EXHIBIT 10.7
NOTE: PORTIONS OF THIS EXHIBIT (MARKED WITH AN ASTERISK) HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
ADDENDUM NO. 1
This Addendum No. 1 to the Cellular Service Sales Agreement effective
("Agreement") between Ameritel Communications, Inc. (the "Company") and
Cable & Wireless, Inc. ("CWI") modifies the Agreement as follows:
Notwithstanding any provision to the Agreement to the contrary, if at any
time during the initial term or any renewal term of the Agreement either of
the following situations occur: (1) If there is a transfer of control of
the business of CWI, either by merger, acquisition, sale of assets or
otherwise; or (2) If the Company does not match the rates, charges and
quantity discount structure for prospective wireless users set forth in a
firm, written quotation ("Wireless Quotation") received by CWI from another
wireless service provider ("Other Wireless Provider") whereby CWI would act
as an independent sales agent to sell the Other Wireless Provider's
Wireless services which are (i) materially the same as the Wireless
Services set forth in this Agreement, and (ii) for paging services,
provided under a national rate plan platform, and for cellular services,
provided in materially the same geographic areas as the cellular services
under the Agreement. In addition, the Wireless Quotation shall also
include a compensation plan that is at least equal to or more favorable
than the compensation plan set forth in the Agreement.
Ameritel Communications, Inc. Cable & Wireless, Inc.
By:/s/ Xxxxx Xxxx, CEO By: /s/ Xxxxxxx Xxxxx, COO
10/15/97 10/15/97
CELLULAR SERVICE SALES AGREEMENT
THIS AGREEMENT is made and entered into by and between
Ameritel Communications, Inc. (the "Company") and Cable & Wireless, Inc.
("CWI") this day of September 1997.
WHEREAS, the Company has entered into or intends to enter into
agreements with certain facilities based carriers authorizing it to resell
access to and usage of the cellular radio systems ("Cellular Service"),
paging systems, including one-way paging, two-way paging and Voice Now
paging, ("Paging Service"), Specialized Mobile Radio ("SMR"), excluding
Personal Communications Services ("PCS"), (collectively "Wireless Service")
within the territories covered by such agreements as set forth in Schedule
1 ("Territories") as such may be amended from time to time by the Company,
and
WHEREAS, CWI desires on behalf of the Company to solicit
prospective Subscribers to the Company's Wireless Services.
NOW, THEREFORE, in consideration of the mutual agreements and
understandings herein contained, the parties hereto agree as follows:
1. RELATIONSHIP OF THE PARTIES.
The Company hereby agrees that CWI may solicit prospective
Subscribers to the Company's Wireless Service. The Company hereby reserves
to itself the right to market Wireless Service, either directly or through
other sales agents, representatives or referral partners, to potential
Subscribers in the Territories. During the term of this Agreement, CWI
shall not offer or sell Wireless Service provided or sold by any third
party, or refer any Subscribers or potential Subscribers to any other
provider of Wireless Service, in the Territories. During the term of this
Agreement and for a period of one (1) year following expiration or
termination thereof, CWI shall not solicit, directly or indirectly, any
Subscribers of the Company's Wireless Service for the purpose of persuading
such Subscribers to subscribe to Wireless Service provided by anyone other
than the Company. In the event that this Agreement is terminated by CWI
pursuant to the provisions of paragraphs 3(c), 4 or 7(a), the one year
restrictions against solicitation by CWI following such termination shall
not apply.
In performing their respective duties hereunder, the parties
shall adhere strictly to the highest standards of fair dealing and business
conduct. CWI shall adhere to such reasonable procedures as may be
established, from time to time, by the Company regarding the activation and
providing of Wireless Service hereunder, and to all applicable tariffs,
laws, rules and regulations.
2. DUTIES AND RESPONSIBILITIES OF CWI.
(a) Solicitation. The Company authorizes CWI to
solicit and offer Company Wireless Services to CWI's existing and
prospective customers.
The Company shall have the sole right in its discretion to determine
whether to offer Wireless Service to any potential Subscriber referred by
CWI and to determine the terms and conditions of such Wireless Service.
CWI shall utilize forms of the Company's Subscriber application and
Wireless Services agreement, as set forth in Schedule 2 hereto, in its
solicitation activities ("Subscriber Forms"). Potential Subscribers may be
drawn from all classes of potential users of Wireless Service excepting
current Subscribers to the Company's Wireless Service. CWI shall forward
promptly all Subscriber Forms to the Company. No contract between the
Company and a Subscriber shall exist by reason of the delivery of any
Subscriber Form to the Company. Enrolled Subscribers shall be Wireless
Service customers of the Company, subject to the Company's terms and
policies then in effect. CWI shall have no right or obligation to xxxx or
collect from Subscribers or potential Subscribers any money or charges for
Wireless Service, to conduct any sales and marketing activities on behalf
of the Company except as expressly set forth herein, or to provide
Subscribers or potential Subscribers with any customer service and support.
In the event that an order referred by CWI is rejected, the Company will
notify CWI of the reason for such rejection.
