1
EXHIBIT - 10.30
TRANSCEND(TM)
PROGRAM ENROLLMENT TERMS
These Program Enrollment Terms ("PET") are made by and between WorldCom
Network Services, Inc. d/b/a WilTel ("WILTEL") and TeleHub Communications Corp.
("CUSTOMER") and are a part of their agreement for switched services, more
particularly identified as TSA# ______ - _____ (the "TSA"). In accordance with
the TSA, charges to Customer for Service obtained thereunder shall be subject to
the charges and discounts set forth below and the TSA shall be deemed to include
all of the terms and conditions set forth herein. The TSA, this PET and the
Service Schedule are collectively referred to as the "AGREEMENT".
1. SERVICE TERM:
[*]. For purposes of this Agreement, (i) if Customer has an existing switched
services agreement with a member of the WilTel Group (as defined in Section 5
below), the "EFFECTIVE DATE" will be the 1st day of the month following
twenty-one (21) days after this Agreement has been fully executed by both
parties and Customer has received a satisfactory credit review and approval
from WilTel's Credit Department pursuant to section 6 of the TSA, and all
security documentation, if any, required by WilTel has been properly executed
and delivered to WilTel (collectively the "CREDIT REVIEW"), and (ii) if
Customer does not have an existing switched services agreement with a member
of the WilTel Group, the "EFFECTIVE DATE" will be the date this Agreement has
been fully executed by both parties and the Credit Review has been completed.
WilTel will not be obligated to accept any Service Request under this
Agreement if Customer's initial Service Request is (i) not submitted by
Customer within thirty (30) days of the date of this PET, and (ii) not
subject to a Requested Service Date within ninety (90) days of the Effective
Date.
(B) Within the first ninety (90) days following the Effective Day of this
Agreement, Customer may, upon written notice to WilTel, elect to terminate
this Agreement without incurring any cancellation liability other than
payment for Services provided by WilTel. In such case, as of the first day of
the first full billing period following at least thirty (30) days after
WilTel receives such notice, Service provided by WilTel under this Agreement
will be provided by WilTel on a month to month basis (THE "MODIFIED SERVICE
TERM"). Customer's Commitment during the
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Modified Services Term, will be $0; and Customer's Discount will be the
discount applicable to Customer's Monthly Revenue level for the Modified
Service Term.
2. RATES: Rates for Services hereunder will be generally comprised of the
following charges, if applicable: (i) local exchange company ("LEC") charges
(including without limitation, access charges, egress charges, SMS 800
queries, etc.), (ii) domestic transport charges (i.e., transport within the
continental United States), (iii) if applicable, Non-Mainland transport
charges or International transport charges, and (iv) applicable surcharges
(e.g., directory assistance).
(A) DOMESTIC TRANSPORT CHARGES.
(1) "DOMESTIC TRANSPORT CHARGES" are based on the location (i.e., Tier
A, Tier B or Tier C) of the originating and terminating local access
transport areas ("LATAs") (excluding TRAVEL CARD Service). A list of
the LATAs comprising Tier A, Tier B and Tier C LATAs is shown on
Schedule "1" attached hereto and incorporated herein by reference which
Schedule "1" may be amended from time to time by Wiltel. The Domestic
Transport Charge will be assessed on all completed or answered calls
and will be based upon the number or originating seconds. Transport
Charges will be billed in six-second increments and will be subject to
a six-second minimum charge. The Transport Charge for each Tier (the
"TIER CHARGE") relative to each Service is shown below:
(2) The Tier Charges for SWITCHED ACCESS Service and DEDICATED ACCESS
Service calls (regardless of jurisdiction or time of day) within the
continental United States are shown below. With respect to SWITCHED
ACCESS Service and DEDICATED ACCESS Service calls within the
continental United States, the Domestic Transport Charge will be
comprised of an originating Tier Charge and a Terminating Tier Charge.
Tier A [*]
Tier B [*]
Tier C [*]
Example: Assume a call originates in a Tier A LATA and terminates in a
Tier B LATA. The Transport Charge will be [*] comprised of the
originating Tier Charge [*] and the terminating Tier Charge [*].
