SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report July 9, 1999
(Date of earliest event reported) (July 7, 1999)
CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Massachusetts 0-13627 04-2731202
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
220 Bear Hill Rd., Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
(781) 466-8080
(Registrant's telephone number including area code)
(Former name or former address if changed since last
report)
<PAGE>
Item 5. Other Events
On July 7, 1999, the Registrant issued the following press release:
"CTC Communications and Bell Atlantic Sign Major Resale Agreement
NEW YORK, July 7 -- Bell Atlantic (NYSE: BEL) and CTC Communications Corp.
(Nasdaq: CPTL) have signed the largest resale contract entered into by Bell
Atlantic and a wholesale customer.
Under the five-year contract, CTC, a telecommunications reseller serving
businesses, has agreed to resell a minimum of 225,000 Bell Atlantic local
telephone lines in return for additional discounts on Bell Atlantic's
wholesale rates.
As part of the agreement, Bell Atlantic will give CTC discounts up to 15
percent above the required wholesale rate in 12 states in Bell Atlantic's
region. The contract covers the New England states as well as New York, New
Jersey, Pennsylvania, Delaware, Maryland and Virginia.
"CTC is very pleased with this agreement and looks forward to a long and
continued business relationship with Bell Atlantic," said Bob Fabbricatore,
chairman and chief executive officer of CTC. "This agreement will ensure the
continued availability of quality local products for our customers as well as
provide higher margins."
Fabbricatore said the additional Bell Atlantic discount will be available to
CTC this quarter.
"This commitment to Bell Atlantic in our new contract is consistent with
CTC's Integrated Communication Network plans," said Fabbricatore.
In May, Bell Atlantic introduced a wholesale term and volume purchase plan
for companies seeking to provide telecommunications services in the Bell
Atlantic region. The contract with CTC brings the total number of lines
wholesale providers have agreed to resell under the new plan to 425,000.
"For the past four years, we have intently focused on building a vigorous
wholesale business and becoming a leading wholesale provider," said Jack
Goldberg, president of Bell Atlantic Telecom Industry Services. "We are well
on our way. This latest and largest resale contract underscores the growing
interest in reselling Bell Atlantic's network and services.
"We look forward to working with CTC on this agreement and will continue our
efforts to promote competition in the industry," said Goldberg.
About CTC Communications
CTC is a rapidly growing provider of integrated communications solutions to
medium and larger-size business customers in the Northeast U.S. It provides
an extensive array of voice and data services including local, long distance,
frame relay, Internet access and other advanced data services. The company
markets its services through its 263 member sales and service representatives
located in 25 branch offices throughout Maine, New Hampshire, Vermont,
Massachusetts, Rhode Island, Connecticut, New York and Maryland. Company
headquarters are in Waltham, Massachusetts and CTC can be found on the
worldwide web at http://www.ctcnet.com.
<PAGE>
About Bell Atlantic
Bell Atlantic is at the forefront of the new communications and information
industry. With 43 million telephone access lines and nine million wireless
customers worldwide, Bell Atlantic companies are premier providers of
advanced wireline voice and data services, market leaders in wireless
services and the world's largest publishers of directory information. Bell
Atlantic companies are also among the world's largest investors in high-
growth global communications markets, with operations and investments in 23
countries.
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risk and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Readers are, accordingly,
cautioned not to place undue reliance on these forward-looking statements,
which speak only as to the date hereof. Additional information about these
risks and uncertainties is set forth in the CTC's most recent report on Form
10-K. CTC undertakes no obligation to release publicly the results of any
revisions to these forward-looking statements that may be made to reflect
results, events or circumstances after the date hereof.
INTERNET USERS: Bell Atlantic news releases, executive speeches, news media
contacts and other useful information are available at Bell Atlantic's News
Center on the World Wide Web (http://www.ba.com). To receive news releases by
email, visit the News Center and register for personalized automatic delivery
of Bell Atlantic news releases.
/CONTACT: John D. Pittenger of CTC Communications Corp., 781-466-1302, or
[email protected]; or Maureen Flanagan of Bell Atlantic, 212-395-3519, or
[email protected]/"
Reference is made to the exhibit filed herewith for all of the terms
and conditions of the referenced agreement between CTC and Bell
Atlantic.
Item 7c. Exhibits
10.1 Amendment to Resale Agreements dated as of July 1, 1999, between New
York Telephone Company, d/b/a Bell Atlantic - Connecticut and Bell
Atlantic - New York, respectively, New England Telephone and Telegraph
Company, d/b/a Bell Atlantic - Maine, Bell Atlantic - Massachusetts,
Bell Atlantic - New Hampshire, Bell Atlantic - Rhode Island and Bell
Atlantic - Vermont, respectively, Bell Atlantic - Delaware, Inc., Bell
Atlantic - Maryland, Inc., Bell Atlantic - New Jersey, Inc., Bell-
Atlantic - Pennsylvania, Inc. and Bell Atlantic - Virginia, Inc.; and
the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CTC COMMUNICATIONS CORP.
(Registrant)
By: /s/ John D. Pittenger
John D. Pittenger,
Executive Vice President,
Finance and Administration
July 9, 1999
EXHIBIT 10.1
AMENDMENT TO RESALE AGREEMENTS
This Amendment to Resale Agreements (this "Amendment"), dated as
of this 1st day of July, 1999 (the "Effective Date"), between New York
Telephone Company, d/b/a Bell Atlantic - Connecticut and Bell Atlantic - New
York, respectively, New England Telephone and Telegraph Company, d/b/a Bell
Atlantic - Maine, Bell Atlantic - Massachusetts, Bell Atlantic - New
Hampshire, Bell Atlantic - Rhode Island and Bell Atlantic - Vermont,
respectively, Bell Atlantic - Delaware, Inc., Bell Atlantic - Maryland, Inc.,
Bell Atlantic - New Jersey, Inc., Bell-Atlantic - Pennsylvania, Inc. and Bell
Atlantic - Virginia, Inc. (individually and, collectively, as applicable,
"BA"), on the one hand, and CTC Communications ("CTC"), on the other hand (BA
and CTC individually being referred to as a "Party" and, collectively, as the
"Parties").
WHEREAS, BA and CTC are parties to nine (9) Resale Agreements,
for the States of Delaware, Maryland, New Jersey, Pennsylvania, Virginia,
Vermont, Maine, New Hampshire and Rhode Island, respectively (the
foregoing nine (9) agreements being referred to as the "Resale Agreements"),
and CTC purchases services from BA for resale in the State of New York under
BA's New York resale tariff and in the Commonwealth of Massachusetts under
BA's Massachusetts resale tariff, and CTC plans to purchase services from BA
for resale in the State of Connecticut under BA's Connecticut resale tariff;
WHEREAS, CTC wishes to obtain the Volume and Term
Discount, the Winback Discount and the IntraLATA Toll Discount, as applicable,
referred to herein on certain Eligible Services described herein that it
purchases from BA under the Resale Agreements and/or applicable BA resale
tariffs, which Eligible Services CTC resells in respect of certain of the
Qualified Business Lines (as hereinafter defined), and BA is willing to
provide such additional discounts to CTC, subject to the express terms and
conditions set forth herein;
WHEREAS, entry by BA into this Amendment is a voluntary act,
not required by and, in excess of the prescriptions under, the
Telecommunications Act of 1996 (the "TelAct") or any other applicable law;
WHEREAS, while BA is entering into this Amendment to increase
the volume of resale business it conducts with resellers, because, among other
things, the arrangements set forth in this Amendment are new and untested in
the marketplace, BA is willing to enter into such arrangements with CTC and
other resellers for only a limited time period and under certain conditions
(including, without limitation, as set forth in the next WHEREAS clause),
after which BA will examine the effects of the foregoing arrangements on its
business and, at its sole option, determine whether to continue this program
in the future;
WHEREAS, BA is willing to enter into amendments such as this
Amendment (and to enter into modifications of the terms of such amendments, at
BA's sole option, in the future), and to provide the foregoing additional
discounts, only with a single reseller or with multiple resellers that are
commonly wholly owned and controlled (directly or indirectly) by the same
parent company, which itself must become a party to this Amendment) that, not
later than November 30, 1999, enter into (and submit their first order under)
an amendment to resale agreements, a separate agreement incorporating by
reference the terms of applicable BA resale tariffs for a particular reseller
or an agreement that does both (on terms satisfactory to BA that are
substantially identical to the terms hereof), and BA is not willing and is not
required under the TelAct or other applicable law to provide any such
additional discounts pursuant to negotiations under Section 251 of the TelAct
(or any successor provision thereto)(although BA expresses no opinion as to
whether and, how, another reseller may adopt, under Section 252(i) of the
TelAct, the terms of the Resale Agreements as amended hereby).
NOW THEREFORE, in consideration of the mutual agreements set forth
below, and for other good and valuable consideration, the receipt and suffi-
ciency of which hereby are acknowledged, BA and CTC hereby agree as follows:
1. Amendments to Resale Agreements. Subject to the terms and
conditions set forth herein, the Parties hereby amend each of the Resale
Agreements and enter into a separate agreement incorporating by reference the
terms of BA's applicable resale Tariffs for the State of New York, the
Commonwealth of Massachusetts (and any other States within BA's local service
area, as of the date hereof, in which BA has a resale Tariff, from time to
time, under which CTC purchases services from BA), as amended from time to
time, with respect only to CTC, as follows:
(a) Term of Resale Agreements. The stated term of each Resale
Agreement is hereby amended and restated so that each Resale Agreement, unless
terminated earlier in accordance with the terms thereof, shall expire five (5)
years from the date hereof, which date is June 30, 2004. Such five (5) year
period commencing on the date hereof is referred to as the "Service Term".
Notwithstanding the foregoing, the right, if any, of a Party under any Resale
Agreement to terminate such Resale Agreement, other than due to a breach
thereof or at the end of the term thereof (as amended hereby), in each case in
accordance with the terms thereof, is hereby extinguished and shall be of no
effect.
(b) Annual Volume Commitment. (i) Subject to the
terms and conditions set forth herein, CTC hereby agrees to purchase from BA,
under the Resale Agreements and/or applicable BA resale tariffs, for resale by
CTC, an aggregate number of business customer local exchange access lines,
each of which lines is designated with one of the USOC codes set forth in
Appendix 1 hereto (each a "Qualified Business Line" and, collectively, the
"Qualified Business Lines") for each year of the Service Term (such minimum
amount being the "Annual Volume Commitment") in accordance with the following
schedule:
Year 1: at least 100,000 Qualified Business Lines; and
Years 2-5: at least 225,000 Qualified Business Lines each year;
provided, however, that a line shall not be counted as a Qualified Business
Line (and thus shall not be counted for purposes of the Annual Volume
Commitment Determination set forth below, and shall not receive the Volume and
Term Discount, the Winback Discount or the IntraLATA Toll Discount described
below) if such line (A) has been assigned by a third party customer of BA to
CTC or any other reseller; provided further that a line type set forth in
Appendix 1 hereto and assigned by a third party customer of BA to CTC, where
the ordering and administration of such assignment is handled by the BA TISOC,
shall be counted as a Qualified Business Line (and thus shall be counted for
purposes of the Annual Volume Commitment Determination set forth below) but
shall not receive the Volume and Term Discount, the Winback Discount or the
IntraLATA Toll Discount described below or (B) is being purchased from BA
under non-tariff based pricing (as determined by BA) including, without
limitation, ICB pricing or custom pricing; provided further that a tariffed
non-ICB Centrex(R)line (e.g., a CustoFlex(R) 2100, CustoPak(R) Centrex
Plus(R), Intellipath(R) or Intellipath II(R)line) shall be counted as a
Qualified Business Line (and thus shall be counted for purposes of the Annual
Volume Commitment Determination set forth below) but shall not receive the
Volume and Term Discount, the Winback Discount or the IntraLATA Toll Discount
described below; provided further, that for purposes of this Amendment,
Qualified Business Lines are defined in terms of DS0 equivalents and, by way
of example, one FlexPath(R) line purchased by CTC from BA under a Resale
Agreement or applicable BA resale Tariff for resale would equal twenty-four
(24) Qualified Business Lines.
