EXHIBIT 10.64
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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.***
[LOGO]
[LETTERHEAD OF MCI]
SIXTH AMENDMENT TO MCI CARRIER AGREEMENT
This Sixth Amendment is made as of this 11 day of Sept, 1996, between MCI
TELECOMMUNICATIONS CORPORATION ("MCI") and ASSOCIATED COMMUNICATIONS COMPANIES
OF AMERICA (ACCA) ("Customer"), an association of carriers which are subject to
the Communications Act of 1934, as amended, with offices located at 000 Xxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000.
WHEREAS, Customer and MCI entered into an MCI Carrier Agreement, signed by MCI
on November 9, 1995, as heretofore amended (as amended, the "Agreement"); and
WHEREAS, Customer and MCI desire to enter into this Sixth Amendment for the
purpose of further amending the Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Customer and MCI agree as follows:
1. Exhibit C to the Agreement is hereby deleted and replaced by Exhibit C
attached to this Sixth Amendment.
2. Exhibit C.1 to the Agreement is hereby deleted and replaced by Exhibit
C-1 attached to this Sixth Amendment.
3. The terms of this Sixth Amendment will become effective, upon execution
and delivery by both parties hereto, as of September 1,1996.
4. Except as expressly provided in this Sixth Amendment, all of the terms
and conditions contained in the Agreement shall remain in full force and effect.
5. This Sixth Amendment, together with the Agreement, is the complete
agreement of the parties and supersedes all other prior agreements and
representations concerning its subject matter.
6. This offer will remain open and be capable of being accepted by
Customer until September 1, 1996. Any and all prior offers made to Customer,
whether written or oral, shall be superseded by this offer. Any further
amendments must be in writing and signed by both parties.
MCI CONFIDENTIAL
ASSOCIATED COMMUNICATION MCI TELECOMMUNICATIONS
COMPANIES OF AMERICA (ACCA) CORPORATION
/s/ Xxxx Xxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------ -----------------------------------
Authorized Signature Authorized Signature
Xxxx Xxxxxxx V.P. Xxxxxx X. Xxxxx, Director
------------------------------ -----------------------------------
Print Name and Title Print Name and Title
9-11-96 9/18/96
------------------------------ -----------------------------------
Date Date
MCI CONFIDENTIAL
-2-
EXHIBIT C
MCI FEATURE CARD SERVICE AND
ASSOCIATED FEATURE SERVICES DISCOUNT
A. MCI Feature Card Service (Option T).
When used under this Paragraph A, MCI Feature Card Service shall refer to
such service only as accessed by dialing the unique 800 access number
assigned by MCI to the MCI Feature Card Service.
1) For domestic (i.e., within the U.S., but excluding Alaska,
Hawaii, Puerto Rico and the U.S. Virgin Islands) interstate usage of MCI
Feature Card (exclusive of monthly recurring charges, taxes, surcharges,
installation charges, MCI Feature Card surcharges, Directory Assistance
charges, charges for local access/egress services or facilities, and
enhanced feature charges associated with MCI Feature Card Service),
Customer shall pay a postalized rate of [___] per minute.
2)(a) For domestic intrastate usage of MCI Feature Card (exclusive of
monthly recurring charges, taxes, surcharges, installation charges, MCI
Feature Card surcharges, Directory Assistance charges, charges for local
access/egress services or facilities, and enhanced feature charges
associated with MCI Feature Card Service), Customer shall pay standard
tariff rates for MCI Feature Card Service in each applicable MCI state
tariff.
(b) Customer shall receive a credit for domestic intrastate usage of
MCI Feature Card Service, which when combined with the rates identified in
2)(a) above, shall yield the postalized rate of [___] per minute (exclusive
of monthly recurring charges, installation charges, MCI Feature Card
surcharges, Directory Assistance charges, charges for local access/egress
services or facilities, and enhanced feature charges associated with MCI
Feature Card Service).
