EXHIBIT 10.48
***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.***
MASTER SERVICE AGREEMENT BETWEEN
INTERSTATE FIBERNET
AND
MCI TELECOMMUNICATIONS CORPORATION
TABLE CONTENTS
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ARTICLE TITLE PAGE
------- ----- ----
RECITALS ............................................................ 1
1. DEFINITIONS................................................. 1
2. COMMENCEMENT................................................ 3
3. INITIAL TERM AND EXTENSION; APPLICABILITY OF AGREEMENT TO
EXISTING CAPACITY........................................... 3
4. ACCEPTANCE TESTING.......................................... 4
5. PAYMENT..................................................... 6
6. ADDITIONAL CHARGES.......................................... 7
7. INTERRUPTION/CREDITS........................................ 7
8. SYSTEM MAINTENANCE.......................................... 9
9. INDEMNIFICATION............................................. 9
10. DEFAULT/TERMINATION.........................................10
11. CANCELLATION................................................10
12. INTERCONNECTION.............................................11
13. LAWS AND LICENSES...........................................11
14. NOTICE......................................................12
15. ASSIGNMENT..................................................12
16. GOVERNING LAW...............................................13
17. FORCE MAJEURE...............................................13
18. ENTIRE AGREEMENT; MODIFICATION..............................13
19. CONSENTS....................................................14
20. PROVISION CONFLICTS.........................................14
21. WAIVER......................................................14
22. CONFIDENTIALITY OF AGREEMENT................................14
23. DISPUTE RESOLUTION..........................................14
24. THIRD PARTY PROVIDERS.......................................15
EXHIBITS
A. SERVICE ORDER FORM
A-1. SERVICE ACCEPTANCE FORM
B. TECHNICAL SPECIFICATIONS
C. TROUBLE REPORTING NUMBERS
D. PRICING SCHEDULE
E. EXISTING CAPACITY
F. NETWORK MAP
MASTER SERVICE AGREEMENT
------------------------
This MASTER SERVICE AGREEMENT for telecommunications service (the
"AGREEMENT") is made as of the date of last execution below and is entered into
by and between INTERSTATE FIBERNET, a Georgia general partnership whose
principal place of business is located at 000 Xxxx Xxxxx Xxxxxx, Xxxx Xxxxx, XX
00000, (hereinafter "LESSOR"), and MCI TELECOMMUNICATIONS CORPORATION a Delaware
corporation, whose principal place of business is located at 0000 Xxxxxxxxxxxx
Xxxxxx, XX, Xxxxxxxxxx, XX 00000 (hereinafter "MCI")
RECITALS:
A. LESSOR owns and/or operates a fiber optic and/or a digital microwave
telecommunications system (as applicable, the "SYSTEM") and is in the business
of providing dedicated digital telecommunications service on the System.
B. MCI is a common carrier of communications with Federal Communications
Commission authorizations.
X. XXXXXX desires to lease, on its own behalf or as agent on behalf of
other underlying providers of service (a "THIRD PARTY PROVIDER"), XX- 0, XX-0 or
OC-N telecommunications capacity on the System to MCI, and MCI desires to lease
such telecommunications capacity on the System froM LESSOR.
D. The applicable lease terms for MCI's utilization of the System along
the routes specified shall be set forth in Service Orders in the form attached
hereto as Exhibit A, as may be amended from time to time.
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E. The parties desire to incorporate by reference all existing and future
Service (as hereinafter defined) into this Agreement and to subject such Service
to the terms of this Agreement, it being the express intention of the parties
that this Agreement shall supersede and replace in its entirety that certain
Master Service Agreement between MCI and LESSOR, dated as of March 6, 1992 (the
"ORIGINAL AGREEMENT").
NOW, THEREFORE, in consideration of the recitals and covenants contained
herein, the parties agree as follows:
1. DEFINITIONS. The terms used in this Agreement shall have their normal
or common meanings, except that the following terms shall have the
following meanings for the purpose of this Agreement:
(a) AGREEMENT shall mean this Master Service Agreement.
(b) ACCEPTANCE CURE PERIOD shall have the meaning set forth in
Article 4, paragraph (d).
(c) CANCELLATION DATE shall have the meaning set forth in Article 11,
paragraph (a).
(d) COMMENCEMENT DATE shall have the meaning set forth in Article 2,
paragraph (b).
(e) CURE PERIOD shall have the meaning set forth in Article 10.
(f) EFFECTIVE DATE shall have the meaning set forth in Article 2,
paragraph (a).
(g) EXISTING CAPACITY shall have the meaning set forth in this
Article 1, paragraph (n).
(h) INDEMNIFYING PARTY shall have the meaning set forth in Article 9.
(i) INITIAL TERM shall have the meaning set forth in Article 3,
paragraph (a).
(j) INTERRUPTION/INTERRUPTED shall mean a Non-Catastrophic
Interruption on any portion of the System.
(k) NON-CATASTROPHIC INTERRUPTION shall be defined as an interruption
or degradation in Service that violates the standards set forth
in the attached Exhibit B, which interruption or degradation is
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not a force majeure event (as defined herein).
(l) NOTICE OF DEFAULT shall have the meaning set forth in Article 10.
(m) ORIGINAL AGREEMENT shall have the meaning set forth in the
Recitals.
(n) SERVICE shall mean, as applicable, XX- 0, XX-0 or OC-N capacity
leased by MCI on the System. The term "SERVICE" shall include all
such capacity leased after the date hereof, as well as (i) any
and all capacity currently leased from LESSOR by MCI pursuant to
the Original Agreement, and (ii) any and all capacity currently
leased from LESSOR by MCI pursuant to a service order or other
arrangement that is unrelated to the Original Agreement
(collectively "EXISTING CAPACITY"). A list of all such Existing
Capacity being made subject to this Agreement is attached hereto
as Exhibit E and incorporated herein by reference.
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(o) SERVICE CANCELLATION NOTICE shall have the meaning set forth in
Article 11, paragraph (a).
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(p) SERVICE ORDER shall mean a written request for Service, such
request being delivered by MCI to LESSOR in the form attached
hereto as Exhibit A. Such Service Order(s) shall be executed by
---------
MCI and by LESSOR, for itself or as agent for a Third Party
Provider, as appropriate. Notwithstanding the foregoing, all
orders for Existing Capacity shall be deemed to have been placed
via Service Orders, regardless of the actual form of such orders.
(q) TECHNICAL SPECIFICATION shall mean the operating and technical
specification requirements applicable to the provision of XX-0,
XX-0 and OC-N Service under the terms of this Agreement, which
are set forth in the attached Exhibit B.
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(r) THIRD PARTY PROVIDER shall have the meaning set forth in the
Recitals.
2. COMMENCEMENT.
(a) This Agreement shall become effective on the date on which it has
been executed by both LESSOR and MCI (the "EFFECTIVE DATE").
(b) A date for commencement of Service shall be requested by MCI in
each Service Order. The actual date of commencement of Service
(the "COMMENCEMENT DATE") shall be the date of Service acceptance
by MCI, as indicated on the Service Acceptance Form in the form
attached hereto as Exhibit A-1. unless such date is delayed
pursuant to paragraph (c) below.
