1
EXHIBIT 10.33
WORLDCOM NETWORK SERVICES, INC.
D/B/A WORLDCOM
CARRIER
DIGITAL SERVICES AGREEMENT
THIS DIGITAL SERVICES AGREEMENT (THE "AGREEMENT") is entered into on
the 21st day of January, 1999, by and between WORLDCOM NETWORK SERVICES, INC.,
a Delaware corporation ("WORLDCOM"), and Maxxis Communications, a Georgia
corporation ("Customer"), for the provision of the dedicated digital
telecommunications interexchange, local access and ancillary services described
in Service Orders accepted by WorldCom 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 Service Orders 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 WorldCom, then, if required by law,
such statute, rule, order or tariff shall control.
2. SERVICE ORDERS: Service requested by Customer hereunder shall be
requested on (I) Digital Service Description forms in effect from time to time
or Customer's forms accepted in writing by an Authorized Headquarters
Representative of WorldCom as hereinafter provided, or (II) through the
WorldCom Electronic Order Processing system whereby Customer receives written
confirmation from WorldCom of the Service it has requested (hereinafter
collectively referred to as ("SERVICE ORDERS"). Each Service Order 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
cities, Requested Service Date, Service Commitment Period, charges and other
information necessary for WorldCom to provide the Service to Customer. Any
other terms and conditions that are typed, printed or otherwise included in any
Service Order shall be deemed to be solely for the convenience of the parties.
No action by WorldCom (including, without limitation, provision of Service to
Customer pursuant to such Service Order) shall be construed as binding or
estopping WorldCom with respect to such term or condition, unless the Service
Order containing said specific term or condition has been signed by an
Authorized Headquarters Representative of WorldCom.
1 of 9 CONFIDENTIAL
2
DSA#MXC-990121
3. EFFECTIVE DATE AND APPLICATION OF THIS AGREEMENT: This Agreement
shall be effective between the parties as of the date first written hereon.
This Agreement shall apply exclusively to Service provided to Customer pursuant
to Service Orders identified with this Agreement and accepted by WorldCom for
the Service Commitment Periods stated therein and any automatic extensions
thereof. WorldCom reserves the right not to accept a Service Order under this
Agreement at any time.
4. SERVICE COMMITMENT PERIOD, START OF SERVICE AND AUTOMATIC
EXTENSION: The Service Commitment Period for the Interexchange and Ancillary
Services subject to recurring charges and described in a Service Order shall
commence on the Requested Service Date or the date upon which the Service first
becomes available in conformity with the Technical Standards, whichever is
later ("START OF SERVICE"). Upon expiration, each Service Commitment Period
shall automatically be extended to a date specified in a written notice of
termination by either Customer or WorldCom not less than ninety (90) days after
delivery of said notice to the other party. The charges for Interexchange
Service during any such extension shall be the then-current WorldCom published
month-to-month charges not to exceed one hundred and twenty-five percent (125%)
of the Interexchange Service charges applicable to such Service upon the
expiration of the Service Commitment Period.
5. SERVICE TO BE PROVIDED: WorldCom will provide Customer with (I)
the installation and operation of dedicated digital telecommunications
interexchange service over transmission facilities provided by WorldCom or
third parties between WorldCom-designated termination points in cities served
by WorldCom (hereinafter "INTEREXCHANGE SERVICE"), and Ancillary Services (as
hereinafter defined). WorldCom will provide agency service for Customer in
provisioning Customer's Local Access (as hereinafter defined) all as may be
requested by Customer and accepted by WorldCom in accordance with the terms
hereof (Interexchange Service, Ancillary Service and agency for Customer's
Local Access shall be collectively referred to herein as the "SERVICE").
WorldCom's liability for delays in installation, testing and operation of
Interexchange Service, Local Access and Ancillary Services is limited in
Section 13 of this Agreement.
