EXHIBIT 10.42 ALTERNATE MAILING SYSTEM AGREEMENT BETWEEN THE UNITED STATES POSTAL SERVICE AND INTERNATIONAL BILLING SERVICES, INC. 5220 ROBERT J MATHEWS PARKWAY EL DORADO HILLS, CA 95762-5712 Bulk Third-Class PURPOSE: This service agreement, and any attachments, set forth the terms and conditions for International Billing Services, Inc. of El Dorado Hills, California for use of an Alternate Mailing System Agreement (AMS) as described and authorized by the United States Postal Service in accordance with Domestic Mail Manual (DMM) P730. If there is any difference between this agreement and the mailing standards in the Domestic Mail Manual, the postal standards in the DMM will govern. An Alternate Mailing System Agreement provides for other methods of accepting permit imprint mail, not established in Domestic Mail Manual P710 or P720, that show proper postage payment and mail preparation without verification by weight. CONDITIONS: The conditions of authorization for Alternate Mailing System Agreements (DMM P730.2.2) are: - - Authorization to use AMS must benefit the USPS - - Authorization to use AMS must include a signed agreement - - An AMS agreement must specify the terms and conditions of the AMS - - All postage must be paid by permit imprint unless otherwise permitted in writing by the RCSC - - There must be no additional costs to the USPS for an AMS agreement beyond the costs of current mail acceptance procedures for the mail in question - - The mailer must implement a quality control program that ensures proper mail preparation and accurate documentation, subject to USPS approval. The service agreement must include details of this program that ensure proper mail preparation and accurate documentation, subject to USPS approval. The service agreement must include details of this program. Each AMS mailing must include a statement from the mailer certifying that the approved quality control verification is done. - - Authorization must not exceed 2 years. - 1 - ARTICLE 1: This Alternate Mailing System Agreement is for third-class Bulk Rate nonidentical weight permit imprint mailings for The Sacramento Bee for which the documentation and maintenance of records as outlined in Article 9 are maintained by the mailer. This agreement is for specific mailings at the mailer's plant (known as: IBS II) located in: Sacramento, California The mailer may request other AMS agreements for additional mailer plant locations by submitting a written request to the postmaster at the office of mailing. The request must include a complete description of the types of matter to be mailed; the proposed method of paying postage; the proposed method to determine correct mail preparation; and a statement of the reasons for requesting the alternate mailing system. The USPS may review the mailer's operation before ruling on the application. ARTICLE 2: Mailings under this agreement are limited to third-class Bulk Rate mail for The Sacramento Bee. Mailings will be prepared as required by the applicable mailing standards in the Domestic Mail Manual. Specific primary and secondary documents are listed for use with this system. The mailings will be produced at the IBS II plant in Sacramento, California. ARTICLE 3: The Postmaster or designee, Rancho Cordova, California will verify mailings at the mailer's Sacramento, California plant. All mailings verified under this agreement at the mailer's Sacramento, California plant will have funds withdrawn from permit imprint account number 300 held with the Postmaster, Rancho Cordova, California. ARTICLE 4: Mailer's Responsibilities: 1. International Billing Services, Inc. is responsible for complying with all postal laws and regulations which may apply to the mailings including the proper classification of materials as set forth in the DMM. Mailings must be prepared and presented to the Postal Service in accordance with this agreement. International Billing Services, Inc., will tender mail prepared in accordance with this Agreement only at entry points specifically approved in advance by the Postal Service. The mailer's plant in Sacramento, California will be the entry point for all mail entered under this Agreement. - 2 - 2. International Billing Services, Inc., will provide unrestricted access to mail preparation areas for employees of the Postal Service to observe mail preparation and to verify mailing records. 3. At the time mail is presented for acceptance and/or released by the Postal Service, the mailer must be able to provide: - - Primary Documents as described in Article 9 - - "Postal Accumulated Manifest Report" for each rate category - - Consolidated Register of Mailing Statement (Business Day 3800 Summary with Grand Totals) - - Coding Accuracy Support System Report (PS Form 3553) or computer-generated facsimile (DMM A950.5.2) for automation rate mailings - - Carrier-Route Listings for Carrier-Route mailings - - Any other documentation required by the Domestic Mail Manual for rate eligibility. ARTICLE 5: International Billing Services, Inc., must maintain sufficient funds in an advance deposit account at the Rancho Cordova, California Post Office for any mailings entered and released by the United States Postal Service. (DMM P040.5.6 Prepayment) ARTICLE 6: The mailer will document and/or process damaged or withdrawn mailpieces as outlined in Attachment "A" (Mailer's Quality Control Procedures). The mailer will adhere to all quality control procedures and documentation as outlined in the Quality Control Procedures attached to this agreement (Attachment "A") ARTICLE 7: Attachment "B" includes sample copies of mailing documentation