AMENDMENT TO AGREEMENT
THIS AMENDMENT (the "Amendment') is made effective this _______ day of
___________, 1993 to that certain Volume Purchase Agreement dated January 31,
1992, ("the Agreement") by and between Sprint Communications Company L.P.
("Sprint"), and Executone Information Systems, Inc. ("Reseller"). Sprint and
Reseller are referred to herein collectively as "Parties," and individually as a
"Party."
In consideration for the mutual promises contained in the Agreement and this
Amendment, the Parties hereby amend the Agreement as follows:
1. Subparagraph 1(a) is hereby stricken in its entirety and a new
Subparagraph 1(a) is added to the Agreement to read as follows:
1. Definitions
a) "Eligible Services" means: (1) services listed in Gross Monthly Volume
Contributory and Eligible Table in Exhibit B which are eligible for the
discounts provided herein; and (2) international services listed in the Gross
International Monthly Volume Contributory and Eligible Table attached hereto
which are eligible for the discounts provided herein.
2. Subparagraphs 1(f), 1(g), and 1(h) are hereby added to the Agreement to
read as follows:
1. Definitions
f) "Gross Monthly Volume" means the charges for Services provided under
this Agreement priced at Tariff rates net of all credits or adjustments
provided by Tariff.
g) "Gross International Monthly Volume" means the charges for international
Services provided under this Agreement priced at Tariffed rates net of all
credits or adjustments provided by Tariff less Network WATS charges or credit.
h) "Net Invoice" means the charges for Services priced in accordance with
the discounts or special pricing provided for in this Agreement net of all
credits or adjustments provided by Tariff or under this Agreement.
3. Subparagraph 3(g) is hereby added to the Agreement to read as follows:
3. The Transaction
-1-
g) If Reseller provides network access for Ultra WATS and Ultra 800 Service,
then Reseller shall provide, at Reseller's expense, all access to the Sprint
Point of Presence, or to the Service Wire Center (SWC). If Reseller provides
access only to the SWC, then Reseller will be assessed both Non-Recurring
Charges (NRC) and Monthly Recurring Charges (MRC) for Central Office Connection
(COC) and Entrance Facility Cost (EFC). If Reseller elects to provide access to
Sprint's Point of Presence (POP), only NRC and MRC charges for COC will apply,
and Reseller must not use Sprint's leased SWC-to-POP entrance facilities.
4. Ultra WATS/Ultra 800 (Sprint Provided and Customer Provided Access) pricing
is added to Exhibit B to replace existing pricing and reads as follows:
Ultra Wats'r' (Sprint Provided Access)
Flat Rate Price
Gross Monthly Volume Peak Off Peak
- --------------------------------------------------------------------------------------
$ 0 - $
$ 100,000 - $
$ 500,000 - $
$ 750,000 - $
$ 1,000,000 - $
$ 2,000,000 - $
$ 3,000,000 + $
Ultra 800 (Sprint Provided Access)
Flat Rate Price
Gross Monthly Volume Peak Off Peak
----------------------------------------------------------------------------
$ 0 - $
$ 100,000 - $
$ 500,000 - $
$ 750,000 - $
$ 1,000,000 - $
$ 2,000,000 - $
$ 3,000,000 + $
-2-
Ultra Wats'r' (Customer Provided Access)
Flat Rate Price
Gross Monthly Volume Peak Off Peak
---------------------------------------------------------------------------
$ 0 - $
$ 100,000 - $
$ 500,000 - $
$ 750,000 - $
$ 1,000,000 - $
$ 2,000,000 - $
$ 3,000,000 + $
Ultra 800 (Customer Provided Access)
Flat Rate Price
Gross Monthly Volume Peak Off Peak
--------------------------------------------------------------------------
$ 0 - $
$ 100,000 - $
$ 500,000 - $
$ 750,000 - $
$ 1,000,000 - $
$ 2,000,000 - $
$ 3,000,000 + $
At least eighty percent (80%) of all Ultra WATS usage under this Agreement shall
terminate in a Regional Bell Operating Company ("RBOC") NPA-NXX. At least eighty
percent (80%) of all Ultra 800 usage under this Agreement shall originate in an
RBOC NPA-NXX. If either of the above conditions are not satisfied then Sprint
may, at its option, apply a $0.05 per minute surcharge to all traffic that fails
to meet either condition.
