Exhibit 10.12.2
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[***]") OR OTHERWISE INDICATED
HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
Agreement No. ITC2000NPPA
Data and Internet Product Attachment
Exhibit K, Schedule D
Page 1 of 2
SCHEDULE D
DATA AND INTERNET PRODUCTS
ETHERNET PORT COMMITMENT AND SERVICES PAYMENT PROGRAM
1.0 Description- As part of the Commitment Amount, IFN's e/\deltacom division
commits to purchase [***]([***]) Ethernet ports listed in Schedule A, Part
[***] of Exhibit K ("[***] Commitment") during the Commitment Period;
provided, however, if e/\deltacom fails to achieve the Ethernet port
Commitment, Buyer shall have no further obligation or liability with
respect to the Ethernet Port Commitment except as provided in Section 3.6
of this Schedule and as Buyer may otherwise be obligated under the General
Terms and Conditions for failure to achieve the Commitment Amount.
2.0 Ethernet port Pricing- The pricing for the [***] Ethernet ports is
specified in Schedule A, Part [***] of Exhibit K of the Agreement and
subject to the discount schedule in Exhibit G-1. However, for the first
[***]([***]) ports ordered, such [***] Ethernet ports will be discounted at
[***] percent ([***]%) from List Price provided in Schedule A, Part [***]
of Exhibit K.
3.0 Services Payment Program
3.1 In consideration of the above Ethernet port Commitment, Nortel Networks
shall offer e/\deltacom the option to purchase Services on a pay as you
order ports program, ("Services Payment Program") up to [***] dollars
($[***]) in Services. e/\deltacom shall not be required to purchase any
amount of Services, but to the extent it does purchase Services, amounts
due and owing for such Services may be paid pursuant to the Services
Payment Program.
3.2 The Services and applicable prices provided under this Services Payment
Program shall be set forth in one or more Statements of Work ("SOW")
attached to Exhibit P and performed on a mutually agreed to schedule as
provided in the SOW. Prior to becoming a part of and attached to this
Agreement, each SOW shall be agreed upon and signed by e/\deltacom and
Nortel Networks.
3.3 If e/\deltacom elects to purchase Services under this Services Payment
Program, e/\deltacom will accept such SOW and issue Orders for the Services
under Exhibit P referencing this Services Payment Program, Schedule D.
3.4 A portion of the amount due and owing by e/\deltacom with respect to
the Services at the time one or more ports are Ordered, shall be invoiced
concurrently along with the invoice for the Ethernet ports. Initially, for
each Ethernet port ordered Nortel Networks shall invoice in the amount of
[***] dollars ($[***]) to recover the cost for the Services purchased under
the Services Payment Program until the Services are paid in full under this
Services Payment Program. Issuance and payment of
CONFIDENTIAL AND PROPRIETARY INFORMATION
***CONFIDENTIAL TREATMENT REQUESTED***
Agreement No. ITC2000NPPA
Data and Internet Product Attachment
Exhibit K, Schedule D
Page 2 of 2
invoices for the [***]and Services Payment Program will be pursuant to
Article 6, Terms of Payment, of the General Terms & Conditions.
3.5 Product Credits may not be used for the payment under this Services
Payment Program for the Ethernet ports or Services.
3.6 If the Agreement terminates pursuant to its terms or expires, and
e/\deltacom has ordered Services under the Services Payment Program, Nortel
Networks shall immediately invoice e/\deltacom for any remaining unpaid
Services and such invoice shall be paid pursuant to Article 6, Terms of
Payment, of the General Terms & Conditions.
3.7 In the event e/\deltacom notifies Nortel Networks in writing that
e.deltacom does not desire to purchase any further Services under the
Services Payment Program, then any Services ordered after such notice shall
be invoiced and paid pursuant to Article 6 of the General Terms &
Conditions. Should e/\deltacom purchase Services in excess of the Services
Payment Program, then payment for such additional Services shall be made
pursuant to Article 6, Terms of Payment, of the General Terms and
Conditions.
4.0 Service Billing Audit - Nortel Networks and e/\deltacom shall conduct a
quarterly review of the Services Ordered under the Services Payment Program
to determine if a change in the Services Payment Program charge on an
invoice as referenced in 3.4 above is needed. Such audits shall be
conducted at a mutually agreed upon time.
NORTEL NETWORKS INC. INTERSTATE FIBERNET, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxx
--------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxx
------------------------------- -------------------------------
Title: RVP S.E. Region Title: VP Engineering and Planning
------------------------------ ------------------------------
Date: 3/30/01 Date: 3/27/01
------------------------------ ------------------------------
ITC/\DELTACOM COMMUNICATIONS INC.
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
-------------------------------
Title: VP Engineering and Planning
------------------------------
Date: 3/27/01
-------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION
***CONFIDENTIAL TREATMENT REQUESTED***