(ii) The Annual Volume Commitment may be purchased by CTC
from BA under a single effective Resale Agreement or applicable BA resale
tariff, or under multiple, effective Resale Agreements and/or applicable BA
resale tariffs (at CTC's sole option), and the number of Qualified Business
Lines purchased by CTC under each of the Resale Agreements and the applicable
BA resale tariffs for resale shall be considered in the aggregate to ascertain
the Annual Volume Commitment Determination hereunder; provided, however, that
unless BA, in its sole discretion, determines otherwise, a line shall not be
counted as a Qualified Business Line (and thus shall not be counted for
purposes of the Annual Volume Commitment Determination set forth below, and
shall not receive the Volume and Term Discount, the Winback Discount or the
IntraLATA Toll Discount described below) if it is not included within BA's
local service area as of the date hereof.
(iii) For the avoidance of any doubt, CTC`s purchase of
Qualified Business Lines and Eligible Services pursuant to this Amendment is
for the sole purpose of resale thereof and, as such, CTC may not utilize any
Qualified Business Line, Eligible Service or portion thereof for its own use
or that of its parent, subsidiaries or affiliates and, in addition, CTC may
not utilize any Eligible Service or portion thereof except in connection with
purchase of a Qualified Business Line hereunder (i.e., CTC may not purchase
telecommunications services from BA on a stand alone basis).
(c) BA IntraLATA Toll Service. CTC hereby agrees, at all times
during the Service Term, to have not less than eighty percent (80%) of the
Qualified Business Lines purchased by CTC from BA presubscribed to BA's
IntraLATA Toll service. CTC further agrees, during each year of the Service
Term, to purchase from BA, on a resold basis under the Resale Agreements
and/or applicable BA resale tariffs, with respect to such Qualified Business
Lines, an aggregate total number of minutes of use of BA's IntraLATA Toll
service of not less than the respective amounts set forth in Section
1(h)(viii) hereof.
(d) Annual Volume Commitment Determination. On an annual basis
beginning at the end of the first year of the Service Term, BA shall determine
the number of Qualified Business Lines purchased by CTC from BA during the
immediately preceding year. Such number shall be referred to herein as the
"Annual Volume Commitment Determination" and shall equal, with respect to the
determinations made following each of the first two (2) years of the Service
Term, the average of the Qualified Business Lines that CTC purchased from BA
hereunder that are actually in service on the last day of each of the last
three (3) consecutive months of the year in question. With regard to
subsequent years, the respective Annual Volume Commitment Determinations shall
be calculated as follows: the number of Qualified Business Lines purchased by
CTC from BA hereunder that are actually in service on the last day of each
respective calendar quarter of the year in question shall be added together,
and the resulting sum shall be divided by four (4).
(e) Annual Volume Commitment Measurement. On an annual basis
beginning at the end of the first year of the Service Term, BA shall compare
CTC's actual annual attainment of Qualified Business Lines as determined in
accordance with Section 1(d) hereof to the defined target volumes in Table 1
below. Such comparison shall be referred to herein as the "Annual Volume
Commitment Measurement". As further set forth in Section 1(f) hereof, the
Annual Volume Commitment Measurement shall confirm the appropriate level of
the Volume and Term Discount for the year just completed and determine the
applicable Volume and Term Discount for the following year.
<TABLE>
<CAPTION>
VOLUME & TERM MATRIX
V & T Tier EOY 1 EOY 2 EOY 3 EOY 4 EOY 5
<S> <C> <C> <C> <C> <C>
Tier 1A ?90k to 100K QBLs ?203K to 225K QBLs ?225K QBLs ?225K QBLs ?225K QBLs
Tier 1B ?95k to 100K QBLs ?214K to 225K QBLs N/A N/A N/A
Tier 2 60K to Tier 1 150K to Tier 1 150K to Tier 1 150K to Tier 1 150K to Tier 1
Tier 3 N/A 100K to Tier 2 100K to Tier 2 100K to Tier 2 100K to Tier 2
Tier 4 ?60K <100K <100K <100K <100K
Terminate Terminate Terminate Terminate Terminate
Contract Contract Contract Contract Contract
<CAPTION>
Table 1
</TABLE>
The Tier 1 target volumes for each of the first two (2) years of the Service
Term shall be set at two (2) separate ranges, Tier 1A and Tier 1B. During this
period of the Service Term when the Annual Volume Commitment Determination
falls within Tier 1, the actual Tier 1 range (i.e., Tier 1A or Tier 1B) used
for the Annual Volume Commitment Measurement will be based on CTC's attainment
of the Annual Volume Commitment set forth in Section 1(b) hereof.
Specifically, if CTC's Qualified Business Line volume, as counted on the last
day of the last month of the year in question, is greater than or equal to the
Annual Volume Commitment set forth in Section 1(b) hereof for the same year,
then Tier 1A will be used for the Annual Volume Commitment Measurement. If
CTC's Qualified Business Line volume, as counted on the last day of the last
month of the year in question, is less than the Annual Volume Commitment set
forth in Section 1(b) hereof for the same year, then Tier 1B will be used for
the Annual Volume Commitment Measurement.
(f) Minimum Purchase. (i) Subject to the terms of this
Amendment, for each year of the Service Term, CTC shall purchase a minimum
quantity of Qualified Business Lines not less than the applicable Annual
Volume Commitment, as calculated using the Annual Volume Commitment
Determination.
(ii) If the Annual Volume Commitment Determination
following the first year of the Service Term does not yield a number of
Qualified Business Lines equal to at least 60,000, BA may, at its option,
terminate this Amendment. In case of such termination, CTC shall, within
thirty (30) days of receipt of written demand therefor, pay to BA in
immediately available funds (in addition to any other amounts owed to BA under
the Resale Agreements and/or applicable BA resale tariffs), an amount equal to
(A) all of the discounts under this Amendment that CTC received from the point
of termination back to the Effective Date of this Amendment, plus (B) interest
on such discounts dating back to the date received from BA calculated using an
interest rate equal to the greater of (1) the "Prime" interest rate as set
forth in The Wall Street Journal from time to time and (2) the interest rate
that CTC demonstrates to BA's reasonable satisfaction that it has obtained (or
can demonstrate to BA's reasonable satisfaction that it could obtain) from a
commercial lender for loan amounts equal to not less than the entire amount to
be paid to BA under the applicable subsection (e.g., subsection 1(f)(ii) or
1(g)(i), etc.) of this Amendment with a maturity of not less than one (1) year
(the foregoing being the "Applicable Interest Rate"), plus (C) any applicable
taxes relating thereto, plus (D) a handling fee equal to five percent (5%) of
the amount of the discounts under this Amendment that CTC received.
(iii) If the Annual Volume Commitment Determination
following the second year of the Service Term does not yield a number of
Qualified Business Lines equal to at least 100,000, BA may, at its option,
terminate this Amendment. In case of such termination, CTC shall, within
thirty (30) days of receipt of written demand therefor, pay to BA in
immediately available funds (in addition to any other amounts owed to BA under
the Resale Agreements and/or applicable BA resale tariffs), an amount equal to
(A) all of the discounts under this Amendment that CTC received from the point
of termination back to the Effective Date of this Amendment, plus (B) interest
on such discounts dating back to the date received from BA calculated using
the Applicable Interest Rate, plus (C) any applicable taxes relating thereto,
plus (D) a handling fee equal to five percent (5%) of the amount of the
discounts under this Amendment that CTC received.
(iv) If the Annual Volume Commitment Determination following the
third year of the Service Term does not yield a number of Qualified Business
Lines equal to at least 100,000, BA may, at its option, terminate this
Amendment. In case of such termination, CTC shall, within thirty (30) days of
receipt of written demand therefor, pay to BA in immediately available funds
(in addition to any other amounts owed to BA under the Resale Agreements
and/or applicable BA resale tariffs), an amount equal to (A) all of the
discounts under this Amendment that CTC received from the point of termination
back to the Effective Date of this Amendment, plus (B) interest on such
discounts dating back to the date received from BA calculated using the
Applicable Interest Rate, plus (C) any applicable taxes relating thereto, plus
(D) a handling fee equal to five percent (5%) of the amount of the discounts
under this Amendment that CTC received.
(v) If the Annual Volume Commitment Determination following the
fourth year of the Service Term does not yield a number of Qualified Business
Lines equal to at least 100,000, BA may, at its option, terminate this
Amendment. In case of such termination, CTC shall, within thirty (30) days
of receipt of written demand therefor, pay to BA in immediately available
funds (in addition to any other amounts owed to BA under the Resale
Agreements and/or applicable BA resale tariffs), an amount equal to (A) all
of the discounts under this Amendment that CTC received during the year in
question, plus (B) interest on such discounts dating back to the date
received from BA calculated using the Applicable Interest Rate, plus (C) any
applicable taxes relating thereto, plus (D) a handling fee equal to five
percent (5%) of the amount of the discounts under this Amendment that CTC
received during the year in question.
(vi) BA will monitor CTC's monthly volumes of Qualified
Business Lines during the fifth year of the Service Term to ensure compliance
with minimum commitment requirements, i.e., ?100,000 Qualified Business Lines.
If CTC's volumes should fall below 100,000 as of the last day of any month,
then BA may, at its option, terminate this Amendment. In case of such
termination, CTC shall, within thirty (30) days of receipt of written demand
therefor, pay to BA in immediately available funds (in addition to any other
amounts owed to BA under the Resale Agreements and/or applicable BA resale
tariffs), an amount equal to (A) all of the discounts under this Amendment
that CTC received during the year in question, plus (B) interest on such
discounts dating back to the date received from BA calculated using the
Applicable Interest Rate, plus (C) any applicable taxes relating thereto,
plus (D) a handling fee equal to five percent (5%) of the amount of the
discounts under this Amendment that CTC received during the year in question.
(g) Termination Charge. (i) In each case during the first
three (3) years of the Service Term, if CTC terminates any of the Resale
Agreements or this Amendment, or if BA in its discretion terminates any of
the Resale Agreements or this Amendment due to breach, or if CTC ceases to be
a certified reseller (and does not restore its certification within forty-
five (45) days of the loss or expiration of certification) in each State in
which it has a Resale Agreement with BA or purchases services from BA under
an applicable BA resale tariff, CTC shall, within thirty (30) days of receipt
of written demand therefor, pay to BA in immediately available funds (in
addition to any other amounts owed to BA under the Resale Agreements and/or
applicable BA resale tariffs), an amount equal to (A) all of the discounts
under this Amendment that CTC received from the point of termination back to
the Effective Date of this Amendment (less the amounts, if any, previously
refunded by CTC to BA under this Amendment), plus (B) interest on such
discounts dating back to the date received from BA calculated using the
Applicable Interest Rate, plus (C) any applicable taxes relating thereto,
plus (D) a handling fee equal to five percent (5%) of the amount of the
discounts under this Amendment that CTC received.
(ii) In each case during the fourth and fifth years of the
Service Term, if CTC terminates any of the Resale Agreements or this
Amendment, or if BA in its discretion terminates any of the Resale Agreements
or this Amendment due to breach, or if CTC ceases to be a certified reseller
(and does not restore its certification within forty-five (45) days of the
loss or expiration of certification) in each State in which it has a Resale
Agreement with BA or purchases services from BA under an applicable BA resale
tariff, CTC shall, within thirty (30) days of receipt of written demand
therefor, pay to BA in immediately available funds (in addition to any other
amounts owed to BA under the Resale Agreements and/or applicable BA resale
tariffs), an amount equal to (A) all of the discounts under this Amendment
that CTC received during the number of months or portions thereof in the year
of the Service Term in which termination or loss of certification occurs,
plus (B) interest on such discounts dating back to the date received from BA
calculated using the Applicable Interest Rate, plus (C) any applicable taxes
relating thereto, plus (D) a handling fee equal to five percent (5%) of the
amount of the discounts under this Amendment that CTC received during the
year in question.