With respect to calls from the continental United States to Alaska,
Hawaii, Puerto Rico, the United States Virgin
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Islands and Canada ("NON-MAINLAND"), or to an International location,
the Domestic Transport Charge will be comprised of the applicable
originating Tier Charge and the terminating Tier Charge which will be
deemed to be Tier A. With respect to 800 calls (and 1+ calls from
Hawaii only) from a Non-Mainland location to the continental United
States, the Domestic Transport Charge will be comprised of the
originating Tier Charge which will be deemed to be Tier A and the
applicable terminating Tier Charge.
(3) The Tier Charges for Carrier TERMINATION Service calls (regardless
of jurisdiction or time of day) within the continental United States or
from the continental United States to an International location are
shown below. The Domestic Transport Charge will be comprised of the
applicable Tier Charge based on the Tier to which the call is
terminated.
Tier A [*]
Tier B [*]
Tier C [*]
(4) The Tier Charges for Carrier 800 ORIGINATION Service calls
(regardless of jurisdiction or time of day) within the continental
United States are shown below. The Domestic Transport Charge will be
comprised of the applicable Tier Charge based on the Tier from which
the call is originated.
Tier A [*]
Tier B [*]
Tier C [*]
(5) With respect to Directory Assistance calls within the continental
United States and to Canada, the Domestic Transport Charge will be
comprised of the applicable originating Tier Charge and the
terminating Tier Charge which will be deemed to be Tier A.
(B) NON-MAINLAND TRANSPORT CHARGES.
(l) With respect to calls originating in the continental United States
and terminating to a Non-Mainland location (including directory
assistance calls to Canada), the following "NON-MAINLAND TRANSPORT
CHARGES" will apply in addition to any applicable Domestic Transport
Charge as described in subsection 2(A) above:
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Non-Mainland
Non-Mainland Location Transport Charge
--------------------- ----------------
Alaska [*]
Hawaii [*]
Puerto Rico [*]
US Virgin Islands [*]
Canada [*]
(2) With respect to 800 calls (and 1+ calls from Hawaii only)
originating from a Non-Mainland location and terminating to the
continental United States, the following Non-Mainland Transport Charges
will apply in addition to any applicable Domestic Transport Charge as
described in Subsection 2(A) above:
Non-Mainland
Non-Mainland Location Transport Charge
--------------------- ----------------
Alaska [*]
Hawaii [*]
Puerto Rico [*]
US Virgin Islands [*]
Canada [*]
(C) INTERNATIONAL TRANSPORT CHARGES.
(1) Commencing with the Effective Date described in Section 1 above,
with respect to calls originating in the continental United States and
terminating to an International location (i.e., other than a
non-Mainland location), subject to Subpart (2) below, the "INTERNATIONAL
TRANSPORT CHARGE" will be deemed to correspond with the [*] level of
applicable charges shown on Schedule "2" attached hereto and
incorporated herein by reference.
(2) Subject to modification as described in Subpart (3) below, Customer
may elect at any time during the Service Term to designate one of the
International Monthly Revenue Levels described on Schedule "2"
("CUSTOMER'S INTERNATIONAL SUB-COMMITMENT") which Customer agrees to
maintain on a take-or-pay basis for the remainder of the Service Term
("INTERNATIONAL COMMITMENT PERIOD"). For purposes of this Agreement, the
"INTERNATIONAL MONTHLY REVENUE LEVEL" will be comprised of Customer's
gross (i.e., prior to the application of discounts) (i) Transport
Charges (i.e., Domestic, Non-Mainland and International) associated with
a call to an International location (i.e., other than a Non-Mainland
location and specifically excluding Mexico and Canada), (ii) LEC
Charges, if any, associated with a call to an International location,
and (iii) TRAVEL CARD Service charges associated with a call to an
International location. In the event Customer selects an International
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Sub-Commitment, Customer's International Transport Charge will
correspond with the applicable charges shown on Schedule "2" based on
Customer's International Sub-Commitment.
