1
EXHIBIT 10.16
SERVICE AGREEMENT
This Agreement is made as of April 22, 1996 between IXC Carrier, Inc.,
formerly known as "Communications Transmission Group, Inc.", a Nevada
corporation ("Lessor"), 0000 Xxxxx xx xxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000,
and CRL Network Services, a California Corporation ("Lessee"), Xxx Xxxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
BACKGROUND
This Agreement is made with reference to the following facts:
A. Lessee and IXC are parties to that Certain Digital Service Agreement
dated as of July 13, 1994.
B. The parties desire to terminate the Prior Agreement pursuant to the
terms set forth below and include the existing service and corresponding
termination liabilities into this Agreement.
1. SCOPE AND RATES.
(a) Lessor shall use its best efforts (considering the needs of
its other customers) to provide Service for which a Purchase Order has been
accepted. The rates for Service are set forth in Exhibit D, unless otherwise
specified in the applicable Purchase Order. Lessee may also order the services
listed in Exhibit B, subject to availability.
(b) Lessee may reconfigure on-net DS-1's into a on-net DS-3 with
no penalty and a new one (1) year term starts upon completion of
reconfiguration. if reconfiguration results in a revenue reduction, such
reduction will be billed as "Undesignated Billing" until replaced. Upon
conversion to a full DS-3, Lessee agrees that the DS-3 hand off in both cities
will be at the 45 Mbps level. The hand off in either city may be at the
individual DS-l level through a Multiplex provided by Lessor at the rates in
Exhibit B hereunder or such multiplex may be provided by Lessee in a rack space
provided by Lessor at rates in Exhibit B hereunder. Lessee may also reconfigure
on-net DS-1's or DS-3's after three (3) months as long as one of the original
cities remains the same, and the monthly billing is equal to or greater than
that of the reconfigured service. If the monthly billing is not equal to or
greater than the reconfigured service, the difference will be billed as
"Undesignated Billing" until replaced. Costs for reconfiguration are listed in
Exhibit B hereunder.
2
(c) Lessee and Lessor also agree that Lessee shall be entitled to
certain advance discounts for attainment of the [**] level ("Discount"). In
order to facilitate the computation of such Discount the total amounts shown on
each monthly invoice shall be stated as a Discounted and as an Undiscounted
amount for each service for which a discount is applicable. The rates listed on
Exhibit D are the rates after allowing for such discount. The rates listed on
Exhibit D-l are the Undiscounted rates ("Undiscounted"). If Lessee reaches the
[**] Attainment Level within twenty-four (24) months, Lessee may pay the
Discounted amounts as long as Lessee is in the process of reaching or has
reached the [**] billing level during the first twenty-four (24) months from the
date of this Agreement. Should Lessee fail to reach the [**] Attainment Level
within twenty-four (24) months, Lessee must pay the Undiscounted amounts from
the twenty-fifth (25th) month forward until the [**] billing level is attained
or 2 years, whichever occurs first. Upon attainment of the [**] billing level
Lessor will notify Lessee that the rates on Exhibit D-1 apply and that the [**]
revenue level has a new one (1) year term.
(d) If Lessee attains the [**] billing level for all services,
all new and renewal service shall be rated at the rates listed on Exhibit D-2.
2. PAYMENTS.
(a) Lessee shall pay Lessor each month within 30 days of the date
of invoice: (i) the monthly lease rate (prorated for any partial month) for each
Available Circuit; and (ii) the charges for other services received. The first
invoice shall be for the first two months; each invoice thereafter shall be for
the following month. If any invoice is not paid when due: (i) a late charge
shall accrue equal to 1-1/2% (or the maximum legal rate, if less) of the unpaid
balance per month; and (ii) Lessor may suspend or terminate the Service.