6. LOCAL ACCESS AND ANCILLARY SERVICES: (A) WorldCom may, at its
sole option and when reasonable under the circumstances, upon Customer's
request, act as Agent for Customer with responsibility for provisioning and the
initial testing of an interconnection (reasonably coordinated with Start of
Service) between selected Interexchange Service and a Customer designated
termination point and/or service (e.g., Feature Group Service) ("LOCAL
ACCESS"). Charges to Customer for Local Access Service administered on behalf
of Customer by WorldCom shall not exceed charges Customer would other-wise pay
the same local access provider for the relevant interconnection and/or service.
(B) WorldCom may also provide other services to Customer including but not
limited to: (i) multiplexing/demultiplexing service ("MUXING"), (ii) digital
cross-connect service ("DCS"), or (iii) extraordinary service for reasons
including but not limited to: (A) Customer's request to expedite Service
availability to a date earlier than WorldCom's published installation interval
2 of 9 CONFIDENTIAL
3
DSA#MXC-990121
or a previously accepted Requested Service Date; (B) Service redesign or other
activity occasioned by receipt of inaccurate information from Customer; (C)
reinstallation charges following any suspension of the Service for cause by
WorldCom; (D) Customer's request for use of routes or facilities other than
those selected by WorldCom for provision of the Service; and (E) other
circumstances in which extraordinary costs and expenses are generated by
Customer and reasonably incurred by WorldCom (services under this Subsection
(13) are collectively referred to herein as "ANCILLARY SERVICES"). Recurring
and non-recurring, charges to Customer for Local Access (including WorldCom's
Local Access Coordination Fee) and Ancillary Services shall be established as
of WorldCom's acceptance of the Service Order relevant thereto. RECURRING
CHARGES FOR LOCAL ACCESS BILLING ADMINISTERED BY WORLDCOM AND CHARGED TO
CUSTOMER SHALL BE SUBJECT TO ADJUSTMENT AT SUCH TIMES AS WORLDCOM SHALL
DETERMINE, NOT TO EXCEED THE PREVAILING CHARGES OF SUCH LOCAL ACCESS PROVIDERS
AS WOULD OTHERWISE BE PAID DIRECTLY BY CUSTOMER FOR THE RELEVANT
INTERCONNECTION OR SERVICE.
7. CUSTOMER RESPONSIBILITIES: Customer has sole responsibility for
installation, testing and operation of facilities, services and equipment other
than that specifically provided by WorldCom as part of the Service described in
a Service Order ("CUSTOMER FACILITIES"). In no event will the untimely
installation or non-operation of Customer Facilities (including Local Access
when Customer is responsible therefor and customer premise equipment) relieve
Customer of its obligation to pay charges for the Service as of Start of
Service.
8. ADDITIONAL CHARGES: Customer acknowledges and understands that
all charges stated in Service Order are computed by WorldCom exclusive of any
applicable federal, state or local use, excise, gross receipts, sales and
privilege taxes, duties, fees or similar liabilities (other than general income
or property taxes), whether charged to or against WorldCom or Customer for the
Service provided to Customer ("ADDITIONAL CHARGES"), and that such Additional
Charges shall be paid by Customer in addition to all other charges provided for
herein.
9. PAYMENT OF CHARGES: Payment for all pro-rated monthly recurring
charges (charges for monthly Service provided for less than a calendar month),
installation and other non-recurring charges shall be due on the first day of
the month following the month in which the Service was provided. Payment for
all monthly recurring charges for full months during which the Service is to be
provided following Start of Service shall be due in advance on the first day of
that month. WorldCom's invoice to Customer will be computed each calendar month
in advance of the due date for charges as provided above and as of a billing
cut-off date determined by WorldCom, which shall not be earlier than the fifth
(5th) day or later than the fifteenth (15th) day of the month in which such
computation is made ("WORLDCOM BILLING CUT-OFF DATE"). The invoice date shall
not be determinative of the billing cut-off date used by WorldCom in the
preparation of any particular invoice. Customer agrees to remit payment to
WorldCom at the remittance address indicated on WorldCom
3 of 9 CONFIDENTIAL
4
DSA#MXC-990121
invoices to Customer. In the event Customer fails to pay WorldCom's invoice in
full or remit payment to the proper address on or before thirty (30) days after
the due date, Customer shall also pay a late fee in the amount of the lesser of
one and one-half percent (1 1/2%) of the unpaid balance per month or the
maximum lawful rate under applicable state law. Notwithstanding the foregoing,
late fees shall apply to, but shall not be due and payable for, amounts
reasonably disputed by Customer for a period of ninety (90) days following the
due date therefor, provided: (I) Customer notifies WorldCom of the basis for
such dispute in writing on or before thirty (30) days after the due date; and
(II) negotiates in good faith with WorldCom for the purpose of resolving such
dispute within said ninety (90) day period. In the event, such dispute is
resolved in favor of WorldCom, Customer will pay to WorldCom the once disputed
amounts together with the applicable late fees within ten (10) business days of
the resolution. In the event such dispute is resolved in favor of Customer,
Customer will receive a credit for the amounts determined not to be owed
together with a credit for the applicable late fees. In the event the dispute
cannot be resolved within such ninety (90) day period, all disputed amounts
together with late fees shall become due and payable, and this provision shall
not be construed as preventing Customer from pursuing any available legal
remedies.
