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Exhibit 10.7
FIRST AMENDMENT TO
INTERIM SERVICES AND SYSTEMS REPLICATION AGREEMENT
BY AND AMONG
AT&T CORP., LUCENT TECHNOLOGIES INC. AND XXX XXXXXXXXXXX
THIS FIRST AMENDMENT TO THE INTERIM SERVICES AND SYSTEMS REPLICATION
AGREEMENT (this "Amendment"), is effective as of September 1, 1996, by and among
AT&T Corp., a New York corporation ("AT&T"), Lucent Technologies Inc., a
Delaware corporation ("Lucent Technologies"), and XXX Xxxxxxxxxxx, a Maryland
corporation ("NCR").
WHEREAS AT&T, Lucent Technologies and NCR (collectively, the "Companies")
are parties to the Interim Services and Systems Replication Agreement (the
"Agreement") effective as of February 1, 1996; and
WHEREAS AT&T, Lucent Technologies and NCR desire to amend the Agreement to
replace or delete certain Exhibits or add new Exhibits and establish procedures
for subsequent de minimus changes as more fully described below.
NOW, THEREFORE, in consideration of the premises and for other good and
valid consideration, the receipt and adequacy of which are hereby acknowledged,
the parties, intending to be legally bound, agree as follows:
1. The following changes to the Agreement may be made by mutual agreement of
persons duly authorized by each of the parties to make such changes
without regard to the modification and amendment procedures set forth in
Section 3.7 of the Agreement.
A. Changes in payment obligations of $25,000.00 (twenty five thousand
dollars) or less; and
B. Changes resulting in an extension or reduction of the service period of
up to 6 months or anytime within the calendar year 1996, whichever is
longer.
Changes satisfying the above mentioned conditions require notice to each
companies' Law and CFO Divisions.
2. The following Exhibits to the Agreement are hereby amended as set forth
below:
C. Exhibit TC-1. Exhibit TC-1 is amended and will bear the title "Exhibit
TC-1a" and, in the form attached hereto as Appendix C, will replace TC-1
in its entirety.
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D. Exhibit TC-2. Exhibit TC-2 is amended and will bear the title "Exhibit
TC-2a" and, in the form attached hereto as Appendix D, will replace TC-2
in its entirety.
E. Exhibit TC-4. Exhibit TC-4 is amended and will bear the title "Exhibit
TC-4a" and, in the form attached hereto as Appendix E, will replace TC-4
in its entirety.
F. Exhibit TC-6. Exhibit TC-6 is amended to change the "Expiration" to
"SERVICES TO TERMINATE ON AGREED UPON CUTOVER DATE, NOT TO EXTEND BEYOND
DECEMBER 31, 1996". The amended exhibit will bear the title "Exhibit
TC-6a" and, in the form attached hereto as Appendix F, will replace TC-6
in its entirety.
G. Exhibit TC-8. Exhibit TC-8 is amended to change the "Expiration" to
"SERVICES TO TERMINATE ON AGREED UPON CUTOVER DATE, NOT TO EXTEND BEYOND
DECEMBER 31, 1996". The amended exhibit will bear the title "Exhibit
TC-8a" and, in the form attached hereto as Appendix G, will replace TC-8
in its entirety.
H. Exhibit CS-004 (CFO). Exhibit CS-004(CFO) is amended to change the
"Name of Service" to "PENSION PAYROLL DEVELOPMENT AND PRODUCTION
PROCESSING COSTS". Exhibit CS-004(CFO) is amended to change the
description of "Charge" to "$472,000 FOR 1996" and "SYSTEM DEVELOPMENT
SUPPORT COST IS $24,465.20 PER MONTH" and "PRODUCTION PROCESSING COST IS
$18,958.33 PER MONTH. TOTAL OF $43,423.53 PER MONTH, NOT TO EXCEED
$521,082.36 FOR 1997". Exhibit CS-004(CFO) is amended to add under
"Charge" the following: "THIS SERVICE AGREEMENT REPRESENTS SERVICES
PERFORMED BY AT&T ON BEHALF OF LUCENT TECHNOLOGIES FOR THE PERIOD JANUARY
1, 1997 THROUGH DECEMBER 31, 1997. THE MONTHLY CHARGE FOR SYSTEM
DEVELOPMENT SUPPORT IS BASED UPON ACTUAL HEADCOUNT PERFORMING THIS
FUNCTION. PRODUCTION PROCESSING COST IS BASED UPON THE ESTIMATED ANNUAL
RUN RATE SUPPLIED BY THE C-ITS ORGANIZATION. BOTH CHARGES REPRESENT 70
PERCENT OF THE TOTAL DEVELOPMENT AND PRODUCTION PROCESSING CHARGES FOR
PENSION PAYROLL. AS OF AUGUST 13, 1996, 70 PERCENT OF THE 172,556
PENSIONERS AND ANNUITANTS BELONG TO LUCENT TECHNOLOGIES". Exhibit
CS-004(CFO) is amended to change the "Expiration" to "DECEMBER 31, 1997".
