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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Quarterly Period Ended March 31, 1997.
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: 000-26118
_____________________________
MIDCOM COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1438806
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 THIRD AVENUE, SEATTLE WA 98101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 628-8000
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date.
Class Outstanding at April 30, 1997
----- -----------------------------
Common Stock, $0.0001 par value 15,225,621
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number
(Referenced to Item
601 of Registration
S-K)* Exhibit Description
- ------------------- -------------------
10.1 Network Products Purchase Agreement dated February 3,
1997 between the Company and Northern Telecom Inc.
10.2 Master Lease Agreement dated January 15, 1997 between the
Company and Comdisco, Inc. (the "Comdisco Master Lease
Agreement").
10.3 Form of Assignment and Delegation Contract among the
Company, Northern Telecom Inc. and Comdisco, Inc. with
respect to Schedules No. 2 through 7 to the Comdisco
Master Lease Agreement.
10.4 Warrant dated March 13, 1997 issued by the Company to
Comdisco, Inc.
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15
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10.5 Master Forbearance Agreement between the Company, PacNet
Inc. and KeyBank National Association.
10.6 Settlement Agreement and Release dated March 1, 1997
between the Company, numerous other named defendants and
Richard E. John.
10.7 Revised Registration Rights Agreement dated March 18,
1997 between the Company and Richard E. John.
** 10.8 Resale Solutions Switched Services Agreement signed
February 11, 1997 between Sprint Communications Company
L.P. and the Company. Portions of this exhibit have
been omitted pursuant to an application for an order
granting confidential treatment. The omitted portions
have been separately filed with the Comission.
** 10.9 DS-1 Private Line Agreement effective September 1, 1996
between Sprint Communications Company L.P and the
Company. Portions of this exhibit have been omitted
pursuant to an application for an order granting
confidential treatment. The omitted portions have been
separately filed with the Commission.
10.10 Loan and Security Agreement dated as of February 27, 1997
by and among the Company, Adval, Inc., Adval Data
Corporation, Advanced Network Design, Cel-Tech
International Corp., PacNet Inc. and Foothill Capital
Corporation.
10.11 Pledge Agreement dated as of February 27, 1997 by and
among the Company, Adval, Inc., Adval Data Corporation,
Advanced Network Design, Cel-Tech International Corp.,
PacNet Inc. and Foothill Capital Corporation.
10.12 Trademark Security Agreement dated as of February 27,
1997 by and among the Company, Adval, Inc., Adval Data
Corporation, Advanced Network Design, Cel-Tech
International Corp., PacNet Inc. and Foothill Capital
Corporation.
10.13 Suretyship Agreement dated as of March 14, 1997, by and
among the Company, Adval, Inc., Adval Data Corporation,
Advanced Network Design, Cel-Tech International Corp.,
PacNet Inc. and Foothill Capital Corporation.
11.1 Statement re: computation of net loss per share.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
None.
---------
* Unless otherwise indicated, exhibit was previously filed as an identically
numbered exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997 filed with Commission on May 15, 1997.
** Exhibit is filed herewith to replace an identically numbered exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1997 filed with Commission on May 15, 1997.
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16
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MIDCOM Communications Inc.
(Registrant)
/s/ STEVEN P. GOLDMAN
-----------------------------------
Date: September 5, 1997 Steven P. Goldman
General Counsel
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MIDCOM COMMUNICATIONS INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
(REFERENCED TO
ITEM 601 OF EXHIBIT
REGULATION S-K) DESCRIPTION
- --------------- -----------
<S> <C>
10.8 Resale Solutions Switched Services Agreement signed February 11, 1997 between Sprint Communications
Company L.P. and the Company. Portions of this exhibit have been omitted pursuant to an application for
an order granting confidential treatment. The omitted portions have been separately filed with the
Comission.
10.9 DS-1 Private Line Agreement effective September 1, 1996 between Sprint Communications Company L.P and
the Company. Portions of this exhibit have been omitted pursuant to an application for an order granting
confidential treatment. The omitted portions have been separately filed with the Commission.
</TABLE>
- --------------------------------------------------------------------------------
18
<PAGE> 1
EXHIBIT 10.8
[*] DESIGNATES MATERIAL FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED, WHICH MATERIAL HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint"), and MIDCOM Communications Inc.
("Customer"). Sprint and Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties agree as
follows:
1. DEFINITIONS. Capitalized terms appearing in bold print are defined in
Exhibit 1.
2. CONFIDENTIALITY. During the Term and for one year thereafter, neither
Party shall disclose any terms of this Agreement, including pricing, or
Proprietary Information of the other Party. Proprietary Information shall
remain the property of the disclosing Party. A Party receiving Proprietary
Information shall: (i) use or reproduce such information only when necessary to
perform this Agreement; (ii) provide at least the same care to avoid disclosure
or unauthorized use of such information as it provides to protect its own
Proprietary Information; (iii) limit access to such information to its
employees or agents who need such information to perform this Agreement; and
(iv) return or destroy all such information, including copies, after the need
for it has expired, upon request of the disclosing Party, or upon termination
of this Agreement.
Because of the unique nature of Proprietary Information, a breach of this
paragraph may cause irreparable harm for which monetary damages may be
inadequate compensation. Accordingly, in addition to other available remedies,
a Party may seek injunctive relief to enforce this paragraph.
3. TERM. The Term begins September 1, 1996, and runs for 42 months through
March 31, 2000.
4. TERMINATION FOR CAUSE.
4.1. A Party may terminate this Agreement upon the other Party's failure to
cure any of the following within 30 days following written notice thereof: (a)
the (i) insolvency, corporate reorganization, arrangement with creditors,
receivership or dissolution of the other Party; or (ii) institution of
bankruptcy proceedings by or against the other Party; (b) assignment or
attempted assignment of the Agreement or any interest therein, except as
permitted by Paragraph 24 hereof; (c) change in control of the defaulting Party
without the other Party's prior written consent, which consent shall not be
unreasonably withheld; (d) a final order by a government entity with
appropriate jurisdiction that a Service or the relationship hereunder is
contrary to law or regulation; or (e) breach of any provision herein not
otherwise referred to in Paragraph 4.
4.2. Sprint may terminate this Agreement immediately and without notice if
Customer fails to cure a material breach as provided in Paragraph 8 or
materially breaches a provision of Paragraph 17 or 18.
4.3. Customer may terminate the Agreement upon 30 days written notice if
special rate adjustments exceed the maximum provided in Paragraph 16. Customer
shall notify Sprint in writing of (a) any material breach of the Agreement by
Sprint or (b) Sprint's failure to provide Services for which it has been
designated the Primary carrier. If Sprint fails to cure the condition giving
rise to such notice within 30 days, Customer may terminate the Agreement upon 10
days written notice to Sprint.
4.4. Upon termination of this Agreement a Party may recover from the other all
sums it is owed at the time of termination, but without payment of Early
Termination Charges or Minimum Commitment Surcharge if such termination is
pursuant to Subparagraph 4.3.
5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE.
5.1. Customer may terminate this Agreement at any time without cause upon 90
days prior written notice to Sprint and payment to Sprint of the Early
Termination Charge in Subparagraph 5.2. Service will be discontinued the first
business day of the fourth month after such notice of termination.
5.2. Carrier Transport Base Rates and Promotional Discounts are based on
Customer's agreement to purchase Service for the entire Term. It is difficult
if not impossible to calculate Sprint's loss if Customer terminates the
Agreement pursuant to Subparagraph 5.1 prior to the end of the Term.
Therefore, to compensate Sprint for such loss, and not as a penalty. Customer
shall pay Sprint an Early Termination Charge in the event of such termination.
The Early Termination Charge shall equal 50% of the sum of the Minimum
Commitment for each month remaining in the Term when Service is discontinued
pursuant to Subparagraph 5.1. The Early Termination Charge shall be paid
within 30 days after the notice provided pursuant to Subparagraph 5.1.
6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT.
6.1. Interstate and international Service shall be provided pursuant to Tariff
as supplemented by this Agreement. In the event of a conflict between this
Agreement and any Tariff, the Tariff shall control.
6.2. Intrastate Service is provided pursuant to Tariff in every respect.
Promotional Discounts will not apply to intrastate Service. An Interstate
Adjustment may be applied based on intrastate usage as provided in Attachment
D. The Interstate Adjustment shall be based on intrastate usage at the Product
Hierarchy Level and will equal the difference between (a) such usage priced at
the Interstate Adjustment Rate in Attachment D less Discount One discounts.
The Interstate Adjustment for a given month shall not exceed interstate billing
for such month.
6.3. Except as may be limited to Section 16, Customer shall pay all Tariff
charges including, without limitation, fixed charges, feature charges, enhanced
800 charges, access facility charges, installation and other non-recurring
charges.
6.4. Sprint may modify or withdraw Tariffs from time to time, which may
include discontinuation of any Service without Sprint's liability.
7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of
Service creates a joint venture, partnership or agency between Sprint and
Customer. Customer is the service provider with respect to End Users. Sprint
is merely a supplier to Customer with no relationship to End Users.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
1
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8. USE OF NAME AND MARKS. This Agreement confers no right to use the name,
service marks, trademarks, copyrights, patents or CIC of either Party except as
expressly provided herein. Neither Party shall take any action which would
compromise the registered copyrights or service marks of the other.
Sprint's name is proprietary and nothing herein constitutes a general license
authorizing its use. Customer may not: (a) promote or advertise Sprint's name or
capabilities to End Users or prospective End Users; (b) attempt to sell its
service using Sprint's name; or (c) represent to End Users or prospective End
Users that they would be Sprint customers or that they may obtain Sprint service
from Customer.
Sprint shall provide Customer written notice of a breach of this paragraph.
Customer shall use its best efforts to immediately cure such breach, advising
Sprint of its actions. If, in Sprint's opinion, Customer fails to effect a cure
within 30 days of Sprint's notice, then Sprint may, at its option, terminate the
Agreement pursuant to Subparagraph 4.2.
Sprint's provision of Network Extension Service may result in End Users being
notified by their LEC that Sprint is their designated PIC. Therefore, to avoid
confusion and potential "slamming" complaints, Sprint hereby authorizes Customer
to use Sprint's name under the following conditions to provide End Users from
whom Customer has obtained a PIC Authorization with a fulfillment piece
containing the following Notice (the "Notice"):
We want to affirm how _____ will provide your long distance service.
Although _____ will provide your invoice and customer service, we use
major national carriers to actually carry your long distance calls.
After subscribing to our service, you may receive a notice from your
local phone company which says that your long distance "Carrier of
Choice" is Sprint. _____ has selected Sprint as the long distance
network provider it will use to handle your calls. That selection was
based on your quality and price requirements. If you have any questions
about your order, please call our toll free customer service number,
1-800-___-____.
If Customer subscribes to Sprint Express, calls placed by End Users to the
Sprint ITFS number will be answered "Sprint operator." This may cause confusion
if the End User does not know its calls are being carried on the Sprint network.
Therefore, to avoid such confusion, Sprint hereby authorizes Customer to provide
End Users who use Sprint Express with a fulfillment piece containing the
following notice (the "Sprint Express Notice"): "International call origination
may be provided by a Sprint operator." Sprint may withdraw consent to use the
Sprint Express Notice upon 10 days written notice.
Customer shall obtain Sprint's prior written approval of any fulfillment piece
in which the Notice or the Sprint Express Notice will appear.
9. SERVICE. Services provided hereunder are described in Exhibit 2.
10. LEGAL COMPLIANCE: REMEDIES FOR NON-COMPLIANCE.
10.1. Customer represents and warrants that (a) it has obtained all licenses
and regulatory authority necessary to operate as contemplated herein and (b) it
will not submit an End User ANI for activation without obtaining and maintaining
a proper PIC Authorization.
10.2. If, in Sprint's opinion reasonably exercised and determined, Customer
materially breaches this paragraph, Sprint may (a) terminate this Agreement
pursuant to Subparagraph 4.1(e), (b) reject End User ANIs submitted by Customer
for placement under its account, and/or (c) discontinue Promotional Discounts;
provided, however, that Sprint's shall give Customer 30 days notice and an
opportunity to cure prior to electing option (a) or (c) above. If Sprint elects
option (b) or (c), it will resume accepting ANIs and/or reinstate Promotional
Discounts only after Customer produces evidence satisfactory to Sprint that it
has cured its breach.
11. CUSTOMER RESPONSIBILITIES.
11.1. Customer shall not be relieved of any obligation hereunder by virtue of
the fact that Service is ultimately used by End Users.
11.2. Customer shall produce for Sprint's inspection, at Customer's expense,
any PIC Authorization within 48 hours after Sprint's written request (which may
be provided by fax), or within any shorter period required by a LEC or
regulatory agency. If Customer fails to comply with this subparagraph then
Spring may (a) discontinue Promotional Discounts and/or (b) refuse to activate
additional ANIs under Customer's account.
11.3. Customer shall reimburse Spring for any charge assessed by a LEC for
processing a PIC request initiated by Customer and pay Sprint a PIC Assessment
Fee equal to 25% of such charge.
11.4. Customer shall be solely responsible for End User solicitation, service
requests, creditworthiness, customer service, billing and collection.
11.5. Customer shall be financially liable for usage excluding 700/900 calls
generated by each End User ANI activated by Sprint until such ANI is
presubscribed to another IXC. Customer may request Sprint to block Network
Extension Service to an ANI upon the End User's failure to pay Customer, subject
to Customer's prior certification to Sprint that it has given the End User any
notice required by law.
11.6. Customer shall be solely liable for amounts it cannot collect from End
Users, and billing adjustments it grants End Users, including adjustments for
fraudulent charges, directory assistance or any other form of credit.
11.7. Customer shall comply with Sprint's network interface procedures when it
orders its own access facilities.
12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide switched
Service within 15 days, and dedicated Service within 30 days, following
Customers order, or the requested delivery date, whichever is later. These
deadlines will be extended by the time it takes to address activation errors or
obtain from Customer a complete and accurate order or PIC Authorization.
Customer shall reimburse Sprint for LEC imposed fees resulting from a request to
expedite Service.
13. PRICING; FORWARD PRICING; GENERAL CONDITIONS.
13.1. Pricing. Resale Solutions Base Rates and Promotional Discounts are
contained in the Attachments hereto.
13.2. Prices in Lieu of Other Discounts. Resale Solutions Base Rates and
Promotional Discounts are extended in lieu of any other Tariff or
SPRINT PROPRIETARY INFORMATION - RESTRICTED
2
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contractual discount, special pricing, or discount term plan. Discounts upon
discounts are only permitted if expressly provided for herein.
13.3. Prices Contingent on Performance. Resale Solutions Base Rates and
Promotional Discounts are contingent on Customer's full performance of all terms
of the Agreement. If Customer fails to pay the undisputed portion of an invoice
pursuant to Paragraph 17, all Service for which payment is past due may, at
Sprint's option, be priced at Resale Solutions Base Rates.
13.4. Per Minute Charges. Resale Solutions Base Rates are invoiced based on Per
Minute Charges utilizing the Rate Periods and Billing Increments in Attachment
B.
13.5. Non-Bell Switched Origination, Termination and 800 Origination Charges.
Customer shall pay the charges specified in Attachment B for each originating
minute and each terminating minute of an interstate call that originates and/or
terminates in a Non-Bell Service Area.
13.6. Switched Origination, and Termination Charges. Customer shall pay the
charges specified in Attachment B for each originating minute and each
terminating minute of an interstate call.
13.7. Promotional Pricing Levels. Customer will receive Discount One and
Discount Two discounts applied only to Rate Elements as provided in Attachments
C and D.
13.8. Forward Pricing. As a transition to the pricing hereunder, Discount Two
discounts may be based for a period of time on the greater of Customer's actual
Discount Two Monthly Volume of Service or a specified Forward Pricing Volume of
Service. The Forward Pricing Volume of Service and the period during which it
may be applied are specified in Attachment A.
13.9. Pricing Contingent on Primary Carrier Status. Pricing hereunder is
contingent on Customer utilizing Sprint as its Primary Carrier for the Primary
Carrier Services listed in Attachment A.
If 800 Service is a Primary Carrier Service then Customer shall designate Sprint
as its Primary Carrier in the 800 Service Management System database for all
interstate 800 traffic that is not originated directly by Customer.
Customer shall maintain adequate connectivity to Sprint during the Term to
insure that, on a monthly basis, 95% of Customer's qualified usage is delivered
to Sprint for (a) domestic originations and terminations and (b) international
terminations subject to Primary Carrier Status. Upon written notice by Sprint
that Customer is in breach of this section, Customer shall use best efforts to
place orders with Sprint for adequate access facilities to promptly cure such
breach. If Customer fails to comply with the requirements of this section within
30 days following notice from Sprint, then Customer shall, at Sprint's option,
pay a 20% surcharge on all Service purchased under this Agreement until cured.
Customer will only provision orders on Customer's CIC, and those CICs will only
be pointed at either Sprint or Midcom switches, excluding orders subject to
Primary Carrier Status.
14. SURCHARGES.
14.1. Minimum Commitment Surcharge. If Customer fails to generate Net Usage of
at least $75,000,000 by March 31, 2000, Customer shall pay Sprint a surcharge
for Service purchased prior to that date under the Agreement (the "Minimum
Commitment Surcharge"). The Minimum Commitment Surcharge shall be equal to 25%
of the difference between (a) the Net Usage actually generated by customer
between September 31, 1996, and March 31, 2000, and (b) $75,475,000. Any Minimum
Commitment Surcharge owed by Customer shall be invoiced by Sprint, and paid by
Customer, as part of the final invoice issued for Service provided under the
Agreement.
14.2. LEC Cap Surcharge. Any month Customer exceeds the Maximum Non-Bell
Traffic Percentage specified in Attachment B for any Service type, Customer
shall pay Sprint the per minute surcharge for such Service specified in
Attachment B for each minute above the Maximum Non-Bell Traffic Percentage that
originates from or terminates to a Non-Bell Service Area. Maximum Non-Bell
Traffic Percentages will be calculated independently for originating and
terminating minutes at each Product Hierarchy Level.
14.3. Minimum Average Time Requirement Surcharge. Any month Customer fails to
equal or exceed the Minimum Average Time Requirement specified in Attachment B
for Services specified in Attachment B, then Customer shall pay Sprint a per
minute surcharge on such usage equal to (a) the per minute surcharge specified
in Attachment B multiplied by (b) the difference between (i) the number of
minutes the Service was used and (ii) the number of calls using the Service
multiplied by the Minimum Average Time Requirement. This surcharge shall be
calculated at each Product Hierarchy Level.