10. SUSPENSION OF SERVICE: In the event payment in full is not
received from Customer on or before thirty (30) days following the due date
with respect to undisputed amounts or on or before ninety (90) days following
the due date with respect to amounts reasonably disputed in accordance with the
prescriptions of Section 9, WorldCom shall have the right after giving Customer
ten (10) days notice and opportunity to cure to suspend all or any portion of
the Service to Customer, or upon subsequent notice, all or any additional
portions of the Service to Customer; and, in either event, until such time as
Customer has paid in full all charges then due, including any late fees as
specified herein. Following such payment, WorldCom shall be required to
reinstitute Service to Customer only upon the provision by Customer to WorldCom
of satisfactory assurance (such as a deposit) of Customer's ability to pay for
Service and Customer's advance payment of the cost of reinstituting Service. If
Customer fails to make such payment by a date determined by and acceptable to
WorldCom, Customer will be deemed to have canceled the Service suspended
effective the date of such suspension. Further, if at anytime there is a
material adverse change in Customer's creditworthiness, then in addition to any
other remedies available to WorldCom, WorldCom may elect, in its sole
discretion, to exercise one or more of the following remedies: (I) cause Start
of Service for Service described in a previously executed Service Order to be
withheld; (II) cease providing Service pursuant to a Suspension Notice; (III)
decline to accept a Service Order or other requests from Customer to provide
Service which WorldCom may otherwise be obligated to accept; and/or (IV)
condition its provision of Service or acceptance of a Service Order on
Customer's assurance of payment which shall be a deposit or such other means to
establish reasonable assurance of payment. An adverse material change in
Customer's creditworthiness shall include, but not be limited to: (A)
Customer's default of its obligations to WorldCom under this or any other
agreement with WorldCom; (B) failure of Customer to make full payment of
charges due hereunder on or before the Due Date on three (3) or more occasions
during any period of twelve (12) or fewer months or Customer's failure
4 of 9 CONFIDENTIAL
5
DSA#MXC-990121
to make such payment on or before the Due Date in any two (2) consecutive
months; (C) acquisition of Customer (whether in whole or by majority or
controlling interest) by an entity which is insolvent, which is subject to
bankruptcy or insolvency proceedings, which owes past due amounts to WorldCom
or any entity affiliated with WorldCom or which is a materially greater credit
risk than Customer; or (D) Customer's being subject to or having filed for
bankruptcy or insolvency proceedings or the legal insolvency of Customer.