Exhibit CS-004(CFO) is amended to add under "Other Special Terms" the
following: "THIS AGREEMENT CAN BE TERMINATED BY AT&T AND LUCENT
TECHNOLOGIES AT ANY TIME IN 1997 IF MUTUALLY AGREED UPON BY BOTH COMPANIES
AND WITH 60 DAYS ADVANCE NOTICE". The amended exhibit will bear the title
"Exhibit CS-004a(CFO)" and, in the form attached hereto as Appendix H,
will replace Exhibit CS-004(CFO) in its entirety.
I. Exhibit CS-005 (CFO). Exhibit CS-005(CFO) is amended to change the
"Name of Service" to "PENSION PAYROLL OPERATIONS". Exhibit CS-005(CFO) is
amended to change the description of "Charge" to "$1,650,000 FOR 1996" and
"PENSION PAYROLL OPERATIONS CHARGE IS $36,989.19 PER MONTH, NOT TO EXCEED
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$443,870.28 FOR 1997". Exhibit CS-005(CFO) is amended to add under
"Charge" the following: "THIS SERVICE AGREEMENT REPRESENTS SERVICES
PERFORMED BY LUCENT TECHNOLOGIES ON BEHALF OF AT&T FOR THE PERIOD JANUARY
1, 1997 THROUGH DECEMBER 31, 1997. THE MONTHLY CHARGE IS BASED UPON ACTUAL
HEADCOUNT PERFORMING THIS FUNCTION. THE CHARGE REPRESENTS 30 PERCENT OF
THE TOTAL PENSION PAYROLL OPERATIONS COST. AS OF AUGUST 13, 1996, 30
PERCENT OF THE 172,556 PENSIONERS AND ANNUITANTS BELONG TO AT&T". Exhibit
CS- 005(CFO) is amended to change the "Expiration" to "DECEMBER 31, 1997".
Exhibit CS-005(CFO) is amended to add under "Other Special Terms" the
following: "THIS AGREEMENT CAN BE TERMINATED BY AT&T AND LUCENT
TECHNOLOGIES AT ANY TIME IN 1997 IF MUTUALLY AGREED UPON BY BOTH COMPANIES
AND WITH 60 DAYS ADVANCE NOTICE". The amended exhibit will bear the title
"Exhibit CS-005a(CFO)" and, in the form attached hereto as Appendix I,
will replace Exhibit CS-005(CFO) in its entirety.
J. Exhibit CS-028 (CFO). Exhibit CS-028(CFO) is amended to change the
amount of "Charge" to "$186,230". The amended exhibit will bear the title
"Exhibit CS-028a(CFO)" and, in the form attached hereto as Appendix J,
will replace Exhibit CS-028(CFO) in its entirety.
K. Exhibit CS-044(CFO). Exhibit CS-044(CFO) is amended to change the
"Expiration" to "SEPTEMBER 30, 1996". Exhibit CS-044(CFO) is amended to
change the "Charge" to "ESTIMATED TOTAL CHARGE IS $40,000." The amended
exhibit will bear the title "Exhibit CS-044a(CFO)" and, in the form
attached hereto as Appendix K, will replace CS-044(CFO) in its entirety.
L. Exhibit CS-045(CFO). Exhibit CS-045(CFO) is amended to change the
"Expiration" to "SEPTEMBER 30, 1996". Exhibit CS-045(CFO) is amended to
change the "Charge" to "ESTIMATED TOTAL CHARGE IS $133,336." The amended
exhibit will bear the title "Exhibit CS-045a(CFO)" and, in the form
attached hereto as Appendix L, will replace CS-045(CFO) in its entirety.