(h) Additional Discounts. (i) Subject to CTC having met each
of the conditions set forth in Section 2 of this Amendment, and subject also
to the other conditions set forth in this Amendment, CTC shall receive, on
each of the Qualified Business Lines being purchased from BA and resold
hereunder as part of the Annual Volume Commitment, during the Service Term
only, an additional (A) seven percent (7%) to twelve percent (12%) discount,
as applicable (the "Volume and Term Discount), in accordance with the schedule
set forth in Table 2 following, (B) an additional ten percent (10%) discount
(the "Winback Discount") to the extent applicable under subsection (h)(ii)
below and (C) an additional three percent (3%) discount (the "IntraLATA Toll
Discount"), to the extent applicable under subsection (h)(viii) below, in each
case on certain services, as set forth on Appendix 1 hereto (each an "Eligible
Service" and, collectively, the "Eligible Services"), that CTC purchases under
any of the Resale Agreements and/or applicable BA resale tariffs; provided,
however, such Volume and Term Discount, Winback Discount and IntraLATA Toll
Discount, at BA's sole option, shall not apply to Qualified Business Lines in
any month in excess of 500,000 purchased by CTC from BA for resale; and
provided further, that such Volume and Term Discount, Winback Discount and
IntraLATA Toll Discount shall not apply to Centrex(R) lines (even with respect
to such lines that constitute Qualified Business Lines hereunder) purchased by
CTC from BA for resale.
<TABLE>
<CAPTION>
VOLUME and TERM DISCOUNT SCHEDULE
V & T Tier EOY 1 EOY 2 EOY 3 EOY 4 EOY 5
<S> <C> <C> <C> <C> <C>
Tier 1A ?90k to 100K QBLs ?203K to 225K QBLs ?225K QBLs ?225K QBLs ?225K QBLs
10% 12% 12% 12% 12%
Tier 1B ?95k to 100K QBLs ?214K to 225K QBLs N/A N/A N/A
10% 12%
Tier 2 60K to Tier 1 150K to Tier 1 150K to Tier 1 150K to Tier 1 150K to Tier 1
7% 10% 10% 10% 10%
Tier 3 N/A 100K to Tier 2 100K to Tier 2 100K to Tier 2 100K to Tier 2
7% 7% 7% 7%
Tier 4 ?60K ?100K ?100K ?100K ?100K
Terminate Terminate Terminate Terminate Terminate
Contract Contract Contract Contract Contract
<CAPTION>
Table 2
</TABLE>
The Volume and Term Discount, Winback Discount and IntraLATA
Toll Discount on BA's applicable retail prices for the foregoing services is
exclusive of and, in addition to, the respective wholesale discounts to which
CTC may be entitled under the Resale Agreements or applicable BA resale
tariffs, as amended from time to time, prior to giving effect to this
Amendment (the "Existing Wholesale Discounts"); provided, however, that to the
extent CTC obtains such Eligible Services without also purchasing BA's
operator services and directory assistance, the amount of the Volume and Term
Discount, Winback Discount and IntraLATA Toll Discount shall be reduced, as
necessary, to give effect to an Existing Wholesale Discount based upon
purchase by CTC of BA's operator services and directory assistance. Any
services with respect to a Qualified Business Line that CTC purchases from BA
under a Resale Agreement or applicable BA resale tariff, but which are not
Eligible Services, or which are Eligible Services but are purchased by CTC
pursuant to a BA promotional discount (given at the retail and/or the
wholesale level) or pursuant to or in connection with a volume, term or other
discount under an applicable BA tariff or contractual arrangement (regardless
of the parties thereto) other than the Resale Agreements, shall not qualify
for the Volume and Term Discount, Winback Discount or IntraLATA Toll Discount
and no such Volume and Term Discount, Winback Discount or IntraLATA Toll
Discount shall be applied thereto. With the exception of the Business Link,
Key Connections, and Rewarding Connections Optional Calling Plans, neither the
IntraLATA Toll Discount nor the Volume and Term Discount shall apply to
services (whether or not Eligible Services) purchased under an optional
calling plan, although minutes of use purchased by CTC from BA under an
IntraLATA Toll optional calling plan shall be counted for purposes of
calculations to determine whether CTC met the applicable MOU Target, as
defined and, further set forth in, subsection (viii) below.
(ii) Upon receipt by BA of written notice from CTC,
in which CTC represents and warrants that a Qualified Business Line
(excluding Centrex(R) lines that are Qualified Business Lines) was not on the
BA network (other than with respect to purchase of number portability
services from BA) for at least the immediately preceding ninety (90) day
period, but is now being converted to the BA network from a carrier other
than CTC that is not an affiliate of CTC, BA shall provide to CTC (unless BA
reasonably believes, in its sole discretion, that CTC is materially
inaccurate with respect to the foregoing notice including, without
limitation, due to such inaccuracy in CTC's previous notices) an additional
Winback Discount on its purchase of Eligible Services in respect of such line
(effective from the date of conversion to the BA network), so long as such
line remains on the BA network (and the entity from which the conversion to
the BA network was made remains a non-affiliate of CTC), provided that the
Winback Discount shall not apply beyond the twelve (12) month period
immediately after the date of such conversion. For purposes of the
foregoing, being on "the BA network" shall be determined by BA in its sole
reasonable discretion including, without limitation, with reference to the
end user customer's telephone number (as opposed to the end user customer's
name). Upon receipt of a request from BA, CTC shall provide to BA a copy of
documentation reasonably requested by BA to support CTC's claim that a line
is eligible for the Winback Discount. Such documentation may include, but is
not limited to, the following: (A) orders or similar documentation for
number portability from a CLEC network to the BA network for the affected
line; (B) orders or similar documentation demonstrating that any lines being
converted from a CLEC network to the BA network on a disconnect/new connect
basis (in lieu of number portability) are one in the same; and (C) other
documentation as reasonably requested by BA from time to time. In addition
to any other audit rights BA may have under the Resale Agreements and/or
applicable BA tariffs, BA shall have the right (but not the obligation) to
audit CTC to ascertain whether CTC is complying with the foregoing
requirements with respect to eligibility for the Winback Discount.
(iii) Subject to repayment under the terms of this
Amendment, during the first year of the Service Term the Volume and Term
Discount shall equal ten percent (10%) if the Annual Volume Commitment
Measurement reflects Tier 1 volume attainment or seven percent (7%) if the
Annual Volume Commitment Measurement reflects Tier 2 volume attainment.
(iv) Subject to repayment under the terms of this
Amendment, during the second through fifth years of the Service Term the
Volume and Term Discount shall equal twelve percent (12%) if the Annual
Volume Commitment Measurement reflects Tier 1 volume attainment or ten
percent (10%) if the Annual Volume Commitment Measurement reflects Tier 2
volume attainment or seven percent (7%) if the Annual Volume Commitment
Measurement reflects Tier 3 volume attainment.
(v) As set forth in subsection (iii) above, upon the Effective
Date of this Amendment, CTC will receive a ten percent (10%) Volume and Term
Discount on the assumption that CTC will purchase, as measured through the
Annual Volume Commitment Measurement, Tier 1 volumes for the first year of
the Service Term. For each subsequent year of the Service Term, the
applicable discount will be from the same Tier used for the previous year.
For example, if CTC purchased Qualified Business Line volumes in year 2 that,
as measured through the Annual Volume Commitment Measurement, equated to the
Tier 2 discount for year 2, then CTC would enter year 3 with the applicable
Tier 2 discount for year 3. See Table 2 in Section 1(h)(i).
(vi) For any year of the Service Term when the actual purchased
Qualified Business Line volumes, as calculated by the Annual Volume
Commitment Determination, equate to a lesser Volume and Term Discount than
what was actually billed, CTC shall refund, for the applicable year in
question, an amount equal to the difference between the "billed" discount and
the "earned" discount. In case of such excess discounting, CTC shall, within
thirty (30) days of receipt of written demand therefor, pay to BA in
immediately available funds (in addition to any other amounts owed to BA
under the Resale Agreements and/or applicable BA resale tariffs), an amount
equal to (A) the difference between the "billed" and "earned" Volume and Term
Discounts under this Amendment that applied during the year in question, plus
(B) interest on the difference in Volume and Term Discounts dating back to
the date received from BA calculated using the Applicable Interest Rate, plus
(C) any applicable taxes relating thereto. Such payment will be based on the
actual lines in service on the last day of each month during the year in
question.
(vii) For any year of the Service Term when the actual
purchased Qualified Business Line volumes, as calculated by the Annual Volume
Commitment Determination, equate to a greater Volume and Term Discount than
what was actually billed, CTC may request a credit, for the applicable year
in question, in an amount equal to the difference between the "billed"
discount and the "earned" discount. In case of such under-discounting, BA
shall, within thirty (30) days of receipt of written demand therefor, credit
the applicable CTC account(s), an amount equal to (A) the difference between
the "billed" and "earned" Volume and Term Discounts under this Amendment that
applied during the year in question, plus (B) interest on the difference in
Volume and Term Discounts dating back to the date received from BA equal to
the "Prime" interest rate as set forth in The Wall Street Journal from time
to time, plus (C) any applicable taxes relating thereto.
(viii) (A) Notwithstanding the provisions of subsection
(h)(i) above to the contrary, if, during any year of the Service Term, CTC
fails to (x) have at least eighty percent (80%) of its Qualified Business
Lines presubscribed to BA's IntraLATA Toll service (the "IntraLATA Toll
Presubscription Commitment"), the IntraLATA Toll Discount for the next
succeeding year of the Service Term shall be reduced by two percent (2%)
(i.e., from three percent (3%) to one percent (1%)) or (y) purchase from BA
at least the applicable minimum aggregate total number of minutes of use of
BA's IntraLATA Toll service as set forth below in this subsection (viii) (the
"MOU Target"), the IntraLATA Toll Discount for the next succeeding year of
the Service Term shall be reduced by one percent (1%) (i.e., from three
percent (3%) to two percent (2%)); provided, however, that, for the avoidance
of any doubt, if CTC fails to meet the applicable requirements under both
subsections (x) and (y) above, the amount of the IntraLATA Toll Discount for
the next succeeding year of the Service Term shall be reduced to zero (0);
provided further that, if CTC fails to meet the applicable requirements under
either or both of subsections (x) and (y) above in respect of the fifth year
(or other year if, for whatever reason, the last year of the Service Term is
not the fifth year) of the Service Term, CTC shall, within thirty (30) days
of receipt of written demand therefor, pay to BA in immediately available
funds, the amount of the IntraLATA Toll Discount to which it was not entitled
during the fifth year (or other year if, for whatever reason, the last year
of the Service Term is not the fifth year) of the Service Term (i.e., the two
percent (2%) discount referenced above if CTC did not meet the eighty percent
(80%) IntraLATA Toll Presubscription Commitment, and the one percent (1%)
discount referenced above if CTC did not meet the MOU Target requirement).
(B) CTC may, upon sixty (60) days written notice,
terminate the IntraLATA Toll Service Presubscription Commitment and MOU
Target requirement applicable under this Amendment for any BA jurisdiction
(i.e., a particular State or the District of Columbia) without incurring a
penalty. Upon the effective date of such termination, BA shall cease the
application of the IntraLATA Toll Discount for such jurisdiction and
determine, on a pro rata basis, CTC's attainment of minutes of use and BA
presubscription commitments during the number of months or portions thereof
in the year of the Service Term in which termination occurs. If CTC fails to
meet the applicable requirements under either or both of subsections (x) and
(y) above, CTC shall, within thirty (30) days of receipt of written demand
therefor, pay to BA in immediately available funds, the amount of the
IntraLATA Toll Discount to which it was not entitled during the number of
months or portions thereof in the year of the Service Term in which
termination occurs (i.e., the two percent (2%) discount referenced above if
CTC did not meet the eighty percent (80%) IntraLATA Toll Presubscription
Commitment, and the one percent (1%) discount referenced above if CTC did not
meet the MOU Target requirement).
(C) During the first year of the Service Term, the MOU
Target shall equal the product of (x) forty (40), multiplied by (y) forty
percent (40%) of the sum obtained by adding the number of Qualified Business
Lines purchased by CTC from BA hereunder as of the last day of the first and
last months, respectively, of the first year of the Service Term (the
resulting number of lines not to exceed 100,000), multiplied by (z) twelve
(12) months. By way of example only, if CTC purchased from BA hereunder
20,000 Qualified Business Lines as of the last day of the first month of the
first year of the Service Term and 100,000 Qualified Business Lines as of the
last day of the last month of the first year of the Service Term, the MOU
Target for the first year of the Service Term would be the product of the
following: forty (40), multiplied by .40, multiplied by 120,000 (which is
the sum of 20,000 and 100,000), multiplied by twelve (12) - which equals
23,040,000 minutes of use of BA's IntraLATA Toll service.