(c) The credit amount provided for in 2)(b) above shall be applied to
Customer's domestic interstate monthly usage charges (exclusive of monthly
recurring charges, taxes, surcharges, installation charges, MCI Feature
Card surcharges, Directory Assistance charges, charges for local
access/egress services or facilities and enhanced feature charges
associated with the MCI Feature Card Service). The credit amount in any
month shall not exceed such interstate monthly usage charges and shall not
be carried forward to any subsequent month.
MCI CONFIDENTIAL
C-1
3) For MCI Feature Card Service usage originating in international
countries (excluding Canada, Puerto Rico and the U.S. Virgin Islands),
Customer will pay standard tariff rates (together with any applicable
monthly recurring charges, taxes, surcharges, installation charges, MCI
Feature Card surcharges, Directory Assistance charges, charges for local
access/egress services or facilities and enhanced feature charges
associated with the MCI Feature Card Service).
4) During each month of the service term, Customer shall receive a
credit calculated by multiplying the discount percentage determined below
times Customer's domestic interstate, intrastate (after application of the
credit described in Paragraph 2)(b) above) and international usage charges
of MCI Feature Card Service (exclusive of monthly recurring charges, taxes,
surcharges, installation charges, MCI Feature Card surcharges, Directory
Assistance charges, charges for local access/egress services or facilities,
and enhanced feature charges associated with MCI Feature Card Service). The
discount percentage shall be as follows:
Total Revenue Discount Percentage
------------- -------------------
$ [__________] [___]
[_________________] [___]
[_________________] [___]
[_________________] [___]
[_________________] [___]
[_________] [___]
The credit amount shall be applied to Customer's domestic interstate
monthly usage charges (exclusive of monthly recurring charges, taxes,
surcharges, installation charges, MCI Feature Card surcharges, Directory
Assistance charges, charges for local access/egress services or facilities
and enhanced feature charges associated with the MCI Feature Card Service),
after application of the credit described in 2)(b) above. The credit amount
in any month shall not exceed such interstate monthly usage charges and
shall not be carried forward to any subsequent month.
5) The following MCI Feature Card surcharges shall be charged on all
direct dial MCI Feature Card calls.
From To Dial
---- -- ----
United States U.S., Puerto Rico
("U.S.") U.S. Virgin Islands,
Alaska and Hawaii [____]
MCI CONFIDENTIAL
C-2
U.S. U.S., within same state
(domestic intrastate) [____]
Puerto Rico U.S. [____]
U.S. Virgin U.S. [____]
Islands
U.S., Puerto Rico Canada
and U.S. Virgin
Islands [____]
U.S., Puerto Rico International Locations
arid U.S. Virgin Other than Canada [____]
Islands
Canada U.S ., Puerto Rico and
U.S. Virgin Islands [____]
Canada International Locations [____]
6) The above discounts for MCI Feature Card Service are in lieu of
any Tariff discounts including, without limitation, the discounts for MCI
Feature Card Service available under MCI VIP, MCI VIP Plus, MCI MOD and MCI
CAS Service.
7) For MCI Feature Card Service, Customer shall pay MCI for the
fulfillment costs associated with Customer's usage of MCI Feature Card
Service, plus an administrative charge for handling fulfillment in an
amount equal to [_____] percent [___] of the fulfillment costs.
8) For MCI Feature Card Service, MCI shall provide the fraud
detection procedures set forth in Exhibit C-1, attached hereto and
incorporated herein by reference. Customer shall be responsible for all
fraud associated with its usage of MCI Feature Card Service, except as set
forth in Exhibit C-I.
