<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
AMENDMENT NO. 1 TO
FORM 10-KSB
Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission File Number: 0-24098
USTEL, INC.
(Name of Small Business Issuer in its Charter)
Minnesota 95-4362330
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2775 South Rainbow Blvd., #102, Las Vegas, Nevada 89102 89102
(Address of Principal Executive Offices) (Zip Code)
(702) 247-7400
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value per share
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for past 90 days.
Yes X No
---- ----
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State issuer's revenue for its most recent fiscal year: $16,127,575.
As of March 27, 1996, the aggregate market value of the voting stock
held by non-affiliates of the issuer, computed by reference to the closing
sales price at which stock is quoted as of such date as reported by Nasdaq was
$3,951,000. Shares of Common Stock held by each officer and director and by
each person who owns 10% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily conclusive and does not
constitute an admission of affiliate status.
As of March 27, 1996, there were 1,792,000 shares of issuer's Common Stock
outstanding.
<PAGE> 2
PART IV
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibits
-------------- --------
<S> <C>
(a) The following exhibits to this Registration Statement are filed herewith:
1.3 Warrant Agreement with underwriter, Norcross Securities, Inc.(1)
3.1 Articles of Incorporation(1)
3.1-a Statement of Designations, Preferences and Rights of Series A Convertible Preferred Stock(2)
3.1-b Statement of Designation and Preferences and Rights, Series B Preferred Stock (included in Exhibit
10.25 below)
3.2 Bylaws(l)
4.1 Form of Certificate evidencing shares of Common Stock(1)
4.2 Form of 12% Convertible Subordinated Debenture(1)
10.1 Federal Communications Commission Order, Authorization and Certificate dated October 20, 1992(1)
10.2 Certificate of Public Convenience and Necessity to Resell Intrastate Telecommunications Services in the
State of California(1)
10.3 Carrier Switched Services Agreement between the Company and Wiltel, Inc. dated March 10, 1993(1)
10.3.1 Collocate Agreement with WilTel, Inc., January 9, 1995(3)
10.4 Agreement between the Company and Cyberlink dated December 30, 1993(1)
10.5 Lease Agreement between the Company and CaliforniaMart, dated June 11, 1993(1)
10.7 Smart Card License Agreement between the Company and Communications Product Development Inc.(1)
10.8 Phone Service Card Agreement between the Company and Globalcom 2000 dated August 26, 1993(1)
10.9 Phone Service Card Agreement between the Company and Starcom, Inc. dated June 28, 1993(1)
10.10 Agreement between the Company and the Los Angeles County Metropolitan Transportation Authority(1)
10.11 Agreement between the Company and the Collegiate Stores Cooperative(1)
10.12 Lease between the Company and U.S. Century Group/Homestead Group Associates(1)
10.12-a,b,c (a) Leases for 3400 square feet in Las Vegas, Rainbow Interim Partners, June 19, 1995; (b) NY Lease
Forty-Seventh-Fifth Company, July 1994; (c) PacTel Meridian Systems, Equipment Agreement,
April 15, 1994(3)
10.13 First Amended and Restated Purchase Contract Receipt for Deposit and Escrow Instructions between the
Company and 2721 Street Associates Inc. dated December 9, 1993(1)
10.14 Installment Collateral Note and Promissory Note between the Company and the Israel Discount Bank,
Ltd.(1)
10.15 $100,000 Promissory Note between Homestead Group Associates and Noam Schwartz dated December 20, 1992(1)
10.16 $43,948.09 Promissory Note between U.S. Century Group and Noam Schwartz dated March 31, 1993(1)
10.17 $376,159.48 Promissory Note between U-S. Century Group and Noam Schwartz(3)
29
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
dated December 31, 1992(l)
10.18 Employment Agreement between the Company and Noam Schwartz dated February 1, 1994(1)
10.19 Employment Agreement between the Company and Barry Epling dated December 1, 1993(1)
10.20 1993 Stock Option Plan(1)
10.21 Form of 1993 Option Agreement(1)
10.22 Stock Option Agreement between Noam Schwartz and Barry Epling dated
December 1, 1993(1)
10.23 Stock Option Agreement between David Schwartz and Barry Epling dated
December 1, 1993(1)
10.24 Employment Agreement with Abe Sher, January 4, 1996(3)
10.25 Consulting Agreement, Integrated Financial Consultants, November 10, 1995, and
Supplement and Cancellation of Indebtedness, January 10, 1996(3)
10.26 Coast Business Credit Agreement, December 21, 1995(3)
10.27 $1.5 Million Secured Credit Agreement, September 9, 1995(3)
10.28 Consortium 2000 Agreement, August 5, 1994(3)
10.29 Subscription Documents, 160 Units, January 15, 1996, Form of(3)
10.30 Registered Consulting Group Agreement, June 20, 1994(3)
10.31 Cruttenden Engagement Agreement, October 27, 1995(3)
10.32 Bank Leumi Line of Credit Agreement dated June 28, 1995(3)
10.33 Robert L. Diener Consulting Agreements dated November 1, 1995, August 15, 1995(3)
10.34 Service Agreement with Cardservice International, December 21, 1993(3)
10.35 Interconnect Agreement, Euronet International, December 17, 1994(3)
10.36 Marketing Agreement, Gardena Communications, Inc., January 28, 1994(3)
10.37 Service Agreement, Digital Communications of America, Inc., October 14, 1992(3)
10.38 Carrier Transport and Switched Services Agreement, December 15, 1993,
10.39 Telecommunication Services Agreement, WilTel, Inc., July 25, 1994, Confidential Redacted Version.
</TABLE>
- ----------
(1) Incorporated by reference to the Company's Registration Statement and
Amendments No. 1 through No. 2 on Form SB-2 (Registration No.
33-75210-LA) declared effective June 21, 1994.
(2) Incorporated by reference to the Company's 10-KSB for the year ended
December 1994, commission file 0-24098; same exhibit number
(3) Incorporated by reference to the Company's 10-KSB for the year ended
December 1995, commission file 0-24098; same exhibit number
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed by the Registrant during the
fourth quarter of 1995.
30
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.
UStel, Inc.
Date: August 27, 1996 By /s/ ROBERT L. B. DIENER
---------------------------------
Robert L. B. Diener, President/Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<S> <C> <C>
/s/ ROBERT L. B. DIENER Dated: August 27, 1996 President, Executive Officer,
- ---------------------------------- and Director (Principal Executive
Robert L. B. Diener Officer)
/s/ WOUTER VAN BIENE Dated: August 27, 1996 Executive Vice President, Chief
- ---------------------------------- Financial Officer and Director
Wouter Van Biene
/s/ BARRY K. EPLING Dated: August 27, 1996 Executive Vice President,
- ---------------------------------- Assistant Secretary and Director
Barry K. Epling
Dated: August __, 1996 Director, Chairman
- ----------------------------------
Royce Diener
/s/ JERRY DACKERMAN Dated: August 27, 1996 Executive Vice President,
- ---------------------------------- Sales, Director
Jerry Dackerman
Dated: August __, 1996 Executive Vice President,
- ---------------------------------- Director
Noam Schwartz
Dated: August __, 1996 Director
- ----------------------------------
Andrew J. Grey
</TABLE>
31
<PAGE> 1
INTERSTATE AND INTERNATIONAL
Carrier Transport Switched Services Agreement
THIS AGREEMENT is between SPRINT COMMUNICATIONS COMPANY L.P., a Delaware
limited partnership having an office at 3100 Cumberland Circle, Atlanta, GA
30339 ("Sprint") and the undersigned Carrier ("Customer") executing through an
authorized representative. Sprint and Customer are the "Parties" to this
Agreement.
WHEREAS, Sprint provides long distance communications services; and
WHEREAS, Customer desires to obtain from Sprint, and Sprint desires to provide
Customer, "switched" long distance services in accordance with terms and
conditions herein;
NOW THEREFORE, Sprint and Customer, in consideration of the foregoing premises,
the mutual promises and conditions herein and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are acknowledged
by the Parties, agree as follows:
Article 1: Confidentiality. During the Term, the Parties may disclose to each
other certain "Proprietary" and/or "Confidential" Information. Further,
Carrier Transport Services provided to Customer by Sprint require Customer
Specified Information that is contained herein in Attachment A, B, and C. The
Parties desire to assure the confidential and proprietary status of the
information which may be disclosed to each other and contained herein, and
therefore for themselves, their subsidiaries and their affiliates, agree as
follows:
1.1 All information disclosed shall be deemed to be confidential and
proprietary (hereinafter "Proprietary Information") provided that written
information is clearly marked in a conspicuous place as proprietary, and verbal
information is immediately confirmed in writing as proprietary.
1.2 Each Party agrees to use the Proprietary Information received from the
other Party only for the purpose of this Agreement. No other rights, and
particularly licenses, to trademarks, inventions, copyrights, or patents are
implied or granted under this Agreement.
1.3 Proprietary information supplied shall not be reproduced in any form
except as required to accomplish the intent of this Agreement.
1.4 The receiving Party shall provide at a minimum the same care to avoid
disclosure or unauthorized use of the Proprietary Information as it provides to
protect its own proprietary information. It is agreed that all Proprietary
Information shall be retained by the receiving Party in a secure place with
access limited to only such of the receiving Party's employees or agents who
need to know such information for purposes of this Agreement.
1.5 All proprietary Information, unless otherwise specified in writing shall
remain the property of the disclosing Party, shall be used by the receiving
Party only for the purpose intended, and such Proprietary Information,
including all copies thereof, shall be returned to the disclosing Party or
destroyed after the receiving Party's need for it has expired or upon request
of the disclosing Party, and, in any event, upon termination of this Agreement.
1.6 It is understood that the term "Proprietary Information" does not include
information which:
a. has been or may in the future be published or is now or may in the
future be otherwise in the public domain through no fault of the
Parties;
b. before disclosure is properly within legitimate possession of the
receiving Party without obligation of confidentiality;
c. subsequent to disclosure is lawfully received from a third party
having rights therein without restriction of the third party's right
to disseminate the information and without notice of any restriction
against its further disclosure;
d. is independently developed without breach of any obligation of
confidentiality through parties who have not had direct or indirect
access to or knowledge of such Proprietary Information;
e. is disclosed with written approval of the other Party;
f. is transmitted to the receiving Party after the disclosing Party has
received written notice from the receiving Party that it does not
desire to receive further Proprietary Information; or
g. is obligated to be produced under order of a court of competent
jurisdiction.
1.7 Each Party agrees not to reveal this relationship with the other Party to
any third parties except as contemplated by the Agreement.
1.8 Damages, being difficult to ascertain in the event of violation of this
Agreement, the Parties agree that, without limiting any other rights and
remedies of each other, upon breach hereof, an injunction may be obtained by a
party against disclosure to protect rights hereunder. Each Party also agrees
to indemnify and hold the other Party harmless from any and all direct
foreseeable loss which may result from breach of this Article.
1.9 The restrictions and obligations imposed by this Article shall continue in
full force and effect for a period of three (3) years from date of disclosure
by both Parties. The restrictions and obligations of this Article may be
terminated at any time during the period of the Agreement by mutual agreement
by the Parties upon sixty (60) days written notice to the other Party; provided
that early termination shall not relieve the recipient Party of its obligations
under this Article with respect to Proprietary Information exchanged prior to
the effective date of termination.
Article 2: Definitions. As used in this Agreement, the terms below are
defined as follows, such definitions being cumulative of those elsewhere in
this Agreement.
2.1 "CARRIER TRANSPORT SERVICES" means those Switched Services purchased under
this Agreement and invoiced through the Carrier Transport invoicing system.
- ----------------
Copyright Sprint Communications Company, L.P., 1993
SPRINT PROPRIETARY INFORMATION - RESTRICTED
1 TU893 1
<PAGE> 2
2.2 "TARIFF(S)" means collectively those tariffs filed by Sprint with the
Federal Communications Commission for interstate service and/or tariffs filed
with state regulatory commissions for intrastate service. If tariffs are
replaced by standard pricing tables, terms, conditions, the replacement is to
correspond to the replaced effective tariffs.
2.3 "CUSTOMER" means the undersigned Carrier and does not include any
subscriber, customer, or end user of the undersigned to whom it provides
services. Customer includes Customer's majority-owned subsidiaries listed in
this Agreement, for whom Customer assumes payment responsibility and reside in
Customer's Carrier Transport billing hierarchy, but does not include any other
reselling entity that Customer may have an arrangement with to increase/decrease
Customer's service volumes hereunder. Customer is responsible for payment of
charges under this Agreement. Customer must execute this Agreement by an
authorized representative and then submit the originals for execution to Sprint.
Article 3: Term. The effective date of this Agreement will be the first day of
the next month following the date on which Sprint's Vice President of Carrier
Services executes this Agreement, provided both Parties have executed by the
fifteenth of the month in which it is received. If executed after the fifteenth
of the month in which it is received, the effective date will be the first day
of the second month following execution. Switched Services are invoiced on the
previous month's traffic. Upon execution, this Agreement shall supersede and
replace other prior telecommunications service agreements between the Parties
that cover the Services provided hereunder, with Customer electing receive the
identified Services under this Agreement. The Term of this Agreement is stated
on Attachment A.
Article 4: Provision of Services.
4.1 Except as expressly provided to the contrary herein, the relationship and
obligations of the Parties shall be subject to and in all respects governed by
Interstate Tariff(s) in effect and covering Services invoiced to Customer
hereunder. In the event of any unintentional inconsistency or conflict between
terms of this Agreement and terms of any applicable Tariff(s), terms of the
applicable Tariff(s) shall, in all instances, prevail over and supersede such
inconsistent or conflicting terms of this Agreement. All Intrastate Services of
Customer are subject to Intrastate Tariffs in all respects. Tariff(s) shall be
subject to periodic modification in accordance with applicable federal, state
and local statutes, rules and regulations.
4.2 Sprint shall provide to Customer, and Customer shall accept and pay for,
the Services ordered by Customer from time-to-time during the Term pursuant to
the terms and conditions of this Agreement and applicable tariff or other
agreement. In consideration of Customer's complying with the special terms and
conditions of this Agreement, Customer's Service hereunder will be priced under
this contract.
4.3 All services ordered under this Agreement shall be subject to approval by
Sprint's credit department.
4.4 Switched Services are provided at the discounts or promotional pricing
hereunder and provided for resale by Customer to Customer's end users,
customers, or subscribers. Ultra WATS and Ultra 800 services are provided at
the discounts or promotional pricing hereunder, delivered to Customer's network
facilities and/or switched with access to Sprint POPs within the 48 contiguous
states. Sprint services are for resale Sprint grants no other, express or
implied rights, particularly licenses to trademarks, inventions, copyrights, or
patents by providing services.
4.5 Customer is solely responsible for obtaining all licenses, approvals, or
regulatory authorities for its operation as a reseller of services to its
customers. If Customer does not, Sprint may discontinue discounts herein or not
accept additional orders under this Agreement. Customer has sole responsibility
for filing its own tariffs when and where required by law.
4.6 Customer will provide Sprint with a valid tax exemption form to exempt
Customer, under applicable law, from taxes that would otherwise be paid by
Customer. Sprint will invoice Customer for taxes that are not covered by tax
exemption certificates properly filed with Sprint.
4.7 Customer will cooperate in Sprint's billing practices in that Customer will
avoid in all cases practices that may circumvent Sprint's ability to charge for
Sprint Services.
4.8 Customer is solely responsible for billing and collection and all customer
service for those to whom Customer provides services.
4.9 Provision of Services hereunder does not create a partnership, joint
understanding, or joint venture between Sprint and Customer.
4.10 Sprint and Customer mutually agree to cooperate for the purpose of
establishing Customer's account invoicing under the terms of this Agreement.
Article 5: Payment for Services.
5.1 All charges for Services provided hereunder to Customer will be invoiced
monthly by Sprint. All amounts stated on each monthly invoice shall be due and
payable upon receipt. The cost of Services provided hereunder is exclusive of
any applicable sales, use, excise, surcharges (including gross receipts
surcharges), and like taxes which will be separately stated and included on each
monthly invoice. All charges for Services provided, that remain unpaid by
Customer for a period of thirty (30) calendar days or more, shall be subject to
interest from the date of the invoice at a rate of the lesser of 18% per annum
or the maximum rate allowable by applicable law. Thirty days is calculated by
day one commencing on the next day after the date of the invoice. Sprint must
receive payment no later than day 30. In addition to the foregoing, if Customer
does not pay in strict accordance with the payment terms set forth, Customer
shall not receive any Sprint discounts set forth in this Agreement and/or any
applicable Tariff(s) on those Services for which payment shall not have been
made in accordance herewith. In the event Customer shall good faith dispute
Sprint's computation of amounts due and owing by Customer to Sprint hereunder,
Customer shall not be relieved of any obligation to pay such undisputed amounts
on or before the due dates therefor. If Customer disputes amounts, Customer
must submit complete documentation of the disputed amount to the Carrier Service
Center by the due date, along with payment for the undisputed amount that is
due. Each Party shall use its respective best reasonable efforts to resolve any
dispute as expeditiously as possible.
