<PAGE>
Ex-10.33
Amended and Restated
[LOGO] AT&T AT&T Master Carrier Agreement
<TABLE>
===============================================================================================================
<S> <C> <C>
CUSTOMER Name (Full Legal Name): AT&T Sales Representative:
Universal Access AT&T Corp., Stacy Iwema
("CUSTOMER") a New York corporation ("AT&T")
---------------------------------------------------------------------------------------------------------------
CUSTOMER Name (and Title) for Notice: AT&T Name (and Title) for Notice: AT&T Contact Telephone Number:
Robert Pommer Sarita Rao 847-734-3302
---------------------------------------------------------------------------------------------------------------
CUSTOMER Address: AT&T Address: Initial Deposit Amount Required:
100 N. Riverside Plaza 1701 W. Golf Road $0.00
---------------------------------------------------------------------------------------------------------------
City State Zip Code City State Zip Code
Chicago IL 60606 Rolling IL 60008
Meadows
---------------------------------------------------------------------------------------------------------------
CUSTOMER Fax number for Notice: AT&T Fax number for Notice:
312-660-5057 841-952-2622
===============================================================================================================
</TABLE>
CUSTOMER and AT&T entered into a Master Carrier Agreement executed by the
parties on the following dates:
Date of execution by CUSTOMER: Date of execution by AT&T:
The parties hereby replace that prior agreement with this Amended and Restated
Master Carrier Agreement, which shall be legally binding when signed by both
parties and shall continue in effect until the end of the longest term specified
in the Attachment(s), or until otherwise terminated as provided in accordance
with this Agreement. The rates and commitments provided in the Attachments shall
be effective as provided in each Attachment.
This Amended and Restated Master Carrier Agreement consists of this Cover Sheet,
the attached Terms and Conditions, and the Attachment(s) listed below (these
documents together are collectively referred to as the "Agreement"). In the
event of any inconsistency between these documents, precedence will be given to
the documents in the following order: (1) this Cover Sheet; (2) Attachment(s);
(3) the Terms and Conditions. In the event of any inconsistency between the
terms of this Agreement and the terms of an applicable Tariff, the terms of the
Agreement shall prevail.
Title Doc. ID Date/time stamp
----- ------- ---------------
Master Carrier Agreement - Terms and Conditions MCA 90816.doc 08/16/99 3:42 pm
Data Service Terms and Pricing UAI DSTP000518 05/18/00 8:25 AM
--------------------------------------------------------------------------------
CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND
AGREES TO EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT THE
INDIVIDUAL SIGNING THIS AGREEMENT IS DULY AUTHORIZED TO DO SO.
--------------------------------------------------------------------------------
CUSTOMER AT&T Corp.
By: /s/ R.E. Rainone By: /s/ Luis Mercado
----------------------------- -----------------------------
(Authorized Customer Signature) (Authorized AT&T/Signature)
R.E. Rainone C.O.O. Luis Mercado, Operations Manager
--------------------------------- ---------------------------------
(Typed or Printed Name and Title) (Typed or Printed Name and Title)
For: James M. Downey, SVP
Date: 5-25-00 Date: 5/31/00
AT&T PROPRIETARY
<PAGE>
[LOGO] AT&T Standard Delegation
of Authority
--------------------------------------------------------------------------------
Note: Part A is used by the principal to appoint an in-charge during his/her
absence.
Part B is used by the Supervisor of the absence to appoint an in-charge
person to act on behalf of the absent principal.
--------------------------------------------------------------------------------
Organization Code Expires
19H400000 7/31/00
--------------------------------------------------------------------------------
Part A
During my absence from 5/22/00 to 7/31/00 inclusive, Luis Mercado will be in
charge of EDLR's, Contracts, Expense Vouchers, Local [ILLEGIBLE] and may
exercise all authority delegated to me in the Schedule of Authorizations and
appropriate Departmental instructions.
Authority Delegated To: Approved:
Signature /s/ Luis Mercado Signature /s/ J.M. Downey, Jr.
------------------------ -------------------------
Name Luis Mercado Name J.M. Downey, Jr.