(c) A Service Order Commencement Date may be delayed by either party
one (1) time without penalty for a period of not more than
fifteen (15) days, upon not less than three (3) calendar days'
prior written notice being provided to the other party. In the
case of notice to MCI, a copy of such notice shall simultaneously
be sent by LESSOR to the person placing the order as indicated on
the Service Order. The aforementioned delay may extend for not
more than forty-five (45) days in the event such period of time
is required in order to obtain an entrance facility or
interconnection from a third party. In the event the Commencement
Date does not occur within the time periods set forth in this
paragraph (c), the non-delaying party shall have the option, in
its sole discretion, to cancel the affected Service Order,
without penalty or liability thereunder. upon written notice to
the other party.
3. INITIAL TERM AND EXTENSION; APPLICABILITY OF AGREEMENT TO EXISTING
CAPACITY
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(a) This Agreement shall have an initial term of five (5) years
beginning on the Effective Date (the "INITIAL TERM"). Thereafter,
this Agreement shall automatically renew on a month to month
basis unless terminated by either party upon written notice given
to the other party not less than thirty (30) days prior to the
termination date specified in such notice. If this Agreement is
so terminated, MCI shall be precluded from placing any further
Service Orders hereunder. However, it is the intention of the
parties that, notwithstanding any such termination, this
Agreement shall remain in full force and effect, and shall
continue to govern, with respect to any then-existing Service
Order for so long as such Service Order is in effect.
(b) Each Service Order shall set its own initial term or, if
applicable, any extension period thereof, which initial term
shall in no event be shorter than the applicable minimum term
specified in Section V of Exhibit D. For ease of administration,
---------
orders for different types of Service will be placed on separate
Service Orders (i.e., DS-ls and DS-3s will not be ordered on the
same Service Order). Absent a specified extension period, a
Service Order shall automatically continue in effect on a month-
to-month basis at the then existing monthly rate unless
terminated by either party upon written notice given to the other
party not less than thirty (30) days prior to the termination
date specified in such notice.
(c) This Agreement supersedes and replaces in its entirety the
Original Agreement. The provision of Existing Capacity by LESSOR
to MCI shall, as of the Effective Date hereof, be governed by the
terms and conditions of this Agreement.
4. ACCEPTANCE TESTING.
(a) LESSOR shall notify the appropriate MCI field coordination
contact by facsimile, electronic mail or telephone (at the
numbers specified on the applicable Service Order) that the
Service is ready for testing, the place where the test/retest
will take place and the date and time of testing or retesting of
the Service, which date and time shall be not less than two
business days after notification. LESSOR shall perform such
testing pursuant to the Technical Specifications which are
attached hereto as Exhibit B. Any testing or retesting and
---------
acceptance thereunder shall require completion of a Service
Acceptance Form in the form attached hereto as Exhibit A-I and
-----------
shall be performed in accordance with this Article 4, paragraph
(a). LESSOR shall deliver a completed copy of the Service
Acceptance Form and a copy of all test results to the MCI field
representative present at the testing or, if the MCI field
representative is not present, LESSOR shall deliver same by
overnight delivery service, facsimile or electronic mail to the
MCI field coordination contact identified in the Service Order.
4
(b) If the testing results meet the Technical Specifications and the
circuit conforms with the Service Order, the MCI field
representative shall verify Service acceptance by signing the
applicable Service Acceptance Form. In the event an MCI
representative was not present at the testing, MCI shall execute
the Service Acceptance Form and provide a copy to LESSOR within
ten (10) days after receipt of the completed form and test
results. If MCI believes that the test results do not meet the
Technical Specifications, the MCI field representative present at
the testing shall so notify LESSOR's representatives, or if no
MCI representative is present, MCI shall so notify LESSOR within
ten (10) days after receipt of the completed form and test
results, in either event specifying the inadequacy in the test
results. Notwithstanding anything to the contrary contained
herein, if MCI does not verify Service acceptance in writing (by
executing a Service Acceptance Form and providing a copy to
LESSOR) or notify LESSOR of its rejection of the test results
within said ten (10) day period, MCI shall be deemed to have
rejected the test results and billing shall not commence. In such
event, LESSOR shall notify MCI in writing that no Service
Acceptance Form or other notice was received and shall request
that MCI notify LESSOR as to the reasons for MCI's rejection of
the test results. if no such notification is received by LESSOR
within ten (10) days after receipt by MCI of LESSOR's notice,
MCI's approval, completion and delivery of the Service Acceptance
Form shall be deemed to have occurred, and the Commencement Date
indicated in such Service Acceptance Form for purposes of Article
2, paragraph (b) hereof shall be deemed to be the date which is
ten (10) days after receipt by MCI of LESSOR's notice.
(c) Service shall be available and billing shall commence on the
Commencement Date, except as delayed pursuant to Article 2,
paragraph (c) above. LESSOR shall attach a copy of the fully-
executed Service Acceptance Form to the first invoice for each
applicable Service Order. LESSOR shall also provide a copy of the
fully-executed Service Acceptance Form (by facsimile) to the MCI
representative placing the order for Service as indicated on each
Service Order.
(d) if LESSOR's test results fail to meet the applicable Technical
Specification or if MCI notifies LESSOR, in accordance with
Article 4, paragraph (b) above, that the test results fail to
meet the applicable Technical Specification, LESSOR shall
exercise reasonable diligence to cure all Service defects within
a maximum of ten (10) days ("ACCEPTANCE CURE PERIOD"). If, after
two (2) Service acceptance retests, LESSOR's Service does not
meet the applicable Technical Specification, MCI may either: (1)
cancel the respective Service Order without any further liability
to LESSOR under the Service Order; or (2) accept an amended
Technical Specification. If MCI elects to cancel such Service
Order, MCI shall provide written notice to LESSOR of such intent
to cancel and shall remove any traffic or test signal within ten
(10) days after the applicable Acceptance Cure Period. if MCI
elects to accept the amended Technical
5
Specification, the Technical Specification for that particular
Service shall be amended to reflect the actual test results for
such Service.
(e) If MCI does not place traffic or a test signal on the System at
the time of Service acceptance, LESSOR shall have the right,
after notifying MCI, to install on the System any device
necessary to prevent framing errors, false alarming, or other
transmission impairments resulting from the absence of MCI's
traffic. Placement of such a device shall not in any way affect
or delay billing as stated in each Service Order. All MCI circuit
interconnect, turn-up and/or traffic commencement after the
Commencement Date must be reported to LESSOR at least one (1)
business day prior to the loading of traffic onto the System. MCI
acknowledges that failure to report and arrange for late turn-up
prior to traffic loading will result in a lack of circuit
continuity.
5. PAYMENT.
(a) MCI agrees to pay LESSOR an aggregate monthly Service charge as
specified on the Service Order(s), subject to and commensurate
with the terms of Exhibit D. MCI's obligation to pay such monthly
---------
Service charge shall begin on the Commencement Date of the
applicable Service Order, which is the date of Service acceptance
as indicated on the Service Acceptance Form. LESSOR shall attach
a copy of the fully-executed Service Acceptance Form to the first
invoice for each applicable Service Order. MCI shall be invoiced
every thirty (30) days in advance of that particular month's
Service (e.g., January 1st invoice for month of January);
provided, however, that the first invoice shall cover the period
from the Commencement Date through the end of the next month
(e.g., April 16 through May 31). MCI shall pay LESSOR's invoice
within thirty (30) days of receipt (the "INVOICE DUE DATE"). Any
amount which is not paid in full by the invoice due date shall be
subject to a late payment charge (the "LATE PAYMENT CHARGE")
calculated from the invoice due date to the date LESSOR receives
MCI's regular invoice payment. The late payment charge shall be
calculated by multiplying any portion of the invoice which
remains' unpaid after the invoice due date by the prime interest
rate quoted by The Wall Street Journal on the invoice due date,
-----------------------
plus three percentage (3%) points, prorated monthly, on a thirty
(30) day basis (the "PENALTY RATE"). LESSOR shall invoice MCI for
the late payment charge on the next regular monthly invoice.
