECUADOR 593 0.369 0.369 0.369 0.389 0.389 0.389 0.429 0.429 0.429
EGYPT REP. 200 0.461 0.461 0.461 0.481 0.481 0.481 0.521 0.521 0.521
EL SALVADOR 503 0.197 0.197 0.197 0.217 0.217 0.217 0.257 0.257 0.257
EQUATORIAL GUINEA 240 0.504 0.504 0.504 0.524 0.524 0.524 0.564 0.564 0.564
ERITREA 291 0.668 0.668 0.668 0.688 0.688 0.688 0.728 0.728 0.728
ESTONIA 372 0.180 0.180 0.180 0.200 0.200 0.200 0.240 0.240 0.240
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
23
<PAGE>
Attachment C - 10
Other International Base Rates
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Dedicated Outbound Dedicated Outbound Ext. Switched Outbound
Country City Code Std Disc Econ Std Disc Econ Std Disc Econ
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ETHIOPIA 251 0.846 0.846 0.846 0.866 0.866 0.866 0.906 0.906 0.906
FAEROE ISLANDS 298 0.232 0.232 0.232 0.252 0.252 0.252 0.292 0.292 0.292
FALKLAND ISLANDS 500 0.853 0.853 0.853 0.873 0.873 0.873 0.913 0.913 0.913
FIJI 679 0.484 0.484 0.484 0.504 0.504 0.504 0.544 0.544 0.544
FINLAND 358 0.075 0.075 0.075 0.095 0.095 0.095 0.135 0.135 0.135
FRANCE 330 0.073 0.073 0.073 0.093 0.093 0.093 0.133 0.133 0.133
FRENCH ANTILLES/GUADELOUPE 596 0.232 0.232 0.232 0.252 0.252 0.252 0.292 0.292 0.292
FRENCH GUIANA 594 0.241 0.241 0.241 0.261 0.261 0.261 0.301 0.301 0.301
FRENCH POLYNESIA 689 0.363 0.363 0.363 0.383 0.383 0.383 0.423 0.423 0.423
GABON REP. 241 0.303 0.303 0.303 0.323 0.323 0.323 0.363 0.363 0.363
GAMBIA 220 0.327 0.327 0.327 0.347 0.347 0.347 0.387 0.387 0.387
GEORGIA 995 0.296 0.296 0.296 0.316 0.316 0.316 0.356 0.356 0.356
GERMANY 490 0.071 0.071 0.071 0.091 0.091 0.091 0.131 0.131 0.131
GHANA 233 0.357 0.357 0.357 0.377 0.377 0.377 0.417 0.417 0.417
GIBRALTAR 350 0.166 0.166 0.166 0.186 0.186 0.186 0.226 0.226 0.226
GRANDTURK TC 649941 0.314 0.314 0.314 0.334 0.334 0.334 0.374 0.374 0.374
GREECE 300 0.158 0.158 0.158 0.178 0.178 0.178 0.218 0.218 0.218
GREENLAND 299 0.260 0.260 0.260 0.280 0.280 0.280 0.320 0.320 0.320
GRENADA 473440 0.447 0.447 0.447 0.467 0.467 0.467 0.507 0.507 0.507
GUANTANAMO BAY 539 1.092 1.092 1.092 1.112 1.112 1.112 1.152 1.152 1.152
GUATEMALA 502 0.331 0.331 0.331 0.351 0.351 0.351 0.391 0.391 0.391
GUINEA BISSAU 245 0.436 0.436 0.436 0.456 0.456 0.456 0.496 0.496 0.496
GUINEA REP. 224 0.280 0.280 0.280 0.300 0.300 0.300 0.340 0.340 0.340
GUYANA 592 0.514 0.514 0.514 0.534 0.534 0.534 0.574 0.574 0.574
HAITI 509 0.554 0.554 0.554 0.574 0.574 0.574 0.614 0.614 0.614
HONDURAS 504 0.495 0.495 0.495 0.515 0.515 0.515 0.555 0.555 0.555
HONG KONG 852 0.051 0.051 0.051 0.071 0.071 0.071 0.111 0.111 0.111
HUNGARY 360 0.145 0.145 0.145 0.165 0.165 0.165 0.205 0.205 0.205
ICELAND 354 0.101 0.101 0.101 0.121 0.121 0.121 0.161 0.161 0.161
INDIA 910 0.574 0.574 0.574 0.594 0.594 0.594 0.634 0.634 0.634
INDONESIA 620 0.289 0.289 0.289 0.309 0.309 0.309 0.349 0.349 0.349
IRAN 980 0.578 0.578 0.578 0.598 0.598 0.598 0.638 0.638 0.638
IRAQ 964 0.919 0.919 0.919 0.939 0.939 0.939 0.979 0.979 0.979
IRELAND 353 0.061 0.061 0.061 0.081 0.081 0.081 0.121 0.121 0.121
IRIDIUM 881 6.000 6.000 6.000 6.000 6.000 6.000 6.000 6.000 6.000
ISRAEL 972 0.150 0.150 0.150 0.170 0.170 0.170 0.210 0.210 0.210
ITALY 390 0.074 0.074 0.074 0.094 0.094 0.094 0.134 0.134 0.134
IVORY COAST 225 0.611 0.611 0.611 0.631 0.631 0.631 0.671 0.671 0.671
JAMAICA 876955 0.541 0.541 0.541 0.561 0.561 0.561 0.601 0.601 0.601
JAPAN(2) 810 0.051 0.051 0.051 0.071 0.071 0.071 0.111 0.111 0.111
JORDAN 962 0.414 0.414 0.414 0.434 0.434 0.434 0.474 0.474 0.474
KAZAKHSTAN 732 0.352 0.352 0.352 0.372 0.372 0.372 0.412 0.412 0.412
KENYA 254 0.483 0.483 0.483 0.503 0.503 0.503 0.543 0.543 0.543
KIRIBATI 686 0.525 0.525 0.525 0.545 0.545 0.545 0.585 0.585 0.585
KOREA (SOUTH) 820 0.121 0.121 0.121 0.141 0.141 0.141 0.181 0.181 0.181
KUWAIT 965 0.549 0.549 0.549 0.569 0.569 0.569 0.609 0.609 0.609
KYRGYZSTAN 996 0.374 0.374 0.374 0.394 0.394 0.394 0.434 0.434 0.434
LAOS 856 0.536 0.536 0.536 0.556 0.556 0.556 0.596 0.596 0.596
LATVIA 371 0.236 0.236 0.236 0.256 0.256 0.256 0.296 0.296 0.296
LEBANON 961 0.442 0.442 0.442 0.462 0.462 0.462 0.502 0.502 0.502
LESOTHO 266 0.254 0.254 0.254 0.274 0.274 0.274 0.314 0.314 0.314
LIBERIA 231 0.288 0.288 0.288 0.308 0.308 0.308 0.348 0.348 0.348
LIBYA 218 0.242 0.242 0.242 0.262 0.262 0.262 0.302 0.302 0.302
LITHUANIA 370 0.240 0.240 0.240 0.260 0.260 0.260 0.300 0.300 0.300
LUXEMBOURG 352 0.078 0.078 0.078 0.098 0.098 0.098 0.138 0.138 0.138
MACAO 853 0.134 0.134 0.134 0.154 0.154 0.154 0.194 0.194 0.194
MACEDONIA 389 0.273 0.273 0.273 0.293 0.293 0.293 0.333 0.333 0.333
MADAGASCAR 261 2.072 2.072 2.072 2.092 2.092 2.092 2.132 2.132 2.132
MALAWI 265 0.225 0.225 0.225 0.245 0.245 0.245 0.285 0.285 0.285
MALAYSIA 600 0.393 0.393 0.393 0.413 0.413 0.413 0.453 0.453 0.453
MALDIVES 960 0.463 0.463 0.463 0.483 0.483 0.483 0.523 0.523 0.523
MALI 223 0.535 0.535 0.535 0.555 0.555 0.555 0.595 0.595 0.595
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
24
<PAGE>
Attachment C - 11
Other International Base Rates
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Dedicated Outbound Dedicated Outbound Ext. Switched Outbound
Country City Code Std Disc Econ Std Disc Econ Std Disc Econ
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MALTA REP. 356 0.144 0.144 0.144 0.164 0.164 0.164 0.204 0.204 0.204
MARSHALL ISLANDS 692 0.284 0.284 0.284 0.304 0.304 0.304 0.344 0.344 0.344
MAURITANIA 222 0.425 0.425 0.425 0.445 0.445 0.445 0.485 0.485 0.485
MAURITIUS 230 0.512 0.512 0.512 0.532 0.532 0.532 0.572 0.572 0.572
MAYOTTE ISLAND 269 0.281 0.281 0.231 0.301 0.301 0.301 0.341 0.341 0.341
MICRONESIA 691 0.459 0.459 0.459 0.479 0.479 0.479 0.519 0.519 0.519
MOLDOVA 373 0.266 0.266 0.266 0.286 0.286 0.286 0.326 0.326 0.326
MONACO 377 0.099 0.099 0.099 0.119 0.119 0.119 0.159 0.159 0.159
MONGOLIA 976 0.556 0.556 0.556 0.576 0.576 0.576 0.616 0.616 0.616
MONTSERRAT 664491 0.438 0.438 0.438 0.458 0.458 0.458 0.498 0.498 0.498
MOROCCO 210 0.305 0.305 0.305 0.325 0.325 0.325 0.365 0.365 0.365
MOZAMBIQUE 258 0.272 0.272 0.272 0.292 0.292 0.292 0.332 0.332 0.332
NAMIBIA 264 0.204 0.204 0.204 0.224 0.224 0.224 0.264 0.264 0.264
NAURU 674 0.558 0.558 0.558 0.578 0.578 0.578 0.618 0.618 0.618
NEPAL 977 0.559 0.559 0.559 0.579 0.579 0.579 0.619 0.619 0.619
NETHERLANDS 310 0.047 0.047 0.047 0.067 0.067 0.067 0.107 0.107 0.107
NETHERLANDS ANT. 599 0.182 0.182 0.182 0.202 0.202 0.202 0.242 0.242 0.242
NEVIS ISLAND 869469 0.571 0.571 0.571 0.591 0.591 0.591 0.631 0.631 0.631
NEW CALEDONIA 687 0.484 0.484 0.484 0.504 0.504 0.504 0.544 0.544 0.544
NEW ZEALAND 640 0.080 0.080 0.080 0.100 0.100 0.100 0.140 0.140 0.140
NICARAGUA 505 0.339 0.339 0.339 0.359 0.359 0.359 0.399 0.399 0.399
NIGER REP. 227 0.402 0.402 0.402 0.422 0.422 0.422 0.462 0.462 0.462
NIGERIA 234 0.549 0.549 0.549 0.569 0.569 0.569 0.609 0.609 0.609
NIUE ISLANDS 683 1.114 1.114 1.114 1.134 1.134 1.134 1.174 1.174 1.174
NORTH KOREA 850 0.409 0.409 0.409 0.429 0.429 0.429 0.469 0.469 0.469
NORWAY 470 0.062 0.062 0.062 0.082 0.082 0.082 0.122 0.122 0.122
OCEAN ATLANTIC E 871 4.651 4.651 4.651 4.671 4.671 4.671 4.711 4.711 4.711
OCEAN ATLANTIC W 874 4.651 4.651 4.651 4.671 4.671 4.671 4.711 4.711 4.711
OCEAN INDIAN 873 4.651 4.651 4.651 4.671 4.671 4.671 4.711 4.711 4.711
OCEAN PACIFIC 872 4.651 4.651 4.651 4.671 4.671 4.671 4.711 4.711 4.711
OMAN 968 0.463 0.463 0.463 0.483 0.483 0.483 0.523 0.523 0.523
PAKISTAN 920 0.586 0.586 0.586 0.606 0.606 0.606 0.646 0.646 0.646
PALAU REP. 680 0.201 0.201 0.201 0.221 0.221 0.221 0.261 0.261 0.261
PANAMA 507 0.314 0.314 0.314 0.334 0.334 0.334 0.374 0.374 0.374
PAPUA N. GUINEA 675 0.609 0.609 0.609 0.629 0.629 0.629 0.669 0.669 0.669
PARAGUAY 595 0.385 0.385 0.385 0.405 0.405 0.405 0.445 0.445 0.445
PERU 510 0.335 0.335 0.335 0.355 0.355 0.355 0.395 0.395 0.395
PHILIPPINES 630 0.248 0.248 0.248 0.268 0.268 0.268 0.308 0.308 0.308
POLISH REP. 480 0.187 0.187 0.187 0.207 0.207 0.207 0.247 0.247 0.247
PORTUGAL 351 0.141 0.141 0.141 0.161 0.161 0.161 0.201 0.201 0.201
QATAR 974 0.332 0.332 0.332 0.352 0.352 0.352 0.392 0.392 0.392
REUNION ISLAND 262 0.230 0.230 0.230 0.250 0.250 0.250 0.290 0.290 0.290
ROMANIA 400 0.295 0.295 0.295 0.315 0.315 0.315 0.355 0.355 0.355
RUSSIA 700 0.150 0.150 0.150 0.170 0.170 0.170 0.210 0.210 0.210
RWANDA REP. 250 0.561 0.561 0.561 0.581 0.581 0.581 0.621 0.621 0.621
SAN MARINO 378 0.169 0.169 0.169 0.189 0.189 0.189 0.229 0.229 0.229
SAO TOME 239 0.756 0.756 0.756 0.776 0.776 0.776 0.816 0.816 0.816
SAUDI ARABIA 966 0.509 0.509 0.509 0.529 0.529 0.529 0.569 0.569 0.569
SENEGAL 221 0.558 0.558 0.558 0.578 0.578 0.578 0.618 0.618 0.618
SEYCHELLES 248 0.575 0.575 0.575 0.595 0.595 0.595 0.635 0.635 0.635
SIERRA LEONE 232 0.703 0.703 0.703 0.723 0.723 0.723 0.763 0.763 0.763
SINGAPORE 650 0.124 0.124 0.124 0.144 0.144 0.144 0.184 0.184 0.184
SLOVAKIA 421 0.190 0.190 0.190 0.210 0.210 0.210 0.250 0.250 0.250
SLOVENIA 386 0.187 0.187 0.187 0.207 0.207 0.207 0.247 0.247 0.247
SOLOMON ISLANDS 677 0.530 0.530 0.530 0.550 0.550 0.550 0.590 0.590 0.590
SOMALIA 252 0.505 0.505 0.505 0.525 0.525 0.525 0.565 0.565 0.565
SOUTH AFRICA REP. 270 0.303 0.303 0.303 0.323 0.323 0.323 0.363 0.363 0.363
SPAIN "2) 340 0.101 0.101 0.101 0.121 0.121 0.121 0.161 0.161 0.161
SRI LANKA 940 0.484 0.484 0.484 0.504 0.504 0.504 0.544 0.544 0.544
ST. HELENA 290 0.607 0.607 0.607 0.627 0.627 0.627 0.667 0.667 0.667
ST. KITTS 869465 0.304 0.304 0.304 0.324 0.324 0.324 0.364 0.364 0.364
ST. LUCIA 758450 0.374 0.374 0.374 0.394 0.394 0.394 0.434 0.434 0.434
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
25
<PAGE>
Attachment C - 12
Other International Base Rates
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Dedicated Outbound Dedicated Outbound Ext. Switched Outbound
Country City Code Std Disc Econ Std Disc Econ Std Disc Econ
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ST. PIERRE 508 0.083 0.083 0.083 0.103 0.103 0.103 0.143 0.143 0.143
ST. VINCENT 784456 0.405 0.405 0.405 0.425 0.425 0.425 0.465 0.465 0.465
SUDAN REP. 249 0.295 0.295 0.295 0.315 0.315 0.315 0.355 0.355 0.355
SURINAME 597 0.546 0.546 0.546 0.566 0.566 0.566 0.606 0.606 0.606
SWAZILAND 268 0.180 0.180 0.180 0.200 0.200 0.200 0.240 0.240 0.240
SWEDEN 460 0.060 0.060 0.060 0.080 0.080 0.080 0.120 0.120 0.120
SWITZERLAND 410 0.071 0.071 0.071 0.091 0.091 0.091 0.131 0.131 0.131
SYRIA REP. 963 0.639 0.639 0.639 0.659 0.659 0.659 0.699 0.699 0.699
TAIWAN 886 0.105 0.105 0.105 0.125 0.125 0.125 0.165 0.165 0.165
TAJlKISTAN 992 0.301 0.301 0.301 0.321 0.321 0.321 0.361 0.361 0.361
TANZANIA 255 0.331 0.331 0.331 0.351 0.351 0.351 0.391 0.391 0.391
THAILAND 660 0.248 0.248 0.248 0.268 0.268 0.268 0.308 0.308 0.308
TOGO REP. 228 0.552 0.552 0.552 0.572 0.572 0.572 0.612 0.612 0.612
TONGA KGDM. 676 0.609 0.609 0.609 0.629 0.629 0.629 0.669 0.669 0.669
TRINIDAD 868622 0.353 0.353 0.353 0.373 0.373 0.373 0.413 0.413 0.413
TUNISIA 216 0.317 0.317 0.317 0.337 0.337 0.337 0.377 0.377 0.377
TURKEY 900 0.290 0.290 0.290 0.310 0.310 0.310 0.350 0.350 0.350
TURKMENISTAN 933 0.400 0.400 0.400 0.420 0.420 0.420 0.460 0.460 0.460
TUVALU 688 0.640 0.640 0.640 0.660 0.660 0.660 0.700 0.700 0.700
U A EMIRAT 971 0.238 0.238 0.238 0.258 0.258 0.258 0.298 0.298 0.298
UGANDA 256 0.281 0.281 0.281 0.301 0.301 0.301 0.341 0.341 0.341
UKRAINE 285 0.235 0.235 0.235 0.255 0.255 0.255 0.295 0.295 0.295
UNITED KINGDOM 440 0.047 0.047 0.047 0.067 0.067 0.06? 0.107 0.107 0.107
URUGUAY 598 0.291 0.291 0.291 0.311 0.311 0.311 0.351 0.351 0.351
UZBEKISTAN 998 0.397 0.397 0.397 0.417 0.417 0.417 0.457 0.457 0.457
VANUATU 6768 2.368 2.368 2.368 2.388 2.388 2.388 2.428 2.428 2.428
VENEZUELA 580 0.338 0.338 0.338 0.358 0.358 0.358 0.398 0.398 0.398
VIETNAM 840 0.704 0.704 0.704 0.724 0.724 0.724 0.764 0.764 0.764
WALLIS ISL 681 0.335 0.335 0.335 0.355 0.355 0.355 0.395 0.395 0.395
WESTERN SAMOA 685 0.434 0.434 0.434 0.454 0.454 0.454 0.494 0.494 0.494
YEMEN 969 0.639 0.639 0.639 0.659 0.659 0.659 0.699 0.699 0.699
YUGOSLAVIA 381 0.230 0.230 0.230 0.250 0.250 0.250 0.290 0.2% 0.290
ZAIRE REP. 243 0.497 0.497 0.497 0.517 0.517 0.517 0.557 0.557 0.557
ZAMBIA 260 0.389 0.389 0.389 0.409 0.409 0.409 0.449 0.449 0.449
ZIMBABWE 263 0.288 0.288 0.288 0.308 0.308 0.308 0.348 0.348 0.348
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Country Dedicated Outbound Dedicated Outbound Ext. Switched Outbound
Country Code Std Disc Econ Std Disc Econ Std Disc Econ
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AUSTRALIA Mobile N/A 0.339 0.339 0.339 0.359 0.359 0.359 0.399 0.399 0.399
AUSTRIA Mobile N/A 0.443 0.443 0.443 0.463 0.463 0.463 0.503 0.503 0.503
BELGIUM Mobile N/A 0.465 0.465 0.465 0.485 0.485 0.485 0.525 0.525 0.525
BRAZIL Mobile N/A 0.402 0.402 0.402 0.422 0.422 0.422 0.462 0.462 0.462
DENMARK Mobile N/A 0.204 0.204 0.204 0.224 0.224 0.224 0.264 0.264 0.264
FINLAND Mobile N/A 0.260 0.260 0.260 0.280 0.280 0.280 0.320 0.320 0.320
FRANCE Mobile N/A 0.371 0.371 0.371 0.391 0.391 0.391 0.431 0.431 0.431
GERMANY Mobile N/A 0.240 0.240 0.240 0.260 0.260 0.260 0.300 0.300 0.300
IRELAND Mobile N/A 0.362 0.362 0.362 0.382 0.382 0.382 0.422 0.422 0.422
ISRAEL Mobile N/A 0.602 0.602 0.602 0.622 0.622 0.622 0.662 0.662 0.662
ITALY Mobile N/A 0.567 0.567 0.567 0.587 0.587 0.587 0.627 0.627 0.627
JAPAN Mobile N/A 0.312 0.312 0.312 0.332 0.332 0.332 0.372 0.372 0.372
LEBANON Mobile N/A 0.863 0.863 0.863 0.883 0.883 0.883 0.923 0.923 0.923
LUXEMBOURG Mobile N/A 0.483 0.483 0.483 0.503 0.503 0.503 0.543 0.543 0.543
NETHERLANDS Mobile N/A 0.470 0.470 0.470 0.490 0.490 0.490 0.530 0.530 0.530
NEW ZEALAND Mobile N/A 0.318 0.318 0.318 0.338 0.338 0.338 0.378 0.378 0.378
NORWAY Mobile N/A 0.261 0.261 0.261 0.281 0.281 0.281 0.321 0.321 0.321
PORTUGAL Mobile N/A 0.371 0.371 0.371 0.391 0.391 0.391 0.431 0.431 0.431
SPAIN Mobile N/A 0.405 0.405 0.405 0.425 0.425 0.425 0.465 0.465 0.465
SWEDEN Mobile N/A 0.257 0.257 0.257 0.277 0.277 0.277 0.317 0.317 0.317
SWITZERLAND Mobile N/A 0.449 0.449 0.449 0.469 0.469 0.469 0.509 0.509 0.509
UNITED KINGDOM Mobile N/A 0.471 0.471 0.471 0.491 0.491 0.491 0.531 0.531 0.531
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
26
<PAGE>
Attachment C - 13
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Numbering Dedicated Outbound Dedicated Outbound Ext. Switched Outbound
Country Plans Std Disc Econ Std Disc Econ Std Disc Econ
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
235-24 thru
CHAD Audio Text 25 3.450 3.450 3.450 3.470 3.470 3.470 3.510 3.510 3.510
CHILE Audio Text 56-00 0.470 0.470 0.470 0.490 0.490 0.490 0.530 0.530 0.530
56-11 thru
CHILE Audio Text 56-19 0.270 0.270 0.270 0.290 0.290 0.290 0.330 0.330 0.330
CHILE Audio Text 56-299 0.270 0.270 0.270 0.290 0.290 0.2% 0.330 0.330 0.330
COOK ISLAND Audio Text 682-6 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
DOMINICAN Audio Text - 0.460 0.460 0.460 0.480 0.480 0.480 0.520 0.520 0.520
FIJI Audio Text 679-13 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
MADAGASCAR Audio Text - 3.450 3.450 3.450 3.470 3.470 3.470 3.510 3.510 3.510
MALDIVES Audio Text 960-95 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
MOLDOVA Audio Text - 3.450 3.450 3.450 3.470 3.470 3.470 3.510 3.510 3.510
NAURU Audio Text 674-8 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
683-2/
NIUE Audio Text 683-5 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
683-6
NIUE Audio Text thru 9 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
PAPUA NEW GUINEA Audio Text 675-20 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
SAO TOME Audio Text - 3.450 3.450 3.450 3.470 3.470 3.470 3.510 3.510 3.510
677-1/
SOLOMON ISLANDS Audio Text 677-8 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
690-5 thru
TOKELAU Audio Text 690-8 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
TONGA Audio Text 676-9 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
TRINIDAD Audio Text - 3.450 3.450 3.450 3.470 3.470 3.470 3.510 3.510 3.510
TUVALA Audio Text 688-6 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
VANUATU Audio Text 678-7 3.480 3.480 3.480 3.500 3.500 3.500 3.540 3.540 3.540
</TABLE>
For Bahamas, Std is defined as 8:00 AM to 11:00 PM local time in the originating
city.
For Bahamas, Disc and Econ are defined as 11:00 PM to 8:00 AM local time in the
originating city.
For Saudi Arabia, Std is defined as 8:00 AM to 6:00 PM and 12:00 AM to 4:00 AM
local time in the originating city.
For Saudi Arabia, Disc and Econ are defined as 6:00 PM to 12:00 AM and 4:00 AM
to 8:00 AM local time in the originating city.
For United A.E., Std is defined as 9:00 AM to 12:00 AM local time in the
originating city.
