EXHIBIT 10.65
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[_____]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
SEVENTH AMENDMENT TO
MCI CARRIER AGREEMENT
THIS SEVENTH AMENDMENT IS MADE AS OF THIS 1 DAY OF AUGUST, 1996, BETWEEN MCI
TELECOMMUNICATIONS CORPORATION ("MCI") AND ASSOCIATED COMMUNICATIONS COMPANIES
OF AMERICA (ACCA) ("CUSTOMER"), AN ASSOCIATION OF CARRIERS WHICH ARE SUBJECT TO
THE COMMUNICATIONS ACT OF 1934, AS AMENDED, WITH OFFICES LOCATED AT 000
XXXXXXXX XXXXXX, XXXXX 0000, XXXXXX, XXXXX 00000.
WHEREAS, CUSTOMER AND MCI ENTERED INTO AN MCI CARRIER AGREEMENT, SIGNED BY MCI
ON NOVEMBER 9,1995, AS HERETOFORE AMENDED (AS AMENDED, THE "AGREEMENT"); AND
WHEREAS, CUSTOMER AND MCI DESIRE TO ENTER INTO THIS SEVENTH AMENDMENT FOR THE
PURPOSE OF FURTHER AMENDING THE AGREEMENT;
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED, CUSTOMER AND MCI AGREE AS FOLLOWS:
1. PARAGRAPH 10(B) OF THE AGREEMENT IS HEREBY AMENDED TO READ AS FOLLOWS:
(b) Customer shall receive a monthly credit equal to [________________
_______________] percent [_____] of Customer's actual monthly usage
billing (exclusive of usage in Paragraph 7(h), switched 56kps service)
during such monthly billing period. When referenced in this Paragraph
10, actual monthly usage billing shall be calculated after application
of all other applicable credits under this Agreement with the
exception of the credits set forth in Paragraph 12(b), and shall
exclude Additional DeltaCom Usage, domestic interstate MCI Toll Free
Service usage from April 1, 1996 onward, MCI International Prism I
service from July 1,1996 onward, and usage of MCI services where no
rates are listed in this Agreement for the MCI service and where
Members pay standard tariffed rates after application of tariffed
discounts.
2. THE WORDS ", AND THE CREDIT LIMIT IN PARAGRAPH 10(B) SHALL HE INCREASED
TO [________________________________]" APPEARING AT THE END OF PARAGRAPH 10(C)
ARE HEREBY DELETED.
3. THE TERMS OF THIS SEVENTH AMENDMENT WILL BECOME EFFECTIVE, UPON
EXECUTION AND DELIVERY BY BOTH PARTIES HERETO, AS OF JANUARY 1, 1996.
4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SEVENTH AMENDMENT, ALL OF THE
TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT.
MCI CONFIDENTIAL
5. THIS SEVENTH 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 AUGUST 1,1996. ANY AND ALL PRIOR OFFERS MADE TO CUSTOMER,
WHETHER WRITTEN OR ORAL, SHALL BE SUPERSEDED BY THIS OFFER. ANY FURTHER
AMENDMENTS MUST BE IN WRITING AND SIGNED BY BOTH PARTIES.
ASSOCIATED COMMUNICATION MCI TELECOMMUNICATION
COMPANIES OF AMERICA (ACCA) CORPORATION
/s/ Xxxx Xxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------- --------------------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
Xxxx Xxxxxxx V.P. Xxxxxx X. Xxxxx/ Director
------------------------- --------------------------------
PRINT NAME AND TITLE PRINT NAME AND TITLE
8/1/96 8/9/96
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DATE DATE
MCI CONFIDENTIAL
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