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EXHIBIT 10.3
RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint"), and NETWORK PLUS, INC. ("Customer").
Sprint and Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties agree as
follows:
1. DEFINITIONS. Capitalized terms appearing in bold print are defined in
EXHIBIT 1.
2. CONFIDENTIALITY. During the TERM and thereafter, neither Party shall
disclose any terms of this Agreement, including pricing, or PROPRIETARY
INFORMATION of the other Party. PROPRIETARY INFORMATION shall remain the
property of the disclosing Party. A Party receiving PROPRIETARY INFORMATION
shall: (i) use or reproduce such information only when and to the extent
necessary to perform this Agreement; (ii) provide at least the same care to
avoid disclosure or unauthorized use of such information as it provides to
protect its own PROPRIETARY INFORMATION; (iii) limit access to such information
to its employees or agents who need such information to perform this Agreement;
and (iv) return or destroy all such information, including copies, after the
need for it has expired, upon request of the disclosing Party, or upon
termination of this Agreement. Notwithstanding anything to the contrary
contained herein, (i) either Party may disclose the terms of this Agreement,
including the exhibits and attachments hereto, and PROPRIETARY INFORMATION of
the other party to the extent such disclosure is required by law and (ii) either
Party may file this Agreement, including the exhibits and attachments hereto,
with the U.S. Securities and Exchange Commission ("SEC") pursuant to the rules
and regulations thereof; provided that, in either event, the disclosing Party
shall provide advance notice to the other Party of such proposed disclosure, and
provided further that, in the case of (ii) above, the disclosing Party shall
file a Confidential Treatment Request ("CTR") pursuant to the Freedom of
Information Act seeking to redact from the publicly available copy of this
Agreement such terms as are reasonably requested to be redacted by the other
Party (it being understood that such CTR may be denied in whole or in part and
that notwithstanding any such rejection the disclosing Party shall be permitted
to file the Agreement with the SEC).
Because of the unique nature of PROPRIETARY INFORMATION, a breach of this
paragraph may cause irreparable harm for which monetary damages may be
inadequate compensation. Accordingly, in addition to other available remedies, a
Party may seek injunctive relief to enforce this paragraph.
3. TERM. The TERM will commence as of February 1, 1998. The TERM will
continue after commencement for the period specified in ATTACHMENT A.
4. TERMINATION FOR CAUSE.
4.1. A Party may terminate this Agreement upon the other Party's failure to
cure any of the following within 30 days following written notice thereof: (a)
the (i) insolvency, corporate reorganization, arrangement with creditors,
receivership or dissolution of the other Party; or (ii) institution of
bankruptcy proceedings by or against the other Party; (b) assignment or
attempted assignment of the Agreement or any interest therein, except as
permitted by Paragraph 24 hereof; (c) change in majority ownership of a Party
without the other Party's prior written consent, which consent shall not be
unreasonably withheld; (d) a final order by a government entity with appropriate
jurisdiction that a SERVICE or the relationship hereunder is contrary to law or
regulation; or (e) material breach of any other provision of this Agreement not
otherwise referred to in Paragraph 4.
4.2. If Customer fails to cure a breach as provided in Paragraph 8 or if
Customer breaches a provision of Paragraph 17 or 18, Sprint may, at its option
and in addition to other remedies available in law or equity, take one or more
of the following steps: (i) refuse to accept additional orders for SERVICE; (ii)
refuse to install new SERVICE types or SERVICE locations; (iii) disconnect or
block ANIs, circuits, or other SERVICE ELEMENTS; (iv) discontinue PROMOTIONAL
DISCOUNTS and or international discount rates for SERVICES provided until such
time as Customer is in full compliance with Paragraphs 8, 17 and 18 of this
Agreement; and/or (v) terminate this Agreement.
4.3. Upon termination of this Agreement a Party may recover from the other
all sums it is owed at the time of termination.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE.
5.1. Customer may terminate this Agreement at any time without cause upon 90
days prior written notice to Sprint and payment to Sprint of the EARLY
TERMINATION CHARGE described in Subparagraph 5.2. SERVICE will be discontinued
the first business day of the fourth month after such notice of termination.