11. CANCELLATION: (A) After a Service Order is accepted by WorldCom,
Customer may cancel all or a portion of the Service described therein if
Customer provides written notification thereof to WorldCom thirty (30) days in
advance of the effective date of cancellation. In such case, Customer shall pay
to WorldCom all charges for Service provided through the effective date of such
cancellation plus a cancellation charge determined as follows: (I) if the
Service Commitment Period for the canceled Interexchange Service is one (1)
year or less, then the cancellation charge shall be an amount equal to the
balance of the monthly Interexchange Service charges (then in effect at the
time of cancellation) for such canceled Interexchange Service that otherwise
would have become due for the unexpired balance of the Service Commitment
Period (but in no event less than zero); (II) if the Service Commitment Period
for the canceled Interexchange Service is longer than one (1) year and such
cancellation becomes effective prior to completion of the first year of the
Service Commitment Period, then the cancellation charge shall be an amount
equal to the balance of the monthly Interexchange Service charges (then in
effect at the time of cancellation) for such canceled Interexchange Service
that otherwise would have become due for the unexpired portion of first year of
the Service Commitment Period plus twenty percent (20%) of the balance of such
monthly Interexchange Service charges for the remainder of the Service
Commitment Period beyond the first year; and, (III) if the Service Commitment
Period for the canceled Interexchange Service is longer than one (1) year and
such cancellation becomes effective after completion of the first year of the
Service Commitment Period, then the cancellation charge shall be an amount
equal to twenty percent (20%) of the balance of the monthly Interexchange
Service charges (then in effect at the time of cancellation) for such canceled
Interexchange Service that otherwise would have become due for the unexpired
portion of the Service Commitment Period. It is agreed that WorldCom's damages
in the event Service is canceled shall be difficult or impossible to ascertain.
The provisions provided for in this Section 11(A) are intended, therefore, to
establish liquidated damages in the event of cancellation and are not intended
as a penalty. (B) In the event of any cancellation described in Section 11(A),
Customer shall also pay WorldCom an amount equal to any termination charges,
expenses, fees or penalties incurred by WorldCom due to cancellation of Local
Access plus any other reasonable costs, expenses or additional charges incurred
in accordance with Sections 6 and 8. (C) The foregoing to the contrary
notwithstanding, and upon thirty (30) days prior written notice, either
Customer or WorldCom shall have the right, without cancellation charge or other
liability, to cancel an affected portion of the Service, if any material rate
or term contained herein and relevant to the affected Service is substantially
changed by order of the highest court of competent jurisdiction to which the
matter is appealed, the Federal Communications Commission, or other local,
state or federal government authority.
5 of 9 CONFIDENTIAL
6
DSA#MXC-990121
12. FORCE MAJEURE: If WorldCom's performance of this Agreement or
any obligation hereunder is prevented, restricted or interfered with by causes
beyond their reasonable control including but not limited to acts of God, fire,
explosion, vandalism, cable cut, storm or other similar occurrence, any law,
order, regulation, direction, action or request of the United States government
or state or local governments, or of any department, agency, commission, court,
bureau, corporation or other instrumentality of any one or more said
governments, or of any civil or military authority, or by national emergencies,
insurrections, riots, wars, strikes, lockouts or work stoppages or other labor
difficulties, supplier failures, shortages, breaches or delays, then WorldCom
shall be excused from such performance on a day-to-day basis to the extent of
such prevention, restriction or interference. WorldCom shall use reasonable
efforts under the circumstances to avoid or remove such causes of
non-performance and shall proceed to perform with reasonable dispatch whenever
such causes are removed or cease. If such failure of performance shall be for
thirty (30) days or less, then the Service affected thereby shall continue
as-is but, upon receipt of a Customer request directed to Customer's designated
Customer Service Representative, a pro rata credit of the charges for the
affected Service shall be made; if for more than thirty (30) days, then said
pro rata credit shall continue, and the affected Service may be canceled by
either Customer or WorldCom on thirty (30) days notice without liability other
than Customer's liability for payment for Service provided prior to
cancellation.
13. SERVICE WARRANTY; GENERAL LIMITATION OF LIABILITY; INDEMNITY: (A)
WorldCom warrants that the Service will be provided to Customer in accordance
with prevailing telecommunications industry standards (hereinafter "TECHNICAL
STANDARDS"). WorldCom will use reasonable efforts under the circumstances to
remedy any delays, interruptions, omissions, mistakes, accidents or errors in
the Service (hereinafter "DEFECT" or "DEFECTS") and restore the Service in
accordance with the Technical Standards. Following Start of Service, if
Customer reports a Defect to WorldCom at WorldCom's Maintenance Control Center
and WorldCom is unable to restore the Service as warranted within one-half hour
of such report, Customer shall, upon request directed to Customer's designated
Customer Service Representative, receive a credit at the rate of 1/1440 of the
monthly charges applicable to the affected Service for each half hour or major
fraction thereof in excess of the first half hour that the affected Service
fails to conform to the Technical Standards. If a portion of the Service fails
to conform to the Technical Standards at any time and over a period of thirty
(30) days after written notice thereof by Customer to WorldCom, Customer may
terminate the affected portion of the Service without a cancellation charge.
