<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number: 0-20763
McLEOD, INC.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-421407240
- ----------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
221 Third Avenue SE, Suite 500
Cedar Rapids, IA 52401
- ----------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319) 364-0000
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
------------------------------------------------
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the registrant's common stock as of
March 19, 1997 is $328,114,167. */
-
The number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date is:
Class A Common Stock, par value $.01 per share, outstanding as of March 19,
1997: 36,989,242
Class B Common Stock, par value $.01 per share, outstanding as of March 19,
1997: 15,625,929
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part
of the Form 10-K into which the document is incorporated:
(1) Portions of the definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 29, 1997, to be filed within 120 days after
the end of the registrant's fiscal year, are incorporated by reference into
Part III, Items 10 - 13 of the Form 10-K.
- ----------
*/ Solely for the purposes of this calculation, all directors and executive
- -
officers of the registrant and all stockholders beneficially owning more than 5%
of the registrant's common stock are considered to be affiliates.
<PAGE>
EXPLANATORY NOTE
This Form 10-K/A is being filed to amend Item 14(a)(3) solely to file Exhibit
10.94.
2
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(3) The following exhibits are either provided herewith or are
incorporated herein by reference:
Exhibit
Number Exhibit Description
------- -------------------
2.1 Agreement and Plan of Reorganization dated April 28, 1995
among Midwest Capital Group Inc., MWR Telecom, Inc. and
McLeod, Inc. (Filed as Exhibit 2.1 to Registration
Statement on Form S-1, File No. 333-3112 ("Initial Form
S-1"), and incorporated herein by reference).
2.2 Agreement and Plan of Reorganization dated as of July 12,
1996 among Ruffalo, Cody & Associates, Inc., certain
shareholders of Ruffalo, Cody & Associates, Inc. and
McLeod, Inc. (Filed as Exhibit 2 to Current Report on
Form 8-K, File No. 0-20763, filed with the Commission on
July 29, 1996 and incorporated herein by reference).
2.3 Agreement and Plan of Reorganization dated as of August
15, 1996 among Telecom USA Publishing Group, Inc. and
McLeod, Inc. (Filed as Exhibit 2 to Current Report on
Form 8-K, File No. 0-20763, filed with the Commission on
August 26, 1996 and incorporated herein by reference).
2.4 Agreement and Plan of Reorganization dated as of January
27, 1997 among McLeod, Inc., Digital Communications of
Iowa, Inc., Clark E. McLeod and Mary E. McLeod. (Filed as
Exhibit 2 to Current Report on Form 8-K, File No. 0-
20763, filed with the Commission on February 24, 1997 and
incorporated herein by reference).
3.1 Amended and Restated Certificate of Incorporation of
McLeod, Inc. (Filed as Exhibit 3.1 to Initial Form S-1
and incorporated herein by reference).
3.2 Amended and Restated Bylaws of McLeod, Inc. (Filed as
Exhibit 3.2 to Registration Statement on Form S-1, File
No. 333-13885 ("November Form S-1"), and incorporated
herein by reference).
4.1 Form of Class A Common Stock Certificate of McLeod, Inc.
(Filed as Exhibit 4.1 to Initial Form S-1 and
incorporated herein by reference).
*4.2 Indenture dated March 4, 1997 between McLeod, Inc. and
United States Trust Company of New York, as Trustee,
relating to the 10 1/2% Senior Discount Notes Due 2007 of
McLeod, Inc.
*4.3 Initial Global 10 1/2% Senior Discount Note Due March 1,
2007 of McLeod, Inc., dated March 4, 1997.
*4.4 Form of Certificated 10 1/2% Senior Discount Note Due
March 1, 2007 of McLeod, Inc.
*4.5 Registration Agreement dated March 4, 1997 among McLeod,
Inc., Salomon Brothers Inc and Morgan Stanley & Co.
Incorporated.
4.6 Investor Agreement dated as of April 1, 1996 among
McLeod, Inc., IES Investments Inc., Midwest Capital Group
Inc., MWR Investments Inc., Clark and Mary McLeod, and
certain other stockholders. (Filed as Exhibit 4.8 to
Initial Form S-1 and incorporated herein by reference).
3
<PAGE>
Exhibit
Number Exhibit Description
------ -------------------
4.7 Amendment No. 1 to Investor Agreement dated as of October
23, 1996 by and among McLeod, Inc., IES Investments Inc.,
Midwest Capital Group Inc., MWR Investments Inc., Clark
E. McLeod and Mary E. McLeod. (Filed as Exhibit 4.3 to
November Form S-1 and incorporated herein by reference).
10.1 Credit Agreement dated as of May 16, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and
The First National Bank of Chicago. (Filed as Exhibit
10.1 to Initial Form S-1 and incorporated herein by
reference).
10.2 First Amendment to Credit Agreement dated as of June 17,
1994 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telemanagement, Inc., McLeod Telecommunications,
Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.2 to Initial Form S-1 and incorporated herein
by reference).
10.3 Second Amendment to Credit Agreement dated as of December
1, 1994 among McLeod, Inc., McLeod Network Services,
Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.3 to Initial Form S-1 and
incorporated herein by reference).
10.4 Third Amendment to Credit Agreement dated as of May 31,
1995 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telemanagement, Inc., McLeod Telecommunications,
Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.4 to Initial Form S-1 and
incorporated herein by reference).
10.5 Fourth Amendment to Credit Agreement dated as of July 28,
1995 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telemanagement, Inc., McLeod Telecommunications,
Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.5 to Initial Form S-1 and
incorporated herein by reference).
10.6 Fifth Amendment to Credit Agreement dated as of October
18, 1995 among McLeod, Inc., McLeod Network Services,
Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.6 to
Initial Form S-1 and incorporated herein by reference).
10.7 Sixth Amendment to Credit Agreement dated as of March 29,
1996 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telecommunications, Inc., MWR Telecom, Inc. and
The First National Bank of Chicago. (Filed as Exhibit
10.7 to Initial Form S-1 and incorporated herein by
reference).
10.8 Security Agreement dated as of May 16, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and
The First National Bank of Chicago. (Filed as Exhibit
10.8 to Initial Form S-1 and incorporated herein by
reference).
10.9 First Amendment to Security Agreement dated as of
December 1, 1994 among McLeod, Inc., McLeod Network
Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.9 to Initial Form S-1 and
incorporated herein by reference).
4
<PAGE>
Exhibit
Number Exhibit Description
------ -------------------
10.10 Support Agreement dated as of December 1, 1994 among IES
Diversified Inc., McLeod, Inc., McLeod Network Services,
Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.10 to Initial Form S-1 and
incorporated herein by reference).
10.11 Agreement Regarding Support Agreement dated December 1994
between McLeod, Inc. and IES Diversified Inc. (Filed as
Exhibit 10.11 to Initial Form S-1 and incorporated herein
by reference).
10.12 Agreement Regarding Guarantee dated May 16, 1994 between
McLeod, Inc. and IES Diversified Inc. (Filed as Exhibit
10.12 to Initial Form S-1 and incorporated herein by
reference).
10.13 Joinder to and Assumption of Credit Agreement dated as of
April 28, 1995 between McLeod Merging Co. and The First
National Bank of Chicago. (Filed as Exhibit 10.13 to
Initial Form S-1 and incorporated herein by reference).
10.14 Joinder to and Assumption of Security Agreement dated as
of April 28, 1995 between McLeod Merging Co. and The
First National Bank of Chicago. (Filed as Exhibit 10.14
to Initial Form S-1 and incorporated herein by
reference).
10.15 Letter from The First National Bank of Chicago to James
L. Cram dated April 28, 1995 regarding extension of the
termination date under the Credit Agreement. (Filed as
Exhibit 10.15 to Initial Form S-1 and incorporated herein
by reference).
10.16 Credit Agreement dated as of March 29, 1996 among McLeod,
Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. MWR
Telecom, Inc. and The First National Bank of Chicago.
(Filed as Exhibit 10.16 to Initial Form S-1 and
incorporated herein by reference).
10.17 Agreement for Construction Related Services dated as of
October 17, 1995 between City Signal Fiber Services, Inc.
and McLeod Network Services, Inc. (Filed as Exhibit 10.17
to Initial Form S-1 and incorporated herein by
reference).
10.18 Construction Services Agreement dated March 27, 1996
between City Signal Fiber Services, Inc. and McLeod
Network Services, Inc. (Filed as Exhibit 10.18 to Initial
Form S-1 and incorporated herein by reference).
10.19 Fiber Optic Use Agreement dated as of February 14, 1996
between McLeod Network Services, Inc. and Galaxy Telecom,
L.P. (Filed as Exhibit 10.19 to Initial Form S-1 and
incorporated herein by reference).
10.20 Agreement dated as of July 11, 1994 between McLeod
Network Services, Inc. and KLK Construction. (Filed as
Exhibit 10.20 to Initial Form S-1 and incorporated herein
by reference).
10.21 Lease Agreement dated September 5, 1995 between State of
Iowa and MWR Telecom, Inc. (Filed as Exhibit 10.21 to
Initial Form S-1 and incorporated herein by reference).
10.22 Lease Agreement dated September 5, 1995 between State of
Iowa and McLeod Network Services, Inc. (Filed as Exhibit
10.22 to Initial Form S-1 and incorporated herein by
reference).
5
<PAGE>
Exhibit
Number Exhibit Description
------ ------------------
10.23 Contract dated September 5, 1995 between Iowa
Telecommunications and Technology Commission and MWR
Telecom, Inc. (Filed as Exhibit 10.23 to Initial Form S-1
and incorporated herein by reference).
10.24 Contract dated June 27, 1995 between Iowa National Guard
and McLeod Network Services, Inc. (Filed as Exhibit 10.24
to Initial Form S-1 and incorporated herein by
reference).
10.25 Addendum Number One to Contract dated September 5, 1995
between Iowa National Guard and McLeod Network Services,
Inc. (Filed as Exhibit 10.25 to Initial Form S-1 and
incorporated herein by reference).
10.26 U S WEST Centrex Plus Service Rate Stability Plan dated
October 15, 1993 between McLeod Telemanagement, Inc. and
U S WEST Communications, Inc. (Filed as Exhibit 10.26 to
Initial Form S-1 and incorporated herein by reference).
10.27 U S WEST Centrex Plus Service Rate Stability Plan dated
July 17, 1993 between McLeod Telemanagement, Inc. and U S
WEST Communications, Inc. (Filed as Exhibit 10.27 to
Initial Form S-1 and incorporated herein by reference).
10.28 Ameritech Centrex Service Confirmation of Service Orders
dated various dates in 1994, 1995 and 1996 between McLeod
Telemanagement, Inc. and Ameritech Information Industry
Services. (Filed as Exhibit 10.28 to Initial Form S-1 and
incorporated herein by reference).
10.29 Lease Agreement dated as of December 28, 1993 between
2060 Partnership and McLeod Telemanagement, Inc., as
amended by Amendments First to Ninth dated as of July 3,
1994, March 25,1994, June 22, 1994, August 12, 1994,
September 12, 1994, September 20, 1994, November 16,
1994, September 20, 1995 and January 6, 1996,
respectively. (Filed as Exhibit 10.29 to Initial Form S-1
and incorporated herein by reference).
10.30 Lease Agreement dated as of May 24, 1995 between 2060
Partnership and McLeod Telemanagement, Inc. (Filed as
Exhibit 10.30 to Initial Form S-1 and incorporated herein
by reference).
10.31 Lease Agreement dated October 31, 1995 between I.R.F.B.
Joint Venture and McLeod Telemanagement, Inc. (Filed as
Exhibit 10.31 to Initial Form S-1 and incorporated herein
by reference).
10.32 First Amendment to Lease Agreement dated as of November
20, 1995 between I.R.F.B. Joint Venture and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.32 to Initial
Form S-1 and incorporated herein by reference).
10.33 Uniform Purchase Agreement dated July 22, 1993 between
McLeod, Inc. and Hill's Maple Crest Farms Partnership.
(Filed as Exhibit 10.33 to Initial Form S-1 and
incorporated herein by reference).
10.34 Master Right-of-Way Agreement dated July 27, 1994 between
McLeod Network Services, Inc. and IES Industries Inc.
(Filed as Exhibit 10.34 to Initial Form S-1 and
incorporated herein by reference).
10.35 Master Right-of-Way and Tower Use Agreement dated
February 13, 1996 between IES Industries Inc. and McLeod,
Inc. (Filed as Exhibit 10.35 to Initial Form S-1 and
incorporated herein by reference).
10.36 Master Pole, Duct and Tower Use Agreement dated February
20, 1996 between MidAmerican Energy Company and McLeod,
Inc. (Iowa and South Dakota). (Filed as Exhibit 10.36 to
Initial Form S-1 and incorporated herein by reference).
6
<PAGE>
Exhibit
Number Exhibit Description
------ -------------------
10.37 Master Pole, Duct and Tower Use Agreement dated February
20, 1996 between MidAmerican Energy Company and McLeod,
Inc. (Illinois). (Filed as Exhibit 10.37 to Initial Form
S-1 and incorporated herein by reference).
10.38 Settlement Agreement dated March 18, 1996 between U S
WEST Communications, Inc. and McLeod Telemanagement, Inc.
(Filed as Exhibit 10.38 to Initial Form S-1 and
incorporated herein by reference).
10.39 Agreement dated August 4, 1995 between Vadacom, Inc. and
McLeod Telemanagement, Inc. (Filed as Exhibit 10.39 to
Initial Form S-1 and incorporated herein by reference).
10.40 McLeod Telecommunications, Inc. 1992 Incentive Stock
Option Plan. (Filed as Exhibit 10.40 to Initial Form S-1
and incorporated herein by reference).
10.41 McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as
Exhibit 10.41 to Initial Form S-1 and incorporated herein
by reference).
10.42 McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as
Exhibit 10.42 to Initial Form S-1 and incorporated herein
by reference).
10.43 McLeod Telecommunications, Inc. Director Stock Option
Plan. (Filed as Exhibit 10.43 to Initial Form S-1 and
incorporated herein by reference).
10.44 Promissory Note dated July 18, 1995 between Kirk E.
Kaalberg and McLeod, Inc. (Filed as Exhibit 10.44 to
Initial Form S-1 and incorporated herein by reference).
10.45 Promissory Note dated March 29, 1996 between Stephen K.
Brandenburg and McLeod, Inc. (Filed as Exhibit 10.45 to
Initial Form S-1 and incorporated herein by reference).
10.46 Agreement dated April 28, 1995 among McLeod, Inc., McLeod
Telecommunications, Inc., McLeod Telemanagement, Inc.,
McLeod Network Services, Inc. and Clark E. McLeod. (Filed
as Exhibit 10.46 to Initial Form S-1 and incorporated
herein by reference).
