EXHIBIT 10.13
"***" indicates that material has been deleted to maintain the
confidentiality of business terms.
AMENDMENT TO MASTER CARRIER AGREEMENT
This amendment, dated as of January 1, 1999, modifies the terms of the
Master Carrier Agreement entered into by and among AT&T Corp. ("AT&T") and
Tel-Save, Inc. ("Tel-Save") on April 22, 1998, as follows:.
1. Section 1.1(e) of the Master Carrier Agreement is amended by
replacing the current page 6 (bearing the legend "dated 04/22/98 9:48 PM") with
revised page 6 (bearing the legend "Added by Amendment dated as of 01/01/99"),
as attached to this Amendment.
2. Sections 2.2, 3.1(a), 3.1(b), 3.2(c), and 3.2(d) of the Master
Carrier Agreement are amended by replacing the current pages 10-13 (bearing the
legend "dated 04/22/98 9:48 PM") with revised pages 10-13.1 (bearing the legend
"Added by Amendment dated as of 01/01/99"), as attached to this Amendment.
3. The introductory paragraph of Section 1 of Attachment A of the
Master Carrier Agreement is revised by replacing the current page 1 (bearing the
legend dated 04/22/98 9:48 PM) with revised page 1 (bearing the legend "Added by
Amendment dated as of 01/01/99"), as attached to this Amendment.
4. Section 1.2 of Attachment A of the Master Carrier Agreement is
revised by replacing the current page 5 (bearing the legend dated 04/22/98 9:48
PM) with revised page 5 (bearing the legend "Added by Amendment dated as of
01/01/99"), as attached to this Amendment.
5. A new Section 1.5 is added to Attachment A of the Master Carrier
Agreement by replacing the current page 7 (bearing the legend dated 04/22/98
9:48 PM) with revised page 7 and new pages 7.1-7.20 (each bearing the legend
"Added by Amendment dated as of 01/01/99"), as attached to this Amendment.
6. Attachment D of the Master Carrier Agreement is revised by
replacing the current Attachment D with the revised Attachment D (bearing the
legend "Added by Amendment dated as of 01/01/99"), as attached to this
Amendment.
* * *
AT&T and Tel-Save, acting through their duly authorized
representatives, hereby agree to the terms set forth in this Amendment, and
warrant that their respective signatories whose signatures appear below have
been and are of the date of this Amendment duly authorized by all necessary and
appropriate corporate action to execute this Amendment.
TEL-SAVE, INC. AT&T CORP.
By: By:
------------------------ ------------------------
--------------------------- ---------------------------
(Typed or printed name) (Typed or printed name)
--------------------------- ---------------------------
(Title) (Title)
--------------------------- ---------------------------
(Date) (Date)
REVISED PAGE 6, 10-13.1 OF THE MASTER CARRIER AGREEMENT,
REVISED PAGES 1, 5 AND 7-7.20 OF ATTACHMENT A,
AND REVISED ATTACHMENT D
AT&T/Tel-Save Confidential and Proprietary
-6-
(d) AT&T MEGACOM(R) Service, as described and defined in AT&T Tariff
F.C.C. No. 1, as amended from time to time.
(e) AT&T 800 Services, as described and defined in AT&T Tariff F.C.C.
Nos. 2 and 14, as amended from time to time, consisting of: basic AT&T 800
Service-Domestic; basic AT&T 800 Service-Canada; basic AT&T 800 Service-Mexico;
basic AT&T 800 Service-Overseas; AT&T 800 Plan K; AT&T MEGACOM 800
Service-Domestic; AT&T MEGACOM 800 Service-Canada; AT&T MEGACOM 800
Service-Mexico; AT&T MEGACOM 800 Service-Overseas; AT&T 800 READYLINE(R)
Service-Domestic; AT&T 800 READYLINE Service-Canada; AT&T 800 READYLINE
Service-Mexico; AT&T 800 READYLINE Service-Overseas; and AT&T 800 READYLINE
Service-Puerto Rico and the U.S. Virgin Islands.
(f) AT&T Private Line Services (AT&T ACCUNET T1.5 Service and AT&T
ACCUNET T45 Service), as defined and described in AT&T Tariff F.C.C. No. 9, as
amended from time to time.