14.4. Noncomplete Call Surcharge. Any month Customer exceeds the Maximum
Noncomplete 800 Call Percentage for interstate Resale Direct Toll Free, Resale
Direct Toll Free Extension, and/or interstate Resale Connect Toll Free traffic
as stated on Attachment B, Customer shall pay Sprint a surcharge equal to the
amount stated in Attachment B for each Noncomplete 800 Call in excess of the
Maximum Noncomplete 800 Call Percentage. This surcharge shall be calculated at
each Product Hierarchy Level.
14.5 Minimum Port Usage Surcharge. Any month Customer fails to equal or exceed
the Minimum Port Usage per Active Resale Direct Port as stated on Attachment A,
Customer shall pay Sprint a surcharge on its Ultra WATS usage equal to the
difference between (a) Customer's actual Net Usage for Resale Direct Service and
(b) the Minimum Port Usage multiplied by the total number of Active Resale
Direct Ports. This surcharge shall be calculated at each Product Hierarchy
Level.
15. SERVICE CHARGES. Customer shall pay Sprint a $25 service charge for each
End User ANI or 800 number Customer submits for activation (a) that Sprint
determines lacks a proper PIC Authorization or (b) that requires Sprint to
disconnect or transfer such ANI or 800 number from Sprint's data base before
placing it within Customer's CTIS hierarchy. However, the service charge
provided for in 15(b) will be waived if such End User ANIs, or 800 numbers, do
not exceed 15% of the total ANIs, or 800 numbers, submitted by Customer during
the previous 90 days.
16. SPECIAL RATE ADJUSTMENTS.
16.1 Sprint may, after 60 days notice to Customer, adjust the price of any
terminating international country provided hereunder to reflect changes in
international net settlements or currency exchange rates on a specific country
by country basis, provided, however, in the event Sprint increases the price of
Services, Sprint will reduce Customer's minimum commitment for outbound
international Services by an amount
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equal to (1) the average monthly amount billed by Sprint to Customer for such
Services over the three previous months multiplied by (2) the number of months
remaining in the term of the overall commitment.
16.2. From September 1, 1996 through March 31, 1997, the price of Service
provided hereunder is capped by [*], as of September 1, 1996. Effective
April 1, 1997, Sprint will match [*]. Since [*] fluctuate, Customer shall
notify Sprint of increases and decreases in such rates. This notice shall
include documentation acceptable to Sprint to substantiate that the change has
occurred. Once notified of the change, Sprint will increase or decrease its
rates to the Customer under this Agreement to reflect the corresponding
increase or decrease in [*]. Such rate adjustment will become effective the
first day of the first month that begins after the expiration of the thirty days
following Sprint's receipt of Customer's notice of a change in [*]. If Customer
fails to notify Sprint of any increase in the [*] (the "New Rate") within 30
days immediately following such increase, then Customer shall pay Sprint a
"Rate Adjustment Surcharge" (as defined below) for usage purchased hereunder
during the period between the date the New Rates would have become effective
under this Agreement if timely notice had been provided, and the date the New
Rates are actually implemented (the "Delayed Implementation Period"). The Rate
Adjustment Surcharge will equal 120% of the difference between (a) the total
amount paid for Service during the Delayed Implementation Period and (b) the
amount that would have been paid for such Service if the new Rate had been
implemented on a timely basis.
17. PAYMENT FOR SERVICE.
17.1. Payment Obligation. Customer shall pay Sprint for Service pursuant to
the terms of this Agreement and applicable Tariffs.
17.2. Call Detail. Sprint daily will provide Customer with the prior day's
daily call detail via NDM, as well as weekly Carrier Transport tapes containing
Customer's Service usage. Sprint may, at it's option, and without liability to
Customer, modify the format of the call detail media following 30 days written
notice to Customer.
17.3. Payment Procedure. Sprint will invoice Customer monthly for Service
provided hereunder. Invoices shall be due and payable upon receipt.
Undisputed charges for Service that are not paid within 45 days after
Customer's receipt of the invoice shall be past due. Interest will be charged
on past due amounts beginning the 46th day following Customer's receipt of the
invoice at a rate equal to the lesser of 18% per annum of the maximum rate
allowed by law.
The price of Service is exclusive of applicable taxes. Resale Solutions Base
Rates and Promotional Discounts are contingent on Customer providing Sprint
with certificates from appropriate taxing authorities exempting Customer from
taxes that would otherwise be invoiced hereunder.
17.4. Billing Disputes. If Customer in good faith disputes any invoiced
amount, it shall submit to Sprint, within 30 days following receipt of the
invoice, full payment of the undisputed portion of the invoice and written
documentation indentifying and substantiating the disputed amount. If the
Parties, in good faith, cannot resolve the dispute within a reasonable period
of time, then the dispute shall be settled by arbitration pursuant to Paragraph
22.
18. PAYMENT SECURITY. Provision of Service is contingent on credit approval
by Sprint. Upon request by Sprint, Customer shall provide Sprint with
financial statements, or other indications of Customer's financial
circumstances. If Customer's financial circumstances or payment history is or
becomes unacceptable to Sprint, then Sprint may require a deposit, irrevocable
letter of credit or other form of security acceptable to Sprint. Sprint's
acceptance of the form and amount of security offered by Customer shall be
based on usual commercial practices and standards. Customer's failure to
provide such security within 20 days following Sprint's request shall
constitute a default under Subparagraph 4.2.
19. INDEMNIFICATION. Each Party (as "Indemnitor") shall indemnify, defend and
hold harmless the other Party (as "Indemnitee") from and against any and all
liabilities, costs, damages, fines, assessments, penalties and expenses
(including ordinary, necessary and reasonable attorney's fees) resulting from
(a) breach of any provision in this Agreement by Indemnitor, its employees or
agents, or (b) any misrepresentation or illegal act of Indemnitor, its employees
or agents, arising out of the Indemnitor's performance hereunder.
Except as the result of a negligent act of omission or commission by Sprint,
Customer shall indemnify, defend and hold Sprint harmless from and against any
and all liabilities, costs and damages (including ordinary, necessary and
reasonable attorney's fees) resulting from any claim arising out of: (i) use of
Service by Customer to extend its service to End Users; (ii) use of Service by
Customer or End Users; (iii) libel, slander, or patent or trademark infringement
arising from the combination or use of Service with Customer provided service or
facilities; or (iv) Customer's marketing, advertising, sales or promotional
activities.
20. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING
LOSS OF PROFITS, LOSS OF CUSTOMERS OR GOODWILL ARISING FROM THE RELATIONSHIP OR
CONDUCT OF BUSINESS HEREUNDER.
21. WARRANTIES. WARRANTIES AND REMEDIES SET FORTH IN THE AGREEMENT AND
SPRINT'S TARIFFS ARE THE ONLY WARRANTIES AND REMEDIES WITH RESPECT TO THE
SERVICE, AND ARE IN LIEU OF ANY OTHER WARRANTY, WRITTEN OR ORAL, STATUTORY
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
22. ARBITRATION. Any dispute arising out of or relating to the Agreement will
be finally settled by arbitration in accordance with the rules of the American
Arbitration Association. The arbitration will be governed by the United States
Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the award
rendered by the arbitrator(s) may be entered by any court with jurisdiction.
The arbitration will be held in the Kansas City, MO metropolitan area.
23. NOTICES. Notices, requests or other communications (excluding invoices)
hereunder shall be in writing and sent by certified mail addressed as follows:
If to Sprint: Sprint Communications Company
5420 LBJ Freeway, Suite 1700
Dallas, TX 75240
Attention: Vice President-Wholesale Services
SPRINT PROPRIETARY INFORMATION - RESTRICTED
4
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With copy to: Sprint Communication Company
8140 Ward Parkway
Kansas City, MO 64114
Attention: Vice President Law-Marketing/Sales
If to Customer: MIDCOM Communications, Inc.
1111 Third Avenue, Suite 1600
Seattle, WA 98101
Attention: President and Chief Executive Officer
With copy to: MIDCOM Communications Inc.
1111 Third Avenue, Suite 1600
Seattle, WA 98101
Attention: General Counsel
24. ASSIGNMENT. Neither this Agreement nor any right or obligation hereunder
may be assigned or delegated to any other entity without the prior written
consent of the other Party, which consent shall not be unreasonably withheld.
25. EXCUSABLE DELAY. In the event of an Excusable Delay the performance
obligations of the Parties hereunder shall be suspended and the Term shall be
extended for a period of time equal to the length of such delay; provided,
however, the affected Party shall promptly notify the other Party of the nature
of the delay and the estimated time that it will continue. If an Excusable
Delay continues for more than 90 days and has a material adverse impact on the
other Party, such other Party may, at its option and upon written notice to the
other Party, terminate this Agreement without liability other than payment for
Service provided prior to termination. Notwithstanding the foregoing, neither
Party may invoke this paragraph with regard to any event listed in Paragraph 4
or to delay performance of Paragraphs 17 or 18.
26. CAPTIONS. Captions of the paragraphs and subparagraphs herein are for
convenience only, are not part of the Agreement and shall not define or limit
any of the Agreement's terms.
27. CHOICE OF LAW. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Kansas.
28. RULES OF CONSTRUCTION. No rule of construction requiring interpretation
against the draftsman shall apply in the interpretation of this Agreement.
29. ENTIRE AGREEMENT. This Agreement, together with the attached Exhibits and
Attachments, represents the entire agreement of the Parties with respect to the
subject matter hereof and supersedes all other agreements between the Parties
relating to the Service.
30. MODIFICATION OF AGREEMENT. This Agreement, including its Exhibits and
Attachments, may be amended, modified or supplemented only by a separate
written document executed by both Parties with the formality of this Agreement.
31. WAIVER OF TERMS. No term or provision herein shall be waived, and no
breach or default excused, unless such waiver or consent is in writing and
signed by the Party to which it is attributed. No consent by a Party to, or
waiver of, a breach or default by the other, whether express or implied, shall
constitute a consent to, or waiver of, any subsequent breach or default.
32. PARTIAL INVALIDITY. If any provision of this Agreement shall be invalid
or unenforceable, such invalidity or unenforceability shall not invalidate or
render the Agreement unenforceable, but rather the Agreement shall be construed
as if not containing the invalid or unenforceable provision. However, if such
provision is an essential element of this Agreement, the Parties shall promptly
attempt to negotiate a substitute therefor.
33. CUMULATIVE REMEDIES. Except as otherwise provided herein, the remedies
provided for in this Agreement are in addition to any other remedies available
at law or in equity.
34. ACQUISITIONS; MERGERS; CONSOLIDATIONS. Customer will not merge or
consolidate with another carrier ("Surviving Carrier"), or permit controlling
interest in Customer to be acquired by another carrier ("Acquiring Carrier"),
without acceptance by the Surviving Carrier or Acquiring Carrier of an
assignment of Customer's rights and obligations under this Agreement.
If Customer breaches this paragraph, Sprint may terminate this Agreement and
recover from Customer, as liquidated damages and not as a penalty, the Minimum
Commitment Surcharge for the remaining Term of the Agreement as provided in
Subparagraph 14.1.
If Customer acquires a carrier ("Acquired Carrier") with whom Sprint has an
agreement to provide Wholesale telecommunications services ("Acquired Carrier
Agreement"), then Customer will pay Sprint a service transfer fee ("Service
Transfer Fee") as set forth in this section. Sprint shall compare its rates
under the Acquired Carrier Agreement to the rates under this Agreement on a
product specific and jurisdiction-specific basis. Considering such rate
differences, and the usage and term commitments under the Acquired Carrier
Agreement, Sprint will determine the revenue it will lose because services
otherwise purchased under the Acquired Carrier Agreement will be purchased
under this Agreement (the "Revenue Loss"). The Service Transfer Fee will equal
fifty percent of such Revenue Loss and shall be paid by Customer in equal
monthly installments over a period equal to half of the unexpired term of the
Acquired Carrier Agreement.
In addition to the above Service Transfer Fee, Customer's Minimum Commitment
under this Agreement will be increased by an amount equal to 60% of any minimum
commitment remaining in the Acquired Carrier Agreement.
If an Acquired Carrier is purchasing service from a carrier other than Sprint
at the same time of the Acquired Carrier's acquisition by Customer, then
the remaining commitment under the Acquired Carrier's Agreement with such other
carrier will be excluded from the Primary Carrier requirement hereunder if (a)
the Acquired Carrier's obligation to the other carrier must be assumed by
Customer and (b) fulfilling such obligation does not require a reduction in
revenue and/or minutes generated for Sprint under this Agreement.
35. [*] Customer hereby grants to Sprint the right to [*]. Customer may [*].
On or before the 16th day of the month immediately following the month during
which Customer submits to Sprint [*], Sprint will, at its sole option either (i)
make [*] effective the first day of the following calendar month or (ii) reduce
Customer's [*] by an amount equal to (1) [*] over the three previous months
multiplied by (2) the number of months remaining in the term of the overall
commitment.
The first two times Sprint declines to make [*], Customer, at its sole
discretion, may leave its [*] and receive associated [*]. Notwithstanding
subsection (a)(ii) above, if Sprint declines to make [*] three or more times,
Sprint will only [*] as provided in (a)(ii) if Customer [*] within 90 days
following notice of Sprint's decision.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
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36. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement shall be
withdrawn if the Agreement is not executed by both Parties within 45 days after
the Proposal Date stated on Attachment A.
EXECUTED and made effective as provided herein.
MIDCOM COMMUNICATIONS, INC. SPRINT COMMUNICATIONS COMPANY L.P.
- ------------------------------
(Customer)
By: /s/ J. T. CALDWELL By: /s/ R. MICHAEL FRANZ
--------------------------- -----------------------------------
R. Michael Franz
Title: Senior Vice President President, Wholesale Services Group
------------------------
Date: January 20, 1997 Date: February 11, 1997
------------------------- -------------------------
APPROVED
SPRB
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EXHIBIT 1
DEFINITIONS
Capitalized terms appearing in bold print in the Agreement, its Exhibits and
Attachments are defined as follows:
"ACTIVE RESALE DIRECT PORT" means a Customer access port (DS-0 equivalent)
connected to Sprint and activated as Resale Direct SERVICE.
"ANI" means a calling telephone number identification which is forwarded to an
IXC by a LEC as a call is placed.
"ASSOCIATED LOCATION" means a physical premise to or from which Sprint provides
SERVICE which is: (a) owned or leased by Customer; (b) occupied by a business
in which Customer has an equity interest of at least a 25%; or (c) occupied by
a franchisee of Customer.
"ATTACHMENT" means a supplement attached to, and a part of, the Agreement.
"BILLING INCREMENT" means a TARIFFED billing increment, unless otherwise stated
in ATTACHMENT B.
"BONA FIDE OFFER" means at least two current, independent, written offers to
provide Direct international outbound service to a TOP 30 COUNTRY that: (i) are
submitted to Customer by separate QUALIFIED CARRIERS, one of which must be a
TIER A CARRIER: and (ii) contain rates for outbound international services that
are at least 5% lower than the rates for such services provided in the
Agreement.
"CALLING CARD" means a card issued to an END USER in Customer's name containing
an authorization code that the END USER may use to originate calls over
Sprint's network as provided in EXHIBIT 2.
"RESALE CONNECT FONCARD SERVICE" means a SERVICE consisting of a Sprint
authorization code incorporated into Customer's CALLING CARD which, together
with Customer's service enhancements, is provided to End Users for use in
originating calls over Sprint's network as provided in EXHIBIT 2.
"RESALE SOLUTIONS BASE RATES" means the prices provided herein for Resale
Solutions Service.
"RESALE SOLUTIONS SERVICE" means switched Service purchased under the Agreement
and invoiced under CTIS.
"CIC" means an IXC carrier identification code.
"CTIS" means Sprint's Carrier Transport Invoicing System.
"DAY RATE PERIOD" means the TARIFF day rate period unless otherwise specified
herein.
"DISCOUNT ONE" means a RATE ELEMENT specific discount that (1) is based on
Customer's DISCOUNT ONE MONTHLY VOLUME OF SERVICE and (2) is applied to usage at
the SERVICE HIERARCHY LEVEL that has been priced at RESALE SOLUTIONS BASE RATES.
"DISCOUNT ONE MONTHLY VOLUME OF SERVICE" means the volume of Customer's
monthly usage, at each PRODUCT HIERARCHY LEVEL, for a specific RATE ELEMENT
priced at RESALE SOLUTIONS BASE RATES.
"DISCOUNT RATE PERIOD" means the TARIFF international discount rate period
unless otherwise specified herein.
"DISCOUNT THREE" means a RATE ELEMENT specific discount that (1) is based on
Customer's DISCOUNT THREE MONTHLY VOLUME OF SERVICE and (2) is applied at the
PRODUCT HIERARCHY LEVEL or the SERVICE HIERARCHY LEVEL to interstate or
international usage to the LATAs or countries specified in ATTACHMENT C.
"DISCOUNT THREE MONTHLY VOLUME OF SERVICE" means the volume of Customer's
monthly usage, at the PRODUCT HIERARCHY LEVEL or SERVICE HIERARCHY LEVEL, of
interstate or international minutes to the specific LATAs or countries
identified in ATTACHMENT C and priced based on the usage levels and RATE
PERIODS specified in ATTACHMENT C.
"DISCOUNT TWO" means a RATE ELEMENT specific discount that (1) is based on
Customer's DISCOUNT TWO MONTHLY VOLUME OF SERVICE and (2) is applied to usage
at the SERVICE HIERARCHY LEVEL that has been priced at RESALE SOLUTIONS BASE
RATES less DISCOUNT ONE discounts.
"DISCOUNT TWO MONTHLY VOLUME OF SERVICE" means the volume of Customer's monthly
usage, at the MASTER HIERARCHY LEVEL, of all (1) RESALE SOLUTIONS SERVICES,
including directory assistance SERVICES, priced at RESALE SOLUTIONS BASE RATES
after the application of DISCOUNT ONE discounts, but prior to the application
of DISCOUNT TWO discounts, of all (2) CLEARLINE DS1 AND DS3 Private Line IXC
charges, and of all (3) OPERATOR SERVICES charges. DISCOUNT TWO MONTHLY VOLUME
OF SERVICE does not include RESALE SOLUTIONS SERVICE charges that are not based
on usage, any charge associated with access (dedicated or non-dedicated),
facilities charges, any usage related fixed charge, any non-recurring charge
such as installation charges, taxes, surcharges, transfer fees, or interest.
Clearline DS1 and DS3 Private Line IXC charges and Operator Service charges will
contribute to the DISCOUNT TWO MONTHLY VOLUME OF SERVICES one month in arrears.
"EARLY TERMINATION CHARGE" means the charge imposed for terminating the
Agreement prior to expiration of the Term as provided in Paragraph 5 thereof.