(D) During subsequent years of the Service Term, the MOU
Target shall be determined by BA as set forth below; provided, however, that
for the purposes of such calculations, at no time shall the average number of
minutes of use per month of BA's IntraLATA Toll service purchased hereunder
by CTC from BA per Qualified Business Line (the "Average Monthly MOU Per
Line") be less than forty (40) minutes).
(E) During the second year of the Service Term, the MOU
Target shall equal the product of (x) the greater of forty (40) or the
Average Monthly MOU Per Line during the first year of the Service Term
multiplied by .90, multiplied by (y) forty percent (40%) of the sum obtained
by adding the number of Qualified Business Lines purchased by CTC from BA
hereunder as of the last day of the first and last months, respectively, of
the second year of the Service Term (the resulting number of lines not to
exceed 225,000), multiplied by (z) twelve (12) months. By way of example
only, if CTC's Average Monthly MOU Per Line for the first year of the Service
Term was sixty (60) and CTC purchased from BA hereunder 60,000 Qualified
Business Lines as of the last day of the first month of the second year of
the Service Term and 225,000 Qualified Business Lines as of the last day of
the last month of the second year of the Service Term, the MOU Target for the
second year of the Service Term would be the product of the following: 54
(which is the product of 60 and .90), multiplied by .40, multiplied by
285,000 (which is the sum of 60,000 and 225,000), multiplied by twelve (12) -
which equals 73,872,000 minutes of use of BA's IntraLATA Toll service.
(F) The respective MOU Targets for each of the third,
fourth and fifth years of the Service Term shall equal the product of (x) the
greater of forty (40) or the Average Monthly MOU Per Line during the
immediately preceding year of the Service Term multiplied by .90, multiplied
by (y) eighty percent (80%) of the Annual Volume Commitment Determination for
the immediately preceding year of the Service Term (the resulting number not
to exceed 225,000), multiplied by (z) twelve (12) months. By way of example
only, if CTC's Average Monthly MOU Per Line for the third year of the Service
Term was sixty (60) and the Annual Volume Commitment Determination for the
fourth year of the Service Term was 225,000, the MOU Target for the fourth
year of the Service Term would be the product of the following: 54 (which is
the product of 60 and .90), multiplied by .80, multiplied by 225,000,
multiplied by twelve (12) - which equals 116,640,000 minutes of use of BA's
IntraLATA Toll service
(ix) Notwithstanding any provisions of this subsection (h)
to the contrary, the amount of the Volume and Term Discount, the Winback
Discount and the IntraLATA Toll Discount in any State shall be reduced, if
and as necessary, to the extent that, absent such reduction, the sum of the
Volume and Term Discount, the IntraLATA Toll Discount and the Existing
Wholesale Discount in effect from time to time in such State would exceed the
sum of the amount of the Existing Wholesale Discount in effect on the date
hereof in such State plus fifteen percent (15%).
2. Conditions to Application of Additional Discounts. BA may,
at its sole discretion, withhold from CTC some or all of the Volume and Term
Discount, Winback Discount and IntraLATA Toll Discount under one, some or all
of the Resale Agreements and/or applicable BA tariffs, at any time and, from
time to time, if CTC does not place its first order for an Eligible Service
hereunder by November 30, 1999, or if CTC materially defaults in performing
any of its material obligations under any Resale Agreement, applicable BA
tariff or other contractual arrangement between CTC (or any affiliate of CTC)
and BA (or any affiliate of BA), and such default is not cured at the time BA
prepares the applicable monthly bill(s) for submittal to CTC. Such a material
default includes, without limitation, failure by CTC to fulfill any of the
obligations set forth in the subsections of this Section 2, the breach of
which, for the avoidance of doubt, however, shall not affect the respective
Existing Wholesale Discounts to which CTC may be entitled under the Resale
Agreements or applicable BA resale tariffs prior to giving effect to this
Amendment. In such case, if BA exercises its discretion and withholds some or
all of the Volume and Term Discount, Winback Discount or IntraLATA Toll
Discount, once the default is cured BA may, at its sole option, release none,
some or all of the withheld portion of the Volume and Term Discount, Winback
Discount or IntraLATA Toll Discount. If BA opts not to release all of any
such withheld portions, CTC shall have no right to any of the unreleased
amounts.
(a) Electronic Orders. Notwithstanding any provisions of a
Resale Agreement or applicable BA resale tariff to the contrary, all orders
submitted by CTC to BA pursuant to any of the Resale Agreements or applicable
BA resale tariffs, whether or not in respect of Eligible Services set forth in
Appendix 1 hereto, shall be submitted via an electronic interface approved by
BA for the provisioning of services under a resale arrangement.
(b) Assignments and Mergers/Acquisitions. Without
the prior written consent of BA (which may be withheld by BA in its sole
discretion), neither CTC nor any affiliate of CTC that becomes a party to this
Amendment in accordance with the terms hereof (each of such affiliates,
together with CTC, being a "CTC Company") shall assign any of its respective
rights or obligations under any of the Resale Agreements or under this
Amendment (or under any other resale agreement or related agreement, in the
case of another entity that becomes a CTC Company), and shall not accept an
assignment to it of any of the respective rights or obligations of another
entity under a resale agreement or related agreement with BA. If a CTC
Company merges with another entity or acquires another entity (or if the
parent company of the CTC Companies is acquired by another entity), which
other entity in any case, prior to such merger or acquisition, was not a party
to a resale volume and term discount arrangement with BA, the applicable CTC
Company may elect to count Qualified Business Lines being purchased by such
other entity from BA as Qualified Business Lines hereunder for purposes of the
Annual Volume Commitment Determination (and such lines shall be eligible for
the discounts available under this Amendment in accordance with the terms
hereof); provided that upon BA's request, the CTC Company and/or such other
entity (which shall then be deemed to be a CTC Company) shall first execute
such documents as BA reasonably deems necessary to give effect to the terms of
this Amendment, particularly to amend the terms and conditions of the
applicable resale agreements of the other entity in a manner substantially
identical to the terms and conditions of this Amendment; provided further that
BA may, at its discretion, cease counting Qualified Business Lines being
purchased in respect of the acquired, acquiring or merged with CTC Company as
Qualified Business Lines hereunder for purposes of the Annual Volume
Commitment Determination (and such lines shall cease being eligible for the
discounts available under this Amendment and any such related documents) if
any of the applicable CTC Companies (to include the other entity acquired,
acquiring or to which merged) fails, within one hundred eighty (180) days of
the effective date of such merger or acquisition, to exclusively utilize the
same type of electronic interface (e.g., Web-GUI, EDI, etc.), to include,
without limitation, the applicable version thereof, with BA on a State by
State basis (to include the District of Columbia), as the type of such
electronic interface (to include, without limitation, the applicable version
thereof) used by the other CTC Companies for such jurisdiction; the foregoing
shall also apply in the case of a CTC Company ceasing to utilize the same such
type of electronic interface (to include, without limiation, the applicable
version thereof). If a CTC Company merges with another entity or acquires
another entity (or if the parent company of the CTC Companies is acquired by
another entity), which other entity in any case, prior to such merger or
acquisition, was a party to a resale volume and term discount arrangement with
BA , the CTC Company and/or such other entity, as applicable, shall be
responsible for fulfilling their respective obligations to BA under both this
Amendment and such other resale volume and term discount arrangement.
(c) Order Quality. At least ninety-five percent (95%) of CTC's
orders submitted to BA during each month of the Service Term (whether or not
in respect of Eligible Services set forth in Appendix 1 hereto) shall not
contain errors or omissions such that they are rejected by BA or require
queries from BA to CTC. In addition, CTC shall submit such orders so that at
least ninety percent (90%) of Flow Through Eligible Orders actually flow
through; a "Flow Through Eligible Order" does not require manual intervention
by BA. Upon the first billing cycle month of the Service Term in which one or
both of the above conditions is not met, CTC agrees, upon reasonable request
by BA, to meet with BA promptly and in good faith to determine the reasons
that the foregoing percentage(s) was not met and to develop a plan for
improvement. If CTC does not meet either of such conditions for a second
consecutive month, CTC agrees, upon reasonable request by BA, to meet with BA
promptly and in good faith to determine the reasons that the foregoing
percentage(s) was not met and to develop a plan for improvement. If CTC does
not meet either of such conditions for a third consecutive month, CTC shall be
deemed to have materially defaulted in performing under this subsection, and
BA may, at its sole option, not apply the Volume and Term Discount, Winback
Discount and/or IntraLATA Toll Discount to Eligible Services purchased by CTC
from BA under the Resale Agreements and/or applicable BA resale tariffs until
CTC first meets both such conditions in a subsequent month of the Service
Term.
(d) Forecasts. CTC shall provide to BA accurate and timely
forecasts in accordance with BA's forecasting requirements as in effect from
time to time (as currently set forth in Section 8.4 of Volume I of BA's Resale
Handbook series), at least twice a year during the Service Term, of the
Eligible Services under each Resale Agreement or applicable BA resale tariff
that CTC anticipates purchasing from BA.
(e) Cooperation With BA Processes/Joint Efforts to Increase
Efficiency. Each Party shall use commercially reasonable efforts to comply
with the other Party's reasonable requests aimed at increasing the efficiency
of the ordering and maintenance processes under the Resale Agreements and/or
applicable BA resale tariffs. Such requests may include, without limitation
that CTC personnel attend training sessions from time to time regarding
ordering, that CTC use certain reference materials designated by BA that are
designed to limit the number of calls made to BA's Help Desk, that CTC
participate in Industry Change Control meetings held from time to time by BA,
that CTC use pre-order functionalities established by BA to validate
addresses, to determine feature availability, to reserve telephone numbers and
the like, and that representatives of the Parties meet, from time to time, to
discuss means by which such efficiency can be improved,.
3. Limited Amendments. The amendments set forth in this
Amendment shall be limited precisely as written and shall not be deemed to
(a) be an amendment to or waiver of any other term or condition of the Resale
Agreements or of any other instrument, tariff, SGAT or agreement referred to
therein; or (b) prejudice any right or remedy that either Party may have in
the future under or in connection with the Resale Agreements or any
instrument, tariff, SGAT or agreement referred to therein. For the avoidance
of doubt, any and all amounts due to BA under the terms of this Amendment
shall be subject, in addition to the specific remedies set forth in this
Amendment, also (at BA's sole option) to the remedies and procedures set
forth in the Resale Agreements and/or applicable BA tariffs; provided,
however, that in the event CTC shall fail to (a) purchase a quantity of
Qualified Business Lines at least equal to the applicable Annual Volume
Commitment, (b) have at least eighty percent (80%) of its Qualified Business
Lines presubscribed to BA's IntraLATA Toll Service or (c) satisfy the
applicable MOU Target, CTC's liability, and BA's sole claim and recourse,
with respect to any such failure, shall be limited to (w) not providing to
CTC the applicable discounts under this Amendment, (x) repayment of all of
the discounts under this Amendment that CTC received during the period in
question, together with interest on such discounts dating back to the date
received from BA calculated using the Applicable Interest Rate, as well as
any applicable taxes relating thereto and a handling fee equal to five
percent (5%) of the amount of the discounts under this Amendment that CTC
received during the period in question and (z) termination of this Amendment,
to the extent applicable, in each case in accordance with the terms of this
Amendment..
4. Ratification of Resale Agreements; No Challenges. This
Amendment shall be construed in connection with and, as a part of, the Resale
Agreements, and all terms, conditions, representations, warranties, covenants
and agreements set forth in the Resale Agreements, except as herein amended or
waived, are hereby ratified and confirmed and shall remain in full force and
effect. In addition, CTC hereby expressly agrees not to challenge the
reasonableness, enforceability, validity, legality or the like, of any term or
condition in any of the Resale Agreements or in this Amendment, either before
a court or regulatory authority of competent jurisdiction, or otherwise.