5.2. RESALE SOLUTION BASE RATES and PROMOTIONAL DISCOUNTS are based on
Customer's agreement to purchase SERVICE for the entire TERM. It is difficult if
not impossible to calculate Sprint's loss if Customer terminates the Agreement
pursuant to Subparagraph 5.1 or breaches the Agreement prior to the end of the
TERM. Therefore, to compensate Sprint for such loss, and not as a penalty,
Customer shall pay Sprint an EARLY TERMINATION CHARGE in the event of such
termination or breach. The EARLY TERMINATION CHARGE shall equal $[**] for
each month remaining in the TERM when SERVICE is discontinued pursuant to
Subparagraph 5.1 or terminated due to Customer's breach. The EARLY TERMINATION
CHARGE shall be paid within 30 days after the notice provided pursuant to
Subparagraph 5.1.
6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT.
6.1. Interstate and international SERVICE shall be provided pursuant to
TARIFF as supplemented by this Agreement. In the event of a conflict between
this Agreement and any TARIFF, the TARIFF shall control.
6.2. Intrastate SERVICE is provided pursuant to TARIFF in every respect.
PROMOTIONAL DISCOUNTS will not apply to intrastate SERVICE. An INTERSTATE
ADJUSTMENT may be applied based on intrastate usage as provided in ATTACHMENT D.
The INTERSTATE ADJUSTMENT shall be based on intrastate usage at the PRODUCT
HIERARCHY LEVEL and will equal the difference between (a) such usage priced at
TARIFF less TARIFF discounts and (b) such usage priced at the INTERSTATE
ADJUSTMENT RATE in ATTACHMENT D less DISCOUNT ONE discounts. The INTERSTATE
ADJUSTMENT for a given month shall not exceed interstate billing for such month.
6.3. Customer shall pay all applicable TARIFF charges including, but not
limited to, fixed charges, feature charges, enhanced Toll Free charges, access
facility charges, and installation and other non-recurring charges.
Additionally, Customer will pay, in accordance with applicable Tariffs, any
taxes, levies, surcharges, or other costs that Sprint is obligated to pay to any
governmental entity or other third party, provided that (i) such obligation is
imposed by valid and lawful legislation or regulation, and (ii) such obligation
arises out of the use of Sprint's services.
6.4. Sprint may modify or withdraw TARIFFS from time to time, which may
include discontinuation of any SERVICE without Sprint's liability. In the event
that a SERVICE is discontinued and such discontinuation materially and adversely
affects Customer's ability to do business as anticipated in this Agreement, then
Customer may terminate this Agreement upon thirty (30) days written notice to
Sprint without liability for the EARLY TERMINATION CHARGE, but must repay to
Sprint a prorata portion of any credits issued under this Agreement, based on
the number of months remaining in the TERM.
6.5. In the event Sprint withdraws its filed TARIFFS the TARIFF terms and
conditions in effect on the date of such withdrawal will continue to apply to
this Agreement. After withdrawal of the applicable TARIFFS, the terms of this
Agreement will control over any inconsistent provision in the former TARIFFS,
subject to standard contract interpretation rules. TARIFFS not withdrawn shall
continue to have the same force and effect.
7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of
SERVICE may be construed to constitute or create an association, joint venture,
partnership or other form of legal entity or business enterprise between
Customer and Sprint, its agents, employees and/or affiliates. Customer is the
service provider with respect to END USERS. Sprint is merely a supplier to
Customer with no relationship to END USERS.
8. USE OF NAME AND MARKS.
8.1 This Agreement confers no right to use the name, service marks,
trademarks, copyrights, patents or CIC of either Party except as expressly
provided herein. Neither Party shall take any action which would compromise the
registered copyrights
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or service marks of the other. Sprint's and Customer's name is proprietary and
nothing herein constitutes a general license authorizing its use. Customer may
not: (a) promote or advertise Sprint's name or capabilities to END USERS or
prospective END USERS; (b) attempt to sell its service using Sprint's name; or
(c) represent to END USERS or prospective END USERS that they would be Sprint
customers or that they may obtain Sprint service from Customer.
8.2 A Party shall provide the other Party written notice of a breach of
this paragraph 8. Each Party shall use its best efforts to immediately cure such
breach, advising the other Party of such corrective action. If, in the Party's
opinion, the other Party fails to effect a cure within 15 days of written
notice, then the Party may, at its option, terminate the Agreement pursuant to
Subparagraph 4.2.