3. TERM.
(a) The term hereof shall continue through the end of the Circuit
Lease Term which is last to expire, if Service continues thereafter, the
applicable rates will be equal to 120% of the rates hereunder and Service may be
terminated by either party upon 30 days' notice. Lessor shall notify Lessee of
impending Circuit Term Date and Lessee shall have sixty (60) days after the
notification of Term Date to renew before the 120% applies Lessee may terminate
any Circuit upon 90 days' notice; provided that if termination occurs: (i) prior
to the Activation Date, Lessee shall reimburse Lessor for all costs of the
implementation of such Circuit; and (ii) on or after such date, Lessee shall
pay: (A) all charges for Service previously rendered; and (B) the amount due
through the end of the applicable Circuit Lease Term (Lessor shall try to
re-lease such Circuit for such term, refunding to Lessee the amount so
collected, if any). If Lessor: (i) fails to provide Service within six months of
the Requested Service Date; or (ii) fails to cure a
[**]Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
2
3
material breach hereof within 45 days of notice from Lessee, Lessee may, as its
only remedy, terminate the affected Circuit.
(b) Revenue for service is committed for the term of the
contract, but service may be reconfigured after three (3) months as reflected in
Section 1(b) of this Agreement.
4. LIMITS OF LIABILITY. Lessor shall not be liable for any direct,
indirect, reliance, or consequential damages, whether foreseeable or not, or for
any damage to property, loss of profits cost of replacement services, or claims
of customers for service problems caused by any defect, delay in availability,
or failure the Service or by any other cause. In no event shall Lessor be liable
in excess of the aggregate amount it has collected from Lessee hereunder. Lessor
shall give Lessee a credit in accordance with its then current outage policy for
periods in which any Circuit loses continuity and fails to comply with
applicable specifications. Such credit shall be Lessee's sole remedy with
respect to such an event; provided, however, that no such credits shall be
allowed and Lessor shall not be liable for any Service defect from causes
outside its control, including accidents, cable cuts, fires, floods,
emergencies, government regulation, wars, or acts of God. LESSOR DISCLAIMS ALL
EXPRESS AND IMPLIED WARRANTIES RELATING TO SERVICE, INCLUDING BUT NOT LIMITED
TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LESSEE
HAS NOT RELIED ON ANY REPRESENTATION NOT SET FORTH HEREIN. LESSEE SHALL
INDEMNIFY LESSOR FROM ANY CLAIMS MADE BY ANY LESSEE CUSTOMER.
5. GENERAL TERMS. This Agreement shall be construed under the laws of
Texas. All notices shall be in writing and shall be deemed given as of the date
of delivery to the addresses set forth above. The waiver of a breach hereof
shall not be construed to be a waiver of any subsequent breach. Lessor may
terminate this Agreement without liability if Lessee becomes bankrupt or
insolvent. Each party may refer any dispute relating hereto to arbitration in
Austin, Texas under the rules of the American Arbitration Association. If any
term hereof is held to be invalid or unenforceable, this Agreement shall be
construed without such invalid or unenforceable term. This Agreement is the
entire agreement between the parties pertaining to the Circuits. This Agreement
may only be modified by an instrument in writing executed by each party. Neither
party may assign this Agreement without the written consent of the other party;
provided, however, that a security interest in this Agreement may be granted by
Lessor to its lenders. The rates hereunder do not include any sales, use or
utility taxes. Lessee shall pay to Lessor any such taxes that Lessor may be
required to collect or pay.
6. DEFINITIONS. For purposes hereof: "Available" means all necessary
equipment for a Circuit has been installed. "Activation Date" means the date a
Circuit is first made Available to Lessee. "Circuit" means a DS-0, DS-l or DS-3.
"Circuit Lease Term" means the term of a Circuit specified in the applicable
Purchase Order. "Circuit Mileage" means the length of a Circuit specified in the
applicable Purchase Order. "DS-0" means a circuit complying with TR-TSY-000333
"Switched and Special Access Services -Transmission Parameter Limits and
Interface Combinations" Issue 1, July 1990. "DS-1" means a circuit complying
with AT&T Tech. Ref. Pub. 62411, December 1990, with Xxxxxxxx 0, Xxxxx 0000, and
Bellcore TR-MWT-000499, Issue 5, December 1993. "DS-3" shall mean a circuit
meeting the specifications
3
4
set forth in AT&T Technical Reference Pub. 54014 Addendum 1, November 1992 and
Bellcore TB-NWT-608499, Issue 5, December 1993. "Purchase Order" means any
Lessee purchase order accepted by Lessor. "Requested Service Date" means the
date Service on a Circuit is requested to commence specified in the applicable
Purchase Order. "Service" means transmission service provided between North
American DSX standard cross-connect panels located in Lessor's terminal
locations. "CFA" shall mean Cable Facility Assignment for access to the local
exchange.
