EXHIBIT 10.23
CONFIDENTIAL TREATMENT HAS BEEN SOUGHT FOR
PORTIONS OF THIS EXHIBIT PURSUANT TO RULE 24b-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT NO. 1
This Amendment No. 1 is made by and between FaxSAV, Inc. ("Customer") and
WorldCom Network Services, Inc. ("WorldCom"), to those certain Amended and
Restated Program Enrollment Terms (the "Amended PET") to that certain WilMAX
UNIVERSAL Telecommunications Services Agreement (TSA#FSI-961201) made by and
between Customer and WorldCom dated as of December 1, 1996 (the "TSA"). The
parties acknowledge that the prior Telecommunications Services Agreement (along
with the Program Enrollment Terms, Pricing Exhibit and Service Schedule) between
Digitran Corp. (now known as FaxSAV, Inc.) and WilTel, Inc. (now known as
WorldCom Network Services, Inc.) were canceled in their entirety and superseded
by the TSA..
The parties agree that the Service Schedule attached to the TSA will be
canceled in its entirety and superseded by the Service Schedule (the "New
Service Schedule") attached hereto. All references to "WilTel" in the TSA or the
Amended PET shall be deemed to refer to WorldCom. In the event of any conflict
between the terms of the TSA or the Amended PET and the terms of this Amendment
No. 1, the terms of this Amendment No. 1 shall control. The TSA (along with the
Amended PET, the New Service Schedule and the Rate and Discount Schedule) and
this Amendment No. 1 shall collectively be referred to as the "Agreement".
The parties agree for good and valuable consideration, intending legally
to be bound, as follows:
A. SERVICE TERM. The parties agree to substitute Section 2 of the Amended PET to
read in its entirety as follows:
2. SERVICE TERM: This Agreement shall commence as of June 1, 1998 (the
"Effective Date"), and shall continue for a period of thirty-two
(32) months thereafter (the "Service Term").
B. DISCOUNT SCHEDULE/APPLICATION OF DISCOUNTS/RATES. The parties agree to delete
Sections 3, 6 and 7 of the Amended PET in their entirety and replace such
provisions with the Rate and Discount Schedule attached hereto.
C. CUSTOMER'S COMMITMENT. The parties agree to substitute Section 4 of the
Amended PET to read in its entirety as follows:
4. CUSTOMER'S MINIMUM REVENUE COMMITMENT:
(A) Commencing with the first day of the fifth (5th) billing
period following
Page 1 of 2 CONFIDENTIAL
the Effective Date and continuing through the end of the
Service Term (including any extensions thereto) (the
"Commitment Period"), Customer agrees to maintain, on a
take-or-pay basis, Monthly Revenue (as defined in the
applicable Rate and Discount Schedule) of at least $500,000
("Customer's Minimum Revenue Commitment").
(B) Provided Customer's cumulative Monthly Revenue from WorldCom
under this Agreement commencing with the Effective Date of
this Amendment is at least $[****] (i.e., in the aggregate),
Customer may elect to terminate Customer's Minimum Revenue
Commitment described in Subsection 4(A) above by providing
WorldCom written notice ("Customer Notice"). In such event,
commencing with the first day of the first full month
following at least thirty (30) days after WorldCom receives
the Customer Notice (the "Commitment Termination Date"),
Customer's Minimum Revenue Commitment shall terminate and will
no longer be in force or effect. Provided, for the remainder
of the Service Term, Customer will continue to receive the
Discount determined under Section II.(B) of the Rate and
Discount Schedule.
D. DEFICIENCY CHARGE: The parties agree to substitute Section 5 of the Amended
PET to read in its entirety as follows:
5. DEFICIENCY CHARGE: In the event Customer does not maintain
Customer's Minimum Revenue Commitment in any month during the
Commitment Period (regardless of whether Customer has commenced
using any or all of the Switched Services described herein), then
for those month(s) only, Customer will pay WorldCom the difference
between Customer's Minimum Revenue Commitment and Customer's actual
Monthly Revenue (as described in the applicable Rate and Discount
Schedule) (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 Minimum
Revenue Commitment for the unexpired portion of the Service Term, if
WorldCom terminates this Agreement based on Customer's default.
E. CREDIT. In consideration of Customer's Commitment described in Paragraph C.
above and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, WorldCom agrees to give Customer a credit (the
"Credit") in an amount equal to $[****]. The Credit will be applied to
Customer's invoices from WorldCom commencing with the first invoice following
the Effective Date (but in no event less than zero) until such Credit is
completely utilized.
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 2 of 2 CONFIDENTIAL
F. OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the TSA and the Amended PET will remain in
full force and effect throughout the Service Term and any extensions thereof.
IN WITNESS WHEREOF the parties have entered into this Amendment No. 1 on
the date first written above.
