EXHIBIT 10.18
[The Company has entered into agreements substantially similar in all
material respects to this agreement. A schedule of such similar agreements is
attached to this exhibit.]
DISTRIBUTION AGENCY AGREEMENT
THIS AGREEMENT, made and entered into this 29th day of November, 1989 by
and between SATELLINK PAGING INC., a Georgia corporation, with its principal
place of business at 00 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, XX 00000
(hereinafter referred to as CARRIER) and Southern Connections Inc, with its
pricipal place of business at 000 Xxxxx 0xx Xxxxxx, Xxxxxxx, XX 00000
(hereinafter referred to as AGENT).
WHEREAS, CARRIER is a supplier of telecommunications services utilizing
Subsidiary Communications Authorizations ("SCA") of FM broadcast stations and
conventional one-way business frequencies and qualifies under Part 90 of the
Federal Communications Commission ("FCC") Rules and Regulations to provide
paging communications services as a Private Carrier Paging Company ("PCP") in
the market areas consisting of the States of Georgia, Alabama, North Carolina,
South Carolina, and Mississippi ("Market Area"); and
WHEREAS, CARRIER is an affiliate of CUE Paging Corporation, a supplier of
national telecommunications services using the subcarriers of FM broadcast
stations who offer such nationwide services under the service xxxx of CUE(TM)
and will provide to CARRIER, for resale, paging communications services which
qualify under Part 90 of the FCC's Rules and Regulations; and
WHEREAS, the local, statewide, and regional paging services supplied by
CARRIER and the nationwide paging services provided to CARRIER for resale by
CUE will, hereinafter, be referred to as CARRIER's service or services; and
WHEREAS, AGENT has applied to CARRIER for the right to act as CARRIER's
Distribution Agent, on a non-exclusive, independent basis, for the purpose of
selling and distributing to the public, in the area described herein below, the
one-way radio communication services provided by CARRIER; and
WHEREAS, CARRIER desires to accept AGENT's above described application and
to act upon it in the manner and to the extent hereinafter provided; and
WHEREAS, both CARRIER and AGENT recognize the compatible nature of their
individual goals in expanding the public acceptance of the communication
services offered by CARRIER as well as the benefits which will accrue to the
public through the cooperation envisioned by this Agreement in using their
respective resources;
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NOW, THEREFORE, in consideration of the foregoing recital and the mutual
covenants hereinafter set forth and other good and valuable consideration, it is
agreed between CARRIER and AGENT as follows:
1. CARRIER hereby appoints AGENT as CARRIER's non-exclusive Distribution
Agent to promote CARRIER's radio communication services within the territory
described in Exhibit A attached hereto and made a part hereof. AGENT agrees not
to act as CARRIER's Distribution Agent, or to promote or make any sales of
CARRIER's services, outside of said territory. Nor will AGENT make sales to
customers within the territory of services to be provided outside of the
territory without CARRIER's consent.
2. AGENT agrees to pay all costs incurred by CARRIER in procuring,
developing and maintaining any and all hardware and software, needed to allow
CARRIER's paging terminal equipment to accomplish the activation and deletion of
paging numbers provided to AGENT, and related billing and record keeping
functions.
3. AGENT acknowledges and agrees that neither CARRIER nor any
representative of CARRIER has made any representation, warranty, or guarantee
that AGENT will or may derive income under this Agreement, it being distinctly
understood that AGENT has entered into this Agreement solely on the basis of
AGENT's independent evaluation of the merits and prospects of this transaction
and not on the basic of any representations of any type by or on behalf of
CARRIER. It is further acknowledged that this Agreement is not made in order to
enable AGENT to start a business.
4. AGENT may at its own expense, market, promote and advertise the radio
communication services of CARRIER in an attempt to increase the public's
awareness of the range of communication services available for its use. All such
material shall include the words "Signal transmission and interconnection
provided by Statellink Paging Inc., and affiliate of CUE Paging Corporation".
Any Statellink or CUE Nationwide promotional or advertising material shall be
first approved by CARRIER, which approval shall not be unreasonably withheld.
AGENT acknowledges and understands that CARRIER will not be providing AGENT with
a sales or marketing program or with any significant sales or marketing
assistance hereunder and that CARRIER is relying on AGENT's ability to promote
and sell CARRIER'S services effectively.
5. AGENT shall be empowered to contact, solicit, contract with, and
accept on behalf of CARRIER, in accordance with the terms hereof, subscribers to
CARRIER's radio communication services from among all classes of potential users
of such service.