7. Lessor agrees to provide "CFA" to Lessee in three (3) business days
for service provided On-net and in five (5) business days for service provided
Off-net. Lessor has agreed to provide Lessee with up to 20 CFA's at no cost to
Lessee.
8. Lessor agrees to allow Lessee access to Lessee's choice of local
service providers so long as such local service providers are already in Lessors
Point of Presence (POP) or will make provisions with Lessor, under Lessor's
contractual terms and conditions, to provide service in Lessor's Point of
Presence (POP).
9. Lessor agrees that when Lessee installs more than one (1) inter-city
service in Lessor's POP at the same time, the installation charge will be the
cost of installing one (1) inter-city service.
To confirm their agreement to be bound hereby, the parties have executed
this agreement below:
IXC Carrier, Inc. CRL Network Services
5000 Plaza on the Lake, Suite 200 One Kearny Street. Suite 1450
Austin, Texas 78746-1050 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Vice President of Sales & Marketing Attention: Xx. Xxx Xxxxx
Telephone No.: (000)000-0000 Telephone No.: (000)000-0000
Facsimile No.: (000) 000-0000 Facsimile No.: (000)000-0000
By: By: /s/ X. Xxxxx
-------------------------------------- -------------------------------
X. Xxxxx Pres.
-------------------------------------- -------------------------------
(Please Print - Name and Title) (Please Print - Name and Title)
4
5
LIST OF EXHIBITS
Exhibit A Form of Purchase Order
Exhibit B Maintenance and other Additional Services.
Exhibit C List of On-net Cities
Exhibit D Discounted Rates
Exhibit D-1 Undiscounted Rates
Exhibit D-2 List of Rates for Service at the [**] Attainment Level or above
Exhibit E Existing Circuits
--------
[**]Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
5
6
EXHIBIT "A" FORM
[Form of Purchase Order]
1
7
EXHIBIT B
CUSTOMER MAINTENANCE SUPPORT
IXC Carrier, Inc.'s (hereinafter referred to as IXC) standard fees for
customer maintenance support services are as follows (unless set by precedence
in a service contract):
Maintenance services shall be defined as all work performed by IXC on
equipment provided by or on behalf of the Customer, or supervision of the
Customer's work within IXC's terminate facilities. Maintenance Service charges
are not billed for troubles found within that portion of a circuit provided by
IXC. The following billing rates apply for these services:
A. [**] per hour (4 hour minimum-if dispatch is required)
Monday through Friday during the business hours of 8:00 a.m. - 5:00 p.m. local
time, exclusive of the following holidays:
New Years Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day and the day after Thanksgiving
Christmas Day
B. [**] per hour (4 hour minimum) for overtime work done after
business hours (defined above) and/or on holidays (defined above) and/or all day
on Saturdays and Sundays.
C. As requests for maintenance services are typically made via
telephone, IXC must be advised, in writing as to the person(s) who are
authorized to request service. It is the Customers responsibility to keep IXC
apprised of any changes to its list of representative(s).
D. To request technical assistance and help under the maintenance
services, a call must be made to our Network Control Center at 0-000-000-0000.
This number should be used for IXC technical assistance, troubleshooting or
testing of circuits, not for service impairment or outages. The person calling
in must be on the authorized list in order to commit for charges for this
technical assistance. If that person is not on the list, the request cannot be
accommodated.
--------
[**]Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
1
8
1. The Network Control Center personnel will take the
call, record the caller's name and phone number along with facts
concerning the assistance and support needed. The caller will then be
given the number of the "Assistance Ticket."