WORLDCOM NETWORK SERVICES, INC. FAXSAV, INC.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Print Name: Xxxxxxx X. Xxxx Print Name: Xxxxx X. Xxxxxxxx
Title: Vice President Carrier Sales Title: Vice President and CFO
Page 2 of 2 CONFIDENTIAL
WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND(TM) SWITCHED SERVICES
SERVICE SCHEDULE
This Service Schedule is made by and between WorldCom Network Services,
Inc. ("WorldCom") and FaxSAV, Inc. ("Customer") and is a part of their
Telecommunication Services Agreement for Switched Services. Neither Customer nor
WorldCom shall be obligated with respect to the Switched Services described
below, nor any other condition of such Switched Services until Customer has
submitted and WorldCom has accepted a Service Request with respect to the
particular Switched Service. Capitalized terms not defined herein shall have the
meaning ascribed to them in the TSA, the PET or the applicable Rate and Discount
Schedule.
1. SWITCHED SERVICES: During the Service Term of the Agreement, WorldCom will
provide the following Switched Services (all as more particularly
described herein), (i) to and from the locations below, and (ii) for the
charges and applicable discounts set forth in the applicable Rate and
Discount Schedule attached herewith:
(a) "TERMINATION Service" which is WorldCom's termination of calls
received from Customer's Service Interconnection(s).
(b) "TOLL FREE ORIGINATION Service" which is the origination of Toll
Free calls by WorldCom and the termination of such calls to
Customer's Service Interconnection(s).
(c) "SWITCHED ACCESS Service" which is the origination (via individual
telephone access lines) and termination of calls solely over
facilities comprising the WorldCom network.
(d) "DEDICATED ACCESS Service" which is the origination and termination
of calls solely over facilities comprising the WorldCom network
which origination or termination is via dedicated access lines.
(e) "TRAVEL CARD Service" which is the origination (via Travel Card Toll
Free number access) and termination of calls solely over facilities
comprising the WorldCom network.
2. SERVICE INTERCONNECTIONS:
(a) In order to utilize (i) TERMINATION Service and TOLL FREE
ORIGINATION Service, one or more full time dedicated connections
between Customer's network and the WorldCom network at one or more
WorldCom designated locations ("WorldCom POP") must be established
("Carrier Service Interconnections"), and (ii) DEDICATED ACCESS
Service, one or more
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CONFIDENTIAL
full time dedicated connections between an End User's private branch
exchange ("PBX") or other customer premise equipment and the
WorldCom network at one or more WorldCom POP(s) must be established
("Dedicated Service Interconnections"). Each Carrier Service
Interconnection and Dedicated Service Interconnection shall be
comprised of one or more dedicated access circuits, as the case may
be. Carrier Service Interconnections and Dedicated Service
Interconnections are collectively referred to as "Service
Interconnections".
(b) The circuit(s) comprising each Service Interconnection to a WorldCom
POP shall be requested by Customer on the appropriate WorldCom
Service Request. Each Service Request will describe (among other
things) the WorldCom POP to which a Service Interconnection is to be
established, the Requested Service Date therefor, the type and
quantity of circuits comprising the Service Interconnection and any
charges and other information relevant thereto, such as, Customer's
terminating or originating switch location, as the case may be. Such
additional information may be obtained from Customer or gathered by
WorldCom and recorded in Technical Information Sheets provided by
WorldCom.
(c) Once ordered, and unless otherwise provided for in this TSA, Service
Interconnections or the circuits comprising each Service
Interconnection may only be canceled by Customer upon not less than
thirty (30) days prior written notice to WorldCom.
(d) With respect to a Carrier Service Interconnection, absent the
automatic number identification ("ANI") of the calling party,
Customer shall provide WorldCom with a written certification (the
"Certification") of the percentage of interstate (including
intentional) and intrastate minutes of use relevant to the minutes
of traffic to be terminated in the same state in which the WorldCom
POP is located to which the Carrier Service Interconnection is made.
This Certification shall be provided by Customer prior to Start of
Service for any Carrier Service Interconnection and may be modified
from time to time by Customer and subject to recertification upon
the request of WorldCom which requests shall not be made
unilaterally by WorldCom more than once each calendar quarter. Any
such modification(s) or Certification(s) shall be effective as of
the first day of any calendar month and following at least
forty-five (45) days notice from Customer. In the event Customer
fails to make such Certification, the relevant minutes of use will
be deemed to be subject to the Intrastate Rates described in the
applicable Rate and Discount Schedule. In the event WorldCom or any
other third party requires an audit of WorldCom's
interstate/intrastate minutes of traffic, Customer agrees to
cooperate in such audit at its expense and make its call detail
records, billing systems and other necessary information reasonably
available to WorldCom or any third party solely for the purpose of
verifying Customer's interstate/intrastate minutes of traffic.