8.3 Sprint's provision of Resale Connect One Plus SERVICE may result in END
USERS being notified by their LEC that Sprint is their designated PIC.
Therefore, to avoid confusion and potential "slamming" complaints, Sprint hereby
authorizes Customer to use Sprint's name under the following conditions to
provide END USERS from whom Customer has obtained a PIC AUTHORIZATION with a
fulfillment piece containing the following Notice (the "Notice"):
We want to affirm how __ will provide your long distance service.
Although __ will provide your invoice and customer service, we use
major national carriers to actually carry your long distance calls.
After subscribing to our service, you may receive a notice from your
local phone company which says that your long distance "Carrier of
Choice" is Sprint. ___ has selected Sprint as the long distance network
provider it will use to handle your calls. That selection was based on
your quality and price requirements. If you have any questions about
your order, please call our toll free customer service number,
1-___-___-____.
8.4 If Customer subscribes to Resale Connect One Plus, calls placed by END
USERS to the Sprint access number will be answered "Sprint operator." This may
cause confusion if the END USER does not know its calls are being carried on the
Sprint network. Therefore, to avoid such confusion, Sprint hereby authorizes
Customer to provide END USERS who use Sprint Express with a fulfillment piece
containing the following notice (the "Sprint Express Notice"): "International
call origination may be provided by a Sprint operator." Sprint may withdraw
consent to use the Sprint Express Notice upon 10 days written notice.
9. SERVICE. SERVICES provided hereunder are described in EXHIBIT 2.
10. LEGAL COMPLIANCE; REMEDIES FOR NON-COMPLIANCE.
10.1. Customer represents and warrants that (a) it has obtained all licenses
and regulatory approvals and that it has the legal authority necessary to
operate as contemplated herein and (b) it will not submit an END USER ANI for
activation without obtaining and maintaining a proper PIC AUTHORIZATION.
10.2. If Customer materially breaches this paragraph, Sprint may (a)
terminate this Agreement pursuant to Subparagraph 4.1(e), (b) reject END USER
ANIs submitted by Customer for placement under its account, and/or (c)
discontinue PROMOTIONAL DISCOUNTS. If Sprint elects option (b) or (c), it will
resume accepting ANIs and/or reinstate PROMOTIONAL DISCOUNTS only after Customer
produces evidence satisfactory to Sprint that it has cured its breach.
10.3. Sprint represents and warrants that it has obtained all licenses and
regulatory approvals and that it has the legal authority necessary to operate as
contemplated herein. If Sprint materially breaches this subparagraph, Customer
may terminate this Agreement pursuant to subparagraph 4.1(e) and shall not be
required to repay to Sprint any credits issued under this Agreement or the EARLY
TERMINATION CHARGE.
11. CUSTOMER RESPONSIBILITIES.
11.1. Customer shall not be relieved of any obligation hereunder by virtue of
the fact that SERVICE is ultimately used by END USERS.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
11.2. Customer shall produce for Sprint's inspection, at Customer's expense,
any PIC AUTHORIZATION within 48 hours after Sprint's oral or written request, or
within any shorter period required by a LEC or regulatory agency. If Customer
fails to comply with this subparagraph then Sprint may for as long as such
non-compliance occurs and upon written notice (a) discontinue PROMOTIONAL
DISCOUNTS and/or (b) refuse to activate additional ANIs under Customer's
account.
11.3. Customer shall reimburse Sprint for any charge assessed by a LEC for
processing a PIC changes due to a Customer initiated dispute.
11.4. Customer shall be solely responsible for END USER solicitation, service
requests, creditworthiness, customer service, billing and collection. Customer
remains responsible for compliance with this Agreement, including, but not
limited to, payment responsibilities, without regard to Customer's ability to
charge for SERVICES used by END USERS or to collect payment from END USERS.
11.5. Customer shall be financially liable for usage generated by each END
USER ANI activated by Sprint until such ANI is presubscribed to another IXC or
until such time as Customer requested Sprint to block such ANI. Sprint will
implement any Customer requested blocks within normal customary timeframes.
Customer may request Sprint to block NETWORK EXTENSION SERVICE to an ANI upon
the END USER'S failure to pay Customer, subject to Customer's prior
certification to Sprint that it has given the END USER any notice required by
law. Customer shall reimburse Sprint for expenses incurred to block an ANI.
