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EXHIBIT 10.51
CONFIDENTIAL TREATMENT REQUESTED
Confidential portions of this Agreement which have been redacted and marked
with brackets ("[ ]"). The omitted material has been filed separately with the
Securities and Exchange Commission.
RESELLER SERVICES AGREEMENT
This AGREEMENT, dated September 9th, 1998, is between BUSINESS TELECOM,
INC.("BTI"), a North Carolina corporation with its principal offices at 0000 Xxx
Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000 and, KNOLOGY HOLDINGS, INC.,
("CUSTOMER") a long distance corporation with its principal offices at 0000 X.X.
Xxxxxxx Xxxxx, Xxxx Xxxxx, XX. 00000.
RECITALS
BTI is in the business of providing long distance telecommunication services to
commercial and residential customers; and
CUSTOMER is in the business of purchasing long distance telecommunication
services and reselling the same to commercial and residential customers; and
THE PARTIES desire to enter into a business arrangement whereby BTI provides its
long distance services to Customer for Customer's resale in accordance with the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants and obligations contained
herein the parties hereto agree as follows:
1. SERVICE AVAILABILITY.
1.1 Commencing on such dates (after the date first set forth above) as
may be mutually agreed upon by the parties hereto, BTI shall make certain
telecommunication services (which are defined in Section 2 below and which
collectively are called the "Services") available to Customer and/or customers
of Customer (such customers of Customer hereinafter referred to as "End-Users"),
in those areas where BTI, in its sole discretion, determines the Services to be
available.
1.2 The Customer understands and agrees that the Services may include
value added services that BTI makes available to its customer base, but that BTI
is not obligated to provide Customer or End-Users with any value added services.
2. SERVICE DEFINITIONS.
2.1 "Dedicated Services" consists of switched long distance traffic
delivered by Customer to a BTI Point of Presence ("POP") via dedicated
facilities and terminated by BTI over the BTI network. If Customer elects to
subscribe to the Dedicated Services, Customer shall be subject to the
requirements set forth herein, including Section 7.
2.2 "Switched Services" consists of switched long distance traffic
generated by End-Users that originates and terminates over the BTI Network.
End-Users of Switched Services are not connected to Customer's facilities and
have had their telephone lines presubscribed to BTI or to Customer's carrier
identification code. Customer understands and agrees that End-Users whose
telephone lines are presubscribed to BTI may be requested to call 0-000-000-XXXX
to confirm their long distance carrier and that they will hear a recording
identifying BTI as their long distance carrier. If requested by Customer on the
initial Subscription Checklist (defined at Subsection 5.1) submitted by
Customer, BTI shall provide Customer with an available 700 number
(1-700-555-XXXX) and the recorded message selected by Customer on said
Subscription Checklist that identifies Customer to its End-Users. BTI shall make
the 700 number available for Customer's use within fifteen business days after
receipt of said Subscription Checklist. BTI shall charge Customer a monthly
recurring charge as defined in EXHIBIT E.4.
2.3 "International Services" consists of International traffic
generated via the Dedicated or Switched Services and rated per EXHIBIT H.
2.4 "Directory Assistance Services" consists of directory assistance
traffic generated via the Dedicated and Switched Services at rates defined in
EXHIBIT E.1.
2.5 "Switched 800/888 Services" consists of inbound 800/888 traffic
generated via 800/888 telephone numbers assigned by BTI to Customer that
originates and terminates over the BTI network. All 800/888 traffic will be
rated at On-Net rates.
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2.6 "Dedicated 800/888 Services" consists of inbound 800/888 traffic
generated via 800/888 telephone numbers assigned by BTI to Customer that
originates on the BTI network and is terminated by BTI onto an End-User's
dedicated facilities.
2.7 BTI shall provide "Enhanced 800/888 Services" as defined in EXHIBIT
D.2.
2.8 "Calling Card Services" consists of traffic generated via calling
card authorization codes assigned by BTI to Customer at rates defined in EXHIBIT
E.2.
2.9 The Switched 800/888 and Dedicated 800/888 Services are
collectively referred to as the "Inbound Services". If Customer elects to
subscribe to the Inbound Services, Customer shall be subject to the requirements
set forth herein, including Section 6.
2.10 BTI shall provide "Conference Calling Services" as defined in
EXHIBIT E.7.
2.11 BTI shall provide "Internet Access Services" as defined in EXHIBIT
E.8.
2.12 BTI shall provide "Voice Mail Services" as defined in EXHIBIT E.3.
2.13 For purposes of this Agreement, "month" shall equal the BTI
billing cycle described in Subsection 4.2 a.
2.14 "RBOC" shall mean Regional Xxxx Operating Company. The RBOC's are
defined as Xxxx South, Southwestern Xxxx, Ameritech, Pac Xxxx, US WEST, Nynex,
and Xxxx Atlantic.
2.15 "Independent Telco" shall mean any telephone company other than
RBOC's.
2.16 "On-Net Domestic Switched" refers to all states as defined in
EXHIBIT B.3.
2.17 "Off-Net Domestic Switched" refers to all states not listed on
EXHIBIT B.3 and excludes Alaska, Hawaii, Puerto Rico, and the Virgin Islands.
2.18 BTI shall provide "Project Codes" as defined in EXHIBIT E.5.
3. OPERATOR AND INTRALATA SERVICES.
3.1 Operator Services and 700/900 network calls which are made
available to End-Users by BTI shall be billed at standard BTI charges directly
by BTI either on the xxxx an End-Users receives from its local exchange carrier
(the "LEC") or from a BTI Billing agent. BTI shall not xxxx Customer for any
Operator Services provided to, or the 900 network calls made by, End-Users and
any revenues for such services and call received by BTI shall be retained solely
by BTI. Operator Services are defined as calls made via 00, 0- or 0+ calling
that require the assistance of an operator to complete, such as but not limited
to collect calls and xxxx-to-a-third-number calls. 700/900 network calls are
those calls made to various information providers utilizing telephone numbers
with 700 or 900 dialing sequences. BTI reserves the right to revise its rates
for Operator Services and 700/900 network calls at any time. Operator Services
and 700/800/888/900 network calls shall not be available with the Dedicated
Services.
3.2 In areas where Intralata service is permitted, BTI shall pass
through to Customer any State or Regulatory Compensation Settlement(s) and or
surcharge(s) which may be imposed by the state regulatory agency.
4. RATES AND CALL DETAIL RECORDS.
4.1 Customer shall purchase and pay for the "On-Net RBOC Domestic
Switched Services" as defined in EXHIBIT B.1, and/or "Domestic Dedicated
Services" as defined in EXHIBIT C.1, and/or "Additional Services" as defined in
EXHIBIT E, unless otherwise noted, which is made part hereof. "Off-Net RBOC
Domestic Switched Services" will be provided at the rates defined in EXHIBIT
B.1, unless otherwise noted. For independent ANI's, Customer shall pay a $[ ]
per minute surcharge when Customer's usage originating in Independent areas
exceeds twenty percent (20%) of Customer's total usage of the Service. BTI
reserves the right to revise the surcharges on a quarterly basis.
4.2 Customer shall have the option of receiving call detail records
("CDR") for usage of the Services on (i) a monthly basis, (ii) a pre-xxxx run
basis (one day a week), or (iii) no CDR at all. Customer may also elect both
options (i) and (ii), which are detailed below.
A. If Customer elects option (i), then within ten business
days following the end of the monthly BTI billing cycle to which Customer's
account has been assigned, BTI shall deposit with an overnight delivery service
for delivery to Customer a magnetic tape containing CDR for the Services (the
"CDR Tape"). Each CDR Tape shall represent "monthly" usage (approximately thirty
days of usage) of the Services. The CDR Tapes will rate the Services at the
standard BTI Rates in effect at the time the Services were provided. Customer
shall pay applicable CDR charges as defined in EXHIBIT E.3.
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B. If Customer elects option (ii), then BTI shall deliver the
CDR by electronic data exchange ("Electronic Exchange") to either Customer's
designated mainframe computer or dedicated personal computer for each pre-xxxx
computer run performed by BTI (generally pre-xxxx runs are performed by BTI one
day a week). The CDR transfers via Electronic Exchange are initiated by BTI and
generally run during the evening or early morning hours. Customer shall pay
Electronic Transfer charges as defined in EXHIBIT G.1. In addition, Customer
shall subscribe to a BTI 800/888 number for CDR transfers via Electronic
Exchange. Customer shall be billed the applicable Inbound Services rates set
forth in EXHIBIT B.1 for said 800/888 number. Further, Customer shall be
responsible for the cost of hardware and software necessary at its location,
which hardware and software shall comply with the formats and technical
specifications that BTI may promulgate from time to time. If customer elects
both options (i) and (ii) the individual set up charges and the monthly
recurring charges for both options shall be applicable.
