EXHIBIT 10.14
CARRIER SWITCHED SERVICES AGREEMENT WITH
WILTEL, INC., DATED SEPTEMBER 15, 1995*
*Certain information has been deleted from this Agreement pursuant to a
request for confidential treatment under Rule 406 of the Securities Act of
1933, as amended.
WILMAX
INTERIM PROGRAM ENROLLMENT TERMS
--------------------------------
[CARRIER]
These Interim Program Enrollment Terms (the "INTERIM PET") are made as
of the 1st day of September, 1995 (the "EFFECTIVE DATE"), by and between
WorldCom Network Services, Inc. d/b/a WilTel (formerly WilTel, Inc.)
("WILTEL") and National Telephone and Communications, Inc. ("CUSTOMER") and
are a part of their agreement for switched services, more particularly
identified as TSA#NTC-941101 (the "AGREEMENT"). In accordance with the
Agreement, charges to Customer for Service obtained thereunder shall be
subject to the Discount Schedule set forth below and the Agreement shall also
be subject to the terms and conditions set forth herein. The parties
acknowledge that they previously executed Program Enrollment Terms dated
November 15, 1994 (the "PRIOR PET"). As of the effective date, the Prior PET
will be terminated in its entirety subject to reinstatement as provided in
Section 2 below.
1. IX TRANSPORT: In connection with Customer's continued substantial growth
in Monthly Revenue (as described below) since the execution of the Prior
PET, the parties have been in negotiations concerning the increase of
Customer's take-or-pay commitments under such Prior PET and the offering
by WilTel of additional discounts to Customer. Currently, WilTel has
been in the process of developing a new product ("IX TRANSPORT PRODUCT")
to be offered to Customer which product the parties believe may
adequately and more cost effectively address Customer's
telecommunications services requirements. Therefore, the parties have
agreed to execute this Interim PET to address Customer's requirements
during the Interim Term while the IX Transport Product is tested and
implemented by WilTel.
2. SERVICE TERM: The Service Term of this Interim PET will commence as of
the Effective Date and continue until the sooner of (i) January 31,
1996, or (ii) the date the IX Transport Product (described in Section 1
above) is offered by WilTel (the "INTERIM TERM"). In the event the
parties have failed to execute on or before January 31, 1996 (i) a
definitive agreement concerning the terms and conditions relative to
the IX Transport Product described in Section 1 above, or (ii) Amended
and Restated Program Enrollment Terms whereby Customer agrees to
maintain Monthly Revenue of at least $10,000,000 a month for a total of
$600,000,000 over not greater than a five (5) year term, the Prior PET
will be reinstated as of February 1, 1996 and the terms and conditions
contained therein will continue in full force and effect through the end
of the Service Term as described in the Prior PET.
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3. COMMITMENTS/OPTIONS:
(A) For purposes of this Agreement, "MONTHLY REVENUE" will include all
measured and per call Switched Service charges (i.e., Directory
Assistance and both Domestic and International) plus (i) three (3) times
Customer's first $300,000 recurring monthly Private Line Interexchange
Service charges (i.e., both Domestic and International) from WilTel,
(ii) two (2) times Customer's second $300,000 recurring monthly Private
Line Interexchange Service charges (i.e., both Domestic and
International) from WilTel, and (iii) Customer's recurring monthly
Private Line Interexchange Service charges (i.e., both Domestic and
International) from WilTel in excess of $600,000. Monthly Revenue shall
exclude any pro rata charges, access charges, ancillary or special
feature charges, such as, Authorization codes or CDR Tapes, or any other
charges other than those identified by the relevant WilTel invoice as
Monthly Recurring Interexchange Service charges or Switched Service
charges).
(B) Commencing with the Effective Date and continuing through and
including October 31, 1995 (the "FIRST COMMITMENT PERIOD"), Customer
agrees to maintain, on a take-or-pay basis, Monthly Revenue of at least
$7,000,000 ("CUSTOMER'S FIRST COMMITMENT"). Further, commencing November
1, 1995, and continuing through end of the Interim Term (the "SECOND
COMMITMENT PERIOD"), Customer agrees to maintain, on a take-or-pay
basis, Monthly Revenue of at least $7,500,000 ("CUSTOMER'S SECOND
COMMITMENT").
4. DEFICIENCY CHARGE: In the event Customer does not maintain Customer's
First Commitment or Customer's Second Commitment, whichever is
applicable, in any month in the First Commitment Period or the Second
Commitment Period, whichever is applicable, then for those month(s)
only, Customer will pay WilTel the difference between Customer's
applicable Commitment and Customer's Monthly Revenue as described in
Subsection 2(A) above net of any applicable discounts (the "DEFICIENCY
CHARGE"). The Deficiency Charge will be due at the same time payment is
due for Service provided to Customer, or immediately in an amount equal
to Customer's applicable Commitment(s) for the unexpired portion of the
Term, if (i) Customer cancels all circuits comprising all Service
Interconnections as described in the Service Schedules, or (ii) WilTel
terminates the Agreement based on Customer's default.
5. DISCOUNTS/RATES:
(A) For the Services listed below, Customer will receive the respective
discounts shown (the "DISCOUNTS"):
i. SWITCHED ACCESS Service (1+ and 800), Interstate, Day:
Twenty-four percent (24%).
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ii. SWITCHED ACCESS Service (1+ and 800), Interstate, Nonday:
Eighteen percent (18%).
iii. SWITCHED ACCESS Service (1+ and 800), Intrastate, Day/Nonday:
Five percent (5%); however, for purposes of this Agreement,
as of the Effective Date of this Interim PET, California
Intrastate rates shall equal California intraLATA rates as
shown on Schedule "1" attached hereto and incorporated herein
by reference.
iv. DEDICATED ACCESS Service (1+ and 800), Interstate, Day/Nonday:
Twenty-four percent (24%).
v. DEDICATED ACCESS Service (1+ and 800), Intrastate, Day/Nonday:
Five percent (5%).
vi. International Service-"Overseas" (i.e., excluding Canada
and Mexico): See Schedules "2", "3" and "4" attached hereto
and incorporated herein by reference.
vii. TRAVEL CARD Service, Basic and Enhanced, Interstate only,
Domestic calls only, Day/Nonday: Twenty-four percent (24%).
viii. TRAVEL CARD Service, Basic and Enhanced, calls to Extended
locations calls only (i.e., Alaska, Hawaii, Puerto Rico and
United States Virgin Islands) from the 48 contiguous United
States, Day/Nonday: Fifteen percent (15%). Calls from
Extended locations will not be subject to any discount.
