SEVENTH AMENDMENT
This Seventh Amendment is made this 27th day of November, 1996 between
GENERAL COMMUNICATIONS, INC. ("Customer") and MCI TELECOMMUNICATIONS
CORPORATION ("MCI").
WHEREAS, Customer and MCI entered into a Carrier Agreement signed by MCI
on January 1, 1993, as subsequently amended (the "Original Agreement").
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, Customer and MCI agree as follows:
Both parties agree that a mistake in the name of the Customer was made
in the Original Agreement and that such mistake shall be corrected by
amending the following Paragraphs:
1. The two paragraphs on Paragraph 2 of the Original Agreement shall be
renumber and will become Paragraph 2(a). In addition, the following
shall be added to the Original Agreement as Paragraph 2(b):
(b) In the event of a sudden and significant change in the common
carrier resale industry in the state of Alaska, that directly causes a
significantly reduction in the Customer's operations and volume of
purchases of MCI Services in this Agreement by twenty percent (20%),
with the result that Customer will be unable to meet its monthly
commitments, for a period of three (3) months(s) ("Shortfall Period")
(notwithstanding Customer's best efforts to avoid such a shortfall),
Customer shall provide MCI with a written request that MCI waive
underutilization charges set forth in this Section 2(a) for the
Shortfall Period. This provision may only be used one (1) time by
Customer during the service term. MCI shall provide Customer with the
underutilization waiver only if MCI agrees that this provision is
applicable.
This provision shall not apply to a change resulting from a decision by
Customer to: (i) reduce its overall use of telecommunications services;
or (ii) transfer portions of its telecommunications traffic or projected
growth to carriers other than MCI. Customer must give MCI immediate
written notice, no more than five (5) days after the occurrence of the
event described above, of the conditions it believes will require the
application of this provision. This provision does not constitute a
waiver of any charges, including underutilization charges, incurred by
Customer prior to the time the parties mutually agree to waive any
underutilization charges provided under this Agreement. In the event
MCI grants Customer's request for the underutilization waiver, all terms
and conditions of the Agreement shall remain in full force and effect.
If the Shortfall Period exceeds (6) months, MCI may terminate this
Agreement at any time.
2. The Second paragraph of Paragraph 3 shall be deleted in its entirety and
will be replaced by the following:
Rates set forth in this Section 3 do not include charges for
installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access-related charges (including
without limitation, access charges in the Tariff, which are additional)
except as provided in Paragraph 3(n) herein. Rates are in lieu of any
discounts and credits otherwise applicable pursuant to the Tariff.
3. Paragraph 3(a) of the Original Agreement is hereby amended by replacing
the PRISM I Rate of "$0.0550" appearing in paragraph 3(a)(1) with the rate of
"$0.0500.
4. Paragraph 3(a) of the Original Agreement is hereby amended by replacing
the PRISM I off-peak rate of "$0.0600" appearing in paragraph 3(a)(2) with
the rate of "$0.0500".
5. Paragraph 3(a)(1) of the Original Agreement is hereby amended by adding
the words "except for service terminating to Alaska, Puerto Rico, and the
U.S. Virgin Islands for which Customer shall pay Tariff rates less applicable
Tariff discounts," after the words "MCI point of presence". In addition, the
following paragraph shall be added to the end of Paragraph 3(a)(1) (under the
PRISM I rate): If the sum of PRISM I traffic terminating in Hawaii and 800
DAL traffic originating in Hawaii is less than five percent (5%) of the total
PRISM I traffic and 800 DAL traffic as set forth in this Agreement, then
Customer shall receive the postalized rates set forth in this Paragraph
3(a)(1) for PRISM I traffic terminating in Hawaii.
6. Paragraph 3(c)(1)(A) of the Original Agreement shall be deleted in its
entirety and subsequent paragraphs shall be renumbered accordingly.
7. Paragraph 3(c)(1)(B) of the Original Agreement is hereby amended by
replacing the MCI 800 DAL Rate of "$0.0745" appearing in paragraph 3(c)(1)(B)
with the rate of "$0.0550".
8. Paragraph 3(c)(1)(B) of the Original Agreement is hereby amended by
adding the words "except for service originating in Alaska, Puerto Rico, and
the U.S. Virgin Islands for which Customer shall pay Tariff rates less
applicable Tariff discounts," after the words "MCI point of presence".