For United A.E., Disc and Econ are defined as 12:00 AM to 9:00 AM local time in
the originating city.
*1) Audio text traffic will incur an additional 15 cent per minute surcharge.
The NPAs for which this audio text traffic surcharge will apply are listed in
Attachment C entitled "Numbering Plans for Cellular Traffic and Audio Text
Traffic"
*2) Notwithstanding the foregoing rate table, if over 5% of Customer's Direct
traffic to this country terminates to a cellular Numbering Plan in any month,
Customer will pay a $0.100 per minute surcharge for all minutes of Direct
traffic to this country.
The Numbering Plans for cellular traffic are listed in Attachment C entitled
"Numbering Plans for Cellular Traffic and Audio Text Traffic"
Proprietary Information
RESTRICTED
27
<PAGE>
Attachment C - 14
Numbering Plans for Cellular and Audio Text Traffic
The cellular numbers listed below may not be inclusive of all cellular prefixes
to the countries listed due to constant changes within the international
marketplace. Other prefixes not listed that are determined to be for cellular
traffic, will also charged a separate rate for that cellular traffic.
Numbering Plan for cellular traffic to Australia:
61-407; 61-408; 61-409; 61-417; 61-418; 61-419; 61-140; 61-142; 61-143; 61-144;
61-146; 61-148; 61-149; 61-151; 61-152; 61-153; 61-154; 61-155; 61-156; 61-157;
61-158; 61-159; 61-171; 61-178; 61-179; 61-18; 61-19 61-1451; 61-1452; 61-1453;
61-15; 61-172; 61-173; 61-174; 61-177; 61-178; 61-179; 61-(191-199)
61-(401-403); 61-(407-409); 61- (4101-4109); 61-(411-419); 61(427-429); 61-500
61 789digits; 61 1489digits; 61 158digits; 61 178digits; 61 188digits; 61
1989digits; 61 409digits; 61 429 digits; 61 1452 XXXXX; 61 1453 XXXXX
Numbering Plan for cellular traffic to Austria:
43-663; 43-664; 43-666; 43-676; 43-699
Numbering Plan for cellular traffic to the Belgium:
32-17; 32-45; 32-476; 32-477; 32-478; 32-486; 32-495; 496; 32-706; 32-75
Numbering Plan for cellular traffic to the Brazil:
55-119; 55-129; 55-139; 55-149; 55-159; 55-179; 55-189; 55-199; 55-219; 55-249;
55-279; 55-319; 55-329; 55-339; 55-349; 55-359; 55-379; 55-389; 55-419; 55-429;
55-439; 55-449; 55-459; 55-469; 55-479; 55-489; 55-499; 55-519; 55-539; 55-549;
55-559; 55-619; 55-629; 55-539; 55-659; 55-679; 55-689; 55-699; 55-719; 55-739;
55-749; 55-759; 55-779; 55-799; 55-819; 55-829; 55-839; 55-849; 55-859; 55-869;
55-889; 55-919; 55-929; 55-959; 55-969; 55-989
Numbering Plan for cellular traffic to the China:
86-10; 86-1390; 86-1380; 86-1370; 86-1360; 86-1350; 86-21: 86-1300; 86-1301:
86-1330
Numbering Plan for cellular traffic to the Denmark:
45-(201-209); 45-(211-219); 45-(221-229); 45-(231-239);
45-(241-249);45-(251-259); 45-(261-269) 45-(271-279); 45-(281-289);
45-(3010-3018); 45-302; 45-303; 45-304; 45-(3050-3059); 45-306; 45-3070-3074;
45-308; 45-3090; 45-3510; 45-3511; 45-(401-409); 45-(501-503) 45-(5050-5054)
Numbering Plan for cellular traffic to the Finland:
358-46; 358-41; 358-42; 358-43; 35-844; 358-45; 358-46; 358-47; 358-48; 358-49;
358-50; 358-40
Numbering Plan for cellular traffic to France:
33-603; 33-(606-620); 33-638; 33-640; 33-(660-663); 33-(669-680); 33-804
Numbering Plan for cellular traffic to Germany:
49-171; 49-172; 49-173; 49-174; 49-175; 49-176; 49-178; 49-177; 49-179; 49-161;
49-170
Numbering Plan for cellular traffic to Hong Kong:
852-(601-609); 852-(61-69); 602; 852-699; 852-901; 852-989; 852-(901-909);
852-(91-98)
Numbering Plan for cellular traffic to Ireland:
353-82; 353-86-89
Numbering Plan for cellular traffic to Israel; 972-50; 972-51; 972-52; 972-53;
972-54; 972-55; 972-59; 972-58
Numbering Plan for cellular traffic to Italy:
39-330; 39-335; 39-336; 39-337; 39-338; 39-339; 39-360; 39-368; 39-347-399;
39-470-499; 39-600-609; 39-680-689: 39-168; 39-328; 39-329; 39-333, 39-334;
39-348; 39-349
Numbering Plan for cellular traffic to Japan.
81-70; 81-90
Proprietary Information
RESTRICTED
28
<PAGE>
Attachment C - 15
Numbering Plans for Cellular and Audio Text Traffic
Numbering Plan for cellular traffic to Lebanon: 961-3
Numbering Plan for cellular traffic to Luxembourg:
352 - 091; 352 - 098; 352 - 021; 352 - 028
Numbering Plan for cellular traffic to Netherlands:
31-62 0; 31-62 1; 31-62 2; 31-62 4; 31-62 6; 31-62 8; 31-65 0; 31-65 1; 31-65 2;
31-65 3; 31-65 4; 31-65 5; 31-62 3; 31-62 4; 31-62 5; 31-61 0; 31-61 6; 31-62 5;
31-62 7; 31-62 8; 31-62 9
Numbering Plan for cellular traffic to New Zealand:
64-20; 64-21; 64-25; 64-25; 64-26; 64-29
Numbering Plan for cellular traffic to Norway:
47-9
Numbering Plan for cellular traffic to Portugal:
351-501; 351-601; 351-676; 351-91998; 351-97990; 351-931; 351-933; 351-936;
351-941-944; 351-9676; 351-6981; 351-91; 351-91990; 351-93
Numbering Plan for cellular traffic to Spain:
34-606; 34-607; 34-608; 34-609; 34-610; 34-616; 34-617; 34-619; 34-629; 34-630;
34-639; 34-649; 34-689; 34-670; 34-63; 34-676; 34-646; 34-686; 34-696; 34-600;
34-666; 34- 667; 34-677; 34-654; 34-565; 34-600; 34-626; 34-627; 34-636; 34-646;
34-(654-656); 34-666; 34-670; 34-676; 34-678; 34-686; 34-687; 34-696
Numbering Plan for cellular traffic to Sweden:
46-10; 46-(702-709); 46-730; 46-739
Numbering Plan for cellular traffic to Switzerland:
41-40; 41-74; 41-(76-79); 41-50; 41-90
Numbering Plan for cellular traffic to Taiwan:
886-60; 886-70; 886-(90-93); 886-(94-95); 886-96
Numbering Plan for cellular traffic to the United Kingdom:
44-370; 44-378; 44-401; 44-402; 44-403; 44-408; 44-410; 44-411; 44-441; 44-448;
44-456; 44-462; 44-468; 44-498; 44-585; 44-589; 44-777; 44-779; 44-795; 44-796;
44-797; 44-802; 44-831; 44-836; 44-850; 44-860; 44-956; 44-958; 44-961; 44-966;
44-973; 44-976; 44-979; 44-3740; 44-3741; 44-3742; 44-3744; 44-3746; 44-3747;
44-3748; 44-3749; 44-3850; 44-3851; 44-3852; 44-3853; 44-3855; 44-3857; 44-3858;
44-3859; 44-4210; 44-4212; 44-4213; 44-4214; 44-4215; 44-4216; 44-4217; 44-4218;
44-4219; 44-4671; 44-4672; 44-4673; 44-4674; 44-4675; 44-4676; 44-4677; 44-4678;
44-4679; 44-7953; 44-7956; 44-79 44-7958; 44-7961; 44-7970; 44-7971; 45-8362;
46-8363; 48-8365; 49-8366; 50-8367; 44-9560; 44-9561; 44-9562; 44-9563; 44-9564;
44-9565; 44-9566; 44-9544-9569; 44-9582; 44-9583; 44-9584; 44-9585; 44-9586;
44-9587; 44-9588; 44-9589; 44-3; 44-4; 44-5; 44-6; 44-7; 44-8; 44-9; 44-990;
44-4211; 44-4481; 44-4560; 44-4561; 44-4624; 44-7050; 44-7623; 44-7624; 44-7625;
44-7626; 44-7712; 44-7713; 44-7714; 44-7747; 44-7767; 44-7768; 44-7770; 44-7771;
44-7774; 44-7775; 44-7778 44-7781; 44-7785; 44-7788; 44-7797; 44-7798;
44-78004-7801; 44-7802; 44-7803; 44-7808; 44-7809; 44-7831; 44-7836; 4-7850;
44-7860; 44-7880; 44-7885; 44-7887; 44-7889; 44-7899; 44-7901; 44-7930; 44-7931;
44-7932; 44-7966; 44-7967; 44-7973; 44-7974; 44-7976; 44-7977; 44-7979; 44-7990;
44-8362; 44-8363; 44-8364; 44-8365; 44-8366; 44-8367; 44-9797; 44-76020;
44-77007; 44-77050; 44-77090; 44-77177; 44-77332; 477342; 44-77356; 44-7742;
44-77443; 44-77552 31620XX XX XX; 31620XX XX XX; 31626XX XX XX; 31628 XX XX XX;
31655XX XX XX 44-77553; 44-77554; 44-77555; 44-77660; 44-77977;
The following NPA's are considered audio text traffic for Chile.
Bell South 56-8-XXXX,
CTC Mundo 56-00-XXXX, 56-21-XXXX
Entel 56-90-XXXX, 56-901-XXXX, 56-91-XXXX, 56-910-XXXX,
Iusatel 56-970-XXXX,
VTR 56-11-XXXX, 56-12-XXXX, 56-13-XXXX, 56-14-XXXX, 56-15-XXXX,
56-16-XXXX, 56-17-XXXX, 56-18-XXXX, 56-299-XXXX,
The following NPA's are considered audio text traffic for the Dominican
Republic.
Tricom 412-0960, 414-1000, 414-1999, 476-0105, 476-0109, 476-1000,
476-0131, 476-1099, 476-1200, 476-1299, 476-1500, 476-1599,
476-1900, 476-1933, 476-1943, 476-1955, 476-1969, 476-1993,
476-1996, 476-1999, 486-1935.
Codetel 474-XXXX, 537-03XX, 537-0899, 540-50XX, 540-51XX, 563-00XX, 563-01XX,
563-03XX, 563-06XX, 563 563-93XX, 563-98XX,
Proprietary Information
RESTRICTED
29
<PAGE>
Attachment C - 16
International Directory Assistance
Base Rates
- - --------------------------------------------------------------------------------
Country Dedicated Outbound Dedicated Outbound Ext Switched Outbound
- - --------------------------------------------------------------------------------
Caribbean $0.75 $0.75 $0.75
ALL $3.00 $3.00 $3.00
- - --------------------------------------------------------------------------------
Base Rates
- - --------------------------------------------------------------------------------
Canada NPA's Dedicated Outbound Dedicated Outbound Ext Switched Outbound
- - --------------------------------------------------------------------------------
ALL $0.75 $0.75 $0.75
- - --------------------------------------------------------------------------------
Directory Assistance rates not eligible for Discounts
Proprietary Information
RESTRICTED
30
<PAGE>
Attachment C-17
Other International Toll Free Service (ITFS - US Inbound)
Base Rates
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
Country City Code Dedicated Toll Free Dedicated Toll Free Ext Switched Toll Free
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ANTIGUA 268460 $0.988 $1.038 $1.088
AUSTRALIA 610 $0.675 $0.725 $0.775
BAHAMAS 242321 $0.750 $0.800 $0.850
BAHRAIN 973 $1.163 $1.213 $1.263
BARBADOS 246228 $1.025 $1.075 $1.125
BELGIUM 320 $0.475 $0.525 $0.575
BERMUDA 441231 $0.800 $0.850 $0.900
BOLIVIA 591 $1.150 $1.200 $1.250
BRAZIL 550 $0.913 $0.963 $1.013
CAYMAN ISLANDS 345945 $0.975 $1.025 $1.075
CHILE 560 $0.738 $0.788 $0.838
CHINA 860 $1.300 $1.350 $1.400
COLOMBIA 570 $1.088 $1.138 $1.138
COSTA RICA 506 $0.775 $0.825 $0.875
CYPRUS 357 $1.200 $1.250 $1.300
DENMARK 450 $0.525 $0.575 $0.625
DOMINICAN REPUBLIC 809220 $0.750 $0.300 $0.850
ECUADOR 593 $0.950 $1.000 $1.050
EGYPT 200 $1.113 $1.163 $1.213
EL SALVADOR 503 $1.025 $1.075 $1.125
FINLAND 358 $0.625 $0.675 $0.725
FRANCE 330 $0.400 $0.450 $0.500
GERMANY 490 $0.425 $0.475 $0.525
GREECE 300 $0.763 $0.813 $0.863
GUATEMALA 502 $1.100 $1.150 $1.200
HAITI 509 $1.263 $1.313 $1.363
HONG KONG 852 $0.813 $0.863 $0.913
HUNGARY 360 $0.950 $1.000 $1.050
INDONESIA 820 $1.175 $1.225 $1.275
IRAQ 964 $2.000 $2.050 $2.100
IRELAND 353 $0.663 $0.713 $0.763
ISRAEL 972 $0.750 $0.800 $0.850
ITALY 390 $0.550 $0.600 $0.650
JAMAICA 376955 $1.163 $1.213 $1.263
JAPAN 810 $0.713 $0.763 $0.813
KOREA (SOUTH) 820 $0.938 $0.988 $1.038
LUXEMBOURG 352 $0.613 $0.663 $0.713
MALAYSIA 600 $0.888 $0.938 $0.988
NETHERLAND ANTIL 599 $0.838 $0.888 $0.938
NETHERLANDS 310 $0.450 $0.500 $0.550
NEW ZEALAND 640 $0.575 $0.625 $0.675
NICARAGUA 505 $1.075 $1.125 $1.175
NORWAY 470 $0.525 $0.575 $0.625
PANAMA 507 $0.900 $0.950 $1.000
PERU 510 $0.875 $0.925 $0.975
PHILIPPINES 630 $0.925 $0.975 $1.025
POLAND 480 $0.713 $0.763 $0.813
PORTUGAL 351 $0.625 $0.675 $0.725
RUSSIA 700 $0.763 $0.813 $0.863
SINGAPORE 650 $0.938 $0.988 $1.038
SOUTH AFRICA 270 $1.113 $1.163 $1.213
SPAIN 340 $0.638 $0.633 $0.738
SWEDEN 460 $0.500 $0.550 $0.600
SWITZERLAND 410 $0.538 $0.588 $0.638
TAIWAN 886 $0.938 $0.988 $1.038
THAILAND 660 $1.125 $1.175 $1.225
TRINIDAD 868622 $1.063 $1.113 $1.163
TURKEY 900 $1.000 $1.050 $1.100
UNITED KINGDOM 440 $0.450 $0.500 $0.550
VENEZUELA 580 $0.850 $0.900 $0.950
- - -------------------------------------------------------------------------------------------------------------------
</TABLE>
Rates and service availability are subject to acceptance of orders for
International Toll Free Service by foreign carriers. Discount 1
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------
Monthly Volume of
ITFS Service Dedicated Toll Free Dedicated Toll Free Ext Switched Toll Free
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0 - $9,999 5.0% 5.0% 0.0%
$10,000 - $19,999 10.0% 10.0% 5.0%
$20,000 - $49,999 15,0% 15.0% 10.0%
$50,000 + 20.0% 20.0% 15.5%
- - ------------------------------------------------------------------------------------------------
</TABLE>
Proprietary Information
RESTRICTED
31
<PAGE>
Attachment D - 1
Interstate Adjustment (Intrastate)
Base Rate
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------
Switched Switched Dedicated Dedicated Dedicated Dedicated
State Outbound Toll Free FONCard Outbound Outbound Ex Toll Free Toll Free Ext
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AK 0.3476 0.3486 0.3886 0.1530 0.1530 0.2940 0.2940
AL 0.0720 0.0730 0.1130 0.0417 0.0417 0.0440 0.0440
AR 0.1057 0.1067 0.1467 0.0592 0.0592 0.0392 0.0392
AZ 0.1346 0.1356 0.1756 0.0803 0.0805 0.0732 0.0732
CAa 0.0470 0.0480 0.0880 0.0345 0.0345 0.0370 0.0370
CA 0.0490 0.0500 0.0900 0.0350 0.0350 0.0375 0.0375
CO 0.1397 0.1407 0.1807 0.0799 0.0799 0.0772 0.0772
CT 0.0640 0.0650 0.1050 0.0427 0.0427 0.0427 0.0427
DE 0.0539 0.0549 0.0949 0.0350 0.0350 0.0376 0.0376
FL 0.1037 0.1047 0.1447 0.0608 0.0608 0.0660 0.0660
GA 0.0837 0.0847 0.1247 0.0518 0.0518 0.0604 0.0604
HI 0.2040 0.2050 0.2450 0.1530 0.1530 0.1530 0.1530
IA 0.1323 0.1333 0.1733 0.0701 0.0701 0.0772 0.0772
ID 0.1882 0.1892 0.2292 0.0829 0.0829 0.0829 0.0829
IL 0.0423 0.0433 0.0833 0.0301 0.0301 0.0315 0.0315
IN 0.0835 0.0845 0.1245 0.0502 0.0502 0.0502 0.0502
KS 0.1221 0.1231 0.1631 0.0653 0.0653 0.0653 0.0653
KY 0.0880 0.0890 0.1290 0.0548 0.0548 0.0548 0.0548
LA 0.0694 0.0704 0.1104 0.0393 0.0393 0.0390 0.0390
MA 0.0750 0.0760 0.1160 0.0561 0.0561 0.0298 0.0298
MD 0.0679 0.0689 0.1089 0.0499 0.0499 0.0499 0.0499
ME 0.2630 0.2640 0.3040 0.1100 0.1100 0.1100 0.1100
MI 0.0731 0.0741 0.1141 0.0363 0.0363 0.0432 0.0432
MN 0.1229 0.1239 0.1639 0.0757 0.0757 0.0617 0.0617
MO 0.1539 0.1549 0.1949 0.0932 0.0932 0.1038 0.1038
MS 0.0839 0.0849 0.1249 0.0446 0.0446 0.0498 0.0498
MT 0.1248 0.1258 0.1658 0.0648 0.0648 0.0714 0.0714
NC 0.1159 0.1169 0.1569 0.0816 0.0816 0.0962 0.0962
ND 0.1836 0.1846 0.2246 0.0931 0.0931 0.1086 0.1086
NE 0.1731 0.1741 0.2141 0.0913 0.0913 0.1027 0.1027
NH 0.0921 0.0931 0.1331 0.0526 0.0526 0.0578 0.0578
NJ 0.0671 0.0681 0.1081 0.0401 0.0401 0.0451 0.0451
NM 0.1832 0.1842 0.2242 0.0928 0.0928 0.1053 0.1053
NV 0.0727 0.0737 0.1137 0.0446 0.0446 0.0466 0.0466
NY 0.0738 0.0748 0.1148 0.0442 0.0442 0.0477 0.0477
OH 0.0634 0.0644 0.1044 0.0410 0.0410 0.0448 0.0448
OK 0.0977 0.0987 0.1387 0.0664 0.0664 0.0664 0.0664
OR 0.0930 0.0940 0.1340 0.0591 0.0591 0.0648 0.0648
PA 0.1108 0.1118 0.1518 0.0588 0.0588 0.0684 0.0684
RI 0.0966 0.0976 0.1376 0.0354 0.0354 0.0780 0.0780
SC 0.1032 0.1042 0.1442 0.0669 0.0669 0.0792 0.0792
SD 0.1498 0.1508 0.1908 0.0817 0.0817 0.0855 0.0855
TN 0.1038 0.1048 0.1448 0.0589 0.0589 0.0589 0.0589
TX 0.1461 0.1471 0.1871 0.0932 0.0932 0.1039 0.1039
UT 0.0961 0.0971 0.1371 0.0576 0.0576 0.0525 0.0525
VA 0.1042 0.1052 0.1452 0.0693 0.0693 0.0693 0.0693
VT 0.1537 0.1547 0.1947 0.0893 0.0893 0.1015 0.1015
WA 0.0993 0.1003 0.1403 0.0607 0.0607 0.0753 0.0753
WI 0.0889 0.0899 0.1299 0.0419 0.0419 0.0419 0.0419
WV 0.1022 0.1032 0.1432 0.0596 0.0596 0.0614 0.0614
WY 0.1416 0.1426 0.1826 0.0848 0.0848 0.0923 0.0923
- - -----------------------------------------------------------------------------------------------------
a. Interstate Adjustment Base Rate for California Intrastate/Intralata traffic.
- - -----------------------------------------------------------------------------------------------------
</TABLE>
All states are Intrastate/Interlata traffic unless otherwise specified. The
above listed base rates are not eligible for any tariff or contractual discounts
1s.
FONcard Bong Surcharge (per call)
- - ------------------------------
State Rate
All $0.00
- - ------------------------------
FONcard Surcharge not eligible for Discounts
Sprint Proprietary Information -
RESTRICTED
32
<PAGE>
ACE*COMM's
Master Support Agreement
PREPARED FOR:
LOGIX COMMUNICATIONS CORPORATION
A SUBSIDIARY OF DOBSON WIRELINE COMPANY
PREPARED BY:
ACE*COMM
704 Quince Orchard Road
Gaithersburg, Maryland 20878
PROPRIETARY RIGHTS NOTICE
All rights reserved. This material contains the valuable properties and trade
secrets of ACE*COMM of Gaithersburg, Maryland, United States of America
embodying substantial creative efforts and confidential information, ideas, and
expressions. no part of which may be reproduced or transmitted in any form or by
any means, electronic, mechanical, or otherwise, including photocopying and
recording or in connection with any information storage retrieval system without
the permission in writing from ACE*COMM.
GOVERNMENT RESTRICTED RIGHTS
Use, duplication, or disclosure by the Government is subject to restrictions
as set forth in subparagraph (c)(i)(ii) of the Rights in Technical Data and
Computer Software clause DFARS 52.227-7013. Manufacturer is ACE*COMM 704
Quince Orchard Road, Gaithersburg, MD 20878.
-1-
<PAGE>
MASTER SUPPORT AGREEMENT
This Agreement is made as of June____, 1998, by and between ACE*COMM
Corporation, located at 704 Quince Orchard Road, Gaithersburg, Maryland 20878,
hereinafter called "ACE*COMM", and LOGIX Communications Corporation, a
subsidiary of Dobson Wireline Company located at 13439 N. Broadway Extension,
Oklahoma City, OK 73114 hereinafter referred to as "Customer", for the purchase
by Customer of certain system support services under the following terms and
conditions:
ARTICLE I SCOPE OF AGREEMENT
ACE*COMM agrees to provide Customer support services, hereinafter called
"Support", for items listed in Schedules A through F hereof. Scheduling of such
Support will be decided by mutual agreement.
Contingent upon the terms specified in Article II hereof, Support under this
Agreement will include the following:
A.1 Customer Telephone Support
The Customer Telephone Support Service is offered
from 8:30 a.m. to 10:00 p.m. Monday - Thursday and
8:30 a.m. to 6:00 p.m. Friday Eastern Time weekdays
except holidays. The current holidays are New Year's
Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and the following Friday, and
Christmas Day. After hours support is available via
paging service.
A.2 Product support services for the NetPlus Software as listed in
Schedule A which shall include the following:
1. Resolution of problems associated with generic and
custom application software provided by ACE*COMM.
2. Improvements made available through new releases of
the application software features that resolve
problems or potential problems inherent in the
customer's software set.
3. Installation of the new software release via remote
dial-up access.
4. Old version to new version conversion tools as
necessary.
-1-
<PAGE>
5. Documentation updates and improvements.
6. Coverage of the installed operating system. All sites
listed must be operating at the same revision level,
of the operating system.
7. This coverage does not include maintenance required
for third party software products.
A.3 Operating System support, as listed in Schedule B, includes:
1. problem identification and resolution.
2. assistance with system start-up and shutdown
procedures, disk management procedures, such as disk
defragmentation, and other system administrative
housekeeping procedures.
3. site configuration setup and modification, as
required, for approved device software connections,
such as printers, modems, terminals, and switch
interfaces.
4. assistance with backup procedures, including
standalone backups, incremental backups, and
application software backups, and with file
restoration procedures.