covered by this agreement. The Manager, RCSC must be notified 80 days in advance for approval to any proposed changes to this documentation which may affect correct calculation/assessment of postage for mail released by the Postal Service under this Agreement or affects any primary or secondary postal audit documentation used to support this agreement. ARTICLE 8: Postal audit documents for this AMS will be maintained at the mailer's plant in El Dorado Hills, California. If requested by the Postal Service audit documents will be available for postal inspection at the Sacramento IBS II plant with seven (7) days prior notice to International Billing Services, Inc., A sample pack will be maintained at the mailer's plant located in El Dorado Hills, California for mailings submitted by International Billing Services, Inc., under the AMS agreement. The sample pack will include some of the required documents as specified in Article 9 of this agreement and any additional documentation and information desired by the mailer. Some documentation for this agreement is maintained electronically (Article 10) and certain documentation is maintained by the Postal Liaison because of space limitations in the sample pack. The sample pack will consist of information for a particular "corp" or "plan." - 3 - The mailer defines a corp as a select client with an exact plan(s) consisting of select envelopes and inserts (stuffers.) The plan may differ numerous times for the same corp/client during a mailing day. Maintenance of the documentation is required to permit reconciliation with the statements of mailing and to enable the Postal Service to verify the accuracy of the computations for individual mailings as well as for the aggregate of all mailings. These records will be maintained centrally and retained for a period of one year. The mailer has been authorized to maintain in electronic format the following providing the conditions in Article 10 are met: - -The primary document, the "Postal Manifest Postage Listing," shows the number of pieces of mail, postage for each piece by destination and "corp/plan" or ":S-Key" and summarizes the postage and piece counts for each mailing under this authorized Alternate Mailing System Agreement. ARTICLE 9: PRIMARY MAILING RECORDS FOR IMAGE BILLS POSTAL MANIFEST LISTING - Shows rate qualification by ZIP Code for mailpieces by route number, 5-digit, 3-digit ZIP Codes and by residual. Customer has authorization in Article 10 to maintain this documentation electronically if approved by the Manager, Business Mail Entry in Sacramento, California. SECONDARY MAILING RECORDS 1. Sample Pack enclosures for each corp/plan: - - Plan Job Card (shows the number pieces, corp/plan, file number, inserts, quality control checks initialed by each department as mail is processed through printing, inserting, sealing, packaging, traying, etc.,) - - Sample of job tray/sack labels for the exact corp/plan - - Sample of mailing envelope with permit imprint including all inserts - - Sample of tray labels for the exact corp/plan mailing - - StatementsPLUS Close Out Index (used for monitoring all activities and documents handling needed to close-out the corp/plan) - - StatementsPLUS Plan Summary Report - - Customer Return Letter - - Turnabout Analysis Summary Information - - Transmission Audit Report - - Facsimile Work Request Customer Invoice - 4 - - - Customer Statement of Accounts or Billing Statistics/Billing Validation Report ARTICLE 10: Electronic Storage of the "Postal Manifest Listing" for any mailing generated, is acceptable under this Agreement providing: - - The mailer must be able to provide the Postal Service the entire "Postal Manifest Listing" for any mailing generated within seven days after the date of mailing. The information must be provided by the mailer to the Postal Service within 24 hours. - - The information can be extracted from the electronic media for a single mailpiece by keying the unique keyline from a specific mailpiece into the computer - - The mailer will ensure that for any mailing selected for postage verification by the Postmaster or designee of Rancho Cordova, California that the mailer will generate a complete hard copy of the "Postal Manifest Listing" for the entire contents of one or more tray or containers within that same mailing to the postal clerks verifying a mailing. The information must be produced for verification of a mailing before a mailing is released - - The mailer will require 15 days advance notice to provide requests for the "Postal Manifest Listing" beyond seven days from the date of mailing ARTICLE 11: Postal verification may occur at anytime. Verification will be conducted as required to meet postal standards. If mailings are accepted at the mailer's plant they are subject to Plant Load Operations approval by the Sacramento District of the Postal Service. This may entail preliminary notice of mail volume in advance to allow the Postal Service adequate time for truck/trailer dispatches. ARTICLE 12: Overpayments and underpayments identified during USPS verification require a postage adjustment. Verification samples are deemed to be representative of the entire mailing and postage adjustments calculations are based on the total mailing. The mailer must pay a penalty surcharge when the sampling verification shows that the error exceeds 1.5% of the claimed postage. The total corrected postage for the entire mailing and a penalty equal to 10% of the postage error calculation is deducted from the permit imprint advance deposit account (DMM P730.1.2.) Additionally, the mailer agrees to notify the RCSC, in