Exhibit 2.2
Omitted information, for which [ * ] has been substituted herein, has been
omitted pursuant to a request for confidential treatment and such information
has been filed separately with the office of the Secretary of the Securities and
Exchange Commission.
C O N F I D E N T I A L
TRANSITION SERVICES AGREEMENT
between
SWIFT TELECOMMUNICATIONS, INC.
and
AT&T CORP.
Dated as of January 31, 2001
Confidential
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT ("Transition Services
Agreement"), dated as of January 31, 2001 (the "Agreement Date"), between Swift
Telecommunications, Inc. ("Swift"), a New York corporation with offices at 000
Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxx Xxxx 00000, and AT&T CORP. ("AT&T"), a New York
corporation with offices at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxx
00000. Each of Swift and AT&T are sometimes hereinafter referred to as a "Party"
and collectively as the "Parties".
WHEREAS, Swift and AT&T have entered into the Asset Purchase
Agreement dated December 13, 2000 (the "Asset Purchase Agreement"), pursuant to
which AT&T will sell certain assets to Swift and Swift will assume certain
obligations related to the AT&T EasyLink Services business.
WHEREAS Swift is interested in purchasing certain services
from AT&T and AT&T is interested in providing such services to Swift in
connection with the transfer of certain operations related to the EasyLink
Services business (the "Business") during a transition period commencing on the
Agreement Date.
NOW, THEREFORE, the Parties hereby agree as follows:
ARTICLE I
Definitions
All terms used herein and not defined herein shall have the
meanings assigned to them in the Asset Purchase Agreement.
ARTICLE II
Agreement To Provide and Accept Services
SECTION 2.01. Provision of Services. On the terms and subject
to the conditions contained herein, AT&T shall provide to Swift the services
("Services") listed in Annex A, to this Transition Services Agreement. Each
Service shall be provided in exchange for the consideration set forth with
respect to such Service in Annex A or as the Parties may otherwise agree in
writing. Each of the Services shall be provided in accordance with the terms,
limitations and conditions set forth herein and in Annex A.
Confidential
SECTION 2.02. Access. Swift shall make available on a timely
basis to AT&T all information and materials reasonably requested by AT&T to
enable it to provide the Services. Swift shall provide to AT&T reasonable access
to Swift's premises to the extent necessary for the purpose of providing the
Services.
ARTICLE III
Services; Payment; Independent Contractors
SECTION 3.01. Services To Be Provided.
(a) Unless otherwise agreed by the Parties, AT&T shall be
required to perform the Services only in a manner that is substantially similar
in all material respects to the manner in which such Services were performed for
the EasyLink Services business prior to the Agreement Date, and Swift shall use
such Services for substantially the same purposes and in substantially the same
manner as the EasyLink Services business had used such Services prior to such
date; provided, however, that in no event shall the scope of the Services
required to be performed hereunder exceed that described in Annex A unless AT&T
shall otherwise agree in writing. AT&T shall act under this Transition Services
Agreement solely as an independent contractor and not as an agent of Swift.
(b) If it is necessary for AT&T to increase staffing or
acquire equipment or make any investments or capital expenditures to accommodate
an increase in the use of any Service beyond the level of use of such Service as
specified in Annex A (or if no level of use is specified in Annex A, the level
of use of such Service by the EasyLink Services business immediately prior to
the Agreement Date), as a result of an increase in volume of the EasyLink
Services business or a change in the manner in which the EasyLink Services
business is being conducted, AT&T shall inform Swift in writing of such increase
in staffing level, equipment acquisitions, investments or capital expenditures
before any such cost or expense is incurred. Upon mutual agreement of the
Parties as to the necessity of any such increase, Swift (unless Swift and AT&T
shall otherwise agree in writing) shall advance to AT&T an amount equal to the
actual costs and expenses to be incurred in connection therewith. If such mutual
agreement is not reached, AT&T's obligation to provide or cause to be provided
such Service shall be limited to the level of use of such Service as specified
in Annex A (or if no level of use is specified in Annex A, the level of use of
such Service by the EasyLink Services business immediately prior to the
Agreement Date).
(c) AT&T shall have the right to halt provision of the
Services temporarily for any reason specified in Article V (Force Majeure)
hereof.
(d) Swift agrees to use its reasonable good faith efforts to
reduce or eliminate its dependency on the Services as soon as is reasonably
practicable consistent with Section 7.
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(e) AT&T will use reasonable efforts in supplying the Services
to Swift. The Services will be performed in a timely manner substantially
consistent with the recent historical practice of AT&T and the EasyLink Services
business prior to the Agreement Date.
(f) The parties will use good faith efforts to reasonably
cooperate with each other in all matters relating to the provision and receipt
of Services. Such cooperation shall include obtaining all consents, licenses or
approvals necessary to permit each party to perform its obligations hereunder;
provided that neither Swift nor AT&T shall be required to pay any amounts to any
third parties or to grant any accommodation, financial or otherwise, to secure
the same. The parties will, for a period of five (5) years after the Agreement
Date, maintain information relating to the Services and cooperate with each
other in making such information available as needed, subject to appropriate
confidentiality requirements, in the event of any tax audit or litigation.
SECTION 3.02. Payment. Statements will be delivered to Swift
after the end of each calendar quarter by AT&T, and each such statement shall
set forth a brief description of such Services and reasonable detail regarding
the amounts charged therefor and such amounts shall be payable by Swift net 30
days after the date of such statement. Statements not paid within such 30-day
period shall be subject to late charges, calculated based on the then current
prime or base rate (on the date the statement was issued) of The Chase Manhattan
Bank plus one percentage point, for each month or portion thereof the statement
is overdue; provided that in the event that Swift in good faith disputes any
charge set forth on such statement and provides written notice to AT&T, within
fifteen (15) days after receipt of the statement, of the reasons for its
dispute, then such disputed charge shall not accrue late charges, as provided
for in this sentence, during the period when such amount is disputed in good
faith. In addition to the charges for the Services provided hereunder, Swift
will reimburse AT&T for any and all actual out-of-pocket ancillary fees, costs,
or expenses incurred by AT&T in connection with providing for the Services
hereunder, including shipping and transportation costs, duties, taxes and other
fees or expenses, where such ancillary fees, costs or expenses are not
specifically included, or exceed, the amounts provided for such items in Annex
A.
