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[U.S. Long Distance Logo]
August 21, 1996
VIA FACSIMILE 000-000-0000
Xx. Xxxxxx X. Xxxxxxx
President
Communications Central, Inc.
0000 Xxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
RE: TELECOMMUNICATIONS AGREEMENT
Dear Xx. Xxxxxxx:
This letter amends that certain Telecommunications Agreement dated January 11,
1995 (the "January 11 Agreement") by and between U. S. Long Distance, Inc.
("USLDI") and Communications Central, Inc. ("CCI"), as amended by the agreement
of February 23, 1996 (the "February 23 Agreement"), copies of which are attached
hereto as Exhibit "A" and incorporated herein for all purposes (collectively,
the "Agreement"), as follows:
1. Paragraph 2, of the January 11 Agreement, is hereby amended in its entirety
to read as follows:
"2. For the telecommunications services as set forth in (a) through (f)
and (h) above, CCI agrees to pay USLDI as follows:
(a) For services rendered by USLDI pursuant to subparagraphs 1(a)
through 1(h) above, $0.50 per completed automated call until
August 31, 1998;
(b) For services rendered by USLDI pursuant to subparagraphs 1(a)
through 1(h) above, $1.15 per completed live call until August
31, 1998;
(c) For services rendered by USLDI pursuant to subparagraph 1(h)
above, $0.08 per minute for origination charges, billed in
six-second increments and $0.06 per minute for termination
charges, billed in full minute increments;
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Communications Central, Inc.
August 21, 1996
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(d) In the event USLDI elects to utilize automated collect call
processing for any or all of the pay telephones under this
Agreement, $0.50 per completed automated collect call through
August 31, 1998; and
(e) Services above will not include "211" services. For such repair
and refund services (211), USLDI will charge $0.65 per call and
$.08 per origination."
2. Paragraph 3, of the January 11 Agreement, is hereby amended in its entirety
to read as follows:
"3. CCI must xxxx no fewer than 475,000 operator service calls per quarter
pursuant to the Agreement beginning August 1, 1996 to July 31, 1997
and 400,000 operator service per quarter calls from August 1, 1997 to
July 31, 1998. In the event CCI bills fewer than 475,000 operator
service calls per quarter for the first year and 400,000 operator
service calls per quarter for the second year, CCI shall promptly pay
USLDI $.70 for each call that is below the minimum."
3. Paragraph 4, of the January 11 Agreement, is hereby amended by substituting
the "August 31, 1998" for "December 31, 1997" as the expiration date of the
Agreement in the first sentence. The remaining provisions of Paragraph 4
are unchanged.
4. Paragraph 8, of the January 11 Agreement, is hereby deleted in its
entirety.
5. Paragraph 9, of the January 11 Agreement, is hereby deleted in its
entirety.
6. Paragraph 11 of the Agreement is hereby amended by adding the following
paragraph:
"The outstanding warrant to purchase 125,000 shares of the common stock of
U.S. Long Distance Corp. shall be adjusted in exercise price and number of
warrants granted as set forth in Article IV of the Distribution Agreement
by and between U.S. Long Distance Corp. and Billing Information Concepts
Corp. ("BICC"), a copy of such Article IV being attached here to as Exhibit
"D" and incorporated herein for all purposes, in order to prevent any
diminution in value of such warrants as a result of a the spin-off by the
Company of BICC. All of the foregoing adjustments made in respect of CCI's
warrant position shall be made in a manner and on terms consistent with
other adjustments made by U.S. Long Distance Corp. and BICC on behalf of
other similar warrant and option holders U.S. Long Distance Corp. agrees to
amend its warrant agreement with CCI to
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Communications Central, Inc.
August 21, 1996
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provide standard anti-dilution protections and adjustments in favor of CCI
in respect of any future merger, stock purchase, asset purchase,
combination, divestiture, spin-off or other similar transaction. Further,
U.S. Long Distance Corp. agrees to amend its Distribution Agreement with
BICC pursuant to Section 4.04 to provide the same anti-dilution features
pertaining to the BICC common stock. In addition, U.S. Long Distance Corp.
and BICC agree to register the shares of stock underlying the warrants
within thirty (30) days after the warrants vest under the Agreement."
7. A new Paragraph 13 is hereby added to the Agreement as follows:
"13. CCI agrees to enter into a Telecommunications Agreement whereby USLDI
shall provide dedicated and switched long distance services in
addition to the Origination and Termination minutes for their operator
service and 211 service calls, at the rates set forth in the schedules
attached hereto as Exhibit "B" and incorporated herein for all
purposes. Such agreement shall provide that CCI shall process no
fewer than 6,000,000 billable long distance minutes quarterly
beginning September 1, 1996 and ending August 31, 1997; 8,000,000
billable long distance minutes quarterly beginning September 1, 1997
and ending August 31, 1998; and, in the event CCI processes fewer than
the agreed minimum billable long distance minutes per quarter, CCI
shall promptly pay USLDI $0.03 for each long distance minute that is
below the minimum."
8. Notwithstanding any provision in the Agreement or this Amendment to the
contrary, CCI shall have the right, in its sole discretion and without
penalty, to terminate only the Operator Services portion of the Agreement
by giving USLDI thirty (30) days' written notice if:
(a) At any time during the term of the Agreement, the Federal
Communications Commission ("FCC") or any other regulatory agency
imposes regulations based on limiting charges for Interstate
operator-assisted calls to an amount up to and including thirty
percent (30%) above dominant or largest carrier rates, either as
a benchmark, rate ceiling or otherwise, pursuant to the Second Further
Notice of Proposed Rulemaking in FCC Docket No. 92-77 ("NPRM"), or
pursuant to any other applicable proceeding; and/or
(b) If the FCC imposes regulations that cause or have the effect of
causing USLD to change the branding associated with Interstate
operator assisted calls originating from CCI's telephones, such that
the branding incorporates specific language or rate elements in a
manner not universally
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Communications Central, Inc.
August 21, 1996
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imposed upon all Interexchange Carriers, or that cause delineation of
rates to allow for comparison between operator or payphone services
providers, CCI, upon such change, shall have the right to terminate
the Agreement
9. USLDI agrees that if, during the term of the Agreement or this Amendment,
it obtains any reductions or increases in its access charges, it shall pass
all such reductions through to CCI.
10. CCI shall have the right, upon fourteen (14) days' written notice, to audit
all records maintained by USLDI relating to the Agreement or this
Amendment.
11. The Commission Structure attached to the January 11th Agreement is hereby
amended in its entirety and is hereby replaced by the Commission Structure
attached herein as Exhibit "C" to this Agreement.
If the foregoing represents your agreement and understanding, please execute in
the space provided below and return by facsimile (210-979-0956) to the
undersigned, and I shall cause the appropriate documents to be executed and
forwarded to you.
Sincerely,
U. S. LONG DISTANCE CORP.
By: /S/ XXXXX X. XXXXX
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Xxxxx Xxxxx
President
U. S. LONG DISTANCE, INC. AGREED TO AND ACCEPTED
on this 30TH day of AUG., 1996:
By: /S/ XXXX XXXXXXX COMMUNICATIONS CENTRAL, INC.
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Xxxx Xxxxxxx
Senior Vice President
Sales/Customer Service By: /S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
President