(b) Regulatory Matters. This Agreement shall at all
times be subject to (i) changes or modifications to comply with, and
(ii) any necessary approvals of, local, state and federal regulatory
agencies having jurisdiction over the provision of Wireless Service in the
Territories. The Company may add, delete, suspend or modify the rates
for, and/or the particular services comprising, Wireless Service, and
determine whether such changes apply to both existing or future
Subscribers. CWI shall not take any action inconsistent with any efforts
by the Company or any provider of Wireless Service to the Company before
regulatory authorities or others regarding any modification of rates for
Wireless Service.
3. ACTIVATION PROCESSING RESPONSIBILITIES: Provisions of Wireless
Services
(a) The respective responsibilities of the Company and
CWI in connection with processing the activation of Wireless Service for
Subscribers are as set forth in Schedule 2 attached hereto.
(b)(i) The Company shall be responsible, at its cost
and expense, for providing and delivering (or arranging for delivery) to
Subscribers of the cellular telephones listed on Schedule 2A attached
hereto, which may be amended by the Company from time to time on notice to
CWI. In the event that Schedule 2A is amended by the addition of other
models of cellular telephones approved in advance by CWI, the Company may,
at its option, require the Subscriber to reimburse it for the Company's
cost of purchasing such telephones, if such cost exceeds $150.
(ii) The Company shall be responsible for
delivering, or arranging for the delivery, to Subscribers of all pagers
sold pursuant to the terms of this Agreement. The Company shall xxxx
Subscribers directly for all pagers purchased utilizing an acceptable Visa,
MasterCard, Discover or American Express credit card. In the event the
purchaser is a larger centrally billed Subscriber, the Company will invoice
the purchaser directly.
(c) Upon activation, the Company shall provide
Subscribers within the Territories with available Wireless Services
pursuant to the then current rates, terms and conditions of the Company's
Wireless Service agreement, as amended or modified from time to time by the
Company in its sole
discretion. A copy of the Company's current rates and charges for Wireless
Service is attached as Schedule 2B. The Company shall provide CWI with
ninety (90) days notice of any changes in the Territories or in the
Company's schedule of rates and charges but shall incur no liability by
reason of its failure to do so. If such increase exceeds 10% in any twelve
month period, CWI shall have the right to terminate this Agreement
4. ACTIVATION COMMISSIONS; AIRTIME RESIDUALS.
During the term of this Agreement the Company shall pay to CWI
activation commissions ("Activation Commissions"), subject to applicable
chargebacks, and airtime residuals ("Airtime Residuals") in connection with
the enrollment of Subscribers solicited by CWI in accordance with the
attached Schedule 3 (which may be amended by the Company from time to time
on 30 days prior written notice to CWI). In the event that the activation
commissions or airtime residuals set forth in Schedule 3 are reduced by the
Company, CWI at its option may terminate this Agreement. Reductions of
airtime residuals shall not take effect retroactively. Activation
Commissions shall be payable by the Company after the completion of the
first billing cycle following activation of the Subscriber's cellular
telephone (approximately 45 days) and Airtime Residuals shall be payable
within sixty (60) days from each January 1st and July 1st occurring during
the term of this Agreement. Upon termination, CWI's right to receive
Activation Commissions and Airtime Residuals shall terminate, except for
Activation Commissions payable for activations of Wireless Service made
prior to the termination or expiration date.
Disputed amounts shall be paid upon resolution of the dispute.
CWI hereby acknowledges that it has not relied upon any representation,
warranty or guaranty, express or implied, as to its earnings pursuant to
this Agreement.
5. USE OF MARKS BY CWI;
PROTECTION OF THE COMPANY'S RIGHTS.
CWI may use the Marks in any materials utilized in its
solicitation activities on behalf of the Company, subject to the review and
prior written approval by the Company of any such proposed use. CWI shall
neither acquire, nor claim any right, title or interest in or to the Marks
through advertising and sale of the Company's Wireless Services or
otherwise. CWI acknowledges and agrees that it has no right, title or
interest in any of the Marks. If the Company notifies CWI to modify or
discontinue the use of any or all of the Marks, CWI shall do so as soon as
possible after receipt of such notice, at CWI's sole cost and expense. The
Company shall provide CWI at no charge with revised Company sales
literature which incorporates the new Marks and replace at the Company's
own cost and expense, any approved Wireless Services materials prepared by
CWI due to the Company's changes to its Marks. Upon termination or
expiration of this Agreement or this relationship, CWI shall have no right
to continue any use of a Xxxx. The Company agrees to indemnify and hold
CWI harmless from any and all claims, losses and damages or other expenses
(including reasonable attorney's fees) which arise or result from CWI's use
of a Xxxx provided that CWI complies with the terms of this Section 5. Any
unauthorized use of the Marks by CWI shall constitute an infringement of
the rights of the Company in and to the Marks, and shall constitute a
material breach of this Agreement.
6. TERM AND EXTENSION OF RELATIONSHIP.
This Agreement shall be for an initial term of twelve (12)
months commencing on the date of full execution of this Agreement and shall
automatically be extended for successive twelve (12) month periods on the
same terms and conditions as are in effect at the time of such renewal
unless either party shall have given written notice to the other of its
intention not to renew this Agreement at least ninety (90) days prior to
the expiration of the then-current term hereof.