Customer agrees to indemnify WorldCom for any liability WorldCom
incurs in the event Customer's Certification is different than that
determined by the audit.
(e) With respect to Carrier Service Interconnections, Customer shall be
solely responsible for establishing and maintaining each Carrier
Service Interconnection over facilities subject to WorldCom's
approval. With respect to Dedicated Service Interconnections,
WorldCom will provision and maintain local access facilities between
the End User location (i.e., PBX) and the WorldCom POP, subject to
any LEC charges plus other applicable terms and charges set forth in
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CONFIDENTIAL
WorldCom's F.C.C. Tariff No. 5, however, Customer may elect to be
responsible for establishing each Dedicated Service Interconnection
over facilities subject to WorldCom's approval. Service
Interconnections shall only be comprised of DS-1 facilities unless
otherwise provided for in the Service Request and agreed to in
writing by WorldCom. If a Service Interconnection is proposed to be
made via a local exchange carrier, WorldCom will have the authority
to direct Customer to utilize WorldCom's entrance facilities or
local serving arrangement ("LSA") with the relevant local telephone
operating company, and Customer will be subject to a
non-discriminatory charge therefor from WorldCom. The monthly
recurring charge relevant to Customer's use of LSA capacity shall be
subject to upward adjustment by WorldCom from time to time which
adjustment, if any, shall not exceed the rate that otherwise would
be charged for the equivalent switched access capacity between the
same points by the relevant local telephone operating company
pursuant to its published charges for the type of service in
question.
(f) If other private line interexchange facilities are necessary to
establish a Service Interconnection, and such facilities are
requested from WorldCom, such facilities will be provided on an
individual case basis.
(g) Commencing with the second full calendar month following Start of
Service for each circuit comprising a Service Interconnection (i.e.,
both Carrier Service Interconnections and Dedicated Service
Interconnections) and thereafter, Customer will maintain Switched
Services measured usage charges per DS-1 (or DS-1 equivalent
circuit) of not less than $[****] per calendar month/billing period
("Minimum Monthly Usage"). In the event Customer fails to obtain the
required Minimum Monthly Usage for the circuits comprising each
Service Interconnection, WorldCom will charge and Customer will pay
the difference between the number of DS-1s times the Minimum Monthly
Usage (i.e., $[****]) and Customer's total Switched Services
measured usage charges for the circuit(s) comprising the Service
Interconnection in question ("Minimum Usage Charge"). WorldCom
TERMINATION Service and TOLL FREE ORIGINATION Service minutes
carried over the same Service Interconnection, if any, shall be
included in determining if Customer has met the Minimum Monthly
Usage requirement.
Example: [****]
(h) DS-1 circuits comprising all Service Interconnections will be
subject to a nonrecurring $[****] per DS-1 switch port installation
charge, and DS-3 circuits comprising all Service Interconnections
will be subject to a nonrecurring per DS-3 switch port installation
charge as determined on an individual case basis.
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 3 of 8
CONFIDENTIAL
3. FORECASTS: Before Customer's initial order for Switched Services, Customer
shall provide WorldCom with a forecast regarding the number of minutes
expected to be terminated or originated in various LATAs and/or Tandems,
so as to enable WorldCom to configure optimum network arrangements. In the
event Customer's Switched Service traffic volumes result in a lower than
industry standard completion rate or otherwise adversely affect the
WorldCom Network, WorldCom reserves the right to block the source of such
adverse traffic at any time. Customer will provide WorldCom with
additional forecasts from time to time upon WorldCom's request which shall
not be more frequent than once every three (3) months.