(g) AT&T 1.544 Mbps Echo Cancellation. AT&T 1.544 Mbps Echo
Cancellation is an Office Function providing non-frequency selective echo
cancellation in AT&T's central office to improve the quality of an AT&T T1.5
Inter Office Channel used for voice transmissions. Echo cancellation is
disruptive to data transmissions at speeds of 64 kbps and higher, and is only
available on an AT&T T1.5 Inter Office Channel that is designated by Tel-Save
for use for voice transmissions, provided that the Local Channel associated with
the IOC terminates at a Tel-Save designated location. If data transmissions at
speeds below 64 kbps over an IOC conditioned with Echo Cancellation are
disrupted, AT&T will work with Tel-Save in an effort to determine the cause of
the disruption. No [The next page of this Agreement is page 7, dated 04/22/98
9:48 PM]
Added by Amendment dated
as of 01/01/99
-10-
1.6 DISCONTINUANCE OF CONTRACT TARIFF 1715
(a) Effective as of the Commencement Date, Tel-Save discontinues its
subscription to AT&T Contract Tariff 1715 ("CT 1715"), pursuant to CT 1715,
Se4ction 6.E. A Termination Charge will apply as provided in that Section. AT&T
will provide a limited-purpose credit under this Agreement in an amount equal
to the amount of such Termination Charge. The credit will be applied to offset
the amount of such Termination Charge, and cannot be applied against any other
charges.
(b) Except as specified in this Section 1.6, Tel-Save shall not seek to
discontinue without liability any AT&T term plans. Contract Tariffs, or other
serving arrangements in connection with its order for service under this
Agreement.
2. TERM OF AGREEMENT AND RELATED PROVISIONS
2.1 EFFECTIVE DATE: COMMENCEMENT DATE.
The "Effective Date" of this Agreement shall be the date on which it is
executed by each party. The "Commencement Date" shall be May 1, 1998. The
rates, terms and conditions provided under this Agreement will not apply the
Commencement Date.
2.2 TERM OF AGREEMENT.
The "Term" of this Agreement begins on the Commencement Date and ends on
the date before the third-year anniversary of the Commencement Date. However,
with respect to the Services specified in Section 6 of Attachment D, the Term
is as follows: for Section 6.1(a) the Term for Private Line Services shall
begin on 1/1/1999 and end on 12/31/2004; for Section 6.1(b) the Term for
Private Line Services shall begin on 1/1/1999 and end on 12/31/1999; and
Added by Amendment dated
as of 01/01/99
-11-
for Section 6.1(c) the Term for Private Line Services shall begin on 1/1/1999
and end on 12/31/2002.
3. COMMITMENTS
3.1 MINIMUM ANNUAL REVENUE COMMITMENT.
(a) The Minimum Annual Revenue Commitment ("MARC") is fifty million dollars
($50,000,000) for the first and second years of the Term, and thirty-five
million dollars ($35,000,000) for the third year of the Term. Each such year is
sometimes referred to as a "MARC Period." The total charges for the Services set
forth in 1.1 and 1.2(a), together with the total charges incurred by Tel-Save
for service under AT&T Contract Tariff No. 2039, net of all discounts and
credits other than credit allowances for interruptions and outages, ("Total
Qualified Charges") shall be applied to satisfy the MARC for the year in which
the charges are incurred. Notwithstanding any other provision of this Agreement,
5 separate Private Line Services MARC of four million eight hundred thousand
dollars ($4,800,000) shall apply from 1/1/99 to 12/31/04 for AT&T ACCUNET T1.5
Service IOCs, as specified in Section 6.1(a) of Attachment D. If, at the end of
any Private Line Services MARC period, the total Charges incurred by Tel-Save
for AT&T ACCUNET T1.5 Service IOCs for that Private Line Services MARC period
has not exceeded the Private Line Services MARC for that period, Tel-Save shall
pay a Shortfall Charge equal to sixty-five (65%) of the difference between the
Private Line Services MARC and the amount of the total charges for AT&T ACCUNET
T1.5 Service IOCs incurred by Tel-Save for that Private Line Services MARC
period.
(b) If, at the end of any month in the second or third years of the Term,
the Total Qualified Charges incurred by Tel-Save during the Term is least one
hundred and ten million
Added by Amendment dated
as of 01/01/99
-12-
dollars ($110,000,000) and Tel-Save is current in payments to AT&T for all
telecommunications services, Tel-Save may, for the remainder of the Term,
continue to purchase Services under this Agreement, without any MARC or MAP
obligations. Tel-Save will be considered current in payment to AT&T under this
Agreement if all billed and outstanding charges are paid, except for any amount
for which the date for timely payment under Section 6.1(e) has not yet occurred.