7. TERMINATION OR EXPIRATION OF AGREEMENT.
(a) Termination. Either party shall have the right to
terminate this Agreement immediately upon written notice if the other
(i) makes an assignment for the benefit of creditors; (ii) has an Order for
Relief under Title 11 of the United States Code entered by any United
States Court against it; (iii) has a trustee or receiver of any
substantial part of its assets appointed by any court; or (iv) breaches any
material term or condition of this Agreement which breach is not cured
within fifteen (15) days of notification thereof by the non-breaching
party.
(b) Obligations of CWI Upon Termination or Expiration.
Upon the expiration or termination of this Agreement for any reason, CWI,
shall at the Company's request and at its direction either return to the
Company all materials, if any, identifying or relating to the Company's
business or destroy such materials including but not limited to all
documents, records or other materials, and all copies either xerox or
computer, which were provided to CWI by the Company during the term of this
Agreement.
8. MISCELLANEOUS.
(a) Except to the extent governed by federal law, rules
or regulations, this Agreement shall be interpreted under and governed by
the laws of the State of Georgia without regard to conflicts of law
principles.
(b) If any provision of this Agreement is declared or
found to be illegal, unenforceable, or void, the parties shall negotiate in
good faith to agree on a substitute provision that is legal and enforceable
and which achieves to the greatest extent possible the legal and commercial
objectives of the original provision. If the remainder of this Agreement
is not materially affected by such declaration or finding and is capable of
substantial performance, then the remainder shall continue in full force to
the extent permitted by law.
(c) The rights of the Company and CWI hereunder are
cumulative, and no exercise or enforcement by the Company or CWI of any
right or remedy hereunder shall preclude the exercise or enforcement by the
Company or CWI of any right or remedy hereunder or any right or remedy to
which the Company or CWI is entitled by law. Neither the Company nor CWI
shall be deemed to have waived any of its rights under this Agreement by
virtue of any failure or refusal by that party to exercise any right under
this agreement or to require full compliance by the other party with its
obligations under this Agreement, or by virtue of any failure or refusal to
exercise any right or to require full compliance with respect to the
Company's agreement with any other referral agent. A waiver of any term or
provision of this Agreement may only be given by a written instrument
executed by the waiving party.
(d) Neither the Company nor CWI shall be liable for
loss or damage or be deemed to be in breach of this Agreement if its
failure to perform its obligations results from (i) compliance with any
change that occurs during the term of this Agreement to any law, ruling,
order, regulation, requirement or instruction of any federal, state or
municipal government or any department or agency thereof or any court of
competent jurisdiction which materially adversely affects a party,
(ii) acts or omissions of the other party in violation of this Agreement,
or (iii) acts of God, fires, strikes, embargoes, war, insurrection, riot,
and other causes beyond the reasonable control of the party. Any delay
resulting from any of said causes shall extend performance accordingly or
excuse performance, in whole or in part, as may be reasonable.
(e) Each party ("Indemnifying Party") shall indemnify,
defend and hold the other party and its directors, officers, employees,
agents and/or any assignees thereof (and their respective heirs and legal
representatives) harmless against any liability for any third party claims
or demands arising out of (i) the negligence and wilful misconduct of the
Indemnifying Party, or (ii) any material breach by the Indemnifying Party
of this Agreement.
The Company shall indemnify, defend and hold CWI harmless
from and against all third-party claims, demands, actions, causes of
action, judgments, costs and reasonable attorney's fees and expenses of any
kind arising from or related to the provision and use of Wireless Services.
In no event shall either party be liable for any loss or profits or for any
indirect, incidental, special, exemplary, or consequential damages.
(f) This Agreement, including the exhibits and
schedules thereto, constitutes the entire agreement of the parties hereto
in respect of the subject matter contained herein.
(g) Neither party may assign or transfer this Agreement
without the prior written consent of the other, which consent may not be
unreasonably withheld except that either party may upon written notice to
the other assign its rights and obligations to its affiliates. Subject to
the foregoing sentence, this Agreement is binding upon the parties and
their respective executors, administrators, heirs, assigns and successors
in interest.
(h) All terms, provisions, representations, warranties,
covenants and obligations of either party shall survive the expiration or
termination of this Agreement and the performance by either party hereunder
and shall continue in full force and effect subsequent to, and
notwithstanding such expiration or termination or performance, until they
are satisfied in full or by their nature expire.
(i) Headings to the sections and paragraphs of this
Agreement are to facilitate reference only, do not form a part of this
Agreement, and shall not in any way affect the interpretation hereof.
(j) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument notwithstanding
that all parties are not signatories to each counterpart.
(k) This Agreement may not be modified, amended or
supplemented except by an agreement in writing signed by all of the parties
hereto.
(l) Except as expressly provided herein, nothing herein
expressed or implied is intended or shall be construed to confer upon or
give to any person other than the parties hereto and their successors or
permitted assigns, any rights, benefits or remedies of any kind or
character whatsoever under or by reason of this Agreement.