(b) Notwithstanding the provisions of Article 5, paragraph (a) above,
MCI shall have the right to reasonably dispute any invoice amount
that MCI believes is incorrect (the "DISPUTED AMOUNT"). In the
event of a Disputed Amount, MCI shall nevertheless pay to LESSOR,
within the time frame set forth herein, the undisputed amount, if
any, due and owing to LESSOR and provide to LESSOR, in writing'
the grounds upon which MCI is contesting the Disputed Amount. MCI
shall not be required to pay the Disputed Amount until such
6
dispute is resolved in accordance with Article 23. If the matter
is later resolved against MCI, MCI shall pay the Penalty Rate on
the applicable portion of the Disputed Amount from the first date
of dispute until the date of resolution, which in no event shall
exceed the conclusion of an Article 23 proceeding.
(c) Notwithstanding the provisions of Article 5, paragraph (a) above,
MCI shall not be responsible to pay any LESSOR charge not
invoiced to MCI within ninety (90) days after such LESSOR charge
originated. For purposes of this subparagraph (c), a recurring
monthly Service charge shall be deemed to originate on the first
day of the month (e.g., recurring charges for the month of
January shall be deemed to originate on January 1). By way of
example, MCI will not be obligated to pay a recurring monthly
Service charge for the month of January if that charge is not
invoiced to MCI on or before that date which is ninety (90) days
after January 1.
6. ADDITIONAL CHARGES.
(a) (i) MCI shall pay gross receipts, right-of-way, franchise, or
sales or use taxes, or other similar charges that are levied
upon LESSOR or legally required to be collected by LESSOR as
a direct result of LESSOR's provision of services to MCI
hereunder, but in no event shall MCI be obligated to pay
income taxes levied upon LESSOR's net income or any real or
personal property taxes assessed against. LESSOR or LESSOR's
property.
(ii) MCI shall have the right to protest or appeal any such tax
or charge assessed by any taxing authority, either directly
or indirectly, as well as present any applicable exemption
certificates.
(b) MCI shall not be obligated to pay any additional charges other
than those contemplated by this Agreement; provided, however, MCI
may pay direct verifiable one time charges (e.g., installation,
service, etc.) where such charges are negotiated, and appear upon
the face of a fully-executed Service Order. Where applicable and
approved, such charges shall appear in LESSOR's first invoice to
MCI.
7. INTERRUPTION/CREDITS. LESSOR represents and warrants that LESSOR will
provide and maintain the System during the term of this Agreement in
full compliance with the applicable technical Specification.
(a) MCI shall be entitled to a credit as set forth in paragraph (b)
of this Article 7 for periods in which the LESSOR falls to
operate the System in accordance with the Technical
Specification. LESSOR agrees to undertake immediate action to
7
correct any Interruption to the System within two (2) hours after
receiving notice from MCI that an Interrupted condition exists.
(b) MCI shall not be entitled to a credit for a Non-Catastrophic
Interruption of Service that is less than thirty (30) minutes in
duration. The amount of the credit owed to MCI for a Non-
Catastrophic Interruption of Service thirty (30) minutes or
longer shall be equal to 1/1440 of the monthly rate of charges
applicable to that portion of the System which is subject to the
Interruption multiplied by each one-half (1/2) hour or major
fraction thereof of the length of the Interruption. If more than
one Non-Catastrophic Interruption of Service occurs within a
twenty-four (24) hour period, the length of all such
Interruptions shall be aggregated and treated as a single
Interruption for purposes of determining the availability and
amount of a credit. Interruptions shall be measured from the time
that the Interruption starts to the time of restoration. MCI may
notify LESSOR of Interruptions by telephone, facsimile,
electronic mall, courier or any such similar expedited notice
mechanism. In order to facilitate such notice, an "ESCALATION
LIST" of appropriate contact personnel of LESSOR and MCI is
attached hereto as Exhibit C.
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(c) When Service provided by LESSOR includes more than one
communications path, the Interruption allowance applies only to
the path Interrupted.
(d) An Interruption, for purposes of this Article 7, shall be reduced
by the time period during which MCI fails to accord access to any
necessary MCI facilities provided by LESSOR for the purpose of
investigating and clearing troubles.
(e) In the event of Interruption of local access service or any other
service provided by parties other than LESSOR (other than service
provided by a Third Party Provider), LESSOR shall have no
liability to MCI and MCI shall continue to be liable for all
payments to LESSOR.
(f) In the event of a Non-Catastrophic Interruption of Service on
more than five (5) days during any thirty (30) day period and so
long as such Interruption is not caused in whole or in part by M
MCI's own negligence, MCI shall, at its option, have the right to
either (i) terminate any Service Order(s) along the affected
route, or (ii) receive a credit against amounts owing under the
next invoice received from LESSOR hereunder, which credit shall
be in an amount equal to the monthly Service charge attributable
to the affected route as set forth in Article 5, paragraph (a)
above and in the applicable Service Order(s). The parties agree
to use LESSOR's maintenance log, if any, for purposes of
calculating the duration of the Interruption and, if applicable,
the credit specified in Article 7, paragraph (b). In the absence
of such a log, MCI shall produce sufficient documentation to
substantiate its claim.
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(g) THE FOREGOING WARRANTY AND REMEDIES WITH RESPECT TO INTERRUPTIONS
OF SERVICE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER SUCH WARRANTIES
OR REMEDIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. IN THE EVENT
OF ANY INTERRUPTION IN THE SERVICE WHATSOEVER, NEITHER LESSOR,
LESSOR's AFFILIATES NOR ANY THIRD PARTY PROVIDER, NOR OPERATOR OF
FACILITIES EMPLOYED IN THE PROVISION OF THE SERVICE SHALL BE
LIABLE TO MCI OR THIRD PARTIES FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, SPECIAL, ACTUAL, PUNITIVE OR ANY OTHER DAMAGES, OR
FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER.
8. SYSTEM MAINTENANCE. System maintenance normally will not result in
Service Interruption. However, in the event System maintenance should
require the Interruption of Service, to the greatest extent possible
it shall be carried out only during non-peak hours; provided, however,
LESSOR shall provide MCI with ten (10) business days' notice prior to
undertaking any such maintenance activity in accordance with the
notice procedure specified in Article 7, paragraph (b) above. System
maintenance requiring interruption of Service shall not be entitled to
an Article 7 credit and shall be completed as soon as practicable, but
in no event shall such maintenance exceed two (2) hours.