C. Customer shall select the applicable option or options at
the time it submits its first Subscription Checklist to BTI. Applicable set up
fees shall be billed to Customer, at the sole option of BTI, either along with
the initial pre-payment or on a later Customer Invoice. Customer may cancel an
option at any time on thirty days written notice. Customer may change an
existing option or select a new option at any time upon written notice and
payment to BTI of the applicable set up charge. Changes or new selections shall
not be effective any earlier than the second billing cycle following the date of
the receipt of payment for the applicable set up charge.
4.3 Customer acknowledges and agrees that the BTI billing system inputs
and outputs including, but without limitation to, the CDR and answer
supervision, are mutually acceptable, and meet common carrier industry
standards. BTI represents that the aforesaid billing system inputs and outputs
used for the Services will be substantially the same as those used by BTI for
its other customers utilizing services similar to those provided to Customer
hereunder. Customer further agrees that, except with respect to the Dedicated
Services, it shall not charge End-Users utilizing any of the Services for more
minutes of Services' usage than is contained in the CDR provided by BTI to
Customer.
5. ORDER PROCESSING.
5.1 Customer shall not be obligated to subscribe to all of the Services
being made available by BTI hereunder. At the time Customer requests
subscription to any of the Services, BTI shall supply Customer with a
subscription checklist and information sheet that must be completed by Customer
prior to implementation of the requested Services. The Subscription Checklist
shall require Customer to provide traffic information deemed necessary by BTI
for it to determine estimated usage volumes for the selected Services.
5.2 At the time Customer submits its first Subscription Checklist to
BTI, Customer shall select one of the options set forth below as the media by
which it will transmit to BTI (i) orders for the issuance of 800/888 Numbers,
(ii) orders for turn-up of End-User ANIs, and (iii) the End-User Information.
The media options are:
A. Facsimile transmission. If this option is selected the BTI
facsimile number and contact person is defined in Exhibit H.1. BTI may change
its facsimile number or contact person upon prior written notice to Customer.
If, during any month this option is in use, the number of 800/888 Numbers or
ANIs ordered by Customer exceed 100, then upon written notice BTI may, in its
sole discretion, require Customer to select one of the options set forth in
Section 5.2 b or c. Upon receipt of such written notice, Customer shall have
thirty days to make such selection. If Customer fails to timely make such
selection, BTI shall not be obligated to accept any further orders from Customer
until such selection has been made.
B. Magnetic tape.
C. Electronic Exchange, as per EXHIBIT G.2
D. Notwithstanding the foregoing options, if Customer has
elected Electronic Exchange for receiving call detail records pursuant to
Subsection 4.2 B, then Customer shall be deemed to have selected the same for
the purposes of this Subsection 5.2.
5.3 At the time Customer orders (i) the assignment of an 800/888
Number, or (ii) the turn up of an End-User ANI, Customer shall furnish BTI, via
the media selected by Customer pursuant to Subsection 5.2, with the name,
billing and service addresses and ANI, of each applicable End-User (the
"End-User Information"). Notwithstanding the preceding sentence, the End-User
Information shall not be required for End-Users utilizing the Dedicated
Services. The End-User Information is required for LEC account set-up, normal
call processing, and handling NXX level customer service. The End-User
Information shall be deemed to be Customer's Proprietary Information in
accordance with Section 14.
5.4 BTI shall activate use of 800/888 telephone numbers (the "800/888
Numbers") and End-User telephone numbers ("ANIs") presubscribed to BTI in
accordance with the following time frames:
A. For 800/888 Numbers, within fifteen business days of
receipt by BTI of complete and accurate End-User Information. If the End-User
Information submitted by Customer is not complete and accurate, BTI shall return
the same to Customer for correction and resubmission.
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B. Customer understands and agrees that activation of End-User
ANIs is subject to the End-User Information associated with such ANIs complying
with LEC established criteria. Assuming receipt of End-User Information that
complies with said LEC established criteria, End-User ANIs shall be activated
within ten business days of receipt by BTI of such End-User Information. If the
End-User Information does not comply with said LEC criteria, BTI shall attempt
to correct non-complying End-User Information to the extent BTI is able based on
any additional information that Customer may have submitted to BTI with respect
to the End-User ("Error Correction"). If BTI is unable to perform Error
Correction within a reasonable period of time not to exceed ten business days
after receipt of the LEC rejection notice, it shall resubmit the non-complying
End-User Information to Customer for Customer's correction and resubmission.
C. Subject to the provisions of subparagraph d below, once
each month BTI shall provide Customer with a written report detailing moves,
adds and termination for End-User ANIs presubscribed to BTI ("ANI Information").
If Customer has elected to receive the CDR via Electronic Exchange, then the ANI
Information shall be transmitted via Electronic Exchange rather than by a
written report.
D. If 15% or more of the End-User Information for End-User
ANIs submitted by Customer in any month fails to comply with the aforesaid LEC
criteria, BTI shall have the right in its sole discretion to (i) cease providing
Error Correction and ANI Information and require Customer to perform both
functions, and/or (ii) require Customer to provide a BTI training session
covering compliance with LEC criteria to appropriate Customer personnel. Such
training shall be at a location designated by Customer and Customer shall pay
BTI training fees as defined in EXHIBIT I.2.
5.5 In the event the volume of End-User ANIs or 800/888 Numbers
requested to be added to the BTI network by Customer is such that BTI
determines, in its sole discretion, that a delay in processing such requests is
required, BTI shall notify Customer of the delay of such processing.
6. 800/888 NUMBER REQUIREMENTS.
6.1 Upon receipt by BTI of Customer's order and the End-User
Information sent via the media selected by Customer pursuant to Subsection 5.2,
for the assignment of 800/888 Numbers to Customer for issuance to an End-User,
BTI shall assign the 800/888 Numbers to Customer in accordance with the
following. Customer agrees to pay applicable RespOrg, Directory Assistance and
installation fees with respect to Customer's requested 800/888 numbers as
defined in EXHIBIT D.1. Customer's order shall include the specific End-User ANI
to which an 800/888 Number will be translated. Customer understands and agrees
that due to the limited availability of 800/888 Numbers, BTI reserves the right,
in its sole discretion, to limit the quantity of 800/888 Numbers it assigns to
Customer. BTI does not guarantee the availability of any particular 800/888
Number requested by Customer. Customer agrees that it shall be subject to and
shall abide by the terms and conditions set forth in the BTI 800/888 Service
Order Form as the same may be modified by BTI from time to time. A copy of the
current form is attached hereto as EXHIBIT D.3 and made a part hereof. Customer
further agrees that it shall be responsible for (i) all pass through LEC fees
associated with 800/888 number record and administrative fees (ii) all charges
associated with the usage of the 800/888 Numbers assigned to Customer hereunder
including, but without limitation to, charges for Call Abuse, and (iii) all
claims by third parties, including End-Users, associated with the 800/888
Numbers assigned to Customer hereunder, regardless of whether or not Customer
issues such 800/888 Numbers to End-Users.
6.2 If usage of an 800/888 Number assigned to Customer impacts the BTI
network in such a manner that the unbillable calls for such 800/888 Number in
any month are greater than 5% of the billable calls for such 800/888 Number in
that month, Customer shall reduce the percentage to less than 5% within thirty
(30) days of written notice from BTI to do so. If Customer has not made such
reduction during such thirty (30) day period, BTI may, in its sole discretion,
commence charging Customer rates as defined in EXHIBIT D.1B.
6.3 Pursuant to Section 276 of the Telecommunications Act of 1996, the
Federal Communications Commission has prescribed regulations that establish a
per call compensation plan to ensure that all Payphone Service providers are
compensated for completed Intrastate and Interstate calls. If BTI is required to
pay any compensation to Payphone Service providers pursuant to Section 276 or
such regulations with respect to the services purchased by Customer under this
agreement, BTI reserves the right to pass-through to Customer all, or a portion
of such charges.
7. DEDICATED SERVICES REQUIREMENTS.
7.1 Prior to BTI being obligated to provide the Dedicated Services,
Customer shall provide BTI with a three month forecast for its estimated usage
of the Dedicated Services setting forth (i) the traffic distribution by lata for
call termination, and (ii) the number of minutes of peak traffic for call
termination. Customer shall provide BTI with a quarterly update of such
forecast. BTI shall supply Customer with appropriate forecasting forms. At its
discretion, BTI may accept a Subscription Checklist in lieu of said forecast.
7.2 Commencing in the third full month after the first Customer
dedicated circuit is connected to a BTI Switch sites as defined in EXHIBIT C.1.,
Customer shall be responsible for a minimum of minutes as defined in EXHIBIT
C.1, in the aggregate of domestic and international Dedicated Services' usage
each month (averaged) for each dedicated circuit connected. If such minimum
usage is not attained in any
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month, BTI shall give Customer thirty days notice prior to invoking a shortfall
charge to the Customer Invoice for that month in an amount equal to the number
of minutes of shortfall times a rate per minute as defined in EXHIBIT C.1.