Customer's credit and termination rights shall not apply, however, in the event
any Defect is caused or contributed to, directly or indirectly, by any act or
omission of Customer or its customers, affiliates, agents, representatives,
invitees or licensees.
THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES OR REMEDIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IN THE EVENT OF ANY DEFECT IN THE SERVICE WHATSOEVER,
NEITHER
6 of 9 CONFIDENTIAL
7
DSA#MXC-990121
WORLDCOM OR ANY THIRD PARTY PROVIDER OR OPERATOR OF FACILITIES EMPLOYED IN THE
PROVISION OF THE SERVICE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, SPECIAL, ACTUAL, PUNITIVE OR ANY OTHER DAMAGES, OR FOR ANY LOST
PROFITS OF ANY KIND OR NATURE WHATSOEVER.
(B) In the event parties other than Customer shall have use of the Service
through Customer, then Customer agrees to forever indemnify and hold WorldCom
and any third party provider or operator of facilities employed in provision of
the Service harmless from and against any and all claim, demands, suits,
actions, losses, damages, assessments or payments which may be asserted by said
parties, arising out of or relating to any Defect in the Service.
14. INTERSTATE INTEREXCHANGE SERVICE: Customer may use any
Interexchange Service provided under this Agreement only if such Interexchange
Service is used for carrying interstate telecommunications (i.e.,
telecommunications subject to the jurisdiction of the Federal Communications
Commission). WorldCom shall only be obligated to provide the Interexchange
Service described in a Service Order (which has been accepted by WorldCom) when
Customer's interstate use of the Interexchange Service is greater than ten
percent (10%) of the total traffic on special access lines comprising Local
Access associated with the Interexchange Service. WorldCom shall not be
obligated to make available Interexchange Service on a circuit with end points
within a single state or service on a circuit which originates/terminates at
points both of which are situated within a single state unless Customer
represents in writing that such Interexchange Service or circuits shall be used
to carry interstate telecommunications, or the state in question permits the
Interexchange service to be provided. If it is determined at any time that such
Interexchange Service or circuit is subject to state regulation, WorldCom may
(i) provide the Interexchange Service or circuit pursuant to applicable state
laws, regulations and tariffs, (ii) assign the Interexchange Service or circuit
to an affiliated company to be provided in accordance with such affiliated
company's tariff, or (iii) discontinue provision of the affected Interexchange
Service or circuit.
15. NOTICES: Notices under this Agreement shall be in writing and
delivered to the person identified as the "PARTY TO RECEIVE NOTICES" at the
Full Business Addresses of the parties as they appear herein or as otherwise
provided for by proper notice hereunder and the effective date for any notice
under this Agreement shall be the date of delivery of such notice, not the date
of mailing.
16. USE OF SERVICE: Upon WorldCom's acceptance of a Service Order
hereunder, WorldCom will provide the Service specified therein to Customer upon
condition that the Service shall not be used for any unlawful purpose. The
provision of Service will not create a partnership or joint venture between the
parties or result in a joint communications service offering to any third
parties, and WorldCom and Customer agree that this Agreement, to the extent it
is subject to FCC regulation, is an inter-carrier agreement which is not
subject to the filing requirements of Section 21l(a) of the Communications Act
of 1934 (47 U.S.C. ss. 211(a)) as implemented in 47 C.F.R. ss. 43.501.