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6. All radio communication service provided to subscribers, secured by
AGENT, shall be provided by CARRIER pursuant to CARRIER's Private Carrier Paging
Status and as outlined in this Agreement. CARRIER's obligations and
responsibilities shall be limited solely to those stipulated by and arising from
CARRIER's Private Carrier Paging Status and as outlined in this Agreement. AGENT
realizes the eligibility requirements on the users of private radio systems.
Eligibility is not open to federal or local government units, or to private
individuals. Private carriers are required to maintain a current list of paging
customers and the basis of their eligibility.
7. Should CARRIER apply for and be granted a Certificate of Public
Convenience and Necessity from any State Public Utility Regulatory Commission
("PUC") allowing CARRIER to become a Radio Common Carrier ("RCC"), all radio
communication services provided to subscribers, including those secured by
AGENT, shall be provided by CARRIER pursuant to CARRIER's duly filed tariff.
CARRIER's obligations and responsibilities shall be limited solely to those
stipulated in and arising out of CARRIER's duly filed tariff.
8. Insofar as CARRIER's radio communication services are concerned, AGENT
shall function as a conduit or agent passing through, to the CARRIER, potential
subscribers who will be in privity of contract with CARRIER by virtue of their
inclusion into the class of users covered by CARRIER's PCP or RCC status. AGENT
will at all times give prompt, courteous and efficient service to the public,
will be governed in all dealings with members of the public by the highest
standards of honesty, integrity and fair dealings, and will do nothing which
would tend to discredit, dishonor, reflect adversely upon or in any manner
injure the reputation of CARRIER or any other agent of CARRIER.
9. In addition to AGENT's function as a conduit or AGENT for CARRIER,
AGENT shall have the option to sell or lease directly to CARRIER's potential
subscribers such communication equipment, maintenance service, associated
services and facilities as are compatible with the service offered by CARRIER,
after establishing such compatibility of AGENT's equipment. CARRIER shall
endeavor to maintain during the term of this Agreement such compatibility so
long as the state of the art permits and replacement parts are readily available
for CARRIER's equipment. Agent will be given reasonable advance notice of any
proposed major changes to CARRIER's system.
10. Any equipment sale or lease of equipment and such associated services
and facilities which the subscriber chooses to purchase or lease directly from
AGENT shall be provided separate and apart from the system usage and dispatch
offering of CARRIER and CARRIER shall have no responsibility or liability with
respect thereto.
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11. AGENT shall maintain a sufficient inventory of spare units, batteries,
and associated equipment to insure that the subscriber may anticipate reasonably
expeditious repairs and relatively uninterrupted service. In addition, in event
that AGENT assumes responsibility for the maintenance and repair of equipment
sold or leased by AGENT, then AGENT must maintain the integrity and quality of
service to the public by insuring that all maintenance and repair is performed
in compliance with FCC standards and requirements and those, if any, established
by PUC and that all units are operationally compatible with CARRIER'S system.
12. AGENT customer contracts will be divided into two classes: Class A
customer contracts shall be considered those customer contracts where AGENT has
purchased the equipment under contract and rented, leased, or sold said
equipment to the customer contracts where AGENT has rented the service,
equipment and airtime, from CARRIER and contracted with the subscriber for such
service. AGENT will receive all payments from subscribers and be responsible for
all billing, collection, and bad debt recovery. Further, AGENT agrees to
maintain at all times, and to furnish CARRIER not later than the Tenth (10th)
day of each month, a current list of all subscribers it places on CARRIER'S
systems, identifying each subscribers name, business, address and telephone
number. CARRIER shall not be obligated to provide service to any subscriber
whose name, business, address and telephone number is not so provided. AGENT
agrees to deliver promptly to CARRIER, upon CARRIER's request, any and all
records necessary for CARRIER to audit AGENT's billable subscribers. CARRIER
will not, during the term of this Agreement or any extension thereof, knowingly
solicit any subscriber placed on the system by AGENT. AGENT will not, during the
term of this Agreement or any extension thereof, knowingly solicit any
subscriber placed on the system by CARRIER.
13. AGENT will remit to CARRIER the total amount of monies due hereunder
for each monthly period in accordance with the formula established in Exhibit B
attached hereto and made a part hereof. Said monies shall be paid by the AGENT
to CARRIER by the Tenth (10th) day of each month, whether such money has been
collected by AGENT or not.