7.3 Customer is responsible, at its sole expense, for all ordering of,
and charges for, dedicated facilities and equipment required to maintain access,
interconnection and interface with BTI equipment and the BTI network. Technical
specifications for such interconnection and interface are set forth in the
Terms.
8. SERVICE BLOCKAGE AND CANCELLATION.
8.1 Upon Customer's request sent via the media selected by Customer
pursuant to Subsection 5.2, BTI shall use reasonable efforts to immediately
block or cancel the Services to a specific End-User ANI, Authcode, or 800/888
Number, but in no event later than twenty-four hours after receipt of said
request. Except in instances of its willful misconduct, BTI shall not be liable
to Customer or End-Users for any damages, costs or charges with respect to the
failure of BTI to block or cancel the Services in accordance with Customer's
request. Customer shall be solely responsible for and shall hold BTI harmless
from any claims by End-Users and other third parties related to the blocking of,
or cancellation of the Services to an End-User ANI, Authcode, or 800/888 Number
by BTI at the request of Customer.
8.2 If an 800/888 Number assigned to Customer is blocked or canceled in
accordance with the terms of this Agreement, then after such blockage or
cancellation, BTI shall at Customer's option and expense, (i) re-translate such
800/888 Number to Customer's customer service telephone number, (ii) retranslate
such 800/888 Number to a BTI voice mail box order by Customer or (iii)
disconnect the 800/888 Number from the network. BTI shall provide Customer with
written notice of the re-translation or disconnect. Customer shall inform BTI in
writing as to which of the above re-translation or disconnect options Customer
selects. If Customer does not make such selection within ten calendar days of
the date of said written notice from BTI, Customer shall be deemed to have
selected option (iii).
9. CALL ABUSE MONITORING.
9.1 BTI monitors its network in an attempt to detect unauthorized usage
("Call Abuse") of an ANI, Authcode, or 800/888 Number ("Standard Monitoring").
Customer authorizes BTI to apply Standard Monitoring to End-User ANIs,
Authcodes, and 800/888 Numbers assigned to Customer. Customer understands and
agrees that BTI shall not be obligated to provide any type of Call Abuse
monitoring for the Dedicated Services. If, pursuant to its Standard Monitoring,
BTI determines that Call Abuse is or may be occurring, BTI shall have the right,
but not the obligation, to block usage of the Services from any ANI, Authcode,
or 800/888 Number associated with the suspected Call Abuse. If BTI elects to
block the Services it shall use reasonable efforts to immediately notify
Customer of such blockage via facsimile, but in no event later than twenty-four
hours after blockage. BTI shall remove a blockage within twenty-four hours of
Customer's written request. In lieu of blocking the Services, BTI may at its
sole option, contact Customer by facsimile and request Customer to substantiate
authorization for the suspected Call Abuse. Within twenty-four hours from its
receipt of the BTI facsimile, Customer shall inform BTI by facsimile as to what
action it wishes BTI to take regarding such suspected Call Abuse.
9.2 Except in instances of its willful misconduct, BTI shall not be
liable to Customer or an End-User for damages, costs or charges, including
charges for Call Abuse, arising from acts or omissions of BTI in applying or
failing to adhere to its Standard Monitoring practices. Customer shall be solely
responsible for and shall hold BTI harmless from all expenses, charges and costs
for usage attributable to End-User ANIs, Authcodes, and 800/888 Numbers assigned
to Customer, including all charges for Call Abuse.
9.3 The BTI facsimile numbers and contact persons to be used for the
purposes set forth in this Section 9 are defined in EXHIBIT I.3. Either party
may change its respective facsimile number or contact person upon prior written
notice to the other party.
10. ADDITIONAL CUSTOMER OBLIGATIONS.
10.1 Customer hereby represents and warrants that (i) it has been
assigned a carrier identification code by BellCore; and (ii) that it is
certified to do business and, if required, certified by the proper regulatory
agencies to provide interstate, intrastate and international long distance
services to End-Users in those states where such services are to be provided by
Customer.
10.2 BTI reserves the right to require submission of LOAs for ANIs.
Customer shall be ultimately responsible for LEC Primary Interexchange Carrier
change charges ("PIC Charges") that may be imposed on BTI as a result of
End-Users moving onto or off of the BTI network or as a result of Customer's
inability or refusal to provide original End-User LOAs to BTI or a LEC. Any such
PIC Charges shall be billed to Customer periodically on a Customer Invoice.
Customer understands and agrees that if an End-User presubscribed to BTI is
subject to any PIC Charges that the BTI name will appear on such End-User's LEC
xxxx as the long distance carrier selected by the End-User.
10.3 Customer shall comply with Section 64.1100 of the FCC's Rules and
Regulations, as well as other applicable law or regulation pertaining to the
sale and delivery of telecommunications service(s) to Customer's End-User. BTI
shall not be liable to Customer's End-User for any claim, liability or expense
asserted by those End-Users in connection with Customer's sale of delivery of
such services(s), including
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the unauthorized conversion of an End-User's Primary Interexchange Carrier
("PIC") designation to Customer's Carrier Identification Code ("CIC"). In
addition, Customer shall indemnify and hold BTI harmless from any actions,
claims, suits or damages arising out of Customer's violation of any FCC or other
applicable law or state regulation, and Customer shall pay all reasonable
attorney fees and costs incurred by BTI in connection with such actions, claims,
suits or damages.
10.4 Customer shall be responsible for all customer service functions
for the End-Users and shall supply BTI with a toll-free telephone number to
which BTI can refer End-Users that call BTI with customer service issues. A list
of the BTI network recordings that either identify BTI as an end-user's carrier
or that reference the BTI customer service telephone number are set forth in
EXHIBIT L attached hereto and made a part hereof. Customer understands and
agrees that BTI shall not be obligated to change said recordings to identify
Customer as the carrier or to reference Customer's customer service telephone
number.
10.5 Customer shall be responsible for and pay all expenses in
connection with its business and its performance of this Agreement. To the
extent Customer makes any statements or representations to third parties
(including End-Users) with regard to BTI, the Services, or the terms of this
Agreement, such statements or representations shall be true, accurate and not
misleading and shall conform to and be consistent with the terms of this
Agreement.
11. PAYMENT TERMS AND OBLIGATIONS.
11.1 A. BTI shall invoice Customer via facsimile or overnight mail on
or about the fifth day after the close of each of Customer's monthly billing
cycles for the Services provided by BTI during such monthly billing cycle and
for any other sums due BTI hereunder the ("Customer Invoice"). Each Customer
Invoice will rate the Services at the then current BTI contracted rates, less
any applicable discount credits for which Customer may be eligible pursuant to
EXHIBITS B, C, D, E, & G.
B. Each Customer Invoice shall be paid by Customer via wire
transfer of immediately available funds to the account designated by BTI or by
other means acceptable by BTI, within twenty- five days (25) calendar days from
the date of the Customer Invoice.
C. The Customer facsimile number and contact person for
purposes of this Subsection 11.1 are defined in EXHIBIT I.4A. Customer may
change said facsimile number and contact person upon written notice to BTI.
11.2 A. Customer agrees to pay BTI set-up fees as defined in EXHIBIT A.
B. CREDIT LIMIT. BTI reserves the right to establish a credit
limit for Customer to include but not be limited to all fees, charges and usage
(billed and/or unbilled). Customer's credit limit will be reviewed on a monthly
basis by the BTI Credit department and is subject to adjustment at any time.
When Customer has reached or exceeded the preset credit limit, Customer will be
notified via a phone call to the authorized contact person, and phone number, as
stated on the credit application. The Customer will then have forty-eight (48)
hours to cure the balance via wire transfer. BTI reserves the right to
disconnect facilities when Customer has reached or exceeded the preset credit
limit if Customer has not shown good faith to cure the existing balance or if
evidence of funding is not available.
C. BTI shall waive the standing Letter of Credit for Customer
until such time as Customer's monthly billing reaches an amount per month as
defined in EXHIBIT J. At the time Customer's billing reaches the amount per
month as defined in EXHIBIT J, BTI and Customer agree to negotiate a standing
Letter of Credit based upon the review of Customer's monthly billing and prior
payment history. Should a standing Letter of Credit be requested, Customer shall
provide, an irrevocable, standing Letter of Credit, without conditions, to
secure Customer's payment obligation hereunder. The Letter of Credit shall be
from a financial institution acceptable to BTI in an amount equal to a minimum
of two (2) months billing. BTI shall not be obligated to provide the Services
until such time as it receives such a satisfactory Letter of Credit. Customer
shall be responsible for all fees and expenses in obtaining the Letter of Credit
and any amendments or supplements thereto or replacements thereof. Customer
shall at all times during the term of this Agreement maintain the Letter of
Credit in full force and effect in accordance with the terms herein.