SECTION 3.03. Disclaimer of Warranty. THE SERVICES AND GOODS
TO BE PURCHASED UNDER THIS TRANSITION SERVICES AGREEMENT ARE FURNISHED AS IS,
WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
SECTION 3.04. Taxes. The amounts set forth as the applicable
consideration in Annex A do not include any sales tax, value added tax, goods
and services tax or similar tax (collectively, "Taxes") and any such Taxes
required to be paid by AT&T in connection with this Transition Services
Agreement or the performance hereof will be promptly reimbursed to AT&T by
Swift, and such reimbursement shall be in addition to the amounts required to be
paid by Swift as set forth in Annex A. Any such taxes will be set forth in, and
included on, the monthly statement delivered by AT&T pursuant to Section 3.02.
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SECTION 3.05. Use of Services. AT&T shall be required to
provide the Services only to Swift and solely in connection with the EasyLink
Services business.
ARTICLE IV
Term of Services
The provision of Services shall commence on the Agreement Date
and shall terminate on the date indicated for each such Service in Annex A;
provided, however, that Swift may cancel any Service prior to the date indicated
in Annex A upon 30-days' prior written notice to AT&T, except to the extent
expressly provided otherwise in Annex A.
ARTICLE V
Force Majeure
AT&T shall not be liable for any interruption of Service or
delay or failure to perform under this Transition Services Agreement that is due
to acts of God, acts of a public enemy, acts of a nation or any state,
territory, province or other political division thereof, fires, floods,
epidemics, riots, labor disputes, strikes, theft, quarantine restrictions,
freight embargoes or other similar causes beyond the control of AT&T (a "Force
Majeure Event"). In any such event, AT&T's obligations hereunder shall be
postponed for such time as its performance is suspended or delayed on account
thereof. AT&T will promptly notify Swift, either orally or in writing, upon
learning of the occurrence of such Force Majeure Event. Upon the cessation of
the Force Majeure Event, AT&T will use reasonable efforts to resume its
performance with the least practicable delay. Swift's obligation to make
payments hereunder shall be tolled with respect to any affected Service to the
extent AT&T is unable to perform such Service for such time that AT&T's
performance is suspended or delayed on account of a Force Majeure Event. Upon
resumption of such Service, all payments hereunder shall resume.
ARTICLE VI
Liabilities
SECTION 6.01. Consequential and Other Damages. AT&T shall not
be liable with respect to this Transition Services Agreement, whether in
contract, tort (including negligence and strict liability) or otherwise, for any
special, indirect, incidental or consequential damages whatsoever which in any
way arise out of, relate to or are a consequence of, the performance or
nonperformance by it hereunder or the provision of, or failure to provide, any
Service hereunder, including with respect to loss of profits, business
interruptions or claims of third parties.
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SECTION 6.02. Limitation of Liability. Subject to Section
6.03, in any event, the liability of AT&T with respect to this Transition
Services Agreement or any act or failure to act in connection herewith
(including, but not limited to, the performance or breach hereof, but excluding
willful misconduct or bad faith), or from the sale, delivery, provision or use
of any Service provided under or covered by this Transition Services Agreement,
whether in contract, tort (including negligence and strict liability) or
otherwise, shall not exceed the fees previously paid to AT&T by Swift under this
Transition Services Agreement in respect of the Service from which such
purported liability flows.
SECTION 6.03. Obligation To Reperform. In the event of any
breach of this Transition Services Agreement by AT&T with respect to any breach
(which breach AT&T can reasonably be expected to reperform in a commercially
reasonable manner) in the provision of any Service, AT&T shall reperform such
Service at the request of Swift and at the expense of AT&T. The remedy set forth
in this Section 6.03 shall be the only remedy of Swift for any such breach. To
be effective, any such request by Swift must (i) specify in reasonable detail
the particular nature of the breach, and (ii) be made no more than thirty (30)
days from the date such Service was provided.
SECTION 6.04. Release and Indemnity. Except as specifically
set forth in this Transition Services Agreement, Swift hereby releases AT&T and
each of its employees, agents, officers and directors (collectively, the "AT&T
Indemnitees"), and Swift hereby agrees to indemnify, defend and hold harmless
the AT&T Indemnitees, from and against any and all claims, demands, complaints,
liabilities, losses, damages, costs and expenses arising from or relating to the
use of any Service provided hereunder by Swift or any other person using such
Service.
ARTICLE VII
Termination
SECTION 7.01. Termination. Notwithstanding anything herein to
the contrary, this Transition Services Agreement shall terminate, and the
obligation of AT&T to provide or cause to be provided any Service shall cease,
on the earliest to occur of (i) the last date indicated for the termination of
any Service in Annex A, and (ii) the date on which the provision of all Services
has terminated or been canceled pursuant to Article IV.
SECTION 7.02. Breach of Transition Services Agreement. Subject
to Article VI, if either Party shall cause or suffer to exist any material
breach of any of its material obligations under this Transition Services
Agreement, including any failure to make payments when due, and that Party does
not cure such default in all material respects within 30 days after receiving
written notice thereof from the non-breaching Party, the non-breaching Party may
terminate this Transition Services Agreement, including the provision of
Services pursuant hereto, immediately (or at such later time as specified in the
notice), by providing written notice of such termination.
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SECTION 7.03. Sums Due. In the event of a termination of this
Transition Services Agreement, AT&T shall be entitled to the immediate payment
of, and Swift shall within five Business Days pay to AT&T or such designees, all
accrued amounts for Services under this Transition Services Agreement as of the
date of termination (except Swift may withhold such payment to the extent Swift,
in good faith, has an offsetting claim hereunder as a result of this Transition
Services Agreement being terminated by Swift for a material breach by AT&T).
SECTION 7.04. Effect of Termination. The provisions of this
Transition Services Agreement which by their nature would continue beyond
termination, including Sections 3.03, 7.03, 7.04, 8.10, 8.11 and 8.12, and
Article VI, shall survive any termination of this Transition Services Agreement.