9. A new Paragraph 3(c)(4) shall be added to the Original Agreement. The
new paragraph 3(c)(4) shall read as follows:
4) The above rates for MCI 800 DAL Service do not include any feature
charges described in the Tariff, including, but not limited to, any Toll
Free Service Management System ("SMS") charges or RESP ORG charges,
which may be additional. Except as provided below, Customer shall pay
Tariff rates for feature
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charges associated with MCI 800 DAL Service. For the features
identified below, Customer shall pay Tariff rates except that for each
Corporate I.D., Customer shall pay a maximum of:
$300 per month, per Corporate I.D. for monthly recurring charges.
$100 per month, per Corporate I.D. for non-recurring installation charges.
$300 per month, per Corporate I.D. for non-recurring change order charges.
Feature
-------
Point of Call Routing Most Available Agent Routing
Day of Week Routing MCI Rules Based Routing
Time Interval Routing Tailored Call Coverage
Holiday Routing MCI Profile Routing
MCI Quota Routing DNIS
Sequential Allocation Routing Id Codes (per 100)
10. Paragraph 3(e) shall be deleted in its entirety and the following shall
be inserted in its place:
(e) DOMESTIC INTERSTATE DIRECTORY ASSISTANCE.
1) For domestic interstate Directory Assistance, Customer will pay,
in addition to all applicable federal, state and local taxes and
surcharges, $0.38 per call
2) In each month in which Customer's total number of Directory
Assistance calls equals or exceeds twenty-five thousand (25,000), the above
postalized rate for Directory Assistance shall be reduced by $0.0100.
11. Paragraph 3(h) of the Original Agreement is hereby amended by replacing
the International PRISM I Service Terminating in Canada rate of "$0.2300"
appearing in paragraph 3(h)(1) with the rate of "$0.1305".
12. A new Paragraph 3(h)(2) shall be added to the Original Agreement. The
new paragraph 3(h)(2) shall read as follows:
2) CANADIAN BORDER CROSSING DISCOUNT
Customer is entitled to subscribe to and receive an additional per
minute discount of $0.0068 off the postalized rate in Paragraph 3(h)(1)
above for International
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PRISM I Canadian traffic delivered to a MCI Gateway Point of Presence
("POP") at any of the following MCI Canadian Border Crossings.
Seattle - Vancouver
Seattle - Calgary
Detroit - Toronto
Buffalo - Toronto
Rousses Point - Montreal
13. A new Paragraph 3(k) shall be added to the Original Agreement. The new
paragraph shall read as follows:
(k) DOMESTIC INTERSTATE TDS 1.5.
For domestic interstate TDS 1.5 Service ("TDS 1.5 Service")
terminating at Customer's owned and operated switch locations, Customer
will pay, in addition to all taxes and tax-related surcharges, the
Inter-Office Channel ("IOC") monthly charges based on circuit mileage as
contained in the schedule below. Customer shall pay both the charges in
Column A plus those in Column B.
A B
Fixed Charge Charge Per DS-O
Circuit Mileage Per Circuit Circuit Mile
--------------- ------------ ---------------
0 to 50 $200.00 $0.
50 to 99 $ $0.1400
110 to 499 $ $0.1325
500 and above $ $0.1255
14. A new Paragraph 3(1) shall be added to the Original Agreement. The new
paragraph 3(1) shall read as follows:
(1) DOMESTIC INTERSTATE TDS-45.
For domestic interstate TDS-45 Service ("TDS-45 Service")
terminating at Customer's owned and operated switch locations, Customer
will pay, in addition to all taxes and tax-related surcharges, the IOC
monthly charges based on circuit mileage as contained in the schedule
below. Customer shall pay both the charges in Column A plus those in
Column B.
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A B
Fixed Charge Charge Per DS-O
Circuit Mileage Per Circuit Circuit Mile
--------------- ------------ ---------------
0 to 114 $5,000 $0.
115 to 250 $ $0.0660
251 to 500 $ $0.0642
501 and above $ $0.0631
15. A new Paragraph 3(m) shall be added to the Original Agreement. The new
paragraph 3(m) shall read as follows:
(m) DOMESTIC INTERSTATE DS-O.
For domestic interstate DS-0 Service ("DS-O Service") terminating
at Customer's owned and operated switch locations, Customer will pay, in
addition to all taxes and tax-related surcharges, the IOC monthly
charges based on circuit mileage as contained in the schedule below.
Customer shall pay both the charges in Column A plus those in Column B.
A B
Fixed Charge Charge Per DS-O
Circuit Mileage Per Circuit Circuit Mile
--------------- ------------ ---------------
0 to 99 $50.00 $0.