M. Exhibit CS-046(CFO). Exhibit CS-046(CFO) is amended to change the
"Description of Service" to "FEBRUARY 1996 -- SEPTEMBER 1996: THIS SERVICE
OR PORTIONS OF THIS SERVICE ARE PROVIDED FOR CP, GBCS, NETWORK SYSTEMS,
GRE AND XXXX LABS. OCTOBER 1996 - DECEMBER 1996: REMITTANCE PROCESSING
INCLUDING STANDARD PAYMENT PROCESSING, EXCEPTION PAYMENT PROCESSING, ABP
APPLICATIONS AND PAYMENTS OPERATIONS SUPPORT; RESOLUTION OF MISDIRECTED
XXXX PAYMENT; APPLICATION OF XXXX PAYMENT TO CUSTOMER'S ACCOUNT;
RECONCILIATION OF PAYMENT DATA TRANSMISSIONS. THIS SERVICE WILL BE
PROVIDED FOR CP ONLY. NOTE: BANK FEES AND BANK FEE MANAGEMENT IS RESIDENT
IN LUCENT TREASURY, EFFECTIVE OCTOBER 1, 1996.". Exhibit CS-046(CFO) is
amended to change the "Charge" to "FEBRUARY 1996 - SEPTEMBER 1996:
$640,583 PER MONTH. ESTIMATED TOTAL CHARGE IS $5,124,664. OCTOBER 1996 -
DECEMBER 1996: $188,225 PER MONTH. ESTIMATED TOTAL CHARGE IS $564,675. THE
CHARGE
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INCLUDES LABOR AND SYSTEM PROCESSING CHARGES." Exhibit CS-046(CFO) is
amended to change the "Expiration" to "DECEMBER 31, 1996." The amended
exhibit will bear the title "Exhibit CS-046a(CFO)" and, in the form
attached hereto as Appendix M, will replace CS-046(CFO) in its entirety.
N. Exhibit CS-048(CFO). Exhibit CS-048(CFO) is amended to change the
"Expiration" to "MAY 31, 1996". The amended exhibit will bear the title
"Exhibit CS-048a(CFO)" and, in the form attached hereto as Appendix N,
will replace CS-048(CFO) in its entirety.
O. Exhibit CS-224(HR). Exhibit CS-224(HR) is amended to change the
"Description of Service" to "PROVIDING COMPANY SHALL PROVIDE STUDENT
RECORDS, TRANSACTION BILLING AND TRAINING ACTIVITY REPORTS". Exhibit CS-
224(HR) is amended to change the "Charge" to "$6.00 (PER STUDENT XXXX),
$35.00 (PER MISCELLANEOUS XXXX) AND AS NEGOTIATED (TELEMARKETING AND AD
HOC REPORTS AS REQUESTED). ESTIMATED TOTAL CHARGE IS $500,000 (INCLUDES
AT&T SCHOOL OF BUSINESS AND TECHNICAL EDUCATION CENTER). COST OF SERVICE
BILLED TO P24104000". Exhibit CS-224(HR) is amended to change the
"Expiration" to "JULY 1, 1996 -- DECEMBER 31, 1996". The amended exhibit
will bear the title "Exhibit CS-224a(HR)" and, in the form attached hereto
as Appendix O, will replace Exhibit CS-224(HR) in its entirety.
P. Exhibit CS-256(HR). Exhibit CS-256(HR) is amended to change the "Name
of Service" to "LEARNING AND PERFORMANCE CENTER TRAINING SERVICES FOR
ASSOCIATES". Exhibit CS-256(HR) is amended to change the "Description of
Service" to "PROVIDING COMPANY SHALL PROVIDE EDUCATION AND TRAINING
SERVICES". Exhibit CS-256(HR) is amended to change the "Charge" to "RATES
AS PUBLISHED IN THE SECOND HALF 1996 SCHEDULES". Exhibit CS-256(HR) is
amended to change the "Expiration" to "JULY 1, 1996 -- DECEMBER 31, 1996".
The amended exhibit will bear the title "Exhibit CS-256a(HR)" and, in the
form attached hereto as Appendix P, will replace Exhibit CS-256(HR) in its
entirety.
Q. Exhibit CS-258(HR). Exhibit CS-258(HR) is amended to change the
"Expiration" to "DECEMBER 31, 1996". The amended exhibit will bear the
title "Exhibit CS-258a(HR)" and, in the form attached hereto as Appendix
Q, will replace Exhibit CS-258(HR) in its entirety.
3. The Agreement is hereby amended to add the following exhibits, which are
attached as Appendices hereto:
R. Exhibit TC-17. Exhibit TC-17, covering VOICE NETWORK SERVICES (U.S.),
is added in the form attached hereto as Appendix R.
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S. Exhibit CS-057(CFO). Exhibit CS-057(CFO), covering TELECOM, ITALIA
FRAUD CONSULTANCY PROJECT - PHASE II, is added in the form attached hereto
as Appendix S.