+10.47 Telecommunications Services Agreement dated March 14,
1994 between WiITeI, Inc. and McLeod Telemanagement,
Inc., as amended. (Filed as Exhibit 10.47 to Initial Form
S-1 and incorporated herein by reference).
10.48 Amendment to Contract Addendum A to Contract No. 2102
dated March 31, 1993 between the Iowa Department of
General Services and McLeod Telecommunications, Inc.
(Filed as Exhibit 10.48 to Initial Form S-1 and
incorporated herein by reference).
7
<PAGE>
Exhibit
Number Exhibit Description
------ -------------------
10.49 Construction Services Agreement dated June 30, 1995
between MFS Network Technologies, Inc. and MWR Telecom,
Inc. (Filed as Exhibit 10.49 to Initial Form S-1 and
incorporated herein by reference).
10.50 First Amendment to Agreement Regarding Support Agreement
dated May 14, 1996 among McLeod, Inc., IES Diversified
Inc. and IES Investments Inc. (Filed as Exhibit 10.50 to
Initial Form S-1 and incorporated herein by reference).
10.51 First Amendment to Agreement Regarding Guarantee dated
May 14, 1996 among McLeod, Inc., IES Diversified Inc. and
IES Investments Inc. (Filed as Exhibit 10.51 to Initial
Form S-1 and incorporated herein by reference).
10.52 Amended and Restated Directors Stock Option Plan of
McLeod, Inc. (Filed as Exhibit 10.52 to Initial Form S-1
and incorporated herein by reference).
10.53 Forms of Employment, Confidentiality and Non-Competition
Agreement between McLeod, Inc. and certain employees of
McLeod, Inc. (Filed as Exhibit 10.53 to Initial Form S-1
and incorporated herein by reference).
10.54 Form of Change-of-Control Agreement between McLeod, Inc.
and certain employees of McLeod, Inc. (Filed as Exhibit
10.54 to Initial Form S-1 and incorporated herein by
reference).
10.55 McLeod, Inc. 1996 Employee Stock Option Plan, as amended.
(Filed as Exhibit 10.55 to November Form S-1 and
incorporated herein by reference).
*10.56 McLeod, Inc. Employee Stock Purchase Plan, as amended.
10.57 Form of Indemnity Agreement between McLeod, Inc. and
certain officers and directors of McLeod, Inc. (Filed as
Exhibit 10.57 to Initial Form S-1 and incorporated herein
by reference).
10.58 License Agreement dated April 24, 1996 between PageMart,
Inc. and MWR Telecom, Inc. (Filed as Exhibit 10.58 to
Initial Form S-1 and incorporated herein by reference).
10.59 Assignment of Purchase Agreement dated August 15, 1996
between Ryan Properties, Inc. and McLeod, Inc. (Filed as
Exhibit 10.59 to November Form S-1 and incorporated
herein by reference).
10.60 Assignment of Purchase Agreement dated August 14, 1996
between Ryan Properties, Inc. and McLeod, Inc. (Filed as
Exhibit 10.60 to November Form S-1 and incorporated
herein by reference).
10.61 Asset Purchase Agreement dated September 4, 1996 between
Total Communication Services, Inc. and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.61 to November
Form S-1 and incorporated herein by reference).
10.62 First Amendment to Asset Purchase Agreement dated
September 30, 1996 between Total Communication Services,
Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
10.62 to November Form S-1 and incorporated herein by
reference).
10.63 McLeod, Inc. Incentive Plan. (Filed as Exhibit 10.63 to
November Form S-1 and incorporated herein by reference).
8
<PAGE>
Exhibit
Number Exhibit Description
------ -------------------
10.64 Amended and Restated Credit Agreement dated as of May 5,
1996 among Telecom*USA Publishing Group, Inc.,
Telecom*USA Publishing Company and Telecom*USA
Neighborhood Directories, Inc. and Norwest Bank Iowa,
National Association. (Filed as Exhibit 10.64 to November
Form S-1 and incorporated herein by reference).
10.65 First Amendment to Amended and Restated Credit Agreement
dated as of January 31, 1996 by and between Telecom*USA
Publishing Group, Inc., Telecom*USA Publishing Company
and Telecom*USA Neighborhood Directories, Inc. and
Norwest Bank Iowa, National Association. (Filed as
Exhibit 10.65 to November Form S-1 and incorporated
herein by reference).
10.66 Lease Agreement dated as of September 26, 1994 between
Ryan Properties, Inc. and Ruffalo, Cody & Associates,
Inc. (Filed as Exhibit 10.66 to November Form S-1 and
incorporated herein by reference).
10.67 First Lease Amendment dated as of April 12, 1995 between
Ryan Properties, Inc. and Ruffalo, Cody & Associates,
Inc. (Filed as Exhibit 10.67 to November Form S-1 and
incorporated herein by reference).
10.68 Lease Agreement dated as of July 18, 1995 between 2060
Partnership, L.P. and Telecom*USA Publishing Company.
(Filed as Exhibit 10.68 to November Form S-1 and
incorporated herein by reference).
10.69 Lease Agreement dated April 26, 1995 by and between A.M.
Henderson and Telecom*USA Publishing Company. (Filed as
Exhibit 10.69 to November Form S-1 and incorporated
herein by reference).
10.70 License Agreement dated as of April 19, 1994, between
Ameritech Information Industry Services and Telecom*USA
Publishing Company. (Filed as Exhibit 10.70 to November
Form S-1 and incorporated herein by reference).
10.71 License Agreement dated September 13, 1993 between U S
WEST Communications, Inc. and Telecom*USA Publishing
Company. (Filed as Exhibit 10.71 to November Form S-1 and
incorporated herein by reference).
10.72 Form of McLeod, Inc. Directors Stock Option Plan Option
Agreement. (Filed as Exhibit 10.72 to November Form S-1
and incorporated herein by reference).
10.73 Forms of McLeod, Inc. 1996 Employee Stock Option Plan
Incentive Stock Option Agreement. (Filed as Exhibit 10.73
to November Form S-1 and incorporated herein by
reference).
10.74 Forms of McLeod, Inc. 1996 Employee Stock Option Plan
Non-Incentive Stock Option Agreement. (Filed as Exhibit
10.74 to November Form S-1 and incorporated herein by
reference).
10.75 Option Agreement dated April 27, 1995 between Fronteer
Directory Company, Inc. and Telecom*USA Publishing
Company. (Filed as Exhibit 10.75 to November Form S-1 and
incorporated herein by reference).
10.76 Promissory Note dated May 5, 1995 between Telecom*USA
Publishing Company and Fronteer Directory Company, Inc.
(Filed as Exhibit 10.76 to November Form S-1 and
incorporated herein by reference).
9
<PAGE>
Exhibit
Number Exhibit Description
------ -------------------
10.77 Security Agreement dated May 5, 1995 between Telecom*USA
Publishing Company and Fronteer Directory Company, Inc.
(Filed as Exhibit 10.77 to November Form S-1 and
incorporated herein by reference).
10.78 Design/Build Construction Contract dated September 17,
1996 between Ryan Construction Company of Minnesota, Inc.
and McLeod, Inc. (Filed as Exhibit 10.78 to November Form
S-1 and incorporated herein by reference).
10.79 Guaranty Agreement dated as of October 17, 1996 by
McLeod, Inc. in favor of Kirkwood Community College.
(Filed as Exhibit 10.79 to November Form S-1 and
incorporated herein by reference).
10.80 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod Telemanagement, Inc. (Filed as Exhibit 10.80 to
November Form S-1 and incorporated herein by reference).
10.81 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod Telecommunications, Inc. (Filed as Exhibit 10.81
to November Form S-1 and incorporated herein by
reference).
10.82 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod Network Services, Inc. (Filed as Exhibit 10.82 to
November Form S-1 and incorporated herein by reference).
10.83 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod, Inc. (Filed as Exhibit 10.83 to November Form S-1
and incorporated herein by reference).
10.84 Change Order No. 1 to the Construction Services Agreement
dated November 22, 1995 by and between MWR TeIecom, Inc.
and MFS Network Technologies, Inc. (Filed as Exhibit
10.84 to November Form S-1 and incorporated herein by
reference).
10.85 Change Order No. 2 to the Construction Services Agreement
dated August 14, 1996 between MWR Telecom, Inc. and MFS
Network Technologies, Inc. (Filed as Exhibit 10.85 to
November Form S-1 and incorporated herein by reference).
10.86 Change Order No. 3 to the Construction Services Agreement
dated October 31, 1996 between MWR Telecom, Inc. and MFS
Network Technologies, Inc. (Filed as Exhibit 10.86 to
November Form S-1 and incorporated herein by reference).
10.87 Independent Contractor Sales Agreement dated May, 1995
between Sprint Communications Company L.P. and Ruffalo,
Cody & Associates, Inc. (Filed as Exhibit 10.87 to
November Form S-1 and incorporated herein by reference).
10.88 Second Amendment to Asset Purchase Agreement dated
October 31, 1996 between Total Communication Services,
Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
10.88 to November Form S-1 and incorporated herein by
reference)
10.89 Escrow Agreement dated July 15, 1996 among McLeod, Inc.,
certain shareholders of Ruffalo, Cody & Associates, Inc.,
Albert P. Ruffalo and Norwest Bank N.A. (Filed as Exhibit
10.89 to November Form S-1 and incorporated herein by
reference).
*10.90 Sale and Purchase Agreement dated January 27, 1997 among
McLeodUSA Publishing Company, Fronteer Financial
Holdings, Ltd., Classified Directories, Inc., Larry A.
Scott, James Greff, Randall L. Gowin and Edwin Dressler
and certain directors, officers and shareholders of
Fronteer Financial Holdings, Ltd.
10
<PAGE>
Exhibit
Number Exhibit Description
------ -------------------
*10.91 Sale and Purchase Agreement dated February 27, 1997 among
McLeodUSA Publishing Company, Indiana Directories, Inc.,
John Morgan, Hank Meijer, Jack Hendricks, Brad Nelson and
Talking Directories, Inc.
*10.92 Amendment to Sale and Purchase Agreement dated February
28, 1997 between McLeodUSA Publishing Company and Indiana
Directories, Inc.
*10.93 Ameritech Centrex Service Confirmation of Service Orders
dated August 21, 1996 between McLeod Telemanagement, Inc.
and Ameritech Information Industry Services.
++10.94 Amended and Restated Program Enrollment Terms dated
November 1, 1996 between WorldCom Network Services, Inc.
d/b/a WilTel and McLeod Telemanagement, Inc.
*11.1 Statement regarding Computation of Per Share Earnings.
*16.1 Letter regarding Change in Certifying Accountant.
*21.1 Subsidiaries of McLeod, Inc.
*23.1 Consent of McGladrey & Pullen, LLP.
*27.1 Financial Data Schedule.
99.1 Purchase Agreement dated as of August 15, 1996 between
Iowa Land and Building Company and Ryan Properties, Inc.
(Filed as Exhibit 99.1 to November Form S-1 and
incorporated herein by reference).
99.2 Purchase Agreement dated as of June 28, 1996 between
Donald E. Zvacek, Dennis E. Zvacek and Robert J. Zvacek
and Ryan Properties, Inc. (Filed as Exhibit 99.2 to
November Form S-1 and incorporated herein by reference).
- ---------------
* Filed with the Form 10-K that was filed on March 31, 1997.
+ Confidential treatment has been granted. The copy filed as an exhibit
omits the information subject to the confidential treatment request.
++ Confidential treatment has been requested with regard to certain provisions
of this exhibit. The copy filed as an exhibit omits the information subject
to the confidential treatment request.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
McLEOD, INC.
By /s/ Casey D. Mahon
-----------------------
Casey D. Mahon
Senior Vice President, General Counsel
and Secretary
April 4, 1997
12
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<S> <C>
2.1 Agreement and Plan of Reorganization dated April 28, 1995 among
Midwest Capital Group Inc., MWR Telecom, Inc. and McLeod, Inc. (Filed
as Exhibit 2.1 to Registration Statement on Form S-1, File No. 333-
3112 ("Initial Form S-1"), and incorporated herein by reference).
2.2 Agreement and Plan of Reorganization dated as of July 12, 1996 among
Ruffalo, Cody & Associates, Inc., certain shareholders of Ruffalo,
Cody & Associates, Inc. and McLeod, Inc. (Filed as Exhibit 2 to
Current Report on Form 8-K, File No. 0-20763, filed with the
Commission on July 29, 1996 and incorporated herein by reference).
2.3 Agreement and Plan of Reorganization dated as of August 15, 1996 among
Telecom*USA Publishing Group, Inc. and McLeod, Inc. (Filed as Exhibit
2 to Current Report on Form 8-K, File No. 0-20763, filed with the
Commission on August 26, 1996 and incorporated herein by reference).
2.4 Agreement and Plan of Reorganization dated as of January 27, 1997
among McLeod, Inc., Digital Communications of Iowa, Inc., Clark E.
McLeod and Mary E. McLeod. (Filed as Exhibit 2 to Current Report on
Form 8-K, File No. 0-20763, filed with the Commission on February 24,
1997 and incorporated herein by reference).
3.1 Amended and Restated Certificate of Incorporation of McLeod, Inc.
(Filed as Exhibit 3.1 to Initial Form S-1 and incorporated herein by
reference).
3.2 Amended and Restated Bylaws of McLeod, Inc. (Filed as Exhibit 3.2 to
Registration Statement on Form S-1, File No. 333-13885 ("November Form
S-1"), and incorporated herein by reference).
4.1 Form of Class A Common Stock Certificate of McLeod, Inc. (Filed as
Exhibit 4.1 to Initial Form S-1 and incorporated herein by reference).
*4.2 Indenture dated March 4, 1997 between McLeod, Inc. and United States
Trust Company of New York, as Trustee, relating to the 10 1/2% Senior
Discount Notes Due 2007 of McLeod, Inc.
*4.3 Initial Global 10 1/2% Senior Discount Note Due March 1, 2007 of
McLeod, Inc., dated March 4, 1997.
*4.4 Form of Certificated 10 1/2% Senior Discount Note Due March 1, 2007 of
McLeod, Inc.
*4.5 Registration Agreement dated March 4, 1997 among McLeod, Inc., Salomon
Brothers Inc and Morgan Stanley & Co. Incorporated.
4.6 Investor Agreement dated as of April 1, 1996 among McLeod, Inc., IES
Investments Inc., Midwest Capital Group Inc., MWR Investments Inc.,
Clark and Mary McLeod, and certain other stockholders. (Filed as
Exhibit 4.8 to Initial Form S-1 and incorporated herein by reference).