In addition to incurring interest on accounts that have not been paid by the
thirtieth day, Customer will be charged a Late Account Service Charge each month
or partial month that Customer's account remains unpaid and in the past due
accounts status.
5.2 Payment Security. Upon request by Sprint, Customer agrees to provide
financial statements or other indications of financial circumstances. As may be
determined by Sprint, if the financial circumstances or payment history of
Customer is or becomes unacceptable, Sprint may require a deposit or irrevocable
letter of
SPRINT PROPRIETARY INFORMATION - RESTRICTED
2
<PAGE> 3
16.3 AFC/COC Charges. Sprint Ultra WATS and Ultra 800 Services are charged a
fixed Monthly Recurring Charge stated on Attachment C per Ultra WATS and Ultra
800 port (circuit connection; 24 ports per T-1 or DS-1) utilized by Customer.
These charges per port are named "ACF/COC" charges.
16.4 Directory Assistance Promotional Rates. (a) Interstate Ultra WATS
Directory Assistance. Sprint Interstate Ultra WATS Directory Assistance Service
under this Agreement must have a domestic origination over Customer's Ultra WATS
circuits. This Promotional Rate is applicable to Interstate Ultra WATS Directory
Assistance calls only. Sprint reserves the right to modify this Promotional DA
Rate to reflect changes in directory assistance charges of Local Exchange
Carriers. This Promotional Rate for Interstate Ultra WATS Directory Assistance
originating over Ultra WATS circuits is offered under the general terms and
conditions of "Directory Assistance", F.C.C. Tariff No. 2 or successor tariff.
Any end user credits or Directory Assistance calls granted by Customer are
solely the responsibility of Customer, not Sprint.
(b) International Ultra WATS Directory Assistance. Sprint International
Ultra WATS Directory Assistance under this Agreement must have a domestic
origination over Customer's Ultra WATS
[COPY INCOMPLETE]
IN WITNESS WHEREOF, the Parties have executed this Agreement and made it
effective as stated herein.
SPRINT COMMUNICATIONS By: /s/ UStel
COMPANY L.P. --------------------------------
Customer (Company Name)
By: /s/ Gary Nelson By: /s/ Steven R. Bitter
-------------------------------- --------------------------------
(Signature) (Signature)
Name: Gary Nelson Name: Steven R. Bitter
------------------------------ ------------------------------
(Printed) (Printed)
Title: Vice President Title: National Sales Director
----------------------------- -----------------------------
Business Address: Business Address:
3100 Cumberland Circle 10345 W. Olympic Blvd.
- ------------------------------------ ------------------------------------
Atlanta, Georgia 30339 Century City, CA
- ------------------------------------ ------------------------------------
Date: 11/12/93 Date: 11/12/93
----------------------------- ------------------------------------
SPRINT PROPRIETARY INFORMATION - RESTRICTED
[COPY TO COME]
shall be concluded promptly and in an orderly fashion so as to minimize any
adverse impact upon the Parties.
Article 9: Assignment. Neither this Agreement nor the rights, obligations,
or duties of a Party hereunder may be assigned or delegated to any other Party,
person, or entity. However, Sprint shall and does have the right to assign this
Agreement and all of its rights and duties hereunder to any subsidiary or
affiliated entity without the prior consent of Customer.
Article 10: Excusable Delays. Any event that prevents either Party from
performing its obligations hereunder and that is beyond the
[COPY TO COME]
THE DATE THE CUSTOMER RECEIVES THIS CONTRACT IS _________________, 19____. If
the Parties have not executed this Agreement within thirty days after receipt,
Sprint may void this Agreement and Customer will be served under Sprint FCC
Tariffs.
Article 18: Attachments. Attached to this Agreement and made a part hereof
by incorporation are Attachments A, B, and C. Any written explanations, terms,
conditions, or legends typed, printed, or otherwise included on the Attachments
are deemed solely for the convenience of the Parties and ARE NOT BINDING ON
SPRINT COMMUNICATIONS COMPANY L.P. If an Amended Attachment is executed by the
Parties, said Amendment Attachment is incorporated herein and all terms and
conditions of the Agreement shall remain unchanged and in full force and effect.
In the event of a conflict between a written explanation, phrase, or words on
Attachments A, B, or C and this Agreement, Articles 1 through 19 written by the
Sprint Law Department, this Agreement shall be interpreted to take precedence
over written words on Attachments A, B, and C.
If to Sprint: If to [COPY ILLEGIBLE]:
- ------------ ----------------------
Sprint Communications Sprint Communications
3100 Cumberland Circle 8140 Ward Parkway
Atlanta, GA 30339 Kansas City, MO 64114
ATTN: V.P. Carrier Sales ATTN: Law Dept.
If To Customer: Customer will designate in Article 17
- -------------- the Notice Address for Customer.
Article 12: Jurisdiction. Sprint rates Ultra WATS interstate and intrastate
traffic according to the originating point (NPX/NXX) on the Sprint Network and
the terminating point (NPA/NXX) of the end
SPRINT PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 4
office wire center. Sprint rates Ultra 800 interstate and intrastate traffic
according to the terminating point (NPA/NXX) on the Sprint Network and the
originating point (NPA/NXX) of the end office wire center.
Article 13: Advertising or Information Release.
13.1 Each Party agrees that, without the other Party's written consent, it
will not use the name, service marks or trademarks for the other Party or of any
of its affiliated companies in any advertising, publicity releases or sales
presentations nor reveal the existence of this Agreement. Either Party may make
any disclosure required by any governmental laws or regulations, provided that
the disclosing Party gives the other Party a reasonable opportunity to defend
against such disclosure. Customer shall not take any actions which will in any
manner compromise Sprint's registered trademarks and/or service marks.
13.2 Customer agrees that this Agreement, its terms, conditions, or
discounts, or information concerning this Agreement, its terms, conditions, or
discounts will not be released to any third party at any time, except as
provided herein.
Article 14: Contents of Attachments.
Attachment A
- ------------
Term
Monthly Volume of Services
Minimum Monthly Usage Commitment
Primary Carrier Status
Attachment B
- ------------
Explanation of Billing Increments
Time of Day Table
Minimum Average Time Requirement
Busy Call Allowance
Traffic Pattern Mix
Attachment C Tables Applicable Services
- ------------------- -------------------
Interstate Switched Termination Ultra WATS
Interstate Switched 800 Origination Ultra 800
Interstate Base Transport Ultra WATS, Ultra 800
Interstate Directory Assistance Ultra WATS
International Directory Assistance Ultra WATS
Canadian Usage Ultra WATS, Ultra 800
Mexico Domestic Ultra WATS
Mexico International Ultra WATS
Other International Usage Ultra WATS, Ultra 800
Discount Level (1)
Discount Level (2)
Fixed Charges
Article 15: Pricing Terms of Switched Services.
15.1 Notwithstanding any provision hereof or any applicable Tariff(s) to the
contrary, the Interstate and International Services ordered under this Agreement
shall not be subject to discounts or special pricing set forth in any Tariff(s)
offered by Sprint or set forth in any other Sprint agreement. Discounts upon
discounts are not permitted, except as may be specifically set forth in this
Agreement. Customer is ineligible to become a subscriber to any tariffed
discounting Plans (including Network WATS, Network WATS Term, Ultra 800 Customer
Specific Term Plan, Location Specific 800 Term). Customer does not earn
application of Discounts hereunder unless all Customer's accounts are current.
Customer's 800 Numbers are not eligible for any Toll-Free 800 Directory Listing
at Sprint's expense.
15.2 Intrastate. This Agreement is for Interstate and International Services
only. Any of Customer's Services that are Intrastate Services are purchased
pursuant to applicable Intrastate Tariffs. If Customer wishes to receive
Intrastate Network WATS discounting, Customer must subscribe to Network WATS
discounting Plans. No tariffed discounts applicable to Intrastate Services will
be made available to Interstate or International Services.
15.3 Minimum Monthly Usage Commitments. To be eligible for the Promotional
Pricing under this Agreement, Customer agrees to the Minimum Monthly Usage
Commitment(s) stated on Attachment A. Calculating whether Customer has achieved
the required Minimum Monthly Usage Commitment is determined by Customer's net
usage monthly invoiced amount due Sprint from Customer for Services under a
single level/billing hierarchy under this Agreement (net amount after
application of all applicable tariff and contract discounts or special pricing).
If in any month Customer's invoiced net usage amount is less than Customer's
Usage Commitment, a "Commitment Deficiency" will be applied to Customer's
monthly (current) invoice. Commitment Deficiency is defined as the difference
between the Usage Commitment and Customer's net usage monthly invoiced amount as
stated in this paragraph. Sprint does not commit to any extension of unsecured
credit to Customer for any Minimum Usage Commitment and, if Customer's financial
condition or payment history becomes unacceptable, may require a deposit or
Irrevocable Standby Letter of Credit (at Sprint's option) to secure Customer's
Commitment payment.
15.4 Per Minute Charges. The per minute charges under this Agreement will
utilize the time of day segments (hours in designated rating period) stated in
the Time of Day Table in Attachment B. Per minute charges are billed in
accordance with the billing increments stated in Attachment B.
Customer's Services are invoiced according to the per minute charges stated on
the applicable Attachment C Table(s). (See Article 14). For Interstate Services,
Sprint reserves the right to modify the Interstate Switched Termination and
Interstate switched 800 Origination Tables either by increases or decreases to
reflect changes in access charges of Local Exchange Carriers. For Customer's
International Services, after a 60 day written notice to Customer, Sprint
reserves the right to modify an International Table to reflect changes in
international net settlement and/or U.S. foreign currency exchange rates
affecting the Table's per minute charges.
15.5 Specified Traffic Pattern. For all traffic that is priced under this
Agreement, Customer must maintain its traffic patterns so that the designated
percent of Customer's traffic stated in Attachment B originates from and/or
terminates to Bell (formerly AT&T) LEC Service Territories (Bell NPA-NXXs). If
less traffic than the Attachment B - stated percentage originates from and/or
terminates to Bell Service Territories, then Sprint reserves the right to apply
a per minute surcharge (at the hierarchy level four) stated on Attachment B
(originating and/or terminating minute) to traffic in excess of the stated
percentage originating from and/or terminating to non Bell Service Territories
because of Sprint's higher costs incurred to serve non Bell Service Territories.
15.6 MATR. Pricing under this Agreement for Ultra WATS and Ultra 800 requires
that Customer's monthly average call duration equal or exceed the Minimum
Average Time Requirement, or MATR stated in minutes on Attachment B. If the MATR
minimum is not met, Customer will be surcharged per minute (at the hierarchy
level four) for the total number of deficient minutes less than the required
minimum. For example, Total number of Specified International calls
SPRINT PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 5
times a three minute MATR, less the Total International actual minutes billed
equals the number of deficient minutes for the month. Multiplying the
deficient minutes times (for example) a $0.25 surcharge equals the monthly MATR
surcharge.
15.7 Special Access Facilities. The Percentage Discounts or Promotional
Pricing for Ultra WATS and Ultra 800 are only available when Customer has
ordered its own access facilities, with dedicated access facilities for Ultra
WATS and Ultra 800 circuits terminated directly in Sprint POPs or at the
Serving Wire Center, as applicable, at Customer's expense. When Customer
orders its own access facilities, Customer is required to comply with Sprint
terms and procedures for interfacing with Sprint's Network. These terms and
procedures are available to Customer from Customer's Carrier Service
Representative. Any Promotional Access Facilities Charges for the Customer are
stated in Attachment C and remain in effect for the term of the Agreement.
15.8 MPS. Customer must maintain or exceed the minimum net invoiced usage
amount as stated on Attachment A for Fixed Charges, per Ultra WATS port (DS-O
equivalent circuit) per Customer location ("Minimum Port Surcharge" [MPS]).
"Net Ultra WATS Usage" is the invoiced amount, net after application of
applicable promotional pricing or discounts. The MPS is determined by
multiplying Customer's total number of Ultra WATS active ports (ports connected
to Sprint switching) by the minimum net Ultra WATS Usage per active port.
Customer will be surcharged for the difference, if any, between Customer's
actual total monthly net Ultra WATS Usage and the required minimum.
15.9 800 Call Attempts. For Ultra 800 traffic under this Agreement, Customer
must maintain the Ultra 800 incomplete call ratio (number of incomplete calls
divided by total completed calls) stated on Attachment B (Busy Call
Allowance). Incomplete calls include calls that are not completed because of a
busy signal, no answer, NPA blocking, Customer's network blockage, hang-up
before completion, or other cause. If Customer's incomplete call ratio exceeds
the permitted Attachment B ratio (percentage), Sprint reserves the right to
charge for the incomplete calls (800 Attempts) on a per call basis that exceed
the permissible ratio, as stated on Attachment B (Busy Call Surcharge).
15.10 Customer's Monthly Volume of Service. "Customer's Monthly Volume of
Services" is Customer's net invoiced amount, prior to the application of
"Discount Level (2)" (see paragraph 15.11 below) discounts, for (a) Carrier
Transport Services' recurring usage charges (interstate, international and
intrastate); and (b) Directory Assistance. Customer's Monthly Volume of
Services does not include, without limitation, all non Carrier Transport usage
charges, Clearline Services, Private Line services, access or facilities
charges or other charges associated with access (dedicated and non-dedicated)
to Service, fixed charges (non usage related charges), and non-recurring
charges such as installation charges, taxes, surcharges, transfer fees, or
interest. Customer's Monthly Volume of Services is calculated at Level One of
Customer's Carrier Transport billing hierarchy. As an introductory transition
to this Agreement, Sprint may designate on Attachment A a Monthly Volume of
Service Level to be utilized in invoicing Customer for a specified number of
contract months when Customer's actual Monthly Volume Level is less than the
"designated" Monthly Volume of Service level.
15.11 Discounting. Provided contract terms and conditions are complied with,
Customer may qualify for discounts from the Per Minute Charges stated in the
Tables, except the Interstate Switched Termination and Interstate Switched 800
Origination elements. Under the terms and conditions of this Agreement,
Customer may qualify for discounts defined as:
"Discount Level (1)": Discount Level (1) discounting is based on Customer's
total "Base Usage" for a particular element within a product (before application
of applicable Discount 1 discounts) at the billing hierarchy level 4, applied
to that usage element at the service location (level 5). For Example, Canadian
Ultra WATS usage at a level 5 receives a discount; the discount level is
determined by the total Canadian Ultra WATS usage at the hierarchy level 4.
"Discount Level (2)": Discount Level (2) discounting is based on Customer's
Monthly Volume of Services (paragraph 15.10), applied to a particular usage
element within a product (after application of applicable Discount 1 discounts)
at the service location (level 5). For example, interstate Ultra WATS usage at
a level 5 receives a discount; the discount level is determined by the
Customer's Monthly Volume of Services at the billing hierarchy level 1.
Discount Tables are found in Attachment C.
15.12 Early Termination or Suspension. Customer may elect to terminate this
Agreement upon giving three months prior written notice. If Customer
terminates early under this paragraph (prior to the expiration of the contract
Term), Customer must pay in one lump sum an Early Termination Charge equal to
fifty percent of the sum of the Minimum Monthly Usage Commitment multiplied
times three months. The lump sum is due one month after Customer's notice is
given. Sprint will disconnect Customer on the first business day of the fourth
month after Customer's notice.
15.13 Primary Carrier Requirement. Under the terms and conditions of this
Agreement, Services provided by Sprint will be either as (1) Primary Carrier or
(2) non Primary Carrier, as designated by Service Type/usage element in
Attachment A. If the Transport Service provided is under Primary Carrier
status, then Transport pricing hereunder is expressly conditioned upon Customer
maintaining compliance with the Primary Carrier Requirements stated in this
paragraph. Customer's traffic requirements must be provided by Sprint as
Customer's Primary Carrier and Customer must designate Sprint as the first
routing choice and the primary overflow carrier. Customer is required to
maintain facilities (access) sufficient to send over 99 percent of Customer's
Primary Carrier Requirement traffic to Sprint, with no more than two percent
blockage during Customer's peak busy hour of the average business day.