5. This coverage does not include the cost of software
modifications to the Operating System, required as a
result of equipment modifications installed by
parties other than ACE*COMM.
6. This coverage does not include maintenance required
for third party software products other than the
Operating System unless such product is provided by
ACE*COMM.
A.4 Product support services for the hardware systems as listed in
Schedule C, which includes the following:
1. Maintenance of the installed equipment.
2. Replacement of all defective applicable hardware
parts (labor included). Shipment will be made via
next day air service within eight (8) normal business
hours of identification of defective parts.
3. Six (6) hour response. Upon notification of a
hardware or software failure by the customer,
ACE*COMM will provide response within the next
business day.
-2-
<PAGE>
A.5 Optional software support as described in Schedule D.
A.6 Time and Materials Support
If a Customer does not choose to purchase these services on a
fixed price basis, ACE*COMM can provide Support under our Time
and Materials Program. Before the work may begin, the
Customer must provide a Purchase Order for at least $1,000 for
each problem to obtain Telephone Support. ACE*COMM will
investigate the problem and either resolve the problem or
provide a cost estimate for the resolution of the problem
under this Purchase Order. If the problem has not been
resolved and Customer wants ACE*COMM to resolve the problem,
the Customer will issue a Purchase Order for the full amount
of the estimate. ACE*COMM will invoice the Customer for the
full cost to resolve the problem including parts and labor at
the currently applicable rates. The invoiced amount will not
be less than $600 nor greater than the amount of the
Customer's Purchase Order. All Customers covered under
Technical Support Agreements will have priority over Time and
Materials Customers in the event of a conflict for resources.
The current Labor Rates are given in Schedule E.
B. Problem Resolution
A problem is defined as the failure of any unaltered software
or unaltered hardware listed in Schedules A through D hereof
to comply with customer-level documentation, when operating
within the specified or operational environment established at
the customer site or ACE*COMM service Center, at the time of
initial installation or as a failure of the documentation to
adequately document the operations of the software. The
supplied software or hardware systems should not have been
expanded nor otherwise altered, except by ACE*COMM, since the
time of installation. Similarly, any host interfacing or
associated systems, not supplied by ACE*COMM, shall be
unaltered and operating in accordance with the manufacturer's
specifications, at the time of installation. Connection of any
equipment in the installed system without prior written
approval from ACE*COMM shall render this agreement void.
Problem Resolution support shall include the-following:
1. Assisting the Customer in isolating problems and
preparing problem documentation.
-3-
<PAGE>
2. Providing problem resolution by one or more of the
following methods:
Replacement of appropriate hardware components or
corrected executable code as necessary.
Corrected documentation
Published feature limitations
C. Support Outside Scope
Support provided outside the Scope of this Agreement (such as
additional operator training, Hardware or Software not listed
in Schedules A to E, problems induced by malfunctions of
systems not covered under this agreement, or data recovery)
will be charged at ACE*COMM's current time and expense rates
as listed in Schedule E.
ARTICLE II CUSTOMER RESPONSIBILITIES
To receive the support outlined in Article I hereof, the customer must provide
the following items:
A. A dial-up/dial-out communications line to/from
Gaithersburg, Maryland to Customer's site and
communications hardware at the Customer's site to allow
ACE*COMM personnel to access the Customer's computer
hardware, software and database for problem analysis and
resolution. The customer shall provide appropriate
security procedures to control access to this line and
any sensitive data.
B. All expendable items, i.e., printer ribbons, magnetic tapes,
drums, diskettes, batteries, etc.
C. Sufficient notification and applicable documentation on any
problem to allow duplication of the problem on ACE*COMM
equipment and software, when necessary.
D. Appropriate magnetic data storage media for the transportation
of computer software between ACE*COMM and Customer's site.
E. Access to the hardware site if on-site maintenance is
required.
F. ACE*COMM and the Customer will be responsible for
implementing and following procedures to conduct full
backups of the system. In the event
-4-
<PAGE>
of database loss or of a system failure that causes a database
loss, ACE*COMM will assist in restoring the database from the
latest backup tape created and archived. ACE*COMM and the
Customer will be responsible for re-entering any system
updates not recovered from the latest backup tape.
ARTICLE III MOVEMENT OF EQUIPMENT
A. Customer shall notify ACE*COMM ten (10) days prior to moving
or reconfiguring any equipment covered by this Maintenance
Agreement. ACE*COMM shall be under no obligation to continue
service if the equipment is moved without notification to
ACE*COMM.
B. ACE*COMM, if requested to by customer, shall supervise
the deinstallation and reinstallation of the equipment
that the Customer shall wish to move. Monthly charges
shall be suspended when the equipment is deinstalled.
Charges will be adjusted and/or reinstated on the date
following the equipment's reinstallation. The Customer
shall pay for all labor, materials and travel costs
provided to facilitate or remedy problems caused by the
movement of the equipment at ACE*COMM's current rates,
terms and conditions.
ARTICLE IV TERM OF AGREEMENT
The initial term of this Agreement shall be sixty (60) months from the date
indicated above. Following the sixty (60) months period, Customer shall have the
opportunity to renew this Support Agreement in a minimum of twelve (12) month
increments. Any subsequent renewal will remain in effect until it expires or
until terminated by either party upon sixty (60) days prior written notice.
ARTICLE V PRICE
A. Customer shall pay ACE*COMM in the annual amount(s) listed in
Schedule G of this Agreement for the Support specified herein.
B. Should travel be necessary, Customer will be charged for all
travel expenses incurred by ACE*COMM in addition to amount(s)
listed in Schedules A, B, C, and D.
C. For services required at a time other than those set
forth in this Agreement and for services required because
of damages resulting from accident, transportation,
neglect, or misuse, operation of the equipment outside of
the manufacturer's environmental specifications, failure
of electrical
-5-
<PAGE>
power, air conditioning or humidity control, said
service charges shall be at the per call rate in effect at the
time service is rendered.
D. Remedial service calls wherein the problem is determined to be
other than as covered by this Maintenance Agreement shall be
billed to the Customer at the per call rate in effect at the
time of call.
E. Charges not covered by this Maintenance Agreement are
Customer's responsibility and the Customer shall pay for
sales, use and like taxes.
ARTICLE VI PAYMENT TERMS
A. Customer agrees to pay ACE*COMM for the Support specified in
Article I of this agreement within thirty (30) days.
B. All other charges not included in paragraph A Article I will
be invoiced upon completion of any services rendered. Payment
shall be due upon receipt of invoice. All payments shall be
made to ACE*COMM at:
ACE*COMM
P.O. Box 79201
Baltimore, MD 21279-0201
C. Nonpayment of any amounts over ninety (90) days past due to
ACE*COMM under this or any other Agreement between the parties
shall give ACE*COMM the right to discontinue the Support
specified herein until all such delinquent invoices are paid
in full.
D. Late Payments - Payments not received within thirty days of
the date of invoice will be assessed a late payment penalty of
1 1/2% per month on the unpaid balance.
ARTICLE VII WARRANTY AND REMEDIES
ACE*COMM warrants that the Licensed Software and/or applicable hardware
improvements, additions and enhancements when delivered will conform to the user
level documentation for each item thereof. However, customer understands that it
may have inherent defects and agrees that ACE*COMM's sole liability and
Licensee's sole remedy is for ACE*COMM to provide all reasonable services to
correct such defects which ACE*COMM's diagnosis indicates are caused by a defect
in an unaltered version of the delivered Licensed Software or applicable
hardware. This constitutes the sole warranty made by ACE*COMM and is in lieu of
all other warranties, expressed, implied, or statutory, including but not
limited to the implied warranties of mercantile and fitness for
-6-
<PAGE>
a particular purpose, and of any other warranty obligation on the part of
ACE*COMM regarding licensed software and/or applicable hardware.
ACE*COMM's sole and exclusive liability under this warranty or under any
obligation assumed hereunder shall be to provide the services specified herein.
ARTICLE VIII DAMAGE LIMITATIONS
ACE*COMM shall not be liable for any loss of profits, loss of data, loss of use,
or any indirect, special, incidental or consequential damages, of any kind, in
connection with or arising out of ACE*COMM's performance under this Agreement
unless ACE*COMM's actions are found to be willful, wanton or grossly negligent.
No obligation or liability shall arise or flow out of ACE*COMM's rendering
technical or other advice unless ACE*COMM's actions are found to be willful or
wanton or grossly negligent. ACE*COMM's maximum liability regardless of the
form of action taken shall not in any event exceed the individual transaction
charges paid under this Agreement unless ACE*COMM's actions are found to be
willful or wanton or grossly negligent.
ARTICLE IX CONTINGENCIES
ACE*COMM shall not be liable for any delay in performance or for
non-performance, in whole or in part, caused by the occurrence of any
contingency beyond the control either of ACE*COMM or ACE*COMM's suppliers,
including by way of illustration but not limiting, war (whether an actual
declaration thereof is made or not), sabotage, insurrection, riot or other act
of civil disobedience, act of a public enemy, failure or delay in
transportation, act of any government or any agency or subdivision thereof,
judicial action, labor dispute, accident, fire, explosion, flood, storm or other
act of God, shortage of labor, fuel, raw material or machinery or technical
failure where ACE*COMM exercised ordinary care in the prevention thereof.
ARTICLE X ASSIGNMENT
Neither party may assign this Agreement without the written consent of the other
party which shall not be unreasonably withheld except that Customer may, upon
notice, assign its rights and obligations to any parent company or subsidiary
company.
ARTICLE XI APPLICABLE LAW
This Agreement shall be governed by the laws of the State of Texas, United
States of America.
-7-
<PAGE>
ARTICLE XII SOFTWARE RIGHTS
ACE*COMM shall have unlimited rights to further use or market all software
problem solutions arising out of this Agreement.
ARTICLE XIII PROPRIETARY INFORMATION
ACE*COMM does not desire to receive proprietary information. In those instances
where it is mutually desirable for ACE*COMM to do so, such information will only
be accepted under the terms of a definitive Non-Disclosure Agreement signed by
an officer of ACE*COMM. Under no other circumstances will ACE*COMM agree to keep
confidential, secret, or proprietary any ideas, concepts, know-how, or
techniques or any other information relating to data processing, whether
submitted to ACE*COMM or developed under this Agreement.
ARTICLE XIV NOTICES
All notices, requests, demands, and other communications required or permitted
under this Contract and the transactions contemplated herein shall be in writing
and shall be deemed to have been duly given, made and received when sent by
United States registered or certified mail, return receipt requested, postage
prepaid, addressed to the parties as set forth above. Either party may alter the
address of which communications or copies are to be sent by giving notice of
such change of address in conformity with the provisions of this paragraph for
giving notice.
ARTICLE XV LICENSED SOFTWARE
This Agreement in no way alters either party's obligations under any existing
Program License Agreement between ACE*COMM and Customer.
ARTICLE XVI SUBCONTRACTING
ACE*COMM with notice to Customer may, subcontract for any On-site Service
provided to Customer. Such subcontract will not release ACE*COMM from any of its
obligations in this Agreement, and there will be no further assignment to any
third or subsequent subcontractor without the consent of Customer.
-8-
<PAGE>
ARTICLE XVII SEVERABILITY
In the event any part of this Agreement is held to be unenforceable, the balance
of this Agreement shall not be affected and shall remain in full force and
effect during the terms of the Agreement.
ARTICLE XVIII COMPLETE AGREEMENT
No other agreement, representations, or understandings, expressed or implied,
not specified herein, apply to this Agreement or services furnished hereunder.
No change to this Agreement shall take effect until approved in writing by both
parties.
LOGIX COMMUNICATIONS ACE*COMM CORPORATION
CORPORATION
A subsidiary of Dobson Wireline
Company
By: /s/ William Hoffman By: /s/ Dr. Thomas V. Russotto
-------------------------------- -----------------------------
William Hoffman Dr. Thomas V. Russotto
Title: Title:
----------------------------- --------------------------
Chief Operating Officer Vice President
Date: 6/30/98 Date: 6/30/98
------------------------------ ---------------------------
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<PAGE>
MASTER SUPPORT AGREEMENT
SCHEDULE D
OPTIONAL SERVICES PRICE LIST
DESCRIPTION PRICE
- - ----------- -----
24 Hour Reporting Service $40 per month (Note 1)
Emergency Service Request $1,000 each request (Note 2)
Note 1: This service allows the customer to report problems for 24 hours per day
seven days per week. Unless an Emergency Service Request (ESR) is authorized,
work to correct the problem will commence with the next business day. This
option must be included in the agreement, either initially or by amendment
before it can be invoked.
Note 2: Emergency Service Request entitles the customer to up to four hours of
support outside the normal support hours (8:30 A.M. to 5:00 P.M. Eastern Time)
to correct a reported problem. ESRs may only be invoked in conjunction with 24
hour telephone reporting service.
MASTER SUPPORT AGREEMENT
SCHEDULE E
CURRENT LABOR RATES*
REMOTE SOFTWARE/HARDWARE MAINTENANCE
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------
Customer Under Continuing Maintenance All Others
- - -------------------------------------------------------------------------------------
Work Covered Work Not Covered
Under Agreement Under Agreement
- - -------------------------------------------------------------------------------------
SCHEDULE RATE MINIMUM RATE MINIMUM RATE MINIMUM
- - -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
8-5 M/F EDT 0 None $150 $600 $150 $600
- - -------------------------------------------------------------------------------------
After Hours $150 $600 $150 $600 $250 $1,000
- - -------------------------------------------------------------------------------------
Emergency $150 $600 $150 $600 $300 $1,200
- - -------------------------------------------------------------------------------------
</TABLE>
and Living Expenses
-2-
<PAGE>
MASTER SUPPORT AGREEMENT
SCHEDULE F
MAXIMUM SOFTWARE MAINTENANCE COST
PERIOD OF SUPPORT 6/10/98 through 6/8/03
<TABLE>
<CAPTION>
DESCRIPTION YEAR 3 YEAR 4 YEAR 5
----------- ------ ------ ------
<S> <C> <C> <C>
APPLICATIONS SOFTWARE SUPPORT $500,000 $500,000 $500,000
</TABLE>
-3-
<PAGE>
ACE*COMM
An ISO 9001 Registered Company
LOGIX COMMUNICATIONS CORPORATION,
a Subsidiary of Dobson Wireline Company
Master Preferred Escrow Agreement
- - --------------------------------------------------------------------------------
Escrow Agreement attached
1
<PAGE>
Master Number __________
This Agreement is effective _______, 19__ among Data Securities International,
Inc. ("DSI"), ACE*COMM Corporation ("ACE*COMM") and any party signing the
Acceptance Form attached to this Agreement ("Logix Communications Corporation,
a subsidiary of Dobson Wireline Company"), who collectively may be referred to
in this Agreement as "the parties".
A. Depositor and Preferred Beneficiary have entered or will enter into a
license agreement, development agreement, and/or other agreement regarding
certain Proprietary technology of Depositor (referred to in this Agreement as
"the license agreement").
B. Depositor desires to avoid disclosure of its proprietary technology
except under certain limited circumstances.
C. The availability of the proprietary technology of Depositor is
critical to Preferred Beneficiary in the conduct of its business and,
therefore, Preferred Beneficiary needs access to the proprietary technology
under certain limited circumstances.
D. Depositor and Preferred Beneficiary desire to establish an escrow
with DSI to provide for the retention, administration and controlled access
of certain proprietary technology materials of Depositor.
E. The parties desire this Agreement to be supplementary to the license
agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).
ARTICLE 1 - DEPOSITS
1.1 OBLIGATION TO MAKE DEPOSIT. Upon the signing of this Agreement by the
parties, including the signing of the Acceptance Form, Depositor shall deliver
to DSI the proprietary information, including source code media and relevant
documentation commentary, and other materials ("deposit materials") required to
be deposited by the license agreement or, if the license agreement does not
identify the materials to be deposited with DSI, then such materials will be
identified on an Exhibit A. If Exhibit A is applicable, it is to be prepared and
signed by Depositor and Preferred Beneficiary. DSI shall have no obligation with
respect to the preparation, signing or delivery of Exhibit A.
1.2 IDENTIFICATION OF TANGIBLE MEDIA. Prior to the delivery of the deposit
materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the deposit
materials are written or stored. Additionally, Depositor shall complete Exhibit
B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. The Exhibit B must be signed by
Depositor and delivered to DSI with the deposit materials. Unless and until
Depositor makes the initial deposit
1
<PAGE>
with DSI, DSI shall have no obligation with respect to this Agreement, except
the obligation to notify the parties regarding the status of the deposit account
as required in Section 2.2 below.
1.3 DEPOSIT INSPECTION. When DSI receives the deposit materials and the
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the deposit materials to the item
descriptions and quantity listed on the Exhibit B. In addition to the deposit
inspection, Preferred Beneficiary may elect to cause a verification of the
deposit materials in accordance with Section 1.6 below.
1.4 ACCEPTANCE OF DEPOSIT. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B
to Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs
upon the signing of the Exhibit B by DSI. Deliver of the signed Exhibit B to
Preferred Beneficiary is Preferred Beneficiary's notice that the deposit
materials have been received and accepted by DSI.
1.5 DEPOSITOR'S REPRESENTATIONS. Depositor represents as follows:
a. Depositor lawfully possesses all of the deposit materials
deposited with DSI;
b. With respect to all of the deposit materials, Depositor has
the right and authority to grant to DSI and Preferred
Beneficiary the rights as provided in this Agreement;
c. The deposit materials are not subject to any lien or
other encumbrance; and
d. The deposit materials consist of the proprietary information
and other materials identified either in the license agreement
or Exhibit A, as the case may be.
1.6 VERIFICATION. Preferred Beneficiary shall have the right, at Preferred
Beneficiary's expense, to cause a verification of any deposit materials. A
verification determines, in different levels of detail, the accuracy,
completeness, sufficiency and quality of the deposit materials. If a
verification is elected after the deposit materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.
1.7 DEPOSIT UPDATES. Unless otherwise provided by the license agreement,
Depositor shall update the deposit materials within: 15 days of each release of
a new version of the product which is subject to the license agreement. Such
updates will be added to the existing deposit. All deposit updates shall be
listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor.
Each Exhibit B will be held and maintained separately within the escrow account.
An independent record will be created which will document the activity for each
Exhibit B. The processing of all deposit updates shall be in accordance with
Sections 1.2 through 1.6 above. All references in this Agreement to the deposit
materials shall include the initial deposit materials and any updates.
2
<PAGE>
1.8 REMOVAL OF DEPOSIT MATERIALS. The deposit materials may be removed
and/or exchanged only on written instructions signed by Depositor and
Preferred Beneficiary, or as otherwise provided in this Agreement.
ARTICLE 2 - CONFIDENTIALLY AND RECORD KEEPING
2.1 CONFIDENTIALITY. DSI shall maintain the deposit materials in a secure,
environmentally safe, locked receptacle which is accessible only to authorized
employees of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the deposit materials. Except as provided in this Agreement
DSI shall not disclose, transfer, make available, or use the deposit materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the deposit materials, DSI will
immediately notify the parties to this Agreement. It shall be the responsibility
of Depositor and/or Preferred Beneficiary to challenge any such order; provided,
however, that DSI does not waive its rights to present its position with respect
to any such order. DSI will not be required to disobey any court or other
judicial tribunal order. (See Section 7.5 below for notices of requested
orders.)
2.2 STATUS REPORTS. DSI will issue to Depositor and Preferred Beneficiary
a report profiling the account history at least semi-annually DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.
2.3 AUDIT RIGHTS. During the term of this Agreement, depositor and
Preferred Beneficiary shall each have the right to inspect the written
records of DSI pertaining to this Agreement. Any inspection shall be held
during normal business hours and following reasonable prior notice.
ARTICLE 3 - GRANT OF RIGHTS TO DSI
3.1 TITLE TO MEDIA. Depositor hereby transfers to DSI the title to the
media upon which the proprietary information and materials are written or
stored. However, this transfer does not include the ownership of the
proprietary information and materials contained on the media such as any
copyright, trade secret, patent or other intellectual property rights.
3.2 RIGHT TO MAKE COPIES. DSI shall have the right to make copies of the
deposit materials as reasonably necessary to perform this Agreement. DSI
shall copy all copyright, nondisclosure, and other proprietary notices and
titles contained on the deposit materials onto any copies made by DSI. With
all deposit materials submitted to DSI, Depositor shall provide any and all
instruction as may be necessary to duplicate the deposit materials including
but not limited to the hardware and/or software needed.
3.3 RIGHT TO SUBLICENSE UPON RELEASE. As of the effective date of this
Agreement, Depositor hereby grants to DSI a nonexclusive, irrevocable,
perpetual, and royalty-free license to sublicense
3
<PAGE>
the deposit materials to Preferred Beneficiary upon the release, if any, of the
deposit materials in accordance with Section 4.5 below. Except upon such a
release, DSI shall not sublicense or otherwise transfer the deposit materials.
ARTICLE 4 - RELEASE OF DEPOSIT
4.1 RELEASE CONDITIONS. As used in this Agreement, "Release Conditions"
shall mean the set of conditions set forth in ACCEPTANCE FORM.
4.2 FILING FOR RELEASE. If Preferred Beneficiary believes in good faith
that a Release Condition has occurred, Preferred Beneficiary may provide to
DSI written notice of the occurrence of the Release Condition and a request
for the release of the deposit materials. Upon receipt of such notice, DSI
shall provide a copy of the notice to Depositor, by certified mail, return
receipt requested, or by commercial express mail.
4.3 CONTRARY INSTRUCTIONS. From the date DSI mails the notice requesting
release of the deposit materials, Depositor shall have ten business days to
deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean the
written representation by Depositor that a Release Condition has not occurred
or has been cured. Upon receipt of Contrary Instructions, DSI shall send a
copy to Preferred Beneficiary by certified mail, return receipt requested, or
by commercial express mail. Additionally, DSI shall notify both Depositor and
Preferred Beneficiary that there is a dispute to be resolved pursuant to the
Dispute Resolution section of this Agreement (Section 7.3). Subject to
Section 5.2, DSI will continue to store the deposit materials without release
pending (a) joint instructions from Depositor and Preferred Beneficiary, (b)
resolution pursuant to the Dispute Resolution provisions, or (c) order of a
court.
4.4 RELEASE OF DEPOSIT. If DSI does not receive timely Contrary
Instructions from the Depositor, DSI is authorized to release the deposit
materials to the Preferred Beneficiary or, if more than one beneficiary is
registered to the deposit, to release a copy of the deposit materials to the
Preferred Beneficiary. However, DSI is entitled to receive any fees due DSI
before making the release. This Agreement will terminate upon the release of
the deposit materials held by DSI.
4.5 USE LICENSE FOLLOWING RELEASE. Unless otherwise provided in the license
agreement, upon release of the deposit materials in accordance with this Article
4, Preferred Beneficiary shall have a non-exclusive, non-transferable,
irrevocable right to use the deposit materials for the sole purpose of
continuing the benefits afforded to Preferred Beneficiary by the license
agreement. Preferred Beneficiary shall be obligated to maintain the
confidentiality of the release deposit materials.
4
<PAGE>
ARTICLE 5 - TERM AND TERMINATION
5.1 TERM OF AGREEMENT. The initial term of this Agreement is for a
period of one year. Thereafter, this Agreement shall automatically renew from
year-to-year unless (a) Depositor and Preferred Beneficiary jointly instruct
DSI in writing that the Agreement is terminated; or (b) the Agreement is
terminated by DSI for nonpayment in accordance with Section 5.2. If the
Acceptance Forms has been signed at a date later than this Agreement, the
initial term of the Acceptance Form will be for one year with subsequent
terms to be adjusted to match the anniversary date of this Agreement. If the
deposit materials are subject to another escrow agreement with DSI, DSI
reserves the right, after the initial one year term, to adjust the
anniversary date of this Agreement to match the other prevailing anniversary
date of such other escrow arrangements.
5.2 TERMINATION FOR NONPAYMENT. In the event of the nonpayment fees owed
to DSI, DSI shall provide written notice of delinquency to all parties to
this Agreement. Any party to this Agreement shall have the right to make the
payment to DSI to cure the default. If the past due payment is not received
in full by DSI within one month of the date of such notice, then DSI shall
have the right to terminate this Agreement at any time thereafter by sending
written notice of termination to all parties. DSI shall have no obligation to
take any action under this Agreement so long as any payment due to DSI
remains unpaid.
5.3 DISPOSITION OF DEPOSIT MATERIALS UPON TERMINATION. Upon termination
of this Agreement by joint instruction of Depositor and Preferred
Beneficiary, DSI shall destroy, return, or otherwise deliver the deposit
materials in accordance with such instructions. Upon termination for
nonpayment, DSI may, at its sole discretion, destroy the deposit materials,
or return them to Depositor. DSI shall have no obligation to return or
destroy the deposit materials if the deposit materials are subject to another
escrow agreement with DSI.