4.7 Amendment No. 1 to Investor Agreement dated as of October 23, 1996 by
and among McLeod, Inc., IES Investments Inc., Midwest Capital Group
Inc., MWR Investments Inc., Clark E. McLeod and Mary E. McLeod. (Filed
as Exhibit 4.3 to November Form S-1 and incorporated herein by
reference).
10.1 Credit Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod
Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago.
(Filed as Exhibit 10.1 to Initial Form S-1 and incorporated herein by
reference).
</TABLE>
<PAGE>
Exhibit
Number Exhibit Description
------- -------------------
10.2 First Amendment to Credit Agreement dated as of June 17, 1994 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.2 to Initial Form S-1 and incorporated
herein by reference).
10.3 Second Amendment to Credit Agreement dated as of December 1, 1994
among McLeod, Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.3 to Initial Form S-1
and incorporated herein by reference).
10.4 Third Amendment to Credit Agreement dated as of May 31, 1995 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.4 to Initial Form S-1
and incorporated herein by reference).
10.5 Fourth Amendment to Credit Agreement dated as of July 28, 1995 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.5 to Initial Form S-1
and incorporated herein by reference).
10.6 Fifth Amendment to Credit Agreement dated as of October 18, 1995 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.6 to Initial Form S-1
and incorporated herein by reference).
10.7 Sixth Amendment to Credit Agreement dated as of March 29, 1996 among
McLeod, Inc., McLeod Network Services, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First National
Bank of Chicago. (Filed as Exhibit 10.7 to Initial Form S-1 and
incorporated herein by reference).
10.8 Security Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod
Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago.
(Filed as Exhibit 10.8 to Initial Form S-1 and incorporated herein by
reference).
10.9 First Amendment to Security Agreement dated as of December 1, 1994
among McLeod, Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.9 to Initial Form S-1
and incorporated herein by reference).
10.10 Support Agreement dated as of December 1, 1994 among IES Diversified
Inc., McLeod, Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.10 to Initial Form S-1
and incorporated herein by reference).
10.11 Agreement Regarding Support Agreement dated December 1994 between
McLeod, Inc. and IES Diversified Inc. (Filed as Exhibit 10.11 to
Initial Form S-1 and incorporated herein by reference).
10.12 Agreement Regarding Guarantee dated May 16, 1994 between McLeod, Inc.
and IES Diversified Inc. (Filed as Exhibit 10.12 to Initial Form S-1
and incorporated herein by reference).
10.13 Joinder to and Assumption of Credit Agreement dated as of April 28,
1995 between McLeod Merging Co. and The First National Bank of
Chicago. (Filed as Exhibit 10.13 to Initial Form S-1 and incorporated
herein by reference).
2
<PAGE>
Exhibit
Number Exhibit Description
------- -------------------
10.14 Joinder to and Assumption of Security Agreement dated as of April 28,
1995 between McLeod Merging Co. and The First National Bank of
Chicago. (Filed as Exhibit 10.14 to Initial Form S-1 and incorporated
herein by reference).
10.15 Letter from The First National Bank of Chicago to James L. Cram dated
April 28, 1995 regarding extension of the termination date under the
Credit Agreement. (Filed as Exhibit 10.15 to Initial Form S-1 and
incorporated herein by reference).
10.16 Credit Agreement dated as of March 29, 1996 among McLeod, Inc., McLeod
Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. MWR Telecom, Inc. and The First National Bank
of Chicago. (Filed as Exhibit 10.16 to Initial Form S-1 and
incorporated herein by reference).
10.17 Agreement for Construction Related Services dated as of October 17,
1995 between City Signal Fiber Services, Inc. and McLeod Network
Services, Inc. (Filed as Exhibit 10.17 to Initial Form S-1 and
incorporated herein by reference).
10.18 Construction Services Agreement dated March 27, 1996 between City
Signal Fiber Services, Inc. and McLeod Network Services, Inc. (Filed
as Exhibit 10.18 to Initial Form S-1 and incorporated herein by
reference).
10.19 Fiber Optic Use Agreement dated as of February 14, 1996 between McLeod
Network Services, Inc. and Galaxy Telecom, L.P. (Filed as Exhibit
10.19 to Initial Form S-1 and incorporated herein by reference).
10.20 Agreement dated as of July 11, 1994 between McLeod Network Services,
Inc. and KLK Construction. (Filed as Exhibit 10.20 to Initial Form S-1
and incorporated herein by reference).
10.21 Lease Agreement dated September 5, 1995 between State of Iowa and MWR
Telecom, Inc. (Filed as Exhibit 10.21 to Initial Form S-1 and
incorporated herein by reference).
10.22 Lease Agreement dated September 5, 1995 between State of Iowa and
McLeod Network Services, Inc. (Filed as Exhibit 10.22 to Initial Form
S-1 and incorporated herein by reference).
10.23 Contract dated September 5, 1995 between Iowa Telecommunications and
Technology Commission and MWR Telecom, Inc. (Filed as Exhibit 10.23 to
Initial Form S-1 and incorporated herein by reference).
10.24 Contract dated June 27, 1995 between Iowa National Guard and McLeod
Network Services, Inc. (Filed as Exhibit 10.24 to Initial Form S-1 and
incorporated herein by reference).
10.25 Addendum Number One to Contract dated September 5, 1995 between Iowa
National Guard and McLeod Network Services, Inc. (Filed as Exhibit
10.25 to Initial Form S-1 and incorporated herein by reference).
10.26 U S WEST Centrex Plus Service Rate Stability Plan dated October 15,
1993 between McLeod Telemanagement, Inc. and U S WEST Communications,
Inc. (Filed as Exhibit 10.26 to Initial Form S-1 and incorporated
herein by reference).
10.27 U S WEST Centrex Plus Service Rate Stability Plan dated July 17, 1993
between McLeod Telemanagement, Inc. and U S WEST Communications, Inc.
(Filed as Exhibit 10.27 to Initial Form S-1 and incorporated herein by
reference).
3
<PAGE>
Exhibit
Number Exhibit Description
------- -------------------
10.28 Ameritech Centrex Service Confirmation of Service Orders dated various
dates in 1994, 1995 and 1996 between McLeod Telemanagement, Inc. and
Ameritech Information Industry Services. (Filed as Exhibit 10.28 to
Initial Form S-1 and incorporated herein by reference).
10.29 Lease Agreement dated as of December 28, 1993 between 2060 Partnership
and McLeod Telemanagement, Inc., as amended by Amendments First to
Ninth dated as of July 3, 1994, March 25, 1994, June 22, 1994, August
12, 1994, September 12, 1994, September 20, 1994, November 16, 1994,
September 20, 1995 and January 6, 1996, respectively. (Filed as
Exhibit 10.29 to Initial Form S-1 and incorporated herein by
reference).
10.30 Lease Agreement dated as of May 24, 1995 between 2060 Partnership and
McLeod Telemanagement, Inc. (Filed as Exhibit 10.30 to Initial Form
S-1 and incorporated herein by reference).
10.31 Lease Agreement dated October 31, 1995 between I.R.F.B. Joint Venture
and McLeod Telemanagement, Inc. (Filed as Exhibit 10.31 to Initial
Form S-1 and incorporated herein by reference).
10.32 First Amendment to Lease Agreement dated as of November 20, 1995
between I.R.F.B. Joint Venture and McLeod Telemanagement, Inc. (Filed
as Exhibit 10.32 to Initial Form S-1 and incorporated herein by
reference).
10.33 Uniform Purchase Agreement dated July 22, 1993 between McLeod, Inc.
and Hill's Maple Crest Farms Partnership. (Filed as Exhibit 10.33 to
Initial Form S-1 and incorporated herein by reference).
10.34 Master Right-of-Way Agreement dated July 27, 1994 between McLeod
Network Services, Inc. and IES Industries Inc. (Filed as Exhibit 10.34
to Initial Form S-1 and incorporated herein by reference).
10.35 Master Right-of-Way and Tower Use Agreement dated February 13, 1996
between IES Industries Inc. and McLeod, Inc. (Filed as Exhibit 10.35
to Initial Form S-1 and incorporated herein by reference).
10.36 Master Pole, Duct and Tower Use Agreement dated February 20, 1996
between MidAmerican Energy Company and McLeod, Inc. (Iowa and South
Dakota). (Filed as Exhibit 10.36 to Initial Form S-1 and incorporated
herein by reference).
10.37 Master Pole, Duct and Tower Use Agreement dated February 20, 1996
between MidAmerican Energy Company and McLeod, Inc. (Illinois). (Filed
as Exhibit 10.37 to Initial Form S-1 and incorporated herein by
reference).
10.38 Settlement Agreement dated March 18, 1996 between U S WEST
Communications, Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
10.38 to Initial Form S-1 and incorporated herein by reference).
10.39 Agreement dated August 4, 1995 between Vadacom, Inc. and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.39 to Initial Form S-1 and
incorporated herein by reference).
10.40 McLeod Telecommunications, Inc. 1992 Incentive Stock Option Plan.
(Filed as Exhibit 10.40 to Initial Form S-1 and incorporated herein by
reference).
10.41 McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as Exhibit 10.41
to Initial Form S-1 and incorporated herein by reference).
10.42 McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as Exhibit 10.42
to Initial Form S-1 and incorporated herein by reference).
4
<PAGE>
Exhibit
Number Exhibit Description
------- -------------------
10.43 McLeod Telecommunications, Inc. Director Stock Option Plan. (Filed as
Exhibit 10.43 to Initial Form S-1 and incorporated herein by
reference).
10.44 Promissory Note dated July 18, 1995 between Kirk E. Kaalberg and
McLeod, Inc. (Filed as Exhibit 10.44 to Initial Form S-1 and
incorporated herein by reference).
10.45 Promissory Note dated March 29, 1996 between Stephen K. Brandenburg
and McLeod, Inc. (Filed as Exhibit 10.45 to Initial Form S-1 and
incorporated herein by reference).
10.46 Agreement dated April 28, 1995 among McLeod, Inc., McLeod
Telecommunications, Inc., McLeod Telemanagement, Inc., McLeod Network
Services, Inc. and Clark E. McLeod. (Filed as Exhibit 10.46 to Initial
Form S-1 and incorporated herein by reference).
+10.47 Telecommunications Services Agreement dated March 14, 1994 between
WilTel, Inc. and McLeod Telemanagement, Inc., as amended. (Filed as
Exhibit 10.47 to Initial Form S-1 and incorporated herein by
reference).
10.48 Amendment to Contract Addendum A to Contract No. 2102 dated March 31,
1993 between the Iowa Department of General Services and McLeod
Telecommunications, Inc. (Filed as Exhibit 10.48 to Initial Form S-1
and incorporated herein by reference).
10.49 Construction Services Agreement dated June 30, 1995 between MFS
Network Technologies, Inc. and MWR Telecom, Inc. (Filed as Exhibit
10.49 to Initial Form S-1 and incorporated herein by reference).
10.50 First Amendment to Agreement Regarding Support Agreement dated May 14,
1996 among McLeod, Inc., IES Diversified Inc. and IES Investments Inc.
(Filed as Exhibit 10.50 to Initial Form S-1 and incorporated herein by
reference).
10.51 First Amendment to Agreement Regarding Guarantee dated May 14, 1996
among McLeod, Inc., IES Diversified Inc. and IES Investments Inc.
(Filed as Exhibit 10.51 to Initial Form S-1 and incorporated herein by
reference).
10.52 Amended and Restated Directors Stock Option Plan of McLeod, Inc.
(Filed as Exhibit 10.52 to Initial Form S-1 and incorporated herein by
reference).
10.53 Forms of Employment, Confidentiality and Non-Competition Agreement
between McLeod, Inc. and certain employees of McLeod, Inc. (Filed as
Exhibit 10.53 to Initial Form S-1 and incorporated herein by
reference).
10.54 Form of Change-of-Control Agreement between McLeod, Inc. and certain
employees of McLeod, Inc. (Filed as Exhibit 10.54 to Initial Form S-1
and incorporated herein by reference).
10.55 McLeod, Inc. 1996 Employee Stock Option Plan, as amended. (Filed as
Exhibit 10.55 to November Form S-1 and incorporated herein by
reference).
*10.56 McLeod, Inc. Employee Stock Purchase Plan, as amended.
10.57 Form of Indemnity Agreement between McLeod, Inc. and certain officers
and directors of McLeod, Inc. (Filed as Exhibit 10.57 to Initial Form
S-1 and incorporated herein by reference).
10.58 License Agreement dated April 24, 1996 between PageMart, Inc. and MWR
Telecom, Inc. (Filed as Exhibit 10.58 to Initial Form S-1 and
incorporated herein by reference).
5
<PAGE>
Exhibit
Number Exhibit Description
------- -------------------
10.59 Assignment of Purchase Agreement dated August 15, 1996 between Ryan
Properties, Inc. and McLeod, Inc. (Filed as Exhibit 10.59 to November
Form S-1 and incorporated herein by reference).
10.60 Assignment of Purchase Agreement dated August 14, 1996 between Ryan
Properties, Inc. and McLeod, Inc. (Filed as Exhibit 10.60 to November
Form S-1 and incorporated herein by reference).
10.61 Asset Purchase Agreement dated September 4, 1996 between Total
Communication Services, Inc. and McLeod Telemanagement, Inc. (Filed as
Exhibit 10.61 to November Form S-1 and incorporated herein by
reference).
10.62 First Amendment to Asset Purchase Agreement dated September 30, 1996
between Total Communication Services, Inc. and McLeod Telemanagement,
Inc. (Filed as Exhibit 10.62 to November Form S-1 and incorporated
herein by reference).
10.63 McLeod, Inc. Incentive Plan. (Filed as Exhibit 10.63 to November Form
S-1 and incorporated herein by reference).
10.64 Amended and Restated Credit Agreement dated as of May 5, 1996 among
Teleco*USA Publishing Group, Inc., Telecom*USA Publishing Company and
Telecom*USA Neighborhood Directories, Inc. and Norwest Bank Iowa,
National Association. (Filed as Exhibit 10.64 to November Form S-1 and
incorporated herein by reference).
10.65 First Amendment to Amended and Restated Credit Agreement dated as of
January 31, 1996 by and between Telecom*USA Publishing Group, Inc.,
Telecom*USA Publishing Company and Telecom*USA Neighborhood
Directories, Inc. and Norwest Bank Iowa, National Association. (Filed
as Exhibit 10.65 to November Form S-1 and incorporated herein by
reference).
10.66 Lease Agreement dated as of September 26, 1994 between Ryan
Properties, Inc. and Ruffalo, Cody & Associates, Inc. (Filed as
Exhibit 10.66 to November Form S-1 and incorporated herein by
reference).
10.67 First Lease Amendment dated as of April 12, 1995 between Ryan
Properties, Inc. and Ruffalo, Cody & Associates, Inc. (Filed as
Exhibit 10.67 to November Form S-1 and incorporated herein by
reference).