(m) Neither party shall issue a news release, public
announcement, advertisement, or other form of publicity concerning the
existence or the terms of this Agreement without obtaining prior written
approval from the other party.
9. ACKNOWLEDGEMENT AND REPRESENTATIONS.
Each party represents and warrants that (i) the execution,
delivery and/or performance of this Agreement will not conflict with or
result in any breach of any provision of its charter or by-laws or any
agreement, contract or legally binding commitment or arrangement to which
it is a party, and (ii) it is not subject to any limitation or restriction
(including, without limitation, non-competition, and confidentiality
arrangements) which would prohibit, restrict or impede the performance of
any of its obligations under this Agreement. CWI is acting as an
independent sales agent of the Company and, the Company and CWI agree that
this Agreement does not constitute the parties as principal and agent, a
joint venture, partnership, employment or similar relationship among the
parties, and, unless authorized in writing, neither the Company nor CWI
shall make any express or implied agreements, guarantees or
representations, or incur any indebtedness or obligations, in the name of
or on behalf of the other.
10. DEFINITIONS.
As used in this Agreement, the following terms shall have the
meanings specified in this Article 10.
Marks. Trademarks, trade names, insignia, symbols, decorative
designs, or similar indicia which the Company owns or is licensed or
sublicensed to use in connection with the offering or provision of Wireless
Service or products relating thereto.
Subscriber. The ultimate user of Wireless Service provided by
or through the Company and who purchased Wireless Service from and is
responsible for the payment of charges to the Company.
11. NOTICES.
All notices, request, demands and other communications
hereunder shall be in writing and may be given by personal delivery, by
certified mail, return receipt requested, or by facsimile, electronically
confirmed and followed up immediately by regular mail, or by overnight
carrier to the following addresses or to such other addressor or shall be
designated in writing:
If to the Company:
Ameritel Communications, Inc.
0000-X Xxxxx Xxxxxx Xxxx.
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
with a copy to:
Xxxxxxx X. Xxxxx, Esq.
Cole, Schotz, Meisel, Xxxxxx & Xxxxxxx, P.A.
00 Xxxx Xx.
Xxxxxxxxxx, XX 00000
If to CWI:
Cable & Wireless, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Contract Management
IN WITNESS WHEREOF, intending to be legally bound, the parties
have executed and delivered this Agreement in counterparts by their duly
authorized representatives as of the date first written above.
AMERITEL COMMUNICATIONS, INC.
By /s/ Xxxxx X. Xxxx, Chairman
CABLE & WIRELESS, INC.
By /s/ Xxxxxxx Xxxxx, COO
SCHEDULE 1
THE TERRITORIES
A. Cellular Telephone Service
State MSA/RSA Name
AL Alabama 1 - Franklin
AL Alabama 1 - Franklin
AL Alabama 1 - Franklin
AL Alabama 1 - Franklin
AL Alabama 2 - Xxxxxxx
AL Alabama 2 - Xxxxxxx
AL Alabama 6 - Washington
AL Anniston
AL Birmingham
AL Florence
AL Gadsden
AL Huntsville
AL Mobile
AL Tuscaloosa
AZ Arizona 1 - Mohave
AZ Arizona 2 - Coconino
AZ Arizona 3 - Navajo
AZ Arizona 4 - Yuma
AZ Arizona 5 - Gila
AZ Arizona 6 - Xxxxxx
AZ Arizona 6 - Xxxxxx
AZ Arizona 6 - Xxxxxx
AZ Phoenix
AZ Tuscon
CA Bakersfield
CA California 10 - Sierra
CA California 11 - El Dorado
CA California 12 - Kings
CA California 3 - Alpine
CA California 4 - Madera
CA California 5 - San Luis Obispo
CA Chico
CA Fresno
CA Modesto
CA Napa
CA Redding
CA Sacramento
CA Salinas - Seaside - Monterey
CA San Francisco
CA San Jose
CA Santa Cruz
CA Santa Xxxx - Petaluma
CA Stockton
CA Visalia - Tulare - Porterville
CA Yuba City
CO Colorado 3 - Garfield
CO Colorado Springs
CO Denver
CO Fort Xxxxxxx - Loveland
CO Greeley
FL Honda 1 - Xxxxxxx
FL Florida 3 - Xxxxxx
FL Florida 5 - Xxxxxx
FL Florida 5 - Xxxxxx
FL Fort Xxxxx
GA Athens
GA Atlanta
GA Georgia 3 - Chattooga
HI Hawaii 2 - Maui
HI Honolulu
ID Boise
ID Idaho 4 - Xxxxxx
IL Aurora - Elgin
IL Chicago
IL Illinois 6 - Montgomery
IL Kankakee
IL Rockford
IN Xxxxxxxx
IN Bloomington - Normal
IN Xxxx - Xxxxxxx - East Chicago