"ECONOMY RATE PERIOD" means the Tariff international economy rate period.
[*]
"END USER" means a customer of Customer to whom Sprint extends NETWORK
EXTENSION SERVICE at a NON-ASSOCIATED LOCATION.
- -----------------------------
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"EVENING RATE PERIOD" means the Tariff evening rate period unless otherwise
specified herein.
"EXCUSABLE DELAY" means any event that prevents a Party from performing its
obligations hereunder and that is beyond the reasonable control and without the
fault or negligence of such Party.
"EXHIBIT" means a supplement attached to, and a part of, the Agreement.
"FORWARD PRICING VOLUME OF SERVICE" means the volume of service specified in
ATTACHMENT A upon which DISCOUNT TWO discounts may be based as provided in
Subparagraph 13.8 of the Agreement.
"INTERSTATE ADJUSTMENT" means the adjustment under Subparagraph 6.2 to the
invoice for interstate usage that is based on the level of intrastate usage.
"INTERSTATE ADJUSTMENT RATE" means the rate identified in ATTACHMENT D that is
used to determine the INTERSTATE ADJUSTMENT as provided in Subparagraph 6.2.
"IXC" means interexchange carrier.
"LEC" means local exchange carrier.
"MASTER HIERARCHY LEVEL" means billing hierarchy level 1.
"MAXIMUM NONCOMPLETE 800 CALL PERCENTAGE" means, for each month, for each
Service type, the ratio, expressed as a percentage, of (i) the aggregate number
of NONCOMPLETE 800 CALLS during such period divided by (ii) the aggregate
number of 800 calls during such period. This percentage shall be calculated at
each PRODUCT HIERARCHY LEVEL.
"MAXIMUM NON-BELL TRAFFIC PERCENTAGE" means, for each month, the ratio,
expressed as a percentage, of (i) the number of minutes during such period that
originate from, or terminate in, a NON-BELL SERVICE AREA, divided by (ii) the
total number of minutes during such period. MAXIMUM NON-BELL TRAFFIC
PERCENTAGES will be calculated independently for originating and terminating
minutes at the PRODUCT HIERARCHY LEVEL.
"MINIMUM AVERAGE TIME REQUIREMENT" means the minimum average call duration,
expressed in minutes, for SERVICES as specified in ATTACHMENT B. MINIMUM AVERAGE
TIME REQUIREMENT calculations will be made at each PRODUCT HIERARCHY LEVEL.
"MINIMUM COMMITMENT" means the minimum monthly usage commitment stated on
ATTACHMENT A. The calculation to determine whether Customer has met the MINIMUM
COMMITMENT shall be based on Customer's invoiced NET USAGE.
"MINIMUM PORT USAGE" means the minimum NET USAGE for Resale Direct Service
stated on ATTACHMENT A that Customer shall generate per ACTIVE RESALE DIRECT
PORT.
"NETWORK EXTENSION SERVICE" means SERVICE that Sprint extends to the
NON-ASSOCIATED LOCATION of an END USER.
"NET USAGE" means the monthly amount invoiced for use of a SERVICE net of
DISCOUNT ONE, DISCOUNT TWO and DISCOUNT THREE discounts. NET USAGE includes the
following as they apply to particular SERVICES: monthly per-minute usage
charges invoiced under the Agreement; route advance charges; real time ANI
charges; switched origination and termination charges; directory assistance
charges; MINIMUM AVERAGE TIME REQUIREMENT SURCHARGES; Noncomplete Call
Surcharges; FONcard surcharges; and LEC Cap Surcharges.
"NIGHT/WEEKEND RATE PERIOD" means the TARIFF night/weekend rate period unless
otherwise specified herein.
"NONCOMPLETE 800 CALL" means an attempted Resale Connect Toll Free, Resale
Direct Toll Free, or Resale Direct Toll Free Extension call that is not
completed to the called number for any reason.
"NON-ASSOCIATED LOCATION" means any physical premise to or from which Spring
provides SERVICE that is not an ASSOCIATED LOCATION.
"NON-BELL SERVICE AREA" means the geographic service area of any "independent"
LEC which is not a Bell Operating Company.
"OFF PEAK RATE PERIOD" means (a) the EVENING RATE PERIOD and the NIGHT/WEEKEND
RATE PERIOD for interstate traffic and (b) the DISCOUNT RATE PERIOD and ECONOMY
RATE PERIOD for international traffic.
"PEAK RATE PERIOD" means (a) the DAY RATE PERIOD for interstate traffic and
(b) the STANDARD RATE PERIOD for international traffic.
"PER MINUTE CHARGE" means the per minute charge for SERVICE as set forth in
EXHIBIT C based on RATE PERIODS and BILLING INCREMENTS stated in ATTACHMENT B.
"PIC" means primary interexchange carrier.
"PIC AUTHORIZATION" means an END USER'S selection of a PIC that meets the
requirements of federal and state law.
"PRIMARY CARRIER" means the IXC designated by Customer as its first routing
choice and primary overflow carrier; provided, however, that Sprint will not be
designated as customer's "PRIMARY CARRIER" for (i) services which Customer is
obligated to place under pre-existing contracts with other interexchange
carriers; until such time that the initial term expires (i.e., Customer agrees
not to renew the term of these agreements and will transition all services to
Sprint upon expiration or termination of these agreements), (ii) services
carried on Customer's own private line network connected to customers switching
platform, (iii) local access/egress used to transport calls to or/and from
customers switching platform, (iv) services which Sprint elects not to provide
to Customer including the provisions of Section 35 herein. For purposes of this
Agreement, the PRIMARY CARRIER requirement will commence November 1, 1996 and
continue throughout the remainder of the TERM.
"PRIMARY CARRIER SERVICE" means the Service specified in ATTACHMENT A for which
sprint shall be Customer's PRIMARY CARRIER.
"PRODUCT HIERARCHY LEVEL" means the fifth level in the Customer billing
hierarchy, and is directly above the SERVICE HIERARCHY LEVEL which ties like
SERVICES together for purposes of reporting. Each PRODUCT HIERARCHY LEVEL is
considered independently for calculation and application of DISCOUNT ONE, LEC
Cap Surcharges, MINIMUM AVERAGE TIME REQUIREMENT Surcharges, NONCOMPLETE 800
Call Surcharges and MINIMUM PORT USAGE Surcharges.
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8
<PAGE> 9
"PROMOTIONAL DISCOUNTS" is a collective reference to Discount One, Discount
Two, Discount Three and Interstate Adjustments.
"PROPOSAL DATE" means the date indicated on Attachment A that the Agreement is
offered by Spring to Customer.
"PROPRIETARY INFORMATION" means (a) written information of a Party which is
clearly and conspicuously marked as proprietary or confidential or which is
accompanied by written notice that such information is confidential, or (b) a
verbal communication which is subsequently confirmed in writing to the other
Party as confidential or proprietary information which (i) is maintained in
confidence and secrecy by the disclosing Party, (ii) is valuable to the
disclosing Party because of such confidence or secrecy, and (iii) is subject to
the disclosing Party's reasonable efforts to maintain such confidentiality and
secrecy. PROPRIETARY INFORMATION shall not include information which (1) is at
any time in the public domain other than through wrongdoing on the part of an
entity owing a duty of confidentiality to the disclosing Party, (2) is within
legitimate possession of the receiving Party without obligation of
confidentiality, (3) is lawfully received from a third party having rights
therein without restriction of the right to disseminate the information, (4) is
independently developed without breach of any obligation of confidentiality
through parties without access to or knowledge of such PROPRIETARY INFORMATION,
(5) is disclosed with prior written approval of the other Party, (6) is
transmitted after the disclosing Party has received written notice from the
receiving Party that it does not desire to receive further PROPRIETARY
INFORMATION, or (7) is obligated to be produced under order of a court of
competent jurisdiction.
"QUALIFIED CARRIER" means either a TIER A CARRIER or TIER B CARRIER.
"RATE ELEMENT" means a jurisdictional element of the rate for a particular
Service. For example, RESALE DIRECT rates consist of separate RATE ELEMENTS for
interstate, intrastate, Canada, Mexico domestic, Mexico international, other
international, and directory assistance usage.
"RATE PERIODS" is a collective reference to the DAY RATE PERIOD, DISCOUNT RATE
PERIOD, ECONOMY RATE PERIOD, EVENING RATE PERIOD, NIGHT/WEEKEND RATE PERIOD,
OFF PEAK RATE PERIOD, PEAK RATE PERIOD, and STANDARD RATE PERIOD.
"SERVICE" means the service identified in the EXHIBITS and ATTACHMENTS that
Sprint shall provide and Customer shall purchase hereunder.
"SERVICE HIERARCHY LEVEL" means the sixth and lowest level in the Customer's
billing hierarchy.
"STANDARD RATE PERIOD" means the Tariff standard rate period for international
Service unless otherwise specified herein.
"TARIFF(S)" means any applicable tariff filed by Sprint with the Federal
Communications Commission for interstate or international Service (including
Tariff revisions) and/or any applicable tariff filed with a state regulatory
commission for INTRASTATE SERVICE. Should Sprint no longer file TARIFFS in
order to provide SERVICE, the TARIFF shall mean the standard rate tables and
terms and conditions that replace such TARIFFS.
"TERMS" means the term of the Agreement as provided in Paragraph 3 thereof.
"TIER A CARRIER" means AT&T, MCI, WorldCom, Cable & Wireless and LCI.
"TIER B CARRIER" means one of the three interexchange carriers providing
international service, other than a TIER A CARRIER, that Customer designates as
the three TIER B CARRIERS for a particular quarter.
"TOP 30 COUNTRY" means a country identified by Customer on or before April 1,
of each year as one of the top 30 countries to which customer has available
Direct international outbound traffic as billed under Carrier Transport
Invoicing System. Each Mexico rating band will be considered a country.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
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EXHIBIT 2
SERVICES
--------
The following Services are provided pursuant to the Agreement.
1. OUTBOUND SERVICE.
1.1 RESALE DIRECT and RESALE DIRECT EXTENSION. Resale Direct and Resale Direct
Extension is provided hereunder for switched outbound traffic with interstate
or international termination that originates over dedicated special access
(DS-1 or DS-3) circuits.
1.2. RESALE DIRECT. Resale Direct is Service subscribed to, and paid for, by
Customer that originates from an Associated Location. Carrier Ultra WATS may be
obtained only by a carrier with its own CIC.
1.3. RESALE DIRECT EXTENSION. Resale Direct Extension is Service subscribed
to, and paid for, by Customer but connected directly to a Non-Associated
Location.
1.4. RESALE CONNECT ONE PLUS. Resale Connect One Plus is provided hereunder
for switched access outbound traffic utilizing Feature Group D protocol having
interstate or international termination.
2. TOLL FREE SERVICE.
2.1. RESALE DIRECT TOLL FREE and RESALE DIRECT TOLL FREE EXTENSION. Resale
Direct Toll Free and Resale Direct Toll Free Extension is provided hereunder
for Customer switched inbound traffic with interstate or international
origination that terminates over dedicated special access (DS-1 or DS-3)
circuits.
2.2. RESALE DIRECT TOLL FREE. Resale Direct Toll Free is Toll Free Service
subscribed to, and paid for, by Customer that terminates to an Associated
Location. Resale Direct Toll Free may be obtained only by a carrier with its
own CIC.
2.3. RESALE CONNECT TOLL FREE EXTENSION. Resale Connect Toll Free Extension is
Toll Free Service subscribed to, and paid for, by Customer but connected
directly to an Non-Associated Location.
2.4. RESALE CONNECT TOLL FREE. Resale Connect Toll Free is provided hereunder
for switched inbound traffic, terminating on Feature Group D protocol, having
interstate or international origination.
2.5. INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free Service
("ITFS") shall be provided subject to availability. Because of a limited
quantity of Toll Free numbers in some countries, Sprint may, as it deems
appropriate, after 30 days notice, disconnect any ITFS number which does not
generate at least 60 minutes of usage during any period of three consecutive
months. ITFS traffic must be terminated directly in the continental U.S. If
reorigination occurs, ITFS traffic is subject to foreign PTT interruption and
is beyond Sprint's control. ITFS Service shall be provided pursuant to Tariff,
including rates, discounts and Toll Free number charges, unless otherwise
provided herein.
3. FONVIEW. FONview is not available for Service billed under CTIS.
4. DIRECTORY ASSISTANCE.
4.1. INTERSTATE. Interstate directory assistance provided hereunder must have
a domestic origination over Customer's circuits. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in LEC directory
assistance charges.
4.2. INTERNATIONAL. International directory assistance is provided pursuant
to Tariff. International directory assistance must have a domestic origination
over Customer's circuits and request numbers must be located in the countries
listed in Sprint's FCC Tariff 1, Section 2.1. International directory
assistance may be obtained by calling a Sprint operator who will request the
number from the appropriate country's international operator. Sprint may modify
directory assistance prices provided in the Agreement to reflect changes in
directory assistance charges of other countries.
4.3. TOLL-FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not be
eligible for any toll-free directory listing at Sprint's expense.
5. RESALE CONNECT FONCARD SERVICE
5.1 Resale Connect FONCard Service consists of an authorization code issued by
Sprint which Customer will incorporate into a Calling Card. The Calling Card,
together with Customer provided service enhancements, will be provided in
Customer's name to End Users who may use the card to originate calls over
Sprint's network in the contiguous U.S. and selected countries. Sprint will
transport Customer's Calling Card traffic with the same quality as Sprint
FONcard traffic.
5.2. Availability. Resale Connect FONCARD Service is provided subject to (a)
availability and compatibility of facilities, (b) Customer fulfillment, and (c)
800 access origination, which Customer agrees may be withheld by Sprint in
certain LATAs because of facility constraints.
5.3. Activation. Sprint will provide Customer with activated authorization
codes to be imprinted on Customer's Calling Cards. The codes will be provided
within 30 days following Customer's request and notice to Sprint of Customer's
fulfillment vendor.
5.4. Toll Free Access. Customer may elect Calling Card access to a Sprint
operator using either a "Generic" or "Branded" Toll Free access number. The
operator response to a Generic Toll Free call will be similar to: "Long
Distance, may I help you?" Calls to a Branded access number will be answered by
an operator assigned exclusively to Customer. Operator response to Branded
access calls will be similar to "(Customer) Long Distance Operator."
Customer shall pay a non-recurring charge for establishing account access as
provided in Attachment B.
5.5. Service Representative. Sprint will designate a representative to
provide Customer service. This representative will not be available for direct
contact by End Users.
5.6. Non-Emergency Deactivation. Sprint will advise Customer of the process
for requesting non-emergency deactivation of an authorization
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code. Sprint may periodically deactivate unused authorization codes to minimize
potential fraud. Sprint will notify Customer of any such deactivation.
Emergency deactivation is provided for in Subparagraph 5.9 of this Attachment.
5.7. Remedy for Service Failure. Notwithstanding anything to the contrary
in Subparagraph 4.1(e) of the Agreement, Customer's sole and exclusive remedy
for failure of a particular Resale Connect FONcard Service shall be
discontinuation of the affected Service subject to Paragraph 25 of the
Agreement.
5.8. Customer Obligations. Customer shall, at Customer's expense: (a)
design, manufacture and distribute its Calling Cards; (b) solicit End Users in
its own name in compliance with Paragraph 8 of the Agreement; (c) address End
User service requests; (d) determine End User creditworthiness; (e) define its
relationship with End Users relative to its Calling Card Service by tariff or
contract; (f) provide Calling Card fulfillment using a bonded fulfillment
vendor; (g) supply its fulfillment vendor with necessary End User information;
(h) maintain its own End User data base; (i) provide End User customer service,
billing and collection; (j) maintain its own End User customer service number,
which shall be printed on each Calling Card; (k) establish internal Calling
Card management procedures; (l) monitor for fraud and code abuse; and (m)
cooperate and interface with Sprint to prevent fraud or code abuse as provided
herein.
Customer shall provide Sprint with all order authorizations, service
applications and information that Sprint requires to establish and maintain
Resale Connect FONcard Service and proper invoicing.
Customer shall be liable for (a) all usage charged to an activated authorization
code after the code is provided to Customer or its agent, (b) non payment by
End Users, and (c) billing adjustments granted to End Users as provided in
Subparagraph 11.6 of the Agreement.
Customer shall indemnify and hold Sprint harmless from any claim or damages
resulting from Sprint's deactivation of an authorization code at Customer's
request.
5.9. Code Abuse: Fraud: Emergency Deactivation. Sprint and Customer will
cooperate to deter Calling Card fraud and code abuse. Sprint will monitor usage
of Customer Calling Cards to detect fraud or code abuse in the same manner that
it monitors FONcard usage of its own customers. This activity will not create
any liability on the part of Sprint resulting from code abuse or fraud.
Customer shall be liable for all usage charged to an activated authorization
code that results from fraud or code abuse.
Spring will notify Customer of (a) the process Customer may use to obtain
emergency deactivation of a lost or stolen Calling Card and (b) the process
Sprint will use to notify Customer of suspected fraud or code abuse.
Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint
will immediately notify if fraud or code abuse is suspected. Customer shall
advise Sprint within 30 minutes after receiving such notice whether it wants
the authorization code deactivated. If Sprint is unable to reach Customer's
contact, or if Customer fails to respond to Sprint's notice within 30 minutes.
Sprint may, in its discretion deactivate the authorization code and advise
Customer of its actions. Sprint shall incur no liability for such deactivation.
Sprint shall be liable for calls charged to an authorization code after a
period of 4 hours following an appropriate emergency deactivation request.
Requests for credit pursuant to this subparagraph shall be supported by
appropriate documentation. Sprint will investigate and, in its discretion,
either approve or reject such requests. Notwithstanding anything in Paragraph
18 of the Agreement, the amount of any credit request under this subparagraph
shall not be deducted as a disputed charge prior to payment of an invoice.
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ATTACHMENT A-1
A.3. TERM OF AGREEMENT: 42 months. (effective September 1, 1996 through March
31, 2000) If the Agreement is executed by Customer prior to January 9,
1997, the price for Services provided hereunder will be applied
systematically effective with the February 1997 usage invoice. Sprint
will apply benchmark style credits for the September through January
usage periods in order to approximate discounts due for these periods.
Sprint and the Customer will work cooperatively to calculate these
figures.