10.68 Lease Agreement dated as of July 18, 1995 between 2060 Partnership,
L.P. and Telecom*USA Publishing Company. (Filed as Exhibit 10.68 to
November Form S-1 and incorporated herein by reference).
10.69 Lease Agreement dated April 26, 1995 by and between A.M. Henderson and
Telecom*USA Publishing Company. (Filed as Exhibit 10.69 to November
Form S-1 and incorporated herein by reference).
10.70 License Agreement dated as of April 19, 1994, between Ameritech
Information Industry Services and Telecom*USA Publishing Company.
(Filed as Exhibit 10.70 to November Form S-1 and incorporated herein
by reference).
10.71 License Agreement dated September 13, 1993 between U S WEST
Communications, Inc. and Telecom*USA Publishing Company. (Filed as
Exhibit 10.71 to November Form S-1 and incorporated herein by
reference).
10.72 Form of McLeod, Inc. Directors Stock Option Plan Option Agreement.
(Filed as Exhibit 10.72 to November Form S-1 and incorporated herein
by reference).
6
<PAGE>
Exhibit
Number Exhibit Description
------- -------------------
10.73 Forms of McLeod, Inc. 1996 Employee Stock Option Plan Incentive Stock
Option Agreement. (Filed as Exhibit 10.73 to November Form S-1 and
incorporated herein by reference).
10.74 Forms of McLeod, Inc. 1996 Employee Stock Option Plan Non-Incentive
Stock Option Agreement. (Filed as Exhibit 10.74 to November Form S-1
and incorporated herein by reference).
10.75 Option Agreement dated April 27, 1995 between Fronteer Directory
Company, Inc. and Telecom*USA Publishing Company. (Filed as Exhibit
10.75 to November Form S-1 and incorporated herein by reference).
10.76 Promissory Note dated May 5, 1995 between Telecom*USA Publishing
Company and Fronteer Directory Company, Inc. (Filed as Exhibit 10.76
to November Form S-1 and incorporated herein by reference).
10.77 Security Agreement dated May 5, 1995 between Telecom*USA Publishing
Company and Fronteer Directory Company, Inc. (Filed as Exhibit 10.77
to November Form S-1 and incorporated herein by reference).
10.78 Design/Build Construction Contract dated September 17, 1996 between
Ryan Construction Company of Minnesota, Inc. and McLeod, Inc. (Filed
as Exhibit 10.78 to November Form S-1 and incorporated herein by
reference).
10.79 Guaranty Agreement dated as of October 17, 1996 by McLeod, Inc. in
favor of Kirkwood Community College. (Filed as Exhibit 10.79 to
November Form S-1 and incorporated herein by reference).
10.80 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod Telemanagement, Inc.
(Filed as Exhibit 10.80 to November Form S-1 and incorporated herein
by reference).
10.81 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod Telecommunications, Inc.
(Filed as Exhibit 10.81 to November Form S-1 and incorporated herein
by reference).
10.82 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod Network Services, Inc.
(Filed as Exhibit 10.82 to November Form S-1 and incorporated herein
by reference).
10.83 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod, Inc. (Filed as Exhibit
10.83 to November Form S-1 and incorporated herein by reference).
10.84 Change Order No. 1 to the Construction Services Agreement dated
November 22, 1995 by and between MWR TeIecom, Inc. and MFS Network
Technologies, Inc. (Filed as Exhibit 10.84 to November Form S-1 and
incorporated herein by reference).
10.85 Change Order No. 2 to the Construction Services Agreement dated August
14, 1996 between MWR Telecom, Inc. and MFS Network Technologies, Inc.
(Filed as Exhibit 10.85 to November Form S-1 and incorporated herein
by reference).
10.86 Change Order No. 3 to the Construction Services Agreement dated
October 31, 1996 between MWR Telecom, Inc. and MFS Network
Technologies, Inc. (Filed as Exhibit 10.86 to November Form S-1 and
incorporated herein by reference).
10.87 Independent Contractor Sales Agreement dated May, 1995 between Sprint
Communications Company L.P. and Ruffalo, Cody & Associates, Inc.
(Filed as Exhibit 10.87 to November Form S-1 and incorporated herein
by reference).
7
<PAGE>
Exhibit
Number Exhibit Description
------- -------------------
10.88 Second Amendment to Asset Purchase Agreement dated October 31, 1996
between Total Communication Services, Inc. and McLeod Telemanagement,
Inc. (Filed as Exhibit 10.88 to November Form S-1 and incorporated
herein by reference)
10.89 Escrow Agreement dated July 15, 1996 among McLeod, Inc., certain
shareholders of Ruffalo, Cody & Associates, Inc., Albert P. Ruffalo
and Norwest Bank N.A. (Filed as Exhibit 10.89 to November Form S-1 and
incorporated herein by reference).
*10.90 Sale and Purchase Agreement dated January 27, 1997 among McLeodUSA
Publishing Company, Fronteer Financial Holdings, Ltd., Classified
Directories, Inc., Larry A. Scott, James Greff, Randall L. Gowin and
Edwin Dressler and certain directors, officers and shareholders of
Fronteer Financial Holdings, Ltd.
*10.91 Sale and Purchase Agreement dated February 27, 1997 among McLeodUSA
Publishing Company, Indiana Directories, Inc., John Morgan, Hank
Meijer, Jack Hendricks, Brad Nelson and Talking Directories, Inc.
*10.92 Amendment to Sale and Purchase Agreement dated February 28, 1997
between McLeodUSA Publishing Company and Indiana Directories, Inc.
*10.93 Ameritech Centrex Service Confirmation of Service Orders dated
August 21, 1996 between McLeod Telemanagement, Inc. and Ameritech
Information Industry Services.
++10.94 Amended and Restated Program Enrollment Terms dated November 1, 1996
between WorldCom Network Services, Inc. d/b/a WilTel and McLeod
Telemanagement, Inc.
*11.1 Statement regarding Computation of Per Share Earnings.
*16.1 Letter regarding Change in Certifying Accountant.
*21.1 Subsidiaries of McLeod, Inc.
*23.1 Consent of McGladrey & Pullen, LLP.
*27.1 Financial Data Schedule.
99.1 Purchase Agreement dated as of August 15, 1996 between Iowa Land and
Building Company and Ryan Properties, Inc. (Filed as Exhibit 99.1 to
November Form S-1 and incorporated herein by reference).
99.2 Purchase Agreement dated as of June 28, 1996 between Donald E. Zvacek,
Dennis E. Zvacek and Robert J. Zvacek and Ryan Properties, Inc. (Filed
as Exhibit 99.2 to November Form S-1 and incorporated herein by
reference).
- -----------------
* Filed with the Form 10-K that was filed on March 31, 1997.
+ Confidential treatment has been granted. The copy filed as an exhibit
omits the information subject to the confidential treatment request.
++ Confidential treatment has been requested with regard to certain
provisions of this exhibit. The copy filed as an exhibit omits the
information subject to the confidential treatment request.
8
<PAGE>
EXHIBIT 10.94
***Portions of this exhibit marked by brackets ("[_______]") or otherwise
identified have been omitted pursuant to a request for confidential treatment.
The omitted portions have been filed separately with the Securities and Exchange
Commission.***
WILMAX UNIVERSAL/TM/
AMENDED AND RESTATED
PROGRAM ENROLLMENT TERMS
------------------------
These Amended and Restated Program Enrollment Terms (the "PET") are
made this 1st day of November, 1996 (the "Effective Date"), by and between
WorldCom Network Services, Inc. d/b/a WilTel ("WilTel") and McLeod
Telemanagement, Inc. and its wholly owned subsidiaries (collectively referred to
herein as "Customer") and are a part of their agreement for switched services,
more particularly identified as TSA#MCL-940211 (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 they previously executed
those certain Amended and Restated Program Enrollment Terms (the "Prior
PET") to the Agreement dated June 1, 1995, as well as, the Pricing Exhibit
(the "Prior Pricing Exhibit"), and Service Schedule (the "Existing Service
Schedule") to the Agreement both of which are dated March 14, 1994. As of
the Effective Date the parties agree that the Prior PET and the Prior
Pricing Exhibit shall be canceled in their entirety and of no further force
or effect with the exception of certain accrued obligations arising under
the Prior PET such as the payment of money or application of credits
accruing prior to the Effective Date. Further, as of the Effective Date,
all Service currently being provided Customer under the Agreement will be
provisioned and maintained by WilTel taking into account the terms and
conditions of this Amended PET and the Existing Service Schedule.
2. SERVICE TERM: The Service Term shall commence as of the Effective Date
stated above and shall continue for a period of Sixty-four (64) Months
through February 1, 2002 (the "Service Term"). Upon the expiration of the
Service Term, the Service in question will continue to be provided pursuant
to the same terms and conditions as are then in effect (including without
limitation, the applicable rates and discounts then in effect), subject to
termination by either party upon thirty (30) days prior written notice to
the other party. 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:
(A) Commencing with the Effective Date and continuing through the end of
the Service Term (including any applicable extensions thereto), Customer's
---------
discount (the "Discount") will be as determined under this Subsection 2(A)
taking into account any increase as described in Subsection 2(B) below.
The Discount is based on the number of months contained in the Service Term
divided by 12. If the number of months is less than 12, the month-to-month
(MTM) discounts shall
8/01/96 Page 1 of 11 CONFIDENTIAL
------------
<PAGE>
apply. 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. Throughout the Service Term including any applicable
extensions thereto, Customer will automatically receive the next higher
discount when Customer's eligible Monthly Revenue reaches the next level.
<TABLE>
<CAPTION>
SERVICE TERM
Monthly Revenue (a) MTM 1-YR 2-YR 3-YR
------------------------ ----- ---- ---- ----
<C> <S> <C> <C> <C>
$ 0 - $ 9,999(b) [____] [____] [____] [____]
$ 10,000 - $ 49,999 [____] [____] [____] [____]
$ 50,000 - $ 99,999 [____] [____] [____] [____]
$ 100,000 - $249,999 [____] [____] [____] [____]
$ 250,000 - $499,999 [____] [____] [____] [____]
$ 500,000 - $749,999 [____] [____] [____] [____]
$ 750,000 - $999,999 [____] [____] [____] [____]
$1,000,000+ [____] [____] [____] [____]
</TABLE>
(a) For purposes of this Agreement, "Monthly Revenue" will include all of
Customer's gross measured and per call Switched Service charges (i.e.,
Directory Assistance and both Domestic and International) plus (i) three
(3) times Customer's first [______] recurring monthly Private Line
Interexchange Service charges (i.e., both Domestic and International) from
WilTel, (ii) two (2) times Customer's second [______] recurring monthly
Private Line Interexchange Service charges (i.e., both Domestic and
International) from WilTel, and (iii) Customer's recurring monthly Private
Line Interexchange Service charges (i.e., both Domestic and International)
from WilTel in excess of [______] . Monthly Revenue shall exclude 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 or Switched Service charges.
(b) If Customer's Monthly Revenue is less than [______] , Customer must
maintain at least 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.
(B) If Customer's Minimum Commitment (as described in Section 3 below) is
equal to or greater than [______] , all of the percentages shown in the
Discount Schedule above will be increased by the following amounts based on
Customer's Minimum Commitment.
If Customer's Minimum The applicable percentages
Commitment is at least will be increased by
------------------------ --------------------------
[______] [______]
[______] [______]
[______] [______]
[______] [______]
[______] [______]
[______] [______]
8/01/96 Page 2 of 11 CONFIDENTIAL
------------
<PAGE>
EXAMPLE: Assume Customer's Minimum commitment is $250,000 and the
Service Term is twenty-four (24) months. Commencing with the Effective
Date and continuing through the end of the Service Term (including any
applicable extensions thereto), Customer's applicable discount percentage
will be [_________] if Customer's actual Monthly Revenue is less than
[_________]; [_________] if Customer's actual Monthly Revenue is between
[_________] and [________], inclusive; [_________] if Customer's actual
Monthly Revenue is between [_________] and [_________], inclusive; and
[_________] if Customer's actual Monthly Revenue is equal to or greater
than [_________].
4. CUSTOMER'S MINIMUM REVENUE COMMITMENT: Commencing as of February 1, 1997
and continuing through the remainder of the Service Term and any extension
thereto, (the "Commitment Period"), Customer agrees to maintain, on a take-
or-pay basis subject to Section 10, Monthly Revenue of at least [_________]
("Customer's Minimum Revenue Commitment").
5. DEFICIENCY CHARGE: In the event Customer does not maintain Customer's
Minimum Revenue Commitment in any month during the Commitment Period, then
for those month(s) only, Customer will pay WilTel the difference between
Customer's Minimum Revenue Commitment and Customer's actual Monthly Revenue
as described in Section 3 (the "Deficiency Charge"). The Deficiency Charge
will be due at the same time payment is due for Service provided to
Customer, or immediately in an amount equal to Customer's Minimum Revenue
Commitment for the unexpired portion of the Service Term, if (i) Customer
cancels all circuits comprising all Service Interconnections as described
in the Service Schedules, or (ii) WilTel terminates this Agreement based on
Customer's default.
EXAMPLE: Customer's Minimum Revenue Commitment is $500,000 and
Customer's actual Monthly Revenue as described in Section 2 for one month
during the Commitment Period is $430,000 (determined on a gross basis).
The Deficiency charge for that month will be $70,000 which will be due at
the same time payment is due for Services provided by WilTel in that
month.
6. APPLICATION OF DISCOUNTS:
(A) After determining Customer's applicable discount percentage based on
the Discount Schedule described in Section 2 above, the applicable
percentage will be applied to Monthly Revenues comprised of Customer's
Interstate (including Alaska, Hawaii, the United States Virgin Islands and
----------
Puerto Rico unless otherwise noted herein) measured usage charges (which
includes 1+ and 800 usage, whether switched access or dedicated access or
travel card usage).
(B) During the Service Term of the Agreement, accumulated credits derived
from the applicable Discounts will be applied in arrears commencing with
the first day of the month following the Effective Date, that is, the
Discount will be applied to Customer's measured usage charges for the
preceding month (the "Discount Period"). The initial Discount Period shall
include any partial calendar month following Start of Service, or such
other time basis as may be mutually determined by the parties.
8/01/96 Page 3 of 11 CONFIDENTIAL
------------
<PAGE>
(C) 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 Switched Service for the calendar month next following
the completion of each Discount Period, provided Customer has paid
--------
undisputed charges (including any late fees, if applicable) for that month
and has not otherwise been subject to a Suspension Notice in accordance
with the Agreement. Failure of Customer to comply with the foregoing
provision shall entitle WilTel to withhold any credit due Customer for the
Discount Period in question until such charges (including late fees) have
been paid in full.