Customer may select a back-up carrier to use as a temporary alternative carrier
if Sprint has a Network outage affecting Customer. For Interstate 800 Service
Management System (SMS) Database for 100 percent of Customer's traffic not
originated directly by Customer. It is the intention of the Parties that
Customer comply with the requirements of this paragraph in total or full Good
Faith. Sprint has the right at any time to request of Customer validation or
verification information for compliance with this condition. If during the
Term of this Agreement, Customer fails to maintain compliance with these
requirements, all Customer's Primary Carrier traffic for the entire Term hereof
will be billed at Customer's Transport Base Rates.
ARTICLE 16: Service Descriptions.
16.1 Ultra WATS. Sprint Ultra WATS under this Agreement is for Customer
outbound (switched) traffic over dedicated access (DS-1 or T-1) circuits,
having Interstate or International termination.
16.2 Ultra 800. Sprint Ultra 800 under this Agreement is for Customer
inbound (switched) traffic over dedicated access (DS-1 or T-1) circuits,
having Interstate or International origination and Interstate Termination.
SPRINT PROPRIETARY INFORMATION -- RESTRICTED
5
<PAGE> 6
International origination Ultra 800 is subject to availability. Sprint
reserves the right, after 30 days notice, to disconnect any Ultra 800 number
which does not generate at least sixty minutes of traffic in any consecutive
three month period, because of the limited quantities of Ultra 800 numbers in
some countries. Also, 800 traffic with International Origination under this
Agreement is to be terminated directly in the domestic continental states. If
reorigination occurs, the 800 traffic is subject to foreign PTT interruption and
is beyond Sprint's control. International origination Ultra 800 incurs a
tariffed charge per 800 number plus usage charges that are special priced under
this Agreement. Further, all tariff terms and conditions of Sprint's
International Toll-free (US Inbound) Service apply to Customer's traffic
subject to this paragraph Special Pricing, except no tariff or other agreement
discounts or promotional pricing are applicable to the International
Origination Ultra 800 hereunder.
16.3 ACF/COC Charges. Sprint Ultra WATS and Ultra 800 Services are charged
a fixed Monthly Recurring Charge stated on Attachment C per Ultra WATS and
Ultra 800 port (circuit connection; 24 ports per T-1 or DS-1) utilized by
Customer. These charges per port are named "ACF/COC" charges.
16.4 Directory Assistance Promotional Rates. (a) Interstate Ultra WATS
Directory Assistance. Sprint Interstate Ultra WATS Directory Assistance
Service under this Agreement must have a domestic origination over Customer's
Ultra WATS circuits. This Promotional Rate is applicable to Interstate Ultra
WATS Directory Assistance calls only. Sprint reserves the right to modify this
Promotional DA Rate to reflect changes in directory assistance charges of Local
Exchange Carriers. This Promotional Rate for Interstate Ultra WATS Directory
Assistance originating over Ultra WATS circuits is offered under the general
terms and conditions of "Directory Assistance", F.C.C. Tariff No. 2 or
successor tariff. Any end user credits or Directory Assistance calls granted
by Customer are solely the responsibility of Customer, not Sprint.
(b) International Ultra WATS Directory Assistance. Sprint
International Ultra WATS Directory Assistance under this Agreement ????? have a
domestic origination over Customer's Ultra WATS circuits and request numbers
located in the international countries listed in Sprint F.C.C. Tariff No. 1,
Section 2.1. Available International DA may be obtained by calling a Sprint
Operator who will request the number from the country's International
Operator. Sprint reserves the right to modify the Promotional DA Rate to
reflect changes in directory assistance charges of the International country.
The International DA is offered under the general terms and conditions of
"Directory Assistance" in F.C.C. Tariff No. 1. Any end user credits or
Directory Assistance calls granted by Customer are solely the responsibility of
Customer, not Sprint.
Article 17: Customer Certification. Customer hereby directs, until changed by
Customer in writing, that Sprint send notices to:
- -------------------------------------------------------------,
ATTN:
----------------------------------------------------.
THE DATE THE CUSTOMER RECEIVES THIS CONTRACT IS _____________________, 19____.
If the Parties have not executed this Agreement within thirty days after
receipt, Sprint may void this Agreement and Customer will be served under
Sprint FCC Tariffs.
Article 18: Attachments. Attached to this Agreement and made a part hereof by
incorporation are Attachments A, B, and C. Any written explanations, terms,
conditions, or legends typed, printed, or otherwise included on the Attachments
are deemed solely for the convenience of the Parties and ARE NOT BINDING ON
SPRINT COMMUNICATIONS COMPANY L.P. If an Amended Attachment is executed by the
Parties, said Amendment Attachment is incorporated herein and all terms and
conditions of the Agreement shall remain unchanged and in full force and
effect. In the event of a conflict between a written explanation, phrase, or
words on Attachments A, B, or C and this Agreement, Articles 1 through 19
written by the Sprint Law Department, this Agreement shall be interpreted to
take precedence over written words on Attachments A, B, and C.
IN WITNESS WHEREOF, the Parties have executed this Agreement and made
it effective as stated herein.
UStel
SPRINT COMMUNICATIONS -------------------------------------
COMPANY L.P. Customer (Company Name)
By: /s/ GARY NELSON By: /s/ STEVEN R. BITTER
-------------------------------- ----------------------------------
(Signature) (Signature)
Name: Gary Nelson Name: STEVEN R. BITTER
------------------------------ --------------------------------
(Printed) (Printed)
Title: Vice President Title: National Sales Director
----------------------------- -------------------------------
Business Address: Business Address:
3100 Cumberland Circle 10345 W. OLYMPIC BLVD.
- ----------------------------------- -------------------------------------
Atlanta, Georgia 30339 Century City, CA
- ----------------------------------- -------------------------------------
Date: 11/12/93 Date: 11-1-93
------------------------------ --------------------------------
SPRINT PROPRIETARY INFORMATION - RESTRICTED
6
<PAGE> 7
Attachment A
ARTICLE 3: TERM
24 Months in Contract Term
PARAGRAPH 15.11: DISCOUNT 2
5% - 2 yr. term contract
PARAGRAPH 15.10: CUSTOMER'S MONTHLY VOLUME SERVICES - FORWARD PRICING
$50,000 Monthly Volume of Services for 6 contract months from the
effective date of Term.
PARAGRAPH 15.8: MINIMUM PORT SURCHARGE
N/A
PARAGRAPH 15.3: MONTHLY USAGE COMMITMENT
N/A
PARAGRAPH 15.13: PRIMARY CARRIER REQUIREMENT
N/A
<PAGE> 8
Attachment B
PARAGRAPH 15.4: PER MINUTE CHARGES (Time of Day and Billing Increments)
Time of Day Definitions: See Tariff Definitions.
Billing Increments: All Billing Increments are as detailed in the applicable
Sprint Tariff, unless specifically indicated below:
<TABLE>
<CAPTION>
Initial Additional
Service Type/ Billing Increment Billing Increment
Rate Element (sec) (sec)
<S> <C> <C>
Interstate Ultra 800 18 6
Canada Orig. Ultra 800 30 6
Other Int'l. Ultra 800 30 6
Caribbean Ultra 800 30 6
</TABLE>
PARAGRAPH 15.5: PERCENTAGE OF BELL TRAFFIC REQUIRED
Ultra 800 Traffic: 70% Bell Required $0.02 Non-Bell Surcharge
PARAGRAPH 15.6: MATR
Tariff MATR applies unless otherwise noted below.
PARAGRAPH 15.7
Tariff fixed charges apply unless otherwise noted on Attachment C
PARAGRAPH 15.9: Busy Call Allowance
Each Domestic Ultra 800 type Rate Element will have a 10% Busy Call Allowance.
A $0.04 per call surcharge will be applied to all calls in excess of the Busy
Call Allowance for a given rate element.
Each International and Canadian Originated Ultra 800 type Rate Element will have
a 10% Busy Call Allowance. A $0.25 per call surcharge will be applied to all
calls in excess of the Busy Call Allowance for a given rate element.
PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 9
Attachment C-1
Dedicated Terminating Service (Ultra 800) - Canadian & International
Canadian Originating Ultra 800 Rates(a)
<TABLE>
<CAPTION>
-------------------------------------------
Per minute rate
-------------------------------------------
Peak Off-Peak
-------------------------------------------
<S> <C>
$0.3700 $0.3500
-------------------------------------------
</TABLE>
All other International Originating Toll Free (US Inbound) Rates are defined in
Sprint FCC Tariff No. 2.
INTERNATIONAL ORIGINATING ULTRA 800 VOLUME DISCOUNTS
International Toll Free (US Inbound) usage will be eligible for the ITFS (US
Inbound) volume discount as specified in Sprint FCC Tariff No. 2. The
following SELECT countries will be eligible for the special discounts as shown
by the table below in lieu of the tariffed ITFS (US Inbound) volume discounts;
Antigua, Australia, Bahamas, Barbados, Belgium, Bolivia, Chile, Columbia,
Denmark, El Salvador, Finland, France, Germany, Hong Kong, Indonesia, Ireland,
Japan, Malaysia, Netherlands, New Zealand, Norway, Philippines, Portugal,
Singapore, South Korea, Sweden, Switzerland, Taiwan, Thailand, United Kingdom,
Venezuela, Israel.
<TABLE>
<CAPTION>
-------------------------------------------
Monthly Volume of Percentage
Services Discount
-------------------------------------------
<S> <C>
$0 - $999 0.0%
$1,000 - $2,999 5.0
$3,000 - $4,999 10.0
$5,000 - $49,999 15.0
$50,000 - $149,999 21.8
$150,000 - $224,000 24.4
$225,000 - $274,999 26.1
$275,000 - over 27.8
-------------------------------------------
</TABLE>
(a) Canadian Originating Ultra 800 usage is not eligible for the ITFS (US
Inbound) volume discount.
[SPRINT LOGO] FUGD1PF1
PROPRIETARY INFORMATION FUGRTTW9
RESTRICTED FCIRTW92
<PAGE> 10
Attachment C - 2
Interstate Ultra 800
Interstate Bell Originating
Ultra 800 Base Rates(a)
<TABLE>
<CAPTION>
--------------------------------------
Peak Off-Peak
--------------------------------------
<S> <C>
$0.1076 $0.1023
--------------------------------------
Alaska, Hawaii, Puerto Rico, U.S. Virgin Islands Ultra 800 Base Rate(a):
$0.1380
</TABLE>
- ------------------
(a) Interstate usage originating from Non-Bell exchanges will incur an
additional $0.035 per minute Interstate Switched 800 Originating charge.
[SPRINT LOGO] PROPRIETARY INFORMATION - RESTRICTED E81RTW90
EACSRW91
<PAGE> 1
EXHIBIT 10.39
WILMAX TSA# UST - 940601
TELECOMMUNICATIONS SERVICES AGREEMENT
This Telecommunications Services Agreement (hereinafter referred to as
the "AGREEMENT" or the "TSA") is entered into this 25 day of July, 1994, by and
between WILTEL, INC., a Delaware corporation, with its principal office at One
Williams Center, Tulsa, Oklahoma, 74172 ("WILTEL") and U.S.tel, a Minnesota
corporation, with its principal office at 10345 West Olympic Blvd., L.A., CA
90064 ("CUSTOMER").
WITNESSETH:
WilTel agrees to provide and Customer agrees to accept switched
telecommunications services ("SWITCHED SERVICES") and other associated services
(COLLECTIVELY THE "SERVICES"), (i) as described in the Service Schedules
identified herewith, (ii) subject to the terms and conditions contained in this
Agreement, including without limitation those terms and conditions contained in
the Program Enrollment Terms ("PET") which are attached hereto and incorporated
herein by reference, and (iii) in conformity with each Service Request
(described below) which is accepted hereunder.
In the event of a conflict between the terms of this Agreement, the PET,
the Service Schedule/Pricing Exhibit and the Service Request(s), the following
order of precedence will prevail: (1) PET, (2) Service Schedule/Pricing Exhibit,
(3) the Agreement, and (4) Service Request(s).
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. TERM.
(A) Effective Date. This Agreement shall be effective between the
parties as of the date first written above (THE "EFFECTIVE DATE")
and shall continue for the period of time set forth in the PET (THE
"TERM"). Upon the expiration of the Term, the Service in question will
continue to be provided subject to termination by either party upon
thirty (30) days prior written notice to the other party. Customer
shall be liable for all charges associated with actual usage of the
Service in question during the Term and any extension thereof.
(B) PET. The PET, as subscribed to by the parties, shall set forth the
Discount Schedule applicable to Switched Service charges due under this
Agreement, Customer's Minimum Monthly Commitment, if any, and other
information necessary to provide the Service under this Agreement.
(C) Start of Service. WilTel's obligation to provide and Customer's
obligation to accept and pay for non-usage sensitive charges for Service
shall be binding to the extent provided for in this Agreement upon the
submission of an acceptable Service Request to WilTel by Customer.
Customer's obligation to pay for usage sensitive charges for Switched
Services shall commence with respect to any Service as of the earlier of
(i) the "Requested Service Date" set forth in each Service Request, or
(ii) the date the Service in question is made available to Customer and
used ("START OF SERVICE"). Start of Service for particular Services
shall be further described in the Service Schedule relevant to the
Switched Service in question.
5/1/94 Page 1 of 10 CONFIDENTIAL
<PAGE> 2
(D) Service Schedules. Services to be provided under this Agreement
shall be described in the WilTel Service Schedule which is subscribed to
by authorized representatives of WilTel and Customer (COLLECTIVELY
REFERRED TO AS THE "SERVICE SCHEDULES"). Each Service Schedule shall
become a part of this Agreement to the extent that it describes the
particular Services therefor, specific terms and other information
necessary or appropriate for WilTel to provide such Service(s) to
Customer.
(E) Service Requests. Customer's requests to initiate or cancel
Services shall be described in an appropriate WilTel Service Request
("SERVICE REQUESTS"). Service Requests may consist of machine readable
tapes, facsimiles or other means approved by WilTel. Further, Service
Requests shall specify all reasonable information, as determined by
WilTel, necessary or appropriate for WilTel to provide the Service(s) in
question, which shall include without limitation, the type, quantity and
end point(s) (when necessary) of circuits comprising a Service
Interconnection as described in the applicable Service Schedules, or
automatic number identification ("ANI") information relevant to the
Service(s), the Requested Service Date, and charges, if any, relevant to
the Services described in the Service Request. After WilTel's receipt
and verification of a valid Service Request for SWITCHED Service (as
defined in the Service Schedule) requiring a change in the primary
interexchange carrier ("PIC"), WilTel agrees to (i) submit the ANI(s)
relevant to such Service Requests to the following local exchange
carriers ("LECs") (with which WilTel currently has electronic interface
capabilities) within ten (10) days: Ameritech, Bell Atlantic, BellSouth,
Nynex, Pacific Bell, Southwestern Bell, US West, GTE and United, and
(ii) submit the ANI(s) relevant to such Service Requests to those LECs
with which WilTel does not have electronic interface capabilities within
a reasonable time.
2. CANCELLATION.
(A) Cancellation Charge. At any time after the Effective Date,
Customer may cancel this Agreement if Customer provides written
notification thereof to WilTel not less than thirty (30) days prior to
the effective date of cancellation. In such case (or in the event
WilTel terminates this Agreement as provided in Section 8), Customer
shall pay to WilTel all charges for Service provided through the
effective date of such cancellation plus a cancellation charge (the
"CANCELLATION CHARGE") equal to one hundred percent (100%) of the
Minimum Monthly Commitment, if any, (as described in the PET) that would
have become due for the unexpired portion of the Term.
(B) Liquidated Damages. It is agreed that WilTel's damages in the
event Customer cancels Service shall be difficult or impossible to
ascertain. The provision for a cancellation charge in Subsection 2(A)
above is intended, therefore, to establish liquidated damages in the
event of a cancellation and is not intended as a penalty.
(C) Cancellation Without Charge. Notwithstanding anything to the
contrary contained in Subsection 2(A) above, Customer may cancel this
Agreement without incurring any cancellation charge if (i) WilTel fails
to provide a network as warranted in Section 9 below; (ii) WilTel fails
to deliver call detail records promptly based on the frequency selected
by Customer (i.e., monthly, weekly or daily); or (iii) WilTel fails to
submit ANI(s) relevant to such Service Requests to the LECs within the
time period described in Subsection 1(E) above. Provided, however,
Customer must give WilTel written notice of any such default and an
opportunity to cure such default within five (5) days of the notice. In
the event WilTel fails to cure any such default within the five-day
period on more than three (3) occasions within any six (6) month period,
Customer may cancel this Agreement without incurring any cancellation
charge.