5.4 SURVIVAL OF TERMS FOLLOWING TERMINATION. Upon termination of this
Agreement, the following provisions of this Agreement shall survive:
a. Depositor's Representations (Section 1.5).
b. The obligations of confidentiality with respect to the deposit
materials.
c. The licenses granted in the sections entitled Right to
Sublicense Upon Release (Section 3.3) and Use License
Following Release (Section 4.5), if a release of the deposit
materials has occurred prior to termination.
d. The obligation to pay DSI any fees and expenses due.
e. The provisions of Article 7.
f. Any provisions in the Agreement which specifically state they
survive the termination or expiration of this Agreement.
ARTICLE 6 - DSI'S FEES
5
<PAGE>
6.1 FEE SCHEDULE. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI's fees at least 90 days prior to any increase in fees. For any
service not listed on DSI's standard fee schedule, DSI will provide a quote
prior to rendering the service, if requested.
6.2 PAYMENT TERMS. DSI shall not be required to perform any service
unless the payment for such service and any outstanding balances owed to DSI
are paid in full. All other fees are due upon receipt of invoice. If invoiced
fees are not paid, DSI may terminate this Agreement in accordance with
Section 5.2. Late fees on past due amounts not paid within 30 days from
receipt of invoice shall accrue at the rate of one and one-half percent per
month (18% per annum) from the date of the invoice.
ARTICLE 7 - LIABILITY AND DISPUTES
7.1 RIGHT TO RELY ON INSTRUCTIONS. DSI may act in reliance upon any
instruction, instrument, or signature reasonably believed by DSI to be
genuine. DSI may assume that any employee of a party to this Agreement who
gives any written notice, request, or instruction has the authority to do so.
DSI shall not be responsible for failure to act as a result of causes beyond
the reasonable control of DSI.
7.2 INDEMNIFICATION. DSI shall be responsible to perform its obligations
under this Agreement and to act in a reasonable and prudent manner with
regard to this escrow arrangement. Provided DSI has acted in the manner
stated in the preceding sentence, Depositor and Preferred Beneficiary each
agree to indemnify, defend and hold harmless DSI from any and all claims,
actions, damages, arbitration fees and expenses, costs, attorney's fees and
other liabilities incurred by DSI relating in any way to this escrow
arrangement.
7.3 DISPUTE RESOLUTION. Any dispute relating to or arising from this
Agreement shall be resolved by arbitration under the Commercial Rules of the
American Arbitration Association. Unless otherwise agreed by Depositor and
Preferred Beneficiary, arbitration will take place in Texas, U.S.A. Any
determination made by the arbitrator shall be final, binding, and conclusive
on the parties for all purposes. Any court having jurisdiction over the
matter may enter judgment on the award of the arbitrator(s). Service of a
petition to confirm the arbitration award may be made by First Class mail or
by commercial express mail, to the attorney for the party or, if
unrepresented, to the party at the last known business address.
7.4 CONTROLLING LAW. This Agreement is to be governed and construed in
accordance with the laws of the State of Texas, without regard to its conflict
of law provisions.
7.5 NOTICE OF REQUESTED ORDER. If any party intends to obtain an order
from the arbitrator or any court of competent jurisdiction which may direct
DSI to take, or refrain from taking any action that party shall:
6
<PAGE>
a. Give DSI at least two business days' prior notice of the
hearing;
b. Include in any such order that, as a precondition to DSI's
obligation, DSI be paid in full for any past due fees and be
paid for the reasonable value of the services to be rendered
pursuant to such order; and
c. Ensure that DSI not be required to delivery the original (as
opposed to a copy) of the deposit materials if DSI may need to
retain the original in its possession to fulfill any of its
other escrow duties.
ARTICLE 8 - GENERAL PROVISIONS
8.1 ENTIRE AGREEMENT. This Agreement, which includes the Acceptance Form
and the Exhibits described herein, embodies the entire understanding between
all of the parties with respect to its subject matter and supersedes all
previous communications, representations or understandings, either oral or
written. No amendment or modification of this Agreement shall be valid or
binding unless signed by all the parties hereto, except Exhibit A need not be
signed by DSI and Exhibit B need not be signed by Preferred Beneficiary.
8.2 NOTICES. All notices, invoices, payments, deposits and other
documents and communications shall be given to the parties at the addresses
specified in the attached Exhibit C and Acceptance Form. It shall be the
responsibility of the parties to notify each other as provided in this
Section in the event of a change of address. The parties shall have the right
to rely on the last known address of the other parties. Unless otherwise
provided in this Agreement, all documents and communications may be delivered
by First Class mail.
8.3 SEVERABILITY. In the event any provision of this Agreement is found
to be invalid, voidable or unenforceable, the parties agree that unless it
materially affects the entire intent and purpose of this Agreement, such
invalidity, voidability or unenforceability shall affect neither the validity
of this Agreement nor the remaining provisions herein, and the provision in
question shall be deemed to be replaced with a valid and enforceable
provision most closely reflecting the intent and purpose of the original
provision.
8.4 SUCCESSORS. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.
7
<PAGE>
ACE*COMM CORPORATION DATA SECURITIES INTERNATIONAL, INC.
By: /s/ Thomas V. Russotto By:
------------------------------ ----------------------------------
Name: Thomas V. Russotto Name:
---------------------------- --------------------------------
Title: Vice President Title:
--------------------------- -------------------------------
Date: 6/30/98 Date:
---------------------------- --------------------------------
8
<PAGE>
ACCEPTANCE FORM
Account Number __________________
LOGIX Communications Corporation, a subsidiary of Dobson Wireline Company,
hereby (I) acknowledges that it is the Preferred Beneficiary referred to in the
Master Preferred Escrow Agreement effective _____________, 19____ with Data
Securities International, Inc. as the escrow agent and ACE*COMM Corporation as
the Depositor and (ii) agrees to be bound by all provisions of such Agreement.
LOGIX COMMUNICATIONS CORPORATION,
A SUBSIDIARY OF DOBSON WIRELINE COMPANY
By: /s/ WILLIAM HOFFMAN
------------------------------------
Name: WILLIAM HOFFMAN
----------------------------------
Title: CHIEF OPERATING OFFICER
---------------------------------
Date: 6/30/98
----------------------------------
Notices and communication Invoices should be
should be addressed to: addressed to:
Company Name: ------------------ ----------------------------------------
Address:
------------------------ ----------------------------------------
------------------------ ----------------------------------------
------------------------ ----------------------------------------
Designated Contact: Contact:
------------- ----------------------------------------
Telephone:
---------------------- ----------------------------------------
Facsimile:
---------------------- ----------------------------------------
9
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Depositor hereby enrolls Preferred Beneficiary to the following accounts(s):
ACCOUNT NAME ACCOUNT NUMBER
LOGIX COMMUNICATIONS CORPORATION, A
SUBSIDIARY OF DOBSON WIRELINE COMPANY
- - ------------------------------------
- - ------------------------------------ -------------------------
- - ------------------------------------ -------------------------
ACE*COMM CORPORATION DATA SECURITIES
INTERNATIONAL, INC.
Depositor
By: By:
-------------------------------- ----------------------
Name: Name:
------------------------------ --------------------
Title: Title:
----------------------------- -------------------
Date: Date:
------------------------------ --------------------
10
<PAGE>
ACCEPTANCE FORM - Continued
Designated Contract Conditions of Release:
As used in the Master Preferred Escrow Agreement, "Release Conditions" shall
mean the following:
a. Breach of license agreement that is not cured by the Depositor
within 60 days and that can be corrected by the Preferred
Beneficiary upon Release of the deposit materials. (Such
Release shall be the complete settlement for any such breach);
or
b. Depositor's failure to continue to do business in the
ordinary course; or
c. Depositor is voluntarily or involuntarily dissolved, or
becomes insolvent; or
d. Depositor files for bankruptcy, make a general assignment
for the benefit of its creditors, or if an involuntary
proceeding seeking the entry of an order for relief under
any bankruptcy or related laws is filed or if a receiver
is appointed on account of the insolvency of Depositor
and Depositor or its successor in interest fails to
perform its obligations under the License Agreement
within sixty (60) days after such filing or appointment.
11
<PAGE>
EXHIBIT A
MATERIALS TO BE DEPOSITED
Account Number _________
ACE*COMM
ESCROW DELIVERABLES
for
LICENSE AGREEMENT
FOR DELIVERY OF THE LOGIX COMMUNICATIONS CORPORATION, A
SUBSIDIARY OF
DOBSON WIRELINE COMPANY
IMPLEMENTATION
OF NETPLUS PRO*VISION
DEFINITIONS
CURRENT RELEASED VERSION means the latest version of NetPlus Pro*Vision
that was used to create the most recent version of the LOGIX
Communications Corporation, a subsidiary of Dobson Wireline Company,
implementation of the NetPlus Pro*Vision software.
ESCROW ITEMS
1. CURRENT RELEASED VERSION, available electronically, of NetPlus
Pro*Vision software and components used for LOGIX
Communications Corporation, a subsidiary of Dobson Wireline
Company, Communications Implementation of NetPlus Pro*Vision,
includes but is not limited to all ACE*COMM developed
currently available items that could be used in support of the
LOGIX Communications Corporation, a subsidiary of Dobson
Wireline Company, Implementation of NetPlus Pro*Vision such
as;
- Source code (Server and Client)
- Application Software
- Application libraries
- Documentation
- All published user documentation for
released version
- All currently developed systems
documentation, process flows, system design,
program designs, and system testing scripts
- All internal documentation used by ACE*COMM
staff in support of 3rd party software
- Hardware configuration documentation as it
applies to Logix Communications Corporation,
a subsidiary of Dobson Wireline Company
- All developed interface documentation to
Logix Communications Corporation, a
subsidiary of Dobson Wireline Company,
proprietary interfaces
12
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- Database
- All currently available database
schemas, definitions, entity
relationships etc.
ACE*COMM CORPORATION LOGIX COMMUNICATIONS CORPORATION, A
DEPOSITOR SUBSIDIARY OF DOBSON WIRELINE
COMPANY
Preferred Beneficiary
By: /s/ THOMAS V. RUSSOTTO By: /s/ WILLIAM HOFFMAN
-------------------------------- ------------------------------
Name: THOMAS V. RUSSOTTO Name: WILLIAM HOFFMAN
------------------------------ ----------------------------
Title: VICE PRESIDENT Title: CHIEF OPERATING OFFICER
----------------------------- ---------------------------
Date: 6/30/98 Date: 6/30/98
------------------------------ ----------------------------
13
<PAGE>
EXHIBIT B
DESCRIPTION OF DEPOSIT MATERIALS
Account Number_____________________________________________________________
Depositor Company Name ACE*COMM Corporation
DEPOSIT TYPE: ____________ Initial ___________ Supplemental
ENVIRONMENT:
Host System CPU/OS __________________ Version____________ Backup__________
Source System CPU/OS __________ Version __________ Compiler _______________
Special Instructions:______________________________________________________
DEPOSIT COPYING REQUIREMENT;
Hardware needed:___________________________________________________________
Software needed/Instructions:______________________________________________
DEPOSIT MATERIALS:
Exhibit B Name __________________________ Version___________________________
Item label description Media Quantity
For Depositor, I certify that the above For DSI, I certify that the deposit
described deposit materials have been inspection has been completed
transmitted to DSI: (any exceptions are noted above):
By: By:
----------------------------------- -------------------------------
Print Name: Name:
---------------------------- -----------------------------
Date: Date:
---------------------------------- -----------------------------
ISE EX.B#
-------------------------------
Send materials to: DSI, 9555 Chesapeake Driver, #200, San Diego, CA 92123
14
<PAGE>
EXHIBIT C
DESIGNATED CONTACT
Master Number __________
Notices and communications
should be addressed to: Invoices should be addressed to:
Company Name ACE*COMM CORPORATION ACE*COMM CORPORATION
Address: 704 QUINCE ORCHARD ROAD 704 QUINCE ORCHARD ROAD
GAITHERSBURG, MD 20878 GAITHERSBURG, MD 20878
Designated Contact: DR. THOMAS RUSSOTTO Contact: ACCOUNTS PAYABLE
Telephone: 301-721-3116
------------------------------ -----------------------------
Facsimile: 301-258-6241
------------------------------ -----------------------------
Requests to change the designated contact should be given in writing by the
designated contact or an authorized employee.
Contracts, deposit materials and notices to Invoice inquiries and fee
DSI should be addressed to: remittances to DSI should be
addressed to:
DSI DSI
Contract Administration Accounts Receivable
Suite 200 Suite 1450
9555 Chesapeake Drive 425 California Street
San Diego, CA 92123 San Francisco, CA 94104
Telephone: (619) 694-1900 (415) 398-7900
Facsimile: (619) 694-1919 (415) 398-7914
Date: _________________________________________
15
<PAGE>
ADDITIONAL ESCROW ACCOUNT AMENDMENT
TO MASTER PREFERRED ESCROW AGREEMENT
Master Number ________________
New Account Number ______________________
ACE*COMM Corporation ("Depositor") has entered into a Master Preferred Escrow
Agreement with Data Securities International, Inc. ("DSI"). Pursuant to that
Agreement, Depositor may deposit certain deposit materials with DSI.
Depositor desires that new deposit materials be held in a separate account and
be maintained separately from the existing account. By execution of this
Amendment, DSI will establish a separate account for the new deposit materials.
The new account will be referenced by the following name:
-----------------------
Depositor hereby agrees that all terms and conditions of the existing Master
Preferred Escrow Agreement previously entered into by Depositor and DSI will
govern this account. The termination or expiration of any other account of
Depositor will not affect this account.
ACE*COMM CORPORATION DATA SECURITIES INTERNATIONAL, INC
Depositor
By: By:
-------------------------------- ----------------------
Name: Name:
------------------------------ --------------------
Title: Title:
----------------------------- -------------------
Date: Date:
------------------------------ --------------------
16
<PAGE>
SYSTEM ACQUISITION AGREEMENT
THIS SYSTEM ACQUISITION AGREEMENT (the "AGREEMENT") is hereby entered
into between ACE*COMM, Corporation ("ACE*COMM") located at 704 Quince Orchard
Road, Gaithersburg Maryland 20878 and LOGIX COMMUNICATIONS CORPORATION. A
SUBSIDIARY OF DOBSON WIRELINE COMPANY. ("CUSTOMER") with offices at 13439
NORTH BROADWAY EXTENSION, OKLAHOMA CITY, OKLAHOMA 73114 on the following terms
and conditions:
Article I.
DEFINITIONS
"ACE*COMM DELIVERABLE SOFTWARE AND HARDWARE" means the deliverable
software and hardware identified on the document number T98.JMT.0676, Rev. 2
and includes NetPlus Pro*Vision, N*Vision, CANS,and the DCMS Call Collection
Device.
"CUSTOM WORK PRODUCT" means all original work product arising out of
professional services rendered by ACE*COMM hereunder including, without
limitation, functional and technical design documentation, software programs,
modules, routines, algorithms and associated user documentation, authorized
custom enhancements; modifications, interfaces and changes to Third Party
Software Products, Standard Software Products or Embedded Software in
furtherance of the Specifications, including without limitation the NetPlus
Pro*Vision software, N*Vision software, CANS software and DCMS CDR Collection
hardware as identified in the T98.JMT.0676, Rev. 2 document called Statement
of Work/Pricing. Custom Work Product does not include any Embedded Software,
Standard Software Products or Third Party Software Products.
"DELIVERABLES" means all equipment, cabling, Third Party Software
Products, Standard Software Products, Embedded Software, Custom Work Product,
documentation, goods, supplies, services, training, "know how," technology or
other things provided under this Agreement by or through ACE*COMM.
"EMBEDDED SOFTWARE" means any pre-existing computer software
programs, modules, routines, algorithms and related documentation owned by
ACE*COMM and provided to Customer for the purpose of incorporating or
"embedding" it in whole or in part into Custom Work Product.
"MAJOR ALARM" means a warranty call under Section 11 concerning an
error, malfunction or other problem with a Deliverable covered by warranty
that prevents the Deliverable from operating at a level of Substantial
Functionality and causes an immediate and significant disruption of Customer's
business operation. "Minor Alarm" means any warranty call that is not a Major
Alarm.
<PAGE>
"SOFTWARE" means, collectively, the Third Party Software Products,
the Standard Software Products, Embedded Software and the Custom Work Products.
"SPECIFICATIONS" means all descriptions of Deliverables, including
associated functional and technical designs, drawings, samples, ACE*COMM's
proposal and other material information created or specifically adopted by
ACE*COMM as the basis for discharging its responsibilities hereunder.
"STANDARD SOFTWARE PRODUCTS" means computer software programs and
related documentation owned by ACE*COMM and provided to Customer in a form
generally available to the public without substantial customization or
modification, including those products listed in the attached Statement of
Work/Pricing.
"STATEMENT OF WORK" means the description of professional services,
software products, equipment and devices identified on Statement of
Work/Pricing document T98.JMT.0676, Rev. 2 (project work schedule to be
determined by Customer and ACE*COMM program managers), job categories, prices,
special payment terms, special license terms, and other Deliverables or
relevant descriptions of what ACE*COMM is to provide hereunder.
"SUBSTANTIAL FUNCTIONALITY" of a Deliverable means it operates
substantially in accordance with the Specifications, but does not mean it is
entirely free from errors or defects. A defect threatens Substantial
Functionality if it relates to a function that Customer's business actually
depends on and which cannot be accommodated or "worked around" through
relatively minor adjustments in work habits, operating procedures or otherwise.
"THIRD PARTY SOFTWARE PRODUCTS" means software programs, modules,
routines and related documentation of third party vendors (other than
ACE*COMM), including operating system software and application software.
"WARRANTY PERIOD" means the 365 day period commencing upon Acceptance
of the Deliverables.
Article II.
GENERAL UNDERTAKING
1. TERM OF AGREEMENT. The term of this Agreement ("Term") shall
commence on the date last below written and shall continue in full force and
effect until terminated in accordance with Section 15.
2. SCOPE OF WORK
(a) GENERALLY. ACE*COMM agrees to provide, and Customer agrees to obtain and
pay for, the Deliverables described in document numbered T98.JMT.0676, Rev. 2
at the prices set forth therein according to the Specifications and this
Agreement.
(b) CHANGES IN SCOPE OF WORK. Customer may request changes to ACE*COMM
Software release 1.2 or may request additional or different work ("CHANGE
ORDER"). If any Change Order
2
<PAGE>
??? increase in the price of, or the time required for performance, ACE*COMM
shall ??? Customer of the additional time required for performance and/or
increase in price resulting from the Change Order and shall proceed with work
under the Change Order only upon written approval of such changed terms and/or
prices by Customer. If a Change Order will not cause an increase in the price
of or the time required for performance, ACE*COMM shall proceed with the
Change Order. Upon the approval by Customer of the changed terms and/or prices
that are caused by such Change Order, such Change Order shall be included in
the applicable portion of the Specifications.
3. PRICES. Pricing is provided in document number T98.JMT.0676, Rev. 2.
(a) Item I. The first item requires ACE*COMM to deliver
Customer's initial business and technical needs, providing a current,
operational version of the NetPlus Pro*Vision software product along with
hardware, as more fully explained in the Statement of Work. The NetPlus
Pro*Vision software product will include, but not be limited to the
functionality described in the Statement of Work. The NetPlus Pro*Vision
system will be installed and operational on Customer server hardware at
ACE*COMM data processing center by June 22. 1998.
Item II. ACE*COMM shall begin processing Customer
transactions as defined in the Data Processing Agreement and deliver a
current, operational version of the ACE*COMM NetPlus Pro*Vision version 1.2.
(b) The NetPlus Pro*Vision software product shall include all the
functionality set forth in the T98.JMT.0676, Rev. 2 document. ACE*COMM shall
deliver all of the Item II services at the price set forth in T98.JMT.0676,
Rev. 2.
(c) Item III. Consists of certain work described in the Statement
of Work. For processing extensions (if any).
(d) Customer shall be responsible for any state and local sales
or use tax based on Customer's payment of fees, and use of the Software, under
this Agreement. ACE*COMM shall be responsible for taxes based on ACE*COMM's
net income, gross income, receipts, capital or net worth as well as all
minimum taxes, doing business taxes and franchise taxes.
4. CERTAIN OUT-OF-POCKET COSTS. Except as otherwise specifically set
forth in this Agreement, prices quoted do not include and Customer shall
reimburse ACE*COMM for its actual cost of travel (air & cab fare, lodging, or
auto rental).
5. SHIPPING, RISK OF LOSS. Unless otherwise set forth herein, all
equipment purchased by Customer shall be shipped FOB Gaithersburg, Md. to
Customer according to ACE*COMM's (or the manufacturer's) normal procedures,
and Customer shall pay all associated shipping, insurance and handling charges.
6. INSTALLATION & ACCEPTANCE. ACE*COMM shall install the products in
ACE*COMM's facility in Gaithersburg, Maryland. Title of Software license shall
transfer to Customer upon
3
<PAGE>
such installation and ACE*COMM thereby grants and Customer accepts a perpetual
license to use the Software to process Customer's own billing, subscriber and
network data.
7. INVOICES, PAYMENT AND LATE CHARGES. Payment schedule shall be as
stated in the Statement of Work/Pricing for all equipment, Third Party
Software Products and Standard Software Products and Services provided
hereunder. Except for the payment with order which shall be paid with the
order, payments shall be made within thirty (30) days from receipt of invoice.
Customer may not withhold or "setoff" any amounts due hereunder and ACE*COMM
reserves the right to cease work without prejudice if amounts are not paid
when due. ACE*COMM retains a purchase money security interest and the right
to assert appropriate liens with respect to all Deliverables until all amounts
due are paid in full. Any late payment shall be subject to any costs of
collection (including reasonable legal fees) and shall bear interest at the
rate of one and one-half (1.5) percent per month or fraction thereof until
paid.
8. TRAINING & DOCUMENTATION. ACE*COMM shall provide training and
technical or user documentation in support of the Deliverables to the extent
and at the prices provided. Any additional training or documentation shall be
provided at ACE*COMM's then prevailing rates or at such other rates as the
parties may agree with in writing. Any right to source code and related
software design documentation must be specifically set forth herein or in a
separate source code license agreement.
9. OWNERSHIP AND LICENSING OF TECHNOLOGY.
(a) THIRD PARTY SOFTWARE PRODUCTS. In the case of Third Party
Software Products, Customer hereby agrees to be bound and governed by the
terms and conditions of the original vendor's license agreement accompanying
such products or, if no such license agreement is included, by the vendor's
standard license terms generally applicable to the particular product provided
that such terms are typical and ordinary.
(b) ACE*COMM'S STANDARD SOFTWARE PRODUCTS. In the case of
Standard Software Products provided by ACE*COMM, Customer is granted a
paid-up, nonexclusive license to make and use as many copies as it deems
necessary, but only for use in support of its (and its affiliates') internal
business operations at the single office building (or contiguous set of
buildings) at which the Standard Software Product is first installed for
license volume purchased. Such license shall be for a perpetual term, in
object code form. Such license shall be transferable by Customer in object
code form upon advance notice to ACE*COMM, and the transferee's written
agreement to be bound by the terms and conditions applicable to the license
hereunder (the transfer of any license in source code form shall always
require ACE*COMM's prior written approval). If transferred, Customer shall
destroy all copies of the transferred Standard Software Products in its
possession and cease all further use.
(c) ACE*COMM'S CUSTOM WORK PRODUCT. It is hereby agreed that
ACE*COMM shall own all right, title and interest to all Custom Work Product.
Customer expressly acknowledges and agrees that in no event shall Custom Work
Product be deemed to constitute "work made for hire" under the Federal
copyright laws (17 U.S.C. Sec. 101) and, alternatively, Customer hereby
irrevocably assigns all ownership or other rights it might have in Custom Work
4
<PAGE>
Product to ACE*COMM. Subject to any applicable limitations in the preceding
subparagraphs concerning Customer's use of any underlying Third Party Software
Products or Standard Software Products, Customer is granted a paid-up,
perpetual, nonexclusive, license in object code form. Customer may use one (1)
copy of the Custom Work Product and Embedded Software in support of its
internal business operations on the system on which the software is originally
installed. The software may be relocated to another system of Customer,
provided no more than one (1) copy per license is installed or used at any one
time. In any case, such system may be a networked or distributed system
(including a client/server system) provided that no more than one (1) copy is
stored in permanent (i.e., magnetic or optical) format and "use" and
"installation" as such term is used in this Section shall include use and
installation in connection with such networked or distributed system. In
addition, Customer may make one (1) copy of the Custom Work Product and
Embedded Software for archival and back-up purposes only. Such back-up and
archival copy may be stored away from the Customer's site, Customer may
transfer any license in object code form upon advance notice to the ACE*COMM
but any license in source code form may not be transferred without ACE*COMM's
prior written consent. If the Customer transfers this license to another
entity, it shall notify the transferee of all restrictions applicable to this
license and shall destroy all whole or partial copies and cease all further
use thereof.