2. Upon completion of work, this "Assistance Ticket" will
be given to IXC's Accounting Department, and the customer will
subsequently be billed based upon the information on that ticket. A copy
will be attached to the invoice.
E. Except for emergencies, IXC technicians cannot be dispatched
unless requests are made in accordance with the above call-out procedure.
2
9
ANCILLARY PRICING SCHEDULE FOR ON-NET SERVICE
NON-RECURRING CHARGES DS-1 DS-3
--------------------- ---- ----
New Order Installation (On-Net) $[**] $[**]
New Order Installation (Off-Net) ICB ICB
Order Change (less than 5 business $[**] $[**]
days)
Order Cancellation (less than 5 $[**] $[**]
business days)
ASR (new or disconnect) (Special $[**] $[**]
Access Only)
ASR Supplement $[**] $[**]
Order Expedite $[**] $[**]
Reconfiguration Same as install Same as install
Ramped DS-3 Installation Per DS-1 $[**] N/A
Distributed DS-3 Installation Per DS-1 $[**] N/A
First 20 CFA's/DS-1 long haul $[**] N/A
Additional CFA's over 20/DS-1 $[**] N/A
long haul
MONTHLY RECURRING CHARGES DS-1 DS-3
------------------------- ---- ----
Minimum circuit charge (IXC portion) $[**] $[**]
Cross-connect charge $[**] $[**]
Other long haul carrier connected
to Lessor local access or bypass
facility (Lessor long haul not
involved - Lessor's POP used as
transition point) Local bypass
charge $[**] $[**]
Lessor POP to Lessor POP in same
city, with no Lessor long haul
attached at either Lessor POP.
MISCELLANEOUS RECURRING NON-RECURRING
------------- --------- -------------
M13 1 yr Term $[**]/mo $[**]
2+ yr Term $[**]/mo $[**]
3+ yr Term $[**]/mo $[**]
ECHO CANCELLER (per circuit end) $[**]/mo $[**]
SECOND END LOOP (Ex: for ADPCM) $[**]/mo $[**]
DEMAND MAINTENANCE $[**]/hr 8 a.m. - 5 p.m. M-F. 4 hour minimum if dispatch
is required; $[**]/hr after hours with 4 hour minimum.
RACK SPACE ICB - subject to availability.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
3
10
SHELF SPACE $[**]/ea/mo ICB install
DC POWER $[**]/amp/mo (5 amp minimum; 5 amp increments)
CIF AC/DC POWER ICB
ALL OTHER SERVICES See Note (2)
(1) All of the above charges are subject to change with a 30-day notice.
(2) Services not described above will be considered special handling and
charges will be assessed on an individual basis.
DSO ANCILLARY PRICING
New Order Installation [**]
Order Cancellation Prior to Turn up [**]
Order Expedite [**]
Reconfiguration [**]
(City Pairs the Same)
DACS Charge [**]
(Switching Only)
DSP DACS Port Charge [**]
DS1 DACS Port [**]
Minimum Charge per DS-0 [**]
Notes:
1. All of the above charges are subject to change with a 30 day notice.
2. Services not described above will be considered special handling and charges
will be assessed on an individual basis.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
4
11
EXHIBIT C
ON-NET DS-1 AND DS-3 CITIES
ARIZONA
Phoenix LATA 666 Tucson LATA 000
Xxxxxx-Xxxxx Xxx. Xxx 0000 Xxxxxxx Bank Xxxx.
0000 N. Central (602) 000 00 X. Xxxxx, Xxxxx 0000
(520) 792
CALIFORNIA
Bakersfield LATA 734 Fresno LATA 000 Xxxxxx Xxx
0000 Xxxxxxx Xxx. Xxx 000 4605 E. Vine Guarantee Savings
(805) 327 (209) 486 B1171 Xxxxxx Mall, Ste. 1201
(209) 268
Los Angeles LATA 000 Xxx Xxxxx XXXX 000 Xxx Xxxxxxxxx XXXX 722
One Wilshire 8933 Complex Dr. Metropolitan Life Xxxx.