7. RATES:
(A) TERMINATION Service
(i) Interstate Rates Per Minute
[______] Day, [______] Nonday within the 48 contiguous United
States except with respect to termination in the SUPERSAVER LATAs
described below.
(ii) Interstate Extended Rates Per Minute
SEE the DEDICATED ACCESS Service Extended Rates described in
Subsection 6(D) below.
(iii) Interstate SUPERSAVER Rates Per Minute
[______] Day, [______] Nonday. These rates are only available
and only apply to Interstate TERMINATION Service calls to the
SUPERSAVER LATAs set forth on Schedule 1 attached hereto (i.e.,
Intrastate TERMINATION Service calls will not be subject to
SUPERSAVER Rates).
(iv) Intrastate Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE the DEDICATED ACCESS Service Intrastate rates shown on
Schedule 2 attached hereto.
(v) International (excluding Canada and Mexico) Rates Per Minute (NOT
SUBJECT TO DISCOUNT)
SEE DEDICATED ACCESS Service International rates shown on
Schedule 5 attached hereto. [Note: The applicable "Rate Plan"
will be as determined under Section 8 below.]
(vi) Canada and Mexico Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE the DEDICATED ACCESS Service Canada and Mexico rates shown on
Schedule 3 attached hereto.
8/01/96 Page 4 of 11 CONFIDENTIAL
------------
<PAGE>
(B) 800 ORIGINATION Service
(i) Interstate Rates Per Minute
[______] Day, [______] Nonday within the 48 contiguous United
States.
(ii) Interstate Extended Rates Per Minute
SEE the DEDICATED ACCESS Service rates described in Subsection
6(D) below.
(iii) Intrastate Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE DEDICATED ACCESS Service Intrastate Rates shown on Schedule 2
attached hereto.
(v) Canada Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE the DEDICATED ACCESS Service Mexico and Canada rates shown on
Schedule 3 attached hereto.
(C) SWITCHED ACCESS Service
(i) Interstate Rates Per Minute
[______] Day, [______] Nonday within the 48 contiguous United
States.
(ii) Interstate (1+) Extended Rates Per Minute
[_____] Day, [_____] Nonday from the 48 contiguous United States
to Hawaii.
[______] Day, [______] Nonday from the 48 contiguous United
States to Alaska, Puerto Rico and the United States Virgin
Islands.
[______] Day, [______] Nonday from Hawaii to the 48 contiguous
United States.
(iii) Interstate (800) Extended Rates Per Minute [NOT SUBJECT TO
DISCOUNT]
[______] Day, [______] Nonday from Hawaii to the 48 contiguous
United States.
[______] Day, [______] Nonday from Alaska to the 48 contiguous
United States.
[______] Day, [______] Nonday from Puerto Rico to the 48
contiguous United States.
8/01/96 Page 5 of 11 CONFIDENTIAL
------------
<PAGE>
[______] Day, [______] Nonday from the United States Virgin
Islands to the 48 contiguous United States.
(iv) Intrastate Rates Per Minute (NOT SUBJECT TO DISCOUNT]
SEE the SWITCHED ACCESS Service Intrastate rates shown on
Schedule 2 attached hereto.
(v) International (excluding Canada and Mexico) Rates Per Minute [NOT
SUBJECT TO DISCOUNT]
SEE the SWITCHED ACCESS Service International rates shown on
Schedule 4 attached hereto. [Note: The applicable "Rate Plan"
will be as determined under Section 8 below.]
(vi) Canada and Mexico Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE the SWITCHED ACCESS Service Canada and Mexico rates shown on
Schedule 3 attached hereto.
(D) DEDICATED ACCESS Service
(i) Interstate Rates Per Minute
[______] Day, [______] Nonday within the 48 contiguous United
States.
(ii) Interstate (1+) Extended Rates Per Minute
[______] Day, [______] Nonday from the 48 contiguous United
States to Hawaii.
[______] Day, [______] Nonday from the 48 contiguous United
States to Alaska, Puerto Rico and the United States Virgin
Islands.
(iii) Interstate (800) Extended Rates Per Minute [NOT SUBJECT TO
DISCOUNT]
[______] Day, [______] Nonday from Hawaii to the 48 contiguous
United States.
[______] Day, [______] Nonday from Alaska 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.
8/01/96 Page 6 of 11 CONFIDENTIAL
------------
<PAGE>
(iv) Intrastate Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE the DEDICATED ACCESS Service Intrastate rates shown on
Schedule 2 attached hereto.
(v) International (excluding Canada and Mexico) Rates Per Minute [NOT
SUBJECT TO DISCOUNT]
SEE the DEDICATED ACCESS Service International rates shown on
Schedule 5 attached hereto. [Note: The applicable "Rate Plan"
will be as determined under Section 8 below.]
(vi) Canada and Mexico Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE the DEDICATED ACCESS Service Canada and Mexico rates shown on
Schedule 3 attached hereto.
(E) TRAVEL CARD Service:
(i) Basic Interstate TRAVEL CARD Service Rates Per Minute
[______] Day, [______] Nonday within the 48 contiguous United
States.
(ii) Basic Intrastate TRAVEL CARD Service Rates Per Minute [NOT
SUBJECT TO DISCOUNT]
SEE the SWITCHED ACCESS Service Intrastate rates shown on
Schedule 2 attached hereto.
(iii) Basic International (excluding Canada and Mexico) TRAVEL CARD
Service Rates Per Minute [NOT SUBJECT TO DISCOUNT]
SEE the SWITCHED ACCESS Service International rates shown on
Schedule 4 attached hereto. [Note: The applicable "Rate Plan"
will be as determined under Section 8 below.] International
TRAVEL CARD Service calls from the 48 contiguous United States to
International locations (excluding only Canada) are subject to a
surcharge of [______] per call.
(iv) Basic Canada TRAVEL CARD Service Rates Per Minute [NOT SUBJECT TO
DISCOUNT]
[______] Day, [______] Nonday from the 48 contiguous United
States to Canada. TRAVEL CARD Service calls from the 48
contiguous United States to Canada are subject to a surcharge of
[______] per call.
8/01/96 Page 7 of 11 CONFIDENTIAL
------------
<PAGE>
[______] Day, [______] Nonday from Canada to the 48 contiguous
United States. TRAVEL CARD Service calls from Canada to the
domestic United States are subject to a surcharge of [______]
per call.
(v) Basic Mexico TRAVEL CARD Service Rates Per Minute [NOT SUBJECT TO
DISCOUNT]
SEE the SWITCHED ACCESS Service Mexico rates shown on Schedule 3
attached hereto. TRAVEL CARD Service calls from the 48
contiguous United States to Mexico are subject to a surcharge of
[______] per call.
(vi) Enhanced TRAVEL CARD Service Pricing [Note: Enhanced features to
TRAVEL CARD Service are available at the rates shown on Schedule
5 attached hereto.] [NOT SUBJECT TO DISCOUNT]
(F) Directory Assistance
(i) Interstate Rate Per Call [NOT SUBJECT TO DISCOUNT]: [______]
(ii) Intrastate Rate Per Call [NOT SUBJECT TO DISCOUNT]: [______]
8. INTERNATIONAL SERVICE:
(A) Commencing with the Effective Date, with respect to calls originating
in the continental United States and terminating to an International
location (excluding Puerto Rico, the United States Virgin Islands, Canada
and Mexico), unless Customer has elected an International Sub-Commitment as
described in Subsection (B) below, Customer's International rates will be
deemed to correspond with the level of applicable charges shown on Schedule
4 and Schedule 5, both of which are attached hereto and incorporated herein
by reference based on [______] of Customer's Minimum Revenue Commitment
described in Section 3 above (rounded down to the nearest International
Revenue Level). In the event (i) Customer's Service Term is Month-to-
Month, or (ii) Customer's Minimum Revenue Commitment is less than [______]
, Customer's International rates will correspond with the applicable level
of "Base International Rates" shown on Schedule 4 and Schedule 5. With
respect to TERMINATION Service and 800 ORIGINATION Service calls,
Customer's International rates will be the applicable DEDICATED ACCESS
Service rates.
Example: Assume Customer's Commitment is [______]. Customer's applicable
International rates would be deemed to correspond with the [______]
level. [[______] x [______]= [______], rounded down to the nearest
level].
(B) Commencing with the Effective Date and continuing through the end of
the Service Term including any applicable extensions thereto
("International Commitment Period"), Customer agrees to maintain, on a
take-or-pay basis, International Monthly Revenue (as described herein) of
at least (check one of the following) ("Customer's International Sub-
Commitment") [NOTE: If none of
8/01/96 Page 8 of 11 CONFIDENTIAL
------------
<PAGE>
the boxes below are checked, Customer will be deemed to have elected
an International Sub-Commitment of $0]:
_____ $0 _____ $50,000 _____ $100,000 _____ $250,000
_____ $500,000 _____ $750,000 _____ $1,000,000
_____ Customer' s Initials
For purposes of this Agreement, Customer's "International Monthly Revenue"
will be comprised of all of Customer's gross (i.e., prior to the
application of discounts) measured and per call Switched Service charges
(i.e., Directory Assistance and both Domestic and International) associated
with a call to an International location (excluding Puerto Rico, the United
States Virgin Islands, Canada and Mexico).
(C) At any time during the Service Term of this Agreement, Customer may
modify Customer's International Sub-Commitment ("Customer's Modified
International Sub-Commitment") for the remainder of the International
Commitment Period by notifying WilTel in writing. Commencing with the
first day of the month following at least thirty (30) days after WilTel
receives the notice described herein, (i) Customer's Modified International
Sub-Commitment will be effective, and (ii) Customer's International rates
will correspond with the applicable rates shown on Schedule 4 and Schedule
5 based on Customer's Modified International Sub-Commitment.
(D) In the event Customer does not maintain Customer's International Sub-
Commitment (or Customer's Modified International Sub-Commitment, if
applicable) in any month during the International Commitment Period, then
for those month(s) only, Customer will pay WilTel the difference between
the greater of (i) Customer's International Sub-Commitment (or Customer's
Modified International Sub-Commitment) and Customer's actual International
Monthly Revenue as defined above (the "International Deficiency Charge"),
or (ii) the Deficiency Charge calculated under Section 4 above. If
applicable, the International 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 International Sub-Commitment for the unexpired
portion of the International Commitment Period if WilTel terminates this
Agreement based on Customer's default.
9. WAIVER OF DEFICIENCY CHARGES: In consideration of Customer's commitments
hereunder, WilTel agrees to waive the applicable Deficiency Charges
incurred by Customer for the months of May, 1996, June, 1996, July, 1996
and August, 1996.
10. CANCELLATION: The parties agree to delete Subsection 2(A) of the TSA in
its entirety and replace it with following:
"At any time after the Effective Date, Customer may cancel this Agreement
if Customer provides written notification thereof to WilTel not less than
sixty (60)
8/01/96 Page 9 of 11 CONFIDENTIAL
------------
<PAGE>
days prior to the effective date of cancellation, and provided
the effective date of cancellation is on the first day of a calendar month.
In such case, Customer shall pay to WilTel (i) all charges for Service
provided through the effective date of such cancellation, plus (ii) a
cancellation charge equal to [______] times the number of months
remaining in the Service Term after the effective date of cancellation,
plus (iii) an amount equal to the difference between the discounts actually
received by Customer under the agreement (i.e. taking into account
Customer's discount of [______] , if applicable) and the discounts
Customer would have received under the Discount Schedule shown in Section 3
above based on Customer's actual Monthly Review (collectively referred to
as the "Cancellation charge").
11. COMPETITIVE OFFER: Commencing November 1, 1997, Customer may notify WilTel
(which notice may only occur once within each 12-month period) that it has
received a bona fide written offer for a fully integrated service plan (the
"Alternate Service Plan") from American Telephone and Telegraph Company,
MCI Communications Corporation and Sprint Communications Company (the
"Alternate Carriers") which contains rates which are [______] less than
the average of WilTel's measured usage charges for the most recent three
(3) months for the same service. The notice shall (i) specify the
Alternate Carrier by name, (ii) be signed by an officer of Customer, and
(iii) contain information necessary and appropriate for WilTel to review
and analyze the Alternate Service Plan. WilTel shall have ten (10)
business days from receipt of notice to notify Customer that it elects to
offer Customer a plan comparable to the Alternate Service Plan in which
case the new rates will be effective commencing with the first full
calendar month following the date of WilTel's notification. In the event
WilTel elects not to offer Customer a plan comparable to the Alternate
Service Plan, Customer may terminate Customer's Minimum Commitment
described in Section 4 above without incurring any Cancellation Charge
described in subsection 2(a) of the TSA. Commencing with the effective
date of the termination and continuing through the end of the Service Term
(including any extensions thereof), Customer will receive the applicable
discounts described in Section 3 above corresponding with Customer's actual
Monthly Revenue.
12. CUSTOMER CREDIT: In lieu of a rerate, Customer will receive a credit in
the amount of [______] for traffic for the months of August, September,
October and November 1996, this credit will be applied to either Customer's
invoice dated January 1, 1997 or February 1, 1997.
8/01/96 Page 10 of 11 CONFIDENTIAL
------------
<PAGE>
IN WITNESS WHEREOF, the parties have executed these WilMAX UNIVERSAL/TM/
Program Enrollment Terms on the date first written above.