A.13.8. FORWARD PRICING - FORWARD PRICING VOLUME OF SERVICE
Not Applicable
A.13.9. PRIMARY CARRIER REQUIREMENT. Customer shall utilize Sprint as its
PRIMARY CARRIER for the following PRIMARY CARRIER SERVICES
Direct
Direct Toll Free
Direct Extension
Direct Toll Free Extension
Connect One Plus
Connect Toll Free
International Toll Free Service
A.14.1 MINIMUM COMMITMENT:
Cumulative**
Months Net Usage Commitment
------ --------------------
1-7 $0
8-42 [*] ***
** All services sold by Sprint to Customer apply to this
commitment, including Clearline Private Lines and Operator
Services charges.
*** Under no circumstances, shall the portion of the Cumulative
Net Usage Commitment related to the $25,000 Monthly Account
Charge be retired (especially by invoking an international
commitment reduction as provided for in Paragraph 35,) except by
payment of the outstanding Monthly Account Charges in full.
A.14.5. MINIMUM PORT USAGE: $100 Minimum Net Direct Usage Per Port
MONTHLY ACCOUNT CHARGE: Monthly recurring Account charge will be $25,000 until
August 1, 1998.
PROMOTIONAL NDM CDR CHARGE; NDM CDR charges will be waived for one location
only.
REPORTING REQUIREMENT
Customer will send on a monthly basis a report summarizing the number of
minutes by service type, jurisdiction and Carrier.
PROPRIETARY INFORMATION
[SPRINT LOGO] RESTRICTED 12/20/96
<PAGE> 13
Attachment A-2
PROMOTIONAL ACF/COC/EFC CHARGES
All ACF Charges will be waived.
Monthly recurring COC charges will be waived.
Monthly recurring EFC charges will be $5.50 per port when Customer
utilizes Sprint's entrance facilities.
CIC DEPLOYMENT CHARGES
All CIC deployment charges will be per Attachment A-4. These charges
will be applied on a LATA by LATA basis as ordered by Customer.
T-1 INSTALLATION CHARGES
Direct and Direct Extension T1 access installation charges (local loop,
COC, and ACF) for New Accounts will be waived provided such T1s
remain in service for a period of at least 12 months. Customer's
applicable T1 installation charges will be credited to zero when
installed, however, if an eligible T1 is taken out of service
for any reason within 12 months of installation, Customer will
be debited back a prorated portion of the amount that was
originally credited up to $400.
A.14.6. INTERNATIONAL FORECAST SURCHARGE. To enable Sprint to adequately
forecast demand for international capacity, Customer, beginning May 1,
1997, must provide Sprint with a forecast of projected usage (referred
to as the "International Usage Forecast") to any country to which
Customer anticipates generating more than 50,000 MOUs during any month
(referred to as a "High Usage Country").
During the Term of the Agreement the Customer may submit in writing an
amended International Usage Forecast showing any increase in anticipated
usage. Sprint shall have thirty (30) days to review the amendment and
notify Customer in the event any of the increased usage projections
exceed Sprint's network capacity to a particular country. As part of
said notification, for each country, Sprint shall inform Customer of how
many MOUs are available to the Customer on Sprint's network.
If during the term of the Agreement, Sprint's network is not able to
handle the traffic volume to any country as agreed to in response to
Customer's International Usage Forecast, then the Minimum Usage
Commitments shall be reduced as by an amount equal to (1) the average
monthly amount billed by Sprint to Customer for such Services over the
three previous months multiplied by (2) the number of months remaining
in the term of the overall commitment.
In the event the Customer exceeds Sprint's network capacity to a
particular country, Sprint reserves the right, to impose a monthly
surcharge on usage to each High Usage Country equal to $0.10 for each
MOU (a) above 62,500 MOUs to such country if Customer does not submit an
International Usage Forecast, or (b) above 125% of the usage to such
country that is forecasted in Customer's International Usage Forecast.
Sprint will give Customer at least 30 days written notification prior to
imposing the surcharge.
A.36 PROPOSAL DATE: December 20, 1996
PROPRIETARY INFORMATION
[SPRINT LOGO] RESTRICTED 12/20/96
<PAGE> 14
Attachment A-3
International Usage Forecast
Country Minutes/Month
------- -------------
Proprietary Information
RESTRICTED
<PAGE> 15
Attachment A-4
CIC Loading Charges By LATA
<TABLE>
<CAPTION>
LATA Charge LATA Charge LATA Charge LATA Charge
- ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
120 $ [*] 354 $ [*] 520 $ [*] 668 $ [*]
122 $ [*] 356 $ [*] 521 $ [*] 670 $ [*]
124 $ [*] 358 $ [*] 522 $ [*] 672 $ [*]
126 $ [*] 360 $ [*] 524 $ [*] 674 $ [*]
128 $ [*] 362 $ [*] 526 $ [*] 676 $ [*]
130 $ [*] 364 $ [*] 528 $ [*] 720 $ [*]
132 $ [*] 366 $ [*] 530 $ [*] 721 $ [*]
133 $ [*] 368 $ [*] 532 $ [*] 722 $ [*]
134 $ [*] 370 $ [*] 534 $ [*] 724 $ [*]
136 $ [*] 374 $ [*] 536 $ [*] 726 $ [*]
138 $ [*] 376 $ [*] 538 $ [*] 728 $ [*]
140 $ [*] 420 $ [*] 540 $ [*] 730 $ [*]
220 $ [*] 422 $ [*] 542 $ [*] 732 $ [*]
222 $ [*] 424 $ [*] 544 $ [*] 734 $ [*]
224 $ [*] 426 $ [*] 546 $ [*] 736 $ [*]
226 $ [*] 428 $ [*] 548 $ [*] 738 $ [*]
228 $ [*] 430 $ [*] 550 $ [*] 740 $ [*]
230 $ [*] 432 $ [*] 552 $ [*] 820 $ [*]
232 $ [*] 434 $ [*] 554 $ [*] 822 $ [*]
234 $ [*] 436 $ [*] 556 $ [*] 832 $ [*]
236 $ [*] 438 $ [*] 558 $ [*] 834 $ [*]
238 $ [*] 440 $ [*] 560 $ [*] 920 $ [*]
240 $ [*] 442 $ [*] 562 $ [*] 922 $ [*]
242 $ [*] 444 $ [*] 564 $ [*] 923 $ [*]
244 $ [*] 446 $ [*] 566 $ [*] 924 $ [*]
246 $ [*] 448 $ [*] 568 $ [*] 927 $ [*]
248 $ [*] 450 $ [*] 570 $ [*] 928 $ [*]
250 $ [*] 452 $ [*] 620 $ [*] 929 $ [*]
252 $ [*] 454 $ [*] 624 $ [*] 932 $ [*]
254 $ [*] 456 $ [*] 626 $ [*] 937 $ [*]
256 $ [*] 458 $ [*] 628 $ [*] 938 $ [*]
320 $ [*] 460 $ [*] 630 $ [*] 939 $ [*]
322 $ [*] 462 $ [*] 632 $ [*] 949 $ [*]
324 $ [*] 464 $ [*] 634 $ [*] 951 $ [*]
325 $ [*] 466 $ [*] 635 $ [*] 952 $ [*]
326 $ [*] 468 $ [*] 636 $ [*] 953 $ [*]
328 $ [*] 470 $ [*] 638 $ [*] 956 $ [*]
330 $ [*] 472 $ [*] 640 $ [*] 958 $ [*]
332 $ [*] 474 $ [*] 644 $ [*] 960 $ [*]
334 $ [*] 476 $ [*] 646 $ [*] 961 $ [*]
336 $ [*] 477 $ [*] 648 $ [*] 973 $ [*]
338 $ [*] 478 $ [*] 650 $ [*] 974 $ [*]
340 $ [*] 480 $ [*] 652 $ [*] 976 $ [*]
342 $ [*] 482 $ [*] 654 $ [*] 977 $ [*]
344 $ [*] 484 $ [*] 656 $ [*] 978 $ [*]
346 $ [*] 486 $ [*] 658 $ [*] 980 $ [*]
348 $ [*] 488 $ [*] 660 $ [*] -----
350 $ [*] 490 $ [*] 664 $ [*] Total $ [*]
352 $ [*] 492 $ [*] 666 $ [*] =====
</TABLE>
Proprietary Information
HIGHLY RESTRICTED
<PAGE> 16
Attachment B - 1
B.13.4. Billing Increments/Usage Periods for Per Minute Charges.
Service will be invoiced based on Per Minute Charges utilizing Tariffed
Rate Periods and Tariffed Increments, unless specifically set forth below:
<TABLE>
<CAPTION>
Initial Additional
Service Type/ Billing Increment Billing Increment
Rate Element (sec) (sec)
<S> <C> <C>
Interstate Direct & Direct Extension 6 6
Intrastate Direct & Direct Extension 6 6
Canada Term. Direct & Direct Extension 30 6
Mexico US Element Direct & Direct Extension 30 6
Mexico Int'l Element Direct & Direct Extension 60 60
Other Int'l Direct & Direct Extension 30 6
Interstate Connect One Plus 6 6
Intrastate Connect One Plus 6 6
Canada Term. Connect One Plus 30 6
Mexico US Element Connect One Plus 30 6
Mexico Int'l Element Connect One Plus 60 60
Other Int'l Connect One Plus 30 6
Interstate Direct Toll Free & Direct Toll Free Ext. 6 6
Intrastate Direct Toll Free & Direct Toll Free Ext. 6 6
Canada Orig. Direct Toll Free & Direct Toll Free Ext. 30 6
Mexico Direct Toll Free & Direct Toll Free Ext. 60 60
Other Int'l Direct Toll Free & Direct Toll Free Ext. 30 6
Caribbean Direct Toll Free & Direct Toll Free Ext. 30 6
Interstate Connect Toll Free 6 6
Intrastate Connect Toll Free 6 6
Canada Orig. Connect Toll Free 30 6
Mexico Connect Toll Free 60 60
Other Int'l. Connect Toll Free 30 6
Caribbean Connect Toll Free 30 6
Interstate Connect FONcard 18 6
Intrastate Connect FONcard 18 6
Canada Connect FONcard 30 6
Other Int'l Connect FONcard 30 6
</TABLE>
B.13.5. NON-BELL SWITCHED ORIGINATION/TERMINATION/800 ORIGINATION CHARGE.
Customer shall pay the following charges for each minute of a switched
interstate call originating or terminating in a Non-Bell Service Area:
Not Applicable
B.13.6. SWITCHED ORIGINATION/TERMINATION/800 ORIGINATION CHARGE. Customer shall
pay the following charges for each minute of a switched interstate and
intrastate/intraLATA:
Direct & Direct Extension - The Termination Charge on
Attachments B-3 and B-4 will be applied to all minutes.
Direct Toll Free & Direct Toll Free Extension - The Origination
Charge on Attachments B-3 and B-4 will be applied to all minutes.
PROPRIETARY INFORMATION
[SPRINT LOGO] RESTRICTED
<PAGE> 17
Attachment B - 2
Connect One Plus & Connect Toll Free - The Termination and the
Origination Charge on Attachments B-3 and B-4 will be applied to all minutes.
Connect Toll Free - The Termination and the Origination Charge
on Attachments B-3 and B-4 will be applied to all minutes.
Connect FONcard - Not Applicable
B.14.2. LEC Cap Maximum Non-Bell Traffic.
<TABLE>
<CAPTION>
Maximum Originating Maximum Terminating Non-Bell
Service Type Non-Bell Traffic % Non-Bell Traffic % Surcharge
<S> <C> <C> <C>
Direct N/A N/A N/A
Direct Toll Free N/A N/A N/A
Connect One Plus N/A N/A N/A
Connect Toll Free N/A N/A N/A
Connect FONcard 30% 30% $0.050
Direct Extension N/A N/A N/A
Direct Toll Free Ext N/A N/A N/A
</TABLE>
B.14.3. Minimum Average Call Duration: Minimum Average Time Requirement (MATR)
shall not apply unless specifically set forth below:
Not Applicable
B.14.4. Maximum Noncomplete Call Percentage.
<TABLE>
<CAPTION>
Direct Toll Free, Direct Toll Free Maximum
Extension, and Connect Toll Free Noncomplete 800 Per Call
Usage Type (Rate Element) Call Percentage Surcharge
<S> <C> <C>
Intrastate/Interstate 10% [*]
International/Canadian 10% [*]
</TABLE>
Promotional Monthly Recurring 800 Charges:
Customer's Monthly Recurring Connect Toll Free service charge will be
[*] per Connect Toll Free account per month.
Customer's 800 numbers (Connect Toll Free, Direct Toll Free, and Direct
Toll Free Extension) requiring 800 Toll-free Directory Assistance
Listings will be charged an additional Monthly Recurring Charge of [*]
per month per 800 number requiring such listing.
Toll Free Database Query Charge
Customer's Toll Free Database Query charge will be [*] per domestic
Direct Toll Free, Direct Toll Free Extension, and Connect Toll Free
Call.
PROPRIETARY INFORMATION
[SPRINT LOGO] RESTRICTED
<PAGE> 18
Attachment B - 3
Interstate Switched Origination and Switched Termination per Minute Charges
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Origination Termination
State Group Vendor (LEC) Charge Charge
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AK 7 LEC OTHER [*] [*]
AL 1 BELL SOUTH [*] [*]
AL 3 GTE [*] [*]
AL 7 LEC OTHER [*] [*]
AR 1 SWBT [*] [*]
AR 3 GTE [*] [*]
AR 4 ALLTEL [*] [*]
AR 5 CENTURY [*] [*]
AR 7 LEC OTHER [*] [*]
AZ 1 US WEST [*] [*]
AZ 4 CITIZENS [*] [*]
AZ 7 LEC OTHER [*] [*]
CA 1 PACIFIC TEL [*] [*]
CA 3 GTE [*] [*]
CA 4 CONTEL/CA [*] [*]
CA 7 LEC OTHER [*] [*]
CO 1 US WEST [*] [*]
CO 4 PTI [*] [*]
CO 7 LEC OTHER [*] [*]
CT 1 SNET [*] [*]
CT 1 NYNEX [*] [*]
CT 7 LEC OTHER [*] [*]
DC 1 BELL ATL [*] [*]
DC 7 LEC OTHER [*] [*]
DE 1 BELL ATL [*] [*]
DE 7 LEC OTHER [*] [*]
FL 1 BELL SOUTH [*] [*]
FL 2 SPRINT LTD [*] [*]
FL 3 GTE [*] [*]
FL 7 LEC OTHER [*] [*]
GA 1 BELL SOUTH [*] [*]
GA 4 ALLTEL [*] [*]
GA 7 LEC OTHER [*] [*]
HI 3 GTE [*] [*]
HI 7 LEC OTHER [*] [*]
IA 1 US WEST [*] [*]
IA 3 GTE [*] [*]
IA 4 CEA-INS [*] [*]
IA 5 ROCHESTER [*] [*]
IA 7 LEC OTHER [*] [*]
ID 1 US WEST [*] [*]
ID 3 GTE [*] [*]
ID 4 CITIZENS [*] [*]
ID 7 LEC OTHER [*] [*]
IL 1 AMERITECH [*] [*]
IL 2 SPRINT LTD [*] [*]
IL 3 GTE [*] [*]
IL 4 TCG [*] [*]
IL 7 LEC OTHER [*] [*]
IN 1 AMERITECH [*] [*]
IN 2 SPRINT LTD [*] [*]
IN 3 GTE [*] [*]
IN 7 LEC OTHER [*] [*]
KS 1 SWBT [*] [*]
KS 2 SPRINT LTD [*] [*]
KS 7 LEC OTHER [*] [*]
KY 1 BELL SOUTH [*] [*]
KY 4 CINN BELL [*] [*]
KY 7 LEC OTHER [*] [*]
KY 3 GTE [*] [*]
LA 1 BELL SOUTH [*] [*]
LA 4 CENTURY [*] [*]
LA 7 LEC OTHER [*] [*]
MA 1 NYNEX [*] [*]
MA 7 LEC OTHER [*] [*]
MD 1 BELL ATL [*] [*]
MD 7 LEC OTHER [*] [*]
ME 1 NYNEX [*] [*]
ME 4 TDS [*] [*]
ME 7 LEC OTHER [*] [*]
MI 1 AMERITECH [*] [*]
MI 3 GTE [*] [*]
MI 4 CENTURY [*] [*]
MI 7 LEC OTHER [*] [*]
MN 1 US WEST [*] [*]
MN 2 SPRINT LTD [*] [*]
MN 3 GTE [*] [*]
MN 4 CEA-MEANS [*] [*]
MN 5 ROCHESTER [*] [*]
MN 7 LEC OTHER [*] [*]
MO 1 SWBT [*] [*]
MO 2 SPRINT LTD [*] [*]
MO 3 GTE [*] [*]
MO 4 ALLTEL [*] [*]
MO 7 LEC OTHER [*] [*]
MS 1 BELL SOUTH [*] [*]
MS 4 CENTURY [*] [*]
MS 7 LEC OTHER [*] [*]
MT 1 US WEST [*] [*]
MT 4 PTI [*] [*]
MT 5 CITIZENS [*] [*]
MT 7 LEC OTHER [*] [*]
NC 1 BELL SOUTH [*] [*]
NC 2 SPRINT LTD [*] [*]
NC 3 GTE [*] [*]
NC 4 ALLTEL [*] [*]
NC 7 LEC OTHER [*] [*]
ND 1 US WEST [*] [*]
ND 7 LEC OTHER [*] [*]
NE 1 US WEST [*] [*]
NE 2 SPRINT LTD [*] [*]
NE 3 GTE [*] [*]
NE 4 LINCOLN [*] [*]
NE 7 LEC OTHER [*] [*]
NH 1 NYNEX [*] [*]
NH 7 LEC OTHER [*] [*]
NJ 1 BELL ATL [*] [*]
NJ 2 SPRINT LTD [*] [*]
NJ 7 LEC OTHER [*] [*]
NM 1 US WEST [*] [*]
NM 3 GTE [*] [*]
NM 7 LEC OTHER [*] [*]
NV 1 PACIFIC TELESIS [*] [*]
NV 2 SPRINT LTD [*] [*]
NV 4 CONTEL/CA [*] [*]
NV 5 ALLTEL [*] [*]
NV 7 LEC OTHER [*] [*]
NY 1 NYNEX [*] [*]
NY 4 TCG [*] [*]
NY 5 ROCHESTER [*] [*]
NY 6 CITIZENS [*] [*]
