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EXHIBIT 10.11
[MCI LOGO]
MCI TELECOMMUNICATIONS
CORPORATION
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
000 000 0000
FIRST AMENDMENT
This First Amendment is made this 23rd day of Sept. 1996 between LONG DISTANCE
DIRECT, INC. ("Customer") and MCI TELECOMMUNICATIONS CORPORATION ("MCI").
WHEREAS, Customer and MCI entered into a Carrier Agreement signed by Customer
on March 14, 1996, and subsequently accepted by MCI on March 26, 1996 (the
"Agreement").
WHEREAS, Customer and MCI desire to enter into this First Amendment for the
purpose of amending the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Customer and MCI agree as follows:
1. Paragraph 2 of Agreement is hereby deleted and replaced in its entirety
with the following:
2. Monthly Commitment
(a) During each of the first eight (8) months of the
Agreement, Customer shall have no minimum usage requirements.
(b) During the ninth (9) through twelfth (12) monthly
billing periods under this Agreement, Customer's Monthly Usage
shall equal or exceed Two Hundred Fifty Thousand Dollars
($250,000).
(c) During the thirteenth (13th) through fifteenth (15th)
monthly billing periods under this Agreement, Customer's Monthly
Usage shall equal or exceed Five Hundred Thousand Dollars
($500,000).
(d) During the sixteenth (16th) through eighteenth (18th)
monthly billing periods under this Agreement, Customer's Monthly
Usage shall equal or exceed Seven Hundred Fifty Thousand Dollars
($750,000).
(e) During the nineteenth (19th) monthly billing period
through the remainder of the Service term of this Agreement,
Customer's Monthly Usage shall equal or exceed One Million
Dollars ($1,000,000).
(f) For purposes of this Agreement Paragraphs 2(a), 2(b),
2(c) and 2(d) combined shall comprise the "Ramp Period" (as more
fully described in
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Paragraph 14 below). Additionally, each such dollar amount set
forth in the subparagraphs above shall be referred to as the
"Monthly Commitment".
(g) In the event Customer's Carrier Identification Code
("CIC") is not 80 percent (80%) loaded upon the completion of
the fourth (4th) monthly billing period of the Ramp Period, MCI
and Customer shall promptly meet to discuss the extension of the
Ramp Period.
(h) Monthly Usage shall mean Customer's domestic interstate
usage of: MCI Carrier Network Service at the rates identified in
Paragraph 4 below, MCI Carrier Operator Service, MCI Directory
Assistance, MCI Debit Card Units, MCI Card Service, networkMCI
Conferencing, MCI PRISM I Service and MCI 800 DAL Service after
application of discounts earned hereunder, but not including any
applicable taxes (and gross receipts taxes) and tax-related
surcharges on MCI Services. Monthly Usage also includes usage
of: (i) International Service (including MCI Service terminating
in Canada and Mexico) at the rates set forth below but before
any of the discounts earned under this Agreement, and
International 800 DAL Service at standard tariffed rates less
discounts earned under this Agreement (hereinafter
"International Services"), but not including any applicable
taxes (and gross receipts taxes) and tax-related surcharges on
MCI International Services; and (ii) intrastate MCI Services at
standard tariffed rates after application of any applicable
tariffed discounts (hereinafter "Intrastate Services") but not
including any applicable taxes (and gross receipts taxes) and
tax-related surcharges on MCI Intrastate Services.
(i) During and after the Ramp Period, if Customer's Monthly
Usage is less than the applicable Monthly Commitment identified
above, for that month Customer will pay the Customer's actual
combined monthly recurring and usage charges for MCI services at
standard MCI tariffed rates less applicable tariffed discounts,
and an underutilization charge (which Customer agrees is
reasonable) equal to fifteen percent (15%) of the difference
between Monthly Commitment and Customer's Monthly Usage capped
at the Monthly Commitment.