WORLDCOM NETWORK SERVICES, INC. MCLEOD TELEMANAGEMENT, INC.
d/b/a WilTel
By: /s/ Charles Cole By: /s/ David M. Boatner
---------------- --------------------
(Signature) (Signature)
Charles M. Cole David M. Boatner
---------------- ----------------
(Print Name) (Print Name)
Vice President Carrier Sales President -- Bus. Services
----------------------------- -------------------------------
(Title) (Title)
ATTACHMENTS:
Schedule 1 SUPERSAVER LATAs
Schedule 2 Intrastate Rates
Schedule 3 Canada and Mexico Rates
Schedule 4 SWITCHED ACCESS Service International Rates
Schedule 5 DEDICATED ACCESS Service International Rates
Schedule 6 ENHANCED TRAVEL CARD Service Rates
8/01/96 Page 11 of 11 CONFIDENTIAL
------------
<PAGE>
Schedule 1
WilMax Universal
Interstate
SuperSaver
LATAs
<TABLE>
<CAPTION>
- ------------------------- -------------------------
City LATA City LATA
- ------------------------- -------------------------
<S> <C> <C> <C>
- ------------------------- -------------------------
Boston 128 Springfield 522
- ------------------------- -------------------------
New York 132 Kansas City 524
- ------------------------- -------------------------
Atlantic Coast 220 Little Rock 528
- ------------------------- -------------------------
Mercerville 222 Wichita 532
- ------------------------- -------------------------
Newark 224 Oklahoma City 536
- ------------------------- -------------------------
Philadephia 228 Tulsa 538
- ------------------------- -------------------------
Pittsburgh 234 El Paso 540
- ------------------------- -------------------------
Washington D.C. 236 Dallas 552
- ------------------------- -------------------------
Baltimore 238 Longview 554
- ------------------------- -------------------------
Culpeper 246 Austin 558
- ------------------------- -------------------------
Richmond 248 Houston 560
- ------------------------- -------------------------
Lynchburg 250 Beaumont 562
- ------------------------- -------------------------
Norfolk 252 Corpus Christi 564
- ------------------------- -------------------------
Cleveland 320 San Antonio 566
- ------------------------- -------------------------
Columbus 324 Brownsville 568
- ------------------------- -------------------------
Akron 325 Minneapolis 628
- ------------------------- -------------------------
Evansville 330 Des Moines 632
- ------------------------- -------------------------
Indianapolis 336 Davenport 634
- ------------------------- -------------------------
Detroit 340 Cedar Rapids 635
- ------------------------- -------------------------
Milwaukee 356 South Dakota 640
- ------------------------- -------------------------
Chicago 358 Omaha 644
- ------------------------- -------------------------
Springfield 374 Idaho 652
- ------------------------- -------------------------
Charlotte 422 Denver 656
- ------------------------- -------------------------
Greensboro 424 Utah 660
- ------------------------- -------------------------
Greenville 430 Phoenix 666
- ------------------------- -------------------------
Atlanta 438 Tucson 668
- ------------------------- -------------------------
Savannah 440 Portland 672
- ------------------------- -------------------------
Albany 444 Seattle 674
- ------------------------- -------------------------
Macon 446 Reno 720
- ------------------------- -------------------------
Pensacola 448 Las Vegas 721
- ------------------------- -------------------------
Jacksonville 452 San Francisco 722
- ------------------------- -------------------------
Daytona Beach 456 Chico 724
- ------------------------- -------------------------
Orlando 458 Sacramento 726
- ------------------------- -------------------------
Miami 460 Los Angeles 730
- ------------------------- -------------------------
Louisville 462 San Diego 732
- ------------------------- -------------------------
Memphis 468 Monterey 736
- ------------------------- -------------------------
Chattanooga 472 Stockton 738
- ------------------------- -------------------------
Knoxville 474 San Luis Obispo 740
- ------------------------- -------------------------
Birmingham 476 Connecticut 920
- ------------------------- -------------------------
Huntsville 477 Cincinnati 922
- ------------------------- -------------------------
Mobile 480 Fayetteville 949
- ------------------------- -------------------------
Biloxi 484 Tampa 952
- ------------------------- -------------------------
New Orleans 490 Tallahasse 953
- ------------------------- -------------------------
Baton Rouge 492 Palm Springs 973
- ------------------------- -------------------------
St. Louis 520 Rochester 974
- ------------------------- -------------------------
</TABLE>
8/01/96 1
<PAGE>
Schedule 2
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
WilMax Universal Intrastate Base Rates
<TABLE>
<CAPTION>
-------------------------------- -------------------------------
Switched Dedicated Switched Dedicated
Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- ---------------------------------------------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALABAMA NEBRASKA
- ---------------------------------------------------------- -------------------------------------------------
ARIZONA NEVADA
- ---------------------------------------------------------- -------------------------------------------------
ARKANSAS NEW HAMPSHIRE
- ---------------------------------------------------------- -------------------------------------------------
CALIFORNIA/1/ NEW JERSEY
- ---------------------------------------------------------- -------------------------------------------------
California Intra-lata/2/ NEW MEXICO
- ---------------------------------------------------------- -------------------------------------------------
COLORADO NEW YORK
- ---------------------------------------------------------- -------------------------------------------------
CONNECTICUT NORTH CAROLINA
- ---------------------------------------------------------- -------------------------------------------------
DELAWARE NORTH DAKOTA
- ---------------------------------------------------------- -------------------------------------------------
FLORIDA OHIO
- ---------------------------------------------------------- -------------------------------------------------
GEORGIA OKLAHOMA
- ---------------------------------------------------------- -------------------------------------------------
IDAHO OREGON
- ---------------------------------------------------------- -------------------------------------------------
ILLINOIS PENNSYLVANIA
- ---------------------------------------------------------- -------------------------------------------------
INDIANA RHODE ISLAND
- ---------------------------------------------------------- -------------------------------------------------
IOWA SOUTH CAROLINA
- ---------------------------------------------------------- -------------------------------------------------
KANSAS SOUTH DAKOTA
- ---------------------------------------------------------- -------------------------------------------------
KENTUCKY TENNESSEE
- ---------------------------------------------------------- -------------------------------------------------
LOUISIANA TEXAS
- ---------------------------------------------------------- -------------------------------------------------
MAINE UTAH
- ---------------------------------------------------------- -------------------------------------------------
MARYLAND VERMONT
- ---------------------------------------------------------- -------------------------------------------------
MASSACHUSETTS VIRGINIA
- ---------------------------------------------------------- -------------------------------------------------
MICHIGAN WASHINGTON
- ---------------------------------------------------------- -------------------------------------------------
MINNESOTA WEST VIRGINIA
- ---------------------------------------------------------- -------------------------------------------------
MISSISSIPPI WISCONSIN
- ---------------------------------------------------------- -------------------------------------------------
MISSOURI WYOMING
- ---------------------------------------------------------- -------------------------------------------------
MONTANA
- ----------------------------------------------------------
</TABLE>
/1/ Billed on an 18-sec minimum per call, with 6-sec increments (18/6)
/2/ Customers will be required to maintain an average call duration of 1 min for
all Intralata and Intrastate services by products
Calls are billed in 6 second increments with a 6 second minimum.
Rates apply to both Outbound 1+ and Inbound 800 Service.
Dedicated Rates apply to Intrastate Carrier Termination Service and Intrastate
800 Origination Service.
8/01/96 1
<PAGE>
Schedule 3
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
WilMax Universal 1 + Canada / Mexico Rates
<TABLE>
<CAPTION>
Switched Dedicated
- -------------------- -------------------
<S> <C> <C>
Canada (1-200 miles)
- --------------------
off-peak
- --------------------
Canada (201+ miles)
- --------------------
off-peak
- --------------------
Mexico - Band 1
- --------------------
off-peak
- --------------------
Mexico - Band 2
- --------------------
off-peak
- --------------------
Mexico - Band 3
- --------------------
off-peak
- --------------------
Mexico - Band 4
- --------------------
off-peak
- --------------------
Mexico - Band 5
- --------------------
off-peak
- --------------------
Mexico - Band 6
- --------------------
off-peak
- --------------------
Mexico - Band 7
- --------------------
off-peak
- --------------------
Mexico - Band 8
- --------------------
off-peak
- --------------------
</TABLE>
WilMax Universal Inbound 800 from Canada
<TABLE>
<CAPTION>
Switched Dedicated
- -------------------- -------------------
<S> <C> <C>
Peak
- --------------------
Off-Peak
- --------------------
</TABLE>
Canada and Mexico are not eligible for discounts.
Canada and Mexico calls are billed in 6 second increments
with a 30 second minimum.
8/01/96 1
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
- --------------------------------------------------------------------------------
WilMax Universal Switched International Rates
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AFGHANISTAN
ALBANIA
ALGERIA
AMERICAN SAMOA
ANDORRA
ANGOLA
ANGUILLA
ANTARCTICA
ANTARCTICA (SCOTT BASE)
ANTIGUA (BARBUDA)
ARGENTINA
ARMENIA
ARUBA
ASCENSION ISLAND
AUSTRALIA
AUSTRIA
AZERBALIAN
BAHAMAS
BAHRAIN
BANGLADESH
BARBADOS
BELARUS
BELGIUM
BELIZE
BENIN
BERMUDA
BHUTAN
BOLIVIA
BOSNIA & HERZEGOVINA
BOTSWANA
BRAZIL
BRITISH VIRGIN ISLANDS
BRUNEI
BULGARIA
BURKINA FASO
BURUNDI
CAMBODIA
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
AFGHANISTAN
ALBANIA
ALGERIA
AMERICAN SAMOA
ANDORRA
ANGOLA
ANGUILLA
ANTARCTICA
ANTARCTICA (SCOTT BASE)
ANTIGUA (BARBUDA)
ARGENTINA
ARMENIA
ARUBA
ASCENSION ISLAND
AUSTRALIA
AUSTRIA
AZERBALIAN
BAHAMAS
BAHRAIN
BANGLADESH
BARBADOS
BELARUS
BELGIUM
BELIZE
BENIN
BERMUDA
BHUTAN
BOLIVIA
BOSNIA & HERZEGOVINA
BOTSWANA
BRAZIL
BRITISH VIRGIN ISLANDS
BRUNEI
BULGARIA
BURKINA FASO
BURUNDI
CAMBODIA
</TABLE>
8/1/96 1
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAMEROON
CAPE VERDE ISLANDS
CAYMAN ISLANDS
CENTRAL AFRICAN REP.
CHAD
CHILE
CHINA
CHRISTMAS & COCOS IS.
COLOMBIA
COMOROS
CONGO
COOK ISLANDS
COSTA RICA
CROATIA, REPUBLIC OF
CUBA
CYPRUS
CZECH REPUBLIC
DENMARK
DIEGO GARCIA
DJIBOUTI
DOMINICA
DOMINICAN REPUBLIC
ECUADOR
EGYPT
EL SALVADOR
EQUATORIAL GUINEA
ERITREA
ESTONIA
ETHIOPIA
FAEROE ISLANDS
FALKLAND ISLANDS
FIJI ISLANDS
FINLAND
FRANCE
FRENCH ANTILLES
FRENCH GUIANA
FRENCH POLYNESIA
GABON
GAMBIA
GEORGIA
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
CAMEROON
CAPE VERDE ISLANDS
CAYMAN ISLANDS
CENTRAL AFRICAN REP.
CHAD
CHILE
CHINA
CHRISTMAS & COCOS IS.
COLOMBIA
COMOROS
CONGO
COOK ISLANDS
COSTA RICA
CROATIA, REPUBLIC OF
CUBA
CYPRUS
CZECH REPUBLIC
DENMARK
DIEGO GARCIA
DJIBOUTI
DOMINICA
DOMINICAN REPUBLIC
ECUADOR
EGYPT
EL SALVADOR
EQUATORIAL GUINEA
ERITREA
ESTONIA
ETHIOPIA
FAEROE ISLANDS
FALKLAND ISLANDS
FIJI ISLANDS
FINLAND
FRANCE
FRENCH ANTILLES
FRENCH GUIANA
FRENCH POLYNESIA
GABON
GAMBIA
GEORGIA
</TABLE>
8/1/96 2
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GERMANY
GHANA
GIBRALTAR
GREECE
GREENLAND
GRENADA
GUADELOUPE
GUAM
GUANTANAMO BAY
GUATEMALA
GUINEA
GUINEA BISSAU
GUYANA
HAITI
HONDURAS
HONG KONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRAN
IRAQ
IRELAND, REPUBLIC OF
ISRAEL
ITALY
IVORY COAST
JAMAICA
JAPAN
JORDAN
KAZAKHSTAN
KENYA
KIRIBATI
KUWAIT
KYRGYZSTAN
LAOS
LATVIA
LEBANON
LESOTHO
LIBERIA
LIBYA
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
GERMANY
GHANA
GIBRALTAR
GREECE
GREENLAND
GRENADA
GUADELOUPE
GUAM
GUANTANAMO BAY
GUATEMALA
GUINEA
GUINEA BISSAU
GUYANA
HAITI
HONDURAS
HONG KONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRAN
IRAQ
IRELAND, REPUBLIC OF
ISRAEL
ITALY
IVORY COAST
JAMAICA
JAPAN
JORDAN
KAZAKHSTAN
KENYA
KIRIBATI
KUWAIT
KYRGYZSTAN
LAOS
LATVIA
LEBANON
LESOTHO
LIBERIA
LIBYA
</TABLE>
8/1/96 3
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LIECHTENSTEIN
LITHUANIA
LUXEMBOURG
MACAO
MACEDONIA
MADAGASCAR
MALAWI
MALAYSIA
MALDIVES
MALI REPUBLIC
MALTA
MARISAT-ATLANTIC OCEAN
MARISAT-INDIAN OCEAN
MARISAT-PACIFIC OCEAN
MARISAT-W. ATLANTIC
MARSHALL ISLANDS
MAURITANIA
MAURITIUS
MAYOTTE ISLAND
MICRONESIA
MOLDOVA
MONACO
MONGOLIA
MONTSERRAT
MOROCCO
MOZAMBIQUE
MYANMAR (BURMA)
NAKHODKA
NAMIBIA
NAURU
NEPAL
NETHERLANDS
NETHERLANDS ANTILLES
NEVIS
NEW CALEDONIA
NEW ZEALAND
NICARAGUA
NIGER
NIGERIA
NIUE ISLAND
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
LIECHTENSTEIN
LITHUANIA
LUXEMBOURG
MACAO
MACEDONIA
MADAGASCAR
MALAWI
MALAYSIA
MALDIVES
MALI REPUBLIC
MALTA
MARISAT-ATLANTIC OCEAN
MARISAT-INDIAN OCEAN
MARISAT-PACIFIC OCEAN
MARISAT-W. ATLANTIC
MARSHALL ISLANDS
MAURITANIA
MAURITIUS
MAYOTTE ISLAND
MICRONESIA
MOLDOVA
MONACO
MONGOLIA
MONTSERRAT
MOROCCO
MOZAMBIQUE
MYANMAR (BURMA)
NAKHODKA
NAMIBIA
NAURU
NEPAL
NETHERLANDS
NETHERLANDS ANTILLES
NEVIS
NEW CALEDONIA
NEW ZEALAND
NICARAGUA
NIGER
NIGERIA
NIUE ISLAND
</TABLE>
8/1/96 4
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NORFOLK ISLAND
NORWAY
OMAN
PAKISTAN
PALAU
PANAMA
PAPUA NEW GUINEA
PARAGUAY
PERU
PHILIPPINES
POLAND
PORTUGAL
QATAR
REUNION ISLAND
ROMANIA
RUSSIA
RWANDA
SAIPAN
SAKAHLIN
SAN MARINO
SAO TOME
SAUDI ARABIA
SENEGAL REPUBLIC
SEYCHELLES
SIERRA LEONE
SINGAPORE
SLOVAKIA
SLOVENIA, REPUBLIC OF
SOLOMON ISLANDS
SOMALIA
SOUTH AFRICA
SOUTH KOREA
SPAIN
SRI LANKA
ST HELENA
ST KITTS
ST LUCIA
ST PIERRE/MIQUELON
ST VINCENT/GRENADINES
SUDAN
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
NORFOLK ISLAND
NORWAY
OMAN
PAKISTAN
PALAU
PANAMA
PAPUA NEW GUINEA
PARAGUAY
PERU
PHILIPPINES
POLAND
PORTUGAL
QATAR
REUNION ISLAND
ROMANIA
RUSSIA
RWANDA
SAIPAN
SAKAHLIN
SAN MARINO
SAO TOME
SAUDI ARABIA
SENEGAL REPUBLIC
SEYCHELLES
SIERRA LEONE
SINGAPORE
SLOVAKIA
SLOVENIA, REPUBLIC OF
SOLOMON ISLANDS
SOMALIA
SOUTH AFRICA
SOUTH KOREA
SPAIN
SRI LANKA
ST HELENA
ST KITTS
ST LUCIA
ST PIERRE/MIQUELON
ST VINCENT/GRENADINES
SUDAN
</TABLE>
8/1/96 5
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Dedicated Dedicated Dedicated Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SURINAME
SWAZILAND
SWEDEN
SWITZERLAND
SYRIA
TAIWAN
TAJIKISTAN
TANZANIA
THAILAND
TOGO
TONGA ISLANDS
TRINIDAD/TOBAGO
TUNISIA
TURKEY
TURKMENISTAN
TURKS AND CAICOS IS.
