AMENDMENT
EXHIBIT 10.71
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[ ]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
AMENDMENT
This Amendment (the "AMENDMENT") is made and entered into as of the 1st day
of April, 1996 (the "EFFECTIVE DATE") to that certain Carrier Digital Services
Agreement dated as of September 1, 1995 (the "AGREEMENT") made by and between
WorldCom Network Services Inc. d/b/a WilTel ("WILTEL") and (i) Associated
Communications Companies of America ("ACCA"), and (ii) the individual1 members
of ACCA which are listed on Appendix A hereto (individually referred to as a
"MEMBER"). In the event of any conflict between the terms of the Agreement and
the terms of this Amendment, the terms of this Amendment shall control.
References to "CUSTOMER" shall refer collectively to ACCA and to all ACCA
Members and to each Member individually:
R E C I T A L S:
A. ACCA has added two (2) members, Consolidated Communications, Inc.
("CNI") and U.S. Long Distance ("USLD"), as Members ,
B. Pursuant to the Agreement, ACCA desires to allow CNI and USLD to
purchase Interexchange Services under the Agreement.
C. WilTel agrees to add CNI and USLD as Members under the Agreement
pursuant to the terms and conditions contained herein.
NOW THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agrees as
follows:
1. ADDITION OF MEMBERS: Each of CNI and USLD have been previously
provided a copy of the Agreement and have read and understand the terms and
conditions contained therein. By execution of this Amendment , each of CNI and
USLD agree to be liable under such Agreement as if they were each an original
party to the Agreement, including without limitation, the requirement imposed on
all Members to allocate a Delinquent Member's portion of Customer's Commitment
among all other Members as described in Section 18 of the Agreement. Further, by
execution of this Amendment, all other Members consent to the addition of CNI
and USLD as parties to the Agreement.
2. PRIOR AGREEMENT: The parties acknowledge that there currently exists a
Carrier Digital Services Agreement between CNI and WilTel (the "PRIOR CNI
AGREEMENT") which provide for a take-or-pay commitment of [_______]from the
Effective Date of this Amendment through and including March 31, 1997. As of the
Effective Date of this Amendment, the Prior CNI Agreement will be canceled and
of no further force or effect and the parties to the Prior CNI Agreement shall
be released from all liability thereunder with the exception of certain
obligations arising under the Prior CNI Agreement which are intended to survive,
such as, payment for services provided thereunder and rights of confidentiality
and indemnity. Neither ACCA, nor any individual Member of ACCA other
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than CNI, shall have any liability or obligation whatsoever with respect to the
Prior CNI Agreement.
3. CUSTOMER'S COMMITMENT: The parties agree to substitute Subsection 9(A)
of the Agreement to read in its entirety as follows:
(A) Commencing as of the Effective Date and continuing through the end of
the Term (the "COMMITMENT PERIOD") Customer agrees to maintain, on a take-
or-pay basis, Monthly Recurring Interexchange Service Charges of at least
$553,450 ("CUSTOMER'S COMMITMENT"). It is further understood by the parties
that certain Members have individually committed for a certain portion of
Customer's Commitment as further described in the Amended and Restated
Commitment Schedule. Provided, however, nothing contained herein shall be
construed as to make ACCA directly liable to WilTel for the Monthly
Recurring Interexchange Service Charges of any individual Member or to make
any Member directly liable to WilTel for the Monthly Recurring
Interexchange Service Charges of any other individual Member.
4. LETTER OF CREDIT: In accordance with Subsection 17(C) of the
Agreement, upon execution of this Amendment, CNI agrees to provide WilTel with a
letter of credit equal to $103,450 unless such requirement is waived by WilTel
or some other security arrangement acceptable to WilTel is agreed to by the
parties.
5. OTHER TERMS AND CONDITIONS: Except to the extent specifically modified
by this Amendment, the remaining terms and conditions contained in the Agreement
shall be in full force and effect through the remainder of the Term.
6. COUNTERPARTS: This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
WORLDCOM NETWORK SERVICES, INC.
d/b/a WilTel
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
(Signature)
Xxxxxxx X. Xxxx
--------------------------------------------
(Print Name)
Vice President Carrier Sales
--------------------------------------------
(Title)
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ASSOCIATED COMMUNICATIONS COMPANIES OF AMERICA
By: /s/ Xxxx Xxxxxxx
-------------------------------------------------
(Signature)
Xxxx Xxxxxxx
-----------------------------------------------------
(Print Name)
Vice President
-----------------------------------------------------
(Title)
ACC LONG DISTANCE CORPORATION
By: /s/ Xxxxxxx La France
-------------------------------------------------
(Signature)
Xxxxxxx La France
-----------------------------------------------------
(Print Name)
President
-----------------------------------------------------
(Title)
ATX TELECOMMUNICATIONS AND SERVICES
By: /s/ Xxxxx Xxxxx 4.8.96
-------------------------------------------------
(Signature)
XXXXX XXXXX
-----------------------------------------------------
(Print Name)
DIR. BUS. OPERATIONS.
-----------------------------------------------------
(Title)
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BUSINESS TELECOM, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
(Signature)
Xxxx Xxxxxxx
--------------------------------------
(Print Name)
Exec V.P.
--------------------------------------
(Title)
CINCINNATI XXXX LONG DISTANCE, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
(Signature)
Xxxxx X. Xxxxxx
--------------------------------------
(Print Name)
President and CEO
--------------------------------------
(Title)
CONSOLIDATED COMMUNICATIONS INC.
By: /s/ Xxxxx X. Xxxx
-----------------------------------
(Signature)
XXXXX X. XXXX
--------------------------------------
(Print Name)
V.P./G.M.
--------------------------------------
(Title)
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LONG DISTANCE SAVERS, INC.
By:/s/ Xxxxx Xxxxxxxx
-----------------------------------
(Signature)
Xxxxx Xxxxxxxx
--------------------------------------
(Print Name)
Vice President
--------------------------------------
(Title)
NATIONAL TELECOMMUNICATIONS OF FLORIDA
By:/s/ Xxxxx X. Xxxxxxx
-----------------------------------
(Signature)
Xxxxx X. Xxxxxxx
--------------------------------------
(Print Name)
President
--------------------------------------
(Title)
DELTA COMM, INC.
By:/s/ Xxx Xxxxxx
-----------------------------------
(Signature)
Xxx Xxxxxx
--------------------------------------
(Print Name)
COO
--------------------------------------
(Title)
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TELEFONICA LARGA DISTANCIA DE PUERTO RICO, INC.
By: /s/ Xxxxxx X. Xxxx
-------------------------------------------------
(Signature)
Xxxxxx X. Xxxx
-----------------------------------------------------
(Print Name)
President
-----------------------------------------------------
(Title)
U.S. LONG DISTANCE, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------
(Signature)
XXXXX X. XXXXXX
-----------------------------------------------------
(Print Name)
SENIOR VICE PRESIDENT
-----------------------------------------------------
(Title)
AMENDED AND RESTATED
COMMITMENT SCHEDULE
Company Commitment
------- ----------
ACC Long Distance Corporation [_______]
ATX Telecommunications and Services [_______]
Business Telecom, Inc. [_______]
Cincinnati Xxxx Long Distance, Inc. [_______]
Consolidated Communications, Inc. [_______]
Delta Comm, Inc. [_______]
Long Distance Savers, Inc. [_______]
National Telecommunications of Florida [_______]
Telefonica Larga Distancia de Puerto Rico, Inc. [_______]
U.S. Long Distance [_______]
---------
TOTAL [_______]
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