NY 7 LEC OTHER [*] [*]
OH 1 AMERITECH [*] [*]
OH 2 SPRINT LTD [*] [*]
OH 3 GTE [*] [*]
OH 4 CINN BELL [*] [*]
OH 5 ALLTEL [*] [*]
OH 6 CENTURY [*] [*]
OH 7 LEC OTHER [*] [*]
OK 1 SWBT [*] [*]
OK 3 GTE [*] [*]
OK 4 ALLTEL [*] [*]
OK 7 LEC OTHER [*] [*]
OR 1 US WEST [*] [*]
OR 2 SPRINT LTD [*] [*]
OR 3 GTE [*] [*]
OR 4 PTI [*] [*]
OR 7 LEC OTHER [*] [*]
PA 1 BELL ATL [*] [*]
PA 2 SPRINT LTD [*] [*]
PA 3 GTE [*] [*]
PA 4 ALLTEL [*] [*]
PA 7 LEC OTHER [*] [*]
PR 7 LEC OTHER [*] [*]
RI 1 NYNEX [*] [*]
RI 7 LEC OTHER [*] [*]
SC 1 BELL SOUTH [*] [*]
SC 2 SPRINT LTD [*] [*]
SC 3 GTE [*] [*]
SC 4 ALLTEL [*] [*]
SC 7 LEC OTHER [*] [*]
SD 1 US WEST [*] [*]
SD 4 CEA-SDN [*] [*]
SD 7 LEC OTHER [*] [*]
TN 1 BELL SOUTH [*] [*]
TN 2 SPRINT LTD [*] [*]
TN 4 TDS [*] [*]
TN 5 CITIZENS [*] [*]
TN 7 LEC OTHER [*] [*]
TX 1 SWBT [*] [*]
TX 2 SPRINT LTD [*] [*]
TX 3 GTE [*] [*]
TX 7 LEC OTHER [*] [*]
UT 1 US WEST [*] [*]
UT 4 CITIZENS [*] [*]
UT 7 LEC OTHER [*] [*]
VA 1 BELL ATL [*] [*]
VA 2 SPRINT LTD [*] [*]
VA 3 GTE [*] [*]
VA 7 LEC OTHER [*] [*]
VI 7 LEC OTHER [*] [*]
VT 1 NYNEX [*] [*]
VT 4 TDS [*] [*]
VT 7 LEC OTHER [*] [*]
WA 1 US WEST [*] [*]
WA 2 SPRINT LTD [*] [*]
WA 3 GTE [*] [*]
WA 4 PTI [*] [*]
WA 7 LEC OTHER [*] [*]
WI 1 AMERITECH [*] [*]
WI 3 GTE [*] [*]
WI 4 CENTURY [*] [*]
WI 5 PTI [*] [*]
WI 6 TDS [*] [*]
WI 7 LEC OTHER [*] [*]
WV 1 BELL ATL [*] [*]
WV 4 CITIZENS [*] [*]
WV 7 LEC OTHER [*] [*]
WY 1 US WEST [*] [*]
WY 2 SPRINT LTD [*] [*]
WY 4 PTI [*] [*]
WY 7 LEC OTHER [*] [*]
</TABLE>
- --------------------------------------------------------------------------------
PROPRIETARY INFORMATION
<PAGE> 19
Attachment B - 4
Intrastate Switched Origination and Switched Termination per Minute Charges
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Origination Termination
State Group Vendor (LEC) Charge Charge
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AK 7 LEC OTHER [*] [*]
AL 1 BELL SOUTH [*] [*]
AL 3 GTE [*] [*]
AL 7 LEC OTHER [*] [*]
AR 1 SWBT [*] [*]
AR 3 GTE [*] [*]
AR 4 ALLTEL [*] [*]
AR 5 CENTURY [*] [*]
AR 7 LEC OTHER [*] [*]
AZ 1 US WEST [*] [*]
AZ 4 CITIZENS [*] [*]
AZ 7 LEC OTHER [*] [*]
CA 1 PACIFIC TEL [*] [*]
CA 3 GTE [*] [*]
CA 4 CONTEL/CA [*] [*]
CA 7 LEC OTHER [*] [*]
CO 1 US WEST [*] [*]
CO 4 PTI [*] [*]
CO 7 LEC OTHER [*] [*]
CT 1 SNET [*] [*]
CT 1 NYNEX [*] [*]
CT 7 LEC OTHER [*] [*]
DC 1 BELL ATL [*] [*]
DC 7 LEC OTHER [*] [*]
DE 1 BELL ATL [*] [*]
DE 7 LEC OTHER [*] [*]
FL 1 BELL SOUTH [*] [*]
FL 2 SPRINT LTD [*] [*]
FL 3 GTE [*] [*]
FL 7 LEC OTHER [*] [*]
GA 1 BELL SOUTH [*] [*]
GA 4 ALLTEL [*] [*]
GA 7 LEC OTHER [*] [*]
HI 3 GTE [*] [*]
HI 7 LEC OTHER [*] [*]
IA 1 US WEST [*] [*]
IA 3 GTE [*] [*]
IA 4 CEA-INS [*] [*]
IA 5 ROCHESTER [*] [*]
IA 7 LEC OTHER [*] [*]
ID 1 US WEST [*] [*]
ID 3 GTE [*] [*]
ID 4 CITIZENS [*] [*]
ID 7 LEC OTHER [*] [*]
IL 1 AMERITECH [*] [*]
IL 2 SPRINT LTD [*] [*]
IL 3 GTE [*] [*]
IL 4 TCG [*] [*]
IL 7 LEC OTHER [*] [*]
IN 1 AMERITECH [*] [*]
IN 2 SPRINT LTD [*] [*]
IN 3 GTE [*] [*]
IN 7 LEC OTHER [*] [*]
KS 1 SWBT [*] [*]
KS 2 SPRINT LTD [*] [*]
KS 7 LEC OTHER [*] [*]
KY 1 BELL SOUTH [*] [*]
KY 4 CINN BELL [*] [*]
KY 7 LEC OTHER [*] [*]
KY 3 GTE [*] [*]
LA 1 BELL SOUTH [*] [*]
LA 4 CENTURY [*] [*]
LA 7 LEC OTHER [*] [*]
MA 1 NYNEX [*] [*]
MA 7 LEC OTHER [*] [*]
MD 1 BELL ATL [*] [*]
MD 7 LEC OTHER [*] [*]
ME 1 NYNEX [*] [*]
ME 4 TDS [*] [*]
ME 7 LEC OTHER [*] [*]
MI 1 AMERITECH [*] [*]
MI 3 GTE [*] [*]
MI 4 CENTURY [*] [*]
MI 7 LEC OTHER [*] [*]
MN 1 US WEST [*] [*]
MN 2 SPRINT LTD [*] [*]
MN 3 GTE [*] [*]
MN 4 CEA-MEANS [*] [*]
MN 5 ROCHESTER [*] [*]
MN 7 LEC OTHER [*] [*]
MO 1 SWBT [*] [*]
MO 2 SPRINT LTD [*] [*]
MO 3 GTE [*] [*]
MO 4 ALLTEL [*] [*]
MO 7 LEC OTHER [*] [*]
MS 1 BELL SOUTH [*] [*]
MS 4 CENTURY [*] [*]
MS 7 LEC OTHER [*] [*]
MT 1 US WEST [*] [*]
MT 4 PTI [*] [*]
MT 5 CITIZENS [*] [*]
MT 7 LEC OTHER [*] [*]
NC 1 BELL SOUTH [*] [*]
NC 2 SPRINT LTD [*] [*]
NC 3 GTE [*] [*]
NC 4 ALLTEL [*] [*]
NC 7 LEC OTHER [*] [*]
ND 1 US WEST [*] [*]
ND 7 LEC OTHER [*] [*]
NE 1 US WEST [*] [*]
NE 2 SPRINT LTD [*] [*]
NE 3 GTE [*] [*]
NE 4 LINCOLN [*] [*]
NE 7 LEC OTHER [*] [*]
NH 1 NYNEX [*] [*]
NH 7 LEC OTHER [*] [*]
NJ 1 BELL ATL [*] [*]
NJ 2 SPRINT LTD [*] [*]
NJ 7 LEC OTHER [*] [*]
NM 1 US WEST [*] [*]
NM 3 GTE [*] [*]
NM 7 LEC OTHER [*] [*]
NV 1 PACIFIC TELESIS [*] [*]
NV 2 SPRINT LTD [*] [*]
NV 4 CONTEL/CA [*] [*]
NV 5 ALLTEL [*] [*]
NV 7 LEC OTHER [*] [*]
NY 1 NYNEX [*] [*]
NY 4 TCG [*] [*]
NY 5 ROCHESTER [*] [*]
NY 6 CITIZENS [*] [*]
NY 7 LEC OTHER [*] [*]
OH 1 AMERITECH [*] [*]
OH 2 SPRINT LTD [*] [*]
OH 3 GTE [*] [*]
OH 4 CINN BELL [*] [*]
OH 5 ALLTEL [*] [*]
OH 6 CENTURY [*] [*]
OH 7 LEC OTHER [*] [*]
OK 1 SWBT [*] [*]
OK 3 GTE [*] [*]
OK 4 ALLTEL [*] [*]
OK 7 LEC OTHER [*] [*]
OR 1 US WEST [*] [*]
OR 2 SPRINT LTD [*] [*]
OR 3 GTE [*] [*]
OR 4 PTI [*] [*]
OR 7 LEC OTHER [*] [*]
PA 1 BELL ATL [*] [*]
PA 2 SPRINT LTD [*] [*]
PA 3 GTE [*] [*]
PA 4 ALLTEL [*] [*]
PA 7 LEC OTHER [*] [*]
PR 7 LEC OTHER [*] [*]
RI 1 NYNEX [*] [*]
RI 7 LEC OTHER [*] [*]
SC 1 BELL SOUTH [*] [*]
SC 2 SPRINT LTD [*] [*]
SC 3 GTE [*] [*]
SC 4 ALLTEL [*] [*]
SC 7 LEC OTHER [*] [*]
SD 1 US WEST [*] [*]
SD 4 CEA-SDN [*] [*]
SD 7 LEC OTHER [*] [*]
TN 1 BELL SOUTH [*] [*]
TN 2 SPRINT LTD [*] [*]
TN 4 TDS [*] [*]
TN 5 CITIZENS [*] [*]
TN 7 LEC OTHER [*] [*]
TX 1 SWBT [*] [*]
TX 2 SPRINT LTD [*] [*]
TX 3 GTE [*] [*]
TX 7 LEC OTHER [*] [*]
UT 1 US WEST [*] [*]
UT 4 CITIZENS [*] [*]
UT 7 LEC OTHER [*] [*]
VA 1 BELL ATL [*] [*]
VA 2 SPRINT LTD [*] [*]
VA 3 GTE [*] [*]
VA 7 LEC OTHER [*] [*]
VI 7 LEC OTHER [*] [*]
VT 1 NYNEX [*] [*]
VT 4 TDS [*] [*]
VT 7 LEC OTHER [*] [*]
WA 1 US WEST [*] [*]
WA 2 SPRINT LTD [*] [*]
WA 3 GTE [*] [*]
WA 4 PTI [*] [*]
WA 7 LEC OTHER [*] [*]
WI 1 AMERITECH [*] [*]
WI 3 GTE [*] [*]
WI 4 CENTURY [*] [*]
WI 5 PTI [*] [*]
WI 6 TDS [*] [*]
WI 7 LEC OTHER [*] [*]
WV 1 BELL ATL [*] [*]
WV 4 CITIZENS [*] [*]
WV 7 LEC OTHER [*] [*]
WY 1 US WEST [*] [*]
WY 2 SPRINT LTD [*] [*]
WY 4 PTI [*] [*]
WY 7 LEC OTHER [*] [*]
</TABLE>
- --------------------------------------------------------------------------------
PROPRIETARY INFORMATION
<PAGE> 20
ATTACHMENT C-1
INTERSTATE/INTRASTATE SWITCHED NETWORK EXTENSION
BASE RATES
- --------------------------------------------------------------------------------
Connect One Plus Connect Toll Free
LATA Group Peak OffPeak Peak Offpeak
- --------------------------------------------------------------------------------
All (except the following) [*] [*] [*] [*]
California Intrastate [*] [*] [*] [*]
Puerto Rico 820 [*] [*] [*] [*]
US Virgin Island 822 [*] [*] [*] [*]
Alaska 832 [*] [*] [*] [*]
Hawaii 834 [*] [*] [*] [*]
Wake & Midway 836 [*] [*] [*] [*]
- --------------------------------------------------------------------------------
Interstate/Intrastate usage originating from/terminating to all exchanges will
incur an additional per minute Interstate Switched Origination/Termination
Charge as indicated on Attachment B.
The above listed base rates are not eligible for any tariff or contractual
discounts.
INTERSTATE/INTRASTATE DEDICATED NETWORK EXTENSION
BASE RATES
- --------------------------------------------------------------------------------
Direct Extension Direct Toll Free Ext
LATA Group Peak OffPeak Peak Offpeak
- --------------------------------------------------------------------------------
All (except the following) [*] [*] [*] [*]
California Intrastate [*] [*] [*] [*]
Puerto Rico 820 [*] [*] [*] [*]
US Virgin Island 822 [*] [*] [*] [*]
Alaska 832 [*] [*] [*] [*]
Hawaii 834 [*] [*] [*] [*]
Wake & Midway 836 [*] [*] [*] [*]
- --------------------------------------------------------------------------------
Interstate/Intrastate usage originating from/terminating to all exchanges will
incur an additional per minute Interstate Switched Origination/Termination
Charge as indicated on Attachment B.
The above listed base rates are not eligible for any tariff or contractual
discount 2s.
NEW CUSTOMER PROMOTION
DISCOUNT 1
BASE RATES
- --------------------------------------------------------------------------------
Discount 1 Monthly Direct Extension Direct Toll Free Ext
Volume of Service Peak OffPeak Peak Offpeak
- --------------------------------------------------------------------------------
$0 + [*] [*] [*] [*]
- --------------------------------------------------------------------------------
For dedicated Network Extension Service (Direct Extension and Direct Toll Free
Extension), Customer will be eligible for the New Customer Promotion Discount 1
above (applied to the interstate base rate usage) for all existing accounts and
new accounts that were not dedicated access users on the Sprint network for the
six (6) months immediately preceding receipt of order. Any new accounts that
were dedicated access users on the Sprint network for the six (6) months
preceding receipt of order will be billed in a separate billing product
hierarchy level and will not receive the New Customer Promotion discount.
Proprietary Information
RESTRICTED 12/20/96
<PAGE> 21
Attachment C-2
INTERSTATE/INTRASTATE CARRIER DEDICATED SERVICE
BASE RATES
- --------------------------------------------------------------------------------
Direct Direct Toll Free
LATA Group Peak OffPeak Peak OffPeak
- --------------------------------------------------------------------------------
All (except the following) [*] [*] [*] [*]
California Intrastate [*] [*] [*] [*]
Puerto Rico 820 [*] [*] [*] [*]
US Virgin Islands 822 [*] [*] [*] [*]
Alaska 832 [*] [*] [*] [*]
Hawaii 834 [*] [*] [*] [*]
Wake & Midway 836 [*] [*] [*] [*]
- --------------------------------------------------------------------------------
Interstate usage originating from/terminating to all exchanges will incur an
additional per minute Interstate Switched Origination/Termination Charge as
indicated on Attachment B. The above listed base rates are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED 12/20/96
<PAGE> 22
Attachment C-3
DIRECTORY ASSISTANCE
BASE RATES
- --------------------------------------------------------------------------------
Jurisdiction Connect One Plus Direct Extension Direct
- --------------------------------------------------------------------------------
All Domestic [*] [*] [*]
Canada [*] [*] [*]
Puerto Rico [*] [*] [*]
US Virgin Islands [*] [*] [*]
Alaska [*] [*] [*]
Hawaii [*] [*] [*]
Wake & Midway [*] [*] [*]
- --------------------------------------------------------------------------------
The above Directory Assistance rates not eligible for Discounts
Proprietary Information
RESTRICTED 12/20/96
<PAGE> 23
ATTACHMENT C-4
CANADA TERMINATING SERVICE
BASE RATES
- --------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak
- --------------------------------------------------------------------------------
ALL [*] [*] [*] [*] [*] [*]
- --------------------------------------------------------------------------------
CANADA ORIGINATING SERVICE
BASE RATES
- --------------------------------------------------------------------------------
Connect Toll Free Direct Toll Free Ext Direct Toll Free
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak
- --------------------------------------------------------------------------------
ALL [*] [*] [*] [*] [*] [*]
- --------------------------------------------------------------------------------
The above listed base rates are not eligible for any tariff or contractual
discounts.
Proprietary Information
RESTRICTED 12/20/96
<PAGE> 24
Attachment C-5
MEXICO TERMINATING SERVICE
BASE RATES - DOMESTIC ELEMENT
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct
Mileage Peak OffPeak Peak OffPeak Peak OffPeak
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALL $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
- ---------------------------------------------------------------------------------------
</TABLE>
BASE RATES - INTERNATIONAL ELEMENT
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct
Mexico Rate Step Peak OffPeak Peak OffPeak Peak OffPeak
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
2 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
3 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
4 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
5 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
6 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
7 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
8 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
- ---------------------------------------------------------------------------------------
</TABLE>
Mexico Rate Steps are defined in Sprint FCC Tariff #2.
The above listed base rates are not eligible for any tariff or contractual
discounts.
Proprietary Information
RESTRICTED
<PAGE> 25
Attachment C-6
MEXICO ORIGINATING SERVICE
BASE RATES
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Direct Toll Free Direct Toll Free Ext Connect Toll Free
Mexico Zone # Peak OffPeak Peak OffPeak Peak OffPeak
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
2 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
3 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
4 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
- ---------------------------------------------------------------------------------------------
</TABLE>
US Rate Area and Mexico Rate Zone are defined in Sprint FCC Tariff #2.
DISCOUNT 1 The above listed base rates are not eligible for any tariff or
contractual discount ls.