TUVALU
UGANDA
UKRAINE
UNITED ARAB EMIRATES
UNITED KINGDOM
URUGUAY
UZBEKISTAN
VANUATU
VATICAN CITY
VENEZUELA
VIETNAM
WALLIS & FUTUNA
WESTERN SAMOA
YEMEN ARAB REPUBLIC
YUGOSLAVIA, FEDERAL REP.
ZAIRE
ZAMBIA
ZIMBABWE
<CAPTION>
750K Rate Plan 1000K Rate Plan
Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
SURINAME
SWAZILAND
SWEDEN
SWITZERLAND
SYRIA
TAIWAN
TAJIKISTAN
TANZANIA
THAILAND
TOGO
TONGA ISLANDS
TRINIDAD/TOBAGO
TUNISIA
TURKEY
TURKMENISTAN
TURKS AND CAICOS IS.
TUVALU
UGANDA
UKRAINE
UNITED ARAB EMIRATES
UNITED KINGDOM
URUGUAY
UZBEKISTAN
VANUATU
VATICAN CITY
VENEZUELA
VIETNAM
WALLIS & FUTUNA
WESTERN SAMOA
YEMEN ARAB REPUBLIC
YUGOSLAVIA, FEDERAL REP.
ZAIRE
ZAMBIA
ZIMBABWE
</TABLE>
8/1/96 6
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
- --------------------------------------------------------------------------------
WilMax Universal Dedicated International Rates
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Dedicated Dedicated Dedicated Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AFGHANISTAN
ALBANIA
ALGERIA
AMERICAN SAMOA
ANDORRA
ANGOLA
ANGUILLA
ANTARCTICA
ANTARCTICA (SCOTT BASE)
ANTIGUA (BARBUDA)
ARGENTINA
ARMENIA
ARUBA
ASCENSION ISLAND
AUSTRALIA
AUSTRIA
AZERBALIAN
BAHAMAS
BAHRAIN
BANGLADESH
BARBADOS
BELARUS
BELGIUM
BELIZE
BENIN
BERMUDA
BHUTAN
BOLIVIA
BOSNIA & HERZEGOVINA
BOTSWANA
BRAZIL
BRITISH VIRGIN ISLANDS
BRUNEI
BULGARIA
BURKINA FASO
BURUNDI
CAMBODIA
CAMEROON
<CAPTION>
750K Rate Plan 1000K Rate Plan
Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
AFGHANISTAN
ALBANIA
ALGERIA
AMERICAN SAMOA
ANDORRA
ANGOLA
ANGUILLA
ANTARCTICA
ANTARCTICA (SCOTT BASE)
ANTIGUA (BARBUDA)
ARGENTINA
ARMENIA
ARUBA
ASCENSION ISLAND
AUSTRALIA
AUSTRIA
AZERBALIAN
BAHAMAS
BAHRAIN
BANGLADESH
BARBADOS
BELARUS
BELGIUM
BELIZE
BENIN
BERMUDA
BHUTAN
BOLIVIA
BOSNIA & HERZEGOVINA
BOTSWANA
BRAZIL
BRITISH VIRGIN ISLANDS
BRUNEI
BULGARIA
BURKINA FASO
BURUNDI
CAMBODIA
CAMEROON
</TABLE>
8/1/96 1
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Dedicated Dedicated Dedicated Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPE VERDE ISLANDS
CAYMAN ISLANDS
CENTRAL AFRICAN REP.
CHAD
CHILE
CHINA
CHRISTMAS & COCOS IS.
COLOMBIA
COMOROS
CONGO
COOK ISLANDS
COSTA RICA
CROATIA, REPUBLIC OF
CUBA
CYPRUS
CZECH REPUBLIC
DENMARK
DIEGO GARCIA
DJIBOUTI
DOMINICA
DOMINICAN REPUBLIC
ECUADOR
EGYPT
EL SALVADOR
EQUATORIAL GUINEA
ERITREA
ESTONIA
ETHIOPIA
FAEROE ISLANDS
FALKLAND ISLANDS
FIJI ISLANDS
FINLAND
FRANCE
FRENCH ANTILLES
FRENCH GUIANA
FRENCH POLYNESIA
GABON
GAMBIA
GEORGIA
GERMANY
GHANA
<CAPTION>
750K Rate Plan 1000K Rate Plan
Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
CAPE VERDE ISLANDS
CAYMAN ISLANDS
CENTRAL AFRICAN REP.
CHAD
CHILE
CHINA
CHRISTMAS & COCOS IS.
COLOMBIA
COMOROS
CONGO
COOK ISLANDS
COSTA RICA
CROATIA, REPUBLIC OF
CUBA
CYPRUS
CZECH REPUBLIC
DENMARK
DIEGO GARCIA
DJIBOUTI
DOMINICA
DOMINICAN REPUBLIC
ECUADOR
EGYPT
EL SALVADOR
EQUATORIAL GUINEA
ERITREA
ESTONIA
ETHIOPIA
FAEROE ISLANDS
FALKLAND ISLANDS
FIJI ISLANDS
FINLAND
FRANCE
FRENCH ANTILLES
FRENCH GUIANA
FRENCH POLYNESIA
GABON
GAMBIA
GEORGIA
GERMANY
GHANA
</TABLE>
8/1/96 2
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Dedicated Dedicated Dedicated Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GIBRALTAR
GREECE
GREENLAND
GRENADA
GUADELOUPE
GUAM
GUANTANAMO BAY
GUATEMALA
GUINEA
GUINEA BISSAU
GUYANA
HAITI
HONDURAS
HONG KONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRAN
IRAQ
IRELAND, REPUBLIC OF
ISRAEL
ITALY
IVORY COAST
JAMAICA
JAPAN
JORDAN
KAZAKHSTAN
KENYA
KIRIBATI
KUWAIT
KYRGYZSTAN
LAOS
LATVIA
LEBANON
LESOTHO
LIBERIA
LIBYA
LIECHTENSTEIN
LITHUANIA
LUXEMBOURG
<CAPTION>
750K Rate Plan 1000K Rate Plan
Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
GIBRALTAR
GREECE
GREENLAND
GRENADA
GUADELOUPE
GUAM
GUANTANAMO BAY
GUATEMALA
GUINEA
GUINEA BISSAU
GUYANA
HAITI
HONDURAS
HONG KONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRAN
IRAQ
IRELAND, REPUBLIC OF
ISRAEL
ITALY
IVORY COAST
JAMAICA
JAPAN
JORDAN
KAZAKHSTAN
KENYA
KIRIBATI
KUWAIT
KYRGYZSTAN
LAOS
LATVIA
LEBANON
LESOTHO
LIBERIA
LIBYA
LIECHTENSTEIN
LITHUANIA
LUXEMBOURG
</TABLE>
8/1/96 3
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Dedicated Dedicated Dedicated Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MACAO
MACEDONIA
MADAGASCAR
MALAWI
MALAYSIA
MALDIVES
MALI REPUBLIC
MALTA
MARISAT-ATLANTIC OCEAN
MARISAT-INDIAN OCEAN
MARISAT-PACIFIC OCEAN
MARISAT-W. ATLANTIC
MARSHALL ISLANDS
MAURITANIA
MAURITIUS
MAYOTTE ISLAND
MICRONESIA
MOLDOVA
MONACO
MONGOLIA
MONTSERRAT
MOROCCO
MOZAMBIQUE
MYANMAR (BURMA)
NAKHODKA
NAMIBIA
NAURU
NEPAL
NETHERLANDS
NETHERLANDS ANTILLES
NEVIS
NEW CALEDONIA
NEW ZEALAND
NICARAGUA
NIGER
NIGERIA
NIUE ISLAND
NORFOLK ISLAND
NORWAY
OMAN
PAKISTAN
<CAPTION>
750K Rate Plan 1000K Rate Plan
Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
MACAO
MACEDONIA
MADAGASCAR
MALAWI
MALAYSIA
MALDIVES
MALI REPUBLIC
MALTA
MARISAT-ATLANTIC OCEAN
MARISAT-INDIAN OCEAN
MARISAT-PACIFIC OCEAN
MARISAT-W. ATLANTIC
MARSHALL ISLANDS
MAURITANIA
MAURITIUS
MAYOTTE ISLAND
MICRONESIA
MOLDOVA
MONACO
MONGOLIA
MONTSERRAT
MOROCCO
MOZAMBIQUE
MYANMAR (BURMA)
NAKHODKA
NAMIBIA
NAURU
NEPAL
NETHERLANDS
NETHERLANDS ANTILLES
NEVIS
NEW CALEDONIA
NEW ZEALAND
NICARAGUA
NIGER
NIGERIA
NIUE ISLAND
NORFOLK ISLAND
NORWAY
OMAN
PAKISTAN
</TABLE>
8/1/96 4
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Dedicated Dedicated Dedicated Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PALAU
PANAMA
PAPUA NEW GUINEA
PARAGUAY
PERU
PHILIPPINES
POLAND
PORTUGAL
QATAR
REUNION ISLAND
ROMANIA
RUSSIA
RWANDA
SAIPAN
SAKAHLIN
SAN MARINO
SAO TOME
SAUDI ARABIA
SENEGAL REPUBLIC
SEYCHELLES
SIERRA LEONE
SINGAPORE
SLOVAKIA
SLOVENIA, REPUBLIC OF
SOLOMON ISLANDS
SOMALIA
SOUTH AFRICA
SOUTH KOREA
SPAIN
SRI LANKA
ST HELENA
ST KITTS
ST LUCIA
ST PIERRE/MIQUELON
ST VINCENT/GRENADINES
SUDAN
SURINAME
SWAZILAND
SWEDEN
SWITZERLAND
SYRIA
<CAPTION>
750K Rate Plan 1000K Rate Plan
Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
PALAU
PANAMA
PAPUA NEW GUINEA
PARAGUAY
PERU
PHILIPPINES
POLAND
PORTUGAL
QATAR
REUNION ISLAND
ROMANIA
RUSSIA
RWANDA
SAIPAN
SAKAHLIN
SAN MARINO
SAO TOME
SAUDI ARABIA
SENEGAL REPUBLIC
SEYCHELLES
SIERRA LEONE
SINGAPORE
SLOVAKIA
SLOVENIA, REPUBLIC OF
SOLOMON ISLANDS
SOMALIA
SOUTH AFRICA
SOUTH KOREA
SPAIN
SRI LANKA
ST HELENA
ST KITTS
ST LUCIA
ST PIERRE/MIQUELON
ST VINCENT/GRENADINES
SUDAN
SURINAME
SWAZILAND
SWEDEN
SWITZERLAND
SYRIA
</TABLE>
8/1/96 5
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Dedicated Dedicated Dedicated Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TAIWAN
TAJIKISTAN
TANZANIA
THAILAND
TOGO
TONGA ISLANDS
TRINIDAD/TOBAGO
TUNISIA
TURKEY
TURKMENISTAN
TURKS AND CAICOS IS.
TUVALU
UGANDA
UKRAINE
UNITED ARAB EMIRATES
UNITED KINGDOM
URUGUAY
UZBEKISTAN
VANUATU
VATICAN CITY
VENEZUELA
VIETNAM
WALLIS & FUTUNA
WESTERN SAMOA
YEMEN ARAB REPUBLIC
YUGOSLAVIA, FEDERAL REP.
ZAIRE
ZAMBIA
ZIMBABWE
<CAPTION>
750K Rate Plan 1000K Rate Plan
Dedicated Dedicated
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
TAIWAN
TAJIKISTAN
TANZANIA
THAILAND
TOGO
TONGA ISLANDS
TRINIDAD/TOBAGO
TUNISIA
TURKEY
TURKMENISTAN
TURKS AND CAICOS IS.
TUVALU
UGANDA
UKRAINE
UNITED ARAB EMIRATES
UNITED KINGDOM
URUGUAY
UZBEKISTAN
VANUATU
VATICAN CITY
VENEZUELA
VIETNAM
WALLIS & FUTUNA
WESTERN SAMOA
YEMEN ARAB REPUBLIC
YUGOSLAVIA, FEDERAL REP.
ZAIRE
ZAMBIA
ZIMBABWE
</TABLE>
8/1/96 6
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
WilMax Universal Enhanced Travel Card Pricing
<TABLE>
<CAPTION>
Origination from U.S. to Listed Terminating Locations
- -----------------------------------------------------------------------------------------------------------------------------------
Enhanced Feature U.S. Overseas Canada Mexico Alaska Hawaii P.R. & U.S.V.I.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Basic Calling per min. (day/non)
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Conf. Calling per min (day/non)
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Directory Assistance per call
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Message store & forward per msg.
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Audio Text per min.
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Operator Services per call****
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Origination from Listed Locations and Terminating in the U.S.
- -----------------------------------------------------------------------------------------------------------------------------------
Enhanced Feature U.S. Overseas Canada Mexico Alaska Hawaii P.R. & U.S.V.I.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Basic Calling per min. (day/non)
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Conf. Calling per min (day/non)
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Directory Assistance per call
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Message store $ forward per msg.
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Audio Text per min.