D. Customer agrees that from time to time, at the written
request of BTI, Customer shall have the Letter of Credit amended or supplemented
or a new letter of credit issued, to increase the amount of the Letter of Credit
to equal two times the amount of the Customer's most recent Customer Invoice.
Customer further agrees that in the event BTI is required to draw on the Letter
of Credit to pay any Customer Invoices, Customer shall upon the written request
of BTI replace the drawn on Letter of Credit with a new letter of credit in
form, content and amount satisfactory to BTI. In the event Customer fails to
maintain the Letter of Credit in full force and effect or fails to have the
Letter of Credit amended, supplemented or replaced within ten business days of
written request from BTI, then BTI shall have the right to immediately proceed
with its remedies under Subsection 11.3.
E. Customer may deduct from BTI invoice xxxxxxxx for amounts
reasonably disputed by Customer, provided Customer (i) pays all undisputed
charges on or before the Due Date, (ii) presents a written statement of any
billing discrepancies to BTI in reasonable detail on or before the Due Date of
the invoice in question, and (iii) negotiates in good faith with BTI for the
purpose of resolving such dispute. In the event such dispute is resolved in
favor of BTI, Customer agrees to pay BTI the disputed amounts together with any
applicable late fees within fifteen (15) days of the resolution. In the event
the dispute
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cannot be resolved within a period of sixty (60) days following the Due Date of
the invoice in question (unless BTI has agreed in writing to extend such
period), the dispute will forwarded to the Executive Offices of both BTI and the
Customer. In the event the dispute has not been resolved within fifteen (15)
days following the forwarding to Executive Management, either party may seek
legal remedies as defined in SECTION 16.8 of this agreement. BTI shall not be
obligated to consider any Customer notice of billing discrepancies which are
received by BTI more than sixty (60) days following the Due Date of the invoice
in question. In the event Customer fails to pay an invoice in full because of a
billing dispute, BTI shall have the right, after giving Customer five (5) days
prior notice, to suspend all or any portion of the service to Customer until
such time as the dispute is resolved.
F. In the event Customer fails to timely pay a Customer
Invoice in full, BTI shall have the right to draw on the Letter of Credit for
the full face amount. BTI shall apply the funds from the Letter of Credit to any
outstanding Customer Invoice and credit any excess funds to Customer's account.
11.3 In the event Customer fails to timely pay any Customer Invoice in
full or timely provide any new, amended or supplemented Letter of Credit,
Customer shall be in incurable breach hereunder. In the event of such incurable
breach, or if Customer otherwise breaches this Agreement (and any such breach
remains uncured beyond any available cure period herein), BTI shall have the
right to (i) withhold delivery of the CDR Tapes or cease Electronic Exchange
whichever is applicable; (ii) draw on any Letter of Credit; and/or (iii)
terminate this Agreement without liability, including cancellation of the
Services to Customer and/or End-Users and enforce any contract minimums
throughout the term of the Agreement.
11.4 Customer acknowledges and agrees that time is of the essence with
respect to the payment of any Customer Invoices and the provision of the Letter
of Credit (including any amendments, supplements or replacements) and that it
shall have no opportunity to cure any breach by it with respect to the payment
of Customer Invoices and the provision of said Letter of Credit. Customer
further acknowledges and agrees to the following with respect to termination of
this Agreement by BTI for Customer's non-payment or failure to supply said
Letter of Credit:
A. That Customer shall not seek legal or equitable remedies
including, but without limitation to, injunctive relief, that would require BTI
to continue providing the Services to Customer and/or End-Users while any
Customer Invoices remain unpaid or a satisfactory Letter of Credit has not been
delivered to BTI.
B. That upon termination of this Agreement, BTI has the right
to cancel or block the Services to End-Users; that such cancellation or blockage
may have an adverse impact on an End-User's business; and that Customer shall be
solely responsible for all claims asserted by End-Users or other third parties
associated with such blocking or cancellation of the Services by BTI.
C. That cancellation or blockage of the Services to Customer
and/or End-Users will have a negative impact on Customer's business for which
BTI shall have no liability.
11.5 Customer shall be responsible for payment of, or reimbursement to
BTI for, Universal Service Fund and Lifeline Assistance Charges (monthly
presubscribed line charges) as set forth in the National Exchange Carrier
Association (NECA) Tariff FCC #5, sections 8.5.1, 8.5.2 and 17.1.4 (A) & (B), as
the same may be amended from time to time or any successor tariffs or sections,
unless Customer is exempt from USF charges based on FCC Certified Carrier
status. Customer shall also be responsible for payment of, or reimbursement to
BTI for any FCC imposed fees to include, but not limited to, Presubscribed
Interexchange Carrier Charges (PICCs) as defined in the Accesss Charge Reform
Docket No. 96-262, and Payphone Owner Compensation as set forth in the FCC
Report and Order in CC Docket No. 96-128. Said charges shall be included on
Customer Invoices and shall be calculated based on the number of End-User
telephone lines presubscribed to BTI.
A. UNIVERSAL SERVICE FUND (USF)- The Universal Service Fund is
a mandated FCC fee that supports the availability of basic telephone service at
reasonable rates to rural communities, rural health care facilities and
libraries. A pass thourgh charge of [ ]% of the total Interstate and
Intrastate usage by Customer of BTI's Reseller Services will be billed to
Customer unless Customer is exempt from USF charges based on Customer's FCC
Certified Carrier status. This charge is calculated and billed on a monthly
basis.
B. PRESUBSCRIBED INTEREXCHANGE CARRIER CHARGE (PICC) - The FCC
has permitted Local Exchange Carriers (LECs) to charge long distance companies
for access to their local networks with a fee for every presubscribed line. BTI
will charge Customer a fee of $[ ] for each presubsribed line PICed to BTI.
This fee is billed on a monthly basis for each presubscribed line.
C. PAYPHONE OWNER COMPENSATION - The FCC has mandated Payphone
Owner Compensation for calls originated on a Long Distance Carriers network via
authorization code, CIC 10XXX, and or toll-free number (800/888). In compliance
with this ruling, BTI will be passing through a $[ ] surcharge to Customer on
each call completed by authorization code, CIC 10XXX and/or toll-free (800/888).
11.6 Within ten days after the effective date of this Agreement,
Customer shall furnish to BTI, and keep current during the term of this
Agreement, appropriate tax exemption certificates for all applicable
jurisdictions (federal, state and local) in which it performs the End-User
billing. Customer shall be responsible for properly taxing the End-Users and for
the proper and timely reporting and payment of applicable taxes to the taxing
authorities and shall hold BTI harmless from payment and reporting of all
applicable federal, state and local taxes, including but not limited to, gross
receipts taxes, surcharges,
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franchise fees, occupational, excise and other taxes (and penalties and interest
thereon), relating to the Services. Such indemnification shall include costs and
expenses (including reasonable attorney's fees) incurred by BTI in defending or
appealing any actions brought against it relating to said taxes. In the event
Customer fails to provide and maintain the required certificates, BTI shall have
the right, but not the obligation, to add applicable taxes to the Customer
Invoices.
11.7 Customer hereby acknowledges that xxxxxxxx are done on a monthly
basis for service at the rates described in the aforementioned Exhibits and must
be paid within thirty (30) days of date of xxxx by Customer (Due Date). If
payment is not received by BTI within thirty (30) days, Customer agrees to pay
BTI a one and one-half percent (1.5%) late charge on all outstanding balances.
Furthermore, if payment of services is greater than fifteen (15) days past due,
BTI also reserves the right to terminate service upon five (5) days prior
written notice to Customer. This termination does not relieve Customer of
payment performance for the period of time in which service was actually
provided (i.e., prior to termination).
11.8 In the event Customer fails to pay BTI invoiced amounts as
required and BTI notifies Customer that Customer's End-User's service will be
terminated for non-payment, Customer agrees to notify, jointly with BTI, the
Customer's End-Users of the potential disruption of service, by the mailing of a
letter, signed by Customer, to each End-User, containing the language defined in
EXHIBIT M. The mailing of the letter applies only where: (i) the End-User is
still Customer's End-User and BTI is the underlying carrier; (ii) Customer is
reselling to End-User any of the BTI services in Section 2 of this Agreement.
12. TERM AND TERMINATION.
12.1 Subject to any early termination provisions provided herein, this
Agreement shall be for the term of one year from and after the effective date of
this Agreement (the "Initial Term"). Unless either party provides the other
party with at least ninety (90) days written notice prior to expiration of the
Initial Term of its intent to discontinue this Agreement upon expiration of the
Initial Term, then upon such expiration this Agreement shall automatically
continue until the earlier to occur of (i) termination as provided elsewhere
herein, or (ii) termination by a party upon ninety days written notice.