11.6. Customer shall be solely liable for amounts it cannot collect from END
USERS, including all fraudulent charges, and for billing adjustments it grants
END USERS, including adjustments for fraudulent charges, directory assistance or
any other form of credit; except for amounts invoiced after normal customary
timeframes after Customer has requested that Sprint block an ANI, a toll free
number, a calling card or an auth code.
11.7 Customer shall comply with Sprint's network interface procedures when
it orders its own access facilities.
11.8 The minimum installation and disconnect intervals for switched SERVICE
ELEMENTS is 15 calendar days and for dedicated SERVICE ELEMENTS is 35 calendar
days.
12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide
switched SERVICE within [**] days, and dedicated SERVICE within [**] days,
following Customer's order, or the requested delivery date, whichever is later.
These installation objectives will be extended by the time it takes to address
activation errors or obtain from Customer a complete and accurate order or PIC
AUTHORIZATION. Customer shall reimburse Sprint for LEC imposed fees resulting
from a request to expedite SERVICE.
13. PRICING; FORWARD PRICING; GENERAL CONDITIONS.
13.1. PRICING. RESALE SOLUTION BASE RATES and PROMOTIONAL DISCOUNTS are
contained in the ATTACHMENTS hereto.
13.2. PRICES IN LIEU OF OTHER DISCOUNTS. RESALE SOLUTION BASE RATES and
PROMOTIONAL DISCOUNTS are extended in lieu of any other TARIFF or contractual
discount, special pricing, or discount term plan. Discounts upon discounts are
only permitted if expressly provided for herein.
13.3. PRICES CONTINGENT ON PERFORMANCE. RESALE SOLUTION BASE RATES and
PROMOTIONAL DISCOUNTS are contingent on Customer's full performance of all terms
of the Agreement. If Customer fails to pay the undisputed portion of an invoice
pursuant to Paragraph 17, Sprint may, at its option and in addition to other
remedies available in law or equity, take one or more of the following steps:
(i) refuse to accept additional orders for SERVICE; (ii) refuse to install new
SERVICE types or SERVICE locations; (iii) disconnect or block ANIs, circuits, or
other SERVICE ELEMENTS for which full payment has not been made; and/or (iv)
discontinue PROMOTIONAL DISCOUNTS for SERVICES provided until such time as
Customer is in full compliance with Paragraph 17 of this Agreement.
13.4. PER MINUTE CHARGES. RESALE SOLUTION BASE RATES are invoiced based on
PER MINUTE CHARGES utilizing the RATE PERIODS and BILLING INCREMENTS in
ATTACHMENT B.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
13.5. NON-▇▇▇▇ SWITCHED ORIGINATION, TERMINATION AND TOLL FREE ORIGINATION
CHARGES. Customer shall pay the charges specified in ATTACHMENT B for each
originating minute and each terminating minute of an interstate call that
originates and/or terminates in a NON-▇▇▇▇ SERVICE AREA.
13.6. SWITCHED ORIGINATION AND TERMINATION CHARGES. Customer shall pay the
charges specified in ATTACHMENT B for each originating minute and each
terminating minute of an interstate call.
13.7. PROMOTIONAL PRICING LEVELS. Customer will receive DISCOUNT ONE and
DISCOUNT TWO discounts applied only to RATE ELEMENTS as provided in ATTACHMENTS
C and D.
13.8. FORWARD PRICING. As a transition to the pricing hereunder, DISCOUNT TWO
discounts may be based for a period of time on the greater of Customer's actual
DISCOUNT TWO MONTHLY VOLUME OF SERVICE or a specified FORWARD PRICING VOLUME OF
SERVICE. The FORWARD PRICING VOLUME OF SERVICE and the period during which it
may be applied are specified in ATTACHMENT A.
14. SURCHARGES.
14.1. MINIMUM COMMITMENT SURCHARGE. For any period during which Customer
fails to meet the MINIMUM COMMITMENT stated on ATTACHMENT A, Customer shall pay
a surcharge for SERVICE provided during such period equal to [**]% of the
difference between the MINIMUM COMMITMENT for such period and Customer's actual
NET USAGE during such period. Customer's satisfaction of the MINIMUM COMMITMENT
shall not relieve Customer of any credit or security obligations set forth in
this Agreement.