5/1/94 Page 2 of 10 CONFIDENTIAL
<PAGE> 3
3. CUSTOMER'S END USERS.
(A) End Users. Customers will obtain and upon WilTel's request provide
WilTel (within two (2) business days of the date of the request) a
written Letter of Agency ("LOA") acceptable to WilTel [or with any other
means approved by the Federal Communications Commission ("FCC")], for
each ANI indicating the consent of the end users of Customer ("END
USERS") to be served by Customer and transferred (by way of change of
such End User's designated PIC) to the WilTel network prior to order
processing. Each LOA will provided, among other things, that the End
Users have consented to the transfer being performed by Customer or
Customer's designee. When applicable, Customer will be responsible for
notifying End Users, in writing (or by any other means approved by the
FCC) that (i) a transfer charge will be reflected on their LEC bill for
effecting a change in their primary interexchange carrier ("PIC"), (ii)
the entity name under which their interstate, intrastate and/or operator
services will be billed (if different from Customer), and (iii) the
"primary" telephone number(s) to be used for maintenance and questions
concerning their long distance service and/or billing. Customer agrees
to send WilTel a copy of the documentation Customer uses to satisfy the
above requirements promptly upon request of WilTel. WilTel may change
the foregoing requirements for Customer's confirming orders and/or for
notifying End Users regarding the transfer charge at any time in order
to conform with applicable FCC and state regulations. Provided,
however, Customer will be solely responsible for ensuring that the
transfer of End Users to the WilTel network conforms with applicable FCC
and state regulations, including without limitation, the regulations
established by the FCC with respect to verification of orders for long
distance service generated by telemarketing as promulgated in 47 C.F.R.,
Part 64, Subpart K, Section 64.1100 or any successor regulation(s).
(B) Transfer Charges/Disputed Transfers. Customer agrees that it is
responsible for (i) all charges incurred by WilTel to change the PIC of
End Users to the WilTel network, (ii) all charges incurred by WilTel to
change End Users back to their previous PIC arising from disputed
transfers to the WilTel network plus an administrative charge equal to
twenty percent (20%) of such charges, and (iii) any other damages
suffered by or awards against WilTel resulting from disputed transfers.
(C) Excluded ANIs. WilTel has the right to reject any ANI supplied by
Customer for any of the following reasons: (i) WilTel is not authorized
to provide or does not provide long distance services in the particular
jurisdiction in which the ANIs is located, (ii) a particular ANI
submitted by Customer is not in proper form, (iii) Customer is not
certified to provide long distance services in the jurisdiction in which
the ANI is located, (iv) Customer is in default of this Agreement, (v)
Customer fails to cooperate with WilTel in implementing reasonable
verification processes determined by WilTel to be necessary or
appropriate in the conduct of business, or (vi) any other circumstances
reasonably determined by WilTel which could adversely affect WilTel's
performance under this Agreement or WilTel's general ability to transfer
its other customers or other end users to the WilTel network, including
without limitation, WilTel's ability to electronically effect PIC
changes with the LECs. In the event WilTel rejects an ANI, WilTel will
notify Customer as soon as possible of its decision specifically
describing the rejected ANI and the reason(s) for rejecting that ANI,
and will not incur any further liability under this Agreement with
regard to that ANI. Further, any ANI requested by Customer for Switched
Service may be deactivated by WilTel if no Switched Service billings
relevant thereto are generated in any three (3) consecutive calendar
month/billing periods. WilTel will be under no obligation to accept
ANIs within the three (3) full calendar month period preceding the
scheduled expiration of the Term.
5/1/94 Page 3 of 10 CONFIDENTIAL
<PAGE> 4
(D) Records. Customer will maintain documents and records ("RECORDS")
supporting Customer's re-sale of Switched Service, including, but not
limited to, appropriate and valid LOAs from End Users for a period of
not less than 12 months or such other longer period as may be required
by applicable law, rule or regulation. Customer shall indemnify WilTel
for any costs, charges or expenses incurred by WilTel arising from
disputed PIC selections involving Switched Service to be provided to
Customer for which Customer cannot produce an appropriate LOA relevant
to the ANI and PIC charge in question, or when WilTel is not reasonably
satisfied that the validity of a disputed LOA has been resolved.
(E) Customer Service. Customer will be solely responsible for billing
the End Users and providing the End Users with customer service.
Customer agrees to immediately notify WilTel in the event an End User
notifies Customer of problems associated with the Service, including
without limitation, excess noise, echo, or loss of Service.
4. CUSTOMER'S RESPONSIBILITIES.
(A) Expedite Charges. In the event Customer requests expeditious
Service and/or changes to Service Orders and WilTel agrees to such
request, WilTel will pass through the charges assessed by any supplying
parties (e.g., local access providers) involved at the same rate to
Customer. WilTel may further condition its performance of such request
upon Customer's payment of additional charges to WilTel.
(B) Fraudulent Calls. Customer shall indemnify and hold WilTel
harmless from all costs, expenses, claims or actions arising from
fraudulent calls of any nature which may comprise a portion of the
Service to the extent that the party claiming the call(s) in question to
be fraudulent is (or had been at the time of the call) an End User of
the Service through Customer or an end user of the Service through
Customer's distribution channels. Customer shall not be excused from
paying WilTel for Service provided to Customer or any portion thereof on
the basis that fraudulent calls comprised a corresponding portion of the
Service. In the event WilTel discovers fraudulent calls being made (or
reasonably believes fraudulent calls are being made), nothing contained
herein shall prohibit WilTel from taking immediate action (without
notice to Customer) that is reasonably necessary to prevent such
fraudulent calls from taking place, including without limitation,
denying Service to particular ANIs or terminating Service to or from
specific locations.
5. CHARGES AND PAYMENT TERMS.
(A) Payment. WilTel billings for Service are made on a monthly basis
(or such other basis as may be mutually agreed to by the parties)
following Start of Service. Subject to Subsection 5(D) below, Service
shall be billed at the rates set forth on the Pricing Exhibit executed
by the parties and attached hereto and incorporated herewith, and
Service Requests, as the case may be. Discounts, if any, applicable to
the rates for certain Switched Services are set forth in the PET.
Customer will pay each WilTel invoice in full for Switched Service
within thirty (30) days of the invoice date set forth on each WilTel
invoice to Customer ("DUE DATE"). If payment is not received by WilTel
on or before the Due Date, Customer shall also pay a late fee in the
amount of the lesser of one and one-half percent (1-1/2%) of the unpaid
balance of the Service charges per month or the maximum lawful rate
under applicable state law.
(B) Definitions. Time of day rate periods (including WilTel Recognized
National Holidays) will be as described in WilTel's F.C.C. Tariff No. 5.
5/1/94 Page 4 of 10 CONFIDENTIAL
<PAGE> 5
(C) Taxes. Customer acknowledges and understands that WilTel computes
all charges herein exclusive of any applicable federal, state or local
use, excise, gross receipts, sales and privilege taxes, duties, fees or
similar liabilities (other than general income or property taxes),
whether charged to or against WilTel or Customer because of the Service
furnished to Customer ("ADDITIONAL CHARGES"). Customer shall pay such
Additional Charges in addition to all other charges provided herein.
(D) Modification of Charges. WilTel reserves the right to eliminate
Service offerings and/or modify charges for Service offerings (which
charge modifications shall not exceed then-current generally available
WilTel charges for comparable services), upon not less than sixty (60)
days prior notice to Customer, which notice will state the effective
date for the charge modification. In the event WilTel notifies Customer
of the elimination of a Service offering and/or an increase in the
charges, Customer may terminate this Agreement, without incurring a
cancellation charge only with respect to the Service offering affected
by the increase in charges. In order to cancel the offering, Customer
must notify WilTel, in writing, at least thirty (30) days prior to the
effective date of the increase in charges. Further, in the event
Customer cancels its subscription to a Switched Service offering as
described in this Subsection 5(D), WilTel and Customer agree to
negotiate in good faith concerning Customer's Minimum Monthly
Commitment, if any, described in the PET.
(E) Billing Disputes. Notwithstanding the foregoing, late fees shall
apply (but shall not be due and payable for a period of sixty (60) days
following the Due Date therefor) for amounts reasonably disputed by
Customer, provided Customer: (i) pays all undisputed charges on a before
the Due Date, (ii) presents a written statement of any billing
discrepancies to WilTel in reasonable detail on or before the Due Date
of the invoice in question, and (iii) negotiates in good faith with
WilTel for the purpose of resolving such dispute within said sixty (60)
day period. In the event such dispute is resolved in favor of WilTel,
Customer agrees to pay WilTel the disputed amounts together with any
applicable late fees within ten (10) days of the resolution. In the
event such dispute is resolved in favor of Customer, Customer will
receive a credit for the disputed charges in question and the applicable
late fees. In the event the dispute can not be resolved within such
sixty (60) day period (unless WilTel has agreed in writing to extend
such period) all disputed amounts together with late fees shall become
due and payable, and this provision shall not be construed to prevent
Customer from pursuing any available legal remedies. WilTel shall not
be obligated to consider any Customer notice of billing discrepancies
which are received by WilTel more than sixty (60) days following the Due
Date of the invoice in question.
(F) Suspension of Service. In the event charges due pursuant to
WilTel's invoice are not paid in full by the Due Date, WilTel shall have
the right, after giving Customer ten (10) days prior notice, to suspend
all or any portion of the Service to Customer ("SUSPENSION NOTICE")
until such time (designated by WilTel in its Suspension Notice) as
Customer has paid in full all charges then due to WilTel, including any
late fees. Following such payment, WilTel shall reinstitute Service to
Customer only when Customer provides WilTel with satisfactory assurance
of Customer's ability to pay for Service (i.e., a deposit, letter of
credit or other means acceptable to WilTel) and Customer's advance
payment of the cost of reinstituting Service. If Customer fails to make
the required payment by the date set forth in the Suspension Notice,
Customer will be deemed to have canceled the Service suspended effective
as of the date of suspension. Such cancellation shall not relieve
Customer for payment of applicable cancellation charges as described in
Section 2.
6. CREDIT: Customer's execution of this Agreement signifies Customer's
acceptance of WilTel's initial and continuing credit approval procedures and
policies. WilTel reserves the right to withhold
5/1/94 Page 5 of 10 CONFIDENTIAL
<PAGE> 6
initiation or full implementation of Service under this Agreement pending
WilTel's initial satisfactory credit review and approval thereof which may be
conditioned upon terms specified by WilTel, including, but not limited to,
security for payments due hereunder in the form of a cash deposit or other
means. WilTel reserves the right to modify its requirements, if any, with
respect to any security or other assurance provided by Customer for payments due
hereunder in light of Customer's actual usage when compared to projected usage
levels upon which any security or assurance requirement was based.
7. CREDITWORTHINESS: If at any time there is a material adverse change in
Customer's creditworthiness, then in addition to any other remedies available to
WilTel, WilTel may elect, in its sole discretion, to exercise one or more of the
following remedies: (i) cause Start of Service for Service described in a
previously executed Service Request to be withheld; (ii) cease providing Service
pursuant to a Suspension Notice; (iii) decline to accept a Service Request or
other requests from Customer to provide Service which WilTel may otherwise be
obligated to accept and/or (iv) condition its provision of Service or acceptance
of a Service Request on Customer's assurance of payment which shall be a deposit
or such other means to establish reasonable assurance of payment. An adverse
material change in Customer's creditworthiness shall include, but not be limited
to: (i) Customer's default of its obligations to WilTel under this or any other
agreement with WilTel; (ii) failure of Customer to make full payment of charges
due hereunder on or before the Due Date on three (3) or more occasions during
any period of twelve (12) or fewer months or Customer's failure to make such
payment on or before the Due Date in any two (2) consecutive months; (iii)
acquisition of Customer (whether in whole or by majority or controlling
interest) by an entity which is insolvent, which is subject to bankruptcy or
insolvency proceedings, which owes past due amounts to WilTel or any entity
affiliated with WilTel or which is a materially greater credit risk than
Customer; or, (iv) Customer's being subject to or having filed for bankruptcy or
insolvency proceedings or the legal insolvency of Customer.
8. REMEDIES FOR BREACH. In the event Customer is in breach of this
Agreement, including without limitation, failure to pay charges due hereunder by
the date stated in the Suspension Notice described in Subsection 5(F), WilTel
shall have the right, after giving Customer five (5) days prior notice, and in
addition to foreclosing any security interest WilTel may have, to (i) terminate
this Agreement; (ii) withholding billing information from Customer; and/or (iii)
contact the End Users (for whom calls are originated and terminated solely over
facilities comprising the WilTel network) directly and bill such End Users
directly until such time as WilTel has been paid in full for the amount owed by
Customer. If Customer fails to make payment by the date stated in the
Suspension Notice and WilTel, after giving Customer five (5) days prior notice,
terminates this Agreement as provided in this Section 8, such termination shall
not relieve Customer for payment of applicable cancellation charges as described
in Section 2 above.
9. WARRANTY. WilTel will use reasonable efforts under the circumstances to
maintain its overall network quality. The quality of Service provided hereunder
shall be consistent with telecommunications common carrier industry standards,
government regulations and sound business practices. WILTEL MAKES NO OTHER
WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE.
10. Liability; General Indemnity; Reimbursement.
(A) Limited Liability. IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OR
REVENUE, LOSS OF CUSTOMERS OR CLIENTS, LOSS OF GOODWILL OR
5/1/94 Page 6 of 10 CONFIDENTIAL
<PAGE> 7
LOSS OF PROFITS ARISING IN ANY MANNER FROM THIS AGREEMENT AND THE
PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.
(B) General Indemnity. In the event parties other than Customer (e.g.,
Customer's End Users) shall have use of the Service through Customer,
then Customer agrees to forever indemnify and hold WilTel, its
affiliated companies and any third-party provider or operator of
facilities employed in provision of the Service harmless from and
against any and all claims, demands, suits, actions, losses, damages,
assessments or payments which those parties may assert arising our of or
relating to any defect in the Service.
(C) Reimbursement. Customer agrees to reimburse WilTel for all
reasonable costs and expenses incurred by WilTel due to WilTel's direct
participation (either as a party or witness) in any administrative,
regulatory or criminal proceeding concerning Customer if WilTel's
involvement in said proceeding is based solely on WilTel's provision of
Services to Customer.
11. FORCE MAJEURE. If WilTel's performance of this Agreement or any
obligation hereunder is prevented, restricted or interfered with by causes
beyond its reasonable control including, but not limited to, acts of God, fire,
explosion, vandalism, cable cut, storm or other similar occurrence, any law,
order, regulation, direction, action or request of the United States government,
or state or local governments, or of any department, agency, commission, court,
bureau, corporation or other instrumentality of any one or more such
governments, or of any civil or military authority, or by national emergency,
insurrection, riot, war, strike, lockout or work stoppage or other labor
difficulties, or supplier failure, shortage, breach or delay, then WilTel shall
be excused from such performance on a day-to-day basis to the extent of such
restriction or interference. WilTel shall use reasonable efforts under the
circumstances to avoid or remove such causes on nonperformance and shall
proceeds to perform with reasonable dispatch whenever such causes are removed or
cease.
12. STATE CERTIFICATION. Customer warrants that in all jurisdictions in
which it provides long distance services that require certification, it has
obtained the necessary certification from the appropriate governmental
authority. Further, if required by WilTel, Customer agrees to provide proof of
such certification acceptable to Wiltel. In the event Customer is prohibited,
either on a temporary or permanent basis, from conducting its telecommunications
operations in a given state, Customer shall (i) immediately notify WilTel by
facsimile, and (ii) send written notice to WilTel within twenty-four (24) hours
of such prohibition.
13. INTERSTATE/INTRASTATE SERVICE. Except with respect to Switched Service
specifically designated as intrastate Service or international Service, the
rates provided to Customer in a Service Schedule are applicable only to Switched
Service if such Service is used for carrying interstate telecommunications
(i.e., Service subject to FCC jurisdiction). WilTel shall not be obligated to
provide Switched Service with end points within a single state or Switched
Service which originates/terminates at points both of which are situated within
a single state. In those states where WilTel is authorized to provide
intrastate service (i.e., telecommunications transmission services subject to
the jurisdiction of state regulatory authorities), WilTel will, at its option,
provide instrastate Service pursuant to applicable state laws, regulations and
applicable tariff, if any, filed by WilTel with state regulatory authorities as
required by applicable law.
14. AUTHORIZED USE OF WILTEL NAME. Without WilTel's prior written consent,
Customer shall not (i) refer to itself as an authorized representative of WilTel
whenever it refers to the Services in promotional, advertising or other
materials, or (ii) use WilTel's logos, trade marks, service marks, or any
variations thereof in any of its promotional, advertising or other materials.