(B) Customer's Discount for (i) TERMINATION Service will be fifteen
percent (15%) with respect to interstate measured usage, and the
Discount determined under Subsection (A)(v) above with respect to
intrastate measured usage, and (ii) 800 ORIGINATION Service will be
17.125% with respect to interstate measured usage, and the Discount
determined under Subsection (A)(v) above with respect to intrastate
measured usage.
(C) For purposes of this Agreement, commencing with the Effective Date
and continuing through the end of the Interim Term, the Interstate
Supersaver rate per minute for TERMINATION Service as described in
Paragraph A of the Pricing Exhibit executed between the parties and
dated November 14, 1994 will apply to calls to the ninety (90) LATAs
shown on Schedule "5" attached hereto.
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6. APPLICATION OF DISCOUNTS:
(A) During the Interim Term of this Agreement, accumulated credits
derived from the applicable Discounts will be applied in arrears
commencing with the first day of the month following the Effective Date,
that is, the Discount will be applied to Customer's measured usage
charges for the preceding month (the "DISCOUNT PERIOD"). The initial
Discount Period shall include any partial calendar month following Start
of Service, or such other time basis as may be mutually determined by
the parties.
(B) Each Discount will result in the application of a credit obtained
during the Discount Period to the WilTel invoice to Customer relevant to
the billed measured Switched Service for the calendar month next
following the completion of each Discount Period, PROVIDED Customer has
paid undisputed charges (including any late fees, if applicable) for
that month and has not otherwise been subject to a Suspension Notice in
accordance with the Agreement. Failure of Customer to comply with the
foregoing provision shall entitle WilTel to withhold any credit due
Customer for the Discount Period in question until such charges
(including late fees have been paid in full).
7. CARRIER IDENTIFICATION CODE (CIC) TRANSLATIONS:
(A) In the event Customer executes a CIC translation agreement with
WilTel (the "CIC AGREEMENT"), WilTel agrees to give Customer a credit
(the "CIC CREDIT") in an amount equal to Customer's actual, direct
charges from the LECs which are incurred by Customer in connection with
the translation process of up to two (2) carrier identification codes
simultaneously ("CUSTOMER'S CIC CODES'') and which are reasonably
documented in writing to WilTel; provided, however, the CIC Credit will
not exceed $500,000.00. Further, the CIC Credit will be applied to
Customer's invoices (but not less than zero) commencing with the month
following WilTel's receipt of evidence of such charges until such CIC
Credit is paid in full.
(B) Customer will be solely responsible for submitting and
processing access service requests in connection with CIC translations.
In order to minimize costs incurred by Customer in converting Customer's
End Users to Customer's CIC, WilTel agrees to reasonably cooperate with
Customer in effecting such conversion, provided, however, any costs
incurred will be borne solely by Customer. Further, Customer will be
solely responsible for any disputed transfer charges associated with
Customer's CIC Codes.
(C) In the event a definitive agreement as described in Section 2
above is not executed on or before January 31, 1996, Customer will be
required to repay WilTel the amount of the
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CIC Credit received by Customer under this Section. WilTel shall have
the right to set off against any credits which may be due Customer
hereunder by the amount of the CIC Credit required to be repaid to
WilTel.
7. DIRECTORY ASSISTANCE: Notwithstanding anything to the contrary
contained in Paragraph F of the Pricing Exhibit dated November 15, 1994,
commencing with the Effective Date and continuing through the end of the
Interim Term, Customer's Interstate and Intrastate Rate Per Call will be
$0.40.
8. DIALING PLAN: WilTel agrees to continue working with Customer in
developing a "10XXX#" dialing plan for use by Customer in offering
caller paid services ("CALLER PAID SERVICES") to its end users. The
parties acknowledge that Caller Paid Services will be the subject of a
separate agreement, and may be subject to technical, regulatory and
legal limitations which are not currently known or anticipated by either
of the parties. In such case, the parties agree to work together in good
faith to resolve such issues to their mutual and reasonable
satisfaction. Notwithstanding anything contained herein, WilTel shall be
under no greater obligation to Customer with respect to Caller Paid
Services which is in any respect greater than any obligation of WilTel
hereunder with respect to Service generally.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THESE AMENDED AND
RESTATED PROGRAM ENROLLMENT TERMS ON THE DATE FIRST WRITTEN ABOVE.
WORLDCOM NETWORK SERVICES, INC. NATIONAL TELEPHONE &
D/B/A WILTEL COMMUNICATIONS, INC.
By: /s/ Charles Cole By: /s/ C Jacob
---------------------------- ----------------------------
(Signature) (Signature)
Charles Cole
- -------------------------------- --------------------------------
(Print Name) (Print Name)
Vice President Carrier Sales
- -------------------------------- --------------------------------
(Title) (Title)
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SCHEDULE 1
WILMAX INTRASTATE PRICE SCHEDULE
SWITCHED ACCESS DEDICATED ACCESS SWITCHED ACCESS DEDICATED ACCESS
--------------- ---------------- --------------- ----------------
STATE PEAK OFF PEAK PEAK OFF PEAK STATE PEAK OFF PEAK PEAK OFF PEAK
- ------------- ------ -------- ------ -------- ------------- ------ -------- ------ --------
Confidential material deleted pursuant to Rule 406 of the Securities Act of 1933, as amended.
INTERIM DEDICATED INTERNATIONAL PRICING SCHEDULE
EFFECTIVE SEPTEMBER 1, 1995
* SERVICE VIA T1 ACCESS FROM THE WILTEL POPS NYCM, CHCG, ATLN, DLLS, AND/OR LSAN
* MINIMUM INTERNATIONAL SPENDING LEVEL REQUIRED
Confidential material deleted pursuant to Rule 406 of the Securities Act of
1933, as amended.