14. CARRIER may, subject to all required regulatory approvals, change,
delete or modify any rate, charge, category or classification contained in
Exhibit B should CARRIER in its sole discretion deem such amendment appropriate.
CARRIER will give AGENT written notice for Nationwide no later than thirty (30)
days and for local, statewide and regional no later than sixty (60) days prior
to the effective date of any such amendment and all radio communication service
provided to subscribers secured by AGENT shall conform with the terms of such
amendment.
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15. It is understood that the ultimate control and responsibility for the
standard and quality of service required under the provisions of any license
issued by the FCC to CARRIER as well as any Certificate of Public Convenience
and Necessity issued to CARRIER by any state PUC shall be retained, rest and
remain the prerogative and obligation solely of the CARRIER. No provision of
this Agreement shall be construed as vesting in the AGENT any control whatsoever
of the radio communication facilities and operations of the CARRIER. CARRIER
shall make every reasonable effort to provide continuous, uninterrupted and
errorless service to subscriber but its liability for failure to do so shall be
limited and in no event shall exceed one month's dispatch fees.
16. Notwithstanding anything herein to the contrary, it is understood that
the CARRIER will maintain day-to-day control, operation, and supervision of all
station facilities in the provision of CARRIER's service. To that end, AGENT
shall promptly, upon the day of receipt, report to CARRIER any complaints
received from subscribers relating to the service provided by CARRIER.
17. AGENT's subscriber contracts and invoices shall include the words,
"Signal transmission and interconnection services provided by Satellink Paging
Inc." The contract shall also state that the service is licensed by the FCC and
authorized by the PUC (if applicable) and is provided in compliance with the
rules and regulations of such agency(ies).
18. In order to insure the compatible initiation of service to subscribers
obtained directly by employees of CARRIER and those subscribers placed on
CARRIER's service through the efforts of AGENT, CARRIER shall coordinate the
assignment of all related code numbers, phone numbers, identification numbers,
etc. AGENT shall be liable for payment of related charges for all numbers for
a minimum of thirty (30) days. Thereafter, AGENT shall give CARRIER a thirty
(30) day deactivation notice prior to CARRIER deactivating a nationwide code
number and a twenty-four (24) hour notice prior to CARRIER deactivating a code
number for any service other than nationwide.
19. (a) An AGENT'S application for, or AGENT's receipt of, through
application or acquisition, a license or grant for authority, from either the
FCC or the PUC, to provide, in CARRIER's Market Area, similar services to those
provided by CARRIER shall be deemed a competitive act, inconsistent with the
intent of this Agreement and may cause this Agreement to be canceled immediately
at the sole discretion of CARRIER.
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(b) Should AGENT apply with CARRIER to distribute CARRIER's services
in territories within CARRIER's Market Area other than described in Exhibit A
and, at which time, CARRIER is not able to supply said services, AGENT may
contract with another service provider within said territory to supply those
services. Otherwise, during the term of this Agreement and any extension thereof
AGENT shall not become a radio common carrier, private carrier or enter a
similar Agreement with another radio common carrier or private carrier, or enter
into any Agreement to market or in any way service another radio common carrier
or private carrier's service in CARRIER's Market Area. Upon termination of this
Agreement for any reason except for the provisions under Sub-paragraph 25 (c),
AGENT agrees that for a period of Two (2) years from the date of such
termination, it will not become a radio common carrier, private carrier, or
enter into a similar Agreement with another radio common carrier or private
carrier, or enter into any Agreement to market or in any way service another
radio common carrier or private carrier service in CARRIER's Market Area, and
will not directly or indirectly solicit for communications service of the type
provided under this Agreement subscribers within the Market Area covered by this
Agreement.
20. AGENT shall not make any representations or warranties either
expressed or implied in regard to any services provided by CARRIER except as
provided herein. AGENT shall refer subscriber complaints to CARRIER in the event
of any questions concerning rules, regulations, conditions of service.
21. CARRIER reserves the right to promote and sell the same equipment,
products and supporting services as the AGENT to customers directly or through
its regularly employed sales force (including independent contractors) and
CARRIER shall not be liable to AGENT for a commission or damages in lieu thereof
on any such sale or lease by CARRIER.
22. (a) CARRIER reserves the right, but not the obligation, to appoint
other agents in a similar capacity within the territory described in Exhibit A.