DISCOUNT 2
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Monthly Volume of Direct Toll Free Direct Toll Free Ext Connect Toll Free
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$0 - $999,999 $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
$1,000,000 + $ [*] $ [*] $ [*] $ [*] $ [*] $ [*]
- ----------------------------------------------------------------------------------------------
</TABLE>
Proprietary Information
RESTRICTED
<PAGE> 26
Attachment C-7
Other International Base Rates
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Direct Direct Extension Connect One Plus
Country Ctry Code Std Disc Econ Std Disc Econ Std Disc Econ
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBANIA 355 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ALGERIA 213 [*] [*] [*] [*] [*] [*] [*] [*] [*]
AM SAMOA 684 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ANDORRA 376 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ANGOLA 244 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ANGUILLA 809497 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ANTIGUA 809460 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ARGENTINA 540 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ARMENIA 374 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ARUBA 297 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ASCENSION ISLANDS 247 [*] [*] [*] [*] [*] [*] [*] [*] [*]
AUSTRALIA 610 [*] [*] [*] [*] [*] [*] [*] [*] [*]
AUSTRALIA TERRITORY 672 [*] [*] [*] [*] [*] [*] [*] [*] [*]
AUSTRIA 430 [*] [*] [*] [*] [*] [*] [*] [*] [*]
AZERBAIJAN 994 [*] [*] [*] [*] [*] [*] [*] [*] [*]
B. VIRGIN ISLAND 809275 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BAHAMAS 809321 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BAHRAIN 973 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BANGLADESH 880 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BARBADOS 809228 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BELARUS 375 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BELGIUM 320 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BELIZE 501 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BENIN 229 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BERMUDA 809231 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BHUTAN 975 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BOLIVIA 591 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BOSNIA/HERZEGOVINA 387 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BOTSWANA 267 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BOURKINA FASSO 226 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BRAZIL 550 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BRUNEI 673 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BULGARIA 359 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BURMA (MYANMAR) 950 [*] [*] [*] [*] [*] [*] [*] [*] [*]
BURUNDI 257 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CAMBODIA 855 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CAMEROON 237 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CAPE VERDE ISLAND 238 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CAYMAN ISLANDS 809945 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CENTRAL AFRICAN REP. 236 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CHAD REPUBLIC 235 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CHILE 560 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CHINA 860 [*] [*] [*] [*] [*] [*] [*] [*] [*]
COLOMBIA 570 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CONGO REP. 242 [*] [*] [*] [*] [*] [*] [*] [*] [*]
COOK ISLANDS 682 [*] [*] [*] [*] [*] [*] [*] [*] [*]
COSTA RICA 506 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CROATIA, REPUB OF 384 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CUBA 530 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CYPRUS 357 [*] [*] [*] [*] [*] [*] [*] [*] [*]
CZECH REPUBLIC 420 [*] [*] [*] [*] [*] [*] [*] [*] [*]
DENMARK 450 [*] [*] [*] [*] [*] [*] [*] [*] [*]
DIEGO GARCIA 246 [*] [*] [*] [*] [*] [*] [*] [*] [*]
DJIBOUTI 253 [*] [*] [*] [*] [*] [*] [*] [*] [*]
DOMINICA 809445 [*] [*] [*] [*] [*] [*] [*] [*] [*]
DOMINICAN REPUBLIC 809220 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ECUADOR 593 [*] [*] [*] [*] [*] [*] [*] [*] [*]
EGYPT 200 [*] [*] [*] [*] [*] [*] [*] [*] [*]
EL SALVADOR 503 [*] [*] [*] [*] [*] [*] [*] [*] [*]
EQUATORIAL GUINEA 240 [*] [*] [*] [*] [*] [*] [*] [*] [*]
- --------------------------------------------------------------------------------------------------------
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
<PAGE> 27
Attachment C-8
Other International Base Rates
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Direct Direct Extension Connect One Plus
Country Ctry Code Std Disc Econ Std Disc Econ Std Disc Econ
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ERITREA 291 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ESTONIA 372 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ETHIOPIA 251 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FAEROE ISLANDS 298 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FALKLAND ISLANDS 500 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FIJI 679 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FINLAND 358 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FRANCE 330 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FRENCH ANTILLES/GUA 596 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FRENCH GUIANA 594 [*] [*] [*] [*] [*] [*] [*] [*] [*]
FRENCH POLYNESIA 689 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GABON 241 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GAMBIA 220 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GEORGIA 995 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GERMANY 490 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GHANA 233 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GIBRALTAR 350 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GRANDTURK TC 809941 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GREECE 300 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GREENLAND 299 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GRENADA 809440 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GUAM 671 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GUANTANAMO BAY 539 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GUATEMALA 502 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GUINEA PEOP REP 224 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GUINEA-BISSAU 245 [*] [*] [*] [*] [*] [*] [*] [*] [*]
GUYANA 592 [*] [*] [*] [*] [*] [*] [*] [*] [*]
HAITI 509 [*] [*] [*] [*] [*] [*] [*] [*] [*]
HONDURAS 504 [*] [*] [*] [*] [*] [*] [*] [*] [*]
HONG KONG 852 [*] [*] [*] [*] [*] [*] [*] [*] [*]
HUNGARY 360 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ICELAND 354 [*] [*] [*] [*] [*] [*] [*] [*] [*]
INDIA 910 [*] [*] [*] [*] [*] [*] [*] [*] [*]
INDONESIA 620 [*] [*] [*] [*] [*] [*] [*] [*] [*]
IRAN 980 [*] [*] [*] [*] [*] [*] [*] [*] [*]
IRAQ 964 [*] [*] [*] [*] [*] [*] [*] [*] [*]
IRELAND 353 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ISRAEL 972 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ITALY 390 [*] [*] [*] [*] [*] [*] [*] [*] [*]
IVORY COAST 225 [*] [*] [*] [*] [*] [*] [*] [*] [*]
JAMAICA 809287 [*] [*] [*] [*] [*] [*] [*] [*] [*]
JAPAN 810 [*] [*] [*] [*] [*] [*] [*] [*] [*]
JORDAN 962 [*] [*] [*] [*] [*] [*] [*] [*] [*]
KAZAKHSTAN 732 [*] [*] [*] [*] [*] [*] [*] [*] [*]
KENYA 254 [*] [*] [*] [*] [*] [*] [*] [*] [*]
KIRGISTAN 733 [*] [*] [*] [*] [*] [*] [*] [*] [*]
KIRIBATI 686 [*] [*] [*] [*] [*] [*] [*] [*] [*]
KOREA (SOUTH) 820 [*] [*] [*] [*] [*] [*] [*] [*] [*]
KUWAIT 965 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LAOS 856 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LATVIA 371 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LEBANON 961 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LESOTHO 266 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LIBERIA 231 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LIBYA APSJ 218 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LITHUANIA 370 [*] [*] [*] [*] [*] [*] [*] [*] [*]
LUXEMBOURG 286 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MACAO 853 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MACEDONIA 386 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MADAGASCAR 261 [*] [*] [*] [*] [*] [*] [*] [*] [*]
- --------------------------------------------------------------------------------------------------------
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
<PAGE> 28
Attachment C-9
Other International Base Rates
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Direct Direct Extension Connect One Plus
Country Ctry Code Std Disc Econ Std Disc Econ Std Disc Econ
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MALAWI 265 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MALAYSIA 600 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MALDIVES REP 960 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MALI REP 223 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MALTA REP 356 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MARSHALL ISLANDS 692 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MAURITANIA 222 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MAURITIUS 230 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MAYOTTE ISLAND 269 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MICRONESIA 691 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MOLDOVA 373 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MONGOLIA PEOP REP 976 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MONTSERRAT 809491 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MOROCCO 210 [*] [*] [*] [*] [*] [*] [*] [*] [*]
MOZAMBIQUE 258 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NAMIBIA 264 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NAURU 674 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NEPAL 977 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NETHERLANDS 310 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NETHERLANDS ANTIL 599 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NEVIS ISLAND 809469 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NEW CALEDONIA 687 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NEW ZEALAND 640 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NICARAGUA 505 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NIGER REPUBLIC 227 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NIGERIA 283 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NIUE 683 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NORTH KOREA 850 [*] [*] [*] [*] [*] [*] [*] [*] [*]
NORWAY 470 [*] [*] [*] [*] [*] [*] [*] [*] [*]
OCEAN ATLANTIC E 871 [*] [*] [*] [*] [*] [*] [*] [*] [*]
OCEAN ATLANTIC W 874 [*] [*] [*] [*] [*] [*] [*] [*] [*]
OCEAN INDIAN 873 [*] [*] [*] [*] [*] [*] [*] [*] [*]
OCEAN PACIFIC 872 [*] [*] [*] [*] [*] [*] [*] [*] [*]
OMAN 968 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PAKISTAN 920 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PALAU REPUBLIC 680 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PANAMA 507 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PAPUA N. GUINEA 675 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PARAGUAY 287 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PERU 510 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PHILIPPINES 630 [*] [*] [*] [*] [*] [*] [*] [*] [*]
POLAND 480 [*] [*] [*] [*] [*] [*] [*] [*] [*]
PORTUGAL 351 [*] [*] [*] [*] [*] [*] [*] [*] [*]
QATAR 974 [*] [*] [*] [*] [*] [*] [*] [*] [*]
REUNION ISLAND 262 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ROMANIA 400 [*] [*] [*] [*] [*] [*] [*] [*] [*]
RUSSIA 700 [*] [*] [*] [*] [*] [*] [*] [*] [*]
RWANDA 250 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SAIPAN 670 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SAN MARINO 378 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SAO TOME 239 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SAUDI ARABIA 966 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SENEGAL 221 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SERBIA/MONTENEGRO 381 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SEYCHELLES 248 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SIERRA LEONE 232 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SINGAPORE 650 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SLOVAKIA 42 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SLOVENIA 386 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SOLOMON ISLANDS 677 [*] [*] [*] [*] [*] [*] [*] [*] [*]
- --------------------------------------------------------------------------------------------------------
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
<PAGE> 29
Attachment C-10
Other International Base Rates
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Direct Direct Extension Connect One Plus
Country Ctry Code Std Disc Econ Std Disc Econ Std Disc Econ
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SOMALIA 252 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SOUTH AFRICA 270 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SPAIN 340 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SRI LANKA 940 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ST. HELENA 290 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ST. KITTS 809465 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ST. LUCIA 809450 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ST. PIERRE 508 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ST. VINCENT 809456 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SUDAN 249 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SURINAME 597 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SWAZILAND 268 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SWEDEN 460 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SWITZERLAND 410 [*] [*] [*] [*] [*] [*] [*] [*] [*]
SYRIAN ARABREP 963 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TAIWAN 886 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TAJIKISTAN [*] [*] [*] [*] [*] [*] [*] [*] [*]
TANZANIA 255 [*] [*] [*] [*] [*] [*] [*] [*] [*]
THAILAND 660 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TOGO 228 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TONGA 676 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TRINIDAD 809622 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TUNISIA 216 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TURKEY 900 [*] [*] [*] [*] [*] [*] [*] [*] [*]
TURKMENISTAN [*] [*] [*] [*] [*] [*] [*] [*] [*]
TUVALU 688 [*] [*] [*] [*] [*] [*] [*] [*] [*]
UGANDA 256 [*] [*] [*] [*] [*] [*] [*] [*] [*]
UKRAINE 285 [*] [*] [*] [*] [*] [*] [*] [*] [*]
UNITED A. E. 971 [*] [*] [*] [*] [*] [*] [*] [*] [*]
UNITED KINGDOM 440 [*] [*] [*] [*] [*] [*] [*] [*] [*]
URUGUAY 598 [*] [*] [*] [*] [*] [*] [*] [*] [*]
UZBEKISTAN [*] [*] [*] [*] [*] [*] [*] [*] [*]
VANUATU 678 [*] [*] [*] [*] [*] [*] [*] [*] [*]
VENEZUELA 580 [*] [*] [*] [*] [*] [*] [*] [*] [*]
VIETNAM 840 [*] [*] [*] [*] [*] [*] [*] [*] [*]
WALLIS ISL 681 [*] [*] [*] [*] [*] [*] [*] [*] [*]
WESTERN SAMOA 685 [*] [*] [*] [*] [*] [*] [*] [*] [*]
YEMEN 969 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ZAIRE 243 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ZAMBIA 260 [*] [*] [*] [*] [*] [*] [*] [*] [*]
ZIMBABWE 263 [*] [*] [*] [*] [*] [*] [*] [*] [*]
- --------------------------------------------------------------------------------------------------------
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
<PAGE> 30
Attachment C-11
OTHER INTERNATIONAL TOLL FREE SERVICE (ITFS - US INBOUND)
BASE RATES
- ----------------------------------------------------------
COUNTRY Ctry Code Direct Toll Free
- ----------------------------------------------------------
ANTIGUA 809460 [*]
ARUBA 297 [*]
AUSTRALIA 610 [*]
BAHAMAS 809321 [*]
BAHRAIN 973 [*]
BARBADOS 809228 [*]
BELGIUM 320 [*]
BERMUDA 809231 [*]
BOLIVIA 591 [*]
BRAZIL 550 [*]
CAYMAN ISLANDS 809945 [*]
CHILE 580 [*]
CHINA 880 [*]
COLOMBIA 570 [*]
COSTA RICA 506 [*]
CYPRUS 357 [*]
DENMARK 450 [*]
DOMINICAN REPUBLIC 809220 [*]
ECUADOR 593 [*]
EGYPT 200 [*]
EL SALVADOR 503 [*]
FIJI 679 [*]
FINLAND 358 [*]
FRANCE 330 [*]
GERMANY 490 [*]
GUAM 671 [*]
GUATEMALA 502 [*]
HONG KONG 852 [*]
HUNGARY 360 [*]
ICELAND 354 [*]
INDONESIA 620 [*]
IRELAND 353 [*]
ISRAEL 972 [*]
ITALY 390 [*]
JAMAICA 809287 [*]
JAPAN 810 [*]
KOREA (SOUTH) 820 [*]
LIECHTENSTEIN 410 [*]
LUXEMBOURG 352 [*]
MACAO 853 [*]
MALAYSIA 600 [*]
MARSHALL ISLANDS 692 [*]
NETHERLAND ANTIL 599 [*]
NETHERLANDS 310 [*]
NEW ZEALAND 640 [*]
NICARAGUA 505 [*]
NORWAY 470 [*]
PANAMA 507 [*]
PHILIPPINES 630 [*]
PORTUGAL 351 [*]
RUSSIA 700 [*]
SAIPAN 670 [*]
SAN MARINO 378 [*]
SAUDI ARABIA 966 [*]
SINGAPORE 650 [*]
SOUTH AFRICA 270 [*]
SPAIN 340 [*]
SWEDEN 460 [*]
SWITZERLAND 410 [*]
SYRIAN ARAB REP. 963 [*]
TAIWAN 886 [*]
THAILAND 660 [*]
TRINIDAD 809622 [*]
TURKEY 900 [*]
UNITED KINGDOM 440 [*]
VENEZUELA 580 [*]
- ----------------------------------------------------------
DISCOUNT 1
- ----------------------------------------------------------
Monthly Volume of
ITFS Service Direct Toll Free
- ----------------------------------------------------------
$0 - $999 [*]
$1,000 - $9,999 [*]
$10,000 - $49,999 [*]
$50,000 - [*]
- ----------------------------------------------------------
Proprietary Information
RESTRICTED 12/20/96
<PAGE> 31
Attachment C - 12
INTERSTATE SWITCHED NETWORK EXTENSION
Base Rates
<TABLE>
<CAPTION>
- -------------------------------------------------
Connect FONcard
LATA Group Peak OffPeak
- -------------------------------------------------
<S> <C> <C>
All [*] [*]
- -------------------------------------------------
</TABLE>
The above listed base rates are not eligible for any tariff or contractual
discounts.
INTERSTATE FONCARD BONG SURCHARGE (PER CALL)
<TABLE>
<CAPTION>
- -------------------------------------------------
State Rate
- -------------------------------------------------
<S> <C>
All [*]
- -------------------------------------------------
</TABLE>
FONCARD SURCHARGE NOT ELIGIBLE FOR DISCOUNTS
- ------------------------------------------------
Proprietary Information
RESTRICTED
<PAGE> 32
Attachment C - 13
CANADA TERMINATING SERVICE
Base Rates
<TABLE>
<CAPTION>
- -------------------------------------------------
Connect FONcard
Canada NPA's Peak OffPeak
- -------------------------------------------------
<S> <C> <C>
All [*] [*]
- -------------------------------------------------
</TABLE>
The above listed base rates are not eligible for any tariff or contractual
discounts.
CANADA ORIGINATING SERVICE
Base Rates
<TABLE>
<CAPTION>
- -------------------------------------------------
Connect FONcard
Canada NPA's Peak OffPeak
- -------------------------------------------------
<S> <C> <C>
All [*] [*]
- -------------------------------------------------
</TABLE>
The above listed base rates are not eligible for any tariff or contractual
discounts.
Canada FONcard Bong Surcharge (per call)
<TABLE>
<CAPTION>
- -------------------------------------------------
Canada NPA's Rate
- -------------------------------------------------
<S> <C>
All [*]
- -------------------------------------------------
</TABLE>
FONcard Surcharge not eligible for Discounts, and applies to both Terminating
and Originating calls.