000 X. Xxxxx, Xxxxx 0000 (619) 569 000 Xxxxxx Xx., Xxx 0000X
(213) 689 (415) 543
Sunnyvale LATA 722
111 Uranium
(408) 739
COLORADO
Colorado Springs LATA 658 Denver LATA 656
000 X. Xxxxx, Xxxxx 000 Xxxx Xxxxxxxx
(719) 471 000 00xx Xxxxxx, Xxx. 000
(303) 000
XXXXXXXX XX XXXXXXXX
Xxxxxxxxxx, X.X. LATA 236
0000 X Xxxxxx X.X., Xxx. 000
(202) 833
ILLINOIS
Chicago LATA 000
Xxxxxxxxxx Xxxxxxxx
000 X. Xxxxxxxx, Xxxxx 0000
(312) 637
INDIANA
Indianapolis LATA 336 Southbend LATA 000
Xxxxxxxxx Xxxx Xxxx. 000 Xxxx Xxxxxxxxxx St.
00 X. Xxxxxxxx 00xx Xxxxx
Xxxxx 0000/0000 (219) 233
(317) 000
XXXXXXXX
Xxxxxxxxx LATA 238
1220 X. Xxxxxx
(301) 752
1
12
MICHIGAN
Xxx Arbor Xxxxxx Xxxxx Xxx Xxxx
0000 Xxxxxxxx Xx. Arizona Bank Xxxx. 000 X. Xxxx
(313) 000 00 X. Xxxxx, Xxxxx 0000 (517) 667
(520) 792
Detroit LATA 000 Xxxxxxx Xxxxx
Xxxx Xxxx, Xxxxx 0000 0000 Xxxxxxx Xxx. 2001 S. Grand Traverse
0000 Xxxxxxxxxx Xxxx. (313) 259 (313) 767
(313) 961
Grand Rapids Xxxxxxx Kalamazoo
000 Xxxxxx, X.X. 000 X. Xxxxx Xxxxxx 000 Xxxxx Xx.
(616) 235 (517) 783 (616) 385
Lansing Midland Pontiac
000 Xxxxx Xx. 1000 Jefferson 324 S. Saginaw
(517) 631 (517) 631 (313) 000
Xxxxx Xxx Xxxxxxx
0000 X. 00 Xxxx Xx. 315 Xxxxxxxx
(313) 435 (517) 771
MISSOURI
Kansas City LATA 000 Xx. Xxxxx XXXX 000
Xxxx xx Xxxxxx Xxxx 000 Xxxxxx, Xxxxx 000
0000 Xxxxx Xxx., Xxxxx 0000 (314) 231
(816) 283
NEVADA
*Las Vegas LATA 000
Xxxxxx Xxxx., Xxx. 000
000 X. Xxx Xxxxx Xxxx.
(702) 388
NEW JERSEY
Newark LATA 224
000 Xxxxx Xxxxxx, 0xx Xxxxx
(201) 824
NEW MEXICO
Albuquerque LATA 664
000 Xxxxx Xxxx., X.X.
13th Floor
(505) 000
XXX XXXX
Xxx Xxxx LATA 132
00 Xxxxxx Xx., Xxx. 000
(212) 285
OHIO
Akron LATA 325 Cincinnati LATA 922 Cleveland LATA 000
0 Xxxxxxx Xxxxx, Xxxxx 0000 2300 Xxxxx Tower X.X. Xxxxx Bldg., Suite 2117
Main & Bowery Suite 4701 0000 Xxxxxx Xxx.
(216) 535 441 Vine St. (513) 651 (216) 771
Columbus LATA 324 Dayton LATA 328 Toledo LATA 000
Xxxxxx Xxxx., Xxxxx 0X 1 National Bank Xxxx. 000 Xxxxxxx Xxx., Xxx. 00000
000 X. Xxxxx Xx. Xxxxx 0000 (419) 242
614(469) 000 X. Xxxxxx (513) 461
OKLAHOMA
Oklahoma City LATA 536 Tulsa LATA 538
13
Liberty Tower Lookout Mountain
000 X. Xxxxxxxx, Xxx. 0000 0000 X. 00xx Xxxx Xxxxxx
(405) 232 (918) 584
(918) 446
PENNSYLVANIA
Philadelphia LATA 228 Pittsburgh LATA 234
0000 Xxxxxx Xx., 0xx Xxxxx Xxxxxx Building
(215) 564 000 Xxxxxxxxxx Xx., Xxx.