(d) CUSTOMER'S DATA. ACE*COMM understands and acknowledges that
Customer will (i) manage, modify, maintain and update substantial amounts of
pre-existing data and information, and (ii) generate, manage, modify, maintain
and update substantial amounts of additional data and information
(collectively, "Customer Data") using the Software. Customer shall retain all
right, title and interest in and to Customer Data. Nothing contained in this
Agreement shall be deemed or construed to limit or prevent Customer from using
the Software (or any other process, program or device) to copy, modify, sell,
license, distribute, transmit, reformat, reconfigure or manipulate Customer
Data in any way. Customer or any employee, third-party consultant, contractor
or subcontractor or temporary employee of Customer may at any time (including
after any termination of this Agreement) access by any means any program,
communications or computer equipment, network and/or database in which, or in
connection with which, Customer Data is then stored to do any of the foregoing
and nothing in this Agreement shall be deemed or construed to require that
Customer use Deliverables by ACE*COMM in order to access any Customer Data.
ACE*COMM agrees that it will not use Customer Data or allow anyone else to use
Customer Data for any purpose other than compliance with the obligations and
purpose of this Agreement.
10. Confidential Information.
(a) ACKNOWLEDGMENT OF CONFIDENTIALITY. Each party hereby
acknowledges that it may be exposed to confidential and proprietary
information of the other party including, without limitation, any trade
secrets embodied in the source code for the Standard Software Products, the
Custom Work Product, the Embedded Software and other technical information
(including functional and technical specifications, designs, drawings,
analysis, research, processes, source code versions of computer programs,
algorithms, methods, ideas, "know how" and the like), business information
(sales and marketing research, materials, plans, accounting and financial
information, personnel records and the like) and other information that has
been clearly designated in writing as confidential ("CONFIDENTIAL
INFORMATION"). Confidential Information
5
<PAGE>
does not include (i) information previously known or independently developed
by the recipient; (ii) information in the public domain through no wrongful
act of the recipient, or (iii) information received by the recipient from a
third party who was free to disclose it.
(b) COVENANT NOT TO DISCLOSE. With respect to the other party's
Confidential Information, the recipient hereby agrees that during the Term and
at all times thereafter it shall not use, commercialize or disclose such
Confidential Information to any person or entity, except to its own employees
(and temporary employees and to any contractors retained to perform related
services) having a "need to know" (and who are themselves bound by similar
nondisclosure restrictions), and to such other recipients as the other party
may approve in a signed writing; provided, that all such recipients shall have
first executed a confidentiality agreement in a form acceptable to the owner
of such information. Each party shall use at least the same degree of care in
safeguarding the other party's Confidential Information as it uses in
safeguarding its own confidential information, Neither party nor any recipient
may alter or remove from any software or associated documentation owned or
provided by the other party hereunder, any proprietary, copyright, trademark
or trade secret legend, nor may it attempt to decompile or reverse engineer
such software. The provisions of this Section 10 shall Survive termination
of this Agreement.
(c) REMEDIES FOR BREACH OF CONFIDENTIALITY. Each party
acknowledges that the unauthorized use, commercialization or disclosure of the
other party's Confidential Information would cause irreparable harm to such
other party. The parties acknowledge that remedies at law would be inadequate
to redress the actual or threatened unauthorized use, commercialization or
disclosure of such Confidential Information and that a party may seek
temporary and permanent injunctive relief to enforce the foregoing
restrictions. Each party shall pay its own costs and expenses (including
attorneys' fees) incurred in any proceeding arising under this Section.
(d) NORMAL USE. Nothing in Section 9 or in this Section 10 shall
be deemed to restrict Customer from using any Deliverable as set forth in
Section 9(d) and otherwise in the ordinary course of its business it being
understood that many employees, subcontractors and others will use the
Confidential Information in completing their duties for Customer and that it
may become necessary for Customer to interface Confidential Information
constituting software to other systems utilized by Customer, its customers,
its suppliers, and its consultants.
11. Warranties.
(a) EQUIPMENT, THIRD PARTY SOFTWARE PRODUCTS. ACE*COMM hereby
assigns to Customer, to the extent assignable, all warranties and indemnities
provided by manufacturers of equipment and associated devices, and by vendors
of Third Party Software Products provided to Customer hereunder. Customer will
look solely to the applicable manufacturer or vendor of Third Party Software
Products for all warranty claims with respect to those items and shall hold
ACE*COMM harmless therefrom; provided; however, that ACE*COMM shall remain
obligated to Customer as set forth below for the performance of the
Deliverables as a system. ACE*COMM warrants that the Equipment and Third Party
Software Products when installed with the other Deliverables will be
sufficient to deliver the service levels and functionality described herein.
6
<PAGE>
(b) NONINFRINGENMENT WARRANTY: INDEMNIFICATION. ACE*COMM
represents and warrants that during the Term hereof (a) the Deliverables (not
including the Third Party Software Products), when properly used as
contemplated herein will not infringe or misappropriate any United States
copyright, trademark, patent, or the trade secrets of any third persons, and
(ii) the use of the Third Party Software Products in combination or in
connection with the remaining Deliverables when properly used as contemplated
herein, will not infringe or misappropriate any United States copyright,
trademark, patent, or the trade secrets of any third persons. ACE*COMM shall
indemnify and hold Customer harmless for any damages, suits, claims, actions,
costs, expenses, settlements arising out of the breach of ACE*COMM's
representation and warranty in the preceding sentence provided that (i)
ACE*COMM is given prompt written notice of such Claim; (ii) ACE*COMM is given
the right to control and direct the investigation, preparation, defense or
settlement of any claim; (iii) Customer fully cooperates with ACE*COMM in the
investigation, preparation, defense or settlement of any claim; and (iv)
Customer has in all respects complied with the terms of this Agreement, and
(v) the alleged infringement was not caused by Customer's alteration of the
product or use of it in combination with other software, equipment or
technology not supplied or authorized by ACE*COMM. In the event that an
injunction is sought or obtained preventing Customer's use of the Deliverables
as contemplated herein, ACE*COMM shall do one or more of the following, )such
choice being in ACE*COMM's sole description: (i) defend through litigation or
obtain through negotiation the right of Customer to continue; using the
product; (ii) rework the product so as to make it noninfringing while
preserving the original functionality and performance; or (iii) replace the
product with software having substantially equivalent functionality. If
ACE*COMM determines that none of the foregoing alternatives provide an
adequate remedy, ACE*COMM may terminate this Agreement with respect to such
infringing product upon advance written notice to Customer and, in discharge
of its obligations, refund an equitable portion of license fees actually paid
by Customer for the infringing product. THESE ARE THE SOLE AND EXCLUSIVE
REMEDIES AVAILABLE FOR BREACH OF THE WARRANTY PROVIDED IN THIS SUBSECTION.
(c) LIMITED PERFORMANCE WARRANTY. ACE*COMM represents and
warrants that during the Warranty Period, any Standard Software Products,
Embedded Software or Custom Work Product provided hereafter shall operate
together at a level of Substantial Functionality and shall operate with and/or
interface with the Third Party Software at a level of Substantial
Functionality provided that (i) the applicable Software is installed and
implemented substantially in accordance with all written user or technical
documentation previously supplied by ACE*COMM; (ii) Customer notifies ACE*COMM
of such defect; (iii) Customer has properly installed and paid all applicable
fees for all updates made available with respect to the products and any
updates recommended by ACE*COMM with respect to any other equipment or
software that materially affects the performance of the products; (iv)
Customer has properly maintained all associated equipment, software and
environmental conditions in accordance with applicable Specifications and
industry standards; (v) Customer has not introduced other equipment or
software creating an adverse impact on ACE*COMM's products; (vi) Customer has
paid all amounts due hereunder and is not in default of any provision of this
Agreement; (vii) any functional or technical design provided by Customer is an
accurate and complete rendering of the relevant features, applicable
interfaces and associated operating environment, and (viii) Customer has made
no changes (nor permitted any changes to be made other than by or with the
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<PAGE>
express approval of ACE*COMM) to the Software source code. ANY UNAUTHORIZED
CHANGES TO PRODUCT SOURCE CODE WILL VOID THE WARRANTY PROVIDED UNDER THIS
SUBSECTION.
(d) ACE*COMM warrants that the products provided by ACE*COMM are
fully Y2K compliant and will be able to correctly process date and
date-related data into and between the year 1999 and 2000, including leap year
calculations.
(e) WARRANTY RESPONSE.
(i) GENERAL. During the Warranty Period, upon being
notified by Customer in accordance with ACE*COMM's standard "trouble
report" procedures (written copies of which have been or shall be
provided to Customer) of a Major Alarm that is covered by the warranty
set forth in Section 11(c), ACE*COMM shall respond by telephone to
acknowledge the Major Alarm within 4 business hours and, with the
cooperation of Customer (including installation of dial-in contact via
modem), shall promptly commence diagnosis and error correction efforts
and shall use all commercially reasonable efforts to correct such
Major Alarm.
(ii) MINOR ALARMS. Minor Alarms shall be diagnosed
and corrected by ACE*COMM within twenty-four (24) hours by telephone
support or through the issuance of periodic updates. ACE*COMM
acknowledges that a large accumulation of Minor Alarms may
collectively be characterized and treated by Customer as a Major
Alarm if not corrected within a reasonable time. All corrections
issued in response to Major Alarms and Minor Alarms shall during the
original Warranty Period only be warranted against defects to the
same extent as the original Deliverable.
(iii) OUT OF POCKET EXPENSES; Out-of-pocket travel
expenses and reasonable costs of labor incurred by ACE*COMM in
providing on-site assistance required to correct problems not covered
by warranty shall be borne by Customer and, in any event Customer
shall bear all travel expense associated with problems that are
covered by warranty.
(f) WARRANTY DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
SECTION 11, ACE*COMM HEREBY DISCLAIMS WITH RESPECT TO ALL DELIVERABLES
PROVIDED HEREUNDER, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.
DISCLAIMER REGARDING GOVERNMENTAL LAWS AND REGULATIONS. THE PARTIES HEREBY
AGREE THAT, TO THE EXTENT ANY DELIVERABLE HEREUNDER IS USED FOR THE PURPOSE OF
GENERATING OUTPUT USED IN COMPLYING WITH GOVERNMENTAL LAWS AND REGULATIONS
(INCLUDING TAX LAWS AND REGULATIONS), CUSTOMER SHALL ASSUME ALL RESPONSIBILITY
FOR HAVING THE DELIVERABLES THOROUGHLY TESTED BY QUALIFIED PROFESSIONALS TO
ENSURE THE OUTPUT IS ACCURATE AND COMPLETE.
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12. LIMITATION OF REMEDIES & LIABILITIES. The parties acknowledge that
the following provisions have been negotiated by them and reflect a fair
allocation of risk:
(a) REMEDIES. Except for (i) certain injunctive relief authorized
under Section 6 and (ii) indemnification authorized under Sections 11(b), 17
and 25, Customer's sole and exclusive remedies for ACE*COMM's default
hereunder shall be to obtain the repair, replacement or correction of the
defective Deliverable, or, if ACE*COMM reasonably determines that such remedy
is not economically or technically feasible to obtain in accordance with the
specific provisions of this Agreement an equitable partial or full credit of
amounts paid with respect to the defective item.
(b) LIMITATION ON ACE*COMM'S LIABILITY. EXCEPT FOR DAMAGES
ARISING FROM BODILY INJURY CAUSED SOLELY BY THE NEGLIGENCE OF ACE*COMM, AND
DAMAGES COVERED BY THE INDEMNIFICATION AUTHORIZED UNDER SECTIONS 11(b), 17;
AND 25, ACE*COMM SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING THE PORTION OF
THE TOTAL CONTRACT PRICE ACTUALLY PAID BY CUSTOMER. IN NO EVENT SHALL ACE*COMM
BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR
ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT OR
BUSINESS INTERRUPTION EVEN IF ACE*COMM IS NOTIFIED IN ADVANCE OF SUCH
POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS
AGREEMENT, PROVIDED THAT THE INDEMNIFICATION AUTHORIZED UNDER SECTIONS 11(b),
17, AND 25 SHALL NOT BE CONSIDERED "CONSEQUENTIAL DAMAGES."
(c) LIMITATION ON CUSTOMER'S LIABILITY. EXCEPT FOR DAMAGES
ARISING FROM BODILY INJURY CAUSED SOLELY BY THE NEGLIGENCE OF CUSTOMER, AND
DAMAGES COVERED BY THE INDEMNIFICATION AUTHORIZED UNDER SECTION 17, CUSTOMER
SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING THE TOTAL CONTRACT PRICE DUE FROM
CUSTOMER. IN NO EVENT SHALL CUSTOMER BE LIABLE, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF
CUSTOMER IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR
PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT, PROVIDED THAT THE
INDEMNIFICATION AUTHORIZED UNDER SECTION 17 SHALL NOT BE CONSIDERED
"CONSEQUENTIAL DAMAGES."
9
<PAGE>
Article III.
RESOLUTION OF DISPUTES
13. NOTICES. Notices sent to either party shall be effective when
delivered in person or when transmitted in good form by telecopier ("fax")
machine; one (1) day after being sent by overnight courier, or two (2) days
after being sent by first class mail postage prepaid to the address set forth
below, or to such other address as the parties may from time to time give
notice:
Customer Address: ACE*COMM Address
Mr. Stephen Dobson Dr. Thomas V. Russotto
President Vice President
LOGIX Communications Corporation, ACE*COMM, Corporation
a subsidiary of Dobson Wireline 704 Quince Orchard Road
Company Gaithersburg, MD 20878
13439 N. Broadway Extension
Oklahoma City, OK 73114
14. DEFAULT. Either Party may be declared in default of this Agreement if
it breaches any material provision hereof and fails within ten (10) days after
receipt of notice of default to correct such default or to commence corrective
action reasonably acceptable to the other party and proceed with due diligence
to completion. Either party shall be in default hereof if it becomes
insolvent, makes an assignment for the benefit of creditors, a receiver is
appointed or a petition for Bankruptcy is filed with respect to it and such
proceeding is not dismissed within thirty (30) days. Any notice of default
shall be sent in accordance with Section 13 ("Notices") and shall identify the
contract provision at issue and describe in reasonable factual detail how the
other party has materially violated the provision. If timely corrective action
is not forthcoming, the aggrieved party may then terminate the Agreement
pursuant to Section 15 ("Termination") and pursue all other available remedies.
15. TERMINATION. This Agreement shall terminate when the Term expires or,
if earlier, upon one party's giving written notice of termination after
following the procedures in Section 14 ("Default"). Termination shall have no
effect upon the parties' rights and obligations: (i) under Section 10
("Confidential Information"), or (ii) under Section 9 ("Ownership and
Licensing of Technology")(so long as Customer has paid all amounts due with
respect to such technology and is otherwise not in default of any provision of
Section 9).
16. DISPUTES, CHOICE OF LAW. Except for certain emergency judicial relief
authorized under Section 10 ("Confidential Information") which may be brought
at any time, the parties agree that all disputes between them shall first be
subject to the procedures in Section 14 ("Default") and then shall be
submitted for informal resolution to their respective chief operating
officers. Any remaining disputes shall be submitted to &panel of three (3)
arbitrators, with each party choosing
10
<PAGE>
one (1) panel member and the third member chosen by the first two (2) panel
members. The proceedings shall be conducted in accordance with the Commercial
Arbitration.
17. ESCROW OF SOURCE CODE.
(a) ACE*COMM shall place the source code into escrow in
accordance with an approved Escrow Agreement. Cost of this Escrow agreement
will be borne by Customer.
18. Rules of the American Arbitration Association. The award of the
arbitrators shall include a written explanation of their decision. If the
parties are still unable to reconcile their differences after the arbitration
panel issues its award the dispute may then be taken to court by either party.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF TEXAS AND ANY PROCEEDING SHALL BE INITIATED AND MAINTAINED
IN A FORUM OF COMPETENT JURISDICTION IN SUCH STATE.
Article IV.
MISCELLANEOUS PROVISIONS
19. INDEPENDENT ACE*COMM STATUS. Each party and its people are
independent contractors in relation to the other party with respect to all
matters arising under this Agreement. Nothing herein shall be deemed to
establish a partnership, joint venture, association or employment relationship
between the parties. Each party shall remain responsible for and shall
indemnify and hold harmless the other party for the withholding and payment of
all Federal, state and local personal income, wage, earnings, occupation,
social security, unemployment, sickness and disability insurance taxes,
payroll levies or employee benefit requirements (under ERISA, state law or
otherwise) now existing or hereafter enacted and attributable to themselves
and their respective people.
20. ENTIRE AGREEMENT, AMENDMENT. This document, the accompanying
Specifications and any applicable provisions under Section 26, which are
hereby incorporated by reference, constitute the entire agreement between the
parties and supersede all other representations, understandings or
communications, whether written or verbal, with respect to the subject matter
hereof. This Agreement is expressly limited to its terms and any different or
additional provisions of any purchase order, invoice or similar documentation
or printed form are specifically rejected and shall have no effect. Any
amendment, modification or waiver of this Agreement, or any part hereof, shall
be binding upon the parties only if such amendment, modification or waiver
specifically references this agreement and has been signed by representatives
of both parties specifically authorized to execute such binding amendments.
Waiver of any provision of this Agreement in one instance shall not preclude
future enforcement of it in future situations.
21. SEVERABILITY. If any provision hereof is determined by a tribunal of
competent jurisdiction to be illegal or unenforceable, it shall automatically
be deemed conformed to the minimum requirements of law and, along with all
other provisions hereof, shall thereupon be given full force and effect.
Headings are for reference purposes only and have no substantive effect.
11
<PAGE>
22. ASSIGNMENT, SUBCONTRACTING. Neither party may assign this Agreement
without the written consent of the other party which shall not be unreasonably
withheld except that Customer may, upon notice, assign its rights and
obligations to any parent company or subsidiary company.
23. FAX COUNTERPARTS. A facsimile of this Agreement and notices sent
according to Section 13 generated in good form from a telecopier "fax" machine
(as well as a photocopy thereof) shall be treated as "original" documents
admissible into evidence unless a document's authenticity is genuinely placed
in question.
24. FORCE MAJEURE. ACE*COMM shall not be liable for delays or failure to
perform as a direct result of causes beyond its reasonable control, including
acts of god (such as fire, storm, earthquake), electrical outages, labor
disputes or delay or failure by others to provide proper site or environmental
conditions, or in the performance of any co-contractor or subcontractors
selected by Customer.
25. NONSOLICITATION. During the Term and for a period of one (1) year
thereafter, each party agrees not to solicit, nor attempt to solicit, me
services of any employee of the other party without the prior written consent
of the other party. If this provision is violated, the violating party shall
pay liquidated damages equal to one hundred fifty (150) percent of the
solicited person's annual compensation,
26. SECURITY, NO CONFLICTS. Each party agrees to inform the other party
of any information made available to it that is classified or restricted data,
agrees to comply with the security requirements imposed by any State or local
government, or by the United States Government, and shall return all such
material upon request Each party represents that its participation in this
Agreement does not create any conflict of interest prohibited by the United
States Government or any other domestic or foreign government and shall
promptly notify the other party if any such conflict arises during the Term.
27. INSURANCE, INDEMNITY. ACE*COMM shall maintain during the Term hereof
reasonable insurance protection for ACE*COMM's workers and their work
hereunder and shall to the extent of such coverage indemnify Customer for
bodily injury and physical property damage directly and solely attributable to
the negligent or intentional acts of its employees occurring within the scope
of their employment Customer shall maintain secure, up-to-date archival copies
of all valuable data, software programs and the like, as well as adequate
liability, casualty and business interruption insurance and appropriate
disaster recovery plans.
28. COMPLIANCE WITH EXPORT REGULATIONS. Customer has or shall obtain in a
timely manner all necessary or appropriate licenses, permits or other
governmental authorizations or approvals; shall indemnify and hold ACE*COMM
harmless from, and bear all expense of, complying with all foreign or domestic
laws, regulations or requirements pertaining to the importation, exportation,
or use of the technology to be developed or provided herein.
Customer shall take no action, nor omit to take any required action, which
would cause either party to violate the Foreign Corrupt Practices Act of 1977
or the U.S. Export Administration Regulations.
12
<PAGE>
IN WITNESS THEREOF, and intending to be legally bound, the parties
hereto have caused this Agreement to be executed by their duly authorized
representatives.
LOGIX COMMUNICATIONS CORPORATION, ACE*COMM CORPORATION
a subsidiary of Dobson Wireline Company
By: /s/ William Hoffman By: /s/ Thomas V. Russotto
------------------------------------ --------------------------
Name: WILLIAM HOFFMAN Name: THOMAS V. RUSSOTTO
---------------------------------- ------------------------
Title: CHIEF OPERATING OFFICER Title: VICE PRESIDENT
--------------------------------- -----------------------
Date: 6/30/98 Date: 6/30/98
---------------------------------- ------------------------
13
<PAGE>
1. ACE*COMM shall deliver the ACE*COMM Deliverable software and hardware
products as outlined in the attached schedule and document number
T98.JMT.0676 Rev. 2, dated May 8, 1998 (Training, Setup, and On-Site
Support) in the integration and installation of the implementation of
the ACE*COMM Software System. In addition, ACE*COMM will provide for
the Host Platform, Client Workstation and the ACE*COMM Deliverable
software.
2. EQUIPMENT & DEVICES. ACE*COMM shall provide the following equipment and
associated devices:
CUSTOMER
SERVER PLATFORM
3. SCHEDULE OF WORK: The document number T98.JMT.0676, Rev. 2 document for
each phase is included within the scope of this document. Included are
Attachments B (Engineering and Support Labor Costs), Attachment C (Cost
Estimate for Interfaces), Attachment E (Unix Platform Description),
Attachment F (Source code Escrow Agreement), Attachment J (Pricing
Workbook with Five Year Valuation)
4. DELIVERY AND PAYMENT SCHEDULE
The Delivery and Payment Schedule is as follows:
A. Delivery Schedule
<TABLE>
<CAPTION>
CONTRACT MILESTONES ESTIMATED DATE
------------------- --------------
<S> <C>
1. Receipt of Purchase Order June 4, 1998
2. Delivery of System to Site June 18, 1998
3. Installation of Software at ACE*COMM June 23, 1998
4. First Billing Calendar Cycle Begins Jan. 1, 1999
B. Payment Schedule - Customer agrees to pay ACE*COMM in
accordance with the following schedule:
14
<PAGE>
SYSTEM PAYMENTS PAYMENT AMOUNT
--------------- --------------
Licensed Software $2,143,431
Hardware 570,342
SERVICES
--------
Set-up/training 156,500
Other one-time costs 288,000
Custom development based on time & materials 250,000
Total with discount: $3,408,273
The amount above to be paid as follows:
Forty percent (40%) with order $1,363,311
Ten percent (10%) on July 31, 1998 340,827
Ten percent (10%) on August 31, 1998 340,827
Ten percent (10%) on September 30, 1998 340,827
Ten percent (10%) on October 31, 1998 340,827
Ten percent (10%) on November 30, 1998 340,827
Ten percent (10%) upon completion of first
Live billing cycle production run begins. 340,827
CONTRACT MILESTONES ESTIMATED DATE
------------------- --------------
1. Purchase Order received by ACE*COMM June 4, 1998
2. Contract signed June 10, 1998
3. Installation of NetPlus Pro*Vision June 23, 1998
4. First Live Billing Cycle production run begins January 31, 1999
</TABLE>
15
<PAGE>
Attachment B
ENGINEERING AND SUPPORT SERVICES
TIME AND EXPENSES
1. Engineering and support services are available on a time and expenses
basis. Services may be provided on fixed price quotation basis or on
actual time and expenses as they are incurred.