ARTICLE VIII
Miscellaneous
SECTION 8.01. Assignment. Neither this Transition Services
Agreement nor any rights or obligations hereunder may be assigned or otherwise
transferred by either Party (including by operation of law) without the prior
written consent of the other Party; provided that (a) AT&T may (i) delegate
performance of all or any part of its obligations under this Transition Services
Agreement, and assign the rights relating thereto, to any Affiliate (as defined
in the Asset Purchase Agreement) of AT&T or (ii) delegate performance of all or
any part of its obligations under this Transition Services Agreement to one or
more third parties, (b) Swift may assign the right to receive Services under
this Transition Services Agreement, and the obligations associated therewith, to
any Affiliate of Swift and nothing contained in this Agreement shall be deemed
to restrict the merger of Swift with and into Xxxx.xxx, Inc. or its wholly-owned
subsidiary, pursuant to the Agreement and Plan of Merger, dated as of January
31, 2001, by and among Xxxx.xxx, Inc., ML Acquisition Corp., Swift and Xxxxxx
Xxx Xxxx, as in effect on January 31, 2001; and provided further that, in each
case, no such delegation shall in any way affect AT&T's or Swift's rights
(including the provisions of Article VI) and obligations under this Transition
Services Agreement. Any purported assignment or transfer in violation of this
Section 8.01 shall be null and void and of no effect.
SECTION 8.02. No Third Party Beneficiaries. Except as provided
in Section 6.04 with respect to release and indemnity, this Transition Services
Agreement is for the sole benefit of the Parties, their Affiliates and their
permitted assigns and nothing herein expressed or implied shall give or be
construed to give to any person, other than the Parties, such Affiliates and
such permitted assigns, any legal or equitable rights hereunder, whether as
third party beneficiaries or otherwise.
SECTION 8.03. Amendments. No amendment to this Transition
Services Agreement shall be effective unless it shall be in writing and signed
by each Party.
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SECTION 8.04. Waivers. No failure or delay of any Party and
their Affiliates in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. No provision of this Transition Services Agreement may be
waived except pursuant to a writing executed by the waiving Party.
SECTION 8.05. Notices. All notices or other communications
required or permitted to be given hereunder shall be in writing and shall be
delivered by hand or sent by facsimile or sent, postage prepaid, by registered,
certified or express mail or reputable overnight courier service and shall be
deemed given when so delivered by hand or facsimile, or if mailed, three days
after mailing (one Business Day in the case of express mail or overnight courier
service), as follows (or at such other address for a Party as shall be specified
by notice given in accordance with this Section 8.05):
(i) if to AT&T:
AT&T Corp.
00 Xxxxxxxxx Xxxxx
Xxxx 00X00
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx, VP-AT&T Data and Internet
Services
Fax: 000-000-0000
with a copy to:
AT&T Corp.
000 Xxxxx Xxxxx Xxxxxx
Room 3235C2
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxxx, General Attorney
Fax: 000-000-0000
(ii) if to Swift:
Swift Telecommunications, Inc.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxx Xxxx, President
Fax: 000-000-0000
with a copy to:
Xxxxx X. Xxxxxxx, Esq.
Xxxxxxx, Xxxxx & Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: 000-000-0000
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SECTION 8.06. Interpretation. The headings contained in this
Transition Services Agreement or in any Annex hereto are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Transition Services Agreement. All Annexes annexed hereto or referred to herein
are hereby incorporated in and made a part of this Transition Services Agreement
as if set forth in full herein. Any capitalized terms used in any Annex but not
otherwise defined therein, shall have the meaning as defined in this Transition
Services Agreement. When a reference is made in this Transition Services
Agreement to an Article, Section, or Annex, such reference shall be to an
Article or Section of, or Annex to, this Transition Services Agreement unless
otherwise indicated. For all purposes hereof, the terms "include" and
"including" shall be deemed followed by the words "without limitation". The
words "hereof", "herein" and "hereunder" and words of similar import when used
in this Transition Services Agreement shall refer to this Transition Services
Agreement as a whole and not to any particular provision of this Transition
Services Agreement. Any agreement, instrument or statute defined or referred to
herein or in any agreement or instrument that is referred to herein means such
agreement, instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and references to all attachments thereto and instruments incorporated
therein. A "person" means any individual, firm, corporation, partnership, joint
stock company, limited liability company, trust, joint venture, Governmental
Authority or other entity. References to a person are also to its permitted
successors and assigns and, in the case of an individual, to his or her heirs
and estate, as applicable.
SECTION 8.07. Counterparts. This Transition Services Agreement
may be executed in one or more counterparts, all of which shall be considered
one and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the Parties and delivered to the other
Parties.
SECTION 8.08. Entire Agreement. This Transition Services
Agreement, including the Annexes hereto, contains the entire agreement and
understanding between the Parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.
SECTION 8.09. Severability. If any provision of this
Transition Services Agreement or the application of any such provision to any
person or circumstance shall be held invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof.
SECTION 8.10. Dispute Resolution. Any disputes or claims of
any nature arising out of or relating to this Transition Services Agreement or
the services provided hereunder shall be resolved solely and exclusively
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pursuant to the dispute resolution provisions as specified in Section 9.11 of
the Asset Purchase Agreement.
SECTION 8.11. Governing Law. This Transition Services
Agreement shall be governed by, and construed and enforced in accordance with,
the internal laws of the State of New York applicable to agreements made and to
be performed entirely within such State.
SECTION 8.12. Representatives. The parties shall each appoint
representatives (a "Representative") to facilitate communications and
performance under this Transition Services Agreement. The initial
Representatives for each of the parties shall be as specified in Annex B,
attached hereto. Each party shall have the right at any time and from time to
time to replace its Representative by giving written notice thereof to the other
party.
IN WITNESS WHEREOF, the Parties have executed this Transition
Services Agreement as of the date first written above.
SWIFT TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxx Xxxx
--------------------------
Name: Xxxxxx Xxx Xxxx
Title: President & CEO
AT&T CORP.
By: /s/ Xxxx Xxxx
-------------------------
Name: Xxxx Xxxx
Title: ADIS Vice President
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ANNEX A
AT&T Transition Services
Services Description
1. PERSONNEL-PROVIDED SERVICES
Swift has requested that AT&T provide certain services described below
on a temporary basis upon the terms specified below. AT&T shall provide
such services, subject to the availability of personnel currently
performing such functions for the Business, as to which AT&T makes no
representations whatsoever. In the event that any of the existing AT&T
personnel who perform such services leave their current positions for
any reason whatsoever, AT&T will not be required to provide replacement
personnel to perform such services. Further, in the event that Swift
wishes to use less personnel than are currently used by AT&T to provide
such services or in the event that less personnel are available to
perform these services, Swift shall assume the risk associated with
such reduction of personnel, including, without limitation, the
unavailability of certain functions.