0000
(412) 281
TEXAS
Abilene LATA 550 Amarillo LATA 546 Austin LATA 558
0000 X. Xxxxx, Xxxxx 000 Amarillo Petroleum Xxxx. 000 Xxxxxxxx Xxxxxx Xxxx
(915) 675(216) 535 000 X. 0xx, Xxxxx 607/608 (512) 389
(806) 373
Corpus Xxxxxxx XXXX 564 Dallas LATA 552 El Paso LATA 000
000 X. Xxxxxxxxxx, Xxx 000 Tower of the Americas Xx Xxxx Xxxxxxxx Xxxx Xxxx.
Xxxxxx Xxxxx 0000 Xxxxx, Xxxxx 000 000 X. Xxxx, Xxxxx 0000
(512) 882 Electra (915) 533
2223 Houston St.
(214) 954 (214) 969
Fort Worth LATA 552 Harlingen LATA 568 Houston LATA 000
XX Xxxxxxxx Xxxx. 000 X. Xxxxxxx 000 X. Xxxx Xxxxxx
810 Houston Suite 1705 Xxxx Building (713) 224
(817) 870 (210) 425
Lubbock LATA 544 McAllen LATA 568 Midland LATA 542
0000 Xxxxxxxx, #0000 000 X. 00xx Xxxxxx, Xxxxx XXXX - TV Studio
(806) 762 000 Xx Xxxxx Xxxx. &
(210) 687 Air Terminal
(915) 561
San Xxxxxx XXXX 000 Xxx Xxxxxxx XXXX 000 Xxxx LATA 556
00 X. Xxxxxx, 00xx Xxxxx 000 X. Xxxxx Xxxx 000 X. 00xx Xxxxxx
(915) 653 (210) 225 (817) 750
*Price on an Individual Case Basis (ICB)
3
14
INSTALLED DS-0 CITIES MARCH, 1996
NPA/NNX
ARIZONA
Phoenix 602-279
CALIFORNIA
Los Angeles 213-622
San Diego 619-419
Stockton 000-000
XXXXXXXX XX XXXXXXXX
Xxxxxxxxxx, XX 202-245
ILLINOIS
Chicago 312-861
MARYLAND
Baltimore 410-752
MICHIGAN
Birmingham 000-000
XXXXXXXX
Xxxxxx Xxxx 816-221
Xx. Xxxxx 000-000
XXX XXXXXX
Albuquerque 505-247
NEW YORK
New York City 212-285
OHIO
Dayton 513-252
OKLAHOMA
Oklahoma City 405-232
Tulsa 918-582
PENNSYLVANIA
Philadelphia 215-988
TEXAS NPA/NNX
Austin 512-389
Corpus Christi 512-883
Dallas 214-741
Xx Xxxx 000-000
Xxxx Xxxxx 817-777
Harlingen 210-425
Xxxxxxx 000-000
Xxx Xxxxxxx 210-222
McAllen 210-632
VIRGINIA
Norfolk 804-622
Total DS-0 Cities 26
All Cities are equipped for DSO services
Additional cities will be added if cost is justified
4
15
EXHIBIT D
(DISCOUNTED RATES)
List of Rates for Service
On-Net Service
Attainment Level $ [**]
DS-0 Service I.C.B
DS-1 Service
Miles
0-999 [**] per XX-0 X&X Xxxx
0000 + [**] per DS-0 V&H Mile
DS-3 Service
Miles
0-249 [**] per XX-0 X&X Xxxx
000-000 [**] per XX-0 X&X Xxxx
0000 + [**] per DS-0 V&H Mile
Service is for a one (1) year term for On-Net.