5. Claims. (a) Definition of Claims. For purposes of this
Amendment, "Claims" means any and all manner of liabilities, obligations,
causes of action, in law or equity, complaints, actions, demands, suits,
debts, dues, judgments, executions, costs, expenses and other claims of any
and every kind, arising under any theory of contract, tort, fraud, breach of
duty, strict liability, or any other theory of liability, based on any
federal, State, or local law, code, statute, rule or regulation or the common
or civil law of any jurisdiction, known or unknown, fixed or contingent,
suspected or unsuspected, or latent, concealed or hidden, that a Party
asserted or could have asserted against the other Party as of the Effective
Date or before such date; provided, however, that "Claims" shall not include
any right, duty or obligation that by the terms of Section 5(c)(ii) hereof
remains in full force and effect and is not limited or waived.
(b) Definition of Parties. For purposes of and, in
connection with, the release contained in this Amendment, references to a
Party include such Party and each of its shareholders, parents, subsidiaries,
assigns, predecessors and successors in interest, partners, agents and
affiliates, and the officers, directors, employees, controlling persons,
shareholders, servants, representatives, attorneys, administrators, partners,
agents and affiliates of each of them and all parties acting by, through,
under or in concert with each of them, past or present.
(c) Release of Claims. (i) On the Effective Date, CTC hereby
releases, remixes, acquits and forever discharges BA from and against any and
all Claims of CTC against BA.
(ii) Each Party agrees that with respect to those
agreements between them, as amended by the terms of this Amendment and any
other documents entered into in connection herewith, the lawful obligations
and duties of such agreements shall be in full force and effect as of the
Effective Date and henceforth.
(d) Delivery of Releases in Future. CTC agrees, for the
benefit of BA and at its own expense, that now and in the future it will
execute and deliver to BA any releases of judgment, liens, bonds or
encumbrances (whether statutory, common law or otherwise) in favor of CTC
arising out of or with respect to the Claims of CTC or the subject matter
thereof, and any releases of mortgage, termination statements or other
similar instruments that are necessary or advisable to release and discharge
of record all liens, security interests and other encumbrances in favor of
CTC under or with respect to the Claims of CTC and that it will now and in
the future pay all taxes (other than taxes imposed on or measured by the
income of BA), costs or expenses, if any, upon any documents or transactions
relating thereto.
(e) Full and Final Release. This Amendment is a full and final
release applying not only to such of the Claims of CTC as are presently
known, anticipated or disclosed to either of the Parties but also to all such
Claims of CTC which are presently unknown, unanticipated and undisclosed to
either or both of the Parties and which may have arisen prior to the
Effective Date.
(f) Representations. (i) Each Party represents, warrants and
agrees that in executing and entering into this Amendment, it is not relying
and has not relied upon any representation, promise or statement made by
anyone which is not recited, contained or embodied in this Amendment. Each
Party understands and expressly assumes the risk that any fact not recited,
contained or embodied herein or therein may turn out hereafter to be other
than, different from, or contrary to the facts now known to it or believed by
it to be true. Each Party further understands that the other Party may
possess material information regarding Claims that it has not shared or
revealed to the other Party. Nevertheless, CTC intends by this Amendment,
and with the advice of its own independently selected counsel, to release
fully, finally and forever all Claims of CTC and to agree that this Amendment
shall be effective in all respects notwithstanding any such difference in
facts, and shall not be subject to termination, modification or rescission by
reason of any such difference in facts.
(ii) CTC represents and warrants that it has not
heretofore assigned or transferred or purported to assign or transfer to any
person or entity all or any part of or any interest in any Claim of CTC. CTC
agrees to indemnify and to hold harmless BA against any claim, contention,
demand, cause of action, obligation or liability of any nature, character or
description whatsoever, including the payment of attorneys' fees and costs
actually incurred, whether or not litigation is commenced, which may be based
upon or which may arise out of or in connection with any such assignment or
transfer or purported assignment or transfer of any Claim of CTC.
(g) No Liability. This Amendment is not intended to be
and shall not be deemed, construed or treated in any respect as an admission
of liability by any person or entity for any purpose.
(h) Condition Precedent for BA Entry into
Amendment. The entry by BA into this Amendment is premised, among other
things, on BA not being aware of having any Claims against CTC or any
affiliate of CTC. As such, to the extent that another reseller would wish to
enter into an arrangement with BA similar or identical to this Amendment,
pursuant to Section 252(i) of the TelAct or otherwise, BA would have no
obligation to enter into any such arrangement with such other reseller to the
extent that BA was aware of any Claims it might have against such other
reseller or any affiliate of such reseller.
6. Final Agreement. This Amendment constitutes the full and
only agreement between the Parties with respect to its subject matter,
supersedes all previous agreements between them concerning such subject
matter and cannot be amended except by a writing duly signed by each of them.
7. Authority. Each of the Parties hereby covenants, warrants
and represents to the other Party that it has full power, right and authority
to execute, deliver, enter into and perform this Amendment.
8. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK FOR
ALL PURPOSES, INCLUDING BOTH CONSTRUCTION AND REMEDY, WITHOUT REGARD TO
CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW (OR ANY SUCCESSOR PROVISION THERETO)).
9. Jurisdiction. The Parties hereby irrevocably submit to the
venue and to both subject matter and personal jurisdiction in the Courts of
the State of New York and of the United States of America for the Southern
District of New York.
10. Counterparts. This Amendment may be executed and delivered
in counterparts and may be delivered by facsimile transmission and shall be
binding upon each of the Parties and on their respective successors and
assigns.
11. Headings. The headings contained in this Amendment
are for ease of reference only and shall be of no legal effect.
12. No Severability. If any of the provisions of this
Amendment are held to be invalid or unenforceable by a court or regulatory
authority of competent jurisdiction, BA may elect, at its sole option, to
terminate this Amendment or to enter into a mutually agreeable further
amendment to the Resale Agreements and/or agreement incorporating by reference
the terms of applicable BA resale tariffs (with respect only to CTC). In case
of such termination, CTC shall nonetheless remain obligated to pay to BA all
amounts, if any, due to BA pursuant to and, on terms set forth in, this
Amendment that have accrued as of the date of termination.
13. Termination Right. BA is entering into this Amendment
to increase the volume of resale business it conducts with resellers,
especially in the short term. In addition, given that the procedures set
forth herein are new, the overall impact of such procedures on BA's business
is uncertain. Accordingly, BA is limiting the time period during which
arrangements such as those set forth in this Amendment shall be available. As
such, if during the period beginning on the date hereof and ending November
30, 1999, CTC shall not have placed its first order with BA for an Eligible
Service pursuant to the terms of this Amendment, BA may, at its sole option,
terminate this Amendment. In addition and, consistent with the foregoing, to
the extent that another reseller would wish to enter into an arrangement with
BA similar or identical to this Amendment, pursuant to Section 252(i) of the
TelAct or otherwise, BA would not be under any obligation to enter into any
such arrangement with such other reseller after November 30, 1999.
14. Minimum Volume Representation. CTC represents and
warrants that, during the month immediately preceding the date hereof, it
purchased from BA, for resale, not less than 20,000 Qualified Business Lines.
15. Right of Setoff. In addition to any other remedies
available to BA under the Resale Agreements, and/or applicable BA tariffs
and/or other contractual arrangements between BA and CTC, if CTC does not pay
to BA any amount due to BA under a Resale Agreement , and/or an applicable BA
tariff and/or other contractual arrangement between BA and CTC, BA may, at its
sole option, set off such overdue amounts from the amount of the Volume and
Term Discount, Winback Discount, IntraLATA Toll Discount and/or Existing
Wholesale Discount.
16. Bankruptcy-Related Provisions.
(a) Pre-Petition Waiver of Automatic Stay. CTC
hereby acknowledges and agrees that in the event it becomes the subject of a
bankruptcy, insolvency, liquidation or similar proceeding affecting the rights
of creditors under State or Federal law that it shall waive and shall not
assert or seek any automatic stay (including a stay imposed by operation of 11
U.S.C. Sections 105, 362 or 366), injunction or similar bar on BA exercising
its rights or remedies available to it under any of the Resale Agreements,
this Amendment, applicable BA tariffs or applicable law, including terminating
any of the Resale Agreements and/or this Amendment, terminating or curtailing
service to CTC or CTC's customers, transferring such customers to a new
service provider, terminating any license, possessory interest or lease
arrangement or agreement with CTC, or repossessing any property owned by BA.
(b) Assumption or Rejection of Agreements. In the event that a
case is commenced pursuant to 11 U.S.C. Section 101 et seq. or similar Federal
or State insolvency law, by or against CTC, CTC agrees, within thirty (30)
days of such commencement, to elect either to assume or reject the Resale
Agreements (as amended hereby) and this Amendment and to file a motion in its
bankruptcy case and seek approval of such election within that 30-day time
period.
(c) Jurisdiction to Modify Terms. Notwithstanding any other
provisions of this Amendment, any of the Resale Agreements or applicable BA
tariffs, this Amendment and the Resale Agreements are subject to change,
modification or cancellation as may be required by a regulatory authority or
court in the execution of its lawful jurisdiction, other than a court
exercising jurisdiction pursuant to 28 U.S.C. Section 1334.
(d) Accelerated Billing. CTC hereby acknowledges and agrees
that in the event it becomes the subject of a bankruptcy, insolvency,
liquidation or similar proceeding affecting the rights of creditors under
State or Federal law, BA may, at its option, bill CTC for weekly service
charges under the Resale Agreements (as amended hereby) and/or applicable BA
tariffs, which amounts shall be due and payable within five (5) business days
of receipt by CTC of the particular invoice.
(e) Prepayment. CTC hereby acknowledges and agrees that
in the event it becomes the subject of a bankruptcy, insolvency, liquidation
or similar proceeding affecting the rights of creditors under State or Federal
law, BA may, at its option, bill CTC up to one (1) month in advance of receipt
by CTC of BA services under the Resale Agreements (as amended hereby) and/or
applicable BA tariffs, and in such case CTC shall be required to prepay BA for
such BA services, which amounts in respect thereof shall be due and payable
within five (5) business days of receipt by CTC of the particular invoice.
17. Other BA Resale Term and Volume Discount Plans. If BA
enters into, with a party other than CTC, a resale term and volume discount
plan that contains terms and conditions that are materially different than
the terms and conditions set forth in this Amendment, upon receipt of a
written request from CTC, BA agrees to promptly begin good faith negotiations
with CTC in order to modify this Amendment or to enter into a new contract
with terms and conditions consistent with those in the term and volume
discount plan with the other party. In addition, upon receipt of a written
request from CTC from time to time, BA shall inform CTC whether it has
entered into any such other resale term and volume discount plan and, if such
plan is not subject to a non-disclosure obligation, provide a copy of such
plan to CTC.
18. Joint and Several Liability of CTC Companies. Each CTC
Company (including all entities that become a CTC Company) shall be jointly
and severally liable for any and all liabilities of any and all CTC Companies
under this Amendment, the Resale Agreements, any other resale agreements and
related documents, applicable BA tariffs or otherwise; provided, however, that
for the avoidance of any doubt, the entry by CTC into this Amendment shall not
be construed in any way as authorizing (or requiring) CTC to provide any
telecommunications service.
19. Letter of Credit. Not later than the Effective Date
of this Amendment, CTC shall obtain and provide to BA an unconditional,
irrevocable standby letter of credit naming BA as the beneficiary thereof and
otherwise in form and substance satisfactory to BA from a financial
institution acceptable to BA, in an amount equal to five hundred thousand
dollars ($500,000), in respect of charges (including, without limitation,
both recurring and non-recurring charges) for the services, facilities or
arrangements provided or to be provided by BA to CTC (whether under any
Resale Agreement (as amended hereby), BA tariff or otherwise); provided,
however, that not later than one (1) year after the Effective Date of this
Amendment, CTC shall increase the amount of such letter of credit to one
million dollars ($1,000,000); provided further that, not later than two (2)
years after the Effective Date of this Amendment, CTC shall increase the
amount of such letter of credit to two million dollars ($2,000,000). BA may
(but is not obligated to) draw on the letter of credit upon notice to CTC in
respect of any amounts billed to CTC that are not paid within the applicable
time period for payment thereof. The fact that CTC provides the foregoing
letter of credit shall in no way relieve CTC from compliance with BA's
regulations as to advance payments and payment for service, nor constitute a
waiver or modification of the applicable terms of the Resale Agreements, BA's
tariffs or otherwise pertaining to the discontinuance of service for
nonpayment of any sums due to BA for the services, facilities or arrangements
rendered.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed as of the day and year first above written.