2. Labor is charged for work time.
3. The following table presents current labor rates by labor category.
4. Overtime billed at standard rates.
<TABLE>
<CAPTION>
RATE CATEGORY LABOR TITLE RATE PER HOUR
<S> <C> <C>
A Program Manager 185
A Software Applications 160
Engineer/Programmer IV
A Software Development Manager 160
A Technical Support Manager 160
A Technical Training Manager 160
B Project Manager 140
B Senior Technical Training Instructor 140
B Software Applications 140
Engineer/Programmer III
B Systems Engineering Manager 140
B Technical Support Engineer III 140
C Quality Assurance Technician III 110
C Software Applications 110
Engineer/Programmer II
Technical Support Engineer II 110
C Technical Training Instructor II 110
D Software Applications 90
Engineer/Program I
D Technical Support Engineer I 90
F Data Entry Operator 55
</TABLE>
16
<PAGE>
Attachment E
Desc.: SUN Enterprise 3500 Servers
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------------------
Unit Client
Line List Unit Extended Client
No. Qty. Manufacturer Description Item # Price Cost List Price Ext Cost
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Note: This configuration is for 2 Sun
Enterprise 3500 Servers set up to
share the Tape Backup Services
- - ---------------------------------------------------------------------------------------------------------------------------------
2
- - ---------------------------------------------------------------------------------------------------------------------------------
3 2 SUN Enterprise 3500 Server Base E3500-C64 79,800.00 57,456.00 159,600.00 114,912.00
Package, Tower Enclosure, One
SunCD32, Two Power/Cooling
Modules. Two CPU/Memory Boards,
Four 336-MHz/4-MB UltraSPARC
Modules, Solaris Server License
- - ---------------------------------------------------------------------------------------------------------------------------------
4 8 SUN 256-Mbyte Memory Expansion (8 X 7022A 3,200.00 2,304.00 25,600.00 18,432.00
32-Mbyte Memory Module)
- - ---------------------------------------------------------------------------------------------------------------------------------
5 16 SUN Internal 9.1-Gbyte 7200 RPM FC-AL 6709A 2,500.00 1,800.00 40,000.00 28,800.00
Disk Drive. 1.6" High
- - ---------------------------------------------------------------------------------------------------------------------------------
6 2 SUN EXX00 SBus I/O Board w/Three 2612A 6,500.00 4,680.00 13,000.00 9,360.00
Empty SBus slots, two empty 100
MB/sec FC-AL sockets, one 10/100
MB/sec Ethernet (Twisted Pair or
MIDI) Interface
- - ---------------------------------------------------------------------------------------------------------------------------------
7 2 SUN Optional FC-AL Interface Board, 2652A 1,500.00 1,080.00 3,000.00 2,160.00
includes two GBIC modules, one 2
meter FC-AL cable
- - ---------------------------------------------------------------------------------------------------------------------------------
8 2 SUN 2-meter Fibre Optic Cable X973A 150.00 150.00 300.00 300.00
- - ---------------------------------------------------------------------------------------------------------------------------------
9 2 SUN SunFastEthernet 10/100 SBus 1059A 795.00 572.40 1,590.00 1,144.80
Adapter 2.0 SBus Card,
Media, Documentation
and Single-SBus License
SunFastEthernet 10/100
SBus Adapter 2.0
- - ---------------------------------------------------------------------------------------------------------------------------------
10 4 SUN FC-AL 100 MB/sec GBIC module 6731A 600.00 432.00 2,400.00 1,728.00
- - ---------------------------------------------------------------------------------------------------------------------------------
11 2 SUN TurboGX 8-bit color graphics 7110A 830.00 730.40 1,660.00 1,460.80
card, cables and documentation
- - ---------------------------------------------------------------------------------------------------------------------------------
12 2 SUN 17-inch Entry Color Monitor X7103A 710.00 624.80 1,420.00 1,249.60
- - ---------------------------------------------------------------------------------------------------------------------------------
13 2 SUN Type 5 Country Kits for U.S. and X3540A
Canada only, UNIX
- - ---------------------------------------------------------------------------------------------------------------------------------
14 2 SUN Solaris 25.1 Hardware 11/97 US SOLS-2.51NO 100.00 72.00 200.00 144.00
English Server Media Kit
- - ---------------------------------------------------------------------------------------------------------------------------------
15 2 SUN Second Peripheral Power Supply, 9698A 1,500.00 1,080.00 3,000.00 2,160.00
195W
- - ---------------------------------------------------------------------------------------------------------------------------------
16 2 SUN SERVERSTART Install Services NF-INST-SS 2,000.00 2,000.00 4,000.00 4,000.00
- - ---------------------------------------------------------------------------------------------------------------------------------
17 2 SUN SPARCstorage Array Installation NF-INST-SSA 1,800.00 1,800.00 3,600.00 3,600.00
Service
- - ---------------------------------------------------------------------------------------------------------------------------------
18 2 SUN (RTU License Only) Sun Enterprise EVM-2.5-DS-L 6,995.00 5,036.40 13,990.00 10,072.80
Volume Manager 2.5 for
Departmental Servers RTU only
- - ---------------------------------------------------------------------------------------------------------------------------------
19 2 SUN Solstice Database Module for BU09S-210.99 5,000.00 4,250.00 10,000.00 8500.00
Oracle 2.1 for Solaris/SPARC
Media, Docs RTU
- - ---------------------------------------------------------------------------------------------------------------------------------
20 SUBTOTAL 2 SERVERS $208,024.00
- - ---------------------------------------------------------------------------------------------------------------------------------
21 PRICE PER SERVER $104,012.00
- - ---------------------------------------------------------------------------------------------------------------------------------
22
- - ---------------------------------------------------------------------------------------------------------------------------------
23 1 SUN SBus Differential Fast/wide 1062A 1,295.00 932.40 1,295.00 932.40
Intelligent SCSI-2 Host Adapter
(DWIS/S)
- - ---------------------------------------------------------------------------------------------------------------------------------
24 1 SUN 280-560 Gbyte StorEdge L280 Tape SG- 19,500.00 14,040.00 19,500.00 14,040.00
Autoloader (Desktop) XLIBDLT1-
- - ---------------------------------------------------------------------------------------------------------------------------------
25 1 SUN Solstice Backup 5.1 Network BUW99-510-99 6,000.00 5,100.00 6,000.00 5,100.00
Edition for Solaris SPARC/Intel,
Media, Docs, RTU
- - ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Attachment E
Desc.: SUN Enterprise 3500 Servers
- - ---------------------------------------------------------------------------------------------------------------------------------
Unit Client
Line List Unit Extended Client
No. Qty. Manufacturer Description Item # Price Cost List Price Ext Cost
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
26 1 SUN Solstice Backup 5.1 1-8 slot BUJV9- 1,500,00 1,275.00 1,500.00 1,275.00
jukebox module for Solaris 510-999
SPARC/Intel. RTU
- - ---------------------------------------------------------------------------------------------------------------------------------
27 1 SUN (Media and Documentation Sun EVM-2-5-B 100.00 100.00 100.00 100.00
Enterprise Volume Manager 2.5
Base Pack
- - ---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL ANCILLARY EQUIPMENT $21,447.40
----------------------------------------------------------------------------------------------------
PURCHASE PRICE $229,471.40
----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
LOGIX COMMUNICATIONS CORPORATION
STATEMENT OF WORK/PRICING
Netplus Pro*Vision, N*VISION, CANS, DCMS
ACE*COMM Deliverable Software, Hardware, and Services
SUMMARY PAGE
OFFEROR:
ACE*COMM Corporation
704 Quince Orchard Road Phone: 301-721-3000
Gaithersburg, Maryland 20878 Fax: 301-721-3001
<TABLE>
<S> <C> <C>
1.0 SOFTWARE PRO*VISION LICENSE
1.1 Client Software License, plus annual warranty
1.2 Server Software by Function Group
1.3 Total Initial Software for 45,000 ANIs
1.4 Incremental License Additions Costs
Initial software warranty is for 12 months from
delivery. Thereafter maintenance is for one year
durations at 18% of current license fee not to exceed
$500,000 in years 3 through 5. License includes
purchased modules plus all scheduled releases while
maintenance is in effect.
2.0 SETUP, SUPPORT, & TRAINING
3.0 SERVICE BUREAU --Outsource MIS/Data Processing
Logix licenses software and purchases Server located
at ACE*COMM. Server and Back Office bill processing
done at ACE*COMM Data Center Service. Bureau/MIS
Outsourcing pricing is available with a minimum
$12,500 per month fee against actual transaction
fees.
4.0 HARDWARE for Pro*Vision
Plus 15% ACE*COMM integration and testing charge.
Client hardware platform pricing not included in
Quote. Windows 95 workstation required for Developer
2000 bill production.
5.0 REAL TIME DATA MANAGEMENT
N*Vision-Real Time Network Surveillance, Reporting, Data Warehousing
DCMS Data collection device to feed Pro*Vision.
CANS Network Data storage and distribution package
Modification to software to be determined.
5.1 Software Charge, Hardware Charge, Implementation and Training
6.0 ACE*COMM PRICING SUMMARY
</TABLE>
1
<PAGE>
LOGIX COMMUNICATIONS CORPORATION
STATEMENT OF WORK/PRICING
NETPLUS PRO*VISION
Multi-Services Customer Care, Service Management and Billing
OFFEROR:
ACE*COMM
704 Quince Orchard Road Phone: 301-721-3000
Gaithersburg, Maryland 20878 Fax: 301-721-3001
Contact: Michael Kresloff
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1.0 PRO*VISION SOFTWARE REQUIREMENTS GENERAL:
Software is provided on a per seat (client) and Site (server) license format
1.1 CLIENT $250,000 one time payment (plus maintenance for years two and beyond)
for unlimited, perpetual Logix client workstations.
1.2 SERVER Core Modules (systems admin., report writer, process security) $ 360,895
Billing Customer Care $ 530,612
Service Creation, Facilities Management $ 472,090
CDR Mediation (via FTP or Tape) w/o Collector $ 85,834
First Year Warranty (included)
===========
1.3 Total Server Software 45,000 initial lines $ 1,449,431
(ANI's, Paging, Wireless, D50 Numbers)
--------------------------------------------------------------------------------------------------------
1.4 GROWTH LICENSE INCREMENTS 10,000+ 25,000+ 50,000+ 100,000+
--------------------------------------------------------------------------------------------------------
INCREMENTS 40K - 100K TO 100K TO 200K
--------------------------------------------------------------------------------------------------------
Core Modules $ 38,672 $ 82,178 $ 143,811 $ 251,669
--------------------------------------------------------------------------------------------------------
Billing Customer Care $ 55,000 $ 116,875 $ 204,531 $ 357,930
--------------------------------------------------------------------------------------------------------
Service Creation, Facilities
Management $ 49,844 $ 105,918 $ 185,356 $ 324,374
--------------------------------------------------------------------------------------------------------
Call Mediation w/o collector $ 10,313 $ 21,914 $ 38,350 $ 67,112
--------------------------------------------------------------------------------------------------------
INCREMENT TOTAL $ 153,828 $ 326,885 $ 572,048 $ 1,001,085
--------------------------------------------------------------------------------------------------------
1.5 One Year Software Warranty included with initial license pricing.
Pro*Vision is tested for year 2000 operability. If faults are found
concerning the year 2000, they will be fixed free of charge.
Server Software Maintenance provided an 18% of License fee. Hardware
warranty can be extended to one year with hardware vendor. Client
Software Maintenance is provided at 18% of client licenses per year.
Customization/Modification costs to be determined.
1.6 For item Growth License documents for Pro*Vision, N*Vision and CANS,
Customer Shall be entitled to a 20% discount in years 2 through 5 and
shall not pay more than $1,500,000, $1,500,000, and $700 for such
Growth Licenses in years 3, 4 and 5 respectively.
</TABLE>
2
<PAGE>
- - --------------------------------------------------------------------------------
LOGIX COMMUNICATIONS CORPORATION
- - --------------------------------------------------------------------------------
STATEMENT OF WORK/PRICING
NETPLUS PRO*VISION
Multi-Services Customer Care, Service Management and Billing
- - --------------------------------------------------------------------------------
OFFEROR:
ACE*COMM
704 Quince Orchard Road Phone: 301-721-3000
Gaithersburg, Maryland 20878 Fax: 301-721-3001
Contact: Mike Kresloff
- - --------------------------------------------------------------------------------
2.0 TRAINING AND SETUP RECOMMENDATIONS.
Software is provided on a per seat (client) and Site (server) license
format. Charges will be based on actual time and materials in
accordance with Attachment B.
<TABLE>
<S> <C>
Estimated Site Setup (Install) $ 30,000
Estimated Training (Basic level course instruction) $ 30,000
Estimated Support (Data Fill and implementation)
For actual hourly rates, see Attachment B.
$ 288,000
---------
TOTAL PRO*VISION TRAINING, $ 348,000
=========
SET-UP AND SUPPORT
</TABLE>
3
<PAGE>
- - --------------------------------------------------------------------------------
LOGIX COMMUNICATIONS CORPORATION
- - --------------------------------------------------------------------------------
STATEMENT OF WORK/PRICING
NETPLUS PRO*VISION AND N*VISION/CANS
Multi-Services Customer Care, Service Management and Billing
OFFEROR:
ACE*COMM
704 Quince Orchard Road Phone: 301-721-3000
Gaithersburg, Maryland 20878 Fax: 301-721-3001
4.0 HARDWARE PRICING ESTIMATE
<TABLE>
<S> <C>
UNIX Ultra 3500 Server Hardware w/Ancillary Eqmt. $125,459.40
ACE*COMM Integration $18,818.91
-----------
SUB TOTAL $144,278.31
-----------
NT Server for print engine, networked to UNIX server.
Pentium II Processor
Optimally configured SUB TOTAL $ 10,000
-----------
TOTAL PRO*VISION HARDWARE $154,278.31
===========
</TABLE>
4
<PAGE>
- - --------------------------------------------------------------------------------
LOGIX COMMUNICATIONS CORPORATION
- - --------------------------------------------------------------------------------
STATEMENT OF WORK/PRICING
NETWORK SURVEILLANCE, CDR COLLECTION AND REFORMATTING
Enhanced, Real Time CDR Management
OFFEROR:
ACE*COMM Corporation
704 Quince Orchard Road Phone: 301-721-3000
Gaithersburg, Maryland 20878 Fax: 301-721-3001
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------
HARDWARE IMPLEMENTATION/SET
PRODUCT SOFTWARE COST COST UP TRAINING
<S> <C> <C> <C> <C>
- - ------------------------------------------------------------------------------------------------------------------
N*VISION (See note (1)) $300,000 $20,000* $5,000*
DCMS* - CDR Collection--Redundant-One per $45,000 $3,500* $7,500*
switch unless BX.25 from DMS 500
Discounts for 3rd to 5th - 5%
Discounts for 6th to 10th - 10%
Discounts for 11th to 15th - 15%
Discounts for 16th to 20th - 20%
CANS, Network Collection and CDR Distribution $10,000* $15,000*
Up to 8 switches at $144,000
9-16 switches at $256,000
17-24 switches at $368,000
25-32 switches $448,000
Site Survey per site $3,000*
UNIX Server Component for N*Vision $119,613.80 $5,000* $10,000*
w/integration
==================================================================================================================
</TABLE>
(1) Price of $300K is for up to 500K daily CDRs. For 500K - 1 million daily
CDRs, additional $150K; for 1 - 2 million daily, additional $150K; for 2
million to 3 million, additional $150K; for 3 - 5 million, additional $375K;
for 6 - 10 million, additional $375K; for 11 - 20 million, additional $375K.
Note: N*Vision, DCMS, and CANS are tested for year 2000 operability. If faults
are found concerning year 2000, they will be fixed free of charge.
*Implementation and training will be completed on a time and material basis at
the rates listed in Attachment B.
5
<PAGE>
- - --------------------------------------------------------------------------------
LOGIX COMMUNICATIONS CORPORATION
- - --------------------------------------------------------------------------------
STATEMENT OF WORK/PRICING
NETPLUS PRO*VISION, N*VISION, CANS, DC&MS
Multi-Services Customer Care, Service Management and Billing
Initial Contract Price
OFFEROR:
ACE*COMM Corporation
704 Quince Orchard Road Phone: 301-721-3000
Gaithersburg, Maryland 20878 Fax: 301-721-3001
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
6.0 ACE*COMM Pricing Summary
SOFTWARE
Pro*Vision Server Software License $ 1,449,431
Pro*Vision Client Software License $ 250,000
N*Vision $ 300,000
CANS (6 switch license) $ 144,000
------------------
TOTAL SOFTWARE $ 2,143,431
==================
HARDWARE
Pro*Vision UNIX Server with Ancillary Equipment $ 144,2&8
DCMS - (six sites, redundant) $ 258,750
N*Vision UNIX Server $ 119,614
NT Server for Bill Print Engine $ 10,000
Hardware Maintenance 9 months for servers $ 37,700
------------------
TOTAL HARDWARE $ 570,342
==================
INSTALLATION AND SETUP
Pro*Vision Setup/training $ 60,000
N*Vision $ 40,000
DCMS (six setups, one training) $ 28,500
CANS $ 28,000
------------------
TOTAL SERVICES $ 156,500
==================
OTHER ONE TIME COST
Pro*Vision Support Six Months $ 288,000
Development Estimate $ 250,000
------------------
TOTAL SERVICES $ 538,000
==================
OVERALL TOTAL $ 3,408,273
==================
Payment Terms 40% with order 1,363,311
10% on July 31, 1998 340,827
10% on August 31, 1998 340,827
10% on September 30, 1998 340,827
10% on October 31, 1998 340,827
10% on November 30, 1998 340.827
10% upon completion of first live billing cycle. 340,827
</TABLE>
Service Bureau processing charges are not included in this summary and are
payable monthly from the start of first live billing cycle production run.
6
<PAGE>
DATA PROCESSING SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is hereby entered into between
ACE*COMM Corporation ("ACE*COMM") located at 704 Quince Orchard Road,
Gaithersburg, Maryland 2,0878, and LOGIX COMMUNICATIONS CORPORATION, A
SUBSIDIARY OF DOBSON WIRELINE COMPANY ("Customer") with offices at 13439 N.
BROADWAY EXTENSION. OKLAHOMA CITY, OKLAHOMA 73114, on the following terms and
conditions:
1. GENERAL UNDERTAKING.
(a) COMPUTER PROCESSING SERVICES. ACE*COMM shall provide Customer with the
computer processing services described in the Schedule of Processing Services
(the "Processing Services")' to process Customer's internal information (the
"Data"), which may include Internal information of Customer's parent, subsidiary
or other affiliate controlled by any of the foregoing (where "control" for
purposes of this Section 1 means a 50% ownership interest), in accordance with
Section 2(d) ("Performance Goals") and this Agreement. ACE*COMM will provide the
Processing Services from its data processing center, located in Gaithersburg,
Maryland (the "Processing ACE*COMM Data Center"), at the prices set forth in
Section 4 ("Service Fees & Other Charges").
(b) COMMUNICATIONS SYSTEM. ACE*COMM shall deliver Processing Services to
a "Point of Connection" located within the communications room at the
Processing ACE*COMM Data Center. The Customer shall at its own expense
provide or arrange dedicated telecommunications circuits and transmission
services linking the Point of Connection with the Customer's central and
various remote locations (the "Communications System"). ACE*COMM's ability to
provide Processing Service's in accordance with this Agreement is expressly
conditioned on the adequacy and availability of the Communications System
supplied by Customer, which will initially be an adequate connection from a
vendor selected by Customer and may be modified from time to time at the
election of Customer.
(c) REMOTE ACCESS EQUIPMENT. The parties shall provide the following
equipment during the Term of this Agreement:
(i) SUPPLIED BY ACE*COMM. ACE*COMM shall provide, install and maintain
at the prices set forth in the Schedule of Prices the computer hardware and
telecommunications devices identified on Subpart A of the attached Schedule
of Remote Access Equipment at the locations specified therein (the "ACE* COMM
Equipment:
(ii) SUPPLIED BY CUSTOMER. Except as specified in Clause (i) above, the
Customer shall provide, install and maintain at its own expense all other
remote computer terminals, modems, printers and other hardware and
telecommunications services (including leased lines and circuits) and devices
required to obtain access to the Processing ACE*COMM Data Center and to make
effective use of the Processing Services at the level of activity and
performance contemplated herein (the "Customer Equipment").
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<PAGE>
(d) SOFTWARE. The software used by ACE*COMM to provide the Processing
Services shall be supplied as follows:
(i) OPERATIONS SOFTWARE. ACE*COMM shall, as specified in the Schedule of
Software, provide the "Standard Library of Software" at no additional charge and
shall provide the "Software Subject to Surcharge" at the surcharge rates set
forth in the Schedule of Prices.
(ii) APPLICATIONS SERVICES. Unless specified in the Schedule of Application
Services, the work contemplated hereunder does not include software applications
development, maintenance or conversion of programs or data.
(e) OTHER BILLABLE SERVICES. ACE*COMM shall be reasonably available from
time to time during the Term hereof to assist Customer with "Other Billable
Services" outside the scope of Processing Services. Such services could
include assistance in the design or procurement of additional or different
telecommunications circuits, implementation or consolidation of other
Customer data processing operations, software development or conversion
services and general troubleshooting of problems with Customer-supplied
application software or problems interfering with Processing Services not
caused by ACE*COMM. Other Billable Services shall be subject to a signed
amendment hereto or separate agreement between the parties.
2. PROCESSING ACE*COMM DATA CENTER OPERATIONS.
(a) INITIATING PROCESSING AT THE PROCESSING ACE*COMM DATA CENTER. Within
fifteen (15) days after execution of this Agreement, the parties shall each
appoint a Coordinator responsible for coordinating and facilitating the
implementation of Customer's data processing operations at the Processing
ACE*COMM Data Center. ACE*COMM shall plan, manage and execute the
implementation according to a plan and schedule approved by the parties (the
"Implementation Plan").
(b) COMMENCEMENT OF PROCESSING SERVICES. Upon completion of
implementation, the parties shall test the Processing Services to determine
whether the level of performance complies with the criteria set forth in the
IMPLEMENTATION PLAN. The "Commencement Date" of the Processing Services shall
be determined by the respective Service Coordinators of ACE*COMM and
Customer. Thereafter, each anniversary of the Commencement Date shall be
considered a separate "Processing Year" for purposes of this Agreement.
(c) OPERATIONS MANAGEMENT.
(i) CUSTOMER ACCOUNT MANAGER. ACE*COMM shall appoint a Customer Account
Manager to serve as Customer's key point of contact with ACE*COMM for any
questions, problems or service issues during the Term hereof, as more fully
explained in ACE*COMM's Customer Guide (the "Customer Guide"). The Customer
Guide will be completed 15 days after commencement and will be delivered in a
form mutually agreed to by the parties.
(ii) DOCUMENTATION. ACE*COMM shall, at its own expense, provide Customer
two (2) copies of the Customer Guide, one in electronic MS Word format, and
related documentation
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<PAGE>
pertaining to ACE*COMM supplied software. (collectively, the
"Documentation"). The Customer may copy the Documentation. Upon termination
of this Agreement, the Customer shall either return to ACE*COMM all copies of
Documentation under its possession or control, or destroy such copies with
confirmation of such to ACE*COMM within a reasonable period of time.
(iii) TRAINING. ACE*COMM shall, at its proposed rates, provide Customer such
training and instruction at a mutually convenient location as may reasonably be
needed by managers and technicians of general proficiency to make effective use
of the Processing Services.
(iv) OPERATING PROCEDURES. After receipt of the Customer Guide, the
Customer shall at all times comply with ACE*COMM's operational and security
procedures, as reflected in the Customer Guide, as from time to time revised
by ACE*COMM. ACE*COMM reserves the right in its sole discretion to upgrade or
reconfigure system components, hardware or software and otherwise to arrange
its location or method of operations and procedures, in a manner that
maintains its compatibility with existing systems, as it deems necessary or
helpful in meeting the requirements of this Agreement.
(d) PERFORMANCE GOALS.
(i) PROCESSING SERVICES PERFORMANCE OBJECTIVES. ACE*COMM shall meet the
minimum performance objectives for the Processing Services (the "Performance
Goals"), as follows:
(a) TIMELINESS OF SUBSCRIBER INVOICES. ACE*COMM shall send
out all subscriber invoices, as described in Section
1(c) of the Schedule of Processing Services, generated
by the Processing Services (the "Subscriber Invoices")
with the following schedule. ACE*COMM shall send out the
Subscriber Invoices for charges incurred during a
billing cycle within nine (9) calendar days of the end
of the billing cycle, including one-half of a business
day for billing cycle verification by Customer, as
defined in the Customer Guide. In the event the Customer
uses more than one-half of a business day for cycle
verification, the excess time beyond one-half of a business
day shall be added onto the nine (9) day deadline for
sending out the Subscriber Invoices described herein.
Subscriber Invoices must be sent to the correct address,
physical or electronic, for each account as provided by
Customer in order to fulfill the requirement of timeliness
set forth by this Subsection (a).
b) METHOD OF DELIVERY FOR SUBSCRIBER INVOICES. ACE*COMM
shall deliver Subscriber Invoices in accordance with the
method specified by Customer for the billing of each
account. Where not otherwise specified by Customer,
ACE*COMM shall deliver Subscriber Invoices by
first-class mail postage prepaid.
c) ACCURACY OF SUBSCRIBER INVOICES. ACE*COMM shall bill
parties for
Page 3
<PAGE>
the full and exact amount indicated as owing by the Data
provided by Customer unless otherwise instructed in
writing by Customer.