----------------------------- ------------------------------
Title/ Band/Grade Manager, B Band Title/ Band/Grade Director, E Band
---------------- -----------------
Social Security No. ###-##-#### Social Security No. ###-##-####
-------------- ---------------
Organization Code 19H400000 Date 5/19/00
---------------- ------------------------------
--------------------------------------------------------------------------------
Part B
During my absence of ____________________________ from ____________ to
____________ inclusive, ______________________________ will be in charge of
______________________________ and may exercise all authority delegated to me in
______________________________ the Schedule of Authorizations and appropriate
Departmental instructions:
Authority Delegated To: Approved:
Signature________________________________ Signature__________________________
Title/Band/Grade_________________________ Title/Band/Grade___________________
Social Security No.______________________ Social Security No.________________
Organization Code________________________ Date_______________________________
Note. Grade reflects A1, A2, A3, A4 & A5 which make up A Band.
--------------------------------------------------------------------------------
Schedule of Authorizations Retention Requirement
Receiver 1 year
<PAGE>
Data Service Terms and Pricing Page 1 of 13
Attachment to AT&T Master Carrier Agreement
CUSTOMER Name (Full Legal Name): Universal Access Long Distance
Date of execution of Master Carrier Attachment: 5/25/00 (by CUSTOMER)
5/31/00 (by AT&T)
--------------------------------------------------------------------------------
1. Services Provided. AT&T will provide the following Services to CUSTOMER
under this Attachment and pursuant to the terms of the Master Carrier
Agreement and the applicable Tariffs specified below.
A. AT&T Private Line Services. AT&T Private Line Services (AT&T Tariff
F.C.C. No. 9, as amended from time to time) consisting of:
1. AT&T ACCUNET(R) Spectrum of Digital Services
2. AT&T DATAPHONE Digital Service
3. AT&T ACCUNET T1.5 Service
4. AT&T ACCUNET T45 Service
5. AT&T ACCUNET Fractional T45 Service
6. AT&T ACCUNET SONET T155 Service
7. AT&T Private Line SONET OC12 Services
8. AT&T International ACCUNET Spectrum of Digital Services-Canada
9. AT&T International ACCUNET Spectrum of Digital Services-Mexico
10. AT&T International ACCUNET T1.5 Service-Canada
11. AT&T International ACCUNET T1.5 Service-Mexico
12. AT&T International DATAPHONE Digital Service-Canada
13. AT&T International DATAPHONE Digital Service-Mexico
14. AT&T International ACCUNET Digital Services
15. AT&T International ACCUNET Digital Direct Link Service
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 2 of 13
16. AT&T International ACCUNET 2.048 Mbps Service-Mexico
17. AT&T International ACCUNET T45 Service-Canada
18. AT&T International ACCUNET T45 Service-Overseas
B. AT&T 1.544 Mbps Echo Cancellation - AT&T 1.544 Mbps Echo
Cancellation is an Office Function providing non-frequency selective
echo cancellation in AT&T's central office to improve the quality of
an AT&T T1.5 Inter Office Channel used for voice transmissions. Echo
cancellation is disruptive to data transmissions, and is only
available on an AT&T T1.5 Inter Office Channel that is designated by
CUSTOMER for use for voice transmissions.
C. AT&T Local Channel Services. AT&T Local Channel Services. (AT&T
Tariff F.C.C. No. 11, as amended from time to time) consisting of:
1. AT&T TERRESTRIAL 1.544 Mbps Local Channel Services
2. AT&T TERRESTRIAL 45 Mbps Local Channel Services
3. AT&T Voice Grade Local Channel Service
4. AT&T Digital Data Local Channel Service
5. AT&T ACCUNET Generic Digital Access Services
D. AT&T OC-48 Interoffice Private Lines - AT&T OC-48 Interoffice
Private Lines are available only as Unprotected Service. AT&T
Technical Reference 54078 (as revised from time to time) applies to
OC-48c Interoffice Private Lines.