B. Discounts on Non-Tariffed Feature Services.
1) Customer will be entitled to the following applicable incremental
discounts on Customer's usage of non-tariffed Card Feature Services (MCI
Messenger Service, *3
MCI CONFIDENTIAL
C-3
Flexible Routing for Voice Mail, Voice News Network and Speed Dialing) as
determined by Customer's Non-Tariffed Feature Services Monthly Usage (as
defined below):
Non-Tariffed
Feature Services
Monthly Usage Discount
------------- --------
[_________________] [__]
[_________________] [__]
[_________________] [__]
[_________________] [__]
[_________________] [__]
[_________________] [__]
[_________] [__]
The above discounts shall apply only to Customer's usage of non-tariffed
Feature Services provided pursuant to MCI's standard terms and conditions
for such services, but not to charges for installation, taxes or
surcharges, and charges for local access/egress services or facilities
associated with non-tariffed Feature Services.
2) Non-Tariffed Feature Services Monthly Usage shall mean Customer's
monthly combined recurring and usage charges for non-tariffed Feature
Services at standard pricing but not including taxes (and gross receipts
taxes), surcharges, and any charges for MCI Tariff or state tariff
services.
C. Discounts on Tariffed Feature Services.
1) Customer will be entitled to the following applicable incremental
discounts on customers usage of tariffed Card Feature Services (i.e.,
conference calling) as determined by Customer's Tariffed Feature Services
Monthly Usage (as defined below):
Tariffed
Feature Services
Monthly Usage Discount
------------- --------
[_________________] [__]
[_________________] [___]
[_________________] [___]
[_________________] [___]
[_________________] [___]
[_________________] [___]
MCI CONFIDENTIAL
C-4
[________] [___]
The above discounts shall apply only to Customer's usage of tariffed
Feature Services provided pursuant to MCI's standard terms and conditions
for such services, but not to charges for installation, taxes or
surcharges, and charges for local access/egress services or facilities
associated with tariffed Feature Services.
2) Tariffed Feature Services Monthly Usage shall mean Customer's
monthly combined recurring and usage charges for tariffed Feature Services
at standard pricing but not including taxes (and gross receipts taxes),
surcharges, and any charges for MCI Tariff or state tariff services.
MCI CONFIDENTIAL
C-5
EXHIBIT C-1
MCI FEATURE CARD FRAUD DETECTION PROCEDURES
===================================
All calling card calls will be validated by MCI to permit only those calls
authorized or facilitated by Associated Communications Companies of America or
legitimate card holders. MCI will, at the direction of Member, preclude all
calls utilizing expired or terminated calling card numbers compared against an
authorized list provided by Member and will be responsible for all fraudulent
use, unauthorized use, misuse, or abuse of calling cards occurring after MCI
receives actual notice of the expiration or termination of a calling card or
receives specifically detailed written notification concerning any card which
has been lost, stolen, compromised or which Member has reason to believe is or
may be used fraudulently. MCI will deactivate a calling card within four (4)
hours of receipt by MCI's Consumer Markets Fraud Detection of a request by
Member.
In addition, all calling card calls will be monitored by MCI for fraudulent use,
unauthorized use, misuse or abuse on a twenty four (24) hour a day, seven (7)
days a week basis. MCI shall establish fraud prevention, detection and
minimization procedures so that fraudulent use arising from lost or stolen
calling cards and potential disruption to authorized card holders will be
minimized.
MCI will not hold the Member responsible for "service fraud" associated with the
unauthorized use of an MCI calling card. "Service fraud" can best be described
as unauthorized use of an MCI calling card following the involuntary theft or
loss of a card which was not intentionally facilitated or impliedly authorized
by Member or an authorized user. "Service fraud" often follows the theft of a
wallet, purse or briefcase, or sometimes is the result of "shoulder surfing"
(thieves observing/recording authorization codes) which occurs at payphones
located in airports, bus terminals, train stations and the like. MCI shall not
be responsible for losses caused by fraudulent information submitted by a card
holder in subscribing for calling card services or for usage which was
intentionally facilitated or impliedly authorized by an authorized user.
In the event that MCI is unable to contact Member of suspected abuse of the
calling card, in order to minimize potential abuse, MCI will deactivate any
calling card which has exceeded established fraud detection parameters or which
MCI has reason to believe is or may be used fraudulently.
MCI CONFIDENTIAL
C-1-1