Proprietary Information
RESTRICTED
<PAGE> 33
Attachment C - 14
MEXICO TERMINATING SERVICE
MEXICO TERMINATING FONCARD
Base Rates
<TABLE>
<CAPTION>
- -------------------------------------------------
Connect FONcard
Peak OffPeak
- -------------------------------------------------
<S> <C>
[*] [*]
- -------------------------------------------------
</TABLE>
Mexico Terminating FONcard rates not eligible for discounts
MEXICO ORIGINATING FONCARD
Base Rates
<TABLE>
<CAPTION>
- -------------------------------------------------
Connect FONcard
Peak OffPeak
- -------------------------------------------------
<S> <C>
[*] [*]
- -------------------------------------------------
</TABLE>
Mexico Originating FONcard rates not eligible for discounts
INTERNATIONAL FONCARD BONG SURCHARGE (PER CALL)
<TABLE>
<CAPTION>
- -------------------------------------------------
Country Rate
- -------------------------------------------------
<S> <C>
All [*]
- -------------------------------------------------
</TABLE>
Proprietary Information
RESTRICTED
<PAGE> 34
Attachment C-15
Other International Base Rates
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Connect FONcard
1st 30 Sec. Addtn'l 6 1st 30 Sec. Addtn'l 6
Country Ctry Code Std Std Disc/Econ Disc/Econ
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ALBANIA 355 [*] [*] [*] [*]
ALGERIA 213 [*] [*] [*] [*]
AM SAMOA 684 [*] [*] [*] [*]
ANDORRA 376 [*] [*] [*] [*]
ANGOLA 244 [*] [*] [*] [*]
ANGUILLA 809497 [*] [*] [*] [*]
ANTIGUA 809460 [*] [*] [*] [*]
ARGENTINA 540 [*] [*] [*] [*]
ARMENIA 374 [*] [*] [*] [*]
ARUBA 297 [*] [*] [*] [*]
ASCENSION ISLANDS 247 [*] [*] [*] [*]
AUSTRALIA 610 [*] [*] [*] [*]
AUSTRALIA TERRITORY 672 [*] [*] [*] [*]
AUSTRIA 430 [*] [*] [*] [*]
AZERBAIJAN 994 [*] [*] [*] [*]
B. VIRGIN ISLAND 809275 [*] [*] [*] [*]
BAHAMAS 809321 [*] [*] [*] [*]
BAHRAIN 973 [*] [*] [*] [*]
BANGLADESH 880 [*] [*] [*] [*]
BARBADOS 809228 [*] [*] [*] [*]
BELARUS 375 [*] [*] [*] [*]
BELGIUM 320 [*] [*] [*] [*]
BELIZE 501 [*] [*] [*] [*]
BENIN 229 [*] [*] [*] [*]
BERMUDA 809231 [*] [*] [*] [*]
BHUTAN 975 [*] [*] [*] [*]
BOLIVIA 591 [*] [*] [*] [*]
BOSNIA/HERZEGOVINA 387 [*] [*] [*] [*]
BOTSWANA 267 [*] [*] [*] [*]
BOURKINA FASSO 226 [*] [*] [*] [*]
BRAZIL 550 [*] [*] [*] [*]
BRUNEI 673 [*] [*] [*] [*]
BULGARIA 359 [*] [*] [*] [*]
BURMA (MYANMAR) 950 [*] [*] [*] [*]
BURUNDI 257 [*] [*] [*] [*]
CAMBODIA 855 [*] [*] [*] [*]
CAMEROON 237 [*] [*] [*] [*]
CAPE VERDE ISLAND 238 [*] [*] [*] [*]
CAYMAN ISLANDS 809945 [*] [*] [*] [*]
CENTRAL AFRICAN REP. 236 [*] [*] [*] [*]
CHAD REPUBLIC 235 [*] [*] [*] [*]
CHILE 560 [*] [*] [*] [*]
CHINA 860 [*] [*] [*] [*]
COLOMBIA 570 [*] [*] [*] [*]
CONGO REP 242 [*] [*] [*] [*]
COOK ISLANDS 682 [*] [*] [*] [*]
COSTA RICA 506 [*] [*] [*] [*]
CROATIA, REPUB OF 384 [*] [*] [*] [*]
CUBA 530 [*] [*] [*] [*]
CYPRUS 357 [*] [*] [*] [*]
CZECH REPUBLIC 420 [*] [*] [*] [*]
DENMARK 450 [*] [*] [*] [*]
DIEGO GARCIA 246 [*] [*] [*] [*]
DJIBOUTI 253 [*] [*] [*] [*]
DOMINICA 809445 [*] [*] [*] [*]
DOMINICAN REPUBLIC 809220 [*] [*] [*] [*]
ECUADOR 593 [*] [*] [*] [*]
EGYPT 200 [*] [*] [*] [*]
EL SALVADOR 503 [*] [*] [*] [*]
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts
Proprietary Information
RESTRICTED
<PAGE> 35
Attachment C - 16
Other International Base Rates
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Connect FONcard
1st 30 Sec. Addtn'l 6 1st 30 Sec. Addtn'l 6
Country Ctry Code Std Std Disc/Econ Disc/Econ
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EQUATORIAL GUINEA 240 [*] [*] [*] [*]
ERITREA 291 [*] [*] [*] [*]
ESTONIA 372 [*] [*] [*] [*]
ETHIOPIA 251 [*] [*] [*] [*]
FAEROE ISLANDS 298 [*] [*] [*] [*]
FALKLAND ISLANDS 500 [*] [*] [*] [*]
FIJI 679 [*] [*] [*] [*]
FINLAND 358 [*] [*] [*] [*]
FRANCE 330 [*] [*] [*] [*]
FRENCH ANTILLES/GUADE 596 [*] [*] [*] [*]
FRENCH GUIANA 594 [*] [*] [*] [*]
FRENCH POLYNESIA 689 [*] [*] [*] [*]
GABON 241 [*] [*] [*] [*]
GAMBIA 220 [*] [*] [*] [*]
GEORGIA 995 [*] [*] [*] [*]
GERMANY 490 [*] [*] [*] [*]
GHANA 233 [*] [*] [*] [*]
GIBRALTAR 350 [*] [*] [*] [*]
GRANDTURK TC 809941 [*] [*] [*] [*]
GREECE 300 [*] [*] [*] [*]
GREENLAND 299 [*] [*] [*] [*]
GRENADA 809440 [*] [*] [*] [*]
GUAM 671 [*] [*] [*] [*]
GUANTANAMO BAY 539 [*] [*] [*] [*]
GUATEMALA 502 [*] [*] [*] [*]
GUINEA PEOP REP 224 [*] [*] [*] [*]
GUINEA-BISSAU 245 [*] [*] [*] [*]
GUYANA 592 [*] [*] [*] [*]
HAITI 509 [*] [*] [*] [*]
HONDURAS 504 [*] [*] [*] [*]
HONG KONG 852 [*] [*] [*] [*]
HUNGARY 360 [*] [*] [*] [*]
ICELAND 354 [*] [*] [*] [*]
INDIA 910 [*] [*] [*] [*]
INDONESIA 620 [*] [*] [*] [*]
IRAN 980 [*] [*] [*] [*]
IRAQ 964 [*] [*] [*] [*]
IRELAND 353 [*] [*] [*] [*]
ISRAEL 972 [*] [*] [*] [*]
ITALY 390 [*] [*] [*] [*]
IVORY COAST 225 [*] [*] [*] [*]
JAMAICA 809287 [*] [*] [*] [*]
JAPAN 810 [*] [*] [*] [*]
JORDAN 962 [*] [*] [*] [*]
KAZAKHSTAN 732 [*] [*] [*] [*]
KENYA 254 [*] [*] [*] [*]
KIRGISTAN 733 [*] [*] [*] [*]
KIRIBATI 686 [*] [*] [*] [*]
KOREA (SOUTH) 820 [*] [*] [*] [*]
KUWAIT 965 [*] [*] [*] [*]
LAOS 856 [*] [*] [*] [*]
LATVIA 371 [*] [*] [*] [*]
LEBANON 961 [*] [*] [*] [*]
LESOTHO 266 [*] [*] [*] [*]
LIBERIA 231 [*] [*] [*] [*]
LIBYA APSJ 218 [*] [*] [*] [*]
LITHUANIA 370 [*] [*] [*] [*]
LUXEMBOURG 352 [*] [*] [*] [*]
MACAO 853 [*] [*] [*] [*]
- ------------------------------------------------------------------------------------------------
</TABLE>
NOTE: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
<PAGE> 36
ATTACHMENT C-17
OTHER INTERNATIONAL BASE RATES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Connect FONcard
1st 30 Sec. Addtn'l 6 1st 30 Sec. Addtn'l 6
Country Ctry Code Std Std Disc/Econ Disc/Econ
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MACEDONIA 389 [*] [*] [*] [*]
MADAGASCAR 261 [*] [*] [*] [*]
MALAWI 265 [*] [*] [*] [*]
MALAYSIA 600 [*] [*] [*] [*]
MALDIVES REP 960 [*] [*] [*] [*]
MALI REP 223 [*] [*] [*] [*]
MALTA REP 356 [*] [*] [*] [*]
MARSHALL ISLANDS 692 [*] [*] [*] [*]
MAURITANIA 222 [*] [*] [*] [*]
MAURITIUS 230 [*] [*] [*] [*]
MAYOTTE ISLAND 269 [*] [*] [*] [*]
MICRONESIA 691 [*] [*] [*] [*]
MOLDOVA 373 [*] [*] [*] [*]
MONGOLIA PEOP REP 976 [*] [*] [*] [*]
MONTSERRAT 809491 [*] [*] [*] [*]
MOROCCO 210 [*] [*] [*] [*]
MOZAMBIQUE 258 [*] [*] [*] [*]
NAMIBIA 264 [*] [*] [*] [*]
NAURU 674 [*] [*] [*] [*]
NEPAL 977 [*] [*] [*] [*]
NETHERLANDS 310 [*] [*] [*] [*]
NETHERLANDS ANTIL 599 [*] [*] [*] [*]
NEVIS ISLAND 809469 [*] [*] [*] [*]
NEW CALEDONIA 687 [*] [*] [*] [*]
NEW ZEALAND 640 [*] [*] [*] [*]
NICARAGUA 505 [*] [*] [*] [*]
NIGER REPUBLIC 227 [*] [*] [*] [*]
NIGERIA 283 [*] [*] [*] [*]
NIUE 683 [*] [*] [*] [*]
NORTH KOREA 850 [*] [*] [*] [*]
NORWAY 470 [*] [*] [*] [*]
OCEAN ATLANTIC E 871 [*] [*] [*] [*]
OCEAN ATLANTIC W 874 [*] [*] [*] [*]
OCEAN INDIAN 873 [*] [*] [*] [*]
OCEAN PACIFIC 872 [*] [*] [*] [*]
OMAN 968 [*] [*] [*] [*]
PAKISTAN 920 [*] [*] [*] [*]
PALAU REPUBLIC 680 [*] [*] [*] [*]
PANAMA 507 [*] [*] [*] [*]
PAPUA N. GUINEA 675 [*] [*] [*] [*]
PARAGUAY 595 [*] [*] [*] [*]
PERU 510 [*] [*] [*] [*]
PHILIPPINES 630 [*] [*] [*] [*]
POLAND 480 [*] [*] [*] [*]
PORTUGAL 351 [*] [*] [*] [*]
QATAR 974 [*] [*] [*] [*]
REUNION ISLAND 262 [*] [*] [*] [*]
ROMANIA 400 [*] [*] [*] [*]
RUSSIA 700 [*] [*] [*] [*]
RWANDA 250 [*] [*] [*] [*]
SAIPAN 670 [*] [*] [*] [*]
SAN MARINO 378 [*] [*] [*] [*]
SAO TOME 239 [*] [*] [*] [*]
SAUDI ARABIA 966 [*] [*] [*] [*]
SENEGAL 221 [*] [*] [*] [*]
SERBIA/MONTENEGRO 381 [*] [*] [*] [*]
SEYCHELLES 248 [*] [*] [*] [*]
SIERRA LEONE 232 [*] [*] [*] [*]
SINGAPORE 650 [*] [*] [*] [*]
</TABLE>
Note: The Other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
<PAGE> 37
Attachment C - 18
Other International Base Rates
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Connect FONcard
1st 30 Sec. Addtn'l 6 1st 30 Sec. Addtn'l 6
Country Ctry Code Std Std Disc/Econ Disc/Econ
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SLOVAKIA 427 [*] [*] [*] [*]
SLOVENIA 386 [*] [*] [*] [*]
SOLOMON ISLANDS 677 [*] [*] [*] [*]
SOMALIA 252 [*] [*] [*] [*]
SOUTH AFRICA 270 [*] [*] [*] [*]
SPAIN 340 [*] [*] [*] [*]
SRI LANKA 940 [*] [*] [*] [*]
ST. HELENA 290 [*] [*] [*] [*]
ST. KITTS 809465 [*] [*] [*] [*]
ST. LUCIA 809450 [*] [*] [*] [*]
ST. PIERRE 508 [*] [*] [*] [*]
ST. VINCENT 809456 [*] [*] [*] [*]
SUDAN 249 [*] [*] [*] [*]
SURINAME 597 [*] [*] [*] [*]
SWAZILAND 268 [*] [*] [*] [*]
SWEDEN 460 [*] [*] [*] [*]
SWITZERLAND 410 [*] [*] [*] [*]
SYRIAN ARABREP 963 [*] [*] [*] [*]
TAIWAN 886 [*] [*] [*] [*]
TAJIKISTAN 700 [*] [*] [*] [*]
TANZANIA 255 [*] [*] [*] [*]
THAILAND 660 [*] [*] [*] [*]
TOGO 228 [*] [*] [*] [*]
TONGA 676 [*] [*] [*] [*]
TRINIDAD 809622 [*] [*] [*] [*]
TUNISIA 216 [*] [*] [*] [*]
TURKEY 900 [*] [*] [*] [*]
TURKMENISTAN 700 [*] [*] [*] [*]
TUVALU 688 [*] [*] [*] [*]
UGANDA 256 [*] [*] [*] [*]
UKRAINE 285 [*] [*] [*] [*]
UNITED A.E. 971 [*] [*] [*] [*]
UNITED KINGDOM 440 [*] [*] [*] [*]
URUGUAY 598 [*] [*] [*] [*]
UZBEKISTAN 700 [*] [*] [*] [*]
VANUATU 678 [*] [*] [*] [*]
VENEZUELA 580 [*] [*] [*] [*]
VIETNAM 840 [*] [*] [*] [*]
WALLIS ISL 681 [*] [*] [*] [*]
WESTERN SAMOA 685 [*] [*] [*] [*]
YEMEN 969 [*] [*] [*] [*]
ZAIRE 243 [*] [*] [*] [*]
ZAMBIA 260 [*] [*] [*] [*]
ZIMBABWE 263 [*] [*] [*] [*]
- ----------------------------------------------------------------------------------------------
</TABLE>
INTERNATIONAL FONCARD BONG SURCHARGE (PER CALL)
- ----------------------------------------------------
Country Rate
- ----------------------------------------------------
All [*]
- ----------------------------------------------------
NOTE: The other International Base Rates listed above are not eligible for any
tariff or contractual discounts.
Proprietary Information
RESTRICTED
<PAGE> 38
ATTACHMENT D-1
INTERSTATE ADJUSTMENT (INTRASTATE)
BASE RATES
- -------------------------------------
Connect FONcard
State Day Eve N/W
- -------------------------------------
AK [*] [*] [*]
AL [*] [*] [*]
AR [*] [*] [*]
AZ [*] [*] [*]
CA [*] [*] [*]
CA [*] [*] [*]
CO [*] [*] [*]
CT [*] [*] [*]
DE [*] [*] [*]
FL [*] [*] [*]
GA [*] [*] [*]
HI [*] [*] [*]
IA [*] [*] [*]
ID [*] [*] [*]
IL [*] [*] [*]
IN [*] [*] [*]
KS [*] [*] [*]
KY [*] [*] [*]
LA [*] [*] [*]
MA [*] [*] [*]
MD [*] [*] [*]
ME [*] [*] [*]
MI [*] [*] [*]
MN [*] [*] [*]
MO [*] [*] [*]
MS [*] [*] [*]
MT [*] [*] [*]
NC [*] [*] [*]
ND [*] [*] [*]
NE [*] [*] [*]
NH [*] [*] [*]
NJ [*] [*] [*]
NM [*] [*] [*]
NV [*] [*] [*]
NY [*] [*] [*]
OH [*] [*] [*]
OK [*] [*] [*]
OR [*] [*] [*]
PA [*] [*] [*]
RI [*] [*] [*]
SC [*] [*] [*]
SD [*] [*] [*]
TN [*] [*] [*]
TX [*] [*] [*]
UT [*] [*] [*]
VA [*] [*] [*]
VT [*] [*] [*]
WA [*] [*] [*]
WI [*] [*] [*]
WV [*] [*] [*]
WY [*] [*] [*]
- -------------------------------------
a. Interstate Adjustment Base Rate
for California Intrastate/
Intralata traffic.
- -------------------------------------
The above listed base rates are not eligible for any tariff or contractual
discounts 1s.
** All states are intrastate/Interlata traffic unless otherwise specified.
FONCARD BONG SURCHARGE (PER CALL)
- --------------------
STATE RATE
- --------------------
All [*]
- --------------------
FONcard Surcharge not eligible for Discounts
Sprint Proprietary Information
RESTRICTED 12/20/96
<PAGE> 1
EXHIBIT 10.9
[*] DESIGNATES MATERIAL FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED, WHICH MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION
Sprint
DS-1 Private Line Agreement
Volume Plan
By this Agreement Sprint Communications Company L.P. (Sprint) agrees to provide
the undersigned Carrier (Customer) DS-1 Private Line Services in accordance
with the stated terms and Customer agrees to purchase said Services in
compliance with this Agreement. Sprint and Customer are the Parties to this
Agreement and in consideration of mutual promises agree as follows:
ARTICLE 1: Tariffs. Sprint is a common carrier offering digital private line
services under Tariffs, including Tariff FCC No. 7. Sprint amends its Tariffs
from time to time. DS-1 Services under this Agreement are digital, point to
point (Sprint POP to Sprint POP) private lines offered under Sprint Tariff FCC
No. 7 (or successor tariff) general terms and conditions, except for terms and
conditions specifically set forth in this Agreement as terms of the
relationship between Sprint and Customer. Should Sprint no longer file tariffs
in order to provide services, then Sprint "Tariffs" will mean the standard rate
tables and terms and conditions that Sprint uses to replace such filed tariffs.
In addition to the foregoing, when Customer orders access or Sprint orders
access as Customer's agent for Private Line Service hereunder, all tariffs of
the Local Exchange Carrier respecting access are applicable to the Service
ordered. Customer is responsible for all compliance with said LEC tariffs.
ARTICLE 2: Provision of Services.
2.1 The Effective Date of this Agreement will be the first day of September
1996. The Pricing under this Agreement is for all DS-1s ordered and
installation requested, or renewed, after the effective date and prior to the
termination of the Agreement. The Expiration Date of this Agreement shall be
stated on Attachment A. No circuits can be ordered or renewed hereunder unless
this Agreement is fully executed by both Parties.
2.2 Sprint provides Customer domestic POP-to-POP DS-1 Private Line Services
under terms and conditions of Sprint tariffs. In consideration of Customer
complying with the special terms herein for DS-1 services, Customer's DS-1
Private Line IXE (POP-to-POP) pricing will be according to the Pricing stated
in Attachment A at Sprint's sole discretion and subject to network
availability. Sprint reserves the right on a case by case basis to preclude
application of Attachment A Pricing to new orders and only provide specified
DS-1 routes having special circumstances under Tariff and Tariff pricing.
Further Attachment A does not apply to circuits with Customer Specified Routing
or Diverse Routing.
2.3 "Customer" means the undersigned Carrier and does not include any
subscriber, customer, or end user of the undersigned carrier to whom it
provides services. Customer includes Customer's majority-owned subsidiaries,
for whom Customer assumes payment responsibility, but does not include any
other reselling entity that Customer may have an arrangement with to increase
Customer's Monthly Volume Private Line Services. Customer is responsible for
payment of charges under this Agreement. All services ordered under this
Agreement shall be subject to approval by Sprint's credit department.
2.4 Customer shall complete DS-1 Service Order forms requesting DS-1 services.
Order forms shall be signed by a duly authorized representative of Customer and
submitted to Sprint. Service orders are subject to acceptance by Sprint.
2.5 Sprint provision of services hereunder grants no express or implied rights
to Customer, particularly licenses to trademarks, inventions, copyrights, or
patent, and creates no joint understanding or joint venture with Sprint.
2.6 There is a Minimum Service Period of twelve months for all Private Lines
ordered hereunder. Pricing and terms of this Agreement are only
offered/available to Customer during the Effective Term of this Agreement. The
Term of each circuit is stated on the Service Order.