4. START OF SERVICE: Start of Service for the various Switched Services will
occur as described below:
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SERVICE START OF SERVICE
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TERMINATION Service Concurrently with the activation of
each circuit comprising Carrier
Service Interconnections relevant to
TERMINATION Service
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TOLL FREE ORIGINATION Concurrently with the activation
of each circuit comprising Carrier
Service Interconnections relevant
to TOLL FREE ORIGINATION Service
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SWITCHED ACCESS Service ANI by ANI basis concurrently with
the activation of each ANI to be
served, and a TOLL FREE Number by
TOLL FREE Number basis concurrently
with activation of each TOLL FREE
Number
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DEDICATED ACCESS Service Concurrently with the activation of
each circuit comprising Dedicated
Service Interconnections
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TRAVEL CARD Service Code by Code basis concurrently with
the activation of each Code
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5. LIMITATION OF ORIGINATION OR TERMINATION LOCATIONS:
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SWITCHED SERVICE ORIGINATION FROM TERMINATION TO
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TERMINATION Service Any WorldCom POP Any dialable location
worldwide
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TOLL FREE ORIGINATION Locations in the 48 Any Customer
Service contiguous United designated Carrier
States, Hawaii, Service Interconnection
Alaska, the US Virgin
Islands, Puerto Rico
and Canada
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SWITCHED ACCESS (1+) All equal access Any direct dialable
Service exchanges in the 48 location worldwide
contiguous United
States (except in LATA
000-Xxxxxxx Xxxxxx,
Xxx Xxxx) and Hawaii
--------------------------------------------------------------------------------
SWITCHED ACCESS (Toll Locations in the 48 Locations in the 48
Free) Service contiguous United contiguous United
States, Hawaii, States and Hawaii
Alaska, the US Virgin
Islands, Puerto Rico
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Page 4 of 8
CONFIDENTIAL
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DEDICATED ACCESS (1+) Locations in the 48 Any direct dialable
Service contiguous United location worldwide
States
--------------------------------------------------------------------------------
DEDICATED ACCESS (Toll Locations in the 48 Any Customer
Free) Service contiguous United designated Dedicated
States, Hawaii, Service Interconnection
Alaska, the US Virgin
Islands, Puerto Rico
--------------------------------------------------------------------------------
BASIC TRAVEL CARD Locations in the 48 Locations in the 48
Services contiguous United contiguous United
States States, Hawaii, Alaska, the
US Virgin Islands, Puerto Rico
and Canada
--------------------------------------------------------------------------------
BASIC TRAVEL CARD Locations in Hawaii, Locations in the 48
Services Alaska, the US Virgin contiguous United
Islands, Puerto Rico States
and Canada
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BASIC TRAVEL CARD Select International Locations in the 48
Service locations. contiguous United
States
--------------------------------------------------------------------------------
TRAVEL CARD Service - SEE Schedule 6 to the SEE Schedule 6 to the
Enhanced and Discount applicable Rate and applicable Rate and
Features Discount Schedule Discount Schedule
--------------------------------------------------------------------------------
6. BILLING INCREMENTS:
(A) Classic Service - (i) all calls (excluding California IntraLATA and
California intrastate calls and calls to International Locations,
Canada and Mexico) will be billed in six (6) second increments and
subject to a six (6) second minimum charge, (ii) California
IntraLATA and California intrastate calls will be billed in six (6)
second increments and subject to an eighteen (18) second minimum,
and (ii) calls to International Locations, Canada and Mexico will be
billed in six (6) second increments and subject to a thirty (30)
second minimum charge.
(B) TRANSCEND(TM) Service - (i) all calls (excluding calls to
International Locations, Canada and Mexico and calls from Canada)
will be billed in six (6) second increments and subject to a six (6)
second minimum charge, and (iii) calls to International Locations,
Canada and Mexico and calls from Canada will be billed in six (6)
second increments and subject to a thirty (30) second minimum
charge.
(C) All calls will be billed (i) utilizing Hardware Answer Supervision
where available, and with respect to TOLL FREE Services, commencing
with Customer's switch wink or answer back. If Customer is found to
be non-compliant in passing back appropriate answer supervision,
i.e., answer back, WorldCom reserves the right to suspend TOLL FREE
Service or deny requests by Customer for additional Service until
appropriate compliance is established.
7. CDR MEDIA: WorldCom will provide Call Detail Records (CDRs) for WorldCom's
Switched Services in machine readable form in one of several magnetic tape
formats (selected by Customer on Customer's Service Request) ("CDR
Media"). CDR Media provided under this Section (i) monthly is provided at
no charge, (ii) weekly is subject to a recurring monthly charge of $150,
and (iii) daily is subject to the applicable non-recurring Installation
Charge as described below (plus all leased-line and equipment costs
necessary to implement Daily CDR Media which will be determined on an
individual case basis depending on Customer's specific configuration).
Page 5 of 8
CONFIDENTIAL
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TYPE Total Contract Value Non-Recurring
Installation Charge
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Daily CDR <$1,000,000 $[****]
Media-Customer provided $1,000,000+ $[****]
hardware and software
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Daily CDR Media-PC <$1,000,000 $[****]
Solution $1,000,000+ $[****]
--------------------------------------------------------------------------------
Sub-Daily CDR <$1,000,000 $[****]
Media-Customer provided $1,000,000+ $[****]
hardware and software
--------------------------------------------------------------------------------
Sub-Daily CDR Media-PC <$1,000,000 $[****]
Solution $1,000,000+ $[****]
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8. TOLL FREE NUMBERS:
(a) TOLL FREE numbers will be issued to Customer (i.e., issuance equates
to activation or reservation, whichever occurs first) on a random
basis. Customer requests for specific numbers will be considered by
WorldCom, and if provided, will be subject to additional charges as
set forth below and WorldCom's then current reservation policy which
shall also apply to any randomly selected and reserved TOLL FREE
number. At any time preceding three (3) months from the scheduled
expiration of the Service Term, Customer may only reserve TOLL FREE
numbers in an amount equal to the greater of (i) 50, or (ii) fifteen
percent (15%) of the total number of TOLL FREE numbers activated by
WorldCom for Customer. Customer requests for TOLL FREE numbers
inconsistent with the above stated conditions may be considered by
WorldCom on an individual case basis. TOLL FREE numbers reserved for
Customer will be activated upon Customer's request, however, with
respect to TRANSCEND(TM) WorldCom may charge Customer an SMS Storage
fee for each TOLL FREE number.