12.2 Upon written notice to Customer, this Agreement may be immediately
terminated by BTI, without liability, (i) where provided for in this Agreement,
(ii) in accordance with its rights to cancel service as set forth in the Terms,
or (iii) after the occurrence of any of the following events:
A. Upon the insolvency or dissolution of the Customer;
B. The making by the Customer of any general assignment or
arrangement for the benefit of creditors; the filing by or against the Customer
of a petition to have it adjudged a bankrupt or for a reorganization or
arrangement under any federal state bankruptcy or insolvency laws, unless any
such petition shall be dismissed or discharged within thirty days of its filing;
the appointment of a trustee or receiver to take possession of all or
substantially all the Customer's assets, where such fiduciary is not dismissed
within thirty days of its appointment; the attachment, execution, or other levy
or seizure of all or substantially all of the Customer's assets, where such
event is not discharged within thirty days of its initiation;
C. Pursuant to any order by the FCC or a state Public Utility
of Service Commission denying Customer certification or authorization to provide
long distance services as contemplated herein.
D. If Customer fails to abide by the requirement in paragraph
10.3 as it relates to unauthorized conversion of an End-User's PIC, the
following shall apply:
Upon the second (2nd) finding by a court, the FCC or state commission of an
unauthorized conversion of Customer's End-User's PIC, such finding shall be
regarded as a material breach of the Agreement and BTI may terminate the
Agreement upon five (5) days written notice to Customer. In such case, BTI will
provide Customer up to six (6) months to convert such traffic to another vendor;
provided that however, during the six (6) month period, upon a third (3rd)
finding by a court, the FCC or state commission of an unauthorized conversion of
a Customer's End-User's PIC, BTI may terminate the Agreement on five (5)
business days written notice for such Customer.
12.3 In the event of a breach of any material term or condition of this
Agreement, (except for payment of funds due BTI which is covered by Subsection
11.3 or other breaches the remedy for which is covered elsewhere herein) by a
party, the other party may terminate this Agreement upon thirty days written
notice to the breaching party, subsequent to a sixty (60) day cure period,
unless the breaching party cures the breach, or takes prompt steps to cure the
breach that cannot be reasonably cured during said period, prior to expiration
of said thirty day period. The aforementioned conditions include BTI's failure
to provide service and or quality which meets industry standards. Customer's
right to cancel service under the Terms is superseded by its termination rights
under this Agreement.
12.4 Upon termination or expiration of this Agreement, each party shall
(i) immediately discontinue the use, if any, of all trade names, service marks,
trademarks, Proprietary Information, and other materials provided to it by the
other party, and (ii) each party shall promptly deliver to the other all
Proprietary Information furnished to it, including all copies thereof.
13. MONTHLY COMMITMENT.
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13.1 Customer's monthly usage shall equal or exceed amounts as defined
in EXHIBIT A.
13.2 BTI will rate Customer's usage at pricing schedule as per EXHIBITS
B, C, E, F & H.
14. TRADE SECRETS AND CONFIDENTIALITY.
14.1 Each party agrees that all information furnished to it and
identified by the other party as being confidential or proprietary information
or trade secrets (collectively referred to as "Proprietary Information"), is,
and shall continuously remain, the sole and exclusive property of the party
furnishing the same (the party furnishing the Proprietary Information
hereinafter referred to as the "Disclosing Party" and the other party
hereinafter referred to as the "Receiving Party"). Each party shall treat the
Proprietary Information and the contents of this Agreement in a confidential
manner and, except to the extent necessary in connection with the performance of
its obligations under this Agreement, neither party shall directly or indirectly
disclose the same to any third party without the written consent of the
Disclosing Party.
14.2 The Proprietary Information is to be used by the Receiving Party
only for the purposes contemplated herein and the Receiving Party shall not
disclose the same to any one other than its employees who have a need to know
and who agree to be bound by the terms of this Section 14. The Proprietary
Information shall not be copied or retained by the Receiving Party in written
form and all originals and any copies or summaries thereof shall be returned to
the Disclosing Party upon request.
14.3 Each party acknowledges that its breach or threatened breach of
this section may cause the Disclosing Party irreparable harm which would not be
adequately compensated by monetary damages. Accordingly, in the event of any
such breach or threatened breach, the Receiving Party agrees that equitable
relief, including temporary restraining orders or preliminary or permanent
injunctions, shall be an available remedy in addition to any other legal
remedies to which the Disclosing Party may be entitled.
14.4 Neither party shall use the name, trade name, service marks,
trademarks, or printed materials of the other party, in any promotional or
advertising material, statement, document, press release or broadcast without
the written consent of the other party.
14.5 The parties acknowledge the existence of a highly competitive long
distance marketplace and understand and agree that either party may offer to
provide long distance services to customers of the other party, including
End-Users, in accordance with such rates and terms as a party and the customer
may agree upon, provided however, that a party shall not at any time use
Proprietary Information of the other party in soliciting customers for long
distance services. Provided further, Customer shall not, in any marketing
activities to existing BTI customers, use the fact that BTI is the Customer's
underlying carriers, as an inducement for such customers to switch their long
distance service to Customer.
15. LIMITATION OF LIABILITY AND INDEMNIFICATION.
15.1 PROVISIONS RELATING TO THE LIMITATION OF BTI LIABILITIES AND ITS
DISCLAIMER OF WARRANTIES ARE SET FORTH IN THE TERMS. IN ADDITION TO SAID
PROVISIONS, BTI SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR
REVENUES, CREDITS FOR SERVICE OUTAGES OR LOST TRAFFIC AND SUBSCRIBER CREDITS.
15.2 It being the express intent of the parties that Customer be solely
responsible for all claims of End-Users relating to the Services, Customer
agrees that it shall be solely responsible for any credits or adjustments that
may be issued or required to be issued to End-Users and that it shall not be
entitled to any credits or adjustments from BTI on a Customer Invoice or
otherwise for credits or adjustments given to End-Users. Further and in addition
to its indemnification obligations set forth in the Terms, Customer shall be
responsible for and shall save, defend, indemnify, and hold BTI and its
directors, officers, employees and agents free and harmless from any and all
claims (including any and all claims of End-Users and regulatory agencies),
taxes, expenses, damages, lawsuits, or other liabilities (including without
limitation, reasonable attorneys' fees and court costs) relating to or arising
out of (i) the operation of Customer's business; (ii) Customer's activities
hereunder; and (iii) Customer's breach of any of the terms or provisions of this
Agreement.
15.3 In no event will either party hereto be liable to the other party
for any indirect, special, incidental or consequential losses or damages,
including without limitation, loss of revenue, loss of customers or clients,
loss of goodwill or loss of profits arising in any manner from this Agreement
and the performance or nonperformance of obligations hereunder.
15.4 The statute of limitations applicable to all claims arising under
this Agreement shall be one year from the date the claim accrues.
16. MISCELLANEOUS.
16.1 RELATIONSHIP OF PARTIES. BTI and Customer acknowledge and agree
that the relationship between them is solely that of independent contractors,
and nothing herein shall be construed to constitute the parties as
employer/employee, partners, joint ventures, co-owners, or otherwise as
participants in a joint or common undertaking. Neither party, nor their
respective employees, agents or representatives,
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shall have any right, power or authority to act or create any obligation,
express or implied, on behalf of the other.
16.2 LIMITATION ON ASSIGNMENT. Not withstanding the foregoing, Customer
may assign or delegate its obligations hereunder to any affiliate or subsidiary
of Customer without the prior written consent of BTI, but upon reasonable
written notice to BTI. Such assignment shall not relieve Customer of any
obligations or liabilities hereunder. This Agreement shall be binding upon and
inure to the benefit of Customer and its successors and assigns.
16.3 ENTIRE AGREEMENT. This Agreement, the Terms and any Exhibits
attached hereto contain the entire agreement between BTI and Customer concerning
the subject matter hereof, and any representations or agreements, oral or
otherwise, not embodied herein, are superseded by the terms hereof and shall be
of no force or effect. Neither this Agreement, nor its execution, have been
induced by any reliance, representation, stipulation, warranty, agreement or
understanding of any kind other than those herein expressed. No change or
modification of this Agreement shall be valid unless the same be in writing and
signed by the parties.
16.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The individuals signing
this Agreement by their signatures below represent and warrant that they are
authorized to bind and do so bind the party on behalf of which they are
executing this Agreement.
16.5 COMPLIANCE WITH LAWS. During the term of this Agreement, the
parties hereto shall comply with all local, state and federal laws and
regulations applicable to this Agreement or to their respective businesses;
further, the parties shall obtain, file and maintain any tariffs, permits,
certifications, authorizations, licenses or similar documentation as may be
required by the Federal Communications Commission, a state Public Utility or
Service Commission, or any other governmental body or agency having jurisdiction
over their respective businesses. Upon request, each party shall supply the
other with copies of such tariffs, permits, certifications, etc.
