Exhibit 10.60
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***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[_____]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
FIRST AMENDMENT TO
MCI CARRIER AGREEMENT
THIS FIRST AMENDMENT IS MADE AS OF THIS 20TH DAY OF MARCH, 1996, BETWEEN MCI
TELECOMMUNICATIONS CORPORATION ("MCI") AND ASSOCIATED COMMUNICATIONS COMPANIES
OF AMERICA ("ACCA").
WHEREAS, ACCA AND MCI ENTERED INTO AN MCI CARRIER AGREEMENT, SIGNED BY MCI ON
NOVEMBER 9,1995 (THE "AGREEMENT");
WHEREAS, ACCA AND MCI DESIRE TO ENTER INTO THIS FIRST AMENDMENT FOR THE PURPOSE
OF AMENDING THE AGREEMENT, IN ORDER TO ENABLE DELTACOM, INCORPORATED
("DELTACOM") TO RESELL MCI SERVICES TO ITC HOLDING COMPANY ("ITC") AT THE SAME
RATES PROVIDED TO ACCA'S MEMBERS UNDER THE AGREEMENT;
WHEREAS, IN CONSIDERATION FOR EXECUTION OF THIS FIRST AMENDMENT, DELTACOM SHALL
AGREE WITH MCI PURSUANT TO AN ADDENDUM TO CARRIER AGREEMENT, AMONG MCI,
DELTACOM, ITC AND ACCA (THE "DELTACOM ADDENDUM"), THAT DELTACOM WILL PURCHASE AN
ADDITIONAL AMOUNT OF MCI SERVICES ("DELTACOM ADDITIONAL USAGE") IN THE AMOUNT OF
AT LEAST [_______________________________________] DURING EACH MONTH OF THE
SERVICE TERM OF THE AGREEMENT;
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED, ACCA AND MCI AGREE AS FOLLOWS;
1. PARAGRAPH 2(a) OF THE AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING AT THE END OF SUCH PARAGRAPH:
"Monthly Usage, for purposes of this Agreement, shall not include
Additional DeltaCom Usage (as defined in the Addendum identified below,
"Additional DeltaCom Usage"), purchased by DeltaCom Incorporated
("DeltaCom") for resale to ITC Holding Company ("ITC") pursuant to the
Addendum to MCI Carrier Agreement by and among MCI, DeltaCom and ITC
(the "Addendum"), signed by MCI on March 20, 1996."
2. PARAGRAPH 10(b) OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE LAST
SENTENCE OF SUCH PARAGRAPH AND REPLACING IT WITH THE FOLLOWING:
"When referenced in this Paragraph 10, actual monthly usage billing shall
exclude Additional DeltaCom Usage and MCI services where no rates are
listed in this Agreement for the MCI service and where Members pay standard
tariffed rates after application of tariffed discounts."
3. PARAGRAPH 12(c) OF THE AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING SENTENCE TO THE END OF SUCH PARAGRAPH:
MCI CONFIDENTIAL
"Additional DeltaCom Usage shall be eligible to receive the additional [___
__________________________] discount provided under Paragraph 12(b) above."
4. ACCA HEREBY REPRESENTS AND WARRANTS TO MCI THAT EXECUTION AND DELIVERY
OF THIS FIRST AMENDMENT IS FULLY WITHIN THE CORPORATE POWERS OF ACCA AND THAT
THE UNDERSIGNED OFFICER OF ACCA IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON
BEHALF OF ACCA AND ITS MEMBERS.
5. ACCA HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS MCI AGAINST
ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES
AND EXPENSES) RESULTING FROM CLAIMS, SUITS OR OTHER ACTIONS MADE BY ANY MEMBER
OF ACCA PURSUANT TO OR IN CONNECTION WITH THIS FIRST AMENDMENT OR CHALLENGING
THE VALIDITY HEREOF,
6. THE TERMS OF THIS FIRST AMENDMENT WILL BECOME EFFECTIVE, UPON
EXECUTION AND DELIVERY BY ALL PARTIES' HERETO, AS FEBRUARY 1,1996.
7. EXCEPT AS EXPRESSLY PROVIDED IN THIS FIRST AMENDMENT, ALL OF THE TERMS
AND CONDITIONS CONTAINED IN THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
8. THIS FIRST AMENDMENT, TOGETHER WITH THE AGREEMENT, IS THE COMPLETE
AGREEMENT OF THE PARTIES AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND
REPRESENTATIONS CONCERNING ITS SUBJECT MATTER.
9. THIS OFFER WILL REMAIN OPEN AND BE CAPABLE OF BEING ACCEPTED BY ACCA
UNTIL MARCH 10, 1996. ANY AND ALL PRIOR OFFERS MADE TO ACCA, WHETHER WRITTEN OR
ORAL, SHALL BE SUPERSEDED BY THIS OFFER. ANY FURTHER AMENDMENTS MUST BE IN
WRITING AND SIGNED BY BOTH PARTIES.
MCI TELECOMMUNICATIONS ASSOCIATED COMMUNICATIONS
CORPORATION COMPANIES OF AMERICA (ACCA)
/S/ Xxx Xxxxxxxxx /S/ Xxxx Xxxxxxx
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AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
Xxx Xxxxxxxxx, Director Xxxx Xxxxxxx Vice President
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PRINT NAME AND TITLE PRINT NAME AND TITLE
3/20/96 2/28/96
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DATE DATE
MCI CONFIDENTIAL
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