9. INDEMNIFICATION. LESSOR and MCI (hereinafter where either has
undertaken the action or inaction to be indemnified against shall be
beknown as the "INDEMNIFYING PARTY") agree to assume all liability for
and indemnify, defend and hold harmless the other party or any third
party claiming through the other party, from and against all
liability, loss, cost, damage, expense or cause of action, of
whatsoever character, or injury or death of any person and damage to
or destruction of any property, including, without limitation, third
parties and all related expenses, including, but not limited to,
reasonable attorneys' fees, investigators' fees and litigation
expenses resulting in whole or in part from any of the following:
(a) claims for libel, slander, infringement of copyright or
unauthorized use of a trade secret, trademark, trade name or
service xxxx that results from the transmission of material over
the System by MCI, authorized representatives of MCI or other
persons not associated with, or related to, either LESSOR or MCI;
or
(b) claims of any person not a party to this Agreement arising out of
the negligent or willful act or omission of the Indemnifying
Party or its agents, servants, employees, contractors or
representatives; or
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(c) claims for patent infringement arising out of the use of the
System by MCI or any person authorized by MCI and resulting from
the acts of MCI or MCI's representatives in combining the System
with the facilities of MCI IC' or others, or using the System in
connection with those of MCI or others; or
(d) claims, except as otherwise set forth herein for the breach of or
failure to comply with any term or condition of this Agreement by
the Indemnifying Party or its officers, employees or invitees; or
(e) claims resulting from patent or trade secret infringement or
infringement or unauthorized use of trade secrets or trade name
by the Indemnifying Party
10. DEFAULT/TERMINATION. A party may deliver to the other party a "NOTICE
OF DEFAULT" for: (i) failing to make any payment owed hereunder, when
no bona fide dispute exists; (ii) the breaching by either party or its
agents, assigns or affiliates of any of the terms, conditions,
covenants, warranties or representations herein; or (iii) the filing
or initiating of proceedings seeking liquidation reorganization or
other such relief under any bankruptcy or insolvency law (state or
federal). A party that has received a Notice of Default shall have
thirty (30) days to cure the alleged breach (the "CURE PERIOD"),
provided, however, that either party shall be given ninety (90) days
to remove any involuntary bankruptcy proceeding. If such party falls
to cure the breach within the Cure Period, the non-defaulting party
shall have the right to either (a) suspend its performance or payment
obligations, (b) terminate the affected Service Order(s), (c)
terminate this Agreement in its entirety, (d) seek an order of
specific performance, and/or (e) seek the award of compensatory
damages.
11. CANCELLATION.
(a) MCI may for any reason voluntarily (not required by governmental/
regulatory action) cancel a Service Order prior to the end of the
initial term as set forth in the Service Order. In the event of a
voluntary MCI cancellation, MCI shall notify LESSOR, in writing,
that it desires to cancel the Service Order(s) within thirty (30)
days (the "SERVICE CANCELLATION NOTICE") and the date upon which
MCI is to cease being billed for the use of the canceled
circuit(s). The Service Cancellation Notice shall set forth the
effective date of cancellation (the "CANCELLATION DATE").
(b) If MCI voluntarily cancels a Service Order prior to the end of
the applicable minimum term for such Service Order as specified
in Section IV of Exhibit D, MCI shall pay a cancellation fee to
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LESSOR that is equal to [________________________________________
_________________________________________________________________
___________]. If MCI voluntarily cancels a Service Order after
the expiration of the applicable minimum term, but prior to the
end of the initial term as set forth in the Service Order, MCI
shall pay a cancellation fee to LESSOR that is
10
equal to [_______________________________________________________
____________________________________] (collectively referred to
as "MCI VOLUNTARY CANCELLATION FEE").
(c) The MCI Voluntary Cancellation Fee described in Article 1;
paragraph (b) above, represents LESSOR's exclusive remedy for a
voluntary cancellation by MCI and shall be in lieu of any other
remedies either at law or in equity.
(d) Either party shall have the right to cancel this Agreement and
any related Service Order(s) without liability if LESSOR is
prohibited from furnishing the Service or if any material rate or
term contained herein is substantially changed by order of the
highest court of competent jurisdiction to which the matter is
appealed, the FCC or other local, state or federal governmental
authority.
(e) Subsequent to the Commencement Date of a Service Order, in lieu
of terminating the circuit(s) placed in service pursuant to the
Service Order, MCI may by written notice to LESSOR request that
said circuit(s) be replaced by new circuit(s) having a
configuration specified in said notice. LESSOR shall permit such
circuit substitution without a cancellation fee for the old
circuit(s) if: a) MCI has requested same at least sixty (60) days
prior to the requested in service date of the new circuit(s); b)
the minimum term of the replacement circuit(s) shall be written
for a period of time at least equal to the remaining minimum term
of the old circuit(s) and for a monthly Service charge equal to
or greater than that of the old circuit(s); and c) the requested
replacement circuit(s) are available on LESSOR's network as
determined by LESSOR.
12. INTERCONNECTION.
(a). Except for the locations identified in Article 12, paragraph (b)
below, MCI shall pay the cost of Service interconnection from
LESSOR's point of presence to MCI's point of presence. LESSOR
shall coordinate with MCI for interconnection completion,
including establishing any applicable points of demarcation,
entrance facilities, interconnection facilities and equipment
access. The parties shall work together to keep such costs to a
minimum.
(b). [________________________________________________________________
_________________________________________________________________
_________________________________________________________________
________________________________________]
13. LAWS AND LICENSES. This Agreement is subject to all applicable
federal, state and local laws, regulations, rulings and orders of
governmental agencies, including, but not limited to, The
Communications Act of 1934, and the rules and regulations of the FCC
and is contingent upon LESSOR's obtaining and continuing any required
approval
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or authorization of the FCC or any other duly authorized governmental
body LESSOR shall work with MCI to acquire any permits or licenses
required to be obtained by MCI. LESSOR and MCI agree that the statute
of limitations set forth in The Communications Act of 1934, 47 U.S.C.
section 415, as amended, shall govern all actions arising out of this
Agreement, including arbitrations.
14. NOTICE. Except for the notice provisions related to Article 7,
paragraph (b), all notices, requests, demands or other communications
provided for, permitted or required by this Agreement shall be
delivered by registered or certified mall, return receipt requested,
or by commercial overnight delivery service, or by facsimile, and
shall be deemed given (a) when received or when delivery is refused,
as indicated on the return receipt or commercial carrier's records (in
the case of notices sent by U.S. mall or by overnight delivery
service), or (b) on the next day after the notice was sent (in the
case of notices sent via facsimile). Notwithstanding the foregoing,
the original of any facsimile notice must be sent by overnight
delivery service in order for the delivery of such notice to be deemed
effected. Notices shall be addressed as follows:
LESSOR: Interstate FiberNet
Vice President Finance
000 X. 0xx Xxxxxx
Xxxx Xxxxx, XX 00000
Fax No.: 000-000-0000
MCI: MCI Telecommunications Corporation
Manager, Contracts Management
Department 1103/041
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Fax No.: 000-000-0000
With a copy to: MCI Telecommunications Corporation
Law and Public Policy, 0598/003
0000 00xx Xxxxxx XX
Xxxxxxxxxx, XX 00000
Fax No.: 000-000-0000
Provided, however, that any items sent on a periodic basis, such as
invoices, do not need to comply with the provisions of this notice
provision but may be sent by first-class mail, addressed to the
appropriate party.