Additionally, Customer shall provide to WilTel for its prior review and written
approval, all promotions, advertising or other
5/1/94 Page 7 of 10 CONFIDENTIAL
<PAGE> 8
materials or activity using or displaying WilTel's name or the Services to be
provided by WilTel. Customer agrees to change or correct, at Customer's
expense, any such material or activity which WilTel, in its sole judgment,
determines to be inaccurate, misleading or otherwise objectionable. Customer
is explicitly authorized to only use the following statements in its sales
literature: (i) "Customer utilizes the WilTel Network", (ii) "Customer utilizes
WilTel's facilities", (iii) "WilTel provides only the network facilities", and
(iv) "WilTel is our network services provider".
15. NOTICES. Notices under this Agreement shall be in writing and delivered
to the person identified below at the offices of the parties as they appear
below or as otherwise provided for by proper notice hereunder. Customer shall
notify WilTel in writing if Customer's billing address is different than the
address shown below. The effective date for any notice under this Agreement
shall be the date of actual receipt of such notice by the appropriate party,
notwithstanding the date of mailing.
IF TO WILTEL: WilTel, Inc. IF TO CUSTOMER:
One Williams Center, 28th Flr. __________________
Tulsa, OK 74172 __________________
Attn: Carrier Sales Dept. __________________
Attn:
-------------
16. NO-WAIVER. No term or provision of this Agreement shall be deemed waived
and no breach or default shall be deemed excused unless such waiver or consent
shall be in writing and signed by the party claimed to have waived or
consented. A consent to waiver of or excuse for a breach or default by either
party, whether express or implied, shall not constitute a consent to, waiver
of, or excuse for any different or subsequent breach or default.
17. PARTIAL INVALIDITY; GOVERNMENT ACTION.
(A) Partial Invalidity. If any part of any provision of this Agreement
or any other agreement, document or writing given pursuant to or in
connection with this Agreement shall be invalid or unenforceable under
applicable law, rule or regulation, that part shall be ineffective to
the extent of such invalidity only, without in any way affecting the
remaining parts of that provision or the remaining provisions of this
Agreement. In such event, Customer and WilTel will negotiate in good
faith with respect to any such invalid or unenforceable part to the
extent necessary to render such part valid and enforceable.
(B) Government Action. Upon thirty (30) days prior notice, either
party shall have the right, without liability to the other, to cancel an
affected portion of the Service if any material rate or term contained
herein and relevant to the affected Service is substantially changed (to
the detriment of the terminating party) or found to be unlawful or the
relationship between the parties hereunder is found to be unlawful by
order of the highest court of competent jurisdiction to which the matter
is appealed, the FCC, or other local, state or federal government
authority of competent jurisdiction.
18. EXCLUSIVE REMEDIES. Except as otherwise specifically provided for herein,
the remedies set forth in this Agreement comprise the exclusive remedies
available to either party at law or in equity.
19. USE OF SERVICE. Upon WilTel's acceptance of a Service Request hereunder,
WilTel will provide the Service specified therein to Customer upon condition
that the Service shall not be used for any unlawful purpose. The provision of
Service will not create a partnership or joint venture between the parties or
result in a joint communications service offering to any third parties, and
WilTel and Customer agree that this Agreement, to the extent it is subject to
FCC regulation, is an inter-carrier agreement
5/1/94 Page 8 of 10 CONFIDENTIAL
<PAGE> 9
which is not subject to the filing requirements of Section 211(a) of the
Communications Act of 1934 (47 U.S.C. Section 211(a)) as implemented in 47
C.F.R. Section 43.51.
20. CHOICE OF LAW; FORUM.
(A) Law. This Agreement shall be construed under the laws of the State
of Oklahoma without regard to choice of law principles.
(B) Forum. Any legal action or proceeding with respect to this
Agreement may be brought in the Courts of the State of Oklahoma in and
for the County of Tulsa or the United States of America for the Northern
District of Oklahoma. By execution of this Agreement, both Customer and
WilTel hereby submit to such jurisdiction, hereby expressly waiving
whatever rights may correspond to either of them by reason of their
present or future domicile. In furtherance of the foregoing, Customer
and WilTel hereby agree to service by U.S. Mail at the notice addresses
referenced in Section 15. Such service shall be deemed effective upon
the earlier of actual receipt or seven (7) days following the date of
posting.
21. PROPRIETARY INFORMATION.
(A) Confidential Information. The parties understand and agree that
the terms and conditions of this Agreement, all documents referenced
(including invoices to Customer for Service provided hereunder) herein,
communications between the parties regarding this Agreement or the
Service to be provided hereunder (including price quotes to Customer for
any Service proposed to be provided or actually provided hereunder), as
well as such information relevant to any other agreement between the
parties (COLLECTIVELY "CONFIDENTIAL INFORMATION"), are confidential as
between Customer and WilTel.
(B) Limited Disclosure. A party shall not disclose Confidential
Information unless subject to discovery or disclosure pursuant to legal
process, or to any other party other than the directors, officers, and
employees of a party or a party's agents including their respective
brokers, lenders, insurance carriers or bona fide prospective purchasers
who have specifically agreed in writing to nondisclosure of the terms
and conditions hereof. Any disclosure hereof required by legal process
shall only be made after providing the non-disclosing party with notice
thereof in order to permit the non-disclosing party to seek an
appropriate protective order or exemption. Violation by a party or its
agents of the foregoing provisions shall entitle the non-disclosing
party, at its option, to obtain injunctive relief without a showing of
irreparable harm or injury and without bond.
(C) Press Releases. The parties further agree that any press release,
advertisement or publication generated by a party regarding this
Agreement, the Service provided hereunder or in which a party desires to
mention the name of the other party or the other party's parent or
affiliated company(ies), will be submitted to the non-publishing party
for its written approval prior to publication.
(D) Survival of Confidentiality. The provisions of this Section 21
will be effective as of the date of this Agreement and remain in full
force and effect for a period which will be the longer of (i) one (1)
year following the date of this Agreement, or (ii) one (1) year from the
termination of all Service hereunder.
22. SUCCESSORS AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors or
assigns, provided, however, that Customer shall not
5/1/94 Page 9 of 10 CONFIDENTIAL
<PAGE> 10
assign or transfer its rights or obligations under this Agreement without the
prior written consent of WilTel, which consent shall not be unreasonably
withheld, and further provided that any assignment or transfer without such
consent shall be void.
23. GENERAL.
(A) Survival of Terms. The terms and provisions contained in this
Agreement that by their sense and context are intended to survive the
performance thereof by the parties hereto shall so survive the
completion of performance and termination of this Agreement, including,
without limitation, provisions for indemnification and the making of any
and all payments due hereunder.
(B) Headings. Descriptive headings in this Agreement are for
convenience only and shall not affect the construction of this
Agreement.
(C) Industry Terms. Words having well-known technical or trade
meanings shall be so construed, and all listings of items shall not be
taken to be exclusive, but shall include other items, whether similar or
dissimilar to those listed, as the context reasonably requires.
(D) Rule of Construction. No rule of construction requiring
interpretation against the drafting party hereof shall apply in the
interpretation of this Agreement.
24. ENTIRE AGREEMENT. This Agreement consists of (i) all the terms and
conditions contained herein, and, (ii) all documents incorporated herein
specifically by reference. This Agreement constitutes the complete and
exclusive statement of the understandings between the parties and supersedes all
proposals and prior agreements (oral or written) between the parties relating to
Service provided hereunder. No subsequent agreement between the parties
concerning the Service shall be effective or binding unless it is made in
writing and subscribed to by authorized representatives of Customer and WilTel.
IN WITNESS WHEREOF, the parties have executed this Telecommunications
Services Agreement on the date first written above.
WILTEL, INC. USTEL, INC.
-------------------------------
(CUSTOMER)
By: /s/ Robert A. Brejcha /s/ Barry Epling
------------------------------- -------------------------------
(Signature) (Signature)
Robert A. Brejcha Barry Epling
------------------------------- -------------------------------
(Print Name) (Print Name)
Director Carrier Sales C.O.O.
------------------------------- -------------------------------
(Title) (Title)
A:/michaelb/WILMAX/WILMAX.Telecommunications Services Agreement
5/1/94 Page 10 of 10 CONFIDENTIAL
<PAGE> 11
CONFIDENTIAL TREATMENT
WILMAX
PROGRAM ENROLLMENT TERMS
[CARRIER]
These Program Enrollment Terms ("PET") are made as of the 1st day of
July, 1994 (THE "EFFECTIVE DATE"), by and between WilTel, Inc. ("WILTEL") and
USTEL, Inc. ("CUSTOMER") and are a part of their agrement for switched services,
more particularly identified as TSA#UST-940601 ("THE AGREEMENT"). In accordance
with the Agreement, charges to Customer for Service obtained thereunder shall be
subject to the Discount Schedule set forth below and the Agreement shall also be
subject to the terms and conditions set forth herein.
1. PRIOR AGREEMENT: The parties acknowledge that WilTel is currently
providing Customer with switched telecommunications services (THE
"EXISTING SERVICE") pursuant to that certain Carrier Switched Services
Agreement dated March 10, 1993 (THE "PRIOR AGREEMENT"). The parties
agree that as of the Effective Date (i) the Prior Agreement shall be
superseded and of no further force or effect, (ii) the parties shall be
released from all liability under the Prior Agreement with the exception
of certain accrued obligations arising under the Prior Agreement such as
payment of money or application of credits accruing prior the Effective
Date, and (iii) the Existing Service shall be provided pursuant to the
terms and conditions (excluding the rates and discounts) described in
this Agreement. The parties further agree that the rates shown on the
Pricing Exhibit dated concurrently herewith and the discounts described
herein shall become effective for all Existing Service on or before the
second WilTel billing cycle following the Effective Date.
2. SERVICE TERM: FORTY-NINE (49) MONTHS. WilTel will not be obligated to
accept any Service Request under the Agreement if Customer's initial
Service Request is not submitted by Customer within thirty (30) days of
the date of this PET and further subject to a Requested Service Date
within ninety (90) days of the date of this PET.
3. DISCOUNT SCHEDULE. THE DISCOUNT IS BASED ON THE MONTHS CONTAINED IN THE
SERVICE TERM DIVIDED BY 12. IF THE PRODUCT OF THE DIVISION IS EQUAL TO
OR GREATER THAN 1 BUT LESS THAN 2, THE 1-YEAR DISCOUNTS APPLY; IF THE
PRODUCT OF THE DIVISION IS EQUAL TO OR GREATER THAN 2 BUT LESS THAN 3,
THE 2-YEAR DISCOUNTS APPLY; AND, IF THE PRODUCT OF THE DIVISION IS EQUAL
TO OR GREATER THAN 3, THE 3-YEAR DISCOUNTS APPLY. CUSTOMER WILL
AUTOMATICALLY RECEIVE THE NEXT HIGHER DISCOUNT WHEN CUSTOMER'S ELIGIBLE
MONTHLY REVENUE REACHES THE NEXT LEVEL.
<TABLE>
<CAPTION>
MONTHLY SERVICE TERM
REVENUE(A) MTM 1-YR 2-YR 3-YR
---------- --- ---- ---- ----
<S> <C> <C> <C> <C>
</TABLE>
5/1/94 Page 1 of 5 CONFIDENTIAL
<PAGE> 12
(a) MONTHLY REVENUE WILL INCLUDE ALL MEASURED AND PER CALL SWITCHED
SERVICE CHARGES (I.E., DIRECTORY ASSISTANCE AND BOTH DOMESTIC AND
INTERNATIONAL) PLUS THREE (3) TIMES CUSTOMER'S RECURRING MONTHLY
PRIVATE LINE INTEREXCHANGE SERVICE CHARGES (I.E., BOTH DOMESTIC AND
INTERNATIONAL) FROM WILTEL (EXCLUSIVE OF ANY PRO RATA CHARGES,
ACCESS CHARGES, ANCILLARY OR SPECIAL FEATURE CHARGES, SUCH AS,
AUTHORIZATION CODES OR CDR TAPES, OR ANY OTHER CHARGES OTHER THAN
THOSE IDENTIFIED BY THE RELEVANT WILTEL INVOICE AS MONTHLY RECURRING
INTEREXCHANGE SERVICE CHARGES).
(b) REQUIRES A MINIMUM OF ONE (1) DS-1 CIRCUIT COMPRISING A SERVICE
INTERCONNECTION AS DEFINED IN THE SERVICE SCHEDULE WITH RESPECT TO
TERMINATION SERVICE AND/OR 800 ORIGINATION SERVICE.
If Customer's Minimum Commitment is at least [*], the percentages shown
in the Discount Schedule above will be increased by [*]; if Customer's
Minimum Commitment is at least [*], the percentages shown in the
Discount Schedule above will be increased by [*]; if Customer's Minimum
Commitment is [*], the percentages shown in the Discount Schedule above
will be increased [*]; and, if Customer's Minimum Commitment is [*], the
percentages shown in the Discount Schedule above will be increased by
[*]. The applicable percentage (i.e., based on Customer's Service Term
and Minimum Commitment, if any) will commence as of the Effective Date.
4. CUSTOMER'S COMMITMENTS/APPLICABLE DISCOUNT:
(A) Commencing August 1, 1994 and continuing through August 31, 1995
(THE "RAMP-UP PERIOD"), Customer agrees to obtain Monthly Revenue of at
least the amounts shown below in the respective months listed
(COLLECTIVELY, "CUSTOMER'S MINIMUM RAMP-UP AMOUNT"). In consideration
of the foregoing, during the Ramp-Up Period, Customer's applicable
Discount will be [*]. Provided, however, in the event Customer does not
maintain Monthly Revenue of at least the amounts shown in any month
during the Ramp-Up Period, for the remainder of the Service Term,
Customer will receive Discounts in accordance with Section 3 above which
correspond with Customer's actual Monthly Revenue relative to a 3-Year
Service Term. Subject to Subsection 4(B) below, commencing September 1,
1995 and continuing through the end of the Service Term (including any
applicable extensions), Customer will receive Discounts in accordance
with Section 3 above which correspond with Customer's actual Monthly
Revenue relative to a 3-Year Service Term.
Months Monthly Revenue
------------------------------- ---------------
August, 1994 - September, 1994 REDACTED
October, 1994 - November, 1994
December, 1994 - February, 1994
March, 1995 - April, 1995
May, 1995 - June, 1995
July, 1995
August, 1995
5/1/94 Page 2 of 5 * CONFIDENTIAL
<PAGE> 13
(B) Provided Customer has met Customer's Minimum Ramp-Up Amounts, at
any time prior to January 1, 1996, Customer may elect ("CUSTOMER'S
ELECTION"), by giving WilTel at least forty-five (45) days prior written
notice (THE "ELECTION NOTICE"), to obtain Monthly Revenue on a
take-or-pay basis of at least [*] ("CUSTOMER'S COMMITMENT") for the
period of time commencing with the first full month following WilTel's
receipt of the Election Notice through the end of the Service Term (THE
"CONTRACT COMMITMENT PERIOD"). In such case, Customer's applicable
Discount during the Contract Commitment Period will be [*].
(C) In the event Customer is no longer maintaining TERMINATION
Service or 800 ORIGINATION Service but is maintaining SWITCHED Service,
DEDICATED ACCESS Service or TRAVEL CARD Service, Customer's Minimum
Commitment will be the greater of (i) [*], or (ii) if Customer has
notified WilTel of Customer's Election under Subsection 4(B) above, [*].
5. DEFICIENCY CHARGE: In the event Customer notifies WilTel of Customer's
Election described in Subsection 4(B) above or the provisions of
Subsection 4(C)(i) above apply, and Customer does not maintain
Customer's Commitment (or Customer's Minimum Commitment, as the case may
be) in any month during the Contract Commitment Period (or Service Term,
as the case may be), then for those month(s) only, Customer will pay
WilTel the difference between Customer's Contract Commitment (or
Customer's Minimum Commitment, as the case may be) and Customer's actual
Monthly Revenue as described in Section 3 above net of any applicable
discounts (THE "DEFICIENCY CHARGE"). The Deficiency Charge will be due
at the same time payment is due for Service provided to Customer, or
immediately in an amount equal to Customer's Contract Commitment (or
Customer's Minimum Commitment, as the case may be) for the unexpired
portion of the Term, if (i) Customer cancels all circuits comprising all
Service Interconnections as described in the Service Schedules, or (ii)
WilTel terminates the Agreement based on Customer's default.