100 to 599 $ $0.50
600 and above $ $0.40
16. A new Paragraph 3(n) shall be added to the Original Agreement. The new
paragraph 3(n) shall read as follows:
(n) 1) All monthly recurring Central Office Connection ("COC") and
monthly recurring Access Coordination ("AC") charges for domestic
interstate TDS 1.5 Service, TDS-45 Service and DS-O Service are included
in the charges for those services.
2) Rates for domestic interstate TDS 1.5 Service, TDS-45 Service
and DS-0 Service are based on a least mileage routing and the mileage
per route is determined by using the airline mileage between the two
applicable MCI Dedicated Leased Line
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cities in accordance with the calculation as set forth in Section C-11,
Table I, Part A of the Tariff. These rates shall apply only to circuits
that are wholly-owned and operated end-to-end by MCI and the rates shall
not apply to circuits with less than ten percent (10%) domestic
interstate traffic.
The rates for domestic interstate TDS 1.5 Service, TDS-45 Service and
DS-0 Service provided herein are in lieu of any rates, charges,
promotions and discounts available from MCI in the Tariff or applicable
state tariff for the AC< COC and IOC portion of such service including,
without limitation, the Network Pricing Plan(s) specified in the Tariff.
17. A new Paragraph 4 shall be added to the Original Agreement and
subsequent paragraphs shall be renumbered accordingly. The new paragraph 4
shall read as follows:
4. CREDITS AND DISCOUNTS.
a. DEDICATED LEASED LINE INSTALLATION CREDIT
Customer shall receive a credit of up to Fifty Thousand Dollars
($50,000.00) which shall be applied to the one-time installation
and other non-recurring MCI Tariff charges (not including local
exchange carrier or other third party access provider charges)
associated with the implementation of TDS 1.5 Service, DS-0 Service,
and TDS-45 Service. However, in no event shall such credit exceed
Two Thousand Five Hundred Dollars ($2,500) for each MCI TDS 1.5
Service circuit, One Thousand Two Hundred Dollars ($1,200) for DS-0
Service, or Five Thousand Dollars ($5,000) for each MCI TDS-45 Service
circuit. Customer will be entitled to the credits specified in this
paragraph, provided that (i) the credits shall only apply to circuits
ordered and installed during the service term of this Agreement; and
(ii) each circuit must remain in service with MCI for at least
eighteen (18) months after the date of initial installation, unless
terminated to be replaced by another circuit with MCI of equal or
greater length. Customer shall reimburse MCI for any credits received
for circuits terminated and not replaced by another circuit with MCI
of equal or greater length. In addition, for each annual period
during the Service Term following the Seventh Amendment Effective
Date, Customer shall be entitled to a credit that will equal five
percent (5%) of any usage in excess, measured in dollars, of the Six
Million Six Hundred Thousand annual usage commitment. Said credit
shall be applied to the one-time installation and other non-recurring
MCI Tariff charges (not including local exchange carrier or other
third party access provider charges) associated with the
implementation of TDS 1.5 Service, DS-O Service, and TDS-45 Service.
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b. MCI DEDICATED LEASED LINE DISCOUNT.
During each monthly period of the Service Term in which Customer
meets its Monthly Commitment, Customer will receive a discount on
that months IOC charges for MCI domestic interstate Dedicated
Leased Line Service (any combination of domestic interstate
Dedicated Leased Line Service (any combination of domestic
interstate TDS 1.5, TDS-45 or DS-0 Services), net of access
charges, taxes and tax-related surcharges ("Monthly Private Line
Revenue"). This discount will be a percentage of Customer's
Monthly Private Line Revenue, as determined by the following
schedule:
Monthly Private
Line Revenue Discount %
--------------- ----------
$ 25,000 3%
$ 75,000 4%
$150,000 5%
$250,000 6%
c. CITY PAIR DISCOUNT.
In addition to the rates for TDS 1.5 Service set forth above, Customer
will receive a discount on its domestic interstate IOC charges for
multiple TDS 1.5 circuits ordered and installed at the same time
between city pairs pursuant to the following schedule:
Number of TDS 1.5
Circuits in City Pair Discount
--------------------- --------
0-5 0%
6 and above 3%
18. After its execution by MCI, the terms of this Amendment shall be
effective as of July 1, 1996 (hereinafter, Seventh Amendment Effective Date.)
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19. This offer is valid and capable of being accepted by Customer until
December 4, 1996. Any and all prior offers made to Customer, whether written
or oral, shall be superseded by this offer. Except as herein modified or
amended, the provisions, conditions and terms of the Original Agreement shall
remain unchanged and in full force and effect.
GENERAL CORPORATION, INC. MCI TELECOMMUNICATIONS
CORPORATION
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Signature Signature
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Printed Name Printed Name
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Title Title
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Date Date
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