(3) At any time during the Service Term of this Agreement, Customer may
modify Customer's International Sub-Commitment ("CUSTOMER'S MODIFIED
INTERNATIONAL SUB-COMMITMENT") for the remainder of the International
Commitment Period by notifying WilTel in writing. Commencing with the
first day of the month following at least thirty (30) days after WilTel
receives the notice described herein, (i) Customer's Modified
International Sub-Commitment will be effective, and (ii) Customer's
International Transport Charge will correspond with the applicable
charges shown on Schedule "2" based on Customer's Modified International
Sub-Commitment.
(4) In the event Customer does not maintain Customer's International
Sub-Commitment (or Customer's Modified International Sub-Commitment, if
applicable) in any month during the International Commitment Period,
then for those month(s) only, Customer will pay WilTel the difference
between Customer's International Sub-Commitment (or Customer's Modified
International Sub-Commitment) and Customer's actual International
Monthly Revenue Level as defined above (the "INTERNATIONAL DEFICIENCY
CHARGE"). The International Deficiency Charge is in addition to the
Deficiency Charge described in Subsection 4(B) below, if any, and will
be due at the same time payment is due for Service provided to Customer,
or immediately in an amount equal to Customer's International
Sub-Commitment for the unexpired portion of the International Commitment
Period if WilTel terminates this Agreement based on Customer's default.
(D) LEC CHARGES.
(1) "LEC CHARGES" include Access Charges, Egress Charges and SMS 800
queries. "ACCESS CHARGES" and "EGRESS CHARGES" are per minute costs
determined by WilTel between the applicable WilTel point of presence and
the terminating or originating point, and rated at the applicable end
office (NPA-NXX) level using switched tandem access rates and charges
(excluding TRAVEL CARD Service). Directory Assistance calls will only be
assessed the applicable Access Charge. Customer will also pay WilTel a
[*] administrative charge which is assessed on the total of Customer's
monthly LEC Charges. The NPA-NXX is generally identified by the end
users automated number identification
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("ANI"); provided, however, in the event there is not an identified
originating ANI, the NPA-NXX will be assigned based on WilTel's
originating trunk group. The terminating NPA-NXX will be identified by
the dialed number; provided, however, in the event there is not an
identified dialed number, the NPA-NXX will be assigned based on WilTel's
terminating trunk group.
(2) The per minute rates utilized by WilTel in determining the
applicable Access Charges and Egress Charges are described in the local
exchange carrier's ("LECs") applicable tariffs and are exclusive of any
discounts based on minute or term commitments. The Access Charges and
Egress Charges may include, without limitation, the components and
elements described below; provided, however, the terminology with
respect to these components and elements may vary among LECs. The Access
Charges and egress Charges will be calculated taking into effect whether
the call is interstate, intrastate or intraLATA, the direction of the
call (i.e., whether originating or terminating), whether the call is
premium or nonpremium (if applicable), the mileage, the meet point (if
applicable) and the call type (i.e., 1+ or 800). WilTel may also apply
any other rating elements which are assessed by the LECs or third
parties (e.g., regulatory fee assessments or non-standard LEC access
components) whether such charges are based per access line, per business
line, per market share, per call, etc. (e.g., the Arkansas Carrier
Common Line charge which is assessed by a regulatory body and allocated
to the LECs). With respect to those LECs utilizing a "time of day"
differential (i.e., Day/Nonday, Day/Evening/Night, etc.), Wiltel will
only use the "Day" rate provided by the LECs.
Component Elements
--------- --------
Carrier Common Line Originating
Terminating
End Office Local Switching
Equal Access Recovery
Information Surcharge
Local Transport Termination
Tandem Switching
Facility
Interconnection
Entrance Facility DS-3 (month-to-month
electrical)
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Multiplexer (3/1 month-to-month)
(3) The Access Charges and Egress Charges are generally applied on a per
minute basis except for (i) the Local Transport Facility charge which is
based on minutes and mileage, and (ii) the Entrance Facility rate and
Multiplexer rate which are flat monthly rates which are converted by
WilTel to a cost per minute basis by dividing the applicable DS-3 flat
rate or the multiplexer rate as found in the applicable LEC tariff by
[*]. WilTel reserves the right to convert any other flat rates assessed
by the LECs into per minute charges. Upon thirty (30) days' prior
written notice, WilTel may also charge Customer for other charges it is
assessed by any LEC or the SMS 800 database administrator for 800 number
service (e.g., National Exchange Carrier Association (NECA) charges,
etc.).