NEW YORK TELEPHONE COMPANY
By:/s/ Jacob Goldberg
Name: Jacob Goldberg
Title: President, Telecom Industry Services
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
By:/s/ Jacob Goldberg
Name: Jacob Goldberg
Title: President, Telecom Industry Services
BELL ATLANTIC - DELAWARE, INC.
By:/s/ Jacob Goldberg
Name: Jacob Goldberg
Title: President, Telecom Industry Services
BELL ATLANTIC - MARYLAND, INC.
By:/s/ Jacob Goldberg
Name: Jacob Goldberg
Title: President, Telecom Industry Services
BELL ATLANTIC - NEW JERSEY, INC.
By:/s/ Jacob Goldberg
Name: Jacob Goldberg
Title: President, Telecom Industry Services
BELL ATLANTIC - PENNSYLVANIA, INC.
By:/s/ Jacob Goldberg
Name: Jacob Goldberg
Title: President, Telecom Industry Services
BELL ATLANTIC - VIRGINIA, INC.
By:/s/ Jacob Goldberg
Name: Jacob Goldberg
Title: President, Telecom Industry Services
CTC Communications
By:/s/ Michael H. Donnellan
Name: Michael H. Donnellan
Title: Executive Vice President
Appendix 1, Attachment 1
Qualified Business Lines for Volume Commitment
Massachusetts
Access Lines
Measured Business Service 1MB ALS
Measured 4E BIM ALX
Flat Business Service 1FB 1LB
Direct Inward Dial Trunks ND8 NDT
PBX Trunks XMB XFB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex Plus
Measured DMS HMHJX
Measured 5ESS HMHUX
Measured 4E DMS HNHJX
Unlimited DMS HFHJX
Measured 4E 5ESS HNHUX
Unlimited 5ESS HFHUX
Centrex Plus Stations/Lines
Primary station at principle location RXR
Primary- Off Prem same CO. RX3
Intellipath
Measured - DMS100 E6KJX
Measured - 5ESS E6KUX
Unlimited - DMS100 E6EJX
Unlimited - 5ESS E6EUX
Measured 4E - DMS100 E7QJX
Measured 4E - 5ESS E7QUX
Intellipath Stations / Lines
Primary Station - Principle premise R42
Primary Station - Principle premise - Fully Restrict R45
Primary Station - other than Principle premise R43
Primary Station - other than Principle premise - Ful R46
Intellipath II
Measured - DMS100 E7KJX EV7JX
Measured - 5ESS E7JUX EV7UX
Unlimited - DMS100 EGDJX FV7JX
Unlimited - 5ESS EGDUX FV7UX
Measured 4E - DMS100 EGQJX FVNJX
Measured 4E - 5ESS EGQUX FVNUX
Intellipath II Stations / lines
Primary Station - Principle premise RXR
Primary Station - Principle premise - Fully Restrict RX5
Primary Station - other than Principle premise RX3
Primary Station - other than Principle premise - Ful RX6
Appendix 1, Attachment 2
Product and Services Eligible for VTD discount
Massachusetts
Access Lines
Measured Business Service 1MB ALS
Measured 4E BIM ALX
Flat Business Service 1FB 1LB
Direct Inward Dial Trunks ND8 NDT
PBX Trunks
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Business Link Optional Calling Plan but OVP OV2
excluding all other Optional Calling Plans
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB
Call Forwarding ESM
Call Forwarding, Speed Calling 8 & Speed Calling 30 EZO
Call Forwarding, Three Way Calling & Speed Calling 30 ESB
Call Forwarding, Three Way Calling & Speed Calling 8 ESR
Call Forwarding, Three Way Calling,
Speed Calling 8 & Speed Calling 30 EZS
Call Waiting ESX
Call Waiting, Call Forwarding & Speed Calling 30 ESG
Call Waiting, Call Forwarding & Speed Calling 8 ESA
Call Waiting, Call Forwarding & Three Way Calling ETC
Call Waiting, Call Forwarding,
Speed Calling 8 & Speed Calling 30 EZQ
Call Waiting, Call Forwarding, Three Way Calling &
Speed Calling 30 ES5
Call Waiting, Call Forwarding, Three Way Calling &
Speed Calling 8 ES3
Call Waiting, Call Forwarding, Three Way Calling,
Speed Calling 8 and Speed Calling 30 EZT
Call Waiting, Speed Calling 8 & Speed Calling 30 EZN
Call Waiting, Three Way Calling & Speed Calling 30 ET3
Call Waiting, Three Way Calling & Speed Calling 8 ET8
Call Waiting, Three Way Calling, Speed Calling 8 &
Speed Calling 30 EZR
Speed Calling 30 E3D
Speed Calling 8 E8C
Three Way Calling ESC
Three Way Calling, Speed Calling 8 & Speed Calling 30 EZP
Call Forwarding II CFZ GCZ E5E
Phone Smart Services
# Must be associated with a resold VTD Qualified Business Line
*69 NSS
*69 (Per Activation Charge)
*69 Denial HBS
Call Trace Denial HBG
Call Waiting ID NWT
Call Waiting ID with Name N7PXA
Call Trace (Per Activation Charge)
Caller ID NSD
Caller ID with Name NNK
Caller ID Manager NWL
Caller ID Manager with Name NNW
Per Call Blocking
Per Line Blocking NBJ
Repeat Dialing NSQ
Repeat Dialing (Per Activation Charge)
Repeat Dialing & *69 NSP
Repeat Dialing Denial HBQ
Appendix 1, Attachment 3
Qualified Business Lines for Volume Commitment
New York
Access Lines
Measured Business Service 1MB ALN
Direct Inward Dial Trunks ND8 NDT
PBX Trunks
PBX Digital trunks TBABX TW7
TDY0X TWD1X
TDYCX
PBX Analog trunks T87 TQJ
TB2 TTTXA
TCG TTTXB
TCM TXG
TCN TXM
TD1 TXN
TDD W7W
TDT1X W7Y
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex Plus
Measured DMS HMHJX
Measured 5ESS HMHUX
Centrex Plus Stations/Lines
Primary station different premise and CO RGH
Primary- Off Prem same CO. RX3
Primary station at principle location RXR
Intellipath
DMS 5 to 99 Lines ETKJR
DMS 100 plus Lines E7KJA
5ess 5 to 99 Lines ETKUR
5ESS 100 Plus Lines E7KUX
Intellipath Stations / lines
Primary Station - Principle premise RXR
Primary Station - other than Principle premise RX3
Primary Station different premise and CO. RGH
Appendix 1, Attachment 4
Products and Services Eligible for VTD Discount
New York
Access Lines
Measured Business Service IMB ALN
Flat Business Service (Not available in NY) N/A
Direct Inward Dial Trunks ND8 NDT
PBX Trunks
PBX Digital trunks TBA0X TW6
TBABX TW7
TDY0X TWD1X
TDYCX
PBX Analog trunks T87 TQJ
TB2 TTTXA
TCG TTTXB
TCM TXG
TCN TXM
TD1 TXN
TDD W7W
TDT1X W7Y
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Business Link Optional Calling Plan but OVP OV2
excluding all other Optional Calling Plans
** Rewarding Connections will not be included in NY,Plan is different from
South Plan
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone (Line rate includes touch tone charge ) TTB
Call Forwarding ESM
Call Forwarding & Speed Dialing 8 ER3
Call Forwarding & Three Way Calling ER5
Call Forwarding, Three Way Calling & Speed Dialing 8 ESR
Call Waiting ESX
Call Waiting & Call Forwarding ES7
Call Waiting, Call Forwarding & Speed Dialing 8 ESA
Call Waiting, Call Forwarding &Three Way Calling ETC
Call Waiting, Call Forwarding, Three Way Calling & Speed Dialing 8 ES3
Call Waiting & Speed Dialing 8 ES6
Call Waiting & Three Way Calling ER9
Call Waiting, Three Way Calling & Speed Dialing 8 ET8
Speed Dialing 30 ESF
Speed Dialing 8 ESL
Three Way Calling ESC
Three Way Calling & Speed Dialing 8 ER6
Call Forwarding II CFZ GCZ
E5E
Phone Smart Services
# Must be associated with a resold VTD Qualified Business Line
Anonymous Call Rejection AYK
Anonymous Call Rejection & *69 AY4
Anonymous Call Rejection & Caller ID AYW
Anonymous Call Rejection & Repeat Dialing AY3
Anonymous Call Rejection, *69 & Repeat Dialing AY6
Caller ID Manager NWL
Caller ID Manager & *69 N7PXH
Caller ID Manager & Repeat Dialing N7PXJ
Caller ID Manager with Name NNW
Caller ID Manager with Name & *69 N7PXO
Caller ID Manager with Name & Repeat Dialing N7PXP
Caller ID Manager with Name, Repeat Dialing &*69 N7PXQ
Caller ID Manager, *69 & Repeat Dialing N7PXK
*69 NSS
*69 (Per Activation Charge)
*69 &Caller ID & Repeat Dialing NLH3P
*69 Denial HBS
Call Trace (Per Activation Charge)
Call Trace Denial HBG
Call Waiting ID NWT
Call Waiting ID & *69 N7PXE
Call Waiting ID & Repeat Dialing N7PXG
Call Waiting ID with Name N7PXA
Call Waiting ID with Name & *69 N7PXL
Call Waiting ID with Name & Repeat Dialing N7PXM
Call Waiting ID with Name, Repeat Dialing & *69 N7PXN
Caller ID NSD
Caller ID & Repeat Dialing NLH2L
Caller ID &*69 NLH2H
Caller ID with Name NNK
Caller ID with Name & *69 N7PXB
Caller ID with Name & Repeat Dialing N7PXC
Caller ID with Name, *69 & Repeat Dialing N7PXD
Call Waiting ID, *69 & Repeat Dialing N7PXF
Per line blocking NBJ
Repeat Dialing NSQ
Repeat Dialing (Per Activation Charge)
Repeat Dialing & *69 NSP
Repeat Dialing Denial HBQ
Appendix 1, Attachment 5
Qualified Business Lines for Volume Commitment
Maine
Access Lines
Unlimmited Service (Premium) 1FB 1LB
Unlimmited Service (Economy) 1EF ADQ
Direct Inward Dial Trunks ND8 NDT
PBX Trunks XMB XMB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Intellipath
Unlimited - DMS100 E6EJX
Unlimited - 5ESS E6EUX
Intellipath Stations / Lines
Primary Station - Principle premise R42
Primary Station - Principle premise - Fully Restricted R45
Primary Station - other than Principle premise R43
Primary Station - other than Principle premise - Fully Restricted R46
Appendix 1, Attachment 6
Products and Services Eligible for VTD Discount
Maine
Access Lines
Measured Business Service 1EF ADQ
Flat Business Service 1FB 1LB
Direct Inward Dial Trunks ND8 NDT
PBX Trunks XMB XMB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Business Link Optional Calling Plan but OFL
excluding all other Optional Calling Plans
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB
Call Forwarding ESM
Call Forwarding, Speed Calling 8 & Speed Calling 30 EZO
Call Forwarding, Three Way Calling & Speed Calling 30 ESB
Call Forwarding, Three Way Calling & Speed Calling 8 ESR
Call Forwarding, Three Way Calling, Speed Calling 8 & Speed Calling 30 EZS
Call Waiting ESX
Call Waiting, Call Forwarding & Speed Calling 30 ESG
Call Waiting, Call Forwarding & Speed Calling 8 ESA
Call Waiting, Call Forwarding & Three Way Calling ETC
Call Waiting, Call Forwarding, Speed Calling 8 & Speed Calling 30 EZQ
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 30 ES5
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 8 ES3
Call Waiting, Call Forwarding, Three Way Calling, Speed
Calling 8 and Speed Calling 30 EZT
Call Waiting, Speed Calling 8 & Speed Calling 30 EZN
Call Waiting, Three Way Calling & Speed Calling 30 ET3
Call Waiting, Three Way Calling & Speed Calling 8 ET8
Call Waiting, Three Way Calling, Speed Calling 8 & Speed Calling 30 EZR
Speed Calling 30 E3D
Speed Calling 8 E8C
Three Way Calling ESC