16.6 THIRD PARTIES. The provisions of this Agreement and the rights and
obligations created hereunder are intended for the sole benefit of BTI and
Customer, and shall not create any right, claim or benefit on the part of any
person not a party to this Agreement, including End-Users.
16.7 SURVIVAL OF PROVISIONS. Any obligations of the parties relating to
moneys owed, as well as those provision relating to confidentiality, limitations
on liability and actions and indemnification, shall survive termination or
expiration of this Agreement.
16.8 GOVERNING LAW. Except as otherwise required by tariff or federal
law, this Agreement shall be governed by Delaware law with exclusive
jurisdiction in the federal courts for the Eastern District of North Carolina.
Customer (i) agrees that the Courts of the State of North Carolina (including
the United States District Court for the Eastern District of North Carolina)
shall have exclusive jurisdiction and be the venue for any action arising under
this Agreement; and (ii) submits itself to the exclusive jurisdiction of said
Courts for purposes of any such action.
16.9 RATE ADJUSTMENTS. BTI reserves the right to change the rates
disclosed in this Agreement upon fifteen(15) days prior written notification to
Customer. In such case, Customer may elect to terminate this agreement provided
the Customer gives written notification of such election at least five (5) days
prior to effective date of such change.
16.10 BTI APPROVAL. This Agreement is subject to final approval by BTI
and Customer and shall not be binding unless executed by BTI and Customer. In
order to be binding, any modifications to this Agreement must be in writing and
signed by an officer of BTI and Customer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective on the date first set forth above.
BTI KNOLOGY HOLDINGS, INC.
BY: /s/ BY: /s/
------------------------------- ---------------------------------
TITLE: PRESIDENT & COO TITLE: General Counsel-Vice President
DATE: 9/25/98 DATE: 9/15/8
------------------------------ ---------------------------------
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT A
SET-UP FEES & MONTHLY COMMITMENT CHARGES
SET-UP FEES
Customer agrees to pay BTI a one time fee of $[ ] at the time of
subscription. Said fee is refundable at such time as Customer's monthly billing
exceeds $[ ].
MONTHLY COMMITMENT
Customer's monthly usage shall equal or exceed [ ] Dollars
($[ ]) per month ("Monthly Commitment") for months three (3) through
twelve(12) and [ ] Dollars ($[ ]) per month "Monthly
Commitment" for months thirteen (13) through eighteen (18). Should Customer's
usage fall below the "Monthly Commitment", Customer agrees to pay BTI an amount
equal to the "Monthly Commitment".
BTI KNOLOGY HOLDINGS, INC.
INITIAL: INITIAL:
----------- -----------
DATE: 9/25/98 DATE: 9/15/98
--------------- --------------
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT B
TIER A - DOMESTIC SWITCHED SERVICES
INTERSTATE
USAGE PER MONTH RATE
--------------- ----
$ 0 - $ 75,000 $[ ]
$ 75,001 - $ 250,000 $[ ]
$ 250,001 AND OVER $[ ]
INTRASTATE
STATE RATE
----- ----
ALABAMA [ ]
ARIZONA [ ]
CALIFORNIA [ ]
COLORADO [ ]
CONNECTICUT [ ]
DELAWARE [ ]
DISTRICT OF COLUMBIA N/A
FLORIDA [ ]
GEORGIA [ ]
ILLINOIS [ ]
INDIANA [ ]
KANSAS [ ]
MARYLAND [ ]
MICHIGAN [ ]
MINNESOTA [ ]
MISSOURI [ ]
MONTANA [ ]
NEBRASKA [ ]
N. CAROLINA [ ]
NEW JERSEY [ ]
NEW YORK [ ]
OHIO [ ]
OKLAHOMA [ ]
PENNSYLVANIA [ ]
SOUTH CAROLINA [ ]
SOUTH DAKOTA [ ]
TENNESSEE [ ]
TEXAS [ ]
UTAH [ ]
VIRGINIA [ ]
TIER B - DOMESTIC SWITCHED SERVICES
INTERSTATE
USAGE PER MONTH RATE
--------------- ----
$ 0 - $ 75,000 $ [ ]
$ 75,001 - $ 250,000 $ [ ]
$ 250,001 AND OVER $ [ ]
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
TIER B - INTRASTATE
STATE RATE
ARKANSAS [ ]
IDAHO [ ]
IOWA [ ]
KENTUCKY [ ]
LOUISIANA [ ]
MAINE [ ]
MASSACHUSETTS [ ]
MISSISSIPPI [ ]
NEVADA [ ]
NEW HAMPSHIRE [ ]
NEW MEXICO [ ]
NORTH DAKOTA [ ]
OREGON [ ]
RHODE ISLAND [ ]
VERMONT [ ]
WASHINGTON [ ]
WEST VIRGINIA [ ]
WISCONSIN [ ]
WYOMING [ ]
OFF-SHORE SWITCHED RATES
INTERSTATE/INTRASTATE (AK,HI,PR,USVI, CANADIAN)
USAGE PER MONTH RATE
--------------- ----
$ 0 - $ 75,000 $[ ]
$ 75,001 - $ 250,000 $[ ]
$ 250,001 AND OVER $[ ]
800/888 SERVICES
DOMESTIC
USAGE PER MONTH RATE
--------------- ----
$ 0 - $ 75,000 $[ ]
$ 75,001 - $ 250,000 $[ ]
$ 250,001 AND OVER $[ ]
OFF-SHORE (HI,AK,PR,USVI, CANDIAN)
USAGE PER MONTH RATE
--------------- ----
$ 0 - $ 75,000 $[ ]
$ 75,001 - $ 250,000 $[ ]
$ 250,001 AND OVER $[ ]
** CUSTOMER WILL BE BILLED RATES AT THE $75,001 - $250,000 VOLUME LEVEL MONTHS
ONE (1) THROUGH THREE (3). COMMENCING IN MONTH FOUR (4), CUSTOMER WILL BE BILLED
RATES BASED ON ACTUAL USAGE.
NOTES: ALL DOMESTIC 1+ TRAFFIC SHALL BE BILLED IN SIX (6) SECOND INCREMENTS. ALL
800/888 TRAFFIC WILL BE BILLED IN SIX (6) SECOND INCREMENTS WITH A EIGHTEEN (18)
SECOND MINIMUM.
BTI KNOLOGY HOLDINGS, INC.
INITIAL: ________ INITIAL: _________
DATE: __________ DATE: __________
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14
[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT C
C.1 DEDICATED INTERSTATE, INTRASTATE AND NATIONWIDE 800/888 RATES
DOMESTIC DEDICATED SERVICES
---------------------------
USAGE PER MONTH INTERSTATE RATE INTRASTATE RATE
$ 0 - $ 75,000 $[ ] $[ ]
$ 75,001 - $ 250,000 $[ ] $[ ]
$ 250,001 AND OVER $[ ] $[ ]
OFF-SHORE DEDICATED SERVICES
----------------------------
ALASKA, HAWAII, PUERTO RICO, U.S. VIRGIN ISLANDS
USAGE PER MONTH RATE
$ 0 - $ 75,000 $ [ ]
$ 75,001 - $ 250,000 $ [ ]
$250,001 AND OVER $ [ ]
Note: All dedicated Services are F.O.B. BTI Switch Sites (Raleigh NC, Orlando
FL, Atlanta GA, New York NY, and Dallas TX). Customer is responsible
for Local Loop and Backhaul charges.
MINIMUM REQUIRED MINUTES
Customer shall be responsible for a minimum of [ ] minutes in the
aggregate of domestic and international Dedicated Services' usage each
month (averaged) for each dedicated circuit connected.
SHORTFALL CHARGES
BTI shall give Customer thirty days notice prior to invoking a
shortfall charge to the Customer Invoice for that month in an amount
equal to the number of minutes of shortfall times $[ ] per minute.
BTI KNOLOGY HOLDINGS, INC.
INITIAL: _________ INITIAL: _________
DATE: 9/25/98 DATE: 9/15/98
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT D
800/888 SERVICES
D.1 800/888 INSTALLATION FEES
Customer agrees to pay a monthly fee of $[ ] per active 800/888 number for
which BTI is the RespOrg. BTI will provide 800/888 Directory Assistance for
Customer at a monthly fee of $[ ] per 800/888 number, with an installation
charge of $[ ] per 800/888 number.
D.1A 800/888 NASC FEES
Customer agrees to pay a BTI a pass through fee of $[ ] per 800/888 for the
NASC fees associated with the release of 800/888 numbers held in the SMS
database.
D.1B UNBILLABLE CALL CHARGES
BTI may, in its sole discretion, commence charging Customer $[ ] for each
unbillable call for each subsequent month in which unbillable calls are greater
than 5% of the billable calls.