T. Exhibit CS-058(CFO). Exhibit CS-058(CFO), covering CORPORATE TAX
DEVELOPMENT - MAITLAND, FLORIDA, is added in the form attached hereto as
Appendix T.
U. Exhibit CS-059(CFO). Exhibit CS-059(CFO), covering PAYROLL AND TIME
REPORTING DEVELOPMENT SUPPORT, is added in the form attached hereto as
Appendix U.
V. Exhibit CS-060(CFO). Exhibit CS-060(CFO), covering INTERNATIONAL RISK
ASSESSMENT AND TRAVEL, is added in the form attached hereto as Appendix V.
W. Exhibit CS-061(CFO). Exhibit CS-061(CFO), covering DEVELOPMENT SUPPORT
OF THE DASHBOARD EIS, is added in the form attached hereto as Appendix W.
X. Exhibit CS-266(HR). Exhibit CS-266(HR), covering UNIVERSITY PROGRAMS
SERVICE, is added in the form attached hereto as Appendix X.
Y. Exhibit CS-267(HR). Exhibit CS-267(HR), covering SHARED DEVELOPMENT OF
NEW EDUCATION PROGRAMS, is added in the form attached hereto as Appendix
Y.
Z. Exhibit CS-268(HR). Exhibit CS-268(HR), covering THE PROJECT MANAGEMENT
CURRICULUM, is added in the form attached hereto as Appendix Z.
AA. Exhibit CS-269(HR). Exhibit CS-269(HR), covering MILLION LINE TENDOR
PROJECT AFRICA, is added in the form attached hereto as Appendix AA.
BB. Exhibit CS-270(HR). Exhibit CS-270(HR), covering AT&T EDUCATION AND
TRAINING, is added in the form attached hereto as Appendix BB.
CC. Exhibit CS-339(GPO). Exhibit CS-339(GPO), covering GLOBAL DATA
WAREHOUSE, is added in the form attached hereto as Appendix CC.
DD. Exhibit CS-607(PR). Exhibit CS-607(PR), covering AT&T ADVERTISING
SERVICES - AT&T TEAM '96 NETWORK SYSTEMS, is added in the form attached
hereto as Appendix DD.
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EE. Exhibit CS-608(PR). Exhibit CS-608(PR), covering AT&T ADVERTISING
SERVICES - AT&T TEAM '96 GLOBAL BUSINESS COMMUNICATIONS SYSTEMS, is added
in the form attached hereto as Appendix EE.
FF. Exhibit CS-609(PR). Exhibit CS-609(PR), covering AT&T ADVERTISING
SERVICES - AT&T TEAM '96 CONSUMER PRODUCTS, is added in the form attached
hereto as Appendix FF.
GG. Exhibit CS-715(E&S). Exhibit CS-715(E&S), covering INTERNATIONAL
REGIONAL EH&S SUPPORT - CENTRAL AND LATIN AMERICA, is added in the form
attached hereto as Appendix GG.
HH. Exhibit CS-719(E&S). Exhibit CS-719(E&S), covering INTERNATIONAL
REGIONAL EH&S SUPPORT - AUSTRIA, INDIA AND JAPAN, is added in the form
attached hereto as Appendix HH.
II. Exhibit SR-810(BL). Exhibit SR-810(BL), covering SECURITY COMPUTER
RESOURCE EXCHANGE, is added in the form attached hereto as Appendix II.
JJ. Exhibit CS-825(BL). Exhibit CS-825(BL), covering INFORMATION SYSTEMS
REENGINEERING CENTER, is added in the form attached hereto as Appendix JJ.
KK. Exhibit CS-828(BL). Exhibit CS-828(BL), covering CORE MANAGEMENT
SERVICES, WHICH INCLUDE: FINANCIAL SERVICES, INTELLECTUAL PROPERTY REVIEW
BOARD AND MWBE, is added in the form attached hereto as Appendix KK.
LL. Exhibit CS-829(BL). Exhibit CS-829(BL), covering THEORY OF CONSTRAINTS
TRAINING, is added in the form attached hereto as Appendix LL.
4. The Agreement is hereby amended to delete the following exhibit:
MM. Exhibit CS-014(CFO). Exhibit CS-014(CFO), covering LUCENT TECHNOLOGIES
INC. CONTROLLERSHIP.
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5. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
AT&T CORP.
By:
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Name:
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Title:
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LUCENT TECHNOLOGIES INC.
By:
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Name:
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Title:
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XXX XXXXXXXXXXX
By:
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Name:
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Title:
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