E. AT&T Satellite Services (AT&T Tariff F.C.C. No. 7, as amended from
time to time) consisting of:
1. AT&T International Satellite Shared Earth Station Service
2. AT&T International Satellite Shared Earth Station Direct Link
Service
F. AT&T InterSpan(R) Frame Relay Services. AT&T InterSpan Frame Relay
Services (AT&T Tariff F.C.C. No. 4, as amended from time to time)
consisting of:
1. AT&T InterSpan Frame Relay Service
2. AT&T International InterSpan Frame Relay Service
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 3 of 13
2. Term. The Term of this Attachment is 36 Months. This Attachment will be
extended for additional 12 months upon CUSTOMER's written request to AT&T
60 days prior to this Attachment expiration date. For each service
provided under this Attachment, the Term begins on the first day of the
first full billing month for the first service provided under this
Attachment, which day is referred to as the Customer's Initial Service
Date (CISD). Different Services may have different billing cycles, and so
the billing months may be staggered. For each service, however, the Term
will begin within one month after the Term begins for the first service
provided under this Agreement.
3. Minimum Revenue Commitments (MRC). The following Minimum Revenue
Commitments apply under this Attachment. For each Minimum Revenue
Commitment, CUSTOMER commits, that the Eligible Charges it incurs during
each Commitment Period will equal or exceed the amount of the commitment.
If CUSTOMER fails to meet any Minimum Revenue Commitment in a Commitment
Period, then CUSTOMER will pay a Shortfall Charge equal to the difference
between the Minimum Revenue Commitment and the amount of Eligible Charges
for that Minimum Revenue Commitment incurred during the Commitment Period.
If CUSTOMER is in shortfall of the MRC by an amount less than or equal to
the revenues associated with pending uninstalled orders, and such pending
orders are not delayed due to the fault of CUSTOMER or its end-user, then
AT&T agrees to consider granting temporary relief of the MRC.
A. Adjustable Minimum Monthly Revenue Commitments (MMRCs).
1. At any time during the Term, CUSTOMER may elect to increase
any Adjustable MMRC to an amount that is less than or equal to
the CUSTOMER's billed MMRC Eligible Charges for the most
recent billing month, by providing written notice to AT&T at
least 30 days prior to the beginning of the billing month for
which the new MMRC will apply.
B. Adjustable Private Line and Satellite MMRC.
1. For Months 1 through 6 of the Term, the initial Private Line
and Satellite MMRC is $0.00 Dollars. Beginning in Month 7
through Month 9 of the Term, the initial Private Line and
Satellite MMRC is $20,000 Dollars, for Months 10 through 12 of
the Term the initial Private Line and Satellite MMRC is
$100,000 Dollars and for Months 13 through 36 of the Term the
initial Private Line and Satellite MMRC is $250,000 Dollars.
The Private Line and Satellite MMRC is an adjustable MMRC
described above. Each month of the Term is a Commitment
Period.
2. The Private Line and Satellite MMRC applies to the following
Services provided under this Attachment, except it does not
apply to Services to which another Adjustable MMRC applies
under this Attachment.
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 4 of 13
(a) Services provided under this Agreement that if provided
under AT&T Tariff F.C.C. No. 9 would be eligible to
receive discount under the AT&T Tariff F.C.C. No. 9
Multiservice Volume Pricing Plan
(b) AT&T ACCUNET SONET T155 Service;
(c) AT&T Private Line SONET OC12 Services
(d) AT&T OC-48 Interoffice Private Line Service
(e) AT&T International ACCUNET Spectrum of Digital
Services-Canada
(f) AT&T International ACCUNET Spectrum of Digital
Services-Mexico
(g) AT&T International ACCUNET T1.5 Service-Canada
(h) AT&T International ACCUNET Tl.5 Service-Mexico
(i) AT&T International DATAPHONE Digital Service-Canada
(j) AT&T International DATAPHONE Digital Service-Mexico
(k) AT&T International ACCUNET Digital Services
(l) AT&T International ACCUNET Digital Direct Link Service
(m) AT&T International ACCUNET 2.048 Mbps Service-Mexico
(n) AT&T International ACCUNET T45 Service-Canada
(o) AT&T International ACCUNET T45 Service-Overseas
(p) AT&T International Satellite Shared Earth Station
Service
(q) AT&T International Satellite Shared Earth Station Direct
Link Service
3. The Eligible Charges for the Private Line and Satellite MMRC
consist of the net Monthly Recurring Charges for these
services, after the application of any discounts or credits.