This section shall not apply to the separate Private Line Services MARC.
(c) In the event that Tel-Save exercises its right to terminate affected
service components under Section 5.2(b), the MARC will be reduced (for the
then-current MARC Period) by the average monthly charges associated with such
service components during the three full billing months prior to the event
giving rise to the right to terminate, times the number of full or partial
months remaining in the MARC Period during which the service components were
terminated, and (for each remaining full MARC Period) by the average monthly
charges associated with such service components during the three full billing
months prior to the event giving xxxx to the right to terminate, times twelve.
(d) If, at the end of any MARC Period, the Total Qualified Charges incurred
by Tel-Save for that period have not exceeded the MARC, Tel-Save shall pay a
MARC Shortfall Charge. The MARC Shortfall Charge will vary as follows:
Added by Amendment dated
as of 01/01/99
-13-
IF THE TOTAL QUALIFIED CHARGE ARE THE MARC SHORTFALL CHARGE IS
More than 80% of the MARC .................. 3% of the Total Qualified Charges
More than 60%, but not more than 80%, of the
MARC ...................................... 5% of the Total Qualified Charges
More than 40%, but not more than 60%, of the
MARC ...................................... 8% of the Total Qualified Charges
More than 20%, but not more than 40%, of the
MARC ...................................... 10% of the Total Qualified Charges
10% or less of the MARC .................... Two million five hundred thousand dollars
(e) In the event that this Agreement is terminated during MARC Period for
any reason for which a Termination Charge does not apply, the MARC for that
partial period will be adjusted by multiplying that full MARC by the number of
full months of service in the MARC Period prior to the date of termination, and
dividing by 12. For purposes of determining the amount of any MARC Shortfall
Charge, the adjusted MARC will apply for an adjusted MARC Period, consisting of
the same months counted in calculating the adjusted MARC. For example, if this
Agreement is terminated during month ten of the second year of the Term, the
adjusted MARC would be $50 million x 9/12, or $37.5 million. If the Total
Qualified Charges incurred by Tel-Save during the first nine full months of the
MARC Period were only $28 million (75% of the adjusted MARC), the MARC Shortfall
Charge would be 5% of $28 million, or $1.4 million.
3.2 MINIMUM ANNUAL PERCENTAGE.
(a) Except as provided in Section 3.1(b), the Minimum Annual Percentage
("MAP")
Added by Amendment dated
as of 01/01/99
-13.1-
shall apply for each year of the Term, each of which is sometimes referred to as
a "MAP Period."
(b) In the event that this Agreement is terminated for any reason in the
middle of a MAP Period, the MAP shall apply for the portion of that period
ending as of the date of such termination.
(c) The MAP and Private Line Services MAP apply to Tel-Save and its
Affiliates, collectively. (An entity is an "Affiliate" of a party of the entity
owns a controlling interest in the party or an Affiliate of Tel-Save will
continue to be subject to the MAP requirements of this Agreement until AT&T
received notice from Tel-Save advising that such entity is no longer a Tel-Save
Affiliate.
(d) The MAP shall be ninety percent (90%) for all domestic outbound and
inbound voice InterLATA services ("MAP Services"). Notwithstanding and
otherprovision of this Agreement, a separate Private Line Services MAP of ninety
percent (90%) shall apply from 1/1/99 to 12/31/04 for all Private Line Service
and capacity needs, including T.1, T.45, OC3, OC12, and OC48 IOCs. All
references to MAP in Section 3.2 of this Agreement shall be deemed to be both
references to both MAP and Private Line Services MAP.
(e) Within sixty (60) days after the end of any period for which the MAP
applies, Tel-Sve shall certify to AT&T in writing:
[The next page of this Agreement is page 14, dated 04/22/98 9:48 PM]
Added by Amendment dated
as of 01/01/99
AT&T NETWORK CONNECTION PLATFORM ATTACHMENT A
Page 1 of 14
AT&T NETWORK CONNECTION PLATFORM
--------------------------------
1. SERVICE DESCRIPTIONS
--------------------
* * *
PRICING ATTACHMENT D
Page 1 of 50
PRICING
-------
* * *