(b) Customer Request for Specific Numbers - $[****] per individual TOLL
FREE number.
(c) Customer specifically agrees that regardless of the method in which
a TOLL FREE number is reserved for or otherwise assigned to
Customer, that Customer will not seek any remedy from WorldCom under
a theory of detrimental reliance or otherwise that such TOLL FREE
number(s) are found not to be available for Customer's use until
such TOLL FREE number is put in service for the benefit of Customer,
and that such TOLL FREE number(s) shall not be sold, bartered,
brokered or otherwise released by Customer for a fee ("TOLL FREE
Number Trafficking"). Any attempt by Customer to engage in TOLL FREE
Number Trafficking shall be grounds for reclamation by WorldCom for
reassignment of the TOLL FREE number(s) reserved for or
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 5 of 8
CONFIDENTIAL
assigned to Customer
9. ENHANCED TOLL FREE SERVICES: The following TOLL FREE identification
services and routing options (collectively, "Enhanced TOLL FREE Services")
are available from WorldCom:
IDENTIFICATION SERVICES:
i. Dialed Number Identification Service - identification of specific TOLL
FREE number dialed.
ii. Real-Time ANI - receipt of telephone number of calling party.
TOLL FREE ROUTING OPTIONS:
i. Message Referral - recording (up to six (6) months) that informs callers
that the TOLL FREE number has been disconnected or refers callers to new
number.
ii. Call Area Selection - selection or blockage of locations from which TOLL
FREE numbers can be received (i.e., State, NPA, LATA or NXX level).
iii. Call Distributor Routing - distribution of TOLL FREE traffic evenly over
dedicated access lines in a trunk group (e.g., ascending, descending, most
idle, least idle).
iv. Route Completion (Overflow) - overflow of TOLL FREE dedicated access
traffic only to up to five (5) pre-defined alternate routing groups (e.g.,
dedicated access, WATs access lines or switched access lines).
v. Geographic Routing - termination of calls to a single TOLL FREE number
from two or more originating routing groups to different locations.
vi. Time-of-Day Routing - routing of calls to single TOLL FREE number based on
time of day (up to forty-eight (48) time slots of 15-minute increments in
a 24-hour period).
vii. Day-of-Week Routing - routing of calls to single TOLL FREE number based on
each day of the week.
viii. Day-of-Year Routing - routing of calls to single TOLL FREE number based on
up to fifteen (15) customer-specified holidays.
ix. Percent Allocation Routing - routing of calls for each originating routing
group to two (2) or more terminating locations based on customer-specified
percentage.
Customer will receive the Identification Services described above at no
charge. The minutes of use rates for TOLL FREE Routing Options described
above (in addition to the TOLL FREE Routing Option Feature Charges
described below) will be the same rates for SWITCHED ACCESS Service (TOLL
FREE) and DEDICATED ACCESS Service (TOLL FREE), whichever is applicable,
as described in the applicable Rate and Discount
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CONFIDENTIAL
Schedule excluding Route Completion (Overflow). If Customer selects Route
Completion (Overflow) and Customer's traffic overflows from DEDICATED
ACCESS Service (TOLL FREE) to SWITCHED ACCESS Service (TOLL FREE),
Customer's minute of use rate will be the rate associated with SWITCHED
ACCESS Service (TOLL FREE). The TOLL FREE Routing Option Feature Charges
are as follows:
Installation Charge: $[****] per feature; maximum of $[****] per TOLL FREE
number.
Change Order Charge: $[****] per feature; maximum of $[****] per TOLL FREE
number.
Monthly Recurring Charge: $[****] per feature; maximum of $[****] per TOLL
FREE number.
Expedite Charge: $500.00 (i.e., outside normal interval time of four (4)
business days).
Note: More than ten (10) points of termination for a single feature will
be treated as two (2) features. Further, every additional ten (10) points
of termination will be treated as a separate feature.
10. RESPORG SERVICES: Responsible Organization Services (relevant to TOLL FREE
Numbers) if provided by WorldCom will be provided by WorldCom pursuant to
WorldCom's F.C.C. Tariff No. 5.
11. AUTHORIZATION CODES FOR TRAVEL CARD SERVICE: WorldCom will supply Customer
with authorization codes ("Codes") containing nine (9) or fourteen (14)
digits for use with a corresponding TOLL FREE Service number for
origination and termination of TRAVEL CARD Service calls. The Codes may be
obtained by Customer in blocks of ten (10) not to exceed a total of 1000
Codes at any one time. WorldCom reserves the right to deny access to any
Code at any time.