IN Indiana 1 - Xxxxxx
IN Indiana 1 - Xxxxxx
IN Indiana 9 - Decatur
IN Indianapolis
IN Kokomo
IN Lafayette
IN Muncie
IN Terre Haute
KY Clarksville - Hopkinsville (TN-KY)
KY Kentucky 7 - Xxxxxxx
KY Kentucky 7 - Xxxxxxx
KY Kentucky 7 - Xxxxxxx
KY Lexington - Fayette
KY Louisville
NE Omaha
NJ Allentown - Bethlehem - Easton (PA-NJ)
NM Albuquerque
NM Las Cruces
NY Binghamton
NY Buffalo
NY Elmira
NY New York 1 - Jefferson
NY New York 2 - Frnaklin
NY New York 3 - Chautaugua
NY New York 4 - Xxxxx
NY Rochester
NY Syracuse
NY Utica - Rome
OH Akron
OH Canton
OH Cleveland
OH Lorain - Elyria
OR Xxxxxx - Springfield
OR Portland
OR Salem
TN Chattanooga (TN-GA)
TN Memphis (TN-AR-MS)
TN Nashville
TN Tennessee 2 - Xxxxxx
TN Tennessee 5 - Fayette
TN Tennessee 5 - Fayette
TN Tennessee 5 - Fayette
TN Tennessee 5 - Fayette
TN Tennessee 7 - Xxxxxxx
TN Tennessee 7 - Xxxxxxx
TN Tennessee 7 - Xxxxxxx
TN Tennessee 9 - Maury
TX El Paso
TX Galveston - Texas City
UT Provo - Orem
UT Salt Lake City
UT Utah 1 - Box Elder
UT Utah 2 - Xxxxxx
VA Richmond
WA Bellingham
WA Bremerton
WA Olympia
WA Richland - Kennewick - Pasco
WA Seattle
WA Spokane
WA Tacoma
WA Washington 1 - Clallam
WA Washington 6 - Pacific
B. (Paging Services)
National Coverage - estimated 200 million POPs.
Note: Additional coverage areas and Wireless Services may be added to this
schedule by Ameritel upon notice to CWI.
SCHEDULE 2
ACTIVATION PROCESSING RESPONSIBILITIES AND PROCEDURES
CABLE & WIRELESS
ACTIVATION & PROCESS FLOWS FOR CELLULAR & PAGING PROGRAMS
TABLE OF CONTENTS:
1. Cellular Conversion Activation Process Flow for Individually Billed
Customer.
2. Cellular Service & Equipment Activation Process Flow for Individually
Billed Customer.
3. Cellular Conversion Activation Process Flow for Business Billed
Customer.
4. Cellular Service & Equipment Activation Process Flow for Business
Billed Customer.
5. Paging Service & Activation Process Flow.
CABLE & WIRELESS
CELLULAR CONVERSION ACTIVATION PROCESS FLOW
FOR INDIVIDUALLY BILLED CUSTOMER
1. CABLE & WIRELESS REPRESENTATIVE WILL NEED TO DO THE FOLLOWING TO
PROCESS A CUSTOMER:
- Check coverage (via hard copy materials or 800# to dedicated
C&W service unit at USCI). If covered, proceed to next bullet.
If not covered, transaction cancelled.
- Cable & Wireless Representative has customer complete an
Ameritel application (Attachment"A").
- Cable & Wireless Representative faxes application to dedicated
C&W service unit at USCI (Using Attachment E) for credit check.
Include current ESN on the application (Attachment "A").
- USCI faxes credit results back to Cable & Wireless
Representative (Using Attachment E). If deposit required, copy
of check or credit card information must be provided on the
application and faxed back to USCI. If customer has deposit
but does not wish to continue, transaction is canceled. If no
deposit required or customer wishes to pay deposit, proceed to
next bullet.
- Cable & Wireless Representative faxes Ameritel application to
USCI for processing (Using Attachment E).
- USCI and Ameritel process activation.
2. USCI WILL PROVIDE THE FOLLOWING BACK TO THE CABLE & WIRELESS
REPRESENTATIVE (We will fax the application back using Attachment E)
TO COMPLETE THE ACTIVATION PROCESS:
- Mobile number
- System ID (which will be written in the mobile number field
next to the mobile number)
3. AT THE SOLE OPTION OF C&W, PHONE WILL BE PROGRAMMED IN ONE OF THE
FOLLOWING THREE WAYS:
- CWI representative will program customer phone;
- Customer will call Ameritel's 1-800 number to program phone; or
- The customer will employ an independent company to program the
phone at a cost not to exceed $35.00, which cost will be
reimbursed by Ameritel and credited to the the customer's
account.
4. TRANSACTION IS COMPLETE.
[Flow chart of above]
Attachment "A" [copy of Ameritel Cellular Service Subscriber Application]
Attachment E [copy of sample fax cover sheet]
CABLE & WIRELESS
CELLULAR SERVICE AND EQUIPMENT ACTIVATION
PROCESS FLOW FOR INDIVIDUALLY-BILLED CUSTOMER
1. CABLE & WIRELESS REPRESENTATIVE WILL NEED TO DO THE FOLLOWING TO
PROCESS A CUSTOMER:
- Check coverage (via hard copy materials or 800# to dedicated
C&W service unit at USCI). If covered, proceed to next bullet.
If not covered, transaction canceled.