6. APPLICATION OF DISCOUNTS: After determining Customer's applicable
discount percentage based on the Discount Schedule in Section 3 above or
as described in Section 4 above, the applicable percentage will be only
applied to Monthly Revenues comprised of Customer's interstate
(including Alaska, Hawaii, the United States Virgin Islands and Puerto
Rico unless otherwise noted on the Pricing Exhibit dated concurrently
herewith) measured usage charges (which includes 1+ and 800 usage,
whether switched access or dedicated access). During the Service Term of
the Agreement, accumulated credits derived from discounts under the
Discount Schedule will be applied in arrears commencing with the first
day of the month following the Effective Date (THE "DISCOUNT") based
upon Monthly Revenue relevant to the preceding month (THE "DISCOUNT
PERIOD") which period shall include any partial calendar month following
Start of Service, or such other time basis as may be mutually determined
by the parties.
EXAMPLE: CUSTOMER NOTIFIES WILTEL IN WRITING ON OCTOBER 1, 1995 OF ITS
AGREEMENT TO OBTAIN MONTHLY REVENUE ON A TAKE-OR-PAY BASIS OF
AT [*]. IN JANUARY, 1996, CUSTOMER HAS [*] IN PRIVATE LINE
INTEREXCHANGE SERVICE CHARGES (BOTH INTERSTATE AND INTRASTATE)
AND IS CREDITED WITH [*] IN MONTHLY REVENUE PLUS [*] IN
SWITCHED SERVICE INTRASTATE CHARGES AND [*] IN INTERSTATE
SWITCHED SERVICE CHARGES. CUSTOMER'S MONTHLY REVENUE FOR THE
MONTH IN QUESTION WOULD EQUAL A TOTAL OF [*]. BASED ON
CUSTOMER'S COMMITMENT, CUSTOMER WOULD RECEIVE [*] DISCOUNT
WHICH, SUBJECT
5/1/94 Page 3 of 5 * CONFIDENTIAL
<PAGE> 14
TO THE OTHER CONDITIONS SET FORTH IN THIS SECTION 6, WOULD BE
APPLIED TO THE TOTAL INTERSTATE SWITCHED SERVICE CHARGES OF
[*] TO PRODUCE A CREDIT RELEVANT TO THE MONTH IN QUESTION OF
[*].
Each Discount will result in the application of a credit obtained during
the Discount Period to the WilTel invoice to Customer relevant to the
billed measured Interstate Switched Service for the calendar month next
following the completion of each Discount Period, provided Customer has
paid undisputed charges on a current basis for that month and has not
otherwise been subject to a Suspension Notice in accordance with the
Agreement. Failure of Customer to comply with the foregoing provision
shall result in no credit for the Discount Period in question. In
addition, as the Discount is only applicable for purposes of reducing
the Interstate Switched Service charge to Customer, the Discount will
only be applied to the Interstate Switched Service charges for the
Discount Period in question to the extent that such charge shall not be
reduced below zero and without carry-forward of any unused portion of
the accumulated credit if Interstate Switched Service charges for the
month in question do not exceed the accumulated credit.
7. ISRAEL TERMINATION SERVICE:
(A) In exchange for the rates and discounts afforded Customer
hereunder, Customer agrees to terminate up to [*] of WilTel's switched
service minutes in Israel ("ISRAEL TERMINATION SERVICE") at the rate of
[*] per minute (measured in 6 second increments) commencing August 1,
1994 through July 13, 1998 (THE "ISRAEL SERVICE PERIOD"). Israel
Termination Service will be available to WilTel via Service
Interconnection at 60 Hudson, New York City, New York. WilTel will have
the right to increase the number of minutes terminated under this
Section by up to [*] every three (3) months during the Service Term.
Israel Termination Service will be offered to WilTel under terms and
conditions similar to those contained in this Agreement, including
without limitation the technical standards as set forth in this
Agreement, but excluding any revenue or minute commitments by WilTel.
(B) In the event Customer does not perform its obligations to WilTel
pursuant to this Section 7 at any time during the Israel Service Period,
Customer will pay WilTel the difference between (x) the amount of
charges paid to WilTel hereunder taking into account the applicable
Discounts received by Customer as described in Subsection 4(A), and (y)
the amount of charges Customer would have paid to WilTel taking into
account Discounts Customer would have received in accordance with
Section 3 which corresponded with Customer's actual Monthly Revenue
relative to a 3-Year Service Term. Provided, if applicable, WilTel will
not be obligated to continue providing the Discounts described in
Subsection 4(A) during the Ramp-Up Period, and during such Ramp-Up
Period Customer will only be entitled to receive Discounts in accordance
with Section 3 above which correspond with Customer's actual Monthly
Revenue relative to a 3-Year Service Term. Provided, further,
Customer's Election described in Subsection 4(B) above will be at
WilTel's sole discretion.
5/1/94 Page 4 of 5 * CONFIDENTIAL
<PAGE> 15
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THESE PROGRAM ENROLLMENT
TERMS ON THE DATE FIRST WRITTEN ABOVE.
WILTEL, INC. USTEL, INC.
BY: /s/ Robert Brejcha /s/ Barry Epling
--------------------------------- --------------------------------------
(SIGNATURE) (SIGNATURE)
ROBERT A. BREJCHA BARRY EPLING
- ------------------------------------ --------------------------------------
(PRINT NAME) (PRINT NAME)
Director, Carrier Sales COO
- ------------------------------------ --------------------------------------
(TITLE) (TITLE)
5/1/94 Page 5 of 5 * CONFIDENTIAL
<PAGE> 16
CONFIDENTIAL TREATMENT
WILMAX
PRICING EXHIBIT
---------------
[CARRIER]
This Pricing Exhibit is made as of the 25 day of July, 1994, by and
between WilTel, Inc. ("WILTEL") and U.S.tel ("CUSTOMER") and is a part of their
agreement for switched services, identified as TSA#UST-940601 (the "AGREEMENT").
A. TERMINATION SERVICE
INTERSTATE RATES PER MINUTE
[*] Nonday within the 48 contiguous United States except with respect to
termination in the Supersaver LATAs listed below.
INTERSTATE EXTENDED RATES PER MINUTE
[*] Nonday from the 48 contiguous United States to Hawaii, Alaska,
Puerto Rico and the United States Virgin Islands.
INTERSTATE SUPERSAVER RATES PER MINUTE
[*] Nonday. These rates are only available and only apply to Interstate
TERMINATION Service calls to the following Supersaver LATAs set forth
below (i.e., Intrastate TERMINATION Service calls will not be subject to
Supersaver Rates):
Atlanta, GA (LATA 438) Minneapolis, MN (LATA 628)
Baltimore, MD (LATA 238) New York, NY (LATA 132)
Boston, MA (LATA 128) Newark, NJ (LATA 224)
Chicago, IL (LATA 358) Philadelphia, PA (LATA 228)
Cleveland, OH (LATA 320) Phoenix, AR (LATA 666)
Dallas, TX (LATA 552) Pittsburgh, PA (LATA 234)
Denver, CO (LATA 656) Sacramento, CA (LATA 726)
Detroit, MI (LATA 340) St. Louis, MO (LATA 520)
Houston, TX (LATA 560) San Diego, CA (LATA 732)
Kansas City, MO (LATA 524) San Francisco, CA (LATA 722)
Las Vegas, NV (LATA 721) Seattle, WA (LATA 674)
Los Angeles, CA (LATA 730) Stamford/Hartford, CT (LATA 920)
Miami, FL (LATA 460) Washington, DC (LATA 236)
Milwaukee, WI (LATA 356)
INTRASTATE RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]
Intrastate charges for calls and directory assistance shall be
accordance with WilTel's tariffed rates for WilMAX Extended Network
Termination Service.
5/1/94 Page 1 of 8 * CONFIDENTIAL
<PAGE> 17
CANADA RATES (1+) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
Metro Area or NPA Rate Period 1st 30 Sec. Add'l 6 Sec.
<S> <C> <C> <C>
Montreal Day [*] [*]
Nonday [*] [*]
Ottawa Day [*] [*]
Nonday [*] [*]
Toronto Day [*] [*]
Nonday [*] [*]
Vancouver Day [*] [*]
Nonday [*] [*]
Guelph, Hamilton, London, Day [*] [*]
Kitchner Nonday [*] [*]
NPA 416, 514, 519, 613, Day [*] [*]
819 Nonday [*] [*]
All other areas Day [*] [*]
Nonday [*] [*]
</TABLE>
MEXICO RATES (1+) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
Band* Rate Period Rate
<S> <C> <C>
Band 1 Day [*]
Nonday [*]
Band 2 Day [*]
Nonday [*]
Band 3 Day [*]
Nonday [*]
Band 4 Day [*]
Nonday [*]
Band 5 Day [*]
Nonday [*]
Band 6 Day [*]
Nonday [*]
Band 7 Day [*]
Nonday [*]
Band 8 Day [*]
Nonday [*]
</TABLE>
* As defined in WilTel's F.C.C. Tariff No. 2.
5/1/94 Page 2 of 8 *CONFIDENTIAL
<PAGE> 18
B. 800 ORIGINATION SERVICE
INTERSTATE RATES PER MINUTE
[*] Nonday within the 48 contiguous United States.
INTERSTATE EXTENDED RATES PER MINUTE
[*] Nonday from Alaska to the 48 contiguous United States.
[*] Nonday from Hawaii to the 48 contiguous United States.
[*] Nonday from Puerto Rico and the United States Virgin Islands to the
48 contiguous United States.
CANADA RATES [NOT SUBJECT TO DISCOUNT]
[*] Nonday from all locations in Canada to the 48 contiguous United
States.
INTRASTATE SERVICE RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]
Intrastate charges for calls shall be in accordance with WilTel's
tariffed rates for WilMAX Extended Network 800 Service.
C. SWITCHED SERVICE
INTERSTATE (1+ AND 800) RATES PER MINUTE
[*] Nonday within the 48 contiguous United States.
INTERSTATE (1+) EXTENDED RATES PER MINUTE
[*] Nonday from the 48 contiguous United States to Alaska, Hawaii,
Puerto Rico and the United States Virgin Islands.
INTERSTATE (800) EXTENDED RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]
[*] Nonday from Alaska to the 48 contiguous United States.
[*] Nonday from Hawaii to the 48 contiguous United States.
[*] Nonday from Puerto Rico to the 48 contiguous United States.
[*] Nonday from the United States Virgin Islands to the 48 contiguous
United States.
CANADA RATES (800) [NOT SUBJECT TO DISCOUNT]
[*] Nonday from all locations in Canada to the 48 contiguous United
States.
5/1/94 Page 3 of 8 * CONFIDENTIAL
<PAGE> 19
CANADA RATES (1+) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
Metro Area or NPA Rate Period 1st 30 Sec. Add'l 6 Sec.
<S> <C> <C> <C>
Montreal Day [*] [*]
Nonday [*] [*]
Ottawa Day [*] [*]
Nonday [*] [*]
Toronto Day [*] [*]
Nonday [*] [*]
Vancouver Day [*] [*]
Nonday [*] [*]
Guelph, Hamilton, London, Day [*] [*]
Kitchner Nonday [*] [*]
NPA 416, 514, 519, 613, Day [*] [*]
819 Nonday [*] [*]
All other areas Day [*] [*]
Nonday [*] [*]
</TABLE>
MEXICO RATES (1+) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
Band* Rate Period Rate
<S> <C> <C>
Band 1 Day [*]
Nonday [*]
Band 2 Day [*]
Nonday [*]
Band 3 Day [*]
Nonday [*]
Band 4 Day [*]
Nonday [*]
Band 5 Day [*]
Nonday [*]
Band 6 Day [*]
Nonday [*]
Band 7 Day [*]
Nonday [*]
Band 8 Day [*]
Nonday [*]
</TABLE>
* As defined in WilTel's F.C.C. Tariff No. 2.
5/1/94 Page 4 of 8 [*]CONFIDENTIAL
<PAGE> 20
WilTel's Tariffed Intrastate Rates Per Minute (1+ and 800) (subject to change
by WilTel) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
State Rate State Rate State Rate State Rate
<S> <C> <C> <C> <C> <C> <C> <C>
AL [*] IN [*] NH [*] SC [*]
AR [*] KS [*] NJ [*] SD [*]
AZ [*] KY [*] NM [*] TN [*]
CA [*] LA [*] NY [*] TX [*]
CO [*] MA [*] NC [*] UT [*]
CT [*] MD [*] ND [*] VA [*]
DE [*] MI [*] NV [*] VT [*]
FL [*] MN [*] OH [*] WA [*]
GA [*] MO [*] OK [*] WI [*]
IA [*] MS [*] OR [*] WV [*]
ID [*] MT [*] PA [*] WY [*]
IL [*] NE [*]
</TABLE>
D. DEDICATED ACCESS SERVICE
Interstate (1+ and 800) Rates Per Minute
[*] Day, [*] Nonday within the 48 contiguous United States.
Interstate (1+) Extended Rates Per Minute
[*] Day, [*] Nonday from the 48 contiguous United States to Alaska,
Hawaii, Puerto Rico and the United States Virgin Islands.
Interstate (800) Extended Rates Per Minute [NOT SUBJECT TO DISCOUNT]
[*] Day, [*] Nonday calls from Alaska to the 48 contiguous United
States.
[*] Day, [*] Nonday from Hawaii to the 48 contiguous United States.
[*] Day, [*] Nonday from Puerto Rico to the 48 contiguous United States.
[*] Day, [*] Nonday from the United States Virgin Islands to the 48
contiguous United States.
Canada Rates (800) [NOT SUBJECT TO DISCOUNT]
[*] Day, [*] Nonday from all locations in Canada to the 48 contiguous
United States.
5/1/94 Page 5 of 8 *CONFIDENTIAL
<PAGE> 21
CANADA RATES (1+) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
Metro Area or NPA Rate Period 1st 30 Sec. Add'l 6 Sec.
<S> <C> <C> <C>
Montreal Day [*] [*]
Nonday [*] [*]
Ottawa Day [*] [*]
Nonday [*] [*]
Toronto Day [*] [*]
Nonday [*] [*]
Vancouver Day [*] [*]
Nonday [*] [*]
Guelph, Hamilton, London, Day [*] [*]
Kitchner Nonday [*] [*]
NPA 416, 514, 519, 613, Day [*] [*]
819 Nonday [*] [*]
All other areas Day [*] [*]
Nonday [*] [*]
</TABLE>
MEXICO RATES (1+) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
Band* Rate Period Rate
<S> <C> <C>
Band 1 Day [*]
Nonday [*]
Band 2 Day [*]
Nonday [*]
Band 3 Day [*]
Nonday [*]
Band 4 Day [*]
Nonday [*]
Band 5 Day [*]
Nonday [*]
Band 6 Day [*]
Nonday [*]
Band 7 Day [*]
Nonday [*]
Band 8 Day [*]
Nonday [*]
</TABLE>
* As defined in WilTel's F.C.C. Tariff No. 2.
5/1/94 Page 6 of 8 *CONFIDENTIAL
<PAGE> 22
WilTel's Tariffed Intrastate Rates Per Minute (1+ and 800) (subject to change
by WilTel) [NOT SUBJECT TO DISCOUNT]
<TABLE>
<CAPTION>
===========================================================
State Rate State Rate State Rate State Rate
- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------
AL [*] IN [*] NH [*] SC [*]
- -----------------------------------------------------------
AR [*] KS [*] NJ [*] SD [*]
- -----------------------------------------------------------
AZ [*] KY [*] NM [*] TN [*]
- -----------------------------------------------------------
CA [*] LA [*] NY [*] TX [*]
- -----------------------------------------------------------
CO [*] MA [*] NC [*] UT [*]
- -----------------------------------------------------------
CT [*] MD [*] ND [*] VA [*]
- -----------------------------------------------------------
DE [*] MI [*] NV [*] VT [*]
- -----------------------------------------------------------
FL [*] MN [*] OH [*] WA [*]
- -----------------------------------------------------------
GA [*] MO [*] OK [*] WI [*]
- -----------------------------------------------------------
IA [*] MS [*] OR [*] WV [*]
- -----------------------------------------------------------
ID [*] MT [*] PA [*] WY [*]
- -----------------------------------------------------------
IL [*] NE [*]
===========================================================
</TABLE>
E. TRAVEL CARD SERVICE
INTERSTATE SERVICE RATES PER MINUTE
[*] Day, [*] Nonday within the 48 contiguous United States.
Note: All TRAVEL CARD Service calls (other than Directory Assistance
calls) are subject to a [*] surcharge per call.