COUNTRY FLAT RATE
COUNTRY CODE (PER MINUTE)
- -------------------------- ------------- ------------------
Confidential material deleted pursuant to Rule 406 of the Securities Act of 1933, as amended.
INTERIM SWITCHED INTERNATIONAL PRICING SCHEDULE
EFFECTIVE SEPTEMBER 1, 1995
* RATES TO THE FOLLOWING COUNTRIES ARE NOT SUBJECT TO DISCOUNT
* MINIMUM INTERNATIONAL SPENDING LEVEL REQUIRED
Confidential material deleted pursuant to Rule 406 of the Securities Act of
1933, as amended.
COUNTRY DAY RATE NON-DAY RATE
COUNTRY CODE (PER MINUTE) (PER MINUTE)
- -------------------------- ------------- ------------------ ------------------
Confidential material deleted pursuant to Rule 406 of the Securities Act of 1933, as amended.
WILMAX INTERNATIONAL
SWITCHED DEDICATED
------------------------------------------ -----------------------------------------
STANDARD DISC/ECON STANDARD DISC/ECON
COUNTRY COUNTRY STANDARD RATE DISC/ECON -------- --------- -------- ---------
CODE PERIOD RATE PERIOD 1ST 30 SEC ADDTN'L 6 1ST 30 SEC ADDTN'L 6 1ST 30 SEC ADDTN'L 6 1ST 30 SEC ADDTN'L 6
- ------- ------- ------------- ----------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
Confidential material deleted pursuant to Rule 406 of the Securities and Exchange Act of 1933.
SUPERSAVER LATA SCHEDULE
90 LATA PLAN 90 LATA PLAN
------------ ------------
SORTED BY LATA SORTED BY LATA
-------------- --------------
CITY LATA CITY LATA
------------- ------ ------------- ------
Confidential material deleted pursuant to Rule 406 of the Securities and Exchange Act of 1933.
Effective September 1, 1995
ADDENDUM
This Addendum (the "Addendum") is made as of the 1st day of September,
1995 (the "Effective Date") by and between WORLDCOM NETWORK SERVICES, INC.
d/b/a WilTel (formerly WilTel, Inc.) ("WilTel") and NATIONAL TELEPHONE AND
COMMUNICATIONS, INC. ("Customer"). This Agreement is in addition to that
certain Carrier Digital Service Agreement dated March 14, 1994, and more
particularly described as DSA #NTC-940314 between WilTel and Customer (the
"DSA"). WilTel and Customer agree to the following terms in addition to those
set forth in the DSA. In the event of any conflict between the terms of the
DSA and the terms of this Agreement, the terms of this Agreement shall
control. Capitalized terms not defined herein shall have the meaning ascribed
to them in the DSA. The DSA and this Addendum are collectively referred to as
the "Agreement".
1. SERVICE ORDERS FOR PRIVATE LINE SERVICE: WilTel agrees to offer and
provide Customer with DS-1 level Interexchange Service (i) that is available
and uncommitted (i.e., Service for which WilTel does not have firm orders),
(ii) between and among any two (2) cities comprised exclusively of WilTel
Cities and WilTel Extended Cities set forth in Exhibit I (or such other
cities as may be mutually agreed upon from time to time and documented via a
Digital Service Description executed by a duly authorized representative of
each party), (iii) at the rates relevant to DS-1 level Interexchange Service
as set forth in Section 3 below. Customer acknowledges that WilTel can not
make an advance guarantee of the delivery interval for Service originating or
terminating in WilTel Extended Cities set forth in Exhibit I.
2. TERM: This Agreement shall commence with the Effective Date and shall
continue through the expiration of the Service Term as described in Section 2
of those certain Interim Program Enrollment Terms (the "Interim PET")
executed by the parties dated as of September 1, 1995 (the "Term"); provided,
however, with respect to any Digital Service Description for which the
applicable Minimum Service Commitment Period (as described in Section 4
below) has not been satisfied by the end of the Term, the terms and
conditions of this Agreement will remain in full force and effect until such
Service Commitment Period has been satisfied. Upon expiration of the Minimum
Service Commitment Period for any Service, the Service in question will
continue to be provided by WilTel through the end of the Term subject to
cancellation by Customer only upon thirty (30) days prior written notice
to WilTel. Further, upon the expiration of the Term, all charges relevant to
the Service will remain in effect and Service which has met its Minimum
Service Commitment Period as described herein will be subject to termination
by either party upon not less than thirty (30) days prior written notice to
the other party.
PRELIMINARY DRAFT Page 1 of 3 CONFIDENTIAL
SEPTEMBER 8, 1995
3. RATES: Provided Customer is not in material default of the terms and
conditions of this Agreement and the terms and conditions of the Interim PET
(including without limitation, Customer's First Commitment and Customer's
Second Commitment as described therein), the following provisions will apply
to the Service described below for orders submitted by Customer during the
Term and subject to a Requested Service Date not later than forty-five
(45) days following the expiration of the Term.
"Confidential material pursuant to Rule 406 of the Securities Act of 1933, as
amended."
(B) The Base Rate for Multiple DS-1 level Interexchange Service
("Multiple DS-1 Service") will be the DS-1 level Interexchange Service
rates described in Subsection (A) above. Multiple DS-1 Service between
and among WilTel On-Net Cities and Extended Cities will be subject to
the discounts described below provided all of the following conditions
are met:
(i) Customer orders at least six (6) DS-1 circuits between or among
On-Net Cities or Extended Cities at one time (the "Circuit Package");
(ii) The Requested Service Date(s) relevant to the DS-1s are
subject to WilTel's standard intervals and, if more than one date is
requested, the dates are within the same thirty (30) period; and
(iii) The Service Commitment Period for each of the DS-1s in
question is twelve (12) months.
