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EXHIBIT 10.3
ADDENDUM A
This Addendum A (the "Addendum") is made as of the 1st day of January,
2000 (the "Effective Date") to that certain Carrier Digital Services Agreement
(DSA #PTI-991029) dated October 29, 1999 (the "DSA") made by and between MCI
WORLDCOM Network Services, Inc. ("MCI WorldCom") and PTEK Holdings, Inc.
(formerly known as Premiere Technologies, Inc.) ("Customer"). In the event of
any conflict between the terms and conditions of the DSA and the terms and
conditions of this Addendum, the terms and conditions of this Addendum shall
control. The DSA and this Addendum shall collectively be referred to as the
"Agreement". The parties acknowledge that the terms and conditions set forth in
this Agreement will apply to Customer and any of Customer's Subsidiaries and
Affiliates as described herein and the term "Customer" shall be deemed to
include Customers Subsidiaries and Affiliates for all intents and purposes.
Provided, however, Customer shall cause Customers Subsidiaries and Affiliates to
pay all charges under the terms of this Agreement; provided, however, in the
event Customer's Subsidiaries and Affiliates fail to pay such charges, Customer
agrees to be liable for such charges. For purposes of this Agreement,
"Customer's Subsidiaries and Affiliates" shall include those corporations,
associations, limited liability companies, partnerships, limited liability
partnerships, business trusts or other business entities, whether now existing
or hereafter acquired or formed, and of which the entity in question at the time
in question owns or controls ten percent (10%) of more of the outstanding equity
securities or other beneficial ownership interests either directly or through an
unbroken chain of entities as to each of which ten percent (10%) or more of the
outstanding equity securities or other beneficial ownership interests are owned
directly or indirectly by its parent.
1. TERM. This Agreement shall commence as of January 1, 2000, and shall
continue through and include December 31, 2004 (the "Term"). Further, upon
the expiration of the Term, the terms and conditions of this Agreement
shall remain in full force and effect subject to termination by either
party upon not less than six (6) months' prior written notice to the other
party which notice may be given prior to the end of the Term.
2. [***]
3. USE OF SERVICES.
(A) In consideration of the terms and conditions of this Agreement
including the Special Rates described in Section 2 above, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Customer represents and warrants that the Services purchased
under this Agreement [***]
(B) In the event Customer is in breach of Subsection 3(A) above, MCI
WorldCom shall notify Customer of such breach in writing. Customer shall
have ten (10) days (the "Investigation Period") in which to investigate
such claim and provide MCI WorldCom with its assessment of such claim. If
during the Investigation Period, Customer
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determines that it is in breach of Subsection 3(A), Customer shall have an
additional ten (10) day period (the "Remedy Period") in which to remedy
such breach and pay MCI WorldCom [***]. If such breach is remedied in
accordance with the foregoing, Customer shall have no further liability for
such breach. In the event Customer determines that it is not in breach of
Subsection 3(A) or fails to remedy the breach to MCI WorldCom's sole
satisfaction by the end of the Remedy Period, the parties agree to follow
the arbitration procedures set forth in the Settlement Agreement described
in Section 8 below. Notwithstanding anything to the contrary contained in
the Settlement Agreement, if Customer is deemed by the Arbitrator to have
breached Subsection 3(A), MCI WorldCom's sole remedy shall be for the
Arbitrator to award MCI WorldCom an amount equal to[***]
4. RATES FOR NEW SERVICE. Notwithstanding anything to the contrary contained
in the Agreement, during Service Term only, Customer shall have the eight
to purchase new Services [***]
5. [***]
6. ASSIGNMENT. Notwithstanding anything to the contrary contained in this
Agreement [***]
7. OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the Agreement will remain in full force
and effect throughout the Term and any extensions thereof.
8. SETTLEMENT AGREEMENT. The parties acknowledge the existence of that
certain Settlement Agreement dated , 2000, a copy of which is
attached hereto and incorporated herein by reference. All capitalized
terms not defined herein shall have meanings ascribed to them in the
Settlement Agreement
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IN WITNESS WHEREOF, the parties have entered into this Addendum A as of the
Effective Date.
MCI WORLDCOM NETWORK PTEK HOLDINGS, INC.
SERVICES, INC.
/s/ Thomas F. O'Neil III /s/ Patrick G. Jones
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(Signature) (Signature)
Thomas F. O'Neil III Patrick G. Jones
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(Print Name) (Print Name)
Chief Legal Counsel Executive Vice President
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(Title) (Title)
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