In the event Customer selects a Term for a DS-1 (for example, 3 years) that
extends beyond the Expiration of this Agreement, this Agreement and Pricing for
the circuit will remain in effect for the affected DS-1 circuit until the Term
for that circuit expires. When a Term for a DS-1 circuit expires and there is
no successor DS-1 Private Line Agreement executed by the Parties or Customer
Service has not been established under a Volume Tariff Plan, the DS-1 circuit
will be invoiced on month-to-month tariff rates.
2.7 When ordering Private Line Service under this Agreement, Customer must
specify on the Service Order the type of access being ordered with the Private
Line being installed or renewed. When Sprint acts as Customer's agent and
orders access facilities connecting Customer's Facilities to Sprint POPs,
Customer must execute the appropriate Service Orders and a Letter of Agency,
plus Customer is responsible for all charges, including, without limitation,
monthly charges, installation charges, non recurring charges,
termination/cancellation liabilities of the provider of the facilities (LEC or
other Vendor) and for all Sprint terms, procedures, and charges for interfacing
with Sprint's Network. Attachment B states the charges for access for Private
Line installed or renewed hereunder until the expiration of this Agreement.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 2
2.8 Attachments A and B are only for interstate and intrastate circuits
certified as interstate circuits under applicable regulations. In the event
Customer fails to designate whether a circuit carries interstate traffic under
applicable federal regulation, (i) Sprint will rate the circuit as intrastate
for the term of the circuit; (ii) this Agreement will not apply; and (iii)
Customer cannot later claim that the intrastate circuit was really interstate
and request adjusted billing.
ARTICLE 3 Payment.
3.1 Customer shall pay to Sprint invoiced amounts for DS-1 services, without
any right of set-off or counterclaim. DS-1 Service charges are exclusive of
any applicable taxes or tariff surcharges.
3.2 Sprint invoices shall state separately from the communications charges any
tax or surcharge (or related charge by a government) imposed or based on the
provision, sale, or use of DS-1 services or imposed or based upon this
Agreement or any activities hereunder. Unless prohibited by law, taxes or
surcharges shall include, without limitation, state and local gross revenue
taxes, sales, utility users and use taxes, federal excise tax and gross
receipts surcharges.
3.3 All amounts stated on each monthly invoice are due and payable upon
receipt. Charges that are not paid for a period of 30 days after receipt of
invoice, will be subject to interest from the date of the receipt of the
invoice at a rate that is the lesser of 18% per annum (1 1/2% per month) or the
maximum rate allowed by applicable law. If Customer permits any DS-1 charges to
become 60 days past due, Customer's DS-1 IXE (POP-to-POP) charges will be
rebilled at the full tariffed, non-discounted month-to-month rate. In the event
that Customer shall in good faith dispute Sprint's computation of amounts due
and owing by Customer to Sprint hereunder, Customer shall not be relieved of
any obligation to pay such undisputed amounts on or before the due dates
therefore. If Customer disputes amounts, Customer must submit complete
documentation of the disputed amount to the Carrier Service Center by the due
date, along with payment for the undisputed amount that is due. Each party
shall use its respective best reasonable efforts to resolve any dispute as
expeditiously as possible.
3.4 Sprint may terminate this Agreement for a material breach if:
a. Customer fails to make payments and then fails to cure the
nonpayment within ten (10) days after receipt of a Sprint notice of nonpayment;
fails to cure other breaches within 30 days of receipt of notice thereof; or
b. Customer is adjudicated bankrupt, has a receiver appointed, or
participates in an act constituting a general assignment of its properties and
interests for the benefit of its creditors.
If there is a termination for (a) or (b) above, Sprint may immediately
recover all sums owed Sprint through the remainder of the term and Customer
agrees Sprint may take steps to promptly conclude providing services to
Customer in an orderly manner so as to minimize any adverse impact on Customer
or Sprint.
3.5 Upon request by Sprint, Customer agrees to provide financial statements or
other indications of financial circumstances. As may be determined by Sprint,
if the financial circumstances or payment history of Customer is or becomes
unacceptable, Sprint may require a deposit or irrevocable letter of credit, at
Sprint's option, to secure Customer payments for the term of the Agreement.
ARTICLE 4: Service. Under this Agreement Sprint will provide DS-1 Private Line
Service from Sprint POP to Sprint POP as stated herein and as priced on the
attached Attachment A. If Customer does not comply with the terms and
conditions of this Agreement (including the Payment terms), the Special Pricing
herein is inapplicable. The Paragraph numbers stated below correspond to the
Line Items stated on Attachment A. If at any time before the expiration of this
Agreement the Parties modify any term or condition, including those on
Attachment A, the modification of this Agreement is not effective until the
Parties execute an Amendment hereto.
4.1 Each month Customer's "Monthly Volume of Private Line Services"
("Monthly Volume") will be calculated, and according to the Monthly Volume a
price per voice grade V and H mile per month (cents per mile times the V and H
Coordinate Miles times 24 circuits in a DS-1 equals a DS-1 Monthly price) will
be determined by the Term of the DS-1 circuit (one-two-three years) and a
"Minimum Charge Per Circuit" designated. "Monthly Volume of Private Line
Services" consists of (1) DS-1 Clearline revenues (IXE, POP-to-POP charges);
(2) DS-0 Clearline revenues (IXE, POP-to-POP charges); and (3) DS-3 revenues
(IXE, POP-to-POP charges). Monthly Volume excludes such charges as access, COC,
other recurring and non recurring charges, and taxes. For purposes of
calculating the Monthly Volume (the installed base of Customer's Circuits under
this Agreement) the "Base Rate" is the price per voice grade mile for the one
year, lowest Monthly Volume Level on the Schedule, or the applicable Minimum
Charge for any individual circuits. For Customer's installed base under other
Sprint Private Line Agreement(s), the Monthly Volume calculation is the billed
amount. For purposes of calculating the Monthly Volume, the DS-0 Monthly
Revenues are the applicable Tariff Rate for the DS-0 circuits.
4.2 Sprint will charge a Circuit (POP-to-POP) Installation Fee as stated on
Attachment A.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 3
ARTICLE 5: Limitation of Liability.
5.1 The warranties and remedies set forth in this Agreement and Sprint tariffs
constitute the only warranties and remedies with respect to Sprint service
provided. Such warranties are in lieu of all other warranties, written or oral,
statutory, express or implied, including without limitation the warranty of
merchantability and the warranty of fitness for a particular purpose of use.
5.2 NEITHER PARTY HERETO IS LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS. LOSS OF GOODWILL OR
LOSS OF PROFITS, ARISING IN ANY MANNER FROM THIS AGREEMENT AND THE PERFORMANCE
OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.
ARTICLE 6: Notices. All notices, requests, or other communications (excluding
invoices) shall be in writing, effective when received, to the following
addresses, unless subsequently changed in writing:
If to Sprint: Copy to:
Sprint Communications Company L.P. Sprint Communications Company L.P.
5420 L.B.J. Freeway, Suite 1700 140 Ward Parkway
Dallas, Texas 75240 Kansas City, Missouri 64114
ATTN: V.P. WSG ATTN: LAW DEPARTMENT
If to Customer: Customer will designate in Article 12 the Notice
Address for Customer.
ARTICLE 7: Assignment. This Agreement, the rights, obligations, or duties of
Customer hereunder may not be assigned or delegated to any other party, person,
or entity. Sprint shall and does have the right to assign this Agreement and
all of its rights and duties hereunder to any subsidiary or affiliated entity
without the prior consent of Customer.
ARTICLE 8: Termination Liability. In the event of early termination by
Customer, there will be termination liability imposed in accordance with
tariffed provisions and this Agreement. Customer will not be liable for
termination charges for a DS-1 circuit hereunder if a new DS-1 circuit of equal
or greater value is ordered during the same calendar month under this Agreement
in which the circuit disconnect notice is received, provided Customer notifies
Carrier Services in writing that the disconnection and new circuit order are
requested in the same month to be eligible for termination liability exemption.
If Customer does not provide the written notice, Customer will be liable for
termination charges on the disconnected circuit. If Customer does order a
"replacement circuit" under this paragraph, this ordered replacement circuit
must be installed within 60 days of the disconnect date or Customer will be
liable for termination charges. The "replacement circuit" under this paragraph
must have a minimum service term of one year under this Agreement or
termination charges are applicable to the disconnected circuit.
ARTICLE 9: Confidentiality. During the Term, the Parties may disclose to each
other certain "Proprietary" or "Confidential" Information (hereinafter
"Proprietary Information"). The Parties desire to assure the confidential and
proprietary status of the information which may be disclosed to each other and
therefore for themselves, their subsidiaries and their affiliates, agree as
follows:
9.1 All information disclosed shall be deemed Proprietary, provided that
written information is clearly marked in a conspicuous place as Proprietary,
and verbal information is immediately confirmed in writing as Proprietary.
9.2 Each Party agrees to use the Proprietary Information received from the
other Party only for the purpose of this Agreement. No other rights, and
particularly licenses, to trademarks, inventions, copyrights, or patents are
implied or granted.
9.3 Proprietary Information supplied shall not be reproduced in any form except
as required to accomplish the intent of this Agreement.
9.4 The receiving Party shall provide the same care to avoid disclosure or
unauthorized use of the Proprietary Information as it utilizes to protect its
own proprietary information. It is agreed that all Proprietary Information
shall be retained by the receiving Party in a secure place with access limited
to only such of the receiving Party's employees or agents who need to know such
information.
9.5 All Proprietary Information, unless otherwise specified in writing, shall
remain the property of the disclosing Party. Proprietary Information,
including all copies thereof, shall be returned to the disclosing Party or
destroyed after the receiving Party's need for its has expired or upon request
of the disclosing Party, and in any event, upon termination of this Agreement.
9.6 It is understood that the term "Proprietary Information" does not include
information which:
a. has been or may in the future be published or is now or may in the
future be otherwise in the public domain through no fault of the
Parties;
b. prior to disclosure is properly within the legitimate possession of
the receiving Party:
SPRINT PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 4
c. subsequent to disclosure is lawfully received from a third Party
having rights therein without restriction of the third Party's right to
disseminate the information and without notice of any restriction
against its further disclosure;
d. is independently developed by the receiving Party through Parties
who have not had, either directly or indirectly, access to or knowledge
of such Proprietary Information;
e. is disclosed with the prior written approval of the other Party;
f. is transmitted to the receiving Party after the disclosing Party has
received written notice from the receiving Party that it does not desire
to receive further Proprietary Information; or
g. is obligated to be produced under order of a court of competent
jurisdiction.
9.7 Each Party agrees not to reveal its relationship with the other Party to
any third parties except as contemplated by this Agreement.
9.8 Damages, being difficult to ascertain in the event of violation of this
Article, the Parties agree that, without limiting any other rights and remedies
of each other, upon breach hereof, an injunction may be obtained against the
other Party improperly disclosing information. Each Party further agrees to
indemnify and hold the other Party harmless from any and all direct foreseeable
loss which may result from breach of this Article.
9.9 The restrictions and obligations imposed by this Article shall continue in
full force and effect for a period of three (3) years from the date of
disclosure. The restrictions and obligations of this Section may be terminated
at any time during the period of the Agreement by giving sixty (60) days
written notice to the other Party; provided that early termination shall not
relieve the obligations under this Article with respect to Proprietary
Information exchanged prior to the effective date of termination.
ARTICLE 10: Advertising Or Information Release. Customer agrees that it will
not use the name, service marks or trademarks of Sprint or of any of its
affiliated companies in any advertising, publicity releases or sales
presentations nor reveal the existence or terms or conditions of this Agreement
and Attachment. Customer shall not take any actions which will in any manner
compromise Sprint's registered trademarks and/or service marks. Customer agrees
that this Agreement and Attachment, its terms, conditions or pricing, or
information concerning this Agreement and Attachment, its terms, conditions or
pricing will not be released to any third Party or entity at any time, except
as provided in this Agreement. Either Party may make any disclosure required by
any governmental laws or regulations, provided that the disclosing Party gives
the other Party a reasonable opportunity to defend against such disclosure.
ARTICLE 11: General Terms and Conditions.
11.1 This Agreement may not be modified, or amended, except upon the execution
of a written agreement signed by both Parties.
11.2 The captions of the respective paragraphs of this Agreement are for
convenience only, and shall not be deemed to define or limit any of its terms
or provisions.
11.3 This Agreement represents the final terms and conditions upon which the
activities of the Parties will be based, and no negotiations, promises or
discussions conducted prior to execution and not specifically set forth herein
shall be of any force or effect.
11.4 It is agreed by the Parties that this Agreement shall, in all respects,
be governed by and interpreted in accordance with the laws of the state of
Kansas unless preempted by applicable federal law regulation. Sprint is
registered to do business in Kansas as Sprint Communications Company L.P.
11.5 No term or provision of this Agreement shall be deemed waived, and no
breach or default shall be deemed excused, unless such waiver or consent shall
be in writing and signed by the Party claimed to have waived or consented. No
consent by any Party to, or waiver of, a breach or default by the other,
whether express or implied, shall constitute a consent to, waiver of, or excuse
for any different or subsequent breach or default.
11.6 If any term or provision of this Agreement shall be found to be illegal or
unenforceable, then, such term or provision shall be deemed deleted and this
Agreement shall remain in full force and effect.
11.7 Except as otherwise provided herein and Sprint tariffs, the remedies
provided for in this Agreement are in addition to any other remedies available
at law or in equity by statute or otherwise.
11.8 The terms and provisions hereof, that by their sense and context are
intended to survive the performance hereunder shall so survive the completion
or performance and termination of this Agreement, including, without
limitation, the making of payments for services.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 5
11.9 THIS AGREEMENT MUST BE EXECUTED WITHIN 30 DAYS OF RECEIPT AND RETURNED TO
SPRINT'S CARRIER SERVICES FOR EXECUTION BY THE PRESIDENT OF SPRINT'S CARRIER
SERVICES (WSG). CUSTOMER'S FAILURE TO EXECUTE AND RETURN WITHIN THE 30 DAYS MAY
RESULT IN SPRINT VOIDING THE SPECIAL PRICING HEREIN AND SPRINT APPLYING FULL,
NON-DISCOUNTED MONTH-TO-MONTH TARIFF RATES TO CUSTOMER CIRCUIT. The date the
Customer receives this contract is __________________________, 1996.
ARTICLE 12: Customer Certification. Customer hereby directs, until changed by
Customer in writing, that Sprint send notices to:
If to Customer: Copy to:
MIDCOM Communications, Inc. MIDCOM Communications, Inc.
111 Third Avenue, Suite 1600 1111 Third Avenue, Suite 1600
Seattle, WA 98101 Seattle, WA 98101
ATTN: President and Chief Executive ATTN: General Counsel
Officer
ARTICLE 13: Attachments.
13.1 Attachment A. Attached to this Agreement and made a part hereof by
incorporation is Attachment A stating the Expiration Date of this Agreement and
stating the Pricing for Service hereunder. Any other written terms, conditions
or legends typed, printed, or otherwise included on the Attachment is deemed
solely for the convenience of the Parties and ARE NOT BINDING ON SPRINT
COMMUNICATIONS COMPANY L.P.
13.2 Attachment B. Attached to this Agreement and made part hereof by
incorporation is Attachment B stating charges for access services that may be
requested by Customer for circuits ordered or renewed under this Agreement. NO
ADDITIONS, DELETIONS, CHANGES, NOTATIONS OR MODIFICATIONS THAT MAY APPEAR ON
ATTACHMENT B ARE BINDING ON SPRINT COMMUNICATIONS COMPANY L.P.
IN WITNESS WHEREOF, the Parties have executed this Agreement and made it
effective as stated herein.
SPRINT COMMUNICATIONS MIDCOM Communications, Inc.
By: /s/ R. MICHAEL FRANZ By: /s/ JAY T. CALDWELL
----------------------------- -----------------------------
(Signature) (Signature)
Name: R. Michael Franz Name: Jay T. Caldwell
---------------------------
(Printed)
Title: President, Wholesale Services Title: Sr. Vice President
Group --------------------------
Business Address: Business Address:
8140 Ward Parkway 111 Third Ave., Suite 1600
Kansas City, MO 64114 Seattle, WA 98101
SPRINT PROPRIETARY INFORMATION -- RESTRICTED
<PAGE> 6
ATTACHMENT A
VOLUME PLAN*
Expiration Date March 31, 2000
4.1 Cents Per Voice
Monthly Volume of Grade Mile Per Monthly Minimum Charge
Private Line Services Month Per Circuit
--------------------- ---------------- ----------------------
$0+ $[*] $[*]
Note: The Monthly Volume of Private Line Services contribute to the Minimum
Commitment requirements in Section A.14.1. of the Resale Solutions Switched
Services Agreement.
4.2 per the application tariff
--------------------------------
* CUSTOMER MUST INITIAL EACH BLANK THAT HAS AN ENTRY. IF ANY BLANK HAS NO
ENTRY, CUSTOMER MUST CROSS-OUT THE BLANK AND INITIAL THE CROSS-OUT.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
<PAGE> 7
ATTACHMENT B
Access Charges
The following matrix illustrates the charges contracted with four access
choices associated with private line point-to-point services under this
Agreement.
The formula for end-to-end pricing a circuit is: (Access and 1 - IXE POP to POP
charges + Access end 2).
As the formula implies, it is possible to have different access choices on
each end of a point-to-point circuit.
<TABLE>
<CAPTION>
Access COC ACF EFC L.L. Maintenance Conversion Install Charges
- ------ ------- ------- ------ ----- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
SPA $[*] $[*] $[*] ICB $[*] $[*] COC $[*]
SCVBA $[*] $[*] $[*] ICB $[*] $[*] ACF $[*]
L.L. $[*]
COC $[*]
ACF $[*]
EFC $[*]
L.L. $[*]
CPA-SWC $[*] $[*] $[*] ICB N/A $[*] $[*]
CPA-POP $[*] $[*] $[*] ICB N/A $[*] $[*]
</TABLE>
If Billed in Corporate Billing System or The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.
SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Contract Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all fine maintenance, including the local
loop.
SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed
Access, both monthly recurring and nonrecurring, are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Entrance Facility Charges (EFC).
When Sprint provides SCVBA access, it is responsible for any line maintenance,
including the local loop.
CPA-SWC: Customer Provided Access to the Servicing Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer
Provided Access, both monthly recurring and nonrecurring are: Central Office
Connection (COC) and Entrance Facility Charges (EFC). When the customer orders
access facilities it is the customer's responsibility for any access line
maintenance, specifically from the customer's premises to Sprint's Serving
Wire Center.
CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AVV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.