INTRASTATE TRAVEL CARD SERVICE RATES PER MINUTE [NOT SUBJECT TO
DISCOUNT]
Intrastate charges for calls shall be in accordance with the applicable
intrastate SWITCHED Service rate plus a [*] surcharge per call.
CANADA RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]
[*] Day, [*] Nonday for calls originating in the 48 contiguous United
States and terminating in Canada.
5/1/94 Page 7 of 8 *CONFIDENTIAL
<PAGE> 23
F. DIRECTORY ASSISTANCE SERVICE
INTERSTATE RATE PER CALL: $0.50.
WILTEL'S TARIFFED INTRASTATE RATE PER CALL (SUBJECT TO CHANGE BY WILTEL)
[NOT SUBJECT TO DISCOUNT]: [*]
G. INTERNATIONAL SERVICE [NOT SUBJECT TO DISCOUNT]
See attached Schedule of applicable WilMAX International Rates.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS PRICING EXHIBIT ON
THE DATE FIRST WRITTEN ABOVE.
WILTEL, INC. USTEL, INC.
-------------------------------------
(CUSTOMER)
By: /s/ ROBERT BREJCHA By: /s/ BARRY EPLING
--------------------------------- ----------------------------------
(Signature) (Signature)
ROBERT A. BREJCHA BARRY EPLING
- ------------------------------------ -------------------------------------
(Print Name) (Print Name)
DIRECTOR, CARRIER SALES COO
- ------------------------------------ -------------------------------------
(Title) (Title)
5/1/94 Page 8 of 8 * CONFIDENTIAL
<PAGE> 24
WILMAX
OVERSEAS PRICING SCHEDULES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COUNTRY STANDARD RATE DISC/ECON*
COUNTRY CODE PERIOD RATE PERIOD
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Albania 355 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Algeria 213 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Amer Samoa 684 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Andorra
- --------------------------------------------------------------------------------
Angola 244 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Anguilla 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Antarctica
- --------------------------------------------------------------------------------
Antigua 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Argentina 54 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
Armenia
- --------------------------------------------------------------------------------
Aruba 297 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Ascension Island 247 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Australia 61 2PM-7:59PM 8PM-1:59PM
- --------------------------------------------------------------------------------
Austria 43 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Azerbaijan
- --------------------------------------------------------------------------------
Bahamas 809 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Bahrain
- --------------------------------------------------------------------------------
Balearic Islands
- --------------------------------------------------------------------------------
Bangladesh 880 6AM-5:59PM 6PM-5:59AM
- --------------------------------------------------------------------------------
Barbados 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Belarus
- --------------------------------------------------------------------------------
Belgium 32 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Belize 501 5PM-10:59PM 11PM-4:49PM
- --------------------------------------------------------------------------------
Benin 229 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Bermuda 809 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Bhutan 975 6PM-5:59AM 6AM-5:59PM
- --------------------------------------------------------------------------------
Bolivia 591 4PM-11:59PM 12AM-3:59PM
- --------------------------------------------------------------------------------
Bosnia-Herzegovina 387 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Botswana 267 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Brazil 55 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
British Virgin Islands 809 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Brunei 673 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Bulgaria 359 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Burkina Faso 226 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Burundi 257 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Cambodia 855 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Cameroon 237 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Canary Islands
- --------------------------------------------------------------------------------
Cape Verde Islands 238 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Carriacou
- --------------------------------------------------------------------------------
Cayman Islands 809 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Central African Republic 236 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Chad Republic 235 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
</TABLE>
All weekend and holiday hours bill at economy rates
<PAGE> 25
WILMAX
OVERSEAS PRICING SCHEDULES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COUNTRY STANDARD RATE DISC/ECON*
COUNTRY CODE PERIOD RATE PERIOD
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Chile 56 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
China 86 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Christmas Coco
- --------------------------------------------------------------------------------
Colombia 57 4PM-11:59PM 12AM-3:59PM
- --------------------------------------------------------------------------------
Comoros 269 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Congo 242 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Cook Islands 682 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Costa Rica 506 5PM-10:59PM 11PM-4:49PM
- --------------------------------------------------------------------------------
Croatia 385 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Cuba 53 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Cueta
- --------------------------------------------------------------------------------
Cyprus 357 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Czech Republic 42 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Denmark 45 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Diego Garcia 246 6AM-5:59PM 6PM-5:59AM
- --------------------------------------------------------------------------------
Djibouti 253 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Dominica 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Dominican Republic 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Ecuador 593 4PM-11:59PM 12AM-3:59PM
- --------------------------------------------------------------------------------
Egypt 20 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
El Salvador 503 5PM-10:59PM 11PM-4:49PM
- --------------------------------------------------------------------------------
Equi Guinea 240 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Estonia
- --------------------------------------------------------------------------------
Ethiopia 251 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Faeroe Islands 298 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Falkland Islands 500 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
Fiji Islands 679 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Finland 358 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Fr Guiana 594 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
Fr Polynesia 689 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
France 33 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
French Antilles 596 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Gabon 241 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Gambia 220 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Georgia
- --------------------------------------------------------------------------------
Germany 49 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Ghana 233 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Gibraltar 350 7AM-12:59PM 1PM-6:59A
- --------------------------------------------------------------------------------
Greece 302 7AM-12:59PM 1PM-6:59A
- --------------------------------------------------------------------------------
Greenland 299 7AM-12:59PM 1PM-6:59A
- --------------------------------------------------------------------------------
Grenada 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Guadeloupe 590 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Guam 671 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
</TABLE>
All weekend and holiday hours bill at economy rates
<PAGE> 26
WILMAX
OVERSEAS PRICING SCHEDULES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COUNTRY STANDARD RATE DISC/ECON*
COUNTRY CODE PERIOD RATE PERIOD
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Guantan. Bay 539 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Guatemala 502 5PM-10:59PM 11PM-4:49PM
- --------------------------------------------------------------------------------
Guinea 224 1PM-7:59PM 8PM-12:59PM
- --------------------------------------------------------------------------------
Guinea Bissau 245 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Guyana 592 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
Haiti 509 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Honduras 504 5PM-10:59PM 11PM-4:49PM
- --------------------------------------------------------------------------------
Hong Kong 852 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Hungary 36 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Iceland 354 1PM-7:59PM 8PM-12:59PM
- --------------------------------------------------------------------------------
India 91 6AM-5:59PM 6PM-5:59AM
- --------------------------------------------------------------------------------
Indonesia 62 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Inmarsat ATL WEST 874 All Times All Times
- --------------------------------------------------------------------------------
Inmarsat IND OCEAN 873 All Times All Times
- --------------------------------------------------------------------------------
Inmarsat PAC OCEAN 872 All Times All Times
- --------------------------------------------------------------------------------
Inmarsat ATL EAST 871 All Times All Times
- --------------------------------------------------------------------------------
Iran 98 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Iraq 964 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Ireland 353 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Israel 972 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Italy 39 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Ivory Coast 225 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Jamaica 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Japan 81 2PM-7:59PM 8PM-1:59PM
- --------------------------------------------------------------------------------
Jordan 962 8AM-2:59PM 3PM-7:59AM
- --------------------------------------------------------------------------------
Kazakhstan
- --------------------------------------------------------------------------------
Kenya 254 7AM-4:59PM 5PM-6:59AM
- --------------------------------------------------------------------------------
Kirghizia
- --------------------------------------------------------------------------------
Kiribati 686 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Kuwait 965 7AM-4:59PM 5PM-6:59AM
- --------------------------------------------------------------------------------
Kyrgyzstan
- --------------------------------------------------------------------------------
Laos 856 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Latvia
- --------------------------------------------------------------------------------
Lebanon 961 8AM-2:59PM 3PM-7:59AM
- --------------------------------------------------------------------------------
Lesotho 266 7AM-4:59PM 5PM-6:59AM
- --------------------------------------------------------------------------------
Liberia 231 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Libya 218 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Liechtenstein
- --------------------------------------------------------------------------------
Lithuania
- --------------------------------------------------------------------------------
Luxembourg 352 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Macao 853 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Macedonia 389 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Madagascar 261 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
</TABLE>
All weekend and holiday hours bill at economy rates
<PAGE> 27
WILMAX
OVERSEAS PRICING SCHEDULES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COUNTRY STANDARD RATE DISC/ECON*
COUNTRY CODE PERIOD RATE PERIOD
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Malawi 265 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Malaysia 60 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Maldives 960 6PM-12:59AM 1AM-5:59PM
- --------------------------------------------------------------------------------
Mali Rep 223 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Malta 356 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Marshall Islands 692 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Martinique
- --------------------------------------------------------------------------------
Mauritania 222 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Mauritius 230 8AM-2:59PM 3PM-7:59AM
- --------------------------------------------------------------------------------
Mayotte Island
- --------------------------------------------------------------------------------
Melilla
- --------------------------------------------------------------------------------
Micronesia 691 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Moldovia
- --------------------------------------------------------------------------------
Monaco
- --------------------------------------------------------------------------------
Mongolia 976 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Montserrat 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Morocco 212 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Mozambique 258 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Mustique 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Myanmar 95 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
N Caledonia 687 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Nakhodka
- --------------------------------------------------------------------------------
Namibia 264 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Nauru 674 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Nepal 977 6AM-5:59PM 6PM-5:59AM
- --------------------------------------------------------------------------------
Neth Antilles 599 6AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Netherlands 31 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Nevis 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
New Zealand 64 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Nicaragua 505 5PM-10:59PM 11PM-4:49PM
- --------------------------------------------------------------------------------
Niger 227 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Nigeria 234 7AM-4:59PM 5PM-6:59AM
- --------------------------------------------------------------------------------
Niue Island 683 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Norfolk Island 672 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Norway 47 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Oman 968 8AM-2:59PM 3PM-7:59AM
- --------------------------------------------------------------------------------
Pakistan 92 6AM-5:59PM 6PM-5:59AM
- --------------------------------------------------------------------------------
Palau 680 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Palm Island 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Panama 507 5PM-10:59PM 11PM-4:49PM
- --------------------------------------------------------------------------------
Papua N Guin 675 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Paraguay 595 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
Peru 51 4PM-11:59PM 12AM-3:59PM
- --------------------------------------------------------------------------------
</TABLE>
All weekend and holiday hours bill at economy rates
<PAGE> 28
WILMAX
OVERSEAS PRICING SCHEDULES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COUNTRY STANDARD RATE DISC/ECON*
COUNTRY CODE PERIOD RATE PERIOD
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Philippines 63 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Poland 48 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Portugal 351 1PM-7:59PM 8PM-12:59PM
- --------------------------------------------------------------------------------
Qatar 974 7AM-4:59PM 5PM-6:59AM
- --------------------------------------------------------------------------------
Reunion Island 262 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Romania 40 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Rota
- --------------------------------------------------------------------------------
Russia 7 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Rwanda 250 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Saipan 670 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Sakhalin
- --------------------------------------------------------------------------------
San Marina
- --------------------------------------------------------------------------------
Sao Tome 239 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Saudi Arabia 966 7AM-4:59PM 5PM-6:59AM
- --------------------------------------------------------------------------------
Senegal Rep 221 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Seychelles Island 248 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Sierra Leone 232 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Singapore 65 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Slovakia
- --------------------------------------------------------------------------------
Slovenia 386 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Solomon Island 677 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
South Africa 27 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
South Korea 82 2PM-7:59PM 8PM-1:59PM
- --------------------------------------------------------------------------------
Spain 34 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Sri Lanka 94 6AM-5:59PM 6PM-5:59AM
- --------------------------------------------------------------------------------
St Kitts 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
St Lucia 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
St Pierre/Miq 508 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
St Vcnt/Gren 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
St. Barthelemy
- --------------------------------------------------------------------------------
St. Martin
- --------------------------------------------------------------------------------
Suriname 597 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
Swaziland 268 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Sweden 46 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Switzerland 41 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Syria 963 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Tadjikistan
- --------------------------------------------------------------------------------
Taiwan 886 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Tanzania 255 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Thailand 66 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Tinian
- --------------------------------------------------------------------------------
Togo 228 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Tonga 676 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
</TABLE>
All weekend and holiday hours bill at economy rates
<PAGE> 29
WILMAX
OVERSEAS PRICING SCHEDULES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COUNTRY STANDARD RATE DISC/ECON*
COUNTRY CODE PERIOD RATE PERIOD
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Trinidad/Tob 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
Tunisia 216 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Turkey 90 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Turkmenistan
- --------------------------------------------------------------------------------
Turks/Caicos 809 8AM-4:59PM 5PM-7:59AM
- --------------------------------------------------------------------------------
Tuvalu 688 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Uganda 256 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Ukraine
- --------------------------------------------------------------------------------
Union Island 809 4PM-9:59PM 10PM-3:59PM
- --------------------------------------------------------------------------------
United Ar Emir 971 8AM-2:59PM 3PM-7:59AM
- --------------------------------------------------------------------------------
United Kingdom 44 7AM-12:59PM 1PM-6:59AM
- --------------------------------------------------------------------------------
Uruguay 598 4PM-11:59PM 12AM-3:59PM
- --------------------------------------------------------------------------------
Uzbekistan
- --------------------------------------------------------------------------------
Vanuatu 678 2PM-7:59PM 8PM-1:59PM
- --------------------------------------------------------------------------------
Vatican City
- --------------------------------------------------------------------------------
Venezuela 58 8AM-5:59PM 6PM-7:59AM
- --------------------------------------------------------------------------------
Vietnam 84 5PM-1:59AM 2AM-4:59PM
- --------------------------------------------------------------------------------
Wallis/Fut 681 2PM-7:59PM 8PM-1:59PM
- --------------------------------------------------------------------------------
West Samoa 685 5PM-10:59PM 11PM-4:59PM
- --------------------------------------------------------------------------------
Yemen, Rep of 967 8AM-2:59PM 3PM-7:59AM
- --------------------------------------------------------------------------------
Yugoslavia 381 1PM-1:59AM 2AM-12:59PM
- --------------------------------------------------------------------------------
Zaire 243 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Zambia 260 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
Zimbabwe 263 6AM-11:59AM 12PM-5:59AM
- --------------------------------------------------------------------------------
</TABLE>
All weekend and holiday hours bill at economy rates
<PAGE> 30
CONFIDENTIAL
TREATMENT
WILMAX
SERVICE SCHEDULE
[CARRIER]
This Service Schedule is made as of the 25th day of July, 1994, by and
between WilTel, Inc. ("WilTel") and U.S.tel ("Customer") and is a part of their
agreement for switched services, identified as TSA# UST-940601 ("the
Agreement"). Neither Customer nor WilTel shall be obligated with respect to the
Service described below, nor any other condition of Service until Customer has
submitted and WilTel has accepted a Service Request with respect to the
particular Services.
1. WILMAX SERVICES: During the Service Term of the Agreement, WilTel will
provide the following Services (all as more particularly described herein), (i)
to and from the locations below, (ii) for the charges set forth in the Pricing
Exhibit dated concurrently herewith, and (iii) subject to the Discount Schedule
set forth in the Program Enrollment Terms:
(a) WilMAX Extended Network Termination Service ("TERMINATION
Service") which is WilTel's termination of calls received from Customer's
Service Interconnection(s).
(b) WilMAX Extended Network 800 Service ("800 ORIGINATION
Service") which is the origination of calls by WilTel and the termination of
such calls to Customer's Service Interconnection(s).
(c) WilMAX Switched Access Service ("SWITCHED Service") which is
the origination and termination of calls solely over facilities comprising the
WilTel network.
(d) WilMAX Dedicated Access Service ("DEDICATED ACCESS Service")
which is the origination and termination of calls solely over facilities
comprising the WilTel network.
(e) WilMAX TRAVEL CARD Service ("TRAVEL CARD Service") which is
the origination and termination of calls solely over facilities comprising the
WilTel network.
2. START OF SERVICE:
(a) Start of Service for TERMINATION Service will occur
concurrently with the activation of each circuit comprising Service
Interconnections relevant to WilTel TERMINATION Service.
(b) Start of Service for 800 ORIGINATION Service will occur
concurrently with the activation of each circuit comprising Service
Interconnections relevant to 800 ORIGINATION Service.
(c) Start of Service for SWITCHED Service will occur on (i) an ANI
by ANI basis concurrently with the activation of each ANI to be served, and
(ii) an 800 Number by 800 Number basis concurrently with the activation of each
800 Number.
(d) Start of Service for DEDICATED ACCESS Service will occur
concurrently with the activation of each circuit comprising Service
Interconnections relevant to DEDICATED ACCESS Service.
5/1/94 Page 1 of 7 * CONFIDENTIAL
<PAGE> 31
(e) Start of Service for TRAVEL CARD Service will occur on a Code
by Code basis concurrently with the activation of each Code.