Example: Assume the applicable LEC tariffed rate (1) for entrance
facility charges is [*] per DS-3, and (ii) for muxing is [*] per 3/1
mux. The Entrance Facility rate will be [*] [*] and the Multiplexer rate
will be [*] [*].
(4) Access Charges will commence when the call is originated and will
end when the call is disconnected. Customer will be assessed Access
Charges even if a call is not completed. Egress Charges will commence
when the call is answered and will end when the call is disconnected.
Access Charges and Egress Charges will not apply with respect to
dedicated access originations or terminations, respectively.
(E) TRANSCENDS(TM) MANAGER.
WilTel agrees to provide Customer, at no cost to Customer, a
windows-based software program entitled "TRANSCEND(TM) MANAGER" which
will include, among other things, the "Transcend(TM) Database" (as
described herein) and various management reports. The "TRANSCEND(TM)
DATABASE" will contain the applicable Access Charges and Egress Charges
determined by WilTel at each LEC end office. The Database will be
updated periodically to take into account any tariff changes by the
various LECs ("TARIFF CHANGES"). Tariff Changes received by WilTel on or
before the fifteenth (15th) day of a month and effective as of the first
day of the following month or thereafter, will be incorporated into the
Transcends(TM) Database by the first day of the month following WilTel's
receipt thereof or the date such Tariff Changes are
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effective, whichever is later.
(F) DIRECTORY ASSISTANCE SURCHARGE:
Directory assistance calls in the continental United States will be
assessed a surcharge of [*] in addition to any applicable Domestic
Transport Charge as described in Subsection 2(A) above. Directory
assistance calls to Canada will be assessed a surcharge of [*] in
addition to any applicable Domestic Transport Charge as described in
Subsection 2(A) above and the applicable Non-Mainland Transport Charge
as described in Subsection 2(B) above.
(G) TRAVEL CARD SERVICE RATES:
(1) Basic Interstate TRAVEL CARD Service Rates Per Minutes: [*] Day, [*]
Nonday.
(2) Basic Intrastate TRAVEL CARD Service Rates Per Minute [NOT SUBJECT
TO DISCOUNT]: SEE ATTACHED INTRASTATE SWITCHED ACCESS RATE SCHEDULE FOR
BASIC TRAVEL CARD SERVICE.
(3) International TRAVEL CARD Service Rates Per Minute [NOT SUBJECT TO
DISCOUNT]: SEE ATTACHED INTERNATIONAL SWITCHED ACCESS RATE SCHEDULE FOR
BASIC TRAVEL CARD SERVICE. International TRAVEL CARD Service calls from
the domestic United States to International locations (other than
Canada) are subject to a surcharge of [*] per call.
(4) TRAVEL CARD Service Rates Per Minute from the domestic United States
to Canada [NOT SUBJECT TO DISCOUNT]: [*] Day, [*] Nonday. TRAVEL CARD
Service calls from the domestic United States to Canada are subject to a
surcharge of [*] per call.
(5) TRAVEL CARD Service Rates Per Minute from Canada to the domestic
United States [NOT SUBJECT TO DISCOUNT]: [*] Day, [*] Nonday. TRAVEL
CARD Service calls from Canada to the domestic United States are subject
to a surcharge of [*] per call.
(6) Enhanced TRAVEL CARD Service Pricing [NOT SUBJECT TO DISCOUNT]:
Enhanced features to the TRAVEL CARD Service are available as described
in the attached schedule for Enhanced TRAVEL CARD Service Pricing.
(7) TRAVEL CARD Service Discount Schedule:
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SERVICE TERM
Monthly Revenue Level(s) MTH 1-YR 2-YR 3-YR
------------------------ --- ---- ---- ----
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
(a) As defined in Subsection 3(A) above.