15. ASSIGNMENT. The capacity leased to MCI hereunder may be used by MCI
for any purpose in the normal course of its telecommunications
business. LESSOR recognizes that MCI sells its telecommunications
services to customers both pursuant
12
to tariff and pursuant to customer contracts, that some of MCI's
customers are "RESELLERS" of telecommunications services and the
capacity leased to MCI hereunder could be utilized to provide such
services to MCI's customers, including such resellers. LESSOR
acknowledges that MCI has entered into this Agreement in reliance upon
the technical and financial capabilities and experience of LESSOR.
Therefore, LESSOR shall not sell, assign, or transfer (the "TRANSFER")
a) a majority ownership interest in LESSOR or any portions of LESSOR's
transmission network providing service to MCI or b) responsibility for
the operation of LESSOR's transmission network, to any third party
without the prior written consent of MCI, which consent shall not be
unreasonably withheld, provided, however, that LESSOR may assign all
of its rights to a subsidiary or affiliate company of LESSOR without
obtaining MCI's prior consent. LESSOR shall give MCI not less than
sixty (60) days prior written notice of any Transfer of LESSOR's
interest hereunder.
16. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and the validity and performance hereof shall be
governed by, the laws of the State of New York;
17. FORCE MAJEURE.
(a) Except as provided in paragraphs (b) and (c) below, neither party
shall be liable for any failure or suspension of performance
hereunder (including the failure to make payments when due) due
to acts of God, fire, explosion, local, state or federal
government action or war (individually, a "FORCE MAJEURE EVENT").
The party claiming relief under this Article 17 shall exercise
its best efforts to minimize the time of any failure of or
suspension of performance hereunder and promptly notify the other
party of the occurrence of the force majeure event.
(b) If such failure of performance shall be on the part of MCI and
shall be for thirty (30) days or less, then the affected Service
Order(s) shall remain in effect and MCI shall remain liable for
all charges thereunder If such failure of performance shall be in
excess of thirty (30) days, MCI shall have the option to maintain
the affected Service Order(s) in effect by continuing payments or
MCI may cancel the Service Order(s) without further liability.
(c) If such failure of performance shall be on the part of LESSOR and
shall be for thirty (30) days or less, then the affected Service
Order(s) shall remain in effect with no charge to MCI and no
liability on the part of LESSOR. If LESSOR's failure of
performance lasts for more than thirty (30) days, then the
affected Service Order(s) may be canceled by MCI with no
liability on the part of either party.
18. ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire
agreement of the parties pertaining to the subject matter hereof and
supersedes all prior
13
communications and agreements, whether oral or written. No subsequent
modification of this Agreement shall be effective or binding unless it
is made in writing and signed by an authorized officer of the party
against whom enforcement of the modification is sought.
19. CONSENTS. Any requested consent to be given by any party to this
Agreement shall not be unreasonably withheld.
20. PROVISION CONFLICTS. In the event of a conflict between the provisions
of this Agreement and those of any Exhibit or Service Order, unless
the provisions of the Exhibit or Service Order expressly take
precedence over the provisions of this Agreement, the provisions of
this Agreement shall prevail and such Exhibits and Service Orders
shall be corrected accordingly.
21. WAIVER For any waiver of any right, option or privilege under this
Agreement to be binding, it must be made in writing and signed by the
party against whom enforcement of the waiver is sought. No waiver of
the terms of this Agreement shall occur because of a failure by either
MCI or LESSOR to exercise any option, right or privilege on any
occasion or through the course of declining, and any waiver granted
shall not be construed to be a waiver of the same on any other
occasion unless agreed to in writing and executed by the parties.
22. CONFIDENTIALITY OF AGREEMENT. The parties to this Agreement shall
treat this Agreement, its notices and Exhibits and their terms and
conditions, as strictly confidential. Neither party shall disclose any
of this information or any of these materials to any person who is not
a party to this Agreement. If a court or other governmental agency
with proper jurisdiction orders a party to disclose or to provide any
data or any documents relating to this Agreement, that party shall
immediately notify the other party and undertake all necessary
measures to protect the other patty's proprietary information and
trade secrets.
23. DISPUTE RESOLUTION. Any dispute arising out of or related to this
Agreement which cannot be resolved by negotiation shall be settled by
binding arbitration in accordance with the J.A.M.S./ENDISPUTE
Arbitration Rules and Procedures ("ENDISPUTE RULES"), as amended by
this Agreement. The costs of arbitration, including the fees and
expenses of the arbitrator, shall be shared equally by the parties
unless the arbitration award provides otherwise. Each party shall bear
the cost of preparing and presenting its case. The parties agree that
this provision and the arbitrator's authority to grant relief shall be
subject to the United States Arbitration Act, 9 U.S.C. 1-16 et seq.
("USAA"), the provisions of this Agreement, and the ABAAAA Code of
Ethics for Arbitrators in Commercial Disputes. The parties agree that
the arbitrator shall have no power or authority to make awards or
issue orders of any kind except as expressly permitted by this
Agreement, and in no event shall the arbitrator have the authority to
make any award that provides for punitive or exemplary
14
damages. The arbitrator's decision shall follow the plain meaning of
relevant documents, and shall be final and binding. The award may be
confirmed and enforced in any court of competent jurisdiction. All
post-award proceedings shall be governed by the USAA.
24. THIRD PARTY PROVIDERS.
(a) The parties acknowledge and agree that certain Services leased by
MCI hereunder may be delivered on a portion of the System that is
owned by a Third Party Provider, but is managed by LESSOR as
agent of the Third Party Provider. The portion(s) of the System
owned by such Third Party Provider(s) as of the Effective Date,
and the names of such Third Party Provider(s), are listed on
Exhibit F attached hereto. Promptly upon entering into any
---------
additional agency arrangements with Third Party Providers, LESSOR
shall provide to MCI a revised Exhibit F which shall be attached
---------
to this Agreement.
(b) With respect to each Third Party Provider, LESSOR represents and
warrants that (i) such Third Party Provider is the lawful owner
of the applicable portion of the System identified on Exhibit F
---------
and has all necessary rights, authority and approvals to provide
the Service on such portion of the System in accordance with this
Agreement, (ii) LESSOR is the duly authorized agent of such Third
Party Provider and has all necessary rights, authority and
approvals to market and provide the applicable Service to MCI, as
agent of the Third Party Provider, in accordance with this
Agreement, (iii) as agent of the Third Party Provider, LESSOR has
the authority to act on behalf of such Third Party Provider and
to legally bind such Third Party Provider to the terms and
conditions of this Agreement, and (iv) by its signature as agent
on the applicable Service Order, LESSOR shall so bind the Third
Party Provider.
(c) LESSOR assumes all liability for and indemnifies, defends and
holds MCI harmless from and against any liability, loss, cost,
damage, expense, claim or cause of action resulting from (i) a
breach by LESSOR of any of the representations and warranties set
forth in subparagraph (b) above, (ii) the inaccuracy or
incorrectness of any of the representations and warranties set
forth in subparagraph (b) above, or (iii) the inability of LESSOR
to continue to provide Service in accordance with this Agreement
(for reasons other than a force majeure event, which shall be
governed by Article 17 of this Agreement, or an Interruption of
Service, which shall be governed by Article 7 of this Agreement)
on a portion of the System owned by a Third Party Provider (e.g.,
Service can no longer be provided on a Third Party Provider's
system because of a termination or expiration of LESSOR's agency
arrangement with the Third Party Provider).