(b) CARRIER reserves the right to appoint agents in a similar
capacity within CARRIER's Market Area other than the territory described in
Exhibit A. AGENT is eligible to apply to become an agent in areas where CARRIER
elects to appoint agents on a non-exclusive basis within CARRIER's Market Area.
23. AGENT's subscribers shall be prohibited from resale of CARRIER's
services. AGENT is prohibited from enlisting "Sub-Agents" to act on AGENT's or
CARRIER behalf.
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24 It is agreed that AGENT's relationship to CARRIER is that of
independent contractor and that no other relationship is intended or created
between the parties hereto. Nothing in this Agreement shall be construed so as
to make AGENT an employee of CARRIER. Except as specifically provided in this
Agreement CARRIER shall not have the right to control AGENT'S method of
operation, the business organization of AGENT, its promotional activities,
management, marketing plan or business affairs.
25. (a) This Agreement shall become effective upon the date set forth
above and shall remain in effect for Five (5) years. AGENT may at its option,
extend this Agreement for One (1) successive five (5) year term by giving notice
of such extension to CARRIER no more than One Hundred Eighty (180) days and not
less than Ninety (90) days prior to the end of a term; provided, however, that
this Agreement or any successive Agreement may be terminated at any time (i) by
an order of any regulatory commission having jurisdiction thereof or (ii) by
CARRIER as to all or any portion of the radio communications services to be
provided by CARRIER hereunder, in the event CARRIER elects to discontinue
providing such services within all or any part of the territory described in
Exhibit A. In respect to CUE Nationwide services, CARRIER will provide such
service to AGENT as provided to CARRIER and under the same terms as set forth in
CARRIER's Affiliation Agreement with CUE Paging Corporation.
(b) If AGENT violated any provisions of this Agreement or fails to
perform any obligation hereunder and does not forthwith correct any such
violation upon being given Thirty (30) days written notice by CARRIER of such
violation or if such violation is willful, then CARRIER shall the right of
cancellation of this Agreement by giving AGENT Sixty (60) days prior written
notice. If AGENT does not, after prior written notice, conform his service to
CARRIER's reasonable instructions in all other respects provided for herein,
then CARRIER shall also have the right of cancellation of this Agreement upon
giving AGENT written notice thereof.
(c) If CARRIER violates any provision of provisions of this Agreement
or fails to perform any obligation hereunder and does not forthwith correct any
such violation upon being given Thirty (30) days written notice by AGENT of such
violation or if such violation is willful, then AGENT shall have the right of
cancellation of this Agreement by giving CARRIER prior written notice of not
less than sixty (60) days nor more than One Hundred Eighty (180) days of AGENT's
intention to do so.
(d) If AGENT fails to pay to CARRIER charges as specified in
Paragraph 12, CARRIER shall have the right to cancel this Agreement by giving
Thirty (30) days prior written notice to AGENT, and in such event CARRIER shall
have the right to continue to extent service to subscribers placed on the system
by AGENT
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and to collect from such subscribers the applicable charge or charges thereof,
such subscribers shall become CARRIER's customers should AGENT not cure such
default by bringing its account current during the thirty (30) day notice
period. Provided however, that AGENT shall have the right during the Thirty (30)
day notice period to cure such default by bringing its account current, and, in
which event, the contact will continue in force.
26. Upon notice of termination of this Agreement, for reason as provided
in Sub-paragraph 25(a) or 25(b) or 25(c) other than by order of any State or
Federal regulatory commission or by CARRIER's discontinuance of services, AGENT
shall have the right during the respective notice period to sell and transfer
its equipment and customer contracts to any third party, or to otherwise arrange
for service to its customers provided, however, CARRIER shall have the right for
a period of Thirty (30) days after written notice to it of such proposed sale
and transfer to meet any third party's bonafide offer and to acquire such
equipment and contracts itself. If, however, on the expiration of the respective
notice period AGENT has not received a bonafide offer for its equipment and
customer contracts, or has otherwise been unable to assure uninterrupted service
to such customers, then, in such events, AGENT shall, at CARRIER's option, sell,
assign, and transfer free and clear of all encumbrances and CARRIER shall
purchase all of AGENT's customer contracts and equipment owned by AGENT on the
following terms:
a. Closing to be not more than Thirty (30) days from expiration of
the respective notice.
b. Equipment owned by AGENT shall be sold and purchased for a cash
sum equal to the net book value thereof as of the last day of the calendar month
next preceding closing, applying depreciation on a straight line basis over
Forty-Eight (48) months.