Upon 30 days' prior written notice, Swift may elect to decrease the
number of personnel performing any of the below-described services
(except as specified in Section IX below). Notwithstanding anything to
the contrary contained herein, Swift shall have no right, at any time,
to increase the number of personnel performing any such services. AT&T
reserves the right to reject, in its sole discretion, any request by
Swift to increase the number of AT&T personnel performing any of the
below-described functions.
Travel and Living Expenses are not included within any of the charges
provided below. AT&T personnel are not required to travel as part of
providing the transition services to Swift. Any travel requested by
Swift in conjunction with the transition services shall be subject to
AT&T's approval. Swift will be required to reimburse AT&T for all
travel and living expenses in conjunction therewith.
I. PRODUCT MANAGEMENT
A. Description
o EDI Product Manager - provides operational support for the EDI
product, which includes accepting escalations and complaints from
customers about the EDI product.
o Fax Product Manager - is the point of contact to Customer Care
on all Fax related issues, including Ticket review; Ticket/Customer
escalations; problem resolution and training and also the point of
contact for billing and operational issues relative to Fax.
o Fax Project Manager - manages the implementation of fax
projects (including custom).
o Special Bids Manager - works with Sales and Product Management
in bringing new and incremental revenue into EasyLink Services.
Develops discount processes and is the liaison between Sales and
Product Management for discount approvals. Audits customers' billing
data periodically.
o Network Engineering Support - provides network engineering
support customer connectivity and operational efficiency.
o Premises Product Implementation Support - provides premises
product engineering and support.
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B. Charges
o $[ * ] per month per full-time-equivalent personnel
C. Term
For the first 3 months after the Agreement Date, Swift has requested
AT&T to provide [ * ] full-time-equivalent personnel to perform the above
functions.
II. NETWORK CARE/NETWORK OPERATIONS
A. Description
The Network Care organization provides 7x24 maintenance of the physical
and logical components of the EasyLink services architecture. The major
functions include: surveillance of the network; trouble analysis,
isolation and repair (both physical and logical); performing tape
back-ups, performing scheduled outages & preventative hardware
maintenance, demand maintenance, off-line database updates, and
inventory/sparing. Remote surveillance is managed and performed in [ *
] at the network control center. The physical data center locations are
[ * ] and [ * ]. On-site personnel at these locations perform repairs
under the direction of the network control center.
The Network Care functions described above are currently being provided
by approximately [ * ] personnel. In the event that Swift wishes to use
less personnel or in the event that less personnel are available to
perform these functions, then not all the functions described above
would be available and/or the scope of such functions would be reduced.
Network Operations will provide Network Field Support using
non-dedicated resources upon written request from Swift. This includes
24x7 dispatch, trouble isolation, and repair of equipment at AT&T
locations other than the [ * ] data centers. Network Field Support
services will be provided based on availability of AT&T personnel.
B. Charges
o $[ * ] per month per full-time equivalent personnel for
Network Care
o $[ * ] per day for Network Field Support, plus materials
C. Term
For the first 3 months after the Agreement Date, Swift has requested
AT&T to provide [ * ] full-time-equivalent personnel to perform the Network Care
functions described above.
For the 4th through the 6th month after the Agreement Date, Swift may
request, upon 30 days' prior notice to AT&T, up to [ * ] full-time equivalent
personnel to perform the Network Care functions described above (provided that
such number does not constitute an increase of personnel).
For the 7th through the 12th month after the Agreement Date, Swift may
request, upon 30 days' prior notice to AT&T, up to [ * ] full-time equivalent
personnel to perform the Network Care functions described above (provided that
such number does not constitute an increase of personnel).
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Network Field Support may be requested for the 12 months after the
Agreement Date.
III. RESEARCH AND DEVELOPMENT
A. Description
Research and Development provides system development, systems
maintenance, some systems operations and service support for the
EasyLink Services platforms:
- GMS and its related systems
- IMS and its related systems
- Billing and its related systems
GMS Platform
o Network Engineering - Designs and assists in the
implementation of the network architecture supporting the GMS
platform.
o GMS Lab Support - Maintains the GMS lab used to troubleshoot
and test GMS related applications and services.
IMS Platform
o Billing Subsystem - Provides maintenance and tier 3 support of
the billing subsystem components related to IMS services.
o Financial Subsystem - Provides maintenance and tier 3 support
of the financial subsystem components related to IMS services.
Billing Platform (MIS)
o Finance Systems - Provides reporting data, maintenance and
operations support of the financial subsystems related to the MIS
platform.
o Billing Systems - Operate, maintain, and support the billing
systems for the GMS based services.
o Print Site Support - Provides tier 3 support to the GMS based
billing center.
o Imaging Support - Provide tier 3 support of the imaging
systems related to the MIS platform.
o STRAK Support - Provides maintenance and tier 3 support of the
STRAK application related to EasyLink services.
The functions described in this Section are currently being provided by [ * ]
full-time equivalent personnel. In the event that Swift wishes to use less
personnel or in the event that less personnel are available to perform these
functions, then not all the functions described above would be available and/or
the scope of such functions would be reduced.
B. Charges
o $[ * ] per month per full-time-equivalent personnel
C. Term
For the first month after the Agreement Date, Swift has requested [ * ]
full-time-equivalent personnel to perform the above functions.
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For the second month after the Agreement Date, Swift has requested
[ * ] full-time-equivalent personnel to perform the above functions.
For the 3rd through the 12th month after the Agreement Date, Swift may
request, upon 30 days' prior notice to AT&T, up to [ * ] full-time equivalent
personnel to perform the above functions (provided that such number does not
constitute an increase of personnel).
IV. REVENUE ASSURANCE MANAGEMENT (RAM)
A. Description
RAM personnel provide collections support by making phone calls,
sending letters, completing payment reconciliations and sending
accounts to Customer Care in [ * ] for restriction/disconnects/billing
inquiry & disputes. Currently [ * ] employees and [ * ] manager are
dedicated to EasyLink collections support.
In addition, RAM provides Payment Exception Support: If the bank can't
identify where to post a customer check, the check is sent to [ * ].
There is a direct lockbox expense of $[ * ] per month associated with
this function.