writing, regarding the reason for the error and how it will be prevented in the future. ARTICLE 13: Any underpayment of postage to the USPS detected by International Billing Services, Inc., must be reported to the administering post office within five (5) working days from the date of detection. The reporting office will advise the administering RCSC of all underpayments. - 5 - Any refund request or deficiency (underpayment) will trigger an investigation by the administering RCSC and International Billing Services, Inc. to determine how and why the error occurred, why it was not detected by the system, and what corrective measures have or should be taken. A joint audit will be performed if determined necessary by the manager of the administering RCSC. If the Manager, RCSC, determines excess postage was paid or postage was underpaid because of an error by International Billing Services, Inc. the cost of conducting the audit to identify and correct the cause of the problem and the total administrative costs and processing costs incurred by the Postal Service will be charged to International Billing Services, Inc. ARTICLE 14: The Manager, Rates and Classification Service Center may revoke this AMS authorization if the mailer (DMM P730.2.7): - - Provides incorrect data for mailing and appears unable or unwilling to correct all problems - - Is not conducting required quality control procedures as described by the mailer in Attachment A - - No longer meets the criteria established by standard or the AMS agreement - - Does not present a mailing under this AMS for six (6) months - - Continues to present improperly prepared mailings ARTICLE 15: Duration and terms of this Agreement The mailer may cancel this agreement at any time by giving written notice to the San Bruno Manager, Rates and Classification Service Center. ARTICLE 16: Annual system reviews will be conducted by the San Bruno RCSC. Monthly reviews will be conducted by either the Manager, Business Mail Entry, Sacramento District, the Postmaster, Rancho Cordova, California or their designees. ARTICLE 17: This agreement will remain in effect for a one-year period beginning December 18, 1995 and ending December 17, 1996. - 6 - ARTICLE 18: This agreement consists of 18 articles and five (5) attachments and can only be changed or modified by addendum with the approval of the Manager, San Bruno Rates and Classification Service Center. ATTACHMENTS DESCRIPTION - - Attachment A Mailers Quality Control Procedures - - Attachment B Primary Documentation Samples - - Attachment C Mailer's Request for Alternate Mailing System - - Attachment D Mailer's Definition of Terms - 7 - SIGNATURE PAGE - ALTERNATE MAILING SYSTEM AGREEMENT FOR THE POSTAL SERVICE J. M. Long Acting Manager, Customer Service Support - --------------------------------- ----------------------------------------- Name Title /s/J. M. Long 916 373-8703 - --------------------------------- ------------------------------------------ Signature Telephone 3/26/96 Sacramento, CA 95799-0070 - --------------------------------- ------------------------------------------- Date City, State, ZIP + 4 FOR THE POSTAL SERVICE Larry Groce Postmaster - --------------------------------- ------------------------------------------- Name Title /s/Paulette Mahoney for Larry Groce 916 574-3062 - ---------------------------------- -------------------------------------- Signature Telephone 3/18/96 Rancho Cordova, CA 95670-9998 - ---------------------------------- -------------------------------------- Date City, State, ZIP + 4 FOR INTERNATIONAL BILLING SERVICES, INC. Mury Salls Vice President Postal Relations - ---------------------------------- -------------------------------------- Customer Name Title /s/Mury Salls 916 939-4670 - ---------------------------------- -------------------------------------- Signature Telephone Number 3/21/96 El Dorado Hills, CA 95762-5712 - ---------------------------------- ---------------------------------------- Date City, State, ZIP + 4 For Rates and Classification Service Center /s/Linda A. Deaktor Manager, Rates and Classification Service Center - ------------------------------ ------------------------------------------------ Linda A. Deaktor Title 3/28/96 San Bruno, California 94096-9599 - ------------------------------ --------------------------------------------- Date of Approval City, State, ZIP + 4 Attachment A --------------------------------------------------- Mailer's Quality Control Procedures [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SAMPLE VERIFICATION CHECKLIST [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 MAIL VERIFICATION [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. 9 CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. 10 CST 1 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. 11 ATTACHMENT B SAMPLE DOCUMENTATION [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Postage Summary [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SAMPLE VERIFICATION CHECKLIST [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. ATTACHMENT C - MAILER'S REQUEST FOR ALTERNATE MAILING SYSTEM AGREEMENT [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. ATTACHMENT D -- MAILER'S DEFINITION OF TERMS [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. PG 1 OF 5 DEFINITION OF TERMS [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. PG 2 OF 5 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Pg 3 OF 5 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Pg 4 OF 5 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Pg 5 OF 5 [*] *PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.