(ii) OPERATIONAL PARAMETERS. After commencement of Processing Services, the
Performance Goals shall be conditioned on the Customer not exceeding fifteen
percent (15%) or more transaction growth," as described below, in any month, If
this occurs, the Parties shall negotiate in good faith an appropriate adjustment
to the Processing Services and/or Performance Goals for that month. Transaction
growth shall be calculated as the percentage increase in "Billable Transactions"
(Billable Transactions are defined as any call transaction message that is input
through electronic and manual means to a ACE*COMM managed process or processes
that will result in direct or indirect invoicing by ACE*COMM or any third party
company, account cycle processing, tape input and output handling and material
cost etc. as defined in Schedule of Prices -- Billable Transactions), required
by the Customer in a given month as compared to the average number of
Billable Transactions required over the previous two (2) months.
(iii) OTHER MATTERS. The Performance Goals (and any specific goals for
Particular System functions described in any attachment hereto) shall be
considered objectives only and not representations, warranties or guarantees of
performance, The performance objective, as described above, shall not apply
during the first sixty (60) days following the Commencement Date. ACE*COMM shall
make its best efforts to Provide the maximum performance possible during this
sixty (60) day period and throughout the term of this contract.
(e) MIGRATION FROM ACE*COMM. Upon termination of this Agreement for any
reason, at Customer's request, ACE*COMM shall provide support staff, services
and shall cooperate fully with Customer to plan and execute an orderly
migration of hardware, software and Processing Services to the destination of
Customer's choice according to a migration plan and schedule supplied by
Customer in mutually agreeable form. The services described in this Section
2(e) shall be subject to a fee as described in the Schedule of Prices (the
"Migration Fee").
3 TERM. TERMINATION. This Agreement shall be effective from the date
last below written and, unless terminated earlier under this Section 3
or under Section 14 ("Default"), shall continue in full force and
effect for a period of four (4) years from the Commencement Date. The
Term shall be renewed for successive one (1) year periods unless either
party notifies the other party at least sixty (60) days prior to
expiration of the then current Term that the Agreement shall not be
renewed. Notwithstanding the foregoing, Customer may terminate this
Agreement at any time after Completion of the second (2nd) Processing
Year, upon sixty (60) days' notice and payment of the "Termination Fee"
described in the Schedule of Prices. Such termination shall have no
effect on Customer's obligation to pay for all amounts due hereunder or
the parties' rights and obligations under Section 6 ("Proprietary
Rights"), Section 7 ("Confidential Information"), Section 8
("Nonsolicitation"), Section 11 ("Limitation of Remedies &
Liabilities") or Section 21 ("Compliance with Export Regulations").
Notwithstanding the foregoing, in the event ACE*COMM fails during four
(4) of any eight (8) consecutive months to meet the Performance Goals
described in Section 2(d) ("Performance Goals") Customer shall have an
unrestricted right to terminate this agreement and shall thereafter
incur no obligations under the Agreement. Such termination shall have
no effect on the parties' rights and
Page 4
<PAGE>
obligations under Section 6 ("Proprietary Rights"), Section 7
("Confidential Information"), Section 8 ("Nonsolicitation"), Section 11
("Limitation of Remedies & Liabilities") or Section 21 ("Compliance
with Export Regulations").
4. SERVICE FEES & OTHER CHARGES. Beginning with the Commencement Date and
in consideration of the Processing Services and other technology or
services provided under Section 1 ("General Undertaking"), the Customer
agrees to pay ACE*COMM the following compensation in accordance with
Section 5 ("Invoices & Payment"):
(a) MONTHLY SERVICE FEES.
Customer shall pay ACE*COMM the greater of either:
(i) MINIMUM MONTHLY SERVICE FEE. a Minimum Monthly
Service Fee in the amount of twelve thousand five hundred
dollars ($12,500.00) for the Processing Services.
(ii) TRANSACTION PROCESSING FEE. a Transaction Processing
Fee as calculated in accordance with the SCHEDULE OF
PRICES.
(b) CERTAIN OTHER CHARGES. If the data submitted by Customer is incorrect,
incomplete or not in the format specified by ACE*COMM, Customer agrees to pay
ACE*COMM their then current standard hourly rates for additional work required
to correct, complete or otherwise prepare the data for processing where Customer
has provided prior approval for such work to be undertaken by ACE*COMM.
Once production control release's approval for cycle printing,
all costs for transaction processing, and/or cycle printing
will be the responsibility of Customer (this includes restarts
and reruns) unless such costs are incurred through the
negligence of ACE*COMM.
The price for Other Billable Services, if any, rendered by
ACE*COMM shall be ACE*COMM's then current proposed standard
price for the services rendered or such price as the parties
otherwise agree in writing. Unless otherwise stated, the price
for Other Billable Services does not include and Customer
shall reimburse ACE*COMM for all associated out-of-pocket
costs for travel, long distance telephone, shipping, supplies
and other related costs, subject to reasonable reporting and
substantiation requirements.
(c) CERTAIN TAXES. The Customer shall be responsible for any state and
local sales or use tax based on the Customer's payment of fees and use of
Processing Services or other deliverables provided hereunder. ACE*COMM shall
be responsible for taxes based on ACE*COMM's net income, gross income,
receipts, capital or net worth as well as all minimum taxes, doing business
taxes and franchise taxes.
5. INVOICES & PAYMENT.
Page 5
<PAGE>
(a) MINIMUM MONTHLY SERVICE FEE. The Minimum Monthly Service Fee shall be
paid in arrears, without invoice or additional notice, on the first day of
each month beginning with the month following the month in which the
Commencement Date occurs. The Minimum Monthly Service Fee shall be prorated
during the first month of the first Processing Year and the last month of the
Term hereof based on the ratio of the actual number of days of Processing
Services utilization to the total number of days in each such month.
(b) ADDITIONAL SERVICE FEE. ACE*COMM shall submit an invoice to Customer
for any Additional Service Fees by the fifteenth (15th) day of the month
following the month in which such Additional Service Fees are incurred by
Customer. Such Additional Service Fees shall be paid no later than the first
day of the month immediately following the month in which such invoice is
dated.
(c) OTHER CHARGES. Any amounts due for Other Billable Services,
reimbursable out-of-pocket costs or other charges due hereunder shall be
invoiced monthly and paid by Customer within thirty (30) days from date of
invoice.
(d) LATE CHARGES. Customer may not withhold or "setoff" any amounts due
hereunder and ACE*COMM reserves the right to assert appropriate liens to ensure
payment. Any late payment shall be subject to costs of collection (including
reasonable attorneys' fees) and shall bear interest at the rate of one and one
half percent (1-1/2%) per month or fraction thereof until paid.
6. PROPRIETARY RIGHTS.
(a) RIGHTS IN DATA. ACE*COMM agrees that all Data received, computed,
developed, used or stored pursuant to this Agreement shall remain the
exclusive property of the Customer and that immediately upon termination of
this Agreement, all such Data shall be furnished to Customer in machine,
readable form without additional charge, except for reasonable processing,
material and labor costs, provided Customer is current in its payment of all
amounts due hereunder. ACE*COMM further agrees that the Data will be used
only for the purposes expressly contemplated by this agreement and for no
other purpose.
(b) RIGHTS IN SOFTWARE. All software of third party vendors (other than
ACE*COMM) supplied by ACE*COMM shall be governed by the terms and conditions of
the original vendor license agreement accompanying such software or, if no such
license agreement is included, by the vender's standard license terms generally
applicable to the particular product provided such terms are typical and
ordinary and, in all cases, do not impose any obligations upon the Customer in
addition to the Customer's obligations as set forth in this Agreement. Upon
payment of all fees associated thereto, the Customer is hereby granted the
nonexclusive right and license to use, execute and copy all software supplied by
ACE*COMM in object code form as an integral part of obtaining the Processing
Services and for no other purpose. Except as Provided by Section 19
("Assignment, Transfer"), Customer may not assign, transfer or sublicense this
license without ACE*COMM's prior written consent (which consent shall not be
unreasonably withheld) and any attempt to the contrary shall be void. With
respect to the Customer-supplied software, ACE*COMM is hereby granted the
nonexclusive right and license to use such software in the same form(s) provided
by Customer for use in providing the Processing Services and for no other
Page 6
<PAGE>
purpose. ACE*COMM may not assign, transfer or sublicense this license without
the Customer's prior written consent (which consent shall not be unreasonably
withheld) and any attempt to the contrary shall be void. Unless otherwise agreed
in writing, any specially ordered software or modifications developed by
ACE*COMM at Customer's request shall be owned exclusively by ACE*COMM and
Customer shall receive a nonexclusive license conferring rights and obligations
equivalent to those provided for other ACE*COMM-supplied software, as described
in the second sentence of this Subsection.
7. CONFIDENTIAL INFORMATION.
(a) ACKNOWLEDGMENT OF CONFIDENTIALITY. Each party hereby acknowledges
that it may be exposed to confidential information belonging to or supplied
by the other party or relating to its affairs including, without limitation,
the Data, software, business plans and procedures, the terms of this
Agreement, the Customer Guide, and other information that may be marked as
confidential ("Confidential Information"). Confidential Information does not
include (i) information already known or independently developed by the
recipient outside the scope of this project; (ii) information in the public
domain through no wrongful act of the recipient, or (iii) information
received by the recipient from a third party who was free to disclose it.
(b) COVENANT NOT TO DISCLOSE. With respect to the other party's
Confidential Information, and except as expressly authorized herein or as
required by a court of competent jurisdiction, the recipient hereby agrees
that during the Term hereof and at all times thereafter it shall not use,
commercialize or disclose such Confidential Information to any person or
entity, except to its own employees having a "need to know" (and who are
themselves bound by similar nondisclosure restrictions) and to such other
recipients as the other party may approve in writing. In no event shall
either party attempt to decompile, disassemble or reverse engineer the other
party's confidential or proprietary information and any information
discovered in violation of this provision shall be treated as Confidential
Information belonging exclusively to the other party. Each party shall use at
least the same degree of care in safeguarding the other party's Confidential
Information as it uses in safeguarding its own confidential information, but
in no event shall less than due diligence and care be exercised. ACE*COMM
shall not make use of any of the information received from the Customer for
any purpose not expressly contemplated by this Agreement. If requested by the
Customer, ACE*COMM's Personnel who are assigned to work on the Customer's
projects shall execute a document satisfactory to the Customer acknowledging
and agreeing to be bound by the terms of this Section 7 ("Confidential
Information").
(c) NORMAL USE. Except as otherwise Specifically set forth in Section 6,
nothing in this Section 7 shall be deemed to restrict the Customer from using
any of the Customer's Data or any deliverable in the ordinary course of its
business it being understood that many employees, subcontractors and others
will use the Confidential Information in completing their duties for the
Customer and that it may become necessary for the Customer to interface
Confidential Information constituting software to other systems utilized by
the Customer, its customers, its suppliers, and its consultants.
8. NONSOLICITATION. During the Term and for a period of one (1) year
thereafter, each party
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<PAGE>
agrees not to solicit, nor attempt to solicit, the services of any
employee of the other party without the prior written consent of the
other party. If this provision is violated, the violating party shall,
pay liquidated damages equal to one hundred fifty (150) percent of
the Solicited person's annual compensation; provided that upon making
such payment, the violating party shall not be in breach of this
Agreement.
9. INJUNCTIVE RELIEF; The parties acknowledge that violation by one party
of the provisions of Section 6 ("Proprietary Rights"), Section 7
("Confidential Information") or Section 8 ("Nonsolicitation") would
cause irreparable harm to the other Party not adequately compensable by
monetary damages. In addition to other relief, it is agreed that
temporary and permanent injunctive relief would be an appropriate
remedy to prevent any actual or threatened violation of such provisions
or to enforce such provisions according to their terms. Any party
substantially prevailing in an action for injunctive relief under this
Section 9 shall be entitled to recover its costs of enforcement,
including reasonable attorneys' fees.
10. WARRANTIES.
(a) NONINFRINGEMENT WARRANTY. Each party (the "Indemnitor") represents and
warrants that the Data and any software supplied by it in accordance with
Section 1(d) ("Software"), when properly used as contemplated herein, will not
infringe or misappropriate any United States copyright, trademark, patent, or
the trade secrets of any third persons and will defend, indemnify and hold
harmless the other party (the "Indemnitee") from all damages, costs and expenses
(including reasonable attorneys' fees) incurred as a result of any third party
claim to the contrary. Upon being notified of such a claim, the Indemnitor shall
(i) defend through litigation or obtain through negotiation the right of
Indemnitee to continue using the Data or software; (ii) purge the Data of
tainted material or rework the software so as to make it noninfringing while
preserving the original functionality; or (iii) replace the software with
functionally equivalent software. If the Indemnitee reasonably determines that
none of the foregoing alternatives provide an adequate remedy, the Indemnitee
may, in addition to other relief, terminate all or any part of this Agreement.
(b) LIMITED PERFORMANCE WARRANTY. ACE*COMM represents and warrants that
it shall make its best effort to ensure that the Processing Services are
compatible with industry standards and practices, including year 2000
compliance, are free from malfunctions, errors or loss of Data, achieve the
Performance Goals described in Section 2(d) ("Performance Goals"). However,
ACE*COMM does not represent or warrant that the Processing Services will be
entirely free from error or defect or that it will actually achieve the
Performance Goals. The foregoing warranty shall apply only if: (i) Customer
follows all operational instructions contained in the most current Customer
Guide; (ii) Customer notifies ACE*COMM of errors or defects within a
reasonable time after the appearance thereof; (iii) Customer has (to the
extent Customer bears responsibility under another provision of this
Agreement) provided and maintained adequate Remote Access Equipment,
software, the Communications System and environmental conditions in
accordance with applicable specifications and industry standards; (iv)
Customer has not introduced other equipment, software or unusual workloads
creating a materially adverse impact on the Processing Services or the
ACE*COMM's ability to achieve the Performance Goals; and
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<PAGE>
(v) Customer has paid all amounts due hereunder and is not in default of any
material provision of this Agreement. Customer is solely responsible for the
adequacy and accuracy of all Data.
(c) WARRANTY RESPONSE. Upon being notified by the Customer or otherwise
obtaining knowledge of a malfunction, error, or defect of the Processing
Services ACE*COMM shall respond within a reasonable time as stated within the
Processing Services Schedule (but not later than 12 hours of elapsed time), by
telephone support or through the issuance of periodic updates to acknowledge the
malfunction, error, or defect and, with the cooperation of the Customer, shall
promptly commence diagnosis and error correction efforts and shall use all
reasonable efforts to correct such problem before the subsequent billing cycle
commences.
(d) WARRANTY DISCLAIMER. EXCEPT AS SPECIFICALLY, PROVIDED IN THIS.
SECTION 10 "WARRANTIES") ACE*COMM HEREBY DISCLAIMS WITH RESPECT TO ALL
PROCESSING OR OTHER SERVICES, EQUIPMENT, SOFTWARE, OR DELIVERABLES PROVIDED
HEREUNDER, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF REMEDIES & LIABILITIES. The parties acknowledge that the
following provisions have been negotiated by them and reflect a fair
allocation of risk:
(a) REMEDIES. Except for certain injunctive relief authorized under
Section 9 ("Injunctive Relief"), Customer's sole and exclusive remedies for
ACE*COMM's default hereunder shall be to obtain repair, replacement or
correction of the defective services, software, equipment or deliverable to
the extent warranted under Section 10 ("Warranties") which, in the case of
Processing Services, means ACE*COMM shall at its own expense reinput the Data
or rerun the programs containing the error. If such remedy is not
economically or technically feasible or effective, then Customer may obtain
an equitable partial or full credit or refund of amounts paid with respect to
the defective services or deliverable, subject to the limitation set forth in
Subsection (b) below.
(b) LIABILITIES. EXCEPT FOR DAMAGES ARISING FROM BODILY INJURY CAUSED
SOLELY BY THE NEGLIGENCE OF ACE*COMM, DAMAGES COVERED BY THE INDEMNIFICATION
AUTHORIZED UNDER SECTION 10(a) ("NONINFRINGEMENT WARRANTY"), DAMAGES ARISING
OUT OF AN INFRINGEMENT OF PROPRIETARY RIGHTS OR DISCLOSURE OF CONFIDENTIAL
INFORMATION, AMOUNTS DUE PURSUANT TO SUBSECTION 4(e) ("CERTAIN PRICE
CREDITS") AND ANY INJUNCTIVE RELIEF AUTHORIZED PURSUANT TO THIS AGREEMENT,
ACE*COMM SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING THE AMOUNT PAID BY
CUSTOMER UNDER THE CONTRACT DURING THE ONE (1) YEAR PRIOR TO THE EVENT GIVING
RISE TO THE ALLEGED CLAIM. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH
POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS
AGREEMENT.
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<PAGE>
12. NOTICES. Notices sent to either party shall be effective when delivered
in person or transmitted by telecopier ("fax") machine, one (1) day
after being sent by overnight courier, or two (2) days after being sent
by first-class mail postage prepaid to the addresses set forth below,
or to such other address as the parties may from time to time give
notice:
CUSTOMER ADDRESS: ACE*COMM ADDRESS
----------------- ----------------
LOGIX Communications Corporation, a Dr. Thomas V. Russotto
subsidiary of Dobson Wireline Company Vice President
Mr. Stephen Dobson ACE*COMM Corporation
13439 North Broadway Extension 704 Quince Orchard Road
Oklahoma City, OK 73114 Gaithersburg, MD 20878
13. FAX COUNTERPARTS. A facsimile of this Agreement and notices generated
in good form by a fax machine (as well as a photocopy thereof) shall be
treated as "original" documents admissible into evidence unless a
document's authenticity is genuinely placed in question.
14. DEFAULT. Either party shall be in default of this Agreement if: (i) it
breaches any material provision hereof and fails within ten (10) days
after receipt of notice of default to correct such default or to
commence corrective action reasonably acceptable to the aggrieved party
and proceed with due diligence to completion, or (ii) it becomes
insolvent, makes an assignment for the benefit of its creditors, a
receiver is appointed or a petition in Bankruptcy is filed with respect
to the party and is not dismissed within thirty (30) days.
15. ARBITRATION, CHOICE OF LAW. Except for certain injunctive relief
authorized under Section 9 ("Injunctive Relief"), which may be sought
at any time, any dispute between the parties arising out of or relating
to this Agreement or a breach hereof which dispute is not resolved
within 10 days after receipt of notice by the allegedly breaching
party, such dispute shall immediately be referred for resolution
jointly by senior executives of the parties who are authorized to
negotiate a resolution to such dispute. If such individuals are unable
to agree upon a resolution within 20 days after referral of such
dispute to them (such 20 day period together with the preceding 10 day
period being referred to as the "RESOLUTION PERIOD;" provided, however,
that the Resolution period shall in no event be less than 30 days),
then either party may, upon notice to the other party pursuant to
Section 12, refer the dispute for final, binding arbitration to
J.A.M.S./Endispute or its successor organization for arbitration before
a panel of three arbitrators (with each party choosing one arbitrator
and the third arbitrator being chosen by the first two arbitrators) in
Washington DC. Such arbitration shall be conducted under the
administrative rules of J.A.M.S./Endispute; provided, however, that in
the event of any conflict between such administrative rules and this
Section 15, the provisions of this Section 15 shall govern. Each party
shall bear its own coats and attorneys' fees with respect to such
arbitration. The award of the arbitrators shall include a written
explanation of their decision. The parties hereby agree that
arbitration before J.A.M.S./Endispute pursuant to this Section 15
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<PAGE>
shall be the Parties' exclusive remedy and that the arbitration
decision and award, if any, shall be final, binding upon, and
enforceable against, the parties, and may be confirmed by the
judgment of a court of competent jurisdiction. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
OF TEXAS, AND ANY PROCEEDING SHALL BE INITIATED AND MAINTAINED IN
SUCH STATE.
16. INDEPENDENT CONTRACTOR STATUS. Each, Party and its people are
independent contractors in relation to the other party with respect to
all matters arising under this Agreement. Nothing herein shall be
deemed, to establish a partnership, joint venture, association or
employment relationship between the parties. Each party shall remain
responsible, and shall indemnify and hold harmless the other party, for
the withholding and payment of all Federal, state and local personal
income, wage, earnings, occupation, social security, worker's
compensation, unemployment, sickness, and disability insurance taxes,
payroll levies or employee benefit requirement (under ERISA, state law
or otherwise) now existing or hereafter enacted and attributable to
themselves and their respective people.
17. SECURITY, NO CONFLICTS. Each party agrees to inform the other of any
information made available to the other party that is classified or
restricted data, agrees to comply with the security requirements;
imposed by any state or local government, or by the United States
Government, and shall return all such material upon request. Each party
warrants that its participation in this Agreement does not conflict
with any contractual or other obligation of the party or create any
conflict of interest prohibited by the U.S. Government or any other
government and shall promptly notify the other party if any such
conflict arises during the Term.
18. INSURANCE INDEMNITY. Each party shall maintain adequate Insurance
protection covering its respective activities hereunder, including
coverage for statutory worker's compensation, comprehensive, general
liability for bodily injury and tangible property damage, as well as
adequate coverage for vehicles. Each party shall indemnify and hold the
other harmless from liability for bodily injury, death and tangible
property damage resulting from the acts or omissions of its officers,
agents, employees or representatives acting within the scope of their
work. The parties agree that they mutually wave any and all rights of
subrogation; against the other party.
19. ASSIGNMENT, TRANSFER. The Customer reserves the right to transfer or
assign this Agreement, including the licenses granted hereunder, to any
parent, subsidiary or other affiliate controlled by any of the
foregoing (where "control" for purposes of this Section 19 means a 50%
ownership interest); provided, however, that if such transfer or
assignment by the Customer is done as part of a public offering of
securities by the Customer, by an entity that directly or indirectly
controls the Customer, or by an entity directly or indirectly
controlled by the Customer, then the Customer shall provide written
notice to ACE*COMM of such transfer or assignment, but ACE*COMM's
consent to such transfer or assignment shall not be required. ACE*COMM
shall not transfer, assign, subcontract or delegate its rights,
licenses and obligations under this Agreement without the Customer's
prior written consent (which consent shall not be unreasonably
withheld)
Page 11
<PAGE>
and any attempt to the contrary shall be void. This Agreement is
binding upon and is enforceable by the parties and their authorized
successors and assigns. Except as otherwise provided in this Section
19, neither party may assign this Agreement or any of its rights or
obligations hereunder without the written consent of the other party
and any attempt to do so shall be void and of no legal effect. In
any permitted transfer, assignment or subcontracting of this
Agreement, the transferring, assigning or subcontracting party shall
remain liable and responsible for all transferred, assigned or
subcontracted rights and obligations.
20. FORCE MAJEURE. Excluding any of the Customer's payment obligations
under this agreement, neither party shall be liable for delays or
failure to perform as a direct result of causes beyond its reasonable
control, including Acts of God (fire, storm, floods, earthquakes,
etc.), civil disturbances or disruption of telecommunications or other
essential services, or inability to use any third party-supplied
software for the purposes contemplated herein.
21. COMPLIANCE WITH EXPERT REGULATIONS. Customer shall obtain in a timely
manner all necessary or appropriate licenses, permits or other
governmental authorizations or approvals and shall comply with all
foreign or domestic laws, regulations or requirements pertaining to the
importation, exportation, or use of the Processing Services, software,
equipment, technology or Data to be provided herein. Absent such
governmental authorization, the Customer shall not directly or
indirectly export or re-export any such Processing Services, software,
equipment, technology or Data to Afghanistan, the People's Republic of
China or any Group Q.S.W.Y or Z country specified in Supplement 1 to
Part 770 of the U.S. Export Administration Regulations. This provision
and the assurances made herein shall survive termination of this
Agreement.
22. MISCELLANEOUS. This document and the accompanying Schedules, which are
hereby incorporated by reference in its entirety, constitute the entire
agreement between the parties with respect to the subject
matter hereof and supersede all other communications, whether written
or oral. This Agreement may be modified or amended only by a writing
signed by the party against whom enforcement is sought. Any provision
hereof found by a tribunal of competent jurisdiction to be illegal or
unenforceable shall be automatically conformed to the minimum
requirements of law and all other provisions shall remain in full force
and effect. Waiver of any provision hereof in one instance shall not
preclude enforcement thereof on future occasions. Headings are for
reference purposes only and have no substantive effect.
Page 12
<PAGE>
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Agreement to be executed by their duly authorized
representatives.