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 5 of 13
C. Adjustable Frame Relay MMRC.
1. The initial Frame Relay MMRC is $0.00 Dollars. The Frame Relay
MMRC is an adjustable MMRC described above. Each month of the
Term is a Commitment Period.
2. The Frame Relay MRC applies to the Services provided under
this Attachment that if provided wider AT&T Tariff F.C.C. No.
4 would be eligible to receive discount under the AT&T Tariff
F.C.C. No. 4 Frame Relay Volume Pricing Plan.
3. The Eligible Charges for the Frame Relay MMRC consist of the
net Monthly Recurring charges for these services, after the
application of any discounts or credits.
D. Adjustable Local Channel MMRC.
1. The initial Local Channel MMRC is $0.00 Dollars. The Local
Channel MMRC is an adjustable MMRC as described above. Each
month of the Term is a Commitment Period.
2. The Local Channel MMRC applies to the Services provided under
this Agreement that if provided under AT&T Tariff F.C.C. No.
11 would be eligible to receive discount under the AT&T Tariff
F.C.C. No. 11 Multiservice Volume Pricing Plan.
3. The Eligible Charges for the Local Channel MMRC consist of the
net Monthly Recurring charges for these services, after the
application of any discounts or credits.
4. Rates and Chines. The Recurring and Nonrecurring Rates and Charges for the
Services provided under this Attachment are the same as the undiscounted
Recurring and Nonrecurring Rates and Charges under the applicable Tariffs,
as amended from time to time, except as specified in this Attachment. AT&T
reserves the right to increase from time to time the rates for Services
under this Agreement, regardless of any provisions that would otherwise
stabilize rates or limit rate increases, relating to charges or payment
obligations imposed on AT&T stemming from an order, rule or regulation of
the Federal Communications Commission or a court of competent
jurisdiction, concerning universal service find ("USF") charges, or as
otherwise needed to recover amounts it is required by governmental or
quasi-governmental authorities to collect from or pay to others in support
of statutory or regulatory programs. AT&T will make rate adjustments under
this provision as necessary.
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 6 of 13
A. The Monthly Recurring Charge for an AT&T ACCUNET T1.5 Service IOC
and its associated Access Connections and Function Connections is as
follows. The Nonrecurring Installation Charge for the IOC is $0.00.
Monthly Charge
--------------
Mileage Band Fixed Per Mile
------------ ----- --------
0-100 *** ***
101+ *** ***
B. The Monthly Recurring Charge for an AT&T ACCUNET T45 Service IOC and
its associated Access Connections and Function Connections is as
follows. The Nonrecurring Installation Charge for the IOC is $0.00.
Monthly Charge
--------------
Mileage Band Fixed Per Mile
------------ ----- --------
0-100 *** ***
101+ *** ***
C. The Monthly Recurring Charge for an AT&T ACCUNET SONET T155 Service
IOC and its associated Access Connections and Function Connections
is as follows. The Nonrecurring Installation Charge for the IOC is
***. A twelve-month Minimum In-Service Period applies for each
AT&T ACCUNET SONET T155 Service IOC installed. If any such AT&T
ACCUNET SONET T155 Service IOC is disconnected prior to the end of
the Minimum In-Service Period, CUSTOMER will be billed for the
remaining Minimum In-Service period times the Monthly Recurring
Charges of SONET T155 Service plus the Nonrecurring Installation
Charge for the IOC of ***.
Monthly Charge
--------------
Mileage Band Fixed Per Mile
------------ ----- --------
0-100 *** ***
101+ *** ***
D. The Monthly Recurring Charge for an AT&T Private Line SONET 0C12
Services IOC and its associated Access Connections and Function
Connections is as set forth below. The Nonrecurring Installation
Charge for the IOC is ***. A twelve-month Minimum In-Service
Period applies for each AT&T Private Line SONET 0C12 Services IOC
installed.