3. SERVICE INTERCONNECTIONS - TERMINATION SERVICE AND 800 ORIGINATION
SERVICE:
(a) In order to utilize TERMINATION Service and 800 ORIGINATION
Service, one or more full time dedicated connections between Customer's network
and the WilTel network at one or more WilTel designated locations ("WILTEL
POP") must be established ("SERVICE INTERCONNECTION(S)"). Each Service
Interconnection shall be comprised of one or more DS-1 circuits.
(b) The circuit(s) comprising each Service Interconnection to a
WilTel POP shall be requested by Customer on the appropriate WilTel Service
Request. Each Service Request for TERMINATION Service or 800 Origination
Service will describe (among other things) the WilTel POP to which a Service
Interconnection is to be established, the Requested Service Date therefor, the
type and quantity of circuits comprising the Service Interconnection and any
charges and other information relevant thereto, such as, Customer's terminating
or originating switch location, as the case may be. Such additional
information may be obtained from Customer or gathered by WilTel and recorded in
Technical Information Sheets provided by WilTel.
(c) Once ordered, and unless otherwise provided for in this
Agreement, Service Interconnections or the circuits comprising each Service
Interconnection may only be canceled by Customer upon not less than thirty (30)
days prior written notice to WilTel.
(d) Absent the automatic number identification ("ANI") of the
calling party, Customer shall provide WilTel with a written certification (the
"Certification") of the percentage of interstate (including international) and
intrastate minutes of use relevant to the minutes of traffic to be terminated
in the same state in which the WilTel POP is located to which the Service
Interconnection is made. This Certification shall be provided by Customer
prior to Start of Service for any Service Interconnection and may be modified
from time to time by Customer and subject to recertification upon the request
of WilTel which requests shall not be made unilaterally by WilTel more than
once each calendar quarter. Any such modification(s) or Certification(s) shall
be effective as of the first day of any calendar month and following at least
forty-five (45) days notice from Customer. In the event Customer fails to make
such Certification, the relevant minutes of use will be deemed to be subject to
the Intrastate Rates provided for in the Pricing Exhibit. In the event WilTel
or any other third party requires an audit of WilTel's interstate/intrastate
minutes of traffic, Customer agrees to cooperate in such audit at its expense
and make its call detail records, billing systems and other necessary
information reasonably available to WilTel or any third party solely for the
purpose of verifying Customer's interstate/intrastate minutes of traffic.
Customer agrees to indemnify WilTel for any liability WilTel incurs in the
event Customer's Certification is different than that determined by the audit.
(e) Customer shall be solely responsible for establishing and
maintaining each Service Interconnection over facilities subject to WilTel's
approval. Service Interconnections shall only be comprised of DS-1 facilities
unless otherwise provided for in the Service Request and agreed to in writing
by WilTel. If a Service Interconnection is proposed to be made via a local
exchange carrier, WilTel will have the authority to direct Customer to utilize
WilTel's entrance facilities or local serving arrangement ("LSA") with the
relevant local telephone operating company, and Customer will be subject to a
nondiscriminatory charge therefor from WilTel. The monthly recurring charge
relevant to Customer's use of LSA capacity shall be subject to upward
adjustment by WilTel from time to time. Such adjustment, if any, shall not
exceed the rate that otherwise would be charged for the equivalent switched
access
5/1/94 Page 2 of 7 * CONFIDENTIAL
<PAGE> 32
capacity between the same points by the relevant local telephone operating
company pursuant to its published charges for the type of service in question.
(f) If other private line interexchange facilities are necessary
to establish a Service Interconnection, and such facilities are requested from
WilTel, such facilities will be provided on an individual case basis.
(g) Commencing with the first full calendar month following Start
of Service for each circuit comprising a Service Interconnection and
thereafter, Customer will maintain an average loading of traffic per DS-1 (or
DS-1 equivalent circuit) of not less than [*] minutes of use per calendar
month/billing period ("Minimum Monthly Usage"). In the event Customer fails to
obtain the required Minimum Monthly Usage level for the circuits comprising
each Service Interconnection, WilTel will charge and Customer will pay [*]
multiplied by the difference between the Minimum Monthly Usage and the actual
minutes of use for the circuit(s) comprising the Service Interconnection in
question ('Minimum Usage Charge"). WilTel TERMINATION Service and 800
ORIGINATION Service minutes carried over the same Service Interconnection, if
any, shall be included in determining if Customer has met the Minimum Monthly
Usage requirement.
Example: [*]
(h) Customer may cancel circuits comprising the Service
Interconnection(s) at any time without liability to WilTel for cancellation
charges. In the event Customer does not have a Minimum Commitment and Customer
cancels all circuits comprising all Service Interconnections at any time during
the Service Term, the Cancellation Charge described in Subsection 2(A) of the
Agreement shall not apply. Provided, however, Customer shall nevertheless be
liable to pay WilTel a cancellation charge (regardless of the number of DS-1 or
DS-1 equivalent circuits comprising the Service Interconnection(s) in question)
[*] multiplied by the number of months (or pro rata portion thereof) remaining
in the Service Term ("Carrier Service Cancellation Charge").
(i) Because the damages to WilTel from Customer's cancellation or
termination of all circuits comprising all Service Interconnections prior to
completion of the Service Term is difficult if not impossible to determine, the
Carrier Service Cancellation Charge due to WilTel in accordance with this
Subsections intended by the parties to establish liquidated damages payable by
Customer to WilTel and not as a penalty of any kind.
4. SERVICE INTERCONNECTIONS - DEDICATED ACCESS:
(a) In order to utilize DEDICATED ACCESS Service, one or more full
time dedicated connections between an End User's private branch exchange
("PBX') or other customer premise equipment and the WilTel network at one or
more WilTel designated locations ("WilTel POP") must be established ("Dedicated
Service Interconnection(s)"). Each Dedicated Service Interconnection shall be,
comprised of one or more DS-1 circuits or DS-3 circuits, as the case may be.
5/1/94 Page 3 of 7 * CONFIDENTIAL
<PAGE> 33
(b) The circuit(s) comprising each Dedicated Service
Interconnection to a WilTel POP shall be requested by Customer on the
appropriate WilTel Service Request. Each Service Request for DEDICATED ACCESS
Service will describe (among other things) the WilTel POP to which a Dedicated
Service Interconnection is to be established, the Requested Service Date
therefor, the type and quantity of circuits comprising the Dedicated Service
Interconnection and any charges and other information relevant thereto, such
as, the location of the end user's originating or terminating location, as the
case may be. Such additional information may be obtained from Customer or
gathered by WilTel and recorded in Technical Information Sheets provided by
WilTel.
(c) Once ordered, and unless otherwise provided for in this
Agreement, Dedicated Service Interconnections or the circuits comprising each
Dedicated Service Interconnection may only be canceled by Customer upon not
less than thirty (30) days prior written notice to WilTel.
(d) Customer shall be responsible for establishing each Dedicated
Service Interconnection over facilities subject to WilTel's approval.
Dedicated Service Interconnections shall only be comprised of DS-1 facilities
unless otherwise provided for in the Service Request. If a Dedicated Service
Interconnection is proposed to be made via a local exchange carrier, WilTel
will have the authority to direct Customer to utilize WilTel's entrance
facilities or local serving arrangement ("LSA") with the relevant local
telephone operating company, and Customer will be subject to a
non-discriminatory charge therefor from WilTel. The recurring charge relevant
to Customer's use of LSA capacity shall be stated in the corresponding Service
Request subject, however, to upward adjustment by WilTel. Such adjustment if
any, shall not exceed the rate that otherwise would be charged for the
equivalent capacity between the same points by the relevant local telephone
operating company pursuant to its published charges for the type of service in
question.
(e) Upon Customer's request, WilTel will provision and maintain
local access facilities between the End User Location and the WilTel POP,
subject to any LEC charges plus other applicable terms and charges set forth in
WilTel's F.C.C. Tariff No. 5. If other private line interexchange facilities
are necessary to establish a Dedicated Service Interconnection, such facilities
will be provided on an individual case basis.
(f) DEDICATED ACCESS SERVICE MINUTES OF USE ARE NOT SUBJECT TO
AGGREGATION FOR THE PURPOSE OF DETERMINING IF CUSTOMER HAS MET ITS MINIMUM
MONTHLY USAGE FOR TERMINATION SERVICE OR 800 ORIGINATION SERVICE.
5. BILLING INCREMENTS: U.S. Domestic (including Alaska, Hawaii, United
States Virgin Islands and Puerto Rico) Service calls will be billed in six (6)
second increments and subject to a six (6) second minimum charge (i) utilizing
Hardware Answer Supervision where available, and (ii) with respect to 800
Services, commencing with Customer's switch wink or answer back. If Customer
is found to be non-compliant in passing back appropriate answer supervision,
i.e., answer back, WilTel reserves the right to suspend 800 Service or deny
requests by Customer for additional Service until appropriate compliance is
established. All international calls, with the exception of Mexico, will be
billed in six (6) second increments and subject to a thirty (30) second minimum
charge. Mexico calls will be billed in one (1) minute increments and subject
to a one (1) minute minimum charge.
6. FORECASTS: Before Customer's initial order for Service, Customer shall
provide WilTel with a forecast regarding the number of minutes expected to be
terminated or originated in various LATAs and/or Tandems, so as to enable WilTel
to configure optimum network arrangements. IN THE EVENT CUSTOMER'S SERVICE
TRAFFIC VOLUMES RESULT IN A LOWER THAN INDUSTRY STANDARD COMPLETION RATE OR
5/1/94 Page 4 of 7 * CONFIDENTIAL
<PAGE> 34
OTHERWISE ADVERSELY AFFECT THE WILTEL NETWORK, WILTEL RESERVES THE RIGHT TO
BLOCK THE SOURCE OF SUCH ADVERSE TRAFFIC AT ANY TIME. Customer will provide
WilTel with additional forecasts from time to time upon WilTel's request which
shall not be more frequent than once every three (3) months.
7. RBOC TERMINATION/ORIGINATION: Following Start of Service for
TERMINATION SERVICE or 800 ORIGINATION Service, Customer will maintain at least
[*] of the minutes of traffic (during any calendar month or pro rata portion
thereof) comprising Customer's TERMINATION Service or 800 Service for
termination or origination in a Tandem owned and operated by a Regional Bell
Operating Company ("RBOC TERMINATIONS/ORIGINATIONS") and subject to such RBOC's
tariffed access charges. WilTel shall have the right to apply [*] per minute
surcharge to the number of minutes by which Non-RBOC Terminations/Originations
exceed [*] of total monthly TERMINATION Service or 800 ORIGINATION Service
minutes.
8. SERVICE INTERCONNECTION INSTALLATION:
(a) DS-1 circuits comprising all Service Interconnections
(including Dedicated Service Interconnections) will be subject to a
nonrecurring [*] per DS-1 switch port installation charge.
(b) DS-3 circuits comprising all Service Interconnections
(including Dedicated Service Interconnections) will be subject to a
nonrecurring per DS-3 switch port installation charge as determined on an
individual case basis.
9. CDR TAPES: WilTel will provide Call Detail Records for WilTel's
Services in machine readable form ("CDR TAPES") subject to the provisions set
forth below:
(a) WilTel will provide Customer one (1) CDR Tape once each month
in one of several magnetic tape formats (to be selected on Customer's Service
Request) which WilTel currently is then making available to its Customers.
Monthly CDR Tapes under this Subsection are provided at no charge.
(b) Customer may order a monthly delivery of toll records on 3.5"
floppy diskette subject to a recurring charge of [*] per month.
(c) Customer may order and WilTel will provide Customer one (1)
CDR Tape once each week in one of several magnetic tape formats (to be selected
on Customer's Service Request) which WilTel currently is then making available
to its Customers. Weekly CDR Tapes under this Subsection are subject to a
recurring monthly charge of [*].
10. 800 NUMBERS:
(a) 800 numbers will be issued to Customer (i.e., issuance equates
to activation or reservation, whichever occurs first) on a random basis.
Customer requests for specific numbers will be considered by WilTel, and if
provided, will be subject to additional charges as set forth below and WilTel's
then current reservation policy which shall also apply to any randomly selected
and reserved 800 number. At any time preceding three (3) months from the
scheduled expiration of the Service Term, Customer may only reserve 800 numbers
in an amount equal to the greater of [*] of the total number of 800 numbers
activated by WilTel for Customer. Customer requests for 800 numbers
inconsistent with the above stated conditions may be considered by WilTel on an
individual case basis. 800 numbers reserved for Customer will be activated upon
Customer's request, however, each 800 number will be subject to reversion to
WilTel without notice to Customer after sixty (60) days from issuance to
Customer in the event WilTel records no level of measured charges associated
with such number as of the expiration or after said sixty (60) day period.
5/1/94 Page 5 of 7 * CONFIDENTIAL
<PAGE> 35
(b) Customer Request for Specific Numbers - [*] per individual
number.
(c) Customer specifically agrees that regardless of the method in
which an 800 number is reserved for or otherwise assigned to Customer, that
Customer will not seek any remedy from WilTel under a theory of detrimental
reliance or otherwise that such 800 number(s) are found not to be available for
Customer's use until such 800 number is put in service for the benefit of
Customer, and that such 800 number(s) shall not be sold, bartered, brokered or
otherwise released by Customer for a fee ("800 Number Trafficking"). Any
attempt by Customer to engage in 800 Number Trafficking shall be grounds for
reclamation by WilTel for reassignment of the 800 number(s) reserved for or
assigned to Customer.
11. RESPORG SERVICES: Responsible Organization Services (relevant to 800
Numbers) if provided by WilTel are provided pursuant to WilTel's F.C.C. Tariff
No. 5.
12. LIMITATION OF ORIGINATION OR TERMINATION LOCATIONS:
(a) TERMINATION Service: (i) origination is available from any
WilTel POP; and (ii) termination is to any direct dialable location worldwide.
(b) 800 ORIGINATION Service: (i) origination is available from
locations in the 50 United States, the United States Virgin Islands, Puerto
Rico and Canada; and (ii) termination is to any Customer designated Service
Interconnection.
(c) SWITCHED Service (1+): (i) origination is available from all
equal access exchanges in the 48 contiguous United States except in LATA 921
(Fishers Island, NY); and (ii) termination is to any direct dialable location
worldwide.
(d) SWITCHED Service (800): (i) origination is available from
locations in the 50 United States, the United States Virgin Islands, Puerto Rico
and Canada; and (ii) termination is available to locations in the 48 contiguous
United States.
(e) DEDICATED ACCESS Service (1+): (i) origination is available
from locations in the 48 contiguous United States; and (ii) termination is
available to any direct dialable location worldwide.
(f) DEDICATED ACCESS Service (800): origination is available from
locations in the 50 United States, the United States Virgin Islands, Puerto
Rico and Canada; and (ii) termination is available to any Customer designated
Dedicated Service Interconnection.
(g) TRAVEL CARD Service: (i) origination is available from
locations in the 50 United States, the United States Virgin Islands, Puerto
Rico and Canada; (ii) termination is available to locations in the 48
contiguous United States for calls from locations in the 50 United States, the
United States Virgin Islands, Puerto Rico and Canada; and (iii) termination is
available to locations in the 50 United States, the United States Virgin
Islands, Puerto Rico and Canada for calls from locations in the 48 contiguous
United States.
5/1/94 Page 6 of 7 * CONFIDENTIAL
<PAGE> 36
13. AUTHORIZATION CODES: WilTel will supply Customer with authorization
codes ("CODES") containing nine (9) digits for use with a corresponding 800
Service number for origination and termination of Travel Card calls. The Codes
may be obtained by Customer in blocks of ten (10) not to exceed a total of 1000
Codes at any one time. WilTel reserves the right to deny access to any Code at
any time.
14. INBOUND PORTION OF TRAVEL CARD CALL: The inbound service portion of a
TRAVEL CARD Service call (i.e., the 800 Service) must be provided by WilTel.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS SERVICE SCHEDULE ON
THE DATE FIRST WRITTEN ABOVE.
WILTEL, INC. USTEL, INC.
-----------------------------------
(CUSTOMER)
By: /s/ ROBERT A. BREJCHA /s/ BARRY EPLING
--------------------------- -----------------------------------
(SIGNATURE) (SIGNATURE)
ROBERT A. BREJCHA BARRY EPLING
- ------------------------------- -----------------------------------
(PRINT NAME) (PRINT NAME)
DIRECTOR, CARRIER SALES COO
- ------------------------------- -----------------------------------
(TITLE) (TITLE)
5/1/94 Page 7 of 7 * CONFIDENTIAL