Off-Net Service
DS-0 Service I.C.B
DS-1 Service
Miles
0-250 [**] per XX-0 X&X Xxxx
000-000 [**] per XX-0 X&X Xxxx
0000 + [**] Per DS-0 V&H Mile
DS-3 Service I.C.B.
Service is for a one (1) year term of the Underlying Carrier, whichever
is greater. If the term of the Underlying Carrier is longer than one (1) year,
Lessor will notify Lessee on the Marketing Service Order (MSO) before Lessee's
execution of the same.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
1
16
EXHIBIT D-1
(UNDISCOUNTED RATES)
List of Rates for Service
On-Net Service
Billing Level Below $ [**]
DS-0 Service I.C.B
DS-1 Service
Miles
0-999 [**] per XX-0 X&X Xxxx
0000 + [**] per DS-0 V&H Mile
DS-3 Service
Miles
0-250 [**] per XX-0 X&X Xxxx
000-000 [**] per XX-0 X&X Xxxx
0000 + [**] Per DS-0 V&H Mile
Service is for a one (1) year term for On-Net.
Off-Net Service
DS-0 Service I.C.B
DS-1 Service
Miles
0-250 [**] per XX-0 X&X Xxxx
000-000 [**] per XX-0 X&X Xxxx
0000 + [**] Per DS-0 V&H Mile
DS-3 Service I.C.B.
Service is for a one (1) year term of the Underlying Carrier, whichever is
greater. If the term of the Underlying Carrier is longer than one (1) year,
Lessor will notify Lessee on the Marketing Service Order (MSO) before Lessee's
execution of the same.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
2
17
EXHIBIT D-2
(RATES FOR $ [**] AND ABOVE)
List of Rates for Service
On-Net Service
Attainment Level $ [**]
DS-0 Service I.C.B
DS-1 Service
Miles
0-999 [**] per XX-0 X&X Xxxx
0000 + [**] per DS-0 V&H Mile
DS-3 Service
Miles
0-250 [**] per XX-0 X&X Xxxx
000-000 [**] per XX-0 X&X Xxxx
0000 + [**] per DS-0 V&H Mile
Service is for a one (1) year term for On-Net.
Off-Net Service
DS-0 Service I.C.B
DS-1 Service
Miles
0-250 [**] per XX-0 X&X Xxxx
000-000 [**] per XX-0 X&X Xxxx
0000 + [**] Per DS-0 V&H Mile
DS-3 Service I.C.B.
Service is for a one (1) year term of the Underlying Carrier, whichever is
greater. If the term of the Underlying Carrier is longer than one (1) year,
Lessor will notify Lessee on the Marketing Service Order (MSO) before Lessee's
execution of the same.
[**] Pursuant to a request for confidential treatment, price information in
this document has been omitted and separately filed with the Securities
and Exchange Commission.
3
18
EXHIBIT E
Existing Circuits
City Pairs Circuit ID
---------- ----------
Monthly Revenue
San Francisco - Bakersfield CRL 015214 ramp-up DS-1
[**]/month
CRL015215 ramp-up 2 DS-0's
CRL015216
Los Angeles - Bakersfield CRL008812 DS-3
[**]/month
Los Angeles - Phoenix CRL012294 ramp-up DS-1
[**/month]
CRL012294 roll into DS-1
*Full DS-1 Charge should be $751.80 CRL012706 roll into DS-1
at the signing of this Agreement CRL012705 roll into DS-1
CRL013184 roll into DS-1
Xxx Xxxxxxxxx - Xxx Xxxxxxx XXX 000000 ramp-up DS-1
[**]/month
CRL010322 ramp-up 4 DS-0's
*Full DS-1 Charge should be $735.00 XXX000000 roll into DS-1
at the signing of this Agreement CRL013193 roll into DS-1
CRL013194 roll into DS-1
Xxx Xxxxxxxxx - Xxxxxxxxxx XXX000000 DS-0
[**]/month
* A one (1) year term will begin on these circuits at the signing of this
Agreement.
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
1