Monthly Charge
--------------
Mileage Band Fixed Per Mile
------------ ----- --------
0-100 *** ***
101+ *** ***
E. AT&T OC-48 Interoffice Private Lines. The Monthly Recurring Charges
applicable to AT&T Unprotected OC-48 Interoffice Private Lines and
it's associated Access Connections are as set forth below. There are
no installation charges for AT&T OC-48 Interoffice Private Lines. A
twelve-month Minimum
*** Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 7 of 13
In-Service Period applies for each AT&T Unprotected OG-48
Interoffice Private Lines installed.
-------------------------------------------------------
Monthly Charge
-------------------------------------------------------
Mileage Band Fixed Per Mile
-------------------------------------------------------
0-100 *** ***
-------------------------------------------------------
101+ *** ***
-------------------------------------------------------
F. When AT&T 1.544 Mbps Echo Cancellation is associated with an AT&T
ACCUNET T1.5 IOC, the Monthly Charge is *** per IOC and the
Nonrecurring Installation Charge is *** per IOC
5. Discounts. The following monthly discounts are the only discounts for the
Services provided under this Attachment. No other discounts apply.
A. Private Line and Satellite Services. A discount will be applied each
month, as specified following, to the Monthly Recurring Charges for
the Services to which the Private Line and Satellite MMRC applies.
1. AT&T Private Line Services.
(a) AT&T ACCUNET T1.5 Service IOCs None.
(b) AT&T ACCUNET T45 Service IOC - None.
(c) AT&T ACCUNET SONET T155 Service IOC - None.
(d) AT&T Private Line SONET 0C12 Services - None.
(e) AT&T Unprotected OC-48 Interoffice Private Lines- None.
(f) For all other domestic AT&T Private Line Services, the
amount of the discount is the same as the discount
specified in AT&T Tariff F.C.C. No. 9, for a three (3)
year Multi-Service Volume Pricing Plan ("MS VPP") with
a *** MMRC.
2. AT&T International Private Line Services. A discount will be
applied each month to the Monthly Recurring charges for the
following AT&T International Private Line Services. The amount
of the discount will be determined each month based on the
Private Line and Satellite MMRC Eligible Charges for that
month, as specified in the following table:
-------------------------------------------------------
Service Discount
-------------------------------------------------------
AT&T International ACCUNET Spectrum of ***
Digital Services
-Canada and Mexico
-------------------------------------------------------
*** Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 8 of 13
---------------------------------------------------------
Service Discount
---------------------------------------------------------
-Speeds equal to and less
than 64Kbps
---------------------------------------------------------
AT&T International ACCUNET Spectrum of ***
Digital Services
-Canada and Mexico
-Speeds equal to and greater than 128Kbs
---------------------------------------------------------
AT&T International ACCUNET T1.5 Service- ***
Canada and Mexico
---------------------------------------------------------
AT&T International DATAPHONE Digital ***
Service
-Canada and Mexico
---------------------------------------------------------
AT&T International ACCUNET Digital Services ***
---------------------------------------------------------
AT&T International ACCUNET Digital Direct ***
Link Service
---------------------------------------------------------
AT&T International ACCUNET 2.048 Mbps ***
Service
-Mexico
---------------------------------------------------------
AT&T International ACCUNET T45 Service ***
-Canada
---------------------------------------------------------
AT&T International ACCUNET T45 Service ***
-Overseas
---------------------------------------------------------
3. AT&T Satellite Services. A discount will be applied each month
to the Monthly Recurring charges for the following AT&T
International Satellite Services. The amount of the discount
will be determined each month based on the Private Line and
Satellite MMRC Eligible Charges for that month, as specified
in the following table:
----------------------------------------------------
Service Discount
----------------------------------------------------
AT&T International Satellite ***
Services
- Shared Earth Station, and
- Shared Earth Station Direct Link
Service
----------------------------------------------------
B. Local Channel Services. A discount will be applied each month to the
Monthly Recurring Charges for the Services to which the Local
Channel MMRC applies
1. AT&T TERRESTRIAL T1.5 Local Channel Service -*** Discount.
2. AT&T TERRESTRIAL T45 Local Channel Service-*** Discount.
3. For all other AT&T Local Channel Services, the amount of the
discount is the same as the discount specified in AT&T Tariff
F.C.C. No. 11, for a
*** Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 9 of 13
three (3) year Multi-Service Volume Pricing Plan with a
*** MMRC.
C. AT&T Frame Relay Services. A *** discount will be applied each month
to the Monthly Recurring Charges for the Frame Relay Services that,
if provided under AT&T Tariff F.C.C. No. 4, as amended from time to
time, would be eligible to receive discount under the Frame Relay
Volume Pricing Plan.