D.2 ENHANCED 800/888 SERVICE RATES
SERVICE INSTALL CHANGE MONTHLY
NPA Restriction $ [ ] $ [ ] $ [ ]
NPA Blocking $ [ ] $ [ ] $ [ ]
Time of Day Routing $ [ ] $ [ ] $ [ ]
Day of Week Routing $ [ ] $ [ ] $ [ ]
Holiday Routing $ [ ] $ [ ] $ [ ]
Area Code Routing $ [ ] $ [ ] $ [ ]
Percentage Call Allocation $ [ ] $ [ ] $ [ ]
Dialed Number ID Services (DNIS) $ [ ] $ [ ] $ [ ]
Uniform Call Distribution (UCD) $ [ ] $ [ ] $ [ ]
Route Advance $ [ ] $ [ ] $ [ ]
Intercept 800/888 $ [ ] $ [ ] $ [ ]
($[ ] per call over 500 calls)
BTI KNOLOGY HOLDINGS, INC.
INITIAL: ________ INITIAL: _________
DATE: __________ DATE: __________
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EXHIBIT D
D.3 800/888 PORTABILITY REQUEST FORM
This information will be provided in the New Customer Information Package.
D.4 800/888 NUMBER RESPONSIBLE ORGANIZATION CHANGE AUTHORIZATION
This information will be provided in the New Customer Information Package.
D.4A RESPONSIBLE ORGANIZATION CHANGE FORM
This information will be provided in the New Customer Information Package.
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT E
ADDITIONAL SERVICES
E.1 DIRECTORY ASSISTANCE CHARGES
"Directory Assistance Services" consists of directory assistance traffic
generated via the Dedicated and Switched Services rated at $[ ] per call.
E.2 CALLING CARD SERVICES
USAGE PER MONTH DOMESTIC RATE
$ 0 - $ 75,000 $ [ ]
$ 75,001 - $ 250,000 $ [ ]
$ 250,001 AND OVER $ [ ]
SURCHARGES
Domestic Surcharge $[ ] per call
International Surcharge $[ ] per call
International Rates for Calling Cards Services are defined in EXHIBIT H
E.3 VOICE MAIL
MONTHLY RATE PER BOX $[ ]
800 SERVICE $[ ]
TELEMAIL OUTDIAL $[ ]
ENHANCEMENT PACKAGE $[ ]
(Includes; future delivery, message delivery, internal messaging,
notification of non-delivery)
E.4 CALL DETAIL RECORD CHARGES
Customer shall pay a one-time CDR Tape set up charge of $[ ], plus $[ ] per
each CDR Tape delivered by BTI. Software modifications to the CDR Tape format
requested by Customer are subject to BTI approval and will be invoiced to
Customer at $[ ] per hour, per programmer.
E.5 700 SERVICE CHARGES
BTI shall charge Customer a monthly recurring charge of $[ ] for the use of
the 700 number. This service available in BTI on-net areas as defined in EXHIBIT
B.3.
E.6 PROJECT CODES
This information will be provided in the New Customer
Information Package
BTI KNOLOGY HOLDINGS, INC.
INITIAL: ________ INITIAL: _________
DATE: __________ DATE: __________
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT E
ADDITIONAL SERVICES
E.7 CONFERENCE CALLING
DOMESTIC US: RATE/MINUTE PER LEG
OPER HANDLED/800 DIRECT DIAL
-------------------------------------
WEEKDAY (12:00 AM Monday - 11:59 PM Friday) $[ ] $[ ]
WEEKEND (12:00 AM Saturday - 11:59 PM Sunday) $[ ] $[ ]
CALL SETUP: $[ ] PER LEG (ALL CALLS)
BTI CONFERENCE CALL FEATURES:
-----------------------------
Valet/Pre Call Notification (per leg) $[ ]
Tape Recording (per 90min. tape) $[ ]
Sub-Conferencing $[ ]
Transcription (per hour) $[ ]
Participant Lists $[ ]
Customized Greeting $[ ]
Question & Answer $[ ]
Cancellation of Call in Progress $[ ]
Tape Re-broadcast (per minute) $[ ]
E.8 BTI INTERNET
SERVICE SPEED MONTHLY FEE SETUP/INSTALLATION
------- ----- ----------- ------------------
DIAL UP ACCESS: $[ ] $[ ]
DEDICATED ACCESS:
56K $[ ] $[ ]
128K $[ ] $[ ]
256K $[ ] $[ ]
384K $[ ] $[ ]
512K $[ ] $[ ]
T-1 $[ ] $[ ]
BTI KNOLOGY HOLDINGS, INC
INITIAL:_____ INITIAL:_______
DATE:________ DATE:__________
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EXHIBIT F
PRIVATE LINE SERVICES
(NOT APPLICABLE)
19
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT G
F.1 ELECTRONIC DATA TRANSFER CHARGES
Customer shall pay a one-time Electronic Exchange set up charge on a time and
materials basis of $[ ] per hour, per programmer, plus a monthly recurring
charge of $[ ].
F.2 ELECTRONIC DATA TRANSFER PROTOCOL
This information will be provided in the New Customer Information Package
BTI KNOLOGY HOLDINGS, INC.
INITIAL: ________ INITIAL: _________
DATE: __________ DATE: __________
20
21
[ ] - Confidential Treatment Requested
EXHIBIT H
SWITCHLESS INTERNATIONAL RATES
COUNTRY COUNTRY CODE RATE/MINUTE COUNTRY COUNTRY CODE RATE/MINUTE
------- ------------ ----------- ------- ------------ -----------
--------------------------------------------------------- ---------------------------------------------------------
AFGHANISTAN 93 $[ ] CENTRAL AFRICAN REP 236 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ALBANIA 355 $[ ] CHAD 235 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XXXXXXX 00 $[ ] CHILE 56 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
AMERICAN SAMOA 684 $[ ] CHINA 86 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ANDORRA 376 $[ ] COLOMBIA 57 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ANGOLA 244 $[ ] COMOROS (MAYOTTE IS.) 269 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ANGUILLA 264 $[ ] CONGO 242 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ANTARTIC 672 $[ ] XXXX ISLAND 682 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ANTIGUA 809 $[ ] COSTA RICA 506 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ARGENTINA 54 $[ ] CROATIA 385 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ARMENIA 374 $[ ] CUBA 53 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ARUBA 297 $[ ] CYPRUS 357 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ASCENSION ISLAND 247 $[ ] CZECHOSLOVAKIA 42 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
AUSTRALIA 61 $[ ] DENMARK 45 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
AUSTRIA 43 $[ ] XXXXX XXXXXX 246 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
AZERBAIJAN 994 $[ ] DJIBOUTI 253 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BAHAMAS 242 $[ ] DOMINICA 767 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BAHRAIN 973 $[ ] XXXXXXXXX XXXXXXXX 000 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BANGLADESH 880 $[ ] ECUADOR 593 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BARBADOS 246 $[ ] EGYPT 20 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BELARUS 375 $[ ] EL SALVADOR 503 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BELGIUM 32 $[ ] EQUATORIAL GUINEA 240 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BELIZE 501 $[ ] XXXXXXX 000 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BENIN 229 $[ ] ESTONIA 372 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BERMUDA 809 & 441 $[ ] ETHOPIA 251 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BHUTAN 975 $[ ] FAEROE ISLANDS 298 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BOLIVIA 591 $[ ] FALKLANDS 500 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BOSNIA & HERZEGOVINA 387 $[ ] FIJI ISLANDS 679 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BOTSWANA 267 $[ ] FINLAND 358 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BRAZIL 55 $[ ] FRANCE 33 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BRITISH VIRGIN IS. 284 $[ ] FRENCH ANT (MARTINIQUE) 596 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BRUNEI 673 $[ ] FRENCH GUIANA 594 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BULGARIA 359 $[ ] FRENCH POLYNESIA 689 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BURKINA FASO 226 $[ ] GABON REP. 241 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BURMA 95 $[ ] GAMBIA 220 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
BURUNDI 257 $[ ] GEORGIA, REP OF 995 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
CAMBODIA 855 $[ ] GERMANY 49 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
CAMEROON 237 $[ ] GHANA 233 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
CAPE VERDE ISLANDS 238 $[ ] GIBRALTAR 350 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
CAYMAN ISLANDS 345 $[ ] GREECE 30 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
21
22
[ ] - CONFIDENTIAL TREATMENT REQUESTED
--------------------------------------------------------- ---------------------------------------------------------
GREENLAND 299 $[ ] MACAU 853 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
GRENADA 473 $[ ] MACEDONIA 389 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
GUADELOUPE 590 $[ ] MADAGASCAR 261 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
GUAM 671 $[ ] MALAWI 265 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XXXXXXXXXX XXX 00 $[ ] MALAYSIA 60 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
GUATEMALA 502 $[ ] MALDIVES 960 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
GUINEA 224 $[ ] MALI 223 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
GUINEA BISSAU 245 $[ ] MALTA 356 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
GUYANA 592 $[ ] XXXXXXXX XXXXXXX 000 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
HAITI 509 $[ ] MAURITANIA 222 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
HONDURAS 504 $[ ] MAURITIUS 230 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
HONG KONG 852 $[ ] MICRONESIA 691 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
HUNGARY 36 $[ ] MOLDAVIA 373 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ICELAND 354 $[ ] MONACO 377 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
INDIA 91 $[ ] MONGOLIA 976 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
INDONESIA 62 $[ ] XXXXXXXXXX 000 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
INMARISAT/ATL(EAST) 871 $[ ] MOROCCO 21 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