(j) During any three (3) monthly billing periods of the
Service Term ("Quarter") in which Customer's total aggregate
Monthly Usage equals or exceeds an amount equal to three (3)
times the applicable Monthly Commitment or Customer's aggregate
Monthly Usage of CNS Outbound International Subcommitment,
Customer shall receive a credit in an amount equal to any
underutilization charges paid by Customer during such Quarter
for the Monthly Commitment or CNS International Subcommitment,
whichever is applicable. The credit shall be applied to
Customer's domestic interstate invoiced usage charges (excluding
taxes, surcharges and pass-
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through access/egress (or related) charges) appearing on Customer's
monthly invoice following such Quarter.
(k)(i) During each monthly billing period of the eighteen (18) month
Ramp Period in which Customer's Monthly Usage exceeds the Monthly
Commitment, for such month, Customer shall receive a credit equal to the
amount by which Customer's Monthly Usage exceeds the Monthly Commitment.
However, in no event, shall the aggregate value of such credit(s) during
the eighteen (18) month Ramp Period exceed One Million Dollars
($1,000,000).
(ii) If at the conclusion of the eighteen (18) month Ramp Period,
Customer's aggregate credit amount equals or exceeds Seven Hundred Fifty
Thousand Dollars ($750,000), Customer shall be eligible to receive the
credit(s) for two (2) additional monthly billing periods. However, in no
event shall the aggregate value of the credits received during such two
(2) additional monthly billing periods exceed the difference between the
aggregate value of the credit at the conclusion of month eighteen of the
Ramp Period and One Million Dollars ($1,000,000).
(iii) The credits set forth in Paragraphs 2(k)(i) and 2(k)(ii) above
shall be applied to Customer's Monthly Usage charges (exclusive of
applicable taxes, surcharges, and pass-through access/egress (or
related) charges) for MCI Services hereunder.
2. Paragraph 14 of the Agreement is hereby deleted and replace in its entirety
with the following:
14. Term
The Ramp Period under this Agreement shall begin on April 1,
1996, provided Customer executes this Agreement on or before March 31,
1996 and shall continue for eighteen (18) months. Alternatively, the
Ramp Period shall begin on the first day of the first full month
following the execution of this Agreement by MCI ("Effective Date") and
shall continue for eighteen (18) months. The service term shall begin on
the first day of the nineteenth (19th) consecutive monthly billing
period and will continue for a period of thirty (30) months thereafter
("Service Term"). In the event Customer's CIC is not eighty percent
(80%) loaded as identified in Paragraph 2(g) above, MCI and Customer
shall promptly meet to discuss the extension of the Ramp Period. In the
event the Ramp Period is extended, the Service Term shall commence upon
the completion of the revised Ramp Period. Nothing contained herein,
however, shall modify or be deemed to modify MCI's right to terminate
this Agreement either as provided herein, or as authorized in Section
B-11.01 of the Tariff,
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immediately upon notice to Customer if Customer fails or refuses to
provide alternative or additional security requested pursuant to Section
B-7.04 of the Tariff, or to terminate provision of service for any other
cause as provided for in this Agreement. Upon expiration of the Service
Term, Customer shall receive tariffed rates less applicable tariff
discounts for services hereunder.
3. The terms of this First Amendment will become effective, following execution
by both parties, as of the first full month following execution.
4. Except as expressly provided in this First Amendment, all of the terms and
conditions contained in the Agreement shall remain in full force and effect.
5. This First Amendment, together with the Agreement, is the complete
agreement of the parties and supersedes all other prior agreements and
representations concerning its subject matter.
6. This offer will remain open and be capable of being accepted by Customer
until September 27, 1996. Any and all prior offers made to Customer, whether
written or oral, shall be in writing and signed by both parties.
LONG DISTANCE DIRECT, INC. MCI TELECOMMUNICATIONS
CORPORATION
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxx
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Signature Signature
XXXXXX XXXXXXX XXXXXX X. XXXXX
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Printed Name Printed Name
President Director
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Title Title
9/23/96 9/27/96
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Date Date
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