6. Credits and Waivers. The following credits and waivers are the only
credits and waivers that apply to the Services provided under this
Attachment. No other promotions, credits or waivers apply. The maximum
combined value of the credits that will be applied and the Nonrecurring
Installation charges that will be waived under this Section 6 shall not
exceed *** during the Term of this Attachment.
A. Credit for Installation of Local Channels subject to AVA or AVP.
AT&T will apply a credit to offset the amount of Installation
Charges incurred by CUSTOMER under Tariff F.C.C. No. 11, as amended
from time to time, for the installation of 1.544 Mbps or 45 Mbps
Local Channels under a Tariff 11 Access Value Arrangement (AVA) or
Access Value Plan (AVP) for use in connection with another Service
provided under this Attachment. No credit applies with respect to
Local Channels that are disconnected and reconnected after this
Attachment is made part of the Agreement.
1. Minimum In-Service Period. A twelve-month Minimum In-Service
Period applies for any Local Channels with respect to which
such a credit is applied. If any such Local Channel is
disconnected prior to the end of the Minimum In-Service
Period, CUSTOMER will be billed an amount equal to the credit
previously applied with respect to that Local Channel.
B. Non Recurring Installation Charge Waiver. AT&T will waive the
Nonrecurring Installation Charges associated with the installation
of certain Services or service components provided under this
Attachment. No waiver applies to Services or service components that
are disconnected and reconnected after this Attachment is made part
of the Agreement.
1. Minimum In-Service Period. A twelve Month Minimum In-Service
Period applies for any service components installed subject to
a waiver of Installation Charges. If any such service
component is disconnected prior to the end of the Minimum
In-Service Period, CUSTOMER will be billed for the
Installation Charges previously waived for that service
component.
2. Charges Covered by Waiver. This Installation Charge Waiver
applies only to the following charges that would otherwise be
incurred for Service provided under this Attachment:
*** Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 10 of 13
(a) AT&T MSVPP-Eligible Private Line Services - Installation
Charges for AT&T Private Line Services provided under
this Attachment that, if provided under AT&T Tariff
F.C.C. No. 9, as amended from time to time, would be
eligible to receive discount under the Tariff 9
Multiservice Volume Pricing Plan. This Installation
Charge Waiver does not apply to any Access Connection or
Function Connection which provides the physical
connection to (i) Custom Network Service obtained from
AT&T Tariff F.C.C. No. 1, (ii) AT&T MultiQuest Service
obtained from AT&T Tariff F.C.C. No. 1, or (iii) Custom
800 Service obtained from AT&T Tariff F.C.C. No.2;
(b) AT&T FRVPP-Eligible Frame Relay Services - Installation
Charges for AT&T Frame Relay Services provided under
this Attachment that, if provided under AT&T Tariff
F.C.C. No. 4, as amended from time to time, would be
eligible to receive discount under the Tariff 4 Frame
Relay Volume Pricing Plan;
(c) AT&T International ACCUNET Spectrum of Digital
Services-Canada
(d) AT&T International ACCUNET Spectrum of Digital
Services-Mexico
(e) AT&T International ACCUNET T1.5 Service-Canada
(f) AT&T International ACCUNET T1.5 Service-Mexico
(g) AT&T International DATAPHONE Digital Service-Canada
(h) AT&T International DATAPHONE Digital Service-Mexico
(i) AT&T International ACCUNET Digital Services
(j) AT&T International ACCUNET Digital Direct Link Service
(k) AT&T International ACCUNET 2.048 Mbps Service-Mexico
(l) AT&T International ACCUNET T45 Service-Canada
(m) AT&T International ACCUNET T45 Service-Overseas
(n) AT&T International Satellite Shared Earth Station
Service
(o) AT&T International Satellite Shared Earth Station Direct
Link Service
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 11 of 13
(p) AT&T ACCUNET SONET T155 Service
(q) AT&T Private Line SONET 0C12 Service
(r) AT&T OC - 48 Interoffice Private Line Service
(s) AT&T MSVPP-Eligible Local Channel Services -
Installation Charges for AT&T Local Channel Services
provided under this Attachment that, if provided under
AT&T Tariff F.C.C. No. 11, as amended from tune to time,
would be eligible to receive discount under the Tariff
11 Multiservice Volume Pricing Plan; and
(t) AT&T ACCUNET Service Office Connections, Channel Options
and Office Functions - Installation Charges for the
following AT&T ACCUNET Service Office Connections,
Channel Options and Office Functions, when associated
with Inter Office Channels installed under this
Agreement. This Installation Charge Waiver does not
apply to any Access Connection or Function Connection
which provides the physical connection to (i) Custom
Network Service obtained from AT&T Tariff F.C.C. No. 1,
(ii) AT&T MultiQuest Service obtained from AT&T Tariff
F.C.C. No. 1, or (iii) Custom 800 Service obtained from
AT&T Tariff F.C.C. No 2.