c. All Class B customer contracts shall be assigned and transferred
to CARRIER at no charge to CARRIER. All Class A customer contracts of those
customers whose accounts are current, i.e., not more than Twenty (20) days past
due at closing, shall be sold and purchased for: (1) [***] Dollars per unit in
service upon termination of this Agreement for any reason as provided in Sub-
paragraph 25(c); or (2) [***] Dollars per unit in service upon termination of
this Agreement for any reason as provided in Sub-paragraph 25(a) or 25(b).
d. Customer contracts of those customers not current, i.e.,
Twenty-one (21) or more days past due at closing, shall be transferred and
assigned to CARRIER at closing. AGENT and CARRIER agree to cooperate and make
every good faith effort to bring such accounts current, partial payments, if
any, to be applied in total to the oldest invoices. As and when such accounts
are brought current, CARRIER will pay to AGENT in cash the amounts
***Denotes portions omitted pursuant to a request for confidential treatment.
-8-
described in Sub-paragraph 26(c). Such payment to be made each month for all
accounts brought current during the preceding calendar month. CARRIER, however,
reserves the right, in its discretion and at any time to terminate service to
any such customer for nonpayment of account. AGENT will not receive payment for
any customer whose account is not brought current within ninety (90) days from
closing. AGENT will be liable for all airtime and service rental charges through
closing. AGENT will be liable for the replacement of Class B customer equipment
out to any customer whose account is not brought current within ninety (90) days
from closing.
e. AGENT will be entitled to receive all monies paid by subscribers
placed on the system by AGENT for service rendered to and including close of
business on the day next preceding closing, irrespective of which party may
collect such funds.
27. (a) Notwithstanding any of the provisions of this Agreement to the
contrary, AGENT will indemnify CARRIER and save CARRIER harmless from and
against any and all claims, actions, damages, consequential damages, liabilities
and expenses occasioned wholly, or in part, by any act or omission of AGENT, its
agents or employees. In case CARRIER shall, without fault on its part, be made a
party to any litigation commenced by or against AGENT, then AGENT shall protect
and hold CARRIER harmless, and shall pay all costs, expenses and reasonable
attorney's fees incurred or paid by CARRIER in connection with said litigation.
(b) Notwithstanding any of the provisions of this Agreement to the
contrary, CARRIER will indemnify AGENT and save AGENT harmless from and against
any and all claims, actions, damages, consequential damages, liabilities and
expenses occasioned wholly, or in part, by any act or omission of CARRIER, its
agents or employees. In case AGENT shall, without fault on its part, be made a
party to any litigation commenced by or against CARRIER, then CARRIER shall
protect and hold AGENT harmless, and shall pay all costs, expenses and
reasonable attorney's fees incurred or paid by AGENT in connection with said
litigation.
(c) AGENT agrees to maintain in effect during the term of this
Agreement, a liability insurance policy with a reputable carrier with limits of
no less than Three Hundred Thousand ($300,000) per occurrance naming CARRIER
as an additional insured.
28. Neither shall AGENT's interest herein, nor any part of it, be
transferred or assigned by AGENT without the prior and expressed written consent
thereto by CARRIER. Subject to the provisions of this paragraph, the Agreement
shall be binding upon and inure the benefit of the parties, their successors,
permitted transferees and assigns.
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29. This Agreement incorporates by reference the standards for
non-discriminatory service established by the FCC and binds AGENT to adhere to
these standards in all practices and activities undertaken pursuant to this
Agreement.
30. Any notice, request, instruction, legal process, or other document to
be given hereunder shall be in writing and shall be delivered by registered
mail, return receipt requested, as set forth below:
If to CARRIER: President
SATELLINK PAGING INC.
00 Xxxxxxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
If to AGENT: SOUTHERN CONNECTIONS, INC.
-----------------------------
000 Xxxxx 0xx Xxxxxx
-----------------------------
X.X. Xxx 000
-----------------------------
Xxxxxxx, XX 00000
-----------------------------
_____________________________
31. It is understood and agreed by the parties hereto that this instrument
constitutes the entire Agreement between the parties hereto and supercedes all
prior or contemporaneous Agreements, written or oral of every sort.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the day and year first above written.