LOGIX COMMUNICATIONS ACE*COMM CORPORATION
CORPORATION
A subsidiary of Dobson Wireline Company By: /s/ THOMAS V. RUSSOTTO
---------------------------
By: /s/ WILLIAM HOFFMAN Name: THOMAS V. RUSSOTTO
----------------------------------- -------------------------
Name: WILLIAM HOFFMAN Title: VICE PRESIDENT
--------------------------------- ------------------------
Title: CHIEF OPERATING OFFICER Date: 6/30/98
-------------------------------- -------------------------
Date: 6/30/98
---------------------------------
Page 13
<PAGE>
SCHEDULE OF REMOTE ACCESS EQUIPMENT
Subpart A. Supplied by ACE*COMM
None identified at this time.
Subpart B. Supplied at this time.
None identified at this time.
SCHEDULE OF EMPLOYEES
COMPANY POSITION NAME
------- -------- ----
ACE*COMM Coordinator
Account Manager
Customer Point of Contact
SCHEDULE OF SOFTWARE
Subpart A. Standard Library of Software
ACE*COMM shall provide data center operations software as required to support
the Schedule of Processing Services (the "Standard Library of Software").
Operations software includes data processing support software such as tape
logging, bulk file transfer within ACE*COMM, database software for ACE*COMM
computers, applications/reports for transaction count verification etc.
Subpart B. Software Subject to a Surcharge
ACE*COMM shall also provide any third-party product as required to support the
Schedule of Processing Services (the "Software Subject to a Surcharge") at the
price indicated in the Schedule of Prices.
SCHEDULE OF APPLICATION SERVICES
Per document number T98JMT0786, REV. 2; Rev. 2 which may be modified from
time to time as mutually agreed by the parties.
Page 14
<PAGE>
SCHEDULE OF PRICES
Per document number T98.JMT.0676, Rev. 2 Statement of Work/Pricing
Software Subject to a Surcharge: Customer Approved Software at Cost Plus 30%
Billable Transactions
Call Processing and Bill Invoicing Charges charged against $12,500 process
minimum
<TABLE>
<CAPTION>
ITEM DESCRIPTION
---- -----------
<S> <C> <C> <C>
Monthly CDR Volume Price
0-1,000,000 $ 0.008000
1,000,001-3,000,000 $ 0.007500
3,000,001-5,000,000 $ 0.007000
5,000,001-10,000,000 $ 0.006000
10,000,001-15,000,000 $ 0.005500
15,000,001-25,000,000 $ 0.005000
25,000,001-50,000,000 $ 0.004500
50,000,001-100,000,000 $ 0.004250
100,000,001+ $ 0.004000
INVOICE * CHARGES MISC PROCESSING
ITEM PRICE Tape Handling Charge $20 In/Out
Summary Page $ 0.450
Additional Page (B&W) $ 0.055 Tapes at Cost
Mail transport at Cost
Transmission/Network at Cost
CDR PRICE
(AMA,EMI/EMR,CARE ETC.)
OUTPUT
Diskette 50.00
CD 50.00
Magnetic Cartridge 125.00
</TABLE>
NOTE: MONTHLY MINIMUM OF $1.50 PLUS POSTAGE PER STATEMENT. POSTAGE IS NOT
INCLUDED IN THE MONTHLY MINIMUM.
Page 15
<PAGE>
TRANSPORTATION CHARGES
As required at cost plus 10%
OTHER CHARGES
ACE*COMM Supplied Equipment as required plus 30%
Customer Supplied Equipment Plus 10%
Software and integration cost plus 30%
TERMINATION FEE
Total remaining Minimum Monthly Service Fees plus the Migration Fee, if any. The
Migration Fee shall be calculated in accordance with the following rates:
<TABLE>
<CAPTION>
LABOR CATEGORY HOURLY RATE YEAR 1 HOURLY RATE YEAR 2-4
-------------- ------------------ --------------------
<S> <C> <C>
DATA PROCESSING PERSONNEL Current proposed standard
Operations Project Manager $100.00 rates for data processing
Operations Staff $ 60.00 services
SYSTEMS PERSONNEL Current proposed standard
Project Manager $ 150.00 rates for data processing
Engineering Staff $ 120.00 services
</TABLE>
Page 16
<PAGE>
SCHEDULE OF PROCESSING SERVICES
The following represents the Processing Services referred to in Section 1(a)
("Computer Processing Services"):
1. OPERATIONS SUPPORT.
(a) PRODUCTION. ACE*COMM shall monitor, schedule, or otherwise initiate
batch jobs on behalf of the Customer as shown in the following
Billing Data Processing Responsibility Matrix. Summary Reports and
logs will be reviewed and the Customer will be notified of any
problems.
(b) PRODUCTION BATCH. Unless otherwise agreed in writing, the Customer's
schedule for batch jobs will be the same schedule in existence prior
to implementation of ACE*COMM processing or if none is in existence,
as mutually agreed per Data Center Services Guide, as mutually
agreed. Where input is required from the Customer for job scheduling
functions, such input from Customer will be forwarded to ACE*COMM in
hard copy form or via facsimile in a timely manner as scheduled.
ACE*COMM reserves the right to automate the manual initiation of
batch jobs where possible. ACE*COMM operators will notify the
Customer of abnormal job termination and perform job reruns and
restarts under established guidelines directed and approved by
Customer.
The Customer will review end-of-cycle reports and status and
authorize close of each billing cycle in writing. Such authorization
will be forwarded to ACE*COMM via facsimile or E-mail.
Data Processing requirements for Access Billing have not yet been
defined.
ACE*COMM Data Center services rendered to support this function will
be priced separately.
The attached BILLING DATA PROCESSING RESPONSIBILITY MATRIX provides
the specific run time activities.
(c) CUSTOMER SERVER SYSTEM ADMINISTRATION. Per Responsibility Matrix,
ACE*COMM shall address the following system administrator functions
for the Customer NetPlus server within the Data Processing Services
Guide:
(I) Maintain Network Configuration Files
(II) Maintain Netplus Configuration File
(III) Server Maintenance to include coordinating shutting down
and booting the server.
(IV) User Maintenance
(V) Maintain Access Control of Server Applications
(VI) Maintain Background Jobs
(VII) Monitor System Logs
(VIII) Maintain NetPlus Environment Variables
(IX) Database Management to include Starting and Stopping
ORACLE, mounting, dismounting the ORACLE database,
monitoring real-time use and performance of the ORACLE
database, and performing
Page 17
<PAGE>
backup and recovery of database logs and data.
(X) Disk Management to include allocation and reallocation
of permanent, temporary, and work data sets, data
compression, data purging, and other required tasks.
Customer retains responsibility for network
administration and client workstation administration.
(d) SUBSCRIBER INVOICES. ACE*COMM shall perform printing, packaging, and
mailing of the Customer invoices. Subscriber invoices will be
printed two-sided on pre-printed 8 1/2" by 11" paper stock. The first
page of each invoice shall be perforated with a logo banner
pre-printed at the top of the page. The first page of each invoice
section shall have a logo banner and a colored box for insert of the
section title preprinted at the top of the page. The continuation
pages of each section shall have only a logo banner pre-printed at
the top of the page. Subscriber invoices shall be packaged unbound.
ACE*COMM shall purchase from Customer approved vendors sufficient
pre-printed paper stock, mailing envelopes, return envelopes, and
magnetic media to support each bill run. The Customer is responsible
for providing a camera-ready image of the logo banner to be printed
on the pre-printed paper. Magnetic media shall include diskette,
9-track tape, and CDROM. ACE*COMM reserves the right to outsource
the printing, packaging, and mailing. Any customer requirements
outside of this standard will be priced separately.
(e) OUTGOING TAPE GENERATION. ACE*COMM shall perform all outgoing tape
and other external media processing functions, including mounts and
dismounts, and logging the tape generation and tape shipment to
third parties.
(f) EXTERNAL MEDIA MANAGEMENT. ACE*COMM shall perform all tape and other
external media processing functions, including logging receipt and
shipment, mounts, dismounts, on-site storage and off-site vaulting
of tapes and other external media received from third parties for
Customer processing. All such tapes and external media will be
stored in a physically secured environment at the ACE*COMM Data
Center. Processed tapes and external media will be archived to
off-site vaulting on a weekly basis. The Customer will provide
ACE*COMM with written instructions for retention of tapes in
off-site vaulting.
(g) CUSTOMER SERVER SYSTEM BACKUP AND RESTORE. ACE*COMM shall perform a
weekly backup of the Customer NetPlus server database and data files
to magnetic tape and a full backup of the NetPlus server monthly.
The Customer shall provide for mounting and dismounting of tapes and
shipment of monthly tapes to ACE*COMM for off-site vault archiving,
All backup tape receipts and distributions will be logged. All
backup and recovery operations will be coordinated with customer.
Customer retains responsibility for client workstation backup and
restore.
(h) CUSTOMER DISASTER RECOVERY. ACE*COMM shall provide disaster recovery
support for the Customer in the event of a catastrophe, ACE*COMM
will make available
Page 18
<PAGE>
resources, including space, operations staff, and operations
equipment at a cost to be determined when and if such support is
required.
(i) DATA CENTER ENVIRONMENT. ACE*COMM shall provide a secure processing
environment for data center facilities. ACE*COMM shall provide
secured access to operations equipment. Systems used for Customer
processing shall be provided with a UPS system for system operation
for not less than one hour for all data center equipment used in
support of service level agreements.
(j) DATA CENTER PROCESS CONTROL. ACE*COMM shall provide for logging of
all processing tasks performed with reports each month to the
Customer. This activity will provide the basis for billing/invoicing
the Customer for services rendered under this contract. ACE*COMM and
the Customer will establish-logging and monthly criteria prior to
the commencement of operations for the Customer.
(k) CUSTOMER SERVER STARTUP/SHUTDOWN. ACE*COMM will control the startup
and shutdown of all NetPlus Server processing functions at the
direction of Customer. ACE*COMM will notify Customer's users of any
unscheduled startup or shutdown of server processing.
(l) CUSTOMER SYSTEM AND SUBSYSTEM MONITORING AND MANAGEMENT. ACE*COMM
will be responsible for installing, maintaining, and administering
all system or subsystem level monitoring and management software.
Customer retains responsibility for any application level monitoring
and management such as database transaction logging to allow
database restore.
(m) CUSTOMER SYSTEM UPGRADES. Customer hardware and software upgrades
shall be coordinated with ACE*COMM to ensure compatibility of
operations between the Customer Site and the Data Center.
(n) PRIORITIES. Customer will determine the task priorities for both
batch and online processing services. ACE*COMM will administer
services provided according to Customer priorities.
(o) HELP DESK. ACE*COMM will provide the following Help Desk services:
(i) Customer will initiate trouble reports through its designated
representative(s) by contacting the Help Desk at the
telephone number listed in the Customer Guide;
(ii) ACE*COMM will log and classify all reported problems.
ACE*COMM will address all reported problems regarding
network and system availability, response time, terminal and
printer resets and any other such problem reasonably
classified by ACE*COMM as system related. ACE*COMM will
enlist Customer's information services staff when necessary
to assist in the resolution of these problems. For both
online and
Page 19
<PAGE>
batch application problems, ACE*COMM will contact the
designated Customer personnel for resolution of such
application related problems. If the designated Customer
personnel are not available, the parties shall follow the
"escalation procedures" set forth in the Customer Guide;
(iii) Terminal and printer hardware problems and any problems
related to Customer's applications will be forwarded to
Customer's operations or applications staff. If ACE*COMM
cannot contact the appropriate Customer personnel, the
parties shall follow the "escalation procedures" set forth
in the Customer Guide.
(iv) All reported problems will be entered into a shared problem
database accessible only by the Customer and the ACE*COMM
Data Center's operations and technical services staff. The
shared database will allow both ACE*COMM and the Customer to
track the resolution of reported problems.
p. Additional Services.
(i) Professional Services. Any professional services specifically
requested and approved in writing by the Customer will be billed at the
ACE*COMM Data Center's then current proposed rates for such services.
ACE*COMM will bill the Customer for its reasonable out-of-pocket expenses
incurred in connection with providing professional services to the
Customer.
(ii) Other Services. Additional hardware, software,
telecommunications, travel or other services or deliverables beyond the
scope of activities contemplated in this Schedule and which have been
requested and approved by the Customer, will be billed separately by the
ACE*COMM Data Center.
Page 20
<PAGE>
BILLING DATA PROCESSING RESPONSIBILITY MATRIX
<TABLE>
<CAPTION>
==============================================================================================================
TASK RESPONSIBLE PROCESSING FREQUENCY QUANTITY
LOCATION
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maintain Account Classes Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain General Ledger Codes Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Transaction Codes Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Accounts Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Change/Merge Accounts Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Define Billing Hierarchy Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Display Account Balances Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate Account Report Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate Account Roll-Up Report Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate Account Equipment Customer Customer As As
Summary Report Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Tax Schemes Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Associate Tax Schemes with Customer Customer As As
Accounts, Item Codes, or Required Required
Transaction Types
- - --------------------------------------------------------------------------------------------------------------
Maintain Payments/Credits and Customer Customer As As
Supplemental Charge Required Required
Transactions
- - --------------------------------------------------------------------------------------------------------------
Display Account Transactions Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate Account Activity Customer Customer As As
Report Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate Transaction Summary Customer Customer As As
Report Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate Transaction Detail Customer Customer As As
Report Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain the Flat Rate Table Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Dialing Plans Customer Customer As As
Required Required
==============================================================================================================
Page 21
<PAGE>
==============================================================================================================
Load Rate Tables Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Time Period Tables Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Currency Conversion Customer Customer As As
Rates Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain From-Telephone Number Customer Customer As As
Translations Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Country Rates Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Polling Control ACE*COMM Customer As As
Parameters Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Polling Jobs ACE*COMM Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Show Polling Job Status ACE*COMM Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Start Polling Jobs ACE*COMM Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Stop Polling Jobs ACE*COMM Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Polling Log ACE*COMM Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Display the Polling Activity ACE*COMM Customer As As
Log Required Required
- - --------------------------------------------------------------------------------------------------------------
Delete the Polling Activity ACE*COMM Customer As As
Log Required Required
- - --------------------------------------------------------------------------------------------------------------
Display/Print the Rating ACE*COMM Customer As As
Log for Polling Activity Required Required
- - --------------------------------------------------------------------------------------------------------------
Maintain Call Detail Records Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Correct Rejected Call Records Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate the Rejected Call Customer Customer As As
Record Reports Required Required
- - --------------------------------------------------------------------------------------------------------------
Recycle Rejected Calls ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Generate Station Message Detail Customer Customer As As
Reports Required Required
- - --------------------------------------------------------------------------------------------------------------
Rate Calls Interactively Customer Customer As As
Required Required
- - --------------------------------------------------------------------------------------------------------------
==============================================================================================================
Page 22
<PAGE>
==============================================================================================================
TASK RESPONSIBLE PROCESSING FREQUENCY QUANTITY
LOCATION
- - --------------------------------------------------------------------------------------------------------------
Maintain Electronic Media Jobs ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Load Internet Usage Media ACE*COMM Data As As
and Rate Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Internet Usage ACE*COMM Data As As
Media Log Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Rating Log for ACE*COMM Data As As
Internet Usage Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Load IXC Tape and Rate ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the IXC Tape Log ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Rating Log for ACE*COMM Data As As
IXC Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Load ILEC EMR Tape and Rate ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the ILEC EMR Tape ACE*COMM Data As As
Log Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Rating Log for ACE*COMM Data As As
ILEC EMR Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Load ILEC AMA Tape and Rate ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the ILEC AMA Tape ACE*COMM Data As As
Log Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Rating Log for ACE*COMM Data As As
ILEC AMA Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Load ILEC Tape and Rate ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the ILEC Tape Log ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Rating Log for ACE*COMM Data As As
ILEC Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Load DS1 Usage Media and Rate ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the DS1 Usage Media ACE*COMM Data As As
Log Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Rating Log for ACE*COMM Data As As
DS1 Center Required Required
- - --------------------------------------------------------------------------------------------------------------
Load Media and Rate ACE*COMM Data As As
Center Required Required
- - --------------------------------------------------------------------------------------------------------------
View/Print the Media Log ACE*COMM Data As As
Center Required Required
==============================================================================================================
</TABLE>
Page 23
<PAGE>
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
TASK RESPONSIBLE LOCATION FREQUENCY QUANTITY
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
View/Print the Rating Log ACE*COMM Data As As Required
Center Required
- - ----------------------------------------------------------------------------------------------
Load Usage Media and Rate ACE*COMM Data As As Required
Center Required
- - ----------------------------------------------------------------------------------------------
View/Print the Usage Media Log ACE*COMM Data As
Center Required As Required
- - ----------------------------------------------------------------------------------------------
View/Print the Rating Log for Usage ACE*COMM Data As
Center Required As Required
- - ----------------------------------------------------------------------------------------------
Load EMR Tape and Rate ACE*COMM Data As
Center Required As Required
- - ----------------------------------------------------------------------------------------------
View/Print Tape Log ACE*COMM Data As
Center Required As Required
- - ----------------------------------------------------------------------------------------------
View/Print the Rating Log ACE*COMM Data As
Center Required As Required
- - ----------------------------------------------------------------------------------------------
Generate CMDS Tape ACE*COMM Data monthly 1 tape
Center
- - ----------------------------------------------------------------------------------------------
Generate OUTCOLLECT Tapes ACE*COMM Data monthly 1 tape
Center
- - ----------------------------------------------------------------------------------------------
Generate CABS Tapes ACE*COMM Data monthly 1 tape
Center
- - ----------------------------------------------------------------------------------------------
Generate Invoices for Carriers monthly As Required
- - ----------------------------------------------------------------------------------------------
Load Rate Tapes ACE*COMM Data monthly 1 tape
Center
Customer
- - ----------------------------------------------------------------------------------------------
Update the Billing Cycle ACE*COMM Customer As As Required
Required
- - ----------------------------------------------------------------------------------------------
Customize the Billing Statement Text Customer Customer As As Required
Required
- - ----------------------------------------------------------------------------------------------
Trial Billing Cycle Close Customer Customer As As Required
ACE*COMM Required
- - ----------------------------------------------------------------------------------------------
Close the Toll Cycle Customer Customer As As Required
ACE*COMM Required
- - ----------------------------------------------------------------------------------------------
Show the Progress of ACE*COMM Customer As As Required
End-of Cycle Process Required
- - ----------------------------------------------------------------------------------------------
Terminate the End-of- ACE*COMM Customer As As Required
Cycle Process Required
- - ----------------------------------------------------------------------------------------------
Display/Print/Review Customer Customer As As Required
the Toll Close Report ACE*COMM Required
- - ----------------------------------------------------------------------------------------------
Close the Billing Cycle Customer Customer As As Required
ACE*COMM Required
- - ----------------------------------------------------------------------------------------------
Show the Progress of ACE*COMM Customer As As Required
Close Billing Cycle Processs Required
- - ----------------------------------------------------------------------------------------------
Review the Close Billing Cycle Customer Data weekly Once
Billing Cycle
- - ----------------------------------------------------------------------------------------------
Page 24
<PAGE>
- - ----------------------------------------------------------------------------------------------
TASK RESPONSIBLE LOCATION FREQUENCY QUANTITY
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Report ACE*COMM Center
Customer
- - ----------------------------------------------------------------------------------------------
Show On-Line Billing History Data Customer Customer As As Required
Required
- - ----------------------------------------------------------------------------------------------
Generate Printed Subscriber Bills ACE*COMM Data weekly
Center
- - ----------------------------------------------------------------------------------------------
Generate Subscriber Bills to ACE*COMM Data weekly
Electronic Media Center
- - ----------------------------------------------------------------------------------------------
Generate the Aged Account Report Customer Customer As As Required
Required
- - ----------------------------------------------------------------------------------------------
Generate the Expense Recovery Customer Customer As As Required
Analysis Report Required
- - ----------------------------------------------------------------------------------------------
File Transfer Usage Detail from Date ACE*COMM Data daily Once
Center to Customer Site Center
Customer
- - ----------------------------------------------------------------------------------------------
File Transfer BAF data from ACE*COMM Data daily Once
Customer Site to Data Center Center
Customer
- - ----------------------------------------------------------------------------------------------
Transfer End of Cycle Data from ACE*COMM Data weekly Once
Customer Site to Data Center Center
Customer
- - ----------------------------------------------------------------------------------------------
Transfer Invoice Image to Customer ACE*COMM Data weekly Once
site for Invoice Inquiry Center
- - ----------------------------------------------------------------------------------------------
</TABLE>
Page 25
<PAGE>
Amendment to Contract
IAW pare xxxx of contact yyyy between Logix Communications Enterprises, Inc. and
ACECOMM, Inc., the following amendments are agreed to supplement and/or extend
the provisions of the existing contract.
Purpose: The existing contract was structured to support a business model of
"customer and vendor." The speed of growth in the Competitive Local Exchange,
CLEC, market as well as changes in organization within both companies has
revealed the necessity of making fundamental changes in the relationship between
the two companies as documented in the initial contract. This amendment codifies
the new relationship.
1. Logix and AceComm will enter a co-development effort to improve the
purchased products as a CLEC Operational Support System, 0SS. AceComm
shall have full and unrestricted intellectual property rights to the
software code and concepts or ideas, implemented or not, of this
amendment. AceComm shall maintain the right to make the 0SS available
commercially without restriction. Logix will make available its
subject matter experts (SMEs), provide testing of mutually agreed
ideas and Logix developed software. As a co-development, both teams
shall share ideas, concepts, methodology, software, and implementation
towards the joint goal of improving and scaling the 0SS as the
dominant, integrated system available in the market.
2. AceComm/Logix shall establish a co-development team which shall review
each concept and decide whether it is Logix only; AceComm only; or
Team requirement; For company only requirements, the company desiring
the change shall bear the costs of development. AceComm only ideas
shall be available to Logix thru software maintenance updates. Logix
only code shall be made available to AceComm for inclusion in the base
product at their discretion. When AceComm develops Logix required
software, it will be at the current contract rates. Team requirements
will be funded by Logix on a cost (non-profit) basis and may be
performed by either ACECOMM or Logix development staff.
3. AceComm shall provide Logix complete access to the existing base
program(s), their logic, development tools and support programs. Logix
shall treat this access as AceComm proprietary and shall not release
any information to outside sources without AceComm's specific
permission. AceComm shall maintain configuration control of all
software changes, regardless of origination.
4. This agreement shall remain in place for a period of eighteen months
unless terminated by mutual agreement. At the end of the period of
performance AceComm shall have the right to all developments,
regardless of funding source or company of conception. Logix shall be
given source code and all development information on the software
version currently in use by Logix, including Logix work in process.
This agreement may be extended in six month increments if mutually
agreed.
<PAGE>
EXHIBIT 11
LOGIX COMMUNICATIONS ENTERPRISES, INC.
EARNINGS PER COMMON SHARE
(In thousands, except share data)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------
1997 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
Income (loss) before extraordinary items and cumulative effect of
change in accounting principle ........................................ $ 549 $ (38,801) $ (100,956)
Extraordinary item ...................................................... (217) -- --
Cumulative effect of change in accounting principle ..................... -- (699) --
------------- ------------- -------------
Net income (loss) ....................................................... $ 332 $ (39,500) $ (100,956)
------------- ------------- -------------
------------- ------------- -------------
Basic net income (loss) per common share:
Weighted average common shares outstanding .............................. 71,250,000 71,250,000 71,250,000
Income before extraordinary items and cumulative effect of change
in accounting principle ............................................... $ 0.008 $ (0.545) $ (1.42)
Extraordinary item ...................................................... $ (0.003) $ (0.545) --
Cumulative effect of change in accounting principle ..................... -- (0.009) --
------------- ------------- -------------
Basic net income (loss) per common share ................................ $ 0.005 $ (0.554) $ (1.42)
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LOGIX
COMMUNICATIONS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AND
STATEMENT OF OPERATIONS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 672
<SECURITIES> 0
<RECEIVABLES> 23,046
<ALLOWANCES> 1,254
<INVENTORY> 0
<CURRENT-ASSETS> 68,769
<PP&E> 172,314
<DEPRECIATION> 51,178
<TOTAL-ASSETS> 354,661
<CURRENT-LIABILITIES> 36,612
<BONDS> 438,330
0
0
<COMMON> 713
<OTHER-SE> (121,093)
<TOTAL-LIABILITY-AND-EQUITY> 354,661
<SALES> 0
<TOTAL-REVENUES> 113,286
<CGS> 0
<TOTAL-COSTS> 171,995
<OTHER-EXPENSES> 5,616
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (47,863)
<INCOME-PRETAX> (100,956)
<INCOME-TAX> 0
<INCOME-CONTINUING> (100,956)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (100,956)
<EPS-BASIC> (1.42)
<EPS-DILUTED> (1.42)
</TABLE>