(1) AT&T ACCUNET T1.5 Service Access Connections (USOC
O41AC)
(2) AT&T ACCUNET T1.5 Service Function Connections
(USOC NRZFC)
(3) AT&T ACCUNET T1.5 Service Enhanced Diversity
Routing (USOC DY7D1)
(4) AT&T ACCUNET T1.5 Service Specified Routing and
Avoidance (USOC DY7AS)
(5) AT&T ACCUNET T45 Service Access Connections (USOC
O41AC)
(6) AT&T ACCUNET T45 Service Function Connections
(USOC NRZFC)
(7) AT&T ACCUNET T45 Service Enhanced Diversity
Routing (USOC DY7D1)
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 12 of 13
(8) AT&T ACCUNET T45 Service Specified Routing and
Avoidance (USOC DY7AS)
(9) AT&T ACCUNET T45 Service M28 Multiplexing (USOC
M2X)
(10) AT&T ACCUNET SONET T155 Service Access Connections
(USOC O41AC)
(11) AT&T ACCUNET SONET T155 Service Function
Connections (USOC NRZFC)
(12) AT&T Private Line SONET 0C12 Service Access
Connections (USOC O41AC)
(13) AT&T Private Line SONET 0C12 Service Function
Connections (USOC NRZFC)
(14) AT&T 1.544 Mbps Echo Cancellation
7. Classifications, Practices and Regulations. Except as otherwise provided
in this Attachment, the rates and regulations that apply to the Services
provided under this Attachment are as set forth in the applicable Tariffs.
A. Detariffing. If, during the Term of this Attachment, any of the
tariffs of AT&T referenced herein are canceled, in whole or in part,
pursuant to a statutory change, order or requirement of a
governmental or judicial authority of competent jurisdiction
requiring detariffing, then, following such cancellation, any rates,
terms and conditions of such tariffs that had been applicable to the
Services provided under this Agreement will continue to apply, based
on the language of the tariffs in effect as of the date of
cancellation.
B. Definitions. Terms not otherwise defined in this Attachment or in
the Agreement have the meanings provided in the applicable Tariffs.
8. Termination Charge. The following provision applies in lieu of any
Discontinuance With or Without Liability provisions specified in the
applicable Tariffs.
A. If CUSTOMER terminates this Attachment prior to the aid of the Term,
or if AT&T terminates this Attachment or the Service provided under
this Attachment prior to the end of the Term due to CUSTOMER's
breach of the Agreement, CUSTOMER will be billed a Termination
Charge. The Termination Charge will be an amount equal to 50% of the
unsatisfied Minimum Revenue Commitment(s) for the Commitment
Period(s) in which the termination occurs, plus 50% of the Minimum
Revenue Commitments for each Commitment Period remaining in the
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
<PAGE>
Data Service Terms and Pricing Page 13 of 13
Term. In addition, CUSTOMER will be billed an amount equal to the
sum of any credits provided under this Attachment.
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End of Attachment
AT&T/CUSTOMER PROPRIETARY
Use Pursuant to Company Instructions