12. INBOUND PORTION OF TRAVEL CARD SERVICE CALL: The inbound service portion
of a TRAVEL CARD Service call (i.e., the TOLL FREE Service) must be
provided by WorldCom.
13. ACCOUNTING CODES: For every billed telephone number (BTN) requested by
Customer, whether verified or non-verified, Customer shall pay a monthly
recurring charge of $[****].
14. PAY PHONE SURCHARGE: In the event WorldCom is required to compensate
payphone
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 7 of 8
CONFIDENTIAL
service providers (PSPs) for toll-free or access code calls which originate from
payphones (including without limitation, any Order adopted by the FCC)
("Payphone Surcharge"), WorldCom will charge and Customer agrees to pay WorldCom
the amount of the Payphone Surcharge which is required to be paid by WorldCom.
15. RBOC TERMINATION/ORIGINATION: With respect to Classic Switched Services,
following Start of Service for TERMINATION SERVICE, TOLL FREE ORIGINATION
Service and/or DEDICATED ACCESS Service, Customer will maintain at least
80% of the minutes of traffic (during any calendar month or pro rata
portion thereof) comprising Customer's TERMINATION Service, TOLL FREE
ORIGINATION Service and DEDICATED ACCESS Service for termination or
origination in a Tandem owned and operated by a Regional Xxxx Operating
Company ("RBOC Terminations/Originations") and subject to such RBOC's
tariffed access charges. WorldCom shall have the right to apply a ($.015)
per minute surcharge to the number of minutes by which Non-RBOC
Terminations/Originations exceed 20% of total monthly TERMINATION Service,
TOLL FREE ORIGINATION Service and DEDICATED ACCESS Service minutes.
16. PRESUBSCRIBED INTEREXCHANGE CARRIER CHARGE (PICC): With respect to Classic
Switched Services, WorldCom will charge Customer for any LEC-assessed
presubscribed interexchange carrier charge ("PICC Charge") which PICC
Charge will be reasonably determined by WorldCom as of a date certain each
month (the "PICC Charge Determination Date") but only if WorldCom is
directly billed by the LEC for such PICC Charge. Customer's PICC Charge
will be determined as of the PICC Charge Determination Date and will be
based on the same criteria for which WorldCom is assessed such charge by
the LEC (e.g., number and type of Customer's End Users (i.e., residential
or business) as well as the type of line associated with each such End
User (i.e., single line, secondary line or multi-line). This Section 16
will be deemed to include any other similar additional charges assessed by
a LEC after the date of this Agreement. (i.e., charges for which WorldCom
is not currently being assessed).
IN WITNESS WHEREOF, Customer has initialed this CLASSIC/TRANSCEND(TM)
SWITCHED SERVICES Service Schedule on the date first written above.
FAXSAV, INC.
Customer's Initials: /s/ PSM
Page 8 of 8
CONFIDENTIAL
WORLDCOM NETWORK SERVICES, INC.
CLASSIC SWITCHED SERVICES
RATE AND DISCOUNT SCHEDULE
This Rate and Discount Schedule is made by and between WorldCom Network
Services, Inc. ("WorldCom") and FaxSAV, Inc. ("Customer") and is a part of their
Telecommunications Services Agreement for Switched Services. Capitalized terms
not defined herein shall have the meaning ascribed to them in the TSA, the PET
or the Service Schedule. NOTE: ANY MODIFICATIONS, ADDITIONS OR DELETIONS FROM
THIS RATE AND DISCOUNT SCHEDULE WILL NOT BE EFFECTIVE UNLESS SPECIFICALLY SET
FORTH IN THE PET.
I. RATES
(A) TERMINATION Service
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JURISDICTION RATE PER MINUTE
--------------------------------------------------------------------------------
INTERSTATE
o Within the 48 contiguous United States $[****]
(excluding termination to SUPERSAVER
LATAs)
o Within the 48 contiguous United States $[****]
(termination to SUPERSAVER LATAs on
Schedule 1)
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INTERSTATE Extended
o 48 contiguous United States to Hawaii $[****]
o 48 contiguous United States to Alaska, $[****]
Puerto Rico and US Virgin Islands
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INTRASTATE+ SEE Schedule 2 (DEDICATED
ACCESS Service Rates)
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INTERNATIONAL+
o 48 contiguous United States to SEE Schedule 5++
International locations (excluding
Canada and Mexico)
o 48 contiguous United States to Canada SEE Schedule 3
o 48 contiguous United States to Mexico SEE Schedule 3
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+ NOT SUBJECT TO DISCOUNT.
++ Based on Customer's Minimum Revenue Commitment described in Section 4 of the
Amended PET rounded down to the nearest level.