- Cable & Wireless Representative has customer complete an
Ameritel application (Attachment"A").
- Cable & Wireless Representative faxes application to dedicated
C&W service unit at USCI (Using Attachment E) for credit check.
Include current ESN on the application (Attachment "A").
- USCI faxes credit results back to Cable & Wireless
Representative (Using Attachment E) on the application. If
deposit required, copy of check or credit card information must
be provided on the application and faxed back to USCI. If
customer has deposit but does not wish to continue, transaction
is canceled. If no deposit required or customer wishes to pay
deposit, proceed to next bullet.
- Calbe & Wireless Representative fills out Purchase Order
(Attachment D), and has customer sign the Minimum Service
Agreement (MSA) (Attachment "C") for the equipment.
- Cable & Wireless Representative faxes Purchase Order and MSA to
USCI (Using Attachment E) for processing.
- USCI and Ameritel process activation.
2. USCI FACILITATES SHIPMENT OF PRE-PROGRAMMED, ACTIVATED PHONE DIRECTLY
TO CUSTOMER. TRANSACTION IS COMPLETE.
[Flow chart of above]
Attachment "A" [copy of Ameritel Cellular Service Subscriber Application]
Attachment C [form of Minimum Service Agreement]
Attachment D [for of Cellular Order/Service Form]
Attachment E [copy of sample fax cover sheet]
CABLE & WIRELESS
CELLULAR CONVERSION ACTIVATION PROCESS FLOW
FOR BUSINESS BILLED CUSTOMER
1. CABLE & WIRELESS REPRESENTATIVE WILL NEED TO DO THE FOLLOWING TO
PROCESS CUSTOMER(S):
- Check coverage for each customer (via hard copy materials or
800# to dedicated C&W service unit at USCI). If covered,
proceed to next bullet. If not covered, transaction cancelled.
- Cable & Wireless Representative has business customer complete
the business portion of the Ameritel application
(Attachment"A"). Three business references, a bank reference
and D&B must also accompany the Ameritel application.
- Cable & Wireless Representative faxes Ameritel application and
reference to a dedicated C&W service unit at USCI (Using
Attachment E) for credit check. May take up to 3 business
days.
- USCI faxes credit results back to Cable & Wireless
Representative (Using Attachment E) on the application. If
deposit required, copy of check or credit card information must
be provided on the application and faxed back to USCI. If
customer has deposit but does not wish to continue, transaction
is canceled. If no deposit required or customer wishes to pay
deposit, proceed to next bullet.
- Cable & Wireless fills out "BUSINESS-BILLED PHONE INFORMATION
SHEET" (Attachment "B") for each customer to be activated.
Must include each customer's current ESN.
- Cable & Wireless Representative faxes application and Business-
Billed Phone Information Sheet to USCI (Using Attachment E) for
processing.
- USCI and Ameritel process activation.
2. USCI WILL PROVIDE THE FOLLOWING BACK TO THE CABLE & WIRELESS
REPRESENTATIVE TO COMPLETE THE ACTIVATION PROCESS (via faxing
completed Attachment "B"):
- Mobile number for each line to be activated
- System ID for each line to be activated.
3. AT THE SOLE OPTION OF C&W, PHONE WILL BE PROGRAMMED IN ONE OF THE
FOLLOWING THREE WAYS:
- CWI representative will program customer phone;
- Customer will call Ameritel's 1-800 number to program phone; or
- The customer will employ an independent company to program the
phone at a cost not to exceed $35.00, which cost will be
reimbursed by Ameritel and credited to the customer's account.
4. TRANSACTION IS COMPLETE.
[Flow chart of above]
Attachment "A" [copy of Ameritel Cellular Service Subscriber Application]
Attachment B [form of Business-Billed Phone Information Form]
Attachment E [copy of sample fax cover sheet]
CABLE & WIRELESS
CELLULAR CONVERSION AND EQUIPMENT ACTIVATION PROCESS FLOW
FOR BUSINESS-BILLED CUSTOMER(S):
1. CABLE & WIRELESS REPRESENTATIVE WILL NEED TO DO THE FOLLOWING TO
PROCESS CUSTOMER(S):
- Check coverage for each customer (via hard copy materials or
800# to dedicated C&W service unit at USCI). If covered,
proceed to next bullet. If not covered, transaction cancelled.
- Cable & Wireless Representative has business customer complete
the business portion of the Ameritel application
(Attachment"A"). Three business references, a bank reference
and D&B must also accompany the Ameritel application.
- Cable & Wireless Representative faxes Ameritel application and
reference materials to a dedicated C&W service unit at USCI
(Using Attachment E) for credit check. May take up to 3
business days.
- USCI faxes credit results back to Cable & Wireless
Representative (Using Attachment E) on the application. If
deposit required, copy of check or credit card information must
be provided on the application and faxed back to USCI. If
customer has deposit but does not wish to continue, transaction
is canceled. If no deposit required or customer wishes to pay
deposit, proceed to next bullet.
- Cable & Wireless has business customer sign the Minimum Service
Agreement (MSA) (Attachment "C") for each phone ordered.
- Cable & Wireless Representative fills out Purchase Order
(Attachment "D") for each phone ordered.