In the case of an initial Circuit Package comprised exclusively of
existing DS-1s, the Multiple DS-1 Service discount and twelve (12) month
Service Commitment Period will commence as of the second monthly billing
period following the month in which the Digital Service Description
therefor is submitted. If Customer desires to create a larger Circuit
Package or create an initial Circuit Package from existing DS-1s and
incremental new DS-1s (e.g., take a Circuit Package of 6 to a Circuit
Package of 10 DS-1s; or, create an initial Circuit Package of at least
6 DS-1s from an existing 4 DS-1s plus an additional incremental 2 DS-1s),
PRELIMINARY DRAFT Page 2 of 3 CONFIDENTIAL
SEPTEMBER 8, 1995
Customer will first identify all DS-1s to be in the resulting Circuit
Package. All circuits within the resulting Circuit Package will be
subject to a twelve (12) month Service Commitment Period commencing as
of the date the last circuit comprising the package is installed. If
through the creation of a larger Circuit Package existing DS-1s should
be subject to a greater level of discount, the applicable discount shall
commence for the existing Ds-1s as of the date the last circuit in the
larger Circuit Package is installed, and the applicable discount for
each new incremental DS-1 relevant to the larger Circuit Package shall
commence as of Start of Service for each such incremental DS-1.
No. of DS-1s One Common End Two Common Ends
------------ -------------- ---------------
6 -- 12 10% 25%
13 -- 18 15% 30%
19 -- 28 20% 35%
4. MINIMUM SERVICE COMMITMENT PERIOD/MINIMUM SERVICE CHARGE: The Minimum
Service Commitment Period for all DS-1 level Interexchange Service ordered by
Customer subject to the rates described herein will be twelve (12) months.
The minimum monthly recurring Interexchange Service charge for each DS-1
circuit comprising DS-1 level Interexchange Service (including Multiple DS-1
Service) shall be $250.
5. TAKE OR PAY SERVICE COMMITMENT PERIOD LIABILITY: Notwithstanding
anything to the contrary contained in Section 11(A) of the DSA, Customer
agrees to pay WilTel one hundred percent (100%) (on a take-or-pay basis) of
the Interexchange Service charges due for all DS-1 level Interexchange
Service (including Multiple DS-1 Service) ordered pursuant to this Agreement
for the entire Minimum Service Commitment Period relative to such Service.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first written above.
WORLDCOM NETWORK SERVICES, INC. NATIONAL TELEPHONE AND
d/b/a WilTel COMMUNICATIONS, INC.
/s/ Charles Cole /s/ P N Jacob
- ------------------------------ ------------------------------
(Signature) (Signature)
Charles Cole
- ------------------------------ ------------------------------
(Print Name) (Print Name)
Vice President Carrier Sales
- ------------------------------ ------------------------------
(Title) (Title)
PRELIMINARY DRAFT Page 3 of 3 CONFIDENTIAL
SEPTEMBER 8, 1995
WILMAX
PRO AGREEMENT
This PRO Agreement (the "PRO Agreement") is made as of the ___ day of
September, 1995, by and between WorldCom Network Services, Inc. d/b/a WilTel
("WilTel") and National Telephone and Communications, Inc. ("Customer") and
is a part of their agreement for switched services, identified as TSA#NTC-______
(the "Agreement").
RECITALS:
A. Customer owns carrier identification code ___ ("Customer's CIC") and in
order to effectively manage the processing of primary interexchange carrier
("PIC") designations with respect to Customer's CIC, Customer desires to PIC
its end users to Customer's CIC and then have Customer's CIC translated to
WilTel's trunk groups (collectively, "WilTel's Trunk Group").
B. WilTel agrees to allow Customer to directly handle PIC order
processing for its end users associated with Customer's CIC and agrees to
direct the local exchange carriers on a tandem by tandem basis ("LECs") to
translate Customer's CIC to WilTel's Trunk Group in accordance with the terms
and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, WilTel and Customer agree as follows:
1. PRO PROCEDURES. Prior to implementation of the services provided
herein, Customer agrees to meet with designated WilTel representatives to
review and acknowledge standard administrative procedures (as contained in
Release Date-June, 1994) under this PRO Agreement.
2. CUSTOMER'S OBLIGATIONS. The parties acknowledge that WilTel will
handle the direct transmittal of PIC orders to the LECs. However, during the
Term of the Agreement, the parties agree that Customer shall be directly
responsible for all other PIC order processing associated with Customer's CIC
including, but not limited to:
a. The provision of necessary personnel and systems,
b. The provision to WilTel of information necessary to assist WilTel in
determining which ANIs are to be pic'd to which of Customer's CIC
Code(s) (which may include WilTel's CIC Code if selected by Customer).
c. Dispute resolution of PIC order processing with the LECs attributable
to Customer's CIC.
d. The provision of prior written notice to WilTel (or transmission of
such information electronically to WilTel, as determined by WilTel)
of all PIC processing orders for Customer's CIC prior to transmitting
such orders to LECs. WilTel has the right
2/1/95 Page 1 of 4 CONFIDENTAL
in its sole discretion to reject or delay the transmittal of any
order on a tandem by tandem basis. In the event WilTel has not rejected
or otherwise requested a delay in the transmittal of all or any portion
of such order(s) for reason of network capacity within one (1) business
day of receipt of such notice, Customer may proceed to transmit such
order(s) to the LECs.
3. WILTEL'S OBLIGATIONS. During the Term of the Agreement, the parties
agree that WilTel shall:
a. Over a thirty (30) day period following execution of this PRO
Agreement, provide Customer with reasonable assistance in the
transition to perform its PIC order processing obligations as stated
herein. Thereafter WilTel shall have no obligation to (i) perform PIC
processing for Customer, or (ii) assist Customer in performing PIC
processing.
b. Upon Customer's request, and at Customer's sole expense, provide
copies of all current and available order documents including, but
not limited to, Access Service Requests and Translations Questionnaires
which have been submitted to the LECs to provide for or make changes
to access services in connection with Customer's CIC.
c. Upon Customer's request for translations and identification of the
tandems to be translated, as amended for time to time by Customer,
WilTel shall use reasonable efforts under the circumstances to ensure
that Customer's CIC is promptly translated at LEC tandems (i.e., all
subtending equal access end offices), to WilTel's Trunk Groups for
Feature Group D access services in accordance with such request.