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 1 of 6
CONFIDENTIAL
B. TOLL FREE ORIGINATION Service
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JURISDICTION RATE PER MINUTE
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INTERSTATE
o Within the 48 contiguous United States $[****]
(excluding termination to SUPERSAVER
LATAs)
o Within the 48 contiguous United States $[****]
(origination from SUPERSAVER LATAs on
Schedule 1)
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INTERSTATE Extended
o Hawaii to 48 contiguous United States $[****]
o Alaska to 48 contiguous United States $[****]
o Puerto Rico to 48 contiguous United $[****]
States
o US Virgin Islands to 48 contiguous $[****]
United States
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INTRASTATE+ SEE Schedule 2 (DEDICATED
ACCESS Service Rates)
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INTERNATIONAL+
o Canada to 48 contiguous United States SEE Schedule 3 (DEDICATED
ACCESS Service Rates)
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+ NOT SUBJECT TO DISCOUNT.
C. SWITCHED ACCESS Service
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JURISDICTION RATE PER MINUTE
--------------------------------------------------------------------------------
INTERSTATE (1+ and TOLL FREE)
o Within the 48 contiguous United States $[****]
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INTERSTATE (1+) Extended
o 48 contiguous United States to Hawaii $[****]
o 48 contiguous United States to Alaska, $[****]
Puerto Rico and US Virgin Islands
o Hawaii to 48 contiguous United States $[****]
o Hawaii to Alaska, Puerto Rico and US $[****]
Virgin Islands
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INTERSTATE (TOLL FREE) Extended+
o Hawaii to 48 contiguous United States $[****]
o Alaska to 48 contiguous United States $[****]
o Puerto Rico to 48 contiguous United $[****]
States
o US Virgin Islands to 48 contiguous $[****]
United States
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INTRASTATE (1+ and TOLL FREE)+ SEE Schedule 2
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 2 of 5
CONFIDENTIAL
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INTERNATIONAL+
o 48 contiguous United States to SEE Schedule 4++
International locations (excluding
Canada and Mexico)
o 48 contiguous United States to Canada SEE Schedule 3
o 48 contiguous United States to Mexico SEE Schedule 3
o Hawaii to certain international locations SEE Schedule 7
o Hawaii to Canada SEE Schedule 3
o Hawaii to Mexico SEE Schedule 3
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+ NOT SUBJECT TO DISCOUNT.
++ Based on Customer's Minimum Revenue Commitment described in Section 4 of the
Amended PET rounded down to the nearest level.
D. DEDICATED ACCESS Service
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JURISDICTION RATE PER MINUTE
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INTERSTATE (1+)
o Within the 48 contiguous United States $[****]
(excluding termination to SUPERSAVER
LATAs)
o Within the 48 contiguous United States $[****]
(termination to SUPERSAVER LATAs on
Schedule 1)
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INTERSTATE (TOLL FREE)
o Within the 48 contiguous United States $[****]
(excluding termination to SUPERSAVER
LATAs)
o Within the 48 contiguous United States $[****]
(termination to SUPERSAVER LATAs on
Schedule 1)
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INTERSTATE (1+) Extended
o 48 contiguous United States to Hawaii $[****]
o 48 contiguous United States to Alaska, $[****]
Puerto Rico and US Virgin Islands
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INTERSTATE (TOLL FREE) Extended+
o Hawaii to 48 contiguous United States $[****]
o Alaska to 48 contiguous United States $[****]
o Puerto Rico to 48 contiguous United $[****]
States
o US Virgin Islands to 48 contiguous $[****]
United States
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INTRASTATE (1+ and TOLL FREE)+ SEE Schedule 2
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INTERNATIONAL+
o 48 contiguous United States to SEE Schedule 5++
International locations (excluding
Canada and Mexico)
o 48 contiguous United States to Canada SEE Schedule 3
o 48 contiguous United States to Mexico SEE Schedule 3
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+ NOT SUBJECT TO DISCOUNT.
++ Based on Customer's Minimum Revenue Commitment described in Section 4 of the
Amended PET rounded down to the nearest level.
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 3 of 5
CONFIDENTIAL
E. TRAVEL CARD Service
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JURISDICTION RATE PER MINUTE
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BASIC INTERSTATE
o Within the 48 contiguous United States $[****]
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BASIC INTERSTATE Extended
o 48 contiguous United States to Alaska, $[****]
Hawaii, Puerto Rico and US Virgin Islands
o Hawaii to 48 contiguous United States $[****]
o Alaska to 48 contiguous United States $[****]
o Puerto Rico to 48 contiguous United $[****]
States
o US Virgin Islands to 48 contiguous $[****]
United States
--------------------------------------------------------------------------------
BASIC INTRASTATE+ SEE Schedule 2 (SWITCHED
ACCESS Service Rates)
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BASIC INTERNATIONAL+
o 48 contiguous United States to SEE Schedule 4++ (SWITCHED
International locations (excluding ACCESS Service Rates)
Canada and Mexico)
o 48 contiguous United States to Canada $[****]
o 48 contiguous United States to Mexico SEE Schedule 3 (SWITCHED
ACCESS Service Rates)
o Canada to 48 contiguous United States $[****]
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ENHANCED SEE Schedule 6
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+ NOT SUBJECT TO DISCOUNT.