The functions described in the first paragraph of this Section are
currently being provided by [ * ] full-time equivalent personnel and
the functions described in the second paragraph of this Section are
currently being provided by [ * ] full-time equivalent personnel. In
the event that Swift wishes to use less personnel or in the event that
less personnel are available to perform these functions, then not all
the functions described above would be available and/or the scope of
such functions would be reduced.
B. Charges
o $[ * ] per month per full-time equivalent personnel
o $[ * ] per month for lockbox used in the Payment Exception
Support
C. Term
For the first 3 months after the Agreement Date, Swift has requested
AT&T provide [ * ] full-time equivalent personnel to perform the functions
described in the first paragraph of Section IV.A. and [ * ] full-time equivalent
personnel to perform the functions in the second paragraph of Section IV.A.
V. TELEX ENGINEERING AND NETWORKS R&D
A. Description
o Manage the international and domestic switch traffic for the
international Telex (ITE) switches, Telex PADs, and interconnecting
trunk network:
- Analyze network traffic transition requirements;
- Develop and implement network trunking and routing plans; and
- Provision the Telex switches for transit arrangements and shared
bearer routes.
o Provide technical tier 2 support to switching center
operations personnel
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The functions described above are currently being provided by [ * ]
full-time equivalent personnel. In the event that Swift wishes to use
less personnel or in the event that less personnel are available to
perform these functions, then not all the functions described above
would be available and/or the scope of such functions would be reduced.
B. Charges
o $[ * ] per month per full-time equivalent personnel
C. Term
For the first 3 months after the Agreement Date, Swift has requested
that AT&T provide [ * ] full-time equivalent personnel to perform the above
functions.
For the 4th through the 9th month after the Agreement Date, Swift may
request, upon 30 days' prior notice to AT&T, up to [ * ] full-time equivalent
personnel to perform the above functions (provided that such number does not
constitute an increase of personnel).
VI. CUSTOMER CARE
A. Description
Customer Facing Teams
Major Accounts Team -
o provides tier 1 support to top [ * ] Messaging, FAX and Telex customers
o corrects address error and retries delivery failures for targeted
customers
o prepares failed delivery reports for selected Telex accounts in the
banking industry
o provides FAX Service Bureau support for targeted accounts
Control Center -
o provides electronic tier 1 support for non-major account customers
(email and voice mail responses)
o serves as hotline into the center for the sales team, providing direct
support, trouble escalations, routing to specific team
o focal point for network related impairments which are in turn
communicated to the center internal escalation point
o focal point for Feature Group D access problems with Network Operations
Dial Platform team
EDI (Electronic Data Interchange) Team -
o provides tier 1 support for EDI and Sync customers
o performs account registrations and maintenance to EDI tables
o performs EDI message tracing and redelivers
o monitors EDI van rejects
Provisioning Team -
o performs account registration and maintenance for all non-EDI accounts
o monitors provisioning feeds to the network performs redilist
maintenance
o provisions software requests
o fulfills new user and software materials
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Confidential
Tier 2 -
o performs messaging tracking across network
o troubleshoots and resolves more complex / technical problems
o performs more complex software configurations, assisting with network
administration structure
o interfaces with software developers for support on "bug fixes" and
patches
o performs beta testing, develops FAQs and assists with training
Tier 3 -
o organizations technical SMEs
o resolves highly complex customer problems
o develops and delivers technical training to lower tiers of support
o monitors and evaluates trouble shooting techniques and develops
process/automation improvements
o administers user and permissions files
Billing Team -
o interaction with customers through email or fax to address billing
issues and answer billing questions
o interaction with the sales team through phone, email, or fax in support
of new account sales and account maintenance
o specialized account handling for predefined IMS/GMS accounts
o discount implementation for both IMS/GMS platforms
o credit card processing, including credit card debiting and database
management
o perform account adjustments (both credits and debits) as required
o IMS rating table management, implementation and testing
o Development of special and non-standard rate tables for IMS billing
system
Support Services Teams
HR & Force and Facilities -
o creates and posts team schedules
o provides absence and call out tracking, maintains vacation and personal
day selection schedules
o prepares and distributes headcount, overtime, overhead & productivity
reports
o reviews and processes invoices for payment
o manages disability & worker's comp processes for the center
Documentation Team -
o integrates a web approach to providing electronic Customer Care
o prepares and stages various documents on the intranet for Customer Care
and internal use
o prepares and stages software and service documentation on the internet
for customer use
o assists with the development of training documentation
Training -
o identifies core curriculum training requirements for support teams
o selects and schedules appropriate training delivery medium
o develops Tier I training and delivers Tier I/II training
o maintains training database and monitors teams for training objective
attainment
System and Network Support Team -
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Confidential
o maintains and troubleshoots desktop tools
o performs server and telephone switch administration
o monitors server operation and performance
o identifies and resolves facility impairments
o identifies and implements preventative maintenance plans to insure
minimal recovery time in the event of a failure.
The functions described above are currently being provided by [ * ]
personnel. In the event that Swift wishes to use less personnel or in
the event that less personnel are available to perform these functions,
then not all the functions described above would be available and/or
the scope of such functions would be reduced.
B. Charges
o $[ * ] per month per full-time equivalent personnel
C. Term
For the first 3 months after the Agreement Date, Swift has requested
[ * ] full-time-equivalent personnel to perform the above functions.
For the 4th through the 6th month after the Agreement Date, Swift may
request, upon 30 days' prior notice to AT&T, up to [ * ] full-time equivalent
personnel to perform the above functions (provided that such number does not
constitute an increase of personnel).
For the 7th through the 12th month after the Agreement Date, Swift may
request, upon 30 days' prior notice to AT&T, up to [ * ] full-time equivalent
personnel to perform the above functions (provided that such number does not
constitute an increase of personnel).
VII. ALTERNATE CHANNEL SALES SUPPORT
A. Alliance Channel Compensation Transition Support for
Authorized AT&T EasyLink Services Agents whose contracts are assigned
to Swift:
1. Description
o Data processing, updates, account administration/assignment
(up to [ * ] hours per month)
o Agent commission administration, processing and validation (up
to [ * ] hours per month)
o Field sales compensation administration & processing (up to
[ * ] hours per month)
2. Charges
o $[ * ] per month
3. Term
Swift has requested Alliance Channel Compensation Transition Support
for the first 6 months after the Agreement Date.