Provided, however, WilTel's obligation is the Subsection c. will not
apply if the traffic derived from Customer's CIC is disruptive to or
adversely affects the WilTEl Network as determined by WilTel, in its
sole discretion, or the procedures set forth in Section 2.d. of this
PRO Agreement are not followed by Customer, and, as a result, a network
blockage occurs on the WilTel Network from traffic derived from
Customer's CIC. Prior to the expiration of the Term of the Agreement,
WilTel shall not effect or process translation(s) of Customer's CIC
without the prior request or consent of Customer.
d. In regard to WilTel's obligation set forth in Subsection c. above,
WilTel shall use reasonable efforts under the circumstances to: (i)
provide services in performance of its obligations for a charge equal
to its costs of providing such services; and/or (ii) obtain the lowest
price available from any qualified out-sourcing party or subcontractor
to satisfy such translation requests; and in any case use reasonable
efforts under the circumstances to obtain the lowest price available
from the LECs to satisfy such translation requests.
e. The parties agree that the obligation of WilTel to perform under this
Section 3 is contingent upon WilTel's obligation to perform under the
Agreement. Notwithstanding the other provisions of this PRO Agreement,
Customer shall have the right to request the LECs to translate
Customer's CIC without involving or utilizing the services of WilTel;
provided, however, that during any period in which WilTel is the billed
party from the LECs with respect to Customer's CIC, Customer
2/1/95 Page 2 of 4 CONFIDENTAL
shall only effect or process translations of Customer's CIC upon prior
notice to WilTel and following payment of the LEC charges relevant to
such translations pursuant to Section 5 of this PRO Agreement, and in
the event Customer breaches the foregoing provision, Customer shall be
subject to a claim for actual damages incurred by WilTel as a result
thereof.
4. NETWORK PROCESSING. Customer and WilTel shall execute, concurrently
with the execution of this PRO Agreement, Letter(s) of Agency for the
specific tandems requested, in a form substantially similar to Exhibit "A",
attached hereto and made a part hereof, that shall grant WilTel the authority
to order changes in and maintenance of access services (i.e., Feature Group D
access) which the LECs may provide in connection with Customer's CIC
including, without limitation, the irrevocable authority to disconnect or
rearrange such access services and/or block or redirect traffic derived from
Customer's CIC away from the WilTel Network. The parties, for the purposes of
this PRO Agreement, each warrant that they shall not seek to order
disconnects or otherwise change access services (except as provided in
Section 3.c. above), but Customer shall have authority to otherwise make
changes to translations of Customer's CIC. WilTel and Customer agree that
such Letter(s) of Agency may require modification in order to accommodate
individual LEC requirements. In the event the procedures set forth in Section
2.d. of this Agreement are not followed and, as a result, a network blockage
occurs on the WilTel Network from traffic derived from Customer's CIC, then
to the extent that WilTel reconfigures its access arrangements to alleviate
such blockage and as a result WilTel incurs charges from other carriers for
the termination of traffic, which it would not have otherwise incurred,
WilTel shall provide prompt written notice to Customer of such charges and
proceed under the indemnification provision set forth in Section 7 of this
PRO Agreement.
5. PAYMENT. All costs associated with ensuring that Customer's CIC is
translated shall be borne by Customer as the party effecting the translation
or requesting that WilTel effect such translation(s). Prior to effecting any
translations of Customer's CIC by Customer, and, in any event, prior to
WilTel's performance of its corresponding obligations under Section 3.c.,
Customer shall pay $400 per tandem plus all LEC charges associated with
effecting and maintaining, if applicable, the services provided herein;
provided, however, the LEC charges will not exceed the prevailing charges of
such LEC as would otherwise be paid directly by Customer for the relevant
service. In the event Customer requests expeditious service hereunder, WilTel
may condition such request upon Customer's payment of additional charges to
WilTel.
6. 900 SERVICES. Customer shall not translate Customer's CIC for 900
Services without the prior written consent of WilTel. In the event consent is
given, to the extent that Customer's CIC is translated for 900 Services, such
translations and WilTel-provided 900 service, if any, shall be initiated
pursuant to the terms of this PRO Agreement.
7. INDEMNIFICATION. In the event of a network blockage under Section
3.c. above, WilTel shall provide Customer with prompt written notice of any
charges WilTel has incurred from other carriers for the termination of
traffic which WilTel would not have otherwise incurred. Within ten (10) days
of receipt of such notice, Customer shall indemnify WilTel for the full
amount of such charges.
8. FURTHER ASSURANCES. Each of the parties hereto agrees to take such
further actions and execute, deliver and file such agreements, documents or
instruments as the other party to this PRO Agreement may reasonably request or
require in order to carry out and effectuate the
2/1/95 Page 3 of 4 CONFIDENTAL
transactions contemplated by this PRO Agreement.
IN WITNESS WHEREOF, the parties have executed the PRO Agreement on the
date first written above.
WORLDCOM NETWORK SERVICES, INC NATIONAL TELEPHONE AND
COMMUNICATIONS, INC.
By: /s/ Charles Cole By: /s/ E.R. Jacobs
------------------------- -------------------------
(Signature) (Signature)
Charles Cole
- ---------------------------- ----------------------------
(Print Name) (Print Name)
Vice President Carrier Sales
- ---------------------------- ----------------------------
(Title) (Title)
2/1/95 Page 4 of 4 CONFIDENTAL
EXHIBIT "A"
____________, 199_
TO _______________________________________________ [LOCAL EXCHANGE TELEPHONE
COMPANY] AND WHOM IT MAY CONCERN:
WilTel, Inc. ("WilTel") hereby allows ___________________________________
("Customer") to initiate orders for telecommunication services relating to
translating its Carrier Identification Code _____________ (HEREINAFTER
REFERRED TO AS THE "CIC") to WilTel's trunk groups in the specific tandems
described on Schedule "I" which is attached hereto and incorporated herein by
reference. This includes, without limitation, initial orders, add-on orders,
disconnect orders, and any rearrangements thereof, relative to Feature Group
D access only.
