SIXTH AMENDMENT TO CONTRACT FOR ALASKA ACCESS SERVICES
This SIXTH AMENDMENT TO CONTRACT FOR ALASKA ACCESS SERVICES ("Sixth
Amendment") is made and entered into as of this 14th day of February, 2001
(the "Effective Date"), by and between GENERAL COMMUNICATIONS, INC. and its
wholly owned subsidiary, GCI COMMUNICATIONS CORP., an Alaska corporation
(together, "GCI") with offices located at 0000 Xxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxxxx 00000-0000 and MCI WORLDCOM NETWORK SERVICES, INC. ("MWNS"),
formerly known as MCI Telecommunications Corporation, with offices located at
0000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
RECITALS
WHEREAS, GCI and MWNS entered into that certain Contract for Alaska
Access Services dated January 1, 1993 (the "Original Agreement"), as amended by
(i) the First Amendment to Contract for Alaska Access Services dated Xxxxx 0,
0000, (xx) the Third Amendment to Contract for Alaska Access Services dated
Xxxxx 0, 0000, (xxx) the Fourth Amendment to Contract for Alaska Access Services
dated as of January 1, 1999, and (iv) the Fifth Amendment to Contract for Alaska
Access Services dated August 7, 2000 (the "Fifth Amendment") (the Original
Agreement together with all subsequent amendments thereto is sometimes
hereinafter referred to as the "Agreement") which sets forth the general terms
and conditions under which GCI provides certain telecommunications services to
MWNS; and
WHEREAS, MWNS and the General Services Administration ("GSA") have
entered into an agreement for the provision of telecommunications services by
MWNS to GSA. MWNS desires to purchase certain services from GCI pursuant to the
Agreement in support of the awarded government contract; and
WHEREAS, effective September 30, 1999 WorldCom Network Services, Inc.
merged into MWNS pursuant to that certain Certificate of Merger dated as of
September 15, 1999; and
WHEREAS, MWNS and GCI desire to further amend the Agreement to modify
certain terms and conditions under which GCI will lease FTS2001 Service (as
defined herein) to MWNS.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Definition of Terms. All capitalized terms used in this Sixth
Amendment but not defined herein shall have the meanings given to such terms in
the Agreement. Additionally, any
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reference to "MWNS" in this Sixth Amendment shall be a reference to "MCI" in the
Agreement, as amended, and vice versa.
2. Replacement of Pricing Schedule. As of the Effective Date, the
Pricing Schedule attached to the Fifth Amendment as Schedule B is hereby deleted
in its entirety and the Pricing Schedule attached to this Sixth Amendment as
Schedule B shall be substituted in lieu thereof.
3. Modification of Statement of Work.
(A) As of the Effective Date, Section 3.1(c) of the Statement
of Work attached to the Fifth Amendment as Schedule F is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"c) "Non-equal access areas, within Alaska, will be served
using PIC service or the FTS2001 calling card."
(B) As of the Effective Date, the third paragraph of Section
4.2.1 of the Statement of Work attached to the Fifth Amendment as Schedule F is
hereby deleted in its entirety and the following is substituted in lieu thereof:
"GCI Marketing will perform the following once the PIC orders
are received:
- Upon receipt of PIC orders from MCIW, GCI will review orders to
determine which NPA/NXXs are in equal access areas and non-equal
access areas. GCI will notify the MCIW account team of requests
in non-equal access areas. The customer may choose either
calling card or PIC service. GCI will work with AlaskCom to
provide PIC service to non-equal access areas.
- GCI will advise MCIW of the GCI FTS20001 Agency account for
billing to MCI WorldCom.
- MCIW and GCI will reconcile ANI inventory information based on
customer provided information, LEC provided information and GCI
provided information
- GCI will implement the PIC changes with the local telco's. GCI
will notify the MCIW PMO upon PIC completion and will assist
with customer testing as necessary."
4. Effect of Amendment. All terms and conditions of the Agreement not
modified by this Sixth Amendment shall remain in full force and effect.
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5. Further Assurances. MWNS and GCI shall cooperate in good faith, and
shall enter into such other instruments and take such other actions as may be
necessary or desirable, to fully implement the intent of this Sixth Amendment.
6. Counterparts. This Sixth Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned authorized representatives of MWNS
and GCI have executed and delivered this Sixth Amendment as of the date first
written above.
GENERAL COMMUNICATIONS, INC. MCI WORLDCOM NETWORK SERVICES, INC.
By: /s/ By: /s/
Name: Xxxxxxx Xxxxxxxx Name: Xxx Xxxxxx
Title: VP/GM Wholesale Services Title: Vice President
Date: February 14, 2001 Date: March 5, 2001
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Schedule B
Pricing Schedule
Telecommunication Services Pricing Structure Dedicated Access
Switched - Voice and Data (1), (2)
Gov't switched location (equal access and non equal access PIC service) $********** **********
to Gov't switched location
Gov't switched location (equal access and non equal access PIC service) $********** **********
to Gov't dedicated location
Gov't switched location (equal access and non equal access PIC service) $********** **********
to non Gov't switched location
Gov't switched location (equal access and non equal access PIC service) $********** **********
to lower 48
Gov't dedicated location to Gov't switched location $********** **********
Gov't dedicated location to Gov't dedicated location $********** **********
Gov't dedicated location to non Gov't switched location $********** **********
Gov't dedicated location to lower 48 $********** **********
Gov't switched location (non equal access) to Gov't switched location $********** **********
(For Calling Card only)
Gov't switched location (non equal access) to Gov't dedicated location $********** **********
(For Calling Card only)
Gov't switched location (non equal access) to non Gov't switched $********** **********
location (For Calling Card only)
Gov't switched location (non equal access) to lower 48 (For Calling Card $********** **********
only)
Intrastate Private Line GCI Tariff- **********
FCC **********
Intrastate ISDN(PRI and BRI) GCI Tariff- **********
FCC **********
Intrastate Frame Relay GCI Tariff- **********
FCC **********
Anchorage to Seattle Private Line GCI Tariff- **********
FCC **********
Other Services
Rate call detail for intra Alaska calls $********** **********
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
Telecommunication Services Pricing Structure Dedicated Access
Call Record Detail for Interstate calls
Switch Port on GCI Switch in Seattle $********** **********
DAC Port on GCI Switch in Seattle $********** **********
Notes:
(1) For ********** connections, when the gov't facility is using centrex
service, the elements that MWNS will be charged are ********** between the LEC
EO and the LEC SWC and ********** between the LEC SWC and the GCI POP.
(2) For ********** connections, when the gov't facility is using a PBX, the
elements that MWNS will be charged are ********** between the LEC EO and the LEC
SWC, ********** between the LEC SWC and the GCI POP and one channel termination
between the PBX and the LEC EO.
(3) ********** service charges will be billed directly to the gov't by the
LEC.
(4) Initially, there will be ********** LEC ********** between the GSA and GCI
POP in **********. There will be ********** LEC ********** connection between
the GSA and the GCI POP in **********.
(5) Initially, there will be ********** connecting ********** and **********.
(6) Initially, there will be ********** between ********** and **********:
********** for ********** and ********** for **********.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