7 of 9 CONFIDENTIAL
8
DSA#MXC-990121
17. PROPRIETARY INFORMATION: Customer understands and agrees that
the terms and conditions of this Agreement and all documents referenced herein
(including without limitation, invoices to Customer for Service provided
hereunder), communications between the parties regarding this Agreement or the
Service to be provided hereunder (including price quotes to Customer for any
Service proposed to be provided or actually provided hereunder), as well as
such information and price quotes relevant to any other agreement between the
parties are confidential as between Customer and WorldCom and shall not be
disclosed by Customer to any party other than the directors, officers and
employees of Customer or agents of Customer who have specifically agreed to
nondisclosure of the terms and conditions hereof. Violation by Customer or its
agents of the foregoing provision shall entitle WorldCom, at its option, to
cause discontinuation of the Service to Customer without further obligation or
liability of WorldCom to Customer. Customer further agrees that any Customer
generated press release, advertisement or publication regarding this Agreement,
the Service provided hereunder or in which WorldCom is to be mentioned, will be
submitted to WorldCom for its written approval prior to publication.
18. GENERAL PROVISIONS: (A) Customer will execute such other
documents, provide such information and affirmatively cooperate with WorldCom,
all as may be reasonably required by WorldCom and relevant to providing the
Service. In particular, Customer accepts the responsibility for providing
WorldCom with special access surcharge exemption forms as may be required by
local exchange telephone companies. (B) The failure of either Customer or
WorldCom to give notice of default or to enforce or insist upon compliance with
any of the terms or conditions of this Agreement shall not constitute the
permanent waiver of any term or condition of this Agreement. (C) The provision
of the Service will not create a partnership or joint venture between the
parties or result in a joint communications service offering to third parties.
(D) In the event suit is brought or an attorney is retained by WorldCom to
enforce the terms of this Agreement or to collect any moneys due hereunder or
to collect money damages for breach hereof, it shall be entitled to recover, in
addition to any other remedy, reimbursement for reasonable attorneys' fees,
court costs, costs of investigation and other related expenses incurred in
connection therewith. (E) No subsequent agreement concerning the Service or
modification to this Agreement shall be binding upon the parties unless it is
made in writing by an authorized representative of Customer and Authorized
Headquarters Representative of WorldCom Services. (F) This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors or assigns, provided, however, that Customer shall not
assign or transfer its rights or obligations under this Agreement without the
prior written consent of WorldCom, which consent shall not be unreasonably
withheld, and further provided that any assignment or transfer without such
consent shall entitle WorldCom to terminate the Service provided hereunder at
its option upon ten (10) days prior written notice. (G) This Agreement shall be
construed under the laws of the State of Oklahoma without regard to choice of
law principles. (H) If any part of any provision of this Agreement shall be
invalid or unenforceable under applicable law, said part shall be ineffective
to the extent of such invalidity only, without in any way affecting the
remaining parts of said provision or the remaining provisions of this
Agreement, and the Customer and WorldCom Services hereby agree to negotiate
with respect
8 of 9 CONFIDENTIAL
9
DSA#MXC-990121
to any such invalid or unenforceable part to the extent necessary to render
such part valid and enforceable. (I) The terms and provisions contained in this
Agreement that by their sense and context are intended to survive the
performance thereof by the parties hereto shall survive the completion of
performance and termination of this Agreement, including, without limitation,
the making of any and all payments due hereunder. (J) Descriptive headings in
this Agreement are for convenience only and shall not affect the construction
of 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.
WORLDCOM NETWORK SERVICES,
INC.
By:/s/ Greg Frikor By:/s/ Thomas O. Cordy
--------------------------------- -------------------------------
(Signature) (Signature)
Greg Frikor Thomas O. Cordy
- ------------------------------------ ----------------------------------
(Print Name) (Print Name)
Regional Sales Director President/CEO
- ------------------------------------ ----------------------------------
(Title) (Title)
Full Business Address: Full Business Address:
WorldCom, Inc. Maxxis Communications
One Williams Center, Suite 2800 1901 Montreal Road
Tulsa, Oklahoma 74172 Tucker, GA. 30084
Attn: Contract Administration Attn:Pat Lentz
(Party to Receive Notices) (Party to Receive Notices)
Tel. No. 918-588-3210 Tel. No. 770/696-6343
Fax No. 770/552-8471
9 of 9 CONFIDENTIAL