(8) If Customer's Commitment as described herein is at least [*], the
percentages shown in the TRAVEL CARD Service Discount Schedule above
will be increased by [*]; if Customer's Commitment as described herein
is at least [*], the percentages shown in the TRAVEL CARD Service
Discount Schedule above will be increased by [*]; if Customer's
Commitment as described herein is at least [*], the percentages shown in
the TRAVEL CARD Service Discount Schedule above will be increased by
[*]; if Customer's Commitment as described herein is at least [*], the
percentages shown in the TRAVEL CARD Service Discount Schedule above
will be increased by [*].
3. DISCOUNTS:
(A) For purposes of this Agreement, Customer "MONTHLY REVENUE LEVEL"
will be comprised of Customer's gross (i.e., prior to the application of
any discounts) (i) Transport Charges (i.e., Domestic, Non-Mainland and
International); (ii) LEC charges; (iii) Directory Assistance surcharges;
and, (iv) TRAVEL CARD Service charges. Customer's Monthly Revenue Level
will not include any pro rata charges, ancillary or special feature
charges, such as, Authorization codes or CDR Tapes, or any other charges
other than those identified by the relevant WilTel invoice as monthly
recurring private line interexchange service charges or the switched
service charges specifically mentioned in this Subsection (A).
(B) Commencing with the Effective Date and continuing through the end of
the Service Term (the "COMMITMENT PERIOD"), Customer
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will receive the applicable discount percentage (the "DISCOUNT") as
determined by the applicable Discount Schedules shown in Subsections (C)
and (D) below. The Discount will only be applied to Customer's Domestic
Transport Charges as described in Subsection 2(A) above and Customer's
Non-Mainland Transport Charges to Non-Mainland locations (excluding
Canada). The Discount will be determined by dividing the number of
months in the Service Term divided by twelve (12). If such number is
equal to or greater than one (1) but less than two (2), the One-Year
Discount percentages will apply; if such number is equal to or greater
than two (2) but less than three (3), the Two-Year Discount percentages
will apply; and, if such number is equal to or greater than three (3),
the Three-Year Discount percentages will apply. Customer will
automatically receive the next higher discount when Customer's eligible
Monthly Revenue Level reaches the next level.
(C) DISCOUNT SCHEDULE - TERMINATION Service, 800 ORIGINATION Service,
SWITCHED ACCESS Service and DEDICATED ACCESS Service to Non-Mainland
locations only (excluding Canada).
Monthly Revenue Level MTH l-Yr 2-Yr 3-Yr
--------------------- ---- ---- ---- ----
[*]* [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
*Requires at least one (1) DS-1 circuit comprising a Service
Interconnection as defined in the Service Schedule with respect to
TERMINATION Service and/or 800 ORIGINATION Service.
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(D) DISCOUNT SCHEDULE - SWITCHED ACCESS Service and DEDICATED ACCESS Service
(1+ and 800) within the continental United States.
Monthly Revenue Level MTH 1-Yr 2-Yr 3-Yr
---------------------- ----- ----- ------ -----
[*]* [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
*Requires a minimum of one (1) DS-1 circuit comprising a Service
Interconnection as defined in the Service Schedule with respect to
TERMINATION Service and/or 800 ORIGINATION Service.
(E) If Customer's Minimum Commitment (as described in Section 4 below)
is at least the amount shown in the Schedule below, all of the
respective percentages in the applicable Discount Schedules (depending
on the Service Term selected by Customer) will be increased by the
respective amounts shown below. Customer will receive the percentage
shown in the Discount Schedule associated with Customer's Minimum
Commitment and Service Term commencing with the Effective Date
regardless of Customer's actual Monthly Revenue Level.
(1) DISCOUNT SCHEDULE - TERMINATION Service, 800 ORIGINATION
Service, SWITCHED ACCESS Service and DEDICATED ACCESS Service
to Non-Mainland locations only (excluding Canada).