15
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and
year last written below
LESSOR MCI:
INTERSTATE FIBERNET MCI TELECOMMUNICATIONS
CORPORATION
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
---------------------------------- -----------------------------------
Title: President & CEO Title: Vice President, Network Engineering
---------------------------------- -----------------------------------
Date April 26, 1996 Date: May 6, 1996
---------------------------------- -----------------------------------
ATTEST ATTEST
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxx Xxxxxxxx
---------------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: XXXX XXXXXXXX
-----------------------------------
Title: Vice President Sales & Marketing Title: Assistant Secretary
---------------------------------- ---------------------
[Corporate Seal] [Corporate Seal]
16
EXHIBIT A
---------
SERVICE ORDER NO.:
Pursuant to all clauses, conditions, terms and covenants of the Master
faster Service Agreement between Interstate FiberNet, ("LESSOR"), and MCI
Telecommunications Corporation ("MCI"), Lessee. dated _______________ 1996
("AGREEMENT"), Lessee orders and LESSOR shall provide the following digital
transmission service:
Requested V&H
City A - City Z Capacity Type Quantity Service Date Mileage
-------------------------------------------------------------------
Rates and Charges:
-----------------
A. Recurring Charges:
B. Non-Recurring Charges:
INITIAL TERM OF THIS SERVICE ORDER:
----------------------------------
COMMENCEMENT DATE: Shall be as specified in the Agreement and validated by a
-----------------
Service Acceptance Form in the form of Exhibit A-1 to the Agreement.
MCI field coordination contact: _______________________________________
Address: ______________________________
______________________________
______________________________
Phone: ______________________________
Fax: ______________________________
E-Mail: ______________________________
MCI representative placing this Order: _______________________________________
Address: ______________________________
______________________________
17
Billing Contact. MCI
Lease Accounting & Reporting
Dept. 9411/623
0000 Xxxx Xxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
BASIC AGREEMENT: This Service Order is hereby incorporated into the Master
---------------
Service Agreement referenced above.
LESSEE:
MCI TELECOMMUNICATIONS CORPORATION
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
Date: _____________________________________
LESSOR:
INTERSTATE FIBERNET
If this block is executed by By: _____________________________________
Interstate FiberNet, Name: _____________________________________
Interstate FiberNet shall be Title:______________________________________
the underlying provider of the Date: ______________________________________
Service.
If this block is executed by ____________________________________________
Interstate FiberNet, the provider THIRD PARTY PROVIDER
of Service shall be the Third
Party Provider identified at the INTERSTATE FIBERNET, AGENT for
right, and Interstate FiberNet ___________________________________________
shall be acting on behalf of such
Third Party Provider, as agent.
By its signature as agent,
Interstate FiberNet binds such By: ____________________________________
Third Party Provider to the terms Name: ____________________________________
and conditions of this Service Title: ____________________________________
Order and the Agreement. Date: ____________________________________
18
EXHIBIT A-1
------- ---
SERVICE ACCEPTANCE FORM FOR MCI LEASED VENDOR DIGITAL FACILITY
Pursuant to all clauses, conditions, terms and covenants of the Master Service
Agreement between Interstate FiberNet ("Lessor"), and MCI Telecommunications
Corporation ("MCI"), dated ____________________________ 1996 ("Agreement"),
Lessor has completed the installation and testing of the following leased
facilities:
Service Order # City A - City Z Capacity Type Quantity Test Date
--------------------------------------------------------------------------
By their respective signatures below, Lessor certifies, and MCI agrees, that the
above-described leased facilities have been tested and that the results of such
tests (which are attached hereto) conform to the Technical Specifications
attached as Exhibit B to the Agreement.
LESSOR TEST REPRESENTATIVE: _______________________________
DATE:____________________________
MCI TEST REPRESENTATIVE: ________________________________
SERVICE ACCEPTANCE DATE:______________
********************************************************************************
USE THIS SPACE BELOW IF FACILITIES ARE NOT ACCEPTED:
The facilities tested DO NOT meet the Technical Specifications for the following
reasons:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
MCI TEST REPRESENTATIVE: __________________________________________________
DATE ______________________________
19
EXHIBIT B
---------
TECHNICAL SPECIFICATIONS
NORTEL OC-N INTER-EXCHANGE CARRIER PERFORMANCE OBJECTIVES
The following delineates performance objectives for Inter-exchange Carriers
(IXC) for OC-N facilities for distances up to [_______]
All performance objective primitives are per definitions provided by the current
version of [_________].
The performance values below are predicated on MCI [____________________________
_______] and the MCI [_____________________________].
--------------------------------------------------------------------------------
[_____________________] [_________________]
[___________________________________________ [_____]
___]:
[____________] [__]
[_] [_] [__________________] [__]
[__] [_] [_] [_____________] [___]
[__] [_] [_] [_______________________] [____]
[______________________] [__]
[______________________] [___________________________] [__]
[____________________________] [__]
[_________________________________] [_____________________] [___]
[______________] [_____________]
[_] [_] [________________] [____]
[__] [_] [_] [__________] [____]
[__] [_] [_]
[______________________________________]
[_] [_]
[__] [_] [_]
[__] [_] [_]
[________________________________________]
[_] [_]
[__] [_] [_]
[__] [_] [_]
20
STIPULATED CONDITIONS:
1. [__________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
____________________________________]
2. [__________________________________________________________________________
___________________________________________________________________________
___________________]
3. [____________________] must be controlled so that at any point in the
transmission facility, the DS-3 & DS-1 jitter specifications stipulated in
the MCI DS-1 & DS-3 Generic Requirements Documents are adhered to.
4. An [__] of [_____] for all equipment is required.
5. Availibility calculations to support the annual availability [_______] at
the OC-N level will be based on electronic measurement techniques at the
DS-3 level. DS-3 's will be monitored for this purpose.
6. Patchcords shall have the return [___________] or greater.
7. Patchcords bulk head insertion loss shall not exceed [____].
21
================================================================================
--------------------------------------------------------------------------------
MCI [_______________]
==================================================================
INTEREXCHANGE CARRIER
_______________________________
PERFORMANCE SPECIFICATION
==================================================================
By MCIT 8/3/96
Network Design Engineering Final
Xxxxx Jabbarrezned [_______________]
Sr. Engineer
Approval / Date
/s/ Xxxxxxx Xxxxxx, /s/ Xxxxxx X. Xxxxxxx,
--------------------------------- ----------------------------
Xxxxxxx Xxxxxx, Manager Xxxxxx X. Xxxxxxx, Senior Manager
-------------
MCI
PROPRIETARY
-------------
MCI Telecommunications Corporation
Network Integration & Standares
0000 X. Xxxxxxx Xx.
Xxxxxxxxxx, Xxxxx 00000
--------------------------------------------------------------------------------
================================================================================
22
[_______________]
=======================================================================
INTEREXCHANGE CARRIER
-----------------------------
PERFORMANCE SPECIFICATION
=======================================================================
By MCIT 8/3/94
Network Design Engineering Final
Javid Jabberarnezhad [_______________]
Sr. Engineer
ABSTRACT:
This document defines the performance objectives for
Dedicated services using DS-1 & DS-3 circuits provisioned
on IXC's facilities. This document replaces the DS-1 & DS-
3 [_______________________________________________________
_______________________________________]. The transmission
performance objectives values enclosed in this document,
are produced by the Network Integration & Standards
department. DS-1 & DS-3 performance values are modified
extracts from [___________________] and support the MCI:
Customer Objectives document.