Three Way Calling, Speed Calling 8 & Speed Calling 30 EZP
Call Forwarding II CFZ
E5E
GCZ
Phone Smart Services
# Must be associated with a resold VTD Qualified Business Line
*69 NSS
*69 (Per Activation Charge)
*69 Denial HBS
Call Trace Denial HBG
Call Waiting ID NWT
Call Waiting ID with Name N7PXA
Call Trace (Per Activation Charge)
Caller ID NSD
Caller ID with Name NNK
Caller ID Manager NWL
Caller ID Manager with Name NNW
Per Call Blocking
Per Line Blocking NBJ
Repeat Dialing NSQ
Repeat Dialing (Per Activation Charge)
Repeat Dialing & *69 NSP
Repeat Dialing Denial HBQ
Appendix 1, Attachment 7
Qualified Business Lines for Volume Commitment
New Hampshire
Access Lines
Measured Business Service 4 Eelement B1M ALX
Flat Business Service 1FB 1LB
Direct Inward Dial Trunks NDT ND8
PBX Trunks XMB XFB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Intellipath
Unlimited - DMS100 E6EJX H3KJX
Unlimited - 5ESS E6EUX H3KUX
Measured 4E - DMS100 E7QJX H7KJX
Measured 4E - 5ESS E7QUX H7JUX
Intellipath Stations / Lines
Primary Station - Principle premise R42 R3G
Primary Station - Principle premise - Fully Restricted R45 R3Q
Primary Station - other than Principle premise R43 R3P
Primary Station - other than Principle premise -
Fully Restricted R46 R3H
Intellipath II
Unlimited - DMS100 EGDJX FV7JX
Unlimited - 5ESS EGDUX FV7UX
Measured 4E - DMS100 EGQJX FVNJX
Measured 4E - 5ESS EGQUX FVNUX
Intellipath II Stations / lines
Primary Station - Principle premise RXR R3G
Primary Station - Principle premise - Fully Restricted RX5 R3Q
Primary Station - other than Principle premise RX3 R3P
Primary Station - other than Principle premise - Fully RX6 R3H
Appendix 1, Attachment 8
Products and Services Eligible for VTD Discount
New Hampshire
Access Lines
Measured Business Service 4-Element B1M ALX
Flat Business Service 1FB 1LB
Direct Inward Dial Trunks NDT ND8
PBX Trunks XMB XFB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Business Link Optional Calling Plan but OVP OV2
excluding all other Optional Calling Plans
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB
Call Forwarding ESM
Call Forwarding, Speed Calling 8 & Speed Calling 30 EZO
Call Forwarding, Three Way Calling & Speed Calling 30 ESB
Call Forwarding, Three Way Calling & Speed Calling 8 ESR
Call Forwarding, Three Way Calling, Speed Calling 8 & Speed Calling 30 EZS
Call Waiting ESX
Call Waiting, Call Forwarding & Speed Calling 30 ESG
Call Waiting, Call Forwarding & Speed Calling 8 ESA
Call Waiting, Call Forwarding & Three Way Calling ETC
Call Waiting, Call Forwarding, Speed Calling 8 & Speed Calling 30 EZQ
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 30 ES5
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 8 ES3
Call Waiting, Call Forwarding, Three Way Calling, Speed EZT
Call Waiting, Speed Calling 8 & Speed Calling 30 EZN
Call Waiting, Three Way Calling & Speed Calling 30 ET3
Call Waiting, Three Way Calling & Speed Calling 8 ET8
Call Waiting, Three Way Calling, Speed Calling 8 & Spee EZR
Speed Calling 30 E3D
Speed Calling 8 E8C
Three Way Calling ESC
Three Way Calling, Speed Calling 8 & Speed Calling 30 EZP
Call Forwarding II CFZ GCZ E5E
Phone Smart Services
# Must be associated with a resold VTD Qualified Business Line
*69 NSS
*69 (Per Activation Charge)
*69 Denial HBS
Call Trace Denial HBG
Call Waiting ID NWT
Call Waiting ID with Name N7PXA
Call Trace (Per Activation Charge)
Caller ID NSD
Caller ID with Name NNK
Caller ID Manager NWL
Caller ID Manager with Name NNW
Per Call Blocking
Per Line Blocking NBJ
Repeat Dialing NSQ
Repeat Dialing (Per Activation Charge)
Repeat Dialing & *69 NSP
Repeat Dialing Denial HBQ
Appendix 1, Attachment 9
Qualified Business Lines for Volume Commitment
Rhode Island
Access Lines
Measured Business Service 1MB ALS
Flat Business Service 1FB 1LB
Direct Inward Dial Trunks NDT ND8
PBX Trunks XMB XFB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex Plus
Measured - DMS HMHJX
Measured - 5ESS HMHUX
Unlimited - DMS HFHJX
Unlimited - 5ESS HFHUX
Centrex Plus Stations/Lines
Primary station at principle location RXR
Primary- Off Prem same CO. RX3
Appendix 1, Attachment 10
Products and Services Eligible for VTD Discount
Rhode Island
Access Lines
Measured Business Service 1MB ALS
Flat Business Service 1FB 1LB
Direct Inward Dial Trunks NDT ND8
PBX Trunks XMB XFB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Business Link Optional Calling Plan but OVP OV2
excluding all other Optional Calling Plans
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB
Call Forwarding ESM
Call Forwarding, Speed Calling 8 & Speed Calling 30 EZO
Call Forwarding, Three Way Calling & Speed Calling 30 ESB
Call Forwarding, Three Way Calling & Speed Calling 8 ESR
Call Forwarding, Three Way Calling, Speed Calling 8 & Speed Calling 30 EZS
Call Waiting ESX
Call Waiting, Call Forwarding & Speed Calling 30 ESG
Call Waiting, Call Forwarding & Speed Calling 8 ESA
Call Waiting, Call Forwarding & Three Way Calling ETC
Call Waiting, Call Forwarding, Speed Calling 8 & Speed EZQ
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 30 ES5
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 8 ES3
Call Waiting, Call Forwarding, Three Way Calling, Speed EZT
Call Waiting, Speed Calling 8 & Speed Calling 30 EZN
Call Waiting, Three Way Calling & Speed Calling 30 ET3
Call Waiting, Three Way Calling & Speed Calling 8 ET8
Call Waiting, Three Way Calling, Speed Calling 8 & Spee EZR
Speed Calling 30 E3D
Speed Calling 8 E8C
Three Way Calling ESC
Three Way Calling, Speed Calling 8 & Speed Calling 30 EZP
Call Forwarding II CFZ GCZ E5E
Phone Smart Services
# Must be associated with a resold VTD Qualified Business Line
Call Trace Denial HBG
Call Trace (Per Activation Charge)
Caller ID NSD
Per Call Blocking
Per Line Blocking NBJ
Permanent Line Blocking NBD
Repeat Dialing NSQ
Repeat Dialing (Per Activation Charge)
Repeat Dialing Denial HBQ
Appendix 1, Attachment 11
Qualified Business Lines for Volume Commitment
Vermont
Access Lines
Non-Optional Measured - Low Use LMB ALM
Non-Optional Measured - Standard LMA B2K
Direct Inward Dial Trunks NDT ND8
PBX Trunks XMB XFB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Intellipath
Non-Optional Measured - DMS100 E6JJX
Non-Optional Measured - 5ESS E6JUX
Measured - DMS100 E6KJX
Measured - 5ESS E6KUX
Intellipath Stations / Lines
Primary Station - Principle premise R42
Primary Station - Principle premise - Fully Restricted R45
Primary Station - other than Principle premise R43
Primary Station - other than Principle premise - Fully Restricted R46
Appendix 1, Attachment 12
Products and Services Eligible for VTD Discount
Vermont
Access Lines
Non-Optional Measured - Low Use LMB ALM
Non-Optional Measured - Standard LMA B2K
Direct Inward Dial Trunks NDT ND8
PBX Trunks XMB XFB
PBX Digital trunks T2DMX T4DOX
T2DOX TDYMX
T4DMX TDYOX
PBX Analog trunks RM7 TG8 TBPCX TM7
T1V TGJTM TCX TM9
T2D1X TGQ TDD TMB
T2DCX TGZ TDY1X TMC
T3E THN TDYCX TMK
T3U THO TEPCX TMR
T3V THQ TF6 TMT
T4U THU TFB TMU
T4V THW TFC TP5CX
T4X THZ TFK TS9
T5E TJT TFQ TS9OX
T5K TKG TFR TW6
T5N TKO TFT TYD
T5O TKV TFU TZQ
T86 TM2 TG2 TZZ
T87 TM3 TG7 TJB
TB2 TM5 TBB TM6
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Business Link Optional Calling Plan but OVP OV2
excluding all other Optional Calling Plans
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB
Call Forwarding ESM
Call Forwarding, Speed Calling 8 & Speed Calling 30 EZO
Call Forwarding, Three Way Calling & Speed Calling 30 ESB
Call Forwarding, Three Way Calling & Speed Calling 8 ESR
Call Forwarding, Three Way Calling, Speed Calling 8 & Speed Calling 30 EZS
Call Waiting ESX
Call Waiting, Call Forwarding & Speed Calling 30 ESG
Call Waiting, Call Forwarding & Speed Calling 8 ESA
Call Waiting, Call Forwarding & Three Way Calling ETC
Call Waiting, Call Forwarding, Speed Calling 8 & Speed Calling 30 EZQ
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 30 ES5
Call Waiting, Call Forwarding, Three Way Calling & Speed Calling 8 ES3
Call Waiting, Call Forwarding, Three Way Calling, Speed EZT
Call Waiting, Speed Calling 8 & Speed Calling 30 EZN
Call Waiting, Three Way Calling & Speed Calling 30 ET3
Call Waiting, Three Way Calling & Speed Calling 8 ET8
Call Waiting, Three Way Calling, Speed Calling 8 & Speed Calling 30 EZR
Speed Calling 30 E3D
Speed Calling 8 E8C
Three Way Calling ESC
Three Way Calling, Speed Calling 8 & Speed Calling 30 EZP
Call Forwarding II CFZ GCZ E5E
Phone Smart Services
# Must be associated with a resold VTD Qualified Business Line
*69 NSS
*69 (Per Activation Charge)
*69 Denial HBS
Call Trace NST
Call Waiting ID NWT
Call Waiting ID with Name N7PXA
Call Trace (Per Activation Charge)
Caller ID NSD
Caller ID with Name NNK
Caller ID Manager NWL
Caller ID Manager with Name NNW
Per Call Blocking
Per Line Blocking NBJ
Repeat Dialing NSQ
Repeat Dialing (Per Activation Charge)
Repeat Dialing & *69 NSP
Repeat Dialing Denial HBQ
Appendix 1, Attachment 13
Qualified Business Lines for Volume Commitment
Maryland
Access Lines
Message Business Service 1MB ALS WHB
Measured Business Service LMB ALM
Direct Inward Dial Trunks NDT NDZ NDJ
PBX Trunks Message TMB
PBX Trunks Measured TV1
PBX Digital trunks D7Z D7W
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex - Custopak / Class of Service
Message CGC+X
Measured CEC+X
Custopak Lines
Unrestricted R3G
Restricted RX7
Primary Off Prem RX3
Centrex - Custoflex 2100 / Class of Service RJY
Message KGK+X
Measured KEK+X
Custoflex 2100 Lines
Unrestricted R4N
Restricted RHK
Primary Off Prem RX3
ISDN - Unrestricted XQA
ISDN - Restricted XQK
Appendix 1, Attachment 14
Product and Services Eligible for VTD discount
Maryland
Access Lines
Message Business Service 1MB ALS WHB
Measured Business Service LMB ALM
Direct Inward Dial Trunks NDT NDZ NDJ
PBX Trunks Message TMB
PBX Trunks Measured TV1
PBX Digital trunks D7Z D7W
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Key Connections Optional Calling Plan but VWDK1 WRV
excluding all other Optional Calling Plans