Minimum Increase In
Commitment Discount
---------- -----------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
(2) DISCOUNT SCHEDULE - SWITCHED ACCESS Service and DEDICATED
ACCESS Service (1+ and 800).
Minimum Increase In
Commitment Discount
---------- -----------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
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Example: Customer's Commitment as described in Section 4 below is [*]
for a 3-Yr Service Term. Customer's Discount percentage for the Services
described in Subsection (C) above will be [*] and Customer's Discount
percentage for the Services described in Subsection (D) above will be
[*]. If Customer's actual Monthly Revenue Level is [*], Customer's
Discount percentage for the Services described in Subsection (C) above
will be [*] [*] and Customer's Discount percentage for the Services
described in Subsection (D) above will be [*] [*].
(F) During the Service Term of the Agreement, accumulated credits
derived from the applicable Discounts will be applied in arrears
commencing with the first day of the month following the Effective Date,
that is, the Discount will be applied to those charges as described in
Subsection 3(B) above for the preceding month (THE "DISCOUNT PERIOD").
The initial Discount Period shall include any partial calendar month
following Start of Service, or such other time basis as may be mutually
determined by the parties.
(G) Each Discount will result in the application of a credit obtained
during the Discount Period to the WilTel invoice to Customer relevant to
the billed measured Switched Service for the calendar month next
following the completion of each Discount Period, provided Customer has
paid undisputed charges (including any late fees, if applicable) for
that month and has not otherwise been subject to a suspension Notice in
accordance with the Agreement. Failure of Customer to comply with the
foregoing provision shall result in no credit for the Discount Period in
question.
4. CUSTOMER'S COMMITMENT/DEFICIENCY CHARGE:
(A) Commencing with the first day of the [*] month following the
Effective Date and continuing for a period of [*] months thereafter (the
"FIRST CHECKPOINT PERIOD"), Customer agrees to maintain Monthly Revenue
as defined in Subsection 3(A) above of at least [*] ("CUSTOMER'S FIRST
CHECKPOINT AMOUNT").
(B) Commencing with the first day of the [*] month following the
Effective Date and continuing for a period of [*] months thereafter (the
"SECOND CHECKPOINT PERIOD"), customer agrees to maintain Monthly Revenue
as defined in Subsection 3(A) above of at least [*] ("CUSTOMER'S
CHECKPOINT AMOUNT").
(C) Commencing with the first day of the [*] month following the
Effective Date and continuing for a period of [*] months thereafter (the
"THIRD CHECKPOINT PERIOD"), Customer
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agrees to maintain Monthly Revenue as defined in Subsection 3(A) above
of at least [*] ("CUSTOMER'S THIRD CHECKPOINT AMOUNT").
(D) In the event Customer does not maintain Monthly Revenue of at least
the amounts shown in any month during the First Checkpoint Period, the
Second Checkpoint Period or the Third Checkpoint Period, (collectively
THE "CHECKPOINT PERIODS") as the case may be, for the remainder of the
Checkpoint Periods Customer will receive discounts applicable to
Customers actual Monthly Revenue for the month in question.
(E) Commencing as of the first day of the [*] month following the
Effective Date and continuing through the remainder of the Service Term
and any extension thereto, (the "COMMITMENT PERIOD"), Customer agrees to
maintain, on a take-or-pay basis, Monthly Revenue as defined in
Subsection 3(A) above of at least [*] ("CUSTOMER'S COMMITMENT").
(F) In the event Customer does not maintain Customers Commitment in any
month during the Commitment Period, then for those month(s) only,
Customer will pay WilTel the difference between Customer's applicable
Commitment and Customer's actual Monthly Revenue as described in Section
3 (the "DEFICIENCY CHARGE"). The Deficiency Charge will be due at the
same time payment is due for Service provided to Customer, or
immediately in an amount equal to Customer's Commitment for the
unexpired portion of the Service Term, if (i) Customer cancels all
circuits comprising all Service Interconnections as described in the
Service Schedules, or (ii) WilTel terminates this Agreement based on
Customer's default.