INMARISAT/ATL(WEST) 874 $[ ] MOZAMBIQUE 258 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
INMARISAT/INDIAN OCEAN 873 $[ ] NAMIBIA 264 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
INMARISAT/PACIFIC 872 $[ ] NAURU 674 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
IRAN 98 $[ ] NEPAL 977 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
IRAQ 964 $[ ] NETHERLANDS 31 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
IRELAND 353 $[ ] NETHERLANDS XXXXX 599 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ISRAEL 972 $[ ] NEVIS 1 (830) $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ITALY 39 $[ ] NEW CALENDONIA 687 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
IVORY COAST 225 $[ ] NEW ZEALAND 64 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
JAMAICA 876 $[ ] NICARAGUA 505 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
JAPAN 81 $[ ] NIGER REPUBLIC 227 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
JORDAN 962 $[ ] NIGERIA 234 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
KAZAKHSTAN 732 $[ ] NIUE ISLAND 683 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
KENYA 254 $[ ] NORWAY 47 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
KIRIBATI 686 $[ ] OMAN 968 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XXXXX, XXXXX 000 $[ ] PAKISTAN 92 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XXXXX, XXXXX 00 $[ ] PALAU 680 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
KUWAIT 965 $[ ] PANAMA 507 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
KYRGYZSTAN 733 $[ ] PAPUA NEW GUINEA 675 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LAOS 856 $[ ] PARAGUAY 595 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LATVIA 371 $[ ] XXXX 00 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LEBANON 961 $[ ] PHILIPPINES 63 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LESOTHO 266 $[ ] POLAND 48 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LIBERIA 231 $[ ] PORTUGAL 351 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LIBYAN ARAB PEOPLE 21 $[ ] QATAR 974 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LIECHTENSTEIN 41 $[ ] REUNION ISLAND 262 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LITHUANIA 370 $[ ] ROMANIA 40 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
LUXEMBOURG 352 $[ ] RUSSIAN FED (MOSCOW) 7 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
22
23
[ ] - CONFIDENTIAL TREATMENT REQUESTED
--------------------------------------------------------- ---------------------------------------------------------
RWANDA 250 $[ ] UZBEKISTAN 736 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SAIPAN (MARIANA IS.) 670 $[ ] VANUATU 678 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SAN MARINO 378 $[ ] VATICAN CITY 379 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SAO TOME 239 $[ ] VENEZUELA 58 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SAUDI ARABIA 966 $[ ] VIETNAM 84 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SENEGAL REP. 221 $[ ] WALLIS & FORTUNA 681 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SEYCHELLES ISLAND 248 $[ ] WESTERN SAMOA 685 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SIERRA LEONE 232 $[ ] YEMEN ARAB REP. 967 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SINGAPORE 65 $[ ] YUGOSLAVIA 381 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SLOVAKIA 42 $[ ] ZAIRE 243 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SLOVENIA 386 $[ ] ZAMBIA 260 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SOLOMON ISLAND 677 $[ ] ZIMBABWE 263 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SOMALIA 252 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SOUTH AFRICA 27 $[ ] CANADA $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SPAIN 34 $[ ] MEXICO Band 1 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XXX XXXXX 00 $[ ] Band 2 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XX. XXXXXX 000 $[ ] Band 3 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XX. XXXXX 000 $[ ] Band 4 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
XX. XXXXX 000 $[ ] Band 5 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ST. PIERRE/MIQUELON 508 $[ ] Band 6 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
ST. XXXXXXX/GRENADINES 784 $[ ] Band 7 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SUDAN 249 $[ ] Band 8 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SURINAME 597 $[ ]
--------------------------------------------------------- ---------------------------------------------------------
SWAZILAND 268 $[ ]
---------------------------------------------------------
SWEDEN 46 $[ ] ALL INTERNATIONAL TRAFFIC IS BILLED IN SIX (6) SECOND INCREMENTS
--------------------------------------------------------- WITH THIRTY (30) SECOND MINIMUM.
SWITZERLAND 41 $[ ] ALL MEXICO TRAFFIC IS BILLED IN ONE (1)
--------------------------------------------------------- MINUTE INCREMENTS.
SYRIAN ARAB 963 $[ ]
---------------------------------------------------------
TADJIKISTAN 7 $[ ]
---------------------------------------------------------
TAIWAN 886 $[ ]
---------------------------------------------------------
XXXXXXXX 000 $[ ]
---------------------------------------------------------
THAILAND 66 $[ ]
---------------------------------------------------------
TOGO 228 $[ ]
---------------------------------------------------------
TOKELAU 690 $[ ]
---------------------------------------------------------
TONGA 676 $[ ]
---------------------------------------------------------
TRINIDAD & TOBAGO 868 $[ ]
---------------------------------------------------------
TUNISIA 21 $[ ]
---------------------------------------------------------
TURKEY 90 $[ ]
---------------------------------------------------------
TURKMENISTAN 993 $[ ]
---------------------------------------------------------
TURKS & CAICOS IS. 649 $[ ]
---------------------------------------------------------
TUVALU 688 $[ ]
---------------------------------------------------------
UGANDA 256 $[ ] BTI KNOLOGY HOLDINGS, INC.
---------------------------------------------------------
UKRAINE 380 $[ ]
---------------------------------------------------------
UNITED ARAB EMIRA 971 $[ ] INITIAL: ______ INITIAL: _____
---------------------------------------------------------
UNITED KINGDOM 44 $[ ]
---------------------------------------------------------
URUGUAY 598 $[ ] DATE: ______ DATE: ______
---------------------------------------------------------
23
24
[ ] - CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT I
GENERAL INFORMATION
I.1 FACSIMILE TRANSMISSION
If this option is selected for orders, the BTI facsimile number and contact
person to be used shall be (000) 000 0000, Attention: Carrier Services
_______________.
I.2 TRAINING FEES
BTI shall have the right to require training sessions which shall be at
a location designated by Customer and Customer shall pay BTI a training fee of
$[ ] per hour for the trainer, plus the trainer's travel and ancillary
expenses.
I.3 FACSIMILE TRANSMISSION
The BTI facsimile number and contact person to be used for the purposes set
forth in this Section 9 shall be (919)_510 7302, Attention: Carrier Services.
The Customer facsimile number and contact person to be used for said purposes
shall be (____)_________________, Attention: ___________________.
I.4 PAYMENT TERM AND OBLIGATIONS
The Customer facsimile number and contact person for purposes of this Subsection
11.1 shall be (____)_______________________, Attention: _______________________.
Customer may change said facsimile number and contact person upon written notice
to BTI.
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25
EXHIBIT J
CREDIT INFORMATION
LETTER OF CREDIT: NOT APPLICABLE
25
26
EXHIBIT K
LETTER OF AGENCY
NOT APPLICABLE
26
27
EXHIBIT L
BTI NETWORK RECORDINGS
SWITCH SITE IDS FUTURE SITE IDS
--------------- ---------------
111 = Atlanta 411 = New York
211 = Orlando 511 = Chicago
311 = Dallas 611 = Los Angeles
711 = Raleigh
NETWORK RECORDINGS
------------------
1. x11 01 We're sorry your call can not be completed as dialed.
Please check the number, and try your call again. (8 seconds)
2. x11The Identification code you have dialed is invalid, please check the
code, or call customer service for assistance. (8 seconds)
3. x11 The 800 number you have dialed is not in service there is no
further information available at this time. (8 seconds)
4. x11 Travel service is not active with the identification code you have
dialed, for assistance please call customer service (8 seconds)
5. x11 05 We're sorry your call can not be completed as dialed. Please
check the number, and try your call again. (8 seconds)
6. x11 06 We're sorry your call can not be completed as dialed . Please
check the number, and try your call again. (8 seconds)
7. x11 We're sorry the project code you have dialed is invalid, for
assistance please call customer service. (8 seconds)
8. x11 We're sorry the 800 number you have dialed is not available from
your area code. (8 seconds)
9. x11 We're sorry you must first dial a 1 or 0 to complete this call. (8
seconds)
10. x11 The number you are calling from is not on the Long Distance
carrier's network, for assistance please call customer service (8
seconds)
11. x11 We're sorry you must enter your project code to complete this call.
(seconds)
27
28
EXHIBIT M
CUSTOMER TERMINATION LETTER
NOT APPLICABLE
28