CARRIER: AGENT:
SATELLINK PAGING INC. SOUTHERN CONNECTIONS
BY: /s/ Xxxxx X. Xxxxxxxx BY: /s/ Rose Xxxx Xxxx
-------------------------------- ----------------------------
PRINT NAME: Xxxxx X. Xxxxxxxx PRINT NAME: Rose Xxxx Xxxx
------------------------ --------------------
TITLE: Executive Vice President TITLE: President
---------------------------- -------------------------
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EXHIBIT A
DISTRIBUTION AGENCY AGREEMENT
AGENT TERRITORY
AGENT'S TERRITORY SHALL CONSIST OF THE GEOGRAPHIC AREA PRESENTLY MARKETED BY
AGENT'S SALES OFFICES LOCATED IN:
OPELIKA AL
LAGRANGE GA
WEST POINT GA
FIVE POINTS AL
LAFAYETTE XX
XXXXXXXXX AL
DADEVILLE AL
LANETT AL
AUBURN AL
NOTASULGA AL
TUSKEEGEE AL
HURTSBORO XX
XXXXXXXX COUNTY, AL
AUTAUGA COUNTY, XX
XXXXXXX COUNTY, XX
XXXXXXXX COUNTY, XX
XXXXXX COUNTY, AL
LOWNDES COUNTY, XX
XXXXX COUNTY, XX
XXXXXXXXXX COUNTY, XX
XXXX COUNTY, AL
AGENT'S MARKETING EFFORTS SHALL BE CONFINED TO THE STATES OF ALABAMA AND
GEORGIA.
EXHIBIT B
---------
DISTRIBUTION AGENT RATE SCHEDULE
--------------------------------
Effective March 1, 1991
The following Airtime dispatch charges and charges for related services shall
apply (monthly per pager):
1001-
Airtime Volume Dispatch: 0-1000 3000 3000+
------ ----- -----
(Includes Atlanta or Macon DID)
+Regional Numeric Display [***] [***] [***]
Nationwide Numeric Display [***]
Additional Services (Effective January 1, 1991):
*"1-800 DID" (Georgia Statewide Only)
-Includes *** accesses [***]
-Per access over [***]
*"0-000 Xxxxxxxx Access"
-Includes *** accesses [***]
-Per access over [***]
Multiple Address [***]
Group Call
Regional [***]
Nationwide [***]
**Pager Activation
-Nationwide Only [***]
*1-800 overcalls are based on the aggregate amount of accesses above 40
assesses per 1-800 subscriber
**One time only charge
+Regional coverage:
- Georgia Region - Alabama, Georgia, Florida, South Carolina, North Carolina
- Alabama Region - Alabama, Mississippi, Tennessee, Georgia, Florida
AGENT airtime volume price breaks shall be based on the cumulative number of
subscribers placed by AGENT on CARRIER's regional and nationwide services.
***Denotes portions omitted pursuant to a request for confidential treatment.
0-000 000-0000 1000+
----- -------- -----
*Sale of Equipment (Annual Contract Volume):
Mobira MBS-88 [***] [***] [***]
-All Mobira equipment includes a
one (1) year warranty.
For sales demonstration purposes, CARRIER will provide to AGENT regional access
codes and nationwide access codes at CARRIER's cost from CUE, presently $[***]
per month per regional access code and $[***] per month per Nationwide access
code, plus 1-800 charges. The number of demo codes provided will equal the
number of sales personnel employed by AGENT.
Should CARRIER receive a rate increase from CUE Paging Corporation or its
telephone carrier, AGENT's rate may be increased in direct proportion to
CARRIER's increase.
*Any future price breaks made available to CARRIER will be directly passed on to
AGENT. AGENT will be required to execute an ANNUAL VOLUME EQUIPMENT PURCHASE
AGREEMENT. Should AGENT not meet the volume requirements of the Agreement, the
difference in the respective volume price agreed to and the price of the volume
actually purchased will be retroactively charged to AGENT.
***Denotes portions omitted pursuant to a request for confidential treatment.
Schedule to Exhibit 10.18
The Company has entered into Distribution Agency Agreements with each of
Page South and ProPage, Inc. Each of these Distribution Agency Agreements is
substantially identical in all material respects except as to the parties
thereto, the dates of election and pricing information contained therein. The
material details in which such details differ from the Distribution Agency
Agreement filed as Exhibit 10.18 are as follows:
Contracting Party Date Pricing
----------------- ---- -------
Page South May 1, 1989 *
ProPage, Inc. October 29, 1989 *
* Pricing information has been omitted from this Schedule and from the form
of Distribution Agency Agreement pursuant to a confidential treatment request
filed with the Commission.