++ Based on Customer's Minimum Revenue Commitment described in Section 4 of the
Amended PET rounded down to the nearest level.
F. Directory Assistance
(i) Interstate Rate Per Call [NOT SUBJECT TO DISCOUNT]: $[****].
(ii) Intrastate Rate Per Call [NOT SUBJECT TO DISCOUNT]: $[****].
II. DISCOUNTS
(A) For purposes of this Agreement, Customer's "Monthly Revenue" will be
comprised of (i) Customer's gross measured and per call Switched Service
charges (i.e., Directory Assistance and both Domestic and International)
which shall include Customer's measured usage charges for International
Toll Free Service (ITFS) and Universal International Free Phone Number
Service (UIFN) from WorldCom (ii) the PICC Charge described in Section 16
of the Service Schedule (if billed directly to WorldCom by the LEC) (iii)
three (3) times Customer's first $[****] recurring monthly Private Line
Interexchange Service charges (i.e., both Domestic and International) from
WorldCom, two (2) times Customer's second $[****] recurring monthly
Private Line
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 3 of 5
CONFIDENTIAL
Interexchange Service charges (i.e., both Domestic and International) from
WorldCom, and Customer's recurring monthly Private Line Interexchange Service
charges (i.e., both Domestic and International) from WorldCom in excess of
$[****] and (iv) Monthly Port Charges, Monthly CIR Charges and Monthly NNI
Charges, if any, as are specifically described in an agreement for Frame Relay
Services between WorldCom and Customer. Customer's Monthly Revenue will not
include any pro rata charges, access charges, ancillary or special feature
charges, such as, Authorization codes or CDR Tapes, or any other charges other
than those identified by the relevant WorldCom 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 (including any applicable extensions thereto), Customer's
discount percentage (the "Discount") will be determined under this
Subsection (B) taking into account any increase as described in Subsection
(C) below. Throughout the Service Term, Customer will automatically
receive the next higher (or lower) Discount when Customer's eligible
Monthly Revenue reaches the next level (or falls below a level which in no
event shall be less than Customer's Minimum Revenue Commitment, if any,
described in the PET). Customer will receive the percentage shown in the
Discount Schedule associated with Customer's Minimum Revenue Commitment
commencing with the Effective Date regardless of Customer's actual Monthly
Revenue.
Monthly Revenue Discount
$[****] [****]%
$[****] [****]
$[****] [****]%
III. APPLICATION OF DISCOUNTS
(A) After determining Customer's applicable Discount percentage under Article
II above, the applicable percentage will be applied to Monthly Revenues
comprised of Customer's Interstate (including Alaska, Hawaii, the United
States Virgin Islands and Puerto Rico unless otherwise noted herein)
measured usage charges (which includes 1+ and Toll Free usage unless
otherwise noted herein).
(B) During the Service Term, accumulated credits derived from the applicable
Discount 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 Customer's measured usage charges 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.
(C) Each Discount will result in the application of a credit obtained during
the Discount Period to the WorldCom invoice to Customer relevant to the
billed measured Switched Service for the
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
Page 4 of 5
CONFIDENTIAL
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 TSA. Failure of Customer to comply with the foregoing
provision shall entitle WorldCom to withhold any credit due Customer for the
Discount Period in question until such charges (including late fees) have been
paid in full.
IN WITNESS WHEREOF, Customer has initialed this CLASSIC SWITCHED SERVICES
Rate and Discount Schedule on the date first written above.
FAXSAV, INC.
Customer's Initials /s/ PSM
ATTACHMENTS:
Schedule 1 SUPERSAVER LATAs
Schedule 2 Intrastate Rates
Schedule 3 Canada and Mexico Rates; Canada and Mexico Rates from Hawaii
Schedule 4 SWITCHED ACCESS Service International Rates
Schedule 5 DEDICATED ACCESS Service international Rates
Schedule 6 ENHANCED TRAVEL CARD Service Rates
Schedule 7 Switched International Rates 1+ from Hawaii
Page 5 of 5
CONFIDENTIAL
--------------------------------------------------------------------------------
SCHEDULE 1
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 2
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
SCHEDULE 3
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 4
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 4
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 4
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 4
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 4
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 4
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 4
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 5
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 5
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 5
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 5
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 5
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 5
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 5
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 6
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 6
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 7
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 7
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SCHEDULE 7
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 7
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 7
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 7
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
--------------------------------------------------------------------------------
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SCHEDULE 7
[****]
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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