14.2. LEC CAP SURCHARGE. Any month Customer exceeds the MAXIMUM NON-▇▇▇▇
TRAFFIC PERCENTAGE specified in ATTACHMENT B for any SERVICE type, Customer
shall pay Sprint the per minute surcharge for such SERVICE specified in
ATTACHMENT B for each minute above the MAXIMUM NON-▇▇▇▇ TRAFFIC PERCENTAGE that
originates from or terminates to a NON-▇▇▇▇ SERVICE AREA. MAXIMUM NON-▇▇▇▇
TRAFFIC PERCENTAGES will be calculated independently for originating and
terminating minutes at each PRODUCT HIERARCHY LEVEL.
14.3. MINIMUM AVERAGE TIME REQUIREMENT SURCHARGE. Any month Customer fails to
equal or exceed the MINIMUM AVERAGE TIME REQUIREMENT specified in ATTACHMENT B
for SERVICES specified in ATTACHMENT B, then Customer shall pay Sprint a per
minute surcharge on such usage equal to (a) the per minute surcharge specified
in ATTACHMENT B multiplied by (b) the difference between (i) the number of
minutes the SERVICE was used and (ii) the number of calls using the SERVICE
multiplied by the MINIMUM AVERAGE TIME REQUIREMENT. This surcharge shall be
calculated at each PRODUCT HIERARCHY LEVEL.
14.4. NONCOMPLETE CALL SURCHARGE. Any month Customer exceeds the MAXIMUM
NONCOMPLETE TOLL FREE CALL PERCENTAGE for interstate Resale Direct Toll Free,
Resale Direct Toll Free Extension, and/or interstate Resale Connect Toll Free
traffic as stated on ATTACHMENT B, Customer shall pay Sprint a surcharge equal
to the amount stated in ATTACHMENT B for each NONCOMPLETE TOLL FREE CALL in
excess of the MAXIMUM NONCOMPLETE TOLL FREE CALL PERCENTAGE. This surcharge
shall be calculated at each PRODUCT HIERARCHY LEVEL.
14.5. MINIMUM PORT USAGE SURCHARGE. Any month Customer fails to equal or
exceed the MINIMUM PORT USAGE per ACTIVE RESALE DIRECT PORT (calculated as
Customer's actual NET USAGE for Resale Direct SERVICE divided by Customer's
total number of ACTIVE RESALE DIRECT PORTS at each PRODUCT HIERARCHY LEVEL) as
stated on ATTACHMENT A, Customer shall pay Sprint a surcharge on its Resale
Direct SERVICE usage equal to the difference between (a) Customer's actual NET
USAGE for Resale Direct SERVICE and (b) the MINIMUM PORT USAGE multiplied by the
total number of ACTIVE RESALE DIRECT PORTS.
15. SERVICE CHARGES.
For each END USER ANI or Toll Free number Customer submits for activation that
requires Sprint to disconnect or transfer such ANI or Toll Free number from
Sprint's data base before placing it within Customer's CTIS hierarchy, Customer
will pay to Sprint a service charge of $[**]. Notwithstanding the foregoing,
the service charge described in this paragraph 15 will be waived if such ANIs,
or Toll Free numbers do not exceed 15% of the total ANIs or Toll Free numbers
submitted by Customer during the immediately preceding ninety (90) days.
16. SPECIAL RATE ADJUSTMENTS.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
16.1. Sprint may, after 15 days notice to Customer, adjust the price of
SERVICE provided hereunder to reflect changes in international cost of service
or currency exchange rates.
16.2. Sprint will review every January and July and adjust, up or down, the
price of Interstate Adjustment (Intrastate) Services in ATTACHMENT D. This
review will be based upon Sprint's most recent data obtained from the LEC's. The
adjustment will reflect changes in Sprint's Intrastate LEC charges plus
miscellaneous charges including but not limited to local transport fees and a
percentage charge for incomplete calls. Both Sprint and Network Plus agree to
review in good faith these adjustments prior to the six month review period, if
during the six month period, one of the RBOCs undergoes a significant
restructuring of access.