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTV TJB
IQ Services:
# Must be associated with a resold VTD Qualified Business Line
Call Forwarding ESM
Call Waiting ESX
Call Waiting ID NWT
Speed Dialing 8 ESL
Speed Dialing 30 ESF
3 Way Calling (per Use or Monthly) ESC
*69 (per Use or Monthly) NSS
Call Trace (Per Use Charge)
Caller ID NSD
Caller ID with Name NDF
Per Call Blocking (Per Use Charge)
Repeat Dialing NSQ
Ultra Forward FRM
Distinctive Ring DRQ+X
Priority Call NSK
Select Forward NCE
Call Block NSY
Call Gate OC4
Anonymous Call Rejection - w/ Caller ID AWY
Anonymous Call Rejection - w/o Caller ID AYK
Call Manager PKB3N
Call Manager Plus PKB3R
Appendix 1, Attachment 15
Qualified Business Lines for Volume Commitment
Pennsylvania
Access Lines
Dial Tone Line DTL DTLBX
Message BWL 1MB B1M
Direct Inward Dial Trunks NDT NDN ND4
PBX Trunks Message BWT TV1++ TKG
PBX Digital trunks D7Z D7W
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex - Custopak / Class of Service
Measured CEC+X
Custopak Lines
Unrestricted R3G
Restricted R3K
Primary Off Prem RX3
Centrex - Custoflex 2100 / Class of Service RJY
Measured KEK+X
Custoflex 2100 Lines
Unrestricted R4N
Restricted RHK
ISDN - Unrestricted XQA
ISDN - Restricted XQK
Appendix 1, Attachment 16
Product and Services Eligible for VTD discount
Pennsylvania
Access Lines
Dial Tone Line DTL DTLBX
Message BWL 1MB B1M
Direct Inward Dial Trunks NDT NDN ND4
PBX Trunks Message BWT TV1++ TKG
PBX Digital trunks D7Z D7W
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Key Connections & Rewarding Connections VWDK1 WRV
Optional Calling Plan but excluding all other OCPs OVSXX OVS3X
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTV TJB
IQ Services:
# Must be associated with a resold VTD Qualified Business Line
Call Forwarding ESM
Call Waiting ESX
Call Waiting ID NWT
Speed Dialing 8 ESL
Speed Dialing 30 ESF
3 Way Calling (per Use or Monthly) ESC
*69 (per Use or Monthly) NSS
Call Trace (Per Use Charge)
Caller ID NSD
Caller ID with Name NDF
Per Call Blocking (Per Use Charge)
Repeat Dialing NSQ
Ultra Forward FRM
Distinctive Ring DRQ+X
Priority Call NSK
Select Forward NCE
Call Block NSY
Call Gate OC4
Anonymous Call Rejection - w/ Caller ID AWY
Line Blocking NG5
Appendix 1, Attachment 17
Qualified Business Lines for Volume Commitment
Delaware
Access Lines
Dial Tone Line DTLBX
Message BWL
Flat Rate Business Lines 1FB
Direct Inward Dial Trunks NDT NDN ND4
PBX Trunks TFB
PBX Digital trunks D7Z D7W
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex - Custopak / Class of Service
Flat CJE+X
Custopak Lines
Unrestricted R3G
Restricted R3K
Primary Off Prem RX3
Centrex - Custoflex 2100 / Class of Service RJY
Measured KEK+X
Custoflex 2100 Lines
Unrestricted R4N
Restricted RHK
Primary Off Prem RX3
ISDN - Unrestricted XQA
ISDN - Restricted XQK
Appendix 1, Attachment 18
Product and Services Eligible for VTD discount
Delaware
Access Lines
Dial Tone Line DTLBX
Message BWL
Flat Rate Business Lines 1FB
Direct Inward Dial Trunks NDT NDN ND4
PBX Trunks TFB
PBX Digital trunks D7Z D7W
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Key Connections & Rewarding Connections VWDK1 WRV
Optional Calling Plan but excluding all other OCPs OVSXX OVS2X
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB TJB
IQ Services:
# Must be associated with a resold VTD Qualified Business Line
Call Forwarding ESM
Call Waiting ESX
Call Waiting ID NWT
Speed Dialing 8 ESL
Speed Dialing 30 ESF
3 Way Calling (per Use or Monthly) ESC
*69 (per Use or Monthly) NSS
Call Trace (Per Use Charge)
Caller ID NSD
Caller ID with Name NDF
Per Call Blocking (Per Use Charge)
Repeat Dialing NSQ
Ultra Forward FRM
Distinctive Ring DRQ+X
Priority Call NSK
Select Forward NCE
Call Block NSY
Call Gate OC4
Anonymous Call Rejection - w/ Caller ID AWY
Anonymous Call Rejection - w/o Caller ID AYK
Line Blocking NG5
Appendix 1, Attachment 21
Qualified Business Lines for Volume Commitment
Virginia
Access Lines
Message Business Service 1MB ALS 1BJ ALJ
Measured Business Service LMB ALM
Flat Rate 1FB AFK BUA ALV
Direct Inward Dial Trunks NDT NDZ NDJ
PBX Trunks Message TMB THM
PBX Trunks Measured TV1
PBX Flat TFB TZF
PBX Digital trunks D7Z D7W
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex - Custopak / Class of Service
Message CGC+X CHC+X
Measured CEC+X
Flat CJE+X CJC+X
Custopak Lines
Unrestricted R3G
Restricted R3K
Primary Off Prem RX3
Centrex - Custoflex 2100 / Class of Service
Message KGK+X KHK+X
Measured KEK+X KHK+X
Flat KJE+X
Custoflex 2100 Lines
Unrestricted R4N
Restricted RHK
Primary Off Prem RX3
ISDN - Unrestricted XQA
ISDN - Restricted XQK
Appendix 1, Attachment 22
Product and Services Eligible for VTD discount
Virginia
Access Lines
Message Business Service 1MB ALS 1BJ ALJ
Measured Business Service LMB ALM
Flat Rate 1FB AFK BUA ALV
Direct Inward Dial Trunks NDT NDZ NDJ
PBX Trunks Message TMB THM
PBX Trunks Measured TV1
PBX Flat TFB TZF
PBX Digital trunks D7Z D7W
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Key Connections Optional Calling Plan but VWDK1 WRV
excluding all other Optional Calling Plans
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB TJB
IQ Services:
# Must be associated with a resold VTD Qualified Business Line
Call Forwarding ESM
Call Waiting ESX
Call Waiting ID NWT
Speed Dialing 8 ESL
Speed Dialing 30 ESF
3 Way Calling (per Use or Monthly) ESC
*69 (per Use or Monthly) NSS
Call Trace (Per Use Charge)
Caller ID NSD
Caller ID with Name NDF
Per Call Blocking (Per Use Charge)
Repeat Dialing NSQ
Ultra Forward FRM
Distinctive Ring DRQ+X
Priority Call NSK
Select Forward NCE
Call Block NSY
Call Gate OC4
Anonymous Call Rejection - w/Caller ID AWY
Anonymous Call Rejection - w/o Caller ID AYK
Appendix 1, Attachment 23
Qualified Business Lines for Volume Commitment
New Jersey
Access Lines
Message Business Service 1MB ALS
Measured Business Service LMB ALM
Flat Rate 1FB AFK
Direct Inward Dial Trunks TDD NDT
Direct Inward Dial Blocks ND8 NDJ
PBX Trunks Flat TFB TFR
PBX Trunks Measured TMB TM2
PBX Digital trunks D7Z D7W
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex - Custopak / Class of Service
Message CGC+X
Custopak Lines
Unrestricted R3G
Restricted R3K
Primary Off Prem RX3
Centrex - Custoflex 2100 / Class of Service
Message KGK+X
Custoflex 2100 Lines
Unrestricted R4N
Restricted RHK
Primary Off Prem RX3
ISDN - Unrestricted XQA
ISDN - Restricted XQK
Appendix 1, Attachment 24
Product and Services Eligible for VTD discount
New Jersey
Access Lines
Message Business Service 1MB ALS
Measured Business Service LMB ALM
Flat Rate 1FB AFK
Direct Inward Dial Trunks TDD NDT
Direct Inward Dial Blocks ND8 NDJ
PBX Trunks Flat TFB TFR
PBX Trunks Measured TMB TM2
PBX Digital trunks D7Z D7W
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS, including Key Connections & Rewarding Connections VWDK1 WRV
Optional Calling Plan but excluding all other OCPs OVSXX OVS4X
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB TJB
IQ Services:
# Must be associated with a resold VTD Qualified Business Line
Call Forwarding ESM
Call Waiting ESX
Call Waiting ID NWT
Speed Dialing 8 ESL
Speed Dialing 30 ESF
3 Way Calling (per Use or Monthly) ESC
*69 (per Use or Monthly) NSS
Call Trace (Per Use Charge)
Caller ID NSD
Caller ID with Name NDF
Per Call Blocking (Per Use Charge)
Repeat Dialing NSQ
Ultra Forward FRM
Distinctive Ring DRQ+X
Priority Call NSK
Select Forward NCE
Call Block NSY
Call Gate OC4
Anonymous Call Rejection - w/Caller ID AWY
Appendix 1, Attachment 27
Qualified Business Lines for Volume Commitment
Connecticut
Access Lines
Measured Business Service 1MB ALN
Direct Inward Dial Trunks ND8 NDT
PBX Trunks
PBX Digital trunks TBABX TW7
TDY0X TWD1X
TDYCX
PBX Analog trunks T87 TQJ
TB2 TTTXA
TCG TTTXB
TCM TXG
TCN TXM
TD1 TXN
TDD W7W
TDT1X W7Y
Centrex: **
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
Centrex Plus
Measured DMS HMHJX
Measured 5ESS HMHUX
Centrex Plus Stations/Lines
Primary station different premise and CO RGH
Primary- Off Prem same CO. RX3
Primary station at principle location RXR
Intellipath
DMS 5 to 99 Lines ETKJR
DMS 100 plus Lines E7KJA
5ess 5 to 99 Lines ETKUR
5ESS 100 Plus Lines E7KUX
Intellipath Stations / lines
Primary Station - Principle premise RXR
Primary Station - other than Principle premise RX3
Primary Station different premise and CO. RGH
Appendix 1, Attachment 28
Products and Services Eligible for VTD Discount
Connecticut
Access Lines
Measured Business Service IMB ALN
Flat Business Service (Not available in CT) N/A
Direct Inward Dial Trunks ND8 NDT
PBX Trunks
PBX Digital trunks TBA0X TW6
TBABX TW7
TDY0X TWD1X
TDYCX
PBX Analog trunks T87 TQJ
TB2 TTTXA
TCG TTTXB
TCM TXG
TCN TXM
TD1 TXN
TDD W7W
TDT1X W7Y
Intra-LATA Toll
# Must be associated with a resold VTD Qualified Business Line
Message Rate Service N/A
MTS
Features
# Must be associated with a resold VTD Qualified Business Line
Touch Tone TTB
Call Forwarding ESM
Call Forwarding & Speed Dialing 8 ER3
Call Forwarding & Three Way Calling ER5
Call Forwarding, Three Way Calling & Speed Dialing 8 ESR
Call Waiting ESX
Call Waiting & Call Forwarding ES7
Call Waiting, Call Forwarding & Speed Dialing 8 ESA
Call Waiting, Call Forwarding &Three Way Calling ETC
Call Waiting, Call Forwarding, Three Way Calling & Speed Dialing 8 ES3
Call Waiting & Speed Dialing 8 ES6
Call Waiting & Three Way Calling ER9
Call Waiting, Three Way Calling & Speed Dialing 8 ET8
Speed Dialing 30 ESF
Speed Dialing 8 ESL
Three Way Calling ESC
Three Way Calling & Speed Dialing 8 ER6
Phone Smart Services
# Must be associated with a resold VTD Qualified Business Line
Caller ID Manager NWL
Caller ID Manager with Name NNW
*69 NSS
*69 &Caller ID & Repeat Dialing NLH3P
*69 Denial HBS
Call Trace NST
Call Trace Denial HBG
Call Waiting ID with Name N7PXA
Caller ID NSD
Caller ID & Repeat Dialing NLH2L
Caller ID &*69 NLH2H
Caller ID with Name NNK
Per line blocking NBJ
Per call blocking
Repeat Dialing NSQ
Repeat Dialing & *69 NSP
Repeat Dialing Denial HBQ