Customer grants WilTel the perpetual and irrevocable authority to
disconnect or rearrange such access services and/or block or redirect traffic
derived from the CIC away from the WilTel Network.
This letter of agency also directs you to remit all bills relating to
Bell's access services ordered pursuant to this letter of agency to:
WorldCom Network Services, Inc.
Line Cost Department, Mail Drop 27-6
P.O. Box 21348
Tulsa, Oklahoma 74121
You may deal directly with Customer on all matters pertaining to said
telecommunications services and should follow its instructions with reference
thereto.
This authorization will remain in effect until you are otherwise
notified, by WilTel, in writing.
______________________________________ WORLDCOM NETWORK SERVICES, INC.
(CUSTOMER)
BY:___________________________________ BY: _____________________________
(Signature) (Signature)
______________________________________ _________________________________
(Print Name) (Print Name)
______________________________________ _________________________________
(Title) (Title)
NTC
INTERIM PRICING PROPOSAL
August 29, 1995
NTC has requested WilTel to propose a $12,000,000/month 3 year
commitment revenue plan which would provide for an 18 month ramp at
$12,000,000/month pricing prior to the 36 month period during which NTC would
maintain the $12,000,000 Monthly Revenue Commitment. WilTel has considered
this request and made a preliminary proposal to NTC on August 3, 1995, for
purposes of discussion and review by the parties. Upon review of the August 3
Proposal, NTC indicated its concern as to the competitiveness of the rate
package contained in the August 3 Proposal principally with respect to the
following:
International Rates (Dedicated & Switched)
Intrastate Rates (Switched)
Interstate Rates (Switched)
Upon further review of these issues, WilTel firmly believes that the
most cost effective program it can offer NTC will be its proprietary IX
Transport Product. The IX Transport Product is not currently available;
however, as an interim solution is hereby proposed as a firm offer to NTC.
1) NTC will have the option of being one of the initial Beta customers
for WilTel's IX Transport Product. In this regard, WilTel represents that
testing with NTC could begin in September with full initiation of IX
Transport Service by January 1, 1996.
2) As an incentive to NTC for maintaining its outstanding growth with
WilTel while final development and implementation of the IX Transport Product
is pending, NTC will be provided a pricing package for WilMax Service
commensurate with WilTel's current $10,000,000/month program (See Discount
Schedule Summary attached) effective September 1, 1995, provided NTC
maintains $7,000,000/month in Monthly Revenue from the September 1 through
November 1, 1995, usage periods and $7,500,000 in Monthly Revenue from the
December 1, 1995 through the February 1, 1996 usage periods.
3) In consideration of NTC's special interests in
international service and intrastate California services, the
$10,000,000 Interim Program will contain two additional incentives:
a) NTC will retain its current Promotional International Pricing
for both Switched and Dedicated international traffic through
January 31, 1996.
b) NTC will obtain 1+ and 800 intrastate California service at the
current WilTel IntraLATA prices.
NTC - Interim Pricing Proposal
August 29, 1995
4) NTC will be provided with assistance and Credit up to $250,000 for
LEC charges associated with translating up 3 CICs in the same manner was
previously discussed in the August 3 Proposal, and NTC will pay LEC charges
in connection with ANIs and PIC disputes associated with its CICs as
previously discussed. NTC's only obligation with respect to the CIC
translation credit would be to reimburse WilTel for credits received if the
parties are unable to finalize a long term relationship for Service under the
IXC Transport regime which is comparable to a $10,000,000/month program under
a postalized rate regime.
5) If NTC and WilTel are unable to conclude an expanded agreement to
their mutual satisfaction by January 31, 1996, NTC's pricing and obligations
will revert to the rates, terms and conditions contained in the November 15,
1994 WilMax Agreement effective February 1, 1996, subject to any CIC
translation reimbursement obligations of NTC.
6) WilTel will proceed with the "10XXX# Auth Code" Product in accordance
with its discussions with Dennis Miga.
CONFIDENTIAL
NTC INTERIM PRICING PROPOSAL
DISCOUNT SCHEDULE SUMMARY
PRODUCTS BASE MONTHLY REVENUE DEVELOPMENT
RATES SCHEDULE
- ------------------------- ---------------- --------------------------------------------
"Confidential material deleted pursuant to Rule 406 of the Securities Act of
1933, as amended."
WILMAX
INTERIM PROGRAM ENROLLMENT TERMS
[CARRIER]
These Interim Program Enrollment Terms (the "Interim PET") are made as
of the 1st day of September, 1995 (the "Effective Date"), by and between
WorldCom Network Services, Inc. d/b/a WilTel (formerly WilTel, Inc.)
("WILTEL") and National Telephone and Communications, Inc. ("Customer") and
are a part of their agreement for switched services, more particularly
identified as TSA#NTC-941101 (the "AGREEMENT"). In accordance with the
Agreement, charges to Customer for Service obtained thereunder shall be
subject to the Discount Schedule set forth below and the Agreement shall also
be subject to the terms and conditions set forth herein. The parties
acknowledge that they previously executed Program Enrollment Terms dated
November 15, 1994 (the "PRIOR PET"). As of the effective date, the Prior PET
will be terminated in its entirety subject to reinstatement as provided in
Section 2 below.
1. IX TRANSPORT: In connection with Customer's continued substantial
growth in Monthly Revenue (as described below) since the execution of
the Prior PET, the parties have been in negotiations concerning the
increase of Customer's take-or-pay commitments under such Prior PET and
the offering by WilTel of additional discounts to Customer. Currently,
WilTel has been in the process of developing a new product ("IX
TRANSPORT PRODUCT") to be offered to Customer which product the parties
believe may adequately and more cost effectively address Customer's
telecommunications services requirements. Therefore, the parties have
agreed to execute this Interim PET to address Customer's requirements
during the Interim Term while the IX Transport Product is tested and
implemented by WilTel.