================================================================
Information in this document reflect: the most current facts
available at the time of publishing. However, all documentation
is subject to change. It is the responsibility of the reader to
check with the publishing author or departments to verify the
present status Of this and all documents and to request the most
recent issue.
==========================================================================
MCI PROPRIETARY
ii
MCI Network Integration & Standard Engineering [________________]
Final; 8/3/94 [_______________________]
--------------------------------------------------------------------------------
REVISION HISTORY
----------------
DATE: PG/SECTION REVISED:
----- -------------------
REVISION NO.: AUTHOR: REASON SON FOR REVISION:
------------- ------- ------------------------
8/l9/9l Xxxxx Xxxxxxxx Original
8/7/93 Xxxxx Xxxxxxxxxxxx [_________________]
8/3/94 Xxxxx Xxxxxxxxxxxx [_________]
[____]
--------------------------------------------------------------------------------
MCI PROPRIETARY
iii
MCI Network Integration & Standard Engineering [________________________]
Final; 8/3/94 [________________________]
--------------------------------------------------------------------------------
CONTENTS
--------
SECTION PAGE
------- ----
1. EXECUTIVE SUMMARY................................................. 1
2. PARAMETER DEFINITIONS............................................. 1
3. DS-1 SPECIFICATIONS............................................... 3
3.1 DS-1 Electrical Interface Specifications..................... 3
3.2 Jitter....................................................... 5
3.3 DS-1 Access Performance and Availibility
Objectives................................................... 5
4. DS-3 SPECIFICATIONS............................................... 6
4.1 DS-3 Electrical Interface Specifications ............. 7
4.2 Jitter DS-1 & DS-3.................................... 7
4.2.2 Jitter Transfer................................ 7
4.2.3 Jitter Generation.............................. 7
4.2.4 Jitter Enhancement............................. 8
4.3 DS-3 Access Performance and Availability
Objectives............................................ 10
6. INDUSTRY STANDARDS COMPLIANCE LIST:................................ 11
--------------------------------------------------------------------------------
MCI PROPRIETARY
iv
MCI Network Integration & Standard Engineering [____________________]
Final; 8/3/94 [____________________]
--------------------------------------------------------------------------------
LIST OF TABLES
--------------
TABLES: PAGE
------- ----
Table 1. [___________________________]........................... 5
Table 2. [___________________________]........................... 5
Table 3. [___________________________]........................... 7
Table 4. [___________________________]........................... 7
Table 5. [___________________________]........................... 11
Table 6. [___________________________]........................... 12
--------------------------------------------------------------------------------
MCI PROPRIETARY
V
*** Information in this Exhibit B (Pages 1-11) has been omitted pursuant to a
request for confidential treatment. The omitted portions have been filed
separately with the Securities and Exchange Commission.***
MCI Network Integration & Standard Engineering [__________________]
Final; 3/3/94 [_______________________]
-------------------------------------------------------------------------------
1. EXECUTIVE SUMMARY
1. 1 Purpose
[________________________________________________________________].
[________________________________________________________________].
[________________________________________________________________].
[________________________________________________________________].
2. PARAMETER DEFINITIONS
[________________________________________________________________].
--------------------------------------------------------------------------------
MCI PROPRIETARY
1
MCI Network Integration & Standard Engineering [_________________]
Final; 8/3/94 [_______________________]
--------------------------------------------------------------------------------
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
[________________________________________________________________________]
--------------------------------------------------------------------------------
MCI PROPRIETARY
2
MCI Network Integration & Standard Engineering [___________]
Final; 8/37/94 [___________]
--------------------------------------------------------------------------------
3. DS-1 SPECIFICATIONS
[______________________________________________________________________].
3.1 DS-1 Electrical Interface Specifications
[______________________________________________________________________].
[___________]
[________]: [___________]
[________]: [___________]
[________]: [___________]
[___________]
[________]: [___________]
[________]: [___________]
[________]: [___________]
--------------------------------------------------------------------------------
MCI PROPRIETARY
3
MCI Network Integration & Standard Engineering [_________________]
Final; 8/3/94 [_______________________]
--------------------------------------------------------------------------------
[__________] [_________________________________________________________].
[_________________________________________________________].
[_________________________________________________________].
3.2 Jitter
[__________________________________________________________________].
--------------------------------------------------------------------------------
MCI PROPRIETARY
4
MCf Network Integration & Standard Engineering [_________________]
Final; 8/3/94 [________________________]
--------------------------------------------------------------------------------
3.3 DS-1 Access Performance and Availability Objectives
[___________________________________________________________________].
[__________________________________________________________________].
Table 1. [____________________________________________________________]
================================================================================
*** Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with
the Securities and Exchange Commission.***
================================================================================
Table 2. [___________________________________]
================================================================================
*** Information in this table has been omitted pursuant to a request for
Confidential treatment. The omitted portions have been filed separately with
the Securities and Exchange Commission.***
________________________________________________________________________________
MCI PROPRIETARY
5
MCI Network Integration & Standard Engineering [_________________]
Final; 8/3/94 [_______________________]
--------------------------------------------------------------------------------
Table 3. [_____________________________________________]
================================================================================
*** Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with
the Securities and Exchange Commission.***
================================================================================
Table 4. [______________________________]
================================================================================
*** Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with
the Securities and Exchange Commission.***
================================================================================
4. DS-3 SPECIFICATIONS
[________________________________________________________________________]
4.1 DS-3 Electrical Interface Specifications
[________________________________________________________________].
[__________________________________]
[________________________________________________________________].
[________________________________________________________________]
________________________________________________________________________________
MCI PROPRIETARY
6
MCI Network Integration & Standard Engineering [_________________]
Final; 8/3/94 [________________________]
--------------------------------------------------------------------------------
[________________________________________________________________].
[________________________________________________________________].
4.2 Jitter DS-1 & DS-3
[________________________________________________________________].
4.2.1 Jitter To1erance
[________________________________________________________________].
[________________________________________________________________].
4.2.2 Jitter Transfer
[________________________________________________________________].
4.2.3 Jitter Generation
________________________________________________________________________________
MCI PROPRIETARY
7
MCI Network Integration & Standard Engineering [_________________]
Final; 8/3/94 [________________________]
--------------------------------------------------------------------------------
[________________________________________________________________].
[________________________________________________________________].
4.2.4 Jitter Enhancement
[________________________________________________________________].
________________________________________________________________________________
MCI PROPRIETARY
8
MCI Network Integration & Standard Engineering [________________]
Final; 8/3/94 [________________]
--------------------------------------------------------------------------------
[________________]
--------------------------------------------------------------------------------
***Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with the
Securities and Exchange Commission.***
________________________________________________________________________________
MCI PROPRIETARY
9
MCI Network Integration & Standard Engineering [_______________]
Final; 8/3/94 [_______________]
--------------------------------------------------------------------------------
4.3 DS-3 Access Performance and Availability Objectives
[__________________________________________________________________].
[__________________________________________________________________].