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
Operator Services per call****
- -----------------------------------------------------------------------------------------------------------------------------------
Surcharge
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8/01/96 1
<PAGE>
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
WilMax Universal Enhanced Travel Card Pricing
International Origination for U.S. Termination
- ----------------------------------------------------
<TABLE>
<CAPTION>
International Toll Free
Origination Day Non-Day Access #
- ----------------------------------------------------
<S> <C> <C> <C>
Canada 800-746-5131
- ----------------------------------------------------
Mexico
- ----------------------------------------------------
Australia 1-800-122-234
- ----------------------------------------------------
France 0591-5009
- ----------------------------------------------------
Germany 0130-82-7170
- ----------------------------------------------------
Hong Kong 0-800-6692
- ----------------------------------------------------
Israel 177-102-3231
- ----------------------------------------------------
Italy 1678-72-810
- ----------------------------------------------------
Japan 0031-15-1500
- ----------------------------------------------------
Korea 0078-18-800-0008
- ----------------------------------------------------
Netherlands 06-022-7118
- ----------------------------------------------------
Switzerland 155-7410
- ----------------------------------------------------
United Kingdom 0-800-96-3658
- ----------------------------------------------------
</TABLE>
N/A - Service not available
* WilMax Universal International Switched Access Rate Schedule
** WilMax Universal Mexico Switched Access Rate Schedule
*** International Origination Rates
**** Operator Services charges are expressed as Station-Station/Person-Person
Note: Intrastate rates are at the WilMax Universal Intrastate Switched Access
Rate Schedule plus $.20/$.12
- -----------------------------------------------
Billing Increments
<TABLE>
<S> <C>
- -----------------------------------------------
Domestic to Domestic 60/6
Domestic to Canada, Int'l 60/6
Domestic to Mexico 60/60
International to Domestic 60/60
- -----------------------------------------------
</TABLE>
8/01/96 2
<PAGE>
Schedule 7
WilMax Universal International Rate Periods
[This schedule has been omitted because it is not material. The registrant
agrees to furnish supplementally a copy of this schedule to the Commission upon
request.]
<PAGE>
Schedule 8 Page 1 of 2
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
1+ Canada/Mexico WilMax Universal
Switched Rates From Hawaii
Switched Dedicated
-------- ---------
Canada (1-200 miles) N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Canada (201+ miles) N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
---------------------------------------------
Mexico - Band 1 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Mexico - Band 2 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Mexico - Band 3 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Mexico - Band 4 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Mexico - Band 5 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Mexico - Band 6 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Mexico - Band 7 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Mexico - Band 8 N/A
---------------------------------------------
off-peak N/A
---------------------------------------------
Note: Canada and Mexico rates are non-discountable.
Calls are billed in 6 second increments with a
30 second minimum.
WILTEL - PROPRIETARY
Not for use or disclosure outside WilTel
except under written agreement
10/17/96
<PAGE>
Page 2 of 2
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
1+ ORIGINATING IN HAWAII AND TERMINATING NONMAINLAND
<TABLE>
<CAPTION>
WMU 1+ Hawaii
to Extended
Switched Base Rates Dedicated Base Rates
Day Non-Day Day Non-Day
- ----------------------- ---------------------------------------------
<S> <C> <C> <C> <C>
1+ to Alaska N/A N/A
- ----------------------- ---------------------------------------------
1+ to US Virg. Isl. N/A N/A
- ----------------------- ---------------------------------------------
1+ to Puerto Rico N/A N/A
- ----------------------- ---------------------------------------------
</TABLE>
Calls are billed in 6 second increments with a 6 second minimum.
WILTEL - PROPRIETARY
Not for use or disclosure outside WilTel
except under written agreement
10/17/96
<PAGE>
Schedule 9 Page 1 of 6
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
WilMax Universal Switched* International Rates
<TABLE>
<CAPTION>
1+ From Hawaii (Calls are billed in 6 second increments with a 30 second minimum.)
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AFGHANISTAN
ALBANIA
ALGERIA
AMERICAN SAMOA
ANDORRA
ANGOLA
ANGUILLA
ANTARCTICA
ANTARCTICA (SCOTT BASE)
ANTIGUA (BARBUDA)
ARGENTINA
ARMENIA
ARUBA
ASCENSION ISLAND
AUSTRALIA
AUSTRIA
AZERBALIAN
BAHAMAS
BAHRAIN
BANGLADESH
BARBADOS
BELARUS
BELGIUM
BELIZE
BENIN
BERMUDA
BHUTAN
BOLIVIA
BOSNIA & HERZEGOVINA
BOTSWANA
BRAZIL
BRITISH VIRGIN ISLANDS
BRUNEI
BULGARIA
BURKINA FASO
BURUNDI
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
AFGHANISTAN
ALBANIA
ALGERIA
AMERICAN SAMOA
ANDORRA
ANGOLA
ANGUILLA
ANTARCTICA
ANTARCTICA (SCOTT BASE)
ANTIGUA (BARBUDA)
ARGENTINA
ARMENIA
ARUBA
ASCENSION ISLAND
AUSTRALIA
AUSTRIA
AZERBALIAN
BAHAMAS
BAHRAIN
BANGLADESH
BARBADOS
BELARUS
BELGIUM
BELIZE
BENIN
BERMUDA
BHUTAN
BOLIVIA
BOSNIA & HERZEGOVINA
BOTSWANA
BRAZIL
BRITISH VIRGIN ISLANDS
BRUNEI
BULGARIA
BURKINA FASO
BURUNDI
</TABLE>
*Dedicated service not available from Hawaii.
WILTEL--PROPRIETARY
10/17/96 Not for use or disclosure outside WilTel
except under written agreement.
<PAGE>
Page 2 of 6
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAMBODIA
CAMEROON
CAPE VERDE ISLANDS
CAYMAN ISLANDS
CENTRAL AFRICAN REP.
CHAD
CHILE
CHINA
CHRISTMAS & COCOS IS.
COLOMBIA
COMOROS
CONGO
COOK ISLANDS
COSTA RICA
CROATIA, REPUBLIC OF
CUBA
CYPRUS
CZECH REPUBLIC
DENMARK
DIEGO GARCIA
DJIBOUTI
DOMINICA
DOMINICAN REPUBLIC
ECUADOR
EGYPT
EL SALVADOR
EQUATORIAL GUINEA
ERITREA
ESTONIA
ETHIOPIA
FAEROE ISLANDS
FALKLAND ISLANDS
FIJI ISLANDS
FINLAND
FRANCE
FRENCH ANTILLES
FRENCH GUIANA
FRENCH POLYNESIA
GABON
GAMBIA
GEORGIA
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
CAMBODIA
CAMEROON
CAPE VERDE ISLANDS
CAYMAN ISLANDS
CENTRAL AFRICAN REP.
CHAD
CHILE
CHINA
CHRISTMAS & COCOS IS.
COLOMBIA
COMOROS
CONGO
COOK ISLANDS
COSTA RICA
CROATIA, REPUBLIC OF
CUBA
CYPRUS
CZECH REPUBLIC
DENMARK
DIEGO GARCIA
DJIBOUTI
DOMINICA
DOMINICAN REPUBLIC
ECUADOR
EGYPT
EL SALVADOR
EQUATORIAL GUINEA
ERITREA
ESTONIA
ETHIOPIA
FAEROE ISLANDS
FALKLAND ISLANDS
FIJI ISLANDS
FINLAND
FRANCE
FRENCH ANTILLES
FRENCH GUIANA
FRENCH POLYNESIA
GABON
GAMBIA
GEORGIA
</TABLE>
*Dedicated service not available from Hawaii.
WILTEL--PROPRIETARY
10/17/96 Not for use or disclosure outside WilTel
except under written agreement.
<PAGE>
Page 3 of 6
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GERMANY
GHANA
GIBRALTAR
GREECE
GREENLAND
GRENADA
GUADELOUPE
GUAM
GUANTANAMO BAY
GUATEMALA
GUINEA
GUINEA BISSAU
GUYANA
HAITI
HONDURAS
HONG KONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRAN
IRAQ
IRELAND, REPUBLIC OF
ISRAEL
ITALY
IVORY COAST
JAMAICA
JAPAN
JORDAN
KAZAKHSTAN
KENYA
KIRIBATI
KUWAIT
KYRGYZSTAN
LAOS
LATVIA
LEBANON
LESOTHO
LIBERIA
LIBYA
LIECHTENSTEIN
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
GERMANY
GHANA
GIBRALTAR
GREECE
GREENLAND
GRENADA
GUADELOUPE
GUAM
GUANTANAMO BAY
GUATEMALA
GUINEA
GUINEA BISSAU
GUYANA
HAITI
HONDURAS
HONG KONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRAN
IRAQ
IRELAND, REPUBLIC OF
ISRAEL
ITALY
IVORY COAST
JAMAICA
JAPAN
JORDAN
KAZAKHSTAN
KENYA
KIRIBATI
KUWAIT
KYRGYZSTAN
LAOS
LATVIA
LEBANON
LESOTHO
LIBERIA
LIBYA
LIECHTENSTEIN
</TABLE>
*Dedicated service not available from Hawaii.
WILTEL--PROPRIETARY
10/17/96 Not for use or disclosure outside WilTel
except under written agreement.
<PAGE>
Page 4 of 6
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LITHUANIA
LUXEMBOURG
MACAO
MACEDONIA
MADAGASCAR
MALAWI
MALAYSIA
MALDIVES
MALI REPUBLIC
MALTA
MARISAT-ATLANTIC OCEAN
MARISAT-INDIAN OCEAN
MARISAT-PACIFIC OCEAN
MARISAT-W. ATLANTIC
MARSHALL ISLANDS
MAURITANIA
MAURITIUS
MAYOTTE ISLAND
MICRONESIA
MOLDOVA
MONACO
MONGOLIA
MONTSERRAT
MOROCCO
MOZAMBIQUE
MYANMAR (BURMA)
NAKHODKA
NAMIBIA
NAURU
NEPAL
NETHERLANDS
NETHERLANDS ANTILLES
NEVIS
NEW CALEDONIA
NEW ZEALAND
NICARAGUA
NIGER
NIGERIA
NIUE ISLAND
NORFOLK ISLAND
NORWAY
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
LITHUANIA
LUXEMBOURG
MACAO
MACEDONIA
MADAGASCAR
MALAWI
MALAYSIA
MALDIVES
MALI REPUBLIC
MALTA
MARISAT-ATLANTIC OCEAN
MARISAT-INDIAN OCEAN
MARISAT-PACIFIC OCEAN
MARISAT-W. ATLANTIC
MARSHALL ISLANDS
MAURITANIA
MAURITIUS
MAYOTTE ISLAND
MICRONESIA
MOLDOVA
MONACO
MONGOLIA
MONTSERRAT
MOROCCO
MOZAMBIQUE
MYANMAR (BURMA)
NAKHODKA
NAMIBIA
NAURU
NEPAL
NETHERLANDS
NETHERLANDS ANTILLES
NEVIS
NEW CALEDONIA
NEW ZEALAND
NICARAGUA
NIGER
NIGERIA
NIUE ISLAND
NORFOLK ISLAND
NORWAY
</TABLE>
*Dedicated service not available from Hawaii.
WILTEL--PROPRIETARY
10/17/96 Not for use or disclosure outside WilTel
except under written agreement.
<PAGE>
Page 5 of 6
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OMAN
PAKISTAN
PALAU
PANAMA
PAPUA NEW GUINEA
PARAGUAY
PERU
PHILIPPINES
POLAND
PORTUGAL
QATAR
REUNION ISLAND
ROMANIA
RUSSIA
RWANDA
SAIPAN
SAKAHLIN
SAN MARINO
SAO TOME
SAUDI ARABIA
SENEGAL REPUBLIC
SEYCHELLES
SIERRA LEONE
SINGAPORE
SLOVAKIA
SLOVENIA, REPUBLIC OF
SOLOMON ISLANDS
SOMALIA
SOUTH AFRICA
SOUTH KOREA
SPAIN
SRI LANKA
ST HELENA
ST KITTS
ST LUCIA
ST PIERRE/MIQUELON
ST VINCENT/GRENADINES
SUDAN
SURINAME
SWAZILAND
SWEDEN
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
OMAN
PAKISTAN
PALAU
PANAMA
PAPUA NEW GUINEA
PARAGUAY
PERU
PHILIPPINES
POLAND
PORTUGAL
QATAR
REUNION ISLAND
ROMANIA
RUSSIA
RWANDA
SAIPAN
SAKAHLIN
SAN MARINO
SAO TOME
SAUDI ARABIA
SENEGAL REPUBLIC
SEYCHELLES
SIERRA LEONE
SINGAPORE
SLOVAKIA
SLOVENIA, REPUBLIC OF
SOLOMON ISLANDS
SOMALIA
SOUTH AFRICA
SOUTH KOREA
SPAIN
SRI LANKA
ST HELENA
ST KITTS
ST LUCIA
ST PIERRE/MIQUELON
ST VINCENT/GRENADINES
SUDAN
SURINAME
SWAZILAND
SWEDEN
</TABLE>
*Dedicated service not available from Hawaii.
WILTEL--PROPRIETARY
10/17/96 Not for use or disclosure outside WilTel
except under written agreement.
<PAGE>
Page 6 of 6
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
<TABLE>
<CAPTION>
WilMax Base Rate 50K Rate Plan 100K Rate Plan 250K Rate Plan 500K Rate Plan
Switched Switched Switched Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SWITZERLAND
SYRIA
TAIWAN
TAJIKSTAN
TANZANIA
THAILAND
TOGO
TONGA ISLANDS
TRINIDAD/TOBAGO
TUNISIA
TURKEY
TURKMENISTAN
TURKS AND CAICOS IS.
TUVALU
UGANDA
UKRAINE
UNITED ARAB EMIRATES
UNITED KINGDOM
URUGUAY
UZBEKISTAN
VANUATU
VATICAN CITY
VENEZUELA
VIETNAM
WALLIS & FUTUNA
WESTERN SAMOA
YEMEN ARAB REPUBLIC
YUGOSLAVIA, FEDERAL REP.
ZAIRE
ZAMBIA
ZIMBABWE
<CAPTION>
750K Rate Plan 1000K Rate Plan
Switched Switched
COUNTRY Peak Off-Pk Peak Off-Pk
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
SWITZERLAND
SYRIA
TAIWAN
TAJIKSTAN
TANZANIA
THAILAND
TOGO
TONGA ISLANDS
TRINIDAD/TOBAGO
TUNISIA
TURKEY
TURKMENISTAN
TURKS AND CAICOS IS.
TUVALU
UGANDA
UKRAINE
UNITED ARAB EMIRATES
UNITED KINGDOM
URUGUAY
UZBEKISTAN
VANUATU
VATICAN CITY
VENEZUELA
VIETNAM
WALLIS & FUTUNA
WESTERN SAMOA
YEMEN ARAB REPUBLIC
YUGOSLAVIA, FEDERAL REP.
ZAIRE
ZAMBIA
ZIMBABWE
</TABLE>
*Dedicated service not available from Hawaii.
WILTEL--PROPRIETARY
10/17/96 Not for use or disclosure outside WilTel
except under written agreement.