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Confidential
B. [ * ]:
1. Description
o Provision of continued access to applicable portions of the
[ * ] for up to one year after the Agreement Date.
o Provision of continued access to applicable portions of the
Members Only (sales support materials, education content for EasyLink
Services) portion of the AT&T Alliance Channel Program Web Site for up
to 90 days after the Agreement Date.
Each AT&T EasyLink Services Authorized Agent whose Agency Agreement is
assigned to Swift may retain its [ * ] and have limited access to the
[ * ]. In addition, Swift may request that AT&T issue up to [ * ]
additional [ * ] for other Swift employees who need to track EasyLink
Agent activity. Each Hired U.S. Business Employee or other Swift
employee having access to the [ * ] and each Agent will have [ * ] and
will have access to the same portions of [ * ] relating to EasyLink
Services as they have access to today. No sharing of [ * ] will be
permitted. AT&T shall not be required to permit more than [ * ] to
remain outstanding at any time during the term of which these services
are being provided.
2. Charges and Term
o $[ * ] for use of up to [ * ] during the first 6 months after
the Agreement Date (with an option to renew, exercisable upon
at least 30 days' prior notice to AT&T, upon the same terms
(including the same charges) for an additional six months).
o $[ * ], for use of any existing [ * ] (above the [ * ]
referenced in the preceding paragraph), during the first 6
months after the Agreement Date (with an option to renew,
exercisable upon at least 30 days' prior notice to AT&T, upon
the same terms (including the same charges) for an additional
six months).
o $[ * ] issued (including, without limitation, [ * ] issued to
a Hired U.S. Business Employee or EasyLink Agent who had
previously had a [ * ] and then terminated it), during the
first 6 months after the Agreement Date (with an option to
renew, exercisable upon at least 30 days' prior notice to
AT&T, upon the same terms (including the same charges) for an
additional six months).
o All [ * ] will be charged at the rates set forth above,
whether or not used for the entire six-month initial or
renewal period. There will be no prorating of charges for
[ * ] at any time during the initial six-month term or any
renewal terms.
Swift has requested that it retain at least [ * ] after the Agreement
Date.
VIII. FINANCE SUPPORT SERVICES
A. Description
Swift may request for AT&T to provide Finance consultation support on
an as needed basis. These services consist of a knowledge transfer on:
o EMEA/UK journal adjustments
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Confidential
o Internal EasyLink account transfers
o EasyLink Payables, Receivables, and General Ledger
o Transaction accruals that occurred prior to the Agreement Date
These services do not include any consultation or other services in
connection with an audit. Any such services would require separate
agreement between the parties concerning the level of support to be
provided and the charges that would apply.
B. Charges
o $[ * ], with a minimum charge of one hour per request
C. Term
For the first 3 months after the Agreement Date, Swift may request
these functions.
IX. TRANSITION MANAGEMENT SERVICES
A. Description
The following are non-optional transitional management services that
are an essential part of any Transition Services provided under this
Agreement. Swift may not elect to reduce or modify these services in
any way.
Day-to-day management of the transition of assets and Transition
Services from AT&T to Swift. This includes planning, organizing, and
tracking project deliverables and their related dependencies. These
functions will include the management/tracking of:
o Transfer of assets (computer and network equipment) from AT&T
to Swift data centers
o Transfer of vendor accounts and invoice information related to
maintenance contracts, accounts receivable and accounts payable
after closing
o Transition processes to support internal AT&T customer
receivables and facility transfers
o Workflow, method, and procedures documentation associated with
the transition of Customer Care and Network Operations services
Internal AT&T management of transition resources and Swift personnel
services.
B. Charges
o [ * ]
C. Term
Notwithstanding anything to the contrary contained in this Agreement,
Swift may not cancel these services during the period during which it is
receiving any transition services whatsoever under this Agreement.
X. DECISION SUPPORT SERVICES
A. Description
Decision Support Services - provides standard reports and information
services to assist product managers in tracking service operations.
Periodically, product managers require ad-hoc reports. These ad-hoc
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Confidential
reports will be provided upon Swift's request and Swift will be charged
per report, based on the time required to create the report.
B. Charges
o Decision Support Services:
o [ * ], with a minimum charge of one hour per request
C. Term
o Swift may request these services for the first 3 months after
the Agreement Date
XI. NETWORK TELECOMMUNICATIONS FACILITIES SERVICES
The Network Telecommunication Facility Expenses are those expenses
required for Customer Messaging Services/Products access and egress to
the EasyLink Service Platforms. These expenses cover charges incurred
for EasyLink Customer access and egress through ILEC, CLEC, Other
Telecommunication Supplier or shared AT&T network facilities to the
EasyLink switches. This allows for originating and terminating
messaging telecommunications from/to the end user.
Swift will reimburse AT&T for the Network Facility Expenses incurred by
the AT&T Data and Internet Services ("ADIS") organization or its
successor on shared/joint invoices until separate invoicing can be
accomplished. The type of expense covered includes (but is not limited
to):
1. Megacom Inbound/Outbound Service
2. ILEC/CLEC Facility Access circuits primarily for dedicated Telex
customers and other local dedicated mail customers.
3. ILEC/CLEC Business Line accesses supporting PTNI and Remote IMS fax
locations.
4. ILEC/CLEC feature group D service supporting PTNI and Remote IMS fax
locations.
5. Other interexchange carrier billing (i.e.: LDDS Worldcom/MCI)
6. PTN2/AGN Usage- $[ * ] per minute for domestic local access; [ * ]
for domestic toll-free access; [ * ] per minute for international
local access. The parties acknowledge that PTN2/AGN is a service
provided by AT&T to ADIS. In the event that the parties add such
service to the Telecommunications Services Agreement between the
parties, the terms of such agreement shall supersede the terms of
this Agreement.
There are also Dedicated EasyLink Network Invoices. Though, they will
continue to show AT&T as the xxxx to party until proper name changes
can be completed, these Dedicated EasyLink Network invoices will be
forwarded directly to Swift for prompt payment.
Swift will use its reasonable commercial efforts to arrange for
separate invoicing as soon as possible, and, in any event, within 30
days' after the Agreement Date. When separate invoicing is
accomplished, Swift shall promptly pay all such invoices.
B. Charges
[ * ].
C. Term
o Swift will reimburse AT&T for the Network Facility Expenses incurred
by ADIS or its successor on shared/joint invoices until separate
invoicing can be accomplished.