Table 5. [_______________]
================================================================================
*** Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with
the Securities and Exchange Commission.***
================================================================================
Table 6. [_______________]
================================================================================
*** Information in this table has been omitted pursuant to a request for
confidential treatment. The omitted portions have been filed separately with
the Securities and Exchange Commission.***
================================================================================
________________________________________________________________________________
MCI PROPRIETARY
10
MCI Network Integration & Standard Engineering [_________________]
Final; 8/3/94 [________________________]
--------------------------------------------------------------------------------
5. INDUSTRY STANDARDS COMPLIANCE LIST:
[_____________________________________________________________________________].
[____________________________________]
[____________________________________]
[____________________________________]
[____________________________________]
[____________________________________]
[____________________________________]
[____________________________________]
[____________________________________]
[____________________________________]
________________________________________________________________________________
MCI PROPRIETARY
11
EXHIBIT C
---------
TROUBLE REPORTING NUMBERS
ESCALATION LIST
IFN Operations Escalation List IFN Sales Escalation List
-------------------------------- -------------------------
IFN Network Control Center Xxx Xxxxxxxxx (VP Sales & Marketing)
0-000-000-0000 000-000-0000 Office 000-000-0000
Fax 000-000-0000 Pager 000-000-0000 PIN 516763
Fax 000-000-0000
1st Level Escalation Home 000-000-0000
Network Control Center Lead Technicians
000-000-0000 Fax 000-000-0000
2nd Level Escalation
Network Control Center Manager - Xxxx Xxxxxx
Office 000-000-0000
Fax 000-000-0000
Pager 000-000-0000 PIN 518644
3rd Level Escalation
Director of Operations - Xxxxx Xxxxxx
Office 000-000-0000
Fax 000-000-0000
Pager 000-000-0000 PIN 517001
4th Level Escalation
VP Operations - Xxxxx Xxxxx
Office 000-000-0000
Fax 000-000-0000
5th Level Escalation
President - Xxxx Xxxxxx
Office 000-000-0000
Fax 000-000-0000
20
EXHIBIT D
---------
PRICING SCHEDULE
I. [_________________________]
---------------------------
Beginning in the first month following the date which is [____________] after
the Effective Date of the Agreement and continuing until the expiration of the
Initial Term of the Agreement, MCI shall maintain Service Orders pursuant to the
Agreement [____________________________________________________________________]
to LESSOR. This [__________________________] shall include all [_________] and
[_____________________] listed herein, as well as all [__________] by MCI with
respect to Existing Capacity. If MCI falls in any given month to meet the
[________________________], then the [____________] for such month will be the
[________________________].
II [_________] for Tier A - A City Pairs:
--------------------------------------
The following are the rates applicable to any Service Order in which both end
points of a city pair are among the list in Tier A, set forth in Section VIII
below.
All rates are based [_____________________________]:
--------------------------------------------------------------------------------
[__] [_____]
[_______________________________________________________________].
[__] [_____]
[_______________________________________________________________].
[______________________________________________________________________].
--------------------------------------------------------------------------------
[____________________] [___________________] [____________________]
[___] [____] [____] [____]
[___] [_] [____] [_____]
[_____________________________________________________________________________].
OC-N Services are billed at a [__________________].
--------------------------------------------------------------------------------
21
III [_________] for Tier A - B and Tier B -B City Pairs:
----------------------------------------------------
The following applies to any Service Order in which at least one end point of a
city pair is among the list in Tier B set forth in Section VIII below:
DS-1 and DS-3 service for any city pair shall be provided to MCI by LESSOR at a
monthly rate which is [_______________________________________] for the same or
comparable service. [________________________________________________________]
[______________________________________________________________________________]
[______________________________________________________________________________]
[______________________________________________________________________________]
If LESSOR elects [_____________________________________________________________]
by delivering written notice of same to MCI within [________] days after receipt
of MCI's notice, then MCI [__________________________] which terminate in a Tier
B city, [_________________________] (including, without limitation,
[______________________________ pursuant to Article 11, paragraph (b) of this
Agreement). In the event MCI cancels any such circuit(s), LESSOR further agrees
to reduce the [_________________________] outlined in Section I. above by an
amount equal to the existing monthly charge for the [_______] circuit(s).
Notwithstanding the foregoing, the 12th, 24th, and 36th mos. of Service [______]
(during the term of any original Service Order and during the term of any
renewals thereof, as applicable).
IV. Existing Capacity:
------------------
Notwithstanding anything in any other agreement or Service Order to the
contrary, all Existing Capacity provided to MCI by LESSOR on the Effective Date
of this Agreement shall thereafter be priced at the monthly rates in Exhibit E.
---------
[_______________________], such monthly rates were computed using the pricing in
[_______________________] of this Exhibit D, as applicable. MCI shall receive a
---------
[____] against the first invoice due hereunder for [______________] covering
periods after the Effective Date, to the extent such charges are [__________
_____________] hereunder with respect to such Existing Capacity.
[_________]:
1. Existing DS-3 Services provided to MCI by LESSOR terminating in
[__________] will
continue to be priced at [________________________].
2. Existing DS-3 Services provided to MCI by LESSOR terminating in [____],
will continue to be priced at [_______________________].
V. [_____________________]:
------------------------
The [__________] for any Service Order shall be as follows:
DS-1 DS-3 OC-12 0C-48
[______________] [____________] [_____________] [____________]
22
VI. [__________________]:
---------------------
[__________________] shall not apply to DS-1 Services.
[_______________________________] for DS-3 Service(s) shall be [__] for the
first DS-3 per Service Order, and [__] for each DS-3 thereafter.
[_______________________________] for OC-12 Service(s) shall be [_____] per
Service Order.
[_______________________________] for 0C-48 Service(s) shall be [_____] per
Service Order.
VIL [______________________]: [__________] Monthly
------------------------ ------------ -------
[______________________________] [_____] [_____]
[________________] [_____] [_____]
[___________________________________________] [__] [_____]
[___________________________________________] [__] [_____]
[___________________________] [_____] [_____]
VIII Tier Cities:
-----------
TIER A CITIES TIER B CITIES
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
[_________] [__________] [___________]
IX. [______________]:
-----------------
Notwithstanding the pricing set forth in Sections II, III, VI, and VII of this
Exhibit D, MCI and LESSOR acknowledge and agree that LESSOR may from time to
---------
time offer Service to MCI [____________] for the purpose of establishing [______
_________________________]. Any such [_________] shall be set forth in the
Service Order for the applicable Service.
23
EXHIBIT E
---------
*** Information in this Exhibit E (Pages 24 & 25) has been omitted pursuant to a
request for confidential treatment. The omitted portions have been filed
separately with the Securities and Exchange Commission.***
EXISTING CAPACITY
TIER A-A LEASES:
--------------------------------------------------------------------------------------------
CITY PAIR TYPE SERVICE ORDER IFN IFN LEASE [_______]
EXPIRATION CIRCUIT PRICE/MO.
DATE
--------------------------------------------------------------------------------------------
[____________________________________________].
[_________________________]
[Continued on next page]
24
EXHIBIT E (Con't)
-----------------
*** Information in this Exhibit E (pages 24 & 25) has been omitted pursuant to a
request for confidential treatment. The omitted portions have been filed
separately with the Securities and Exchange Commission.***
TIER A-B or B-B LEASES
--------------------------------------------------------------------------------------------
CITY PAIR TYPE SERVICE ORDER IFN IFN LEASE [_______]
EXPIRATION CIRCUIT PRICE/MO.
DATE
--------------------------------------------------------------------------------------------
[________________________________________________].
25