2. SERVICE TERM: The Service Term of this Interim PET will commence as
of the Effective Date and continue until the sooner of (i) January 31,
1996, or (ii) the date the IX Transport Product (described in Section 1
above) is offered by WilTel (the "INTERIM TERM"). In the event the
parties have failed to execute on or before January 31, 1996 (i) a
definitive agreement concerning the terms and conditions relative to the
IX Transport Product described in Section 1 above, or (ii) Amended and
Restated Program Enrollment Terms whereby Customer agrees to maintain
Monthly Revenue of at least $10,000,000 a month for a total of
$600,000,000 over not greater than a five (5) year term, the Prior PET
will be reinstated as of February 1, 1996 and the terms and conditions
contained therein will continue in full force and effect through the end
of the Service Team as described in the Prior PET.
05/01/95 Page 1 of 5 CONFIDENTIAL
EXECUTION COPY
DSA# NTC-940314
WILTEL, INC.
CARRIER
DIGITAL SERVICE AGREEMENT
THIS AGREEMENT is entered into on the 14th day of March, 1994, by
and between WILTEL, INC., a Delaware corporation ("WILTEL"), and NATIONAL
TELEPHONE & COMMUNICATIONS, a California corporation ("CUSTOMER"), for the
provision of the dedicated digital telecommunications interexchange, local
access and ancillary services described in Digital Service Descriptions
accepted by WilTel under this Agreement, subject to the terms and
conditions contained in this Agreement.
NOW THEREFORE, the parties agree to the following:
1. INCORPORATION OF DOCUMENTS AND CONTROLLING PROVISIONS: This
Agreement consists of all the terms and conditions contained (i) in this
Agreement, (ii) in Digital Service Description that conform hereto, and,
(iii) in documents incorporated herein specifically by reference. This
Agreement constitutes the complete and exclusive statement of the
understanding between the parties and supersedes all proposals and prior
agreements (oral or written) between the parties relating to Service
provided hereunder. In the event any provision of this Agreement
conflicts with any statute, rule or order of any governmental unit or
regulatory body, or tariff filed by WilTel, then, if required by law, such
statute, rule, order or tariff shall control.
2. DIGITAL SERVICE DESCRIPTIONS: Service requested by Customer
hereunder shall be requested on WilTel Digital Service Description forms
in effect from time to time, or Customer's forms accepted in writing by
an Authorized Headquarters Representative of WilTel as hereinafter
provided (hereinafter collectively referred to as "Digital Service
Descriptions"). Each Digital Service Description shall reference this
Agreement by Digital Service Agreement number ("DSA#") and shall become
a part of this Agreement only to the extent that it specifies the type
of Interexchange Service, quantity of circuits, originating and
terminating
Page 1 of 12
DSA# NTC-940314
this Agreement. (K) Words having well-known technical or trade meanings
shall be so construed, and all listings of items shall not be taken to
be exclusive, but shall include other items, whether similar or
dissimilar to those listed, as the context reasonably requires. (L) No
rule of construction requiring interpretation against the draftsman
hereof shall apply in the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Digital Service
Agreement on the date first written above.
WILTEL, INC. NATIONAL TELEPHONE & COMMUN.
-------------------------------------
(Customer)
By: /s/ Mitch L. Lindner By: /s/ Christopher Mancuso
------------------------------- -------------------------------
(Signature) (Signature)
Mitch L. Lindner Christopher Mancuso
- ----------------------------------- -----------------------------------
(Print Name) (Print Name)
Regional Sales Manager Director of NT. Development
- ----------------------------------- -----------------------------------
(Title) (Title)
Full Business Address: Full Business Address:
WilTel, Inc. 2801 N. Main St.
Suite 2800, One Williams Center Irvine, CA 92714
Tulsa, Oklahoma 74172
Attn: Contract Administration Attn: Christopher Mancuso
(Party to Receive Notices) (Party to Receive Notices)
Tel. No. 918-588-3210 Tel. No. 714-251-8000
Page 12 of 12
CUSTOMER AND PRO PROCEDURES
I. Contract Administration gives Facilities Cost, Traffic and IS 30 days
notice of the CIC translation effective date.
A. The customer provides the Salesman with list of tandems where they
want to do CIC translations so Facilities cost can estimate the costs of LEC
charges discussed later in this document under escrow amounts. The Salesman
provides Facilities Cost with this information.
B. LECs require 30 days notice from Facilities Cost to coordinate the
customer's translated CIC traffic into a WilTel billing cycle. Facilities
Cost tells the LEC which LEC BAN the LEC should use for the CIC translated
ANIs. The LEC BAN determines in which billing cycle the LEC will bill the
ANIs.
C. IS needs to know if CABs processing will increase considerably to
prepare for increased disk (DASD) requirements. If the customer will have 0+
or 0- traffic, IS needs to handle the customer's 0+ and 0- traffic separately
from other Operator Service providers. IS must change the Bill-Pro program to
accept the new ACNA.
D. Sales gets a list of the customer's current traffic that will be
switched to (or is already on) the CIC to be translated. This information can
be provided for the number of ANIs listed by tandem or lata. Traffic prefers
the traffic information sorted by tandem. Sales provides Traffic with a copy
of the traffic estimations 30 days prior to customer requested service date.
This assumes the customer's current customer base is large enough it will
have an impact on Traffic. Note: if the customer waits until the day they
want to submit their ANIs via EDE for large numbers of ANI orders, they run
the risk of having the ANIs rejected or put on hold for 30 to 45 days while
new capacity is ordered and installed.
Page 1 of 5
Release Date: June, 1994
II. The customer requests tandem information for a lata from their CSR. The
CSR provides WilTel Provisioning a copy of the request. WilTel Provisioning
provides the customer with 2-6 code (the Bell trunk group identifier), ACTL
and LEC BAN so the customer can submit their ASR. Attachment B is an example
of an ASR. IS provides an automated way for Provisioning to supply the
customer with this information. The customer is informed by Provisioning they
need to send an ASR to the tandem and to every end office involved. Provisioning
informs the customer the DMT field on the ASR should be and "A". More
Information is contained on the sample ASR in Attachment B.
Provisioning and Line Cost request a monthly report from the customer. A
sample report is included in Attachment C.