- Cable & Wireless fills out "Business-Billed Phone Information
Form (Attachment "B").
- Cable & Wireless Representative faxes application, MSA,
Purchase Order and Business-Billed Information Formto USCI
(Using Attachment E) for processing.
- USCI and Ameritel process activations.
2. USCI FACILITATES SHIPMENT OF PRE-PROGRAMMED, ACTIVATED PHONE DIRECTLY
TO CUSTOMER. TRANSACTION IS COMPLETE.
[Flow Chart of above]
Attachment "A" [copy of Ameritel Cellular Service Subscriber Application]
Attachment B [form of Business-Billed Phone Information Form]
Attachment E [copy of sample fax cover sheet]
[Paging Process Flow Chart]
Attachment E [copy of sample fax cover sheet]
Attachment F [copy of Paging Order/Service Form]
SCHEDULE 2A
CELLULAR TELEPHONES TO BE PROVIDED BY AMERITEL
- Motorola Flip
- NEC 820
- Nokia 638
- Motorola Populus
- Audiovox MVX 406
Note: The Company may, on notice to CWI in its sole discretion substitute
comparable equipment due to equipment shortages, discontinuations,
pricing and other competitive factors. The Company may also add
models pursuant to Section 3(b)(i) of this Agreement.
SCHEDULE 2B
RATES AND CHARGES
CABLE & WIRELESS CORPORATE RATE PLANS
Listed below are rate plans that can be used by Cable & Wireless to market
to the end consumer.
Markets: Markets including: Denver, Phoenix, Salt Lake, Seattle, Portland,
Colorado Springs, Boise and more.
Minute Range Monthly Charge Peak Rate Off-Peak Rate
0-30 $16.95 $.35 $.35
31-100 $14.95 $.34 $.34
101-200 $12.95 $.33 $.33
201-300 $10.95 $.32 $.32
301 and over $8.95 $.31 $.31
Markets: Markets including: Nashville TN, Memphis TN, Jackson TN,
Chattanooga TN, Louisville KY, Lexington KY, Birmingham AL, Tuscaloosa AL,
Mobile AL, Huntsville AL, Richmond VA, Rockford IL and more.
Minute Range Monthly Charge Peak Rate Off-Peak Rate
0-30 $16.95 $.35 $.35
31-100 $14.95 $.30 $.30
101-200 $12.95 $.25 $.25
201-300 $10.95 $.23 $.23
301 and over $8.95 $.21 $.21
If the billing is consolidated under the individual corporation, then a 5%
discount will be applied to the account.
A more complete listing of rate plans will be provided at a later date.
[a graphics table depicting national retail rates]
AMERITEL CELLULAR PROGRAM
Ameritel provides Cable & Wireless with exciting rate plans and promotions
to market to potential customers.
Compensation: Ameritel will pay a * commission plus residuals for every
activation.
Ameritel will also * fund a variety of cellular phones prices at
approximately * for Cable & Wireless to market to their customers.
Total investment in Cable & Wireless is * per activation plus bonus
commissions.
ANNUAL REVENUE BONUS:
Annual Net Activations Bonus Commission
0 - 10,000 *
10,001 - 20,000 *
20,001 - 30,000 *
30,001 plus *
Net activations is equal to the number of current and active subscribers as
of year end December 31. Bonus Commission is calculated as a percentage of
only billable airtime revenues of qualified net activations.
6/23/97 Ameritel Confidential and Proprietary Information
* THIS PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
CONVERSION PROGRAM
If a customer has an existing cellular phone, Ameritel will offer a special
promotion of 6 months of free monthly access.
Ameritel will also provide Calbe & Wireless an additional * commission for
this type of activation.
CORPORATE PAGING SERVICE PRICING
Numeric Service (Annual Billing/Rate Per Mo.)
Extended
Local Local Regional Nationwide
Standard: $6.95 $9.95 $17.95 $28.95
Total Corporate/Employee Units in Service
1-14 Pagers $5.95 $7.50 $12.95 $20.00
15-29 Pagers $5.00 $6.50 $11.95 $19.00
30-49 Pagers $4.50 $6.00 $10.95 $18.00
50 + Pagers $4.00 $5.50 $9.95 $17.00
Alpha Numeric Service (Annual Billing/Rate Per Mo.)