5. OTHER AGREEMENTS: In consideration of the rates and discounts offered
hereunder to Customer as well as the unique and special pricing
elements, Customer acknowledges and agrees that this Agreement and the
Services described herein may not be combined with any other products or
services offered by WilTel, WilTel's parent company or WilTel's
affiliates. Therefore, Customer acknowledges and agrees that:
(A) As of the Effective Date of this Agreement, (i) all switched
telecommunications services ("EXISTING SERVICES") offered by WilTel
(formerly WilTel, Inc.), WilTel's parent company, WorldCom, Inc.
(formerly LDDS Communications, Inc.) or any of WilTel's affiliates,
including without limitation, IDB Worldcom Services, Inc. (hereinafter
referred to as the "WilTel Group"), which are currently being provided
Customer (which for purposes of this Section 5 will include Customer's
parent company, Customer's subsidiaries and any other entities under
common
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control with Customer; hereinafter referred to as the "CUSTOMER GROUP")
pursuant to existing service agreements ("EXISTING AGREEMENTS) will be
canceled and no longer in force or effect except for charges or credits
due for Existing Services rendered as of the Effective Date of this
Agreement and provisions intended to survive termination, such as
limitation of liability, indemnification and confidentiality, and (ii)
all Existing Services provided a member of the Customer Group by a
member of the WilTel Group will be provisioned under the terms and
conditions of this Agreement. Simultaneous with the execution of this
Agreement, if applicable, Customer shall cause all members of the
Customer Group to agree to the cancellation of such Existing Agreements
and the provision of Existing Services under the terms and conditions of
this Agreement and Customer agrees to provide WilTel with reasonable
documentation evidencing such agreement.
(B) If Customer acquires or merges or combines with a third party after
the Effective Date of this Agreement, and such third party has existing
agreements(s) with a member of the WilTel Group (collectively referred
to as the "THIRD PARTY AGREEMENTS") for the provision of switched
telecommunications services ("THIRD PARTY EXISTING SERVICES"), then
ninety (90) days following the date of such acquisition, merger or
combination (or such earlier date contained in a written notice from
Customer to WILTEL) (the "TRANSFER DATE"), (i) the Third Party
Agreements will be canceled and no longer in force or effect except for
commitments, if any, contained in such Third Party Agreements and
charges and credits due for Services rendered prior to the Transfer
Date, (ii) Third Party Existing Services will be provisioned under this
Agreement, and (iii) the aggregate commitment(s) (e.g., revenue, volume,
minute, etc.) remaining under such Third Party Agreements, if any,
shall be added on a pro rata basis to the commitment(s), if any,
existing under this Agreement. Simultaneous with the closing of such
acquisition, combination or merger, Customer will cause such third party
and all of its affiliates who are parties to such Third Party
Agreements, to agree to the cancellation of such Third Party Agreements
and the provision of Third Party Existing Services under the terms and
conditions of this Agreement and Customer agrees to provide XxxXxx with
reasonable documentation evidencing such agreement.
Example: Assume (1) Customer's Commitment as described in Subsection
4(A) above is [*], (ii) there are [*] months remaining in the Service
Term of this Agreement, and (iii) Customer acquires a third party who
has an existing switched telecommunications services agreement with a
member of the WilTel Group which contains a minimum monthly revenue
commitment of [*] and has [*] months remaining in the term of such
agreement. Customer's "new" Commitment as described
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in Subsection 4(A) will be [*] for the remaining [*] months in the
Service Term determined as follows:
[*]
[*]
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THESE PROGRAM ENROLLMENT
TERMS ON THE DATE FIRST WRITTEN ABOVE.
WORLDCOM NETWORK SERVICES, INC. TELEHUB COMMUNICATIONS CORP.
d/b/a WilTel
BY: BY: /s/XXXXXX X. XXXXX (Dick)
---------------------------------- ------------------------------
(SIGNATURE) (SIGNATURE)
XXXXXX X. XXXXX (Xxxx)
---------------------------------- ------------------------------
(Print Name) (Print Name)
V.P. Sales/Mkting
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(Title) (Title)
8/8/97
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(Date) (Date)
* Confidential material