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Confidential
2. NON-PERSONNEL BASED SERVICES
I. SPACE, FACILITIES, NETWORK CONNECTIVITY AND ADMINISTRATIVE SERVICES
AT AT&T WORK LOCATIONS
A. Description
AT&T will provide space, facilities and administrative services (the
"Occupancy Services") (i) for a limited number of Hired U.S. Business
Employees (as defined in the Asset Purchase Agreement) who remain at
their current AT&T work locations set forth in Schedule 1 hereto and,
(ii) in the case of the [ * ] work locations set forth in Schedule 1
hereto, for a limited number of Hired U.S. Business Employees and other
Swift personnel temporarily utilizing AT&T work locations. Such
Occupancy Services shall be provided at the locations specified in
Schedule 1 hereto (each, a "Service Location"), and shall include space
and support services related to housing such Swift Personnel in their
work locations for the transitional period specified in Schedule 1.
Schedule 1 specifies the maximum number of Hired U.S. Business
Employees and other Swift personnel that may occupy any Service
Location and receive the Occupancy and ITS Services. In the event that
at any time, more than the maximum permitted number of Swift personnel
occupy any such Service Location or receive Occupancy Services or ITS
Services hereunder, Swift shall be in breach of this Agreement. Swift
shall be deemed to have exceeded such maximums if at any time during
any month (i) the number of ID's assigned to Swift for any Service
Location exceeds the maximum number of Swift personnel set forth in
Schedule 1 for such Service Location or (ii) the number of telephone or
data lines procured by Swift with respect to any Service Location
exceeds the maximum number of Swift personnel set forth in Schedule 1
for such Service Location. The parties agree and acknowledge that it
would be extremely difficult to quantify the damages to AT&T resulting
from a breach of the Service Location maximums. Accordingly, the
parties agree that in the event of any such breach Swift shall pay to
AT&T as liquidated damages the amount specified in Schedule 1. Payment
of such liquidated damages shall not be deemed to waive such breach or
preclude AT&T from exercising any other remedies AT&T may have
available. Notwithstanding anything to the contrary contained in the
foregoing, it shall not be deemed a breach of this Agreement if Swift
increases the number of personnel at the [ * ] Service Location to
[ * ] personnel and/or the number of personnel at the [ * ] Service
Location to [ * ] personnel; provided that Swift provides AT&T notice
of any such increase and pays to AT&T, in addition to the monthly fee
set forth in Schedule 1, an additional [ * ].
Each Service Location has its unique set of facility and administrative
services as well as furniture, fixtures and equipment. Swift personnel
receiving the Occupancy Services (the "On-Premise Swift Personnel") at
a Service Location will receive the same level of building services
that are available to the AT&T occupants of the Service Location.
o Use of the existing furniture and furnishing in place on closing
date.
o Administrative services, including mailroom
o Copy and reproduction services
o Cafeteria (where available)
o Common copier maintenance services
o Security
o Building Services
ITS SERVICES.
During the term specified in Section C below, AT&T will continue to
provide the network connectivity services it currently provides, as
described below for the On-Premise Swift Personnel at the Service
Locations. Personal connectivity services, such as corporate calling
cards, cellular service, and home phone lines are not included as part
of these services, and Swift is responsible for providing these
services immediately following the Agreement Date.
The ITS services are provided for business use only, restricted to and
in accordance with the AT&T Code of Conduct and Security Guidelines.
Notwithstanding anything herein to the contrary, AT&T reserves the
right to redesign the network at its sole discretion. The following are
the types of ITS Services that may be available, including without
limitation, separating the network infrastructure that supports the
On-Premise Swift Personnel from the rest of AT&T's internal network
infrastructure.
Voice Premises Service
For each Service Location that is currently receiving AT&T ITS voice
premise services, AT&T will continue to provide On-Premise Swift
Personnel at these locations with standard voice premise service. This
includes a basic voice port from an ITS-managed system with standard
voice features engineered according to AT&T standards for a general
office environment. This service provides maintenance, fault
management, administration, and provisioning support.
For each such Service Location that currently receives such service,
ITS will also provide Voice Messaging Service from an ITS-managed voice
mail system engineered to provide basic voice messaging features.
Standard voice mailboxes include 20 minutes of greeting and message
storage, with a 10 day retention time for new messages.
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Confidential
Swift shall be responsible for ensuring that all On-Premise Swift
Personnel adhere to all current AT&T Voice Premises Service Policies
and Standards.
Moves, Adds, or Changes (MACs) initiated by Swift will be billed as a
time and material charge; provided that AT&T will not xxxx Xxxxx for
any Moves completed during February 2001.
Video, satellite, and audio teleconferencing services will not be
provided by AT&T. AT&T reserves the right to remove TV monitors that
may be in use today at any time at AT&T's discretion.
Voice Network Services
For each Service Location that is currently receiving AT&T ITS voice
network services, AT&T will provide On-Premise Swift Personnel at such
Service Location, with standard voice connectivity at such Service
Locations. "Voice Network Services" includes local and long distance
voice networking.
Data Network Services
AT&T will provide On-Premise Swift Personnel at each Service Location,
with the same type of LAN (Local Area Network) and WAN (Wide Area
Network) data connectivity services that are provided to AT&T employees
at such Location. These services may include Ethernet LAN connectivity,
TCP/IP WAN connectivity, and Dial-in remote access to the WAN. These
services include moves and changes, maintenance, fault management,
administration, and data networking equipment (i.e., hubs, switches,
routers, multiplexers, and DSU's).
The following is a brief description of the services that may be
provided.
LAN - Local area network connectivity provided from the data port in
the wall to other PC's and servers in the location and to AT&T's
corporate WAN (UGN). This service includes the LAN equipment,
maintenance, ongoing engineering and capacity management, fault
management and moves/adds/changes. PC's connected to this LAN service
will be prohibited from running encryption algorithms on the data
transmitted across the WAN.
MACs (Moves, Adds, or Changes) initiated by Swift will be billed as a
time and material charge.
WAN - Wide area network connectivity provided from the LAN to other
endpoints on the UGN (Unified Global Network) and the Internet. This
service includes the WAN equipment, LEC and IXC transport, maintenance,
ongoing engineering and capacity management, fault management, and
moves/adds/changes.
Dial UGN - This service provides remote TCP/IP access into the UGN via
an 800 number or a local number in the area. The service includes the
network modem pools and the PRI line that terminates into them, the 800
transport, fault management, ongoing engineering and capacity
management, and fault management.