16.3 Sprint agrees that it is vital to Customer to obtain prices under this
Agreement that are generally comparable to the prices Sprint charges similarly
situated customers for COMPARABLE SERVICES. Sprint will reasonably monitor
periodically compare pricing under this Agreement to prices for COMPARABLE
SERVICES charged similarly situated Wholesale Services Group customers,
excluding RBOCS, who purchase service under the same ACCOMPANYING CONDITIONS, to
determine whether it believes a price adjustment is appropriate. In the event
any such customer receives pricing that is more favorable than the pricing under
this Agreement, Sprint shall promptly provide notice to Customer that the
pricing under this Agreement is immediately reduced to a level at least as
favorable to Customer as such other more favorable pricing, such adjustment to
be retroactive to the date on which such other customer first received such more
favorable pricing.
16.4. Customer agrees, both as to international traffic carried on the Sprint
network and as to international traffic acquired or developed by Customer after
the effective date of this Agreement, that Sprint will be given the opportunity
to match any bona fide competitive price for all or some of Customer's
international traffic before Customer accepts such bona fide competitive price,
Sprint will modify the Agreement rates for the affected traffic within 30 days
of notice of its decision to match. Should Sprint decide not to match bona fide
competitive price or should Sprint fail to notify Customer of any decision
within 48 business hours after Customer discloses the bona fide competitive
price to Sprint, then Customer may move the affected traffic from the Sprint
network. The foregoing paragraph not withstanding Sprint understands and agrees
that unless Sprint can match the effective timing of such bona fide competitive
price, Customer has no obligation to provide such traffic to Sprint and is free
to move such international traffic.
17. PAYMENT FOR SERVICE.
17.1. PAYMENT OBLIGATION. Customer shall pay Sprint for SERVICE pursuant to
the terms of this Agreement and applicable TARIFFS.
17.2. CALL DETAIL. Sprint will provide Customer with a Carrier Transport Call
Detail Record file containing Customer's SERVICE usage. Sprint may, at its
option and without liability to Customer, modify the format of the Carrier
Transport Call Detail Record file upon sixty (60) days written notice to
Customer.
17.3. PAYMENT PROCEDURE. Sprint will invoice Customer monthly for SERVICES
provided hereunder. All amounts stated on each monthly invoice will be due and
payable upon receipt. All undisputed charges for SERVICES provided that remain
unpaid by Customer for a period of forty-five (45) days or more after the date
of the invoice will be subject to interest beginning the 46th day from the date
of the invoice at a rate equal to the lesser of 18% per annum or the maximum
rate allowable by applicable law. Notwithstanding anything in this paragraph to
the contrary, payment of any invoice issued for a usage month during which
Customer achieves the Average Minimum Growth defined below shall be due within
60 days following Customer's receipt of the invoice. Average Minimum Growth
means an average increase of at least $[**] in monthly Net Usage from one
usage month to the next when averaged over a three-month period consisting of
the usage month plus the two (2) months immediately preceding the usage month.
The price of SERVICE is exclusive of applicable taxes. RESALE SOLUTION BASE
RATES and PROMOTIONAL DISCOUNTS are contingent on Customer providing Sprint with
certificates from appropriate taxing authorities exempting Customer from taxes
that would otherwise be invoiced hereunder.
17.4. BILLING DISPUTES. In the event Customer, in good faith, disputes
Sprint's computation of amounts due and owing within all applicable legal
periods of
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limitation, Customer may withhold payment of the disputed amount. Customer must
pay all charges which are not in dispute in accordance with the payment terms
set forth in this Section. An amount will not be considered "in dispute" until
Customer has provided Sprint with written documentation explaining the disputed
amount and describing the factual and legal basis of the dispute. Customer and
Sprint shall cooperate to resolve any dispute expeditiously. All disputed
amounts are due and payable immediately upon Sprint's written denial of the
dispute. If the parties fail to resolve the dispute within 180 days, the dispute
shall be submitted to arbitration pursuant to Paragraph 22 below.
18. PAYMENT SECURITY. Provision of SERVICE is contingent on credit approval
by Sprint. Upon reasonable request by Sprint, and only upon execution of a
confidentiality statement reasonably acceptable to both parties, Customer shall
provide Sprint with financial statements or other indications of Customer's
financial and business circumstances. If Customer's financial or business
circumstances or payment history is or, during the TERM, becomes reasonably
unacceptable to Sprint, then Sprint may require a deposit, irrevocable letter of
credit or other form of security acceptable to Sprint. Customer's failure to
provide such security within 20 days following Sprint's reasonable request shall
constitute a default under Subparagraph 4.2.