Extended
Local Local Regional Nationwide
Standard: $12.95 $19.95 $29.95 $44.95
Total Corporate/Employee Units in Service
1-14 Pagers $10.95 $11.95 $20.99 $35.95
15-29 Pagers $9.95 $10.95 $19.99 $34.95
30-49 Pagers $8.95 $9.95 $18.99 $33.95
50 + Pagers $7.95 $8.95 $17.99 $32.95
Multiple Communication Services Billing Discount = 5% off Corporate Base
Rates - (2) Year Billing Option Discount = an addition 5% off Base Rates
Enhanced Services:
Page Recall $0.75
Voice Mail
Standard $4.95
Plus $6.95
Executive $8.95
- Standard = 5 mess., 30 sec mess., 30 sec greeting, 24 hr storage
- Plus = 10 mess., 60 sec mess., 30 sec greeting, 48 hr storage
- Executive = 20 mess., 120 sec mess., 60 sec greeting, 72 hr storage
System Greeting Free
Custom Greeting $2.00
Group Call $2.00
Live Operator Dispatch (per call) $0.50
800 Numbers
Personal (100 calls, $.25 overcall) $4.00
PIN (100 calls, $.25 overcall) $3.00
6/23/97 Ameritel Confidential and Proprietary Information
* THIS PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
AMERITEL PAGING PROGRAM
Pager Products C&W Cost Retail Profit Margin %
Motorola Pronto FLX * * * *
Motorola Express Xtra * * * *
Motorola Wordline (Alpha) * * * *
Motorola Advisor Gold
FLX (Alpha) * * * *
ANNUAL REVENUE BONUS:
Annual Net Activations Bonus Commission
0 - 20,000 *
20,001 - 30,000 *
30,001 - 40,000 *
40,001 plus *
Net activations is equal to the number of current and active subscribers as
of year end December 31. Bonus Commission is calculated as a percentage of
only billable airtime revenues of qualified net activations.
CABLE & WIRELESS EMPLOYEE PAGING SERVICE RATES
- Annual Billing Plan w/Prepayment Required
Number of pages included/overcall cost per page
Numeric - Local *
Numeric - Extended Local *
Numeric - Regional *
Numeric - Nationwide *
Alpha-Numeric pages included/overcall Cost.
Alpha-Numeric - Local *
Alpha-Numeric - Extended Local *
Alpha-Numeric - Regional *
Alpha-Numeric - Nationwide *
Enhanced Services
Page Recall *
Voice Mail
Standard *
Plus *
Executive *
- Standard = 5 mess., 30 sec mess., 30 sec greeting, 24 hr storage
- Plus = 10 mess., 60 sec mess., 30 sec greeting, 48 hr storage
- Executive = 20 mess., 120 sec mess., 60 sec greeting, 72 hr storage
System Greeting *
Custom Greeting *
Group Call *
Live Operator Dispatch (per call) *
800 Numbers
Personal (100 calls, $.25 overcall) *
PIN (100 calls, $.25 overcall) *
All Employees are required to prepay for ANNUAL service at time of
Activation.
6/23/97 Ameritel Confidential and Proprietary Information
* THIS PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
SCHEDULE 3
ACTIVATION COMMISSIONS AND AIRTIME RESIDUALS
1. Activation Commissions. The Company shall pay CWI an
Activation Commission of * for each activation of Cellular Service of an
individual Subscriber solicited by CWI on the Company's behalf, less
chargebacks, as set forth in Section 2.
2. Chargebacks. The Company shall charge back, against Activation
Commissions payable to CWI, the amount of * (Activation Commissions) for
each Subscriber whose Cellular Service is terminated for any reason within
six (6) months after activation.
3. Activation Commission Payment Reports. Each payment of
Activation Commissions shall be accompanied by a written report prepared by
the Company which shall include the name of each Subscriber for whom an
Activation Commission is being paid, the telephone number and electronic
service number of the telephones activated, and details of chargebacks
deducted by the Company during the period covered by the report.
4. Airtime Residuals. The Company shall pay to CWI semi-annual
airtime residuals ("Airtime Residuals") which shall be equal to a
percentage of airtime charges billed to all Subscribers for Cellular
Service for each six (6) month period ending June 30th and December 31st
during the term of this Agreement, as follows:
Amount of Residual
Number of Subscribers (% of) Airtime Charges
0-10,000 *
10,001 - 20,000 *
20,001 - 30,000 *
30,000 + *
For purposes of determining the Airtime Residuals, the term "airtime
charges" shall mean the total mount of all charges billed in arrears by the
Company to Subscribers for minutes in excess of "free" minutes and shall
not include roaming charges, long distance charges, special features
charges, or monthly access charges. The number of Subscribers utilized in
calculating the Airtime Residuals shall be that number of active
Subscribers who, as of the close of business on each June 30th and
December 31st of each year during the term of this Agreement, have
continuously maintained Cellular Service over the entirety of the just
concluded six month period.
5. Paging Commissions.
(a) Airtime Residuals. The Company shall pay to CWI semi-
annual airtime residuals ("Paging Airtime Residuals") which shall be equal
to a percentage of airtime charges billed to Subscribers for Paging Service
during each six (6) month period ending June 30th and December 31st during
the term of this Agreement as follows:
Amount of Residual
Number of Subscribers (% of) Airtime Charges
0-20,000 *
20,001 - 30,000 *
30,001 - 40,000 *
40,000 + *
* THIS PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
For purposes of determining the Paging Airtime Residual, the term "airtime
charges" shall mean the total of all charges billed by the Company for
pages by Subscribers (i.e., free pages awarded in promotions and otherwise
shall not be included in airtime charges). The number of Subscribers
utilized in calculating the Paging Airtime Residuals shall be that number
of active Subscribers who, as of the close of business on June 30th and
December 31st of each year during the period of the Agreement, have
continuously maintained Paging Service over the entirety of the just
concluded six month period.