B. Charges
For each Service Location, Swift will pay AT&T the fees specified in
the attached Schedule 1 for such Service Location. In addition, Swift
will be charged on a time and materials basis for any cleaning or
transport or removal of equipment from any Service Location required
after the termination of the Occupancy Services.
C. Term
For all Service Locations other than [ * ], the term during which AT&T
shall provide Occupancy Services shall commence on the Agreement Date
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Confidential
and shall continue for each Service Location for a period of ninety
(90) days; provided that Swift may elect to extend the term for any
Service Location (other than the [ * ] as to which no such extension
shall be permitted) for an additional ninety days by providing AT&T
with written notice of such election on or before the 60th day after
the Agreement Date. Notwithstanding anything contained herein to the
contrary, Swift may not elect to terminate such Occupancy Services
during the initial 90-day term or during the 90-day extension.
For [ * ], the term during which AT&T shall provide Occupancy Services
may be concurrent with the lease period during which AT&T provides
Network Hosting Services at such Service Location as specified in
Section III of this Non-Personnel Based Services Section of this
Agreement; provided that Swift may terminate the Occupancy Services for
either the [ * ] upon thirty (30) days' prior written notice to AT&T.
II. FOR EMPLOYEES WHO WORK IN NON-AT&T-LOCATIONS
A. Description
AT&T will provide Dial UGN ("VO ITS Services") to up to thirteen (13)
Hired U.S. Business Employee who work in a non-AT&T location and up to
three (3) other Swift employees who have a need to have access to such
Service in order assist in the transition of the EasyLink business to
Swift. This service provides remote TCP/IP access into the UGN via an
800 number or a local number in the area. The service includes the
network modem pools and the PRI line that terminates into them, the 800
transport, fault management, ongoing engineering and capacity
management, and fault management.
B. Charges
For each Hired U.S. Business Employee or other Swift Employee using VO
ITS who is working in a non-AT&T location, Swift will pay to AT&T
$[ * ].
C. Term
The term during which AT&T shall provide VO ITS Services shall commence
on the Agreement Date and shall continue for a maximum of 90 days.
III. NETWORK HOSTING SERVICES
A. Description
AT&T will continue to host Equipment (as defined in the Asset Purchase
Agreement) where currently located at AT&T Data Centers. This consists
operational and lab equipment. The network operation data centers are
located in: [ * ]. The laboratories are located in [ * ].
In addition to standard facility and administrative services (described
in Section IA of this Non-Personnel Based Services Section), the
following services will be provided at network centers:
o Building Operations (24x7)
o Conditioned Data Center Environment
o Raised Floor
o HVAC Connection/Operation
o Computer Room with Restricted Access
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Confidential
o Redundant Power o Battery Power Backup Systems
Services provided at laboratories include:
o Conditioned Data Center Environment
o Raised Floor (limited availability)
o Restricted Access (limited availability)
AT&T may, upon Swift's written request or upon the expiration of the
term of the Network Hosting Services at any location, also provide for
the removal, transport, or disposal of Equipment at AT&T Data Centers.
B. Charges and Term
o Charges will be based on square foot usage and term of use (lease
period)
-----------------------------------------------------------------------------------------------
City State Use ft(2) $/ft(2)/ Lease Period $ Charge Swift Renewal Notice
year Date***
-----------------------------------------------------------------------------------------------
[ * ] [*] 100 92 Months 1-11 [ * ]
[ * ] [*] Requested + Months 12 - 23 TBD** Space Required by 9/1/01
Space****
-----------------------------------------------------------------------------------------------
[ * ] [*] 6,779 57 Months 1-11 [ * ]
-----------------------------------------------------------------------------------------------
[ * ] [*] Requested + Months 12 - 23 TBD** Space Required by 9/1/01
Space****
-----------------------------------------------------------------------------------------------
[ * ] [*] 5,701 29 Months 1-3 [ * ]
-----------------------------------------------------------------------------------------------
[ * ] [*] 5,701 29 Months 4-6 [ * ] Space Required by 4/1/01
-----------------------------------------------------------------------------------------------
[ * ] [*] 3,097 25 Months 1-3 [ * ]
-----------------------------------------------------------------------------------------------
[ * ] [*] 500 92 Months 1-11 [ * ]
-----------------------------------------------------------------------------------------------
[ * ] [*] Requested + Months 12 - 23 TBD** Space Required by 9/1/01
Space****
-----------------------------------------------------------------------------------------------
[ * ] [*] 17,450 57 Months 1-6 [ * ]
-----------------------------------------------------------------------------------------------
[ * ] [*] Requested 115 Months 7-11 TBD** Space Required by 5/1/01
Space****
-----------------------------------------------------------------------------------------------
[ * ] [*] Requested 150 Months 12 - 23 TBD** Space Required by 9/1/01
Space****
-----------------------------------------------------------------------------------------------
+These rates are subject to annual adjustment for calendar year 2002
and will be provided to Swift at least 30 days' prior to the date Swift
is required to elect to renew the lease period for such location.
**TBD-The actual charge will be determined by multiplying the square
footage by the $/ft(2) specified.
***Such renewal notice must indicate the space required during the
renewal period, which cannot exceed the space provided at the time of
renewal.
****During the renewal period, Swift will be billed for the greater of
(x) the space requested in its renewal notice; and (y) the space
actually used; provided that in the event that Swift requests
insufficient space for its needs, then AT&T shall be under no
obligation to provide any additional space.
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Confidential
Handling of Swift equipment (assets), including disposal, removal, and
transport from/to AT&T locations will be charged to Swift at cost (time
and materials).
Notwithstanding anything contained herein to the contrary, Swift may
not elect to terminate any Lease Period during the initial lease period
noted above or during any renewal lease period noted above.
The Transition Services specified in this Appendix A may only be supplemented by
a written amendment to this Annex A, making reference to this Transition
Services Agreement and signed by an authorized representative of each of the
parties.
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Confidential
ANNEX B
Transition Services Representatives
AT&T's Transition Services Representative shall be:
Xx. Xxxxxx Xxxxx
00 Xxxxxxxxx Xxxxx, Xxxx 00X00
Xxxxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Swift's Transition Services Representative shall be:
Xx. Xxxxxx Xxxxxxxx
Room B1B04
Swift Telecommunications, Inc.
000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
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Confidential