III. The customer submits an ASR requesting the LEC translate the customer's
CIC to WilTel's CIC using the 2-6 code, LEC BAN and ACTL provided to them by
WilTel Provisioning. The customer should put a project ID on the ASR such as
"WilTel redirect" so the LEC can give WilTel Facilities Cost summaries of
this project ID. Customer sends a copy of their ASR and FOC to their CSR who
sends a copy of the request to Line Cost.
IV. Facilities Cost estimates LEC charges to cover the cost of performing
functions associated with preparing, transmitting and monitoring translation
requests and the access service requests to the LECs, including charges for
internal costs and/or out-sourcing costs. Facilities Cost estimates these
charges based on the tandems where the customers want to do CIC translations.
The customer is required to setup an escrow account WilTel can draw on to
cover these costs. Money is wired directly to the bank or to WilTel Treasury
for the escrow amount. Each month, Facilities Cost does a true up (or
comparison) of actual LEC charges vs. estimated LEC charges. If the customer
owes WilTel money, Facilities Cost prepares a charge to the customer and
Switched Billing enters that amount into the billing system to appear on the
customer's bill.
V. The end user (the customer's customer) will receive a bill from the LEC
for the end user move charge. It is the customer's responsibility to inform
the end user of the end user move charge.
Page 2 of 5
Release Date: June, 1994
VI. The customer sends a letter to the LEC saying all PIC dispute charges
will be sent to them. The customer sends a copy of this letter to their CSR.
This is forwarded to Network Planning.
VII. Each customer account on the AS400 will have a CIC. This CIC will be
maintainable in Super Maintenance. The CIC will default to 555 unless another
CIC is entered. If the customer has 3 CICs they will need at least three
customer accounts. If the customer has 2 products (like Origination Only
Service and Origination Only Service with Dedicated Access) that require 2
customer accounts and they have 3 CICs they will need 6 (2 times 3) customer
accounts. Customer Service? will provide the customer and their salesperson
with a table of switched customer account numbers, the CIC and their
associated products.
VIII. The EDE program distributes the CIC on the customer's account to the
ANI records for use by the OPIE and PIC programs.
IX. Traffic will setup the CIC in Circuit Inventory option 3.1.9 - CIC file
maintenance before the customer submits a request for ANIs via EDE. If this
CIC is another carrier's CIC that is translating their CIC to WilTel's,
Traffic sets the "PIC" flag to a "N" for no and sets the "Accept LEC responses"
flag to "y" to yes. Traffic fills in the ACNA (or responsible billing party)
for this CIC.
X. CABs (LEC bill reconciliation) will have a lot more LEC bills come in as
a result of increased usage. Therefore, each time a customer is setup on a
CIC agreement, IS will have to prepare for increased disk utilization. IS
must add the ACNA (responsible billing party) to the Bill-pro table in the
CABs programs. Provisioning will add the ACNA (or CCNA) to the CCNA Directory
(Order Entry option 1.4.2) and set the ACNA indicator equal to "y" for yes, it
is an ACNA.
Page 3 of 5
Release Date: June, 1994
XI. The customer sends a request for ANIs via EDE (say they submitted the
request on a Tuesday). The customer must know which customer number to use
for which CIC and which product when placing an order service. Customer
Service EDE support informs the customer of the new customer number and when
to use it (for ANIs PICed to the customer's CIC).
XII. OPIE (network capacity planning software) runs at 7:30 PM the night
(Tuesday) the customer sent the ANI request via EDE. OPIE uses PIC requests
and ANI requests to determine needed network capacity. OPIE produces a report
for non-WilTel customers (as defined by Traffic on CI option 3.1.9) like the
1+ ANI to trunk group report (attachment D) but sorted by customer name and
date request submitted.
XIII. The next business day (Wednesday), Traffic will receive the new report
to analyze whether the ANis can be accepted or rejected. Traffic highlights
ANIs that will be rejected and gives the highlighted report to the PIC group.
XIV. The PIC group puts a hold status on the PIC processing screen 10.1 for
the ANIs highlighted by Traffic.
XV. (This step is in question) A new JOB will be added specific to that
customer so the PIC agent report can be requested for the customer by the
PIC group after the PIC statuses are updated. The information is available to
the customer from the Bulletin Board System in their (customer name) PIC.EXE
file. The procedure for the customer to pull this information is in their
customer handbook. The CIC agreement states WilTel will respond with rejects
within 1 business day. If the customer does not get notification of the
rejects within 1 day, the customer can assume they can proceed with PICing
the ANIs.
XVI. PIC processing will only send WilTel owned (as defined in the CIC
file-CI option 3.1.9) PIC records to the LECs for PICing to WilTel's CIC.
Page 4 of 5
Release Date: June, 1994
XVII. (This step is in question) The customer sends a file of WilTel
accepted ANIs to the LEC for PICing to the customer's CIC. The customer gets
a file of LEC responses from the LEC in a standard CARE format (attachment
E). The customer sends WilTel this file electronically via NDM or T-Tran. NDM
and T-Tran takes time to setup for each customer so it is important to have
IS and the customer working together as early in the process as possible so
dedicated circuits can be set up and NDM tests performed. Not all customers
will have the ability to do NDM or T-Tran. In the case NDM or T-Tran is not
or will not be setup, the customer will send WilTel a copy of the LEC
responses so that the PIC group can manually update the LEC responses for
each ANI in PIC Processing 10.1. The updating of the customer's LEC responses
in WilTel's PIC files prevents "double counting" projected traffic in OPIE
when an ANI is not shown as being PICed when it has and the actual traffic
usage is coming in to OPIE via the Traffic system.
XVIII. PIC processing will know to accept LEC responses according to the
accept LEC responses flag set by Traffic on the CIC file (CI option 3.1.9).
XIX. The end user can start using their ANI as soon as the LEC switches them
over.
XX. End User uses ANIs. OPIE starts using actual usage.
22. If the customer moves any of their traffic to another carrier, they are
required to contact WilTel to disconnect service.
Page 5 of 5
Release Date: June, 1994