For Ultra WATS/Ultra 800 Service (Sprint Provided and Customer Provided Access)
there is no minimum daytime requirement.
5. A new Paragraph 2 is added to Exhibit to read as follows:
2. International Pricing
-3-
A. General Provisions
1) The total dollar amount of the discounts provided for in this Paragraph 2
shall be applied as a credit against the amount Reseller is invoiced for
interstate usage, so long as the net amount invoiced for interstate usage
exceeds the total dollar amount of such credit.
2) Discounts shall apply to Standard, Discount and Economy international
calling periods.
3) Discounts are applied 1 month in arrears - net of Network WATS
4) Reseller will receive Network WATS as prescribed in Sprint's Tariff No.
2 for International traffic (__ discounts on Standard, Discount and Economy
calling periods).
B. Additive Discount Schedule
1) Group 1 - Australia, Guam, Hong Kong, India, Japan, New Zealand,
Singapore, Taiwan, United Kingdom.
Gross International Monthly Volume
----------------------------------------------------------------
$200K $150K - 200K $75K - 150K $10K - 75K
2) Group 2 - Austria, Canada, Denmark, Finland, France, Germany, Hungary,
Korea (South), Norway, Sweden, Switzerland, Venezuela.
Gross International Monthly Volume
----------------------------------------------------------------
$200K $150K - 200K $75K - 150K $10K - 75K
3) Group 3 - Argentina, Belgium, Bermuda, Ireland, Kuwait, Malaysia,
Saudia Arabia, South Africa, Spain, United Arab Emirates.
Gross International Monthly Volume
----------------------------------------------------------------
$200K $150K - 200K $75K - 150K $10K - 75K
-4-
4) Group 4 - Brazil, Chile, China, Costa Rica, Greece, Israel, Italy,
Mexico, Poland, Portugal, Thailand
Gross International Monthly Volume
------------------------------------------------------------------
$200K $150K - 200K $75K - 150K $10K - 75K
C. Gross International Monthly Volume Contributory and Eligible Table
The following table shows the type of usage- and product types that will
contribute to the Gross International Monthly Volume levels and will be eligible
for the Additive Discounts on international traffic.
CONTRIBUTORY ELIGIBLE NEITHER
TYPE OF USAGE:
Interstate - - X
Intrastate - - X
International X* X** -
Directory Assistance - - X
Operator Services - - X
Location Fees - - X
Channel Banks - - X
Line Charges - - X
Access Flow-through - - X
Nonrecurring Charges - - X
Taxes - - X
PRODUCTS:
Dial I WATS X X -
FONCARD
Surcharge X - -
Usage X X -
FONLINE 800 X - -
Ultra WATS'r' X X -
Ultra 800 X - -
* All countries
** Eligible Countries listed in Paragraph 2.B. of this Exhibit
-5-
6. It is understood and agreed that the Ultra WATS and Ultra 800 products
provided for in Exhibit B herein shall not be eligible for the special Customer
Appreciation Promotion provided for in that certain Sprint Customer Appreciation
Program - Letter Agreement entered into by and between Sprint and Reseller on
March 4, 1993.
7. All other terms and conditions of the Agreement and the Amendment shall
remain in full force and effect.
EXECUTED effective the date first above written.
EXECUTONE INFORMATION SPRINT COMMUNICATIONS
SYSTEMS, INC. COMPANY L.P.
By: _________________________________ By: ______________________________
Name: _______________________________ Name: Daniel L. Pearce
Title: ______________________________ Title: Vice President & Gen. Mgr.DBG
Date: _______________________________ Date: _______________________________
-6-