19. PROPERTY AND PERSONAL INJURY INDEMNIFICATION. Each Party agrees to
indemnify, hold harmless, and defend the other Party, its directors, officers,
employees, agents and their successors and assigns from and against any and all
claims, demands, causes of action, losses, damages, expenses or liabilities,
including costs and reasonable attorney's fees, arising out of claims made by
third parties for personal injury (or death) or loss or damage to personal
property, arising out of or related to the negligent or willful misconduct,
errors or omissions, of the indemnifying Party or its subcontractors, directors,
officers, employees, agents or representatives. Claims made by employees of a
Party which are covered under applicable workers' compensation laws are not
indemnified hereunder.
20. PROPRIETARY RIGHTS INDEMNITY. If Customer is made the subject of any
claim or lawsuit by reason of its use of the SERVICES provided hereunder based
on the allegation that the SERVICE as provided by Sprint constitutes an
infringement of any third party patent, copyright or trade secret, enforceable
in countries ratifying the Berne Convention, Customer will promptly notify
Sprint thereof in writing. Sprint will defend and indemnify Customer against all
such claims, demands, and causes of action based on the actual or alleged
infringement of any such third party right. The indemnities set forth in this
Section will include, without limitation, all penalties, awards and judgments,
all court and arbitration costs, attorney's fees and other out-of-pocket costs
reasonably incurred in connection with such claims, demands and causes of
action. Sprint will have sole discretion to settle or compromise such claim or
lawsuit without the written consent of Customer provided that such settlement or
compromise does not require Customer to make any payment not indemnified. Sprint
will have the sole right to retain and select counsel to represent its interests
in defending any such claim or litigation as part of its indemnification
obligation hereunder. Sprint will not reimburse Customer for its attorneys' fees
and costs in connection with Customer's separate retention of counsel, unless
Sprint will have wrongly failed to defend and indemnify Customer.
If any action results in a final injunction against Customer with respect to the
SERVICES provided pursuant to this Agreement, Sprint agrees that it will at its
option and its sole expense, either (1) procure for Customer the right to
continue using the infringing SERVICES or (2) replace or modify the same so that
it becomes non-infringing or (3) substitute for the SERVICES non-infringing
replacement SERVICES having a capability equivalent to the SERVICES provided
herein with no adverse economic impact to Customer. If none of the foregoing
alternatives is reasonably available to Sprint, then Customer will have the
right to terminate the affected portions of this Agreement. Sprint will have no
liability under this indemnity provision to the extent the claim is based on a
use, a modification, or a combination of Sprint SERVICES with products, goods or
services not directly provided by Sprint.
21. LIMITATION OF LIABILITY.
21.1 SPRINT'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT IN NO EVENT WILL EXCEED AN AMOUNT EQUAL TO
THE NET USAGE CHARGES PAID TO SPRINT BY CUSTOMER DURING THE THREE (3) MONTHS
IMMEDIATELY
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PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE. SPRINT WILL NOT BE LIABLE
FOR ANY UNAVOIDABLE DAMAGE TO CUSTOMER'S PREMISES.
21.2 IN NO EVENT WILL SPRINT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT.
INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO,
LOST PROFITS OR REVENUES AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT SPRINT
WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
21.3 WITH RESPECT TO THE SERVICES, MATERIALS AND EQUIPMENT PROVIDED
HEREUNDER, SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT
EXPLICITLY STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
22. ARBITRATION. Any dispute arising out of or relating to the Agreement
may, at the option of the Parties, be finally settled by arbitration. If the
Parties elect arbitration, such arbitration will be in accordance with the rules
of the American Arbitration Association. The arbitration will be governed by the
United States Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the
award rendered by the arbitrator(s) may be entered by any court with
jurisdiction. The arbitration will be held in the New York, NY metropolitan
area.
23. NOTICES. Notices, requests or other communications (excluding invoices)
hereunder shall be in writing and sent by certified mail addressed as follows:
If to Sprint: Sprint Communications Company L.P.
Attention: Vice President-Wholesale Services
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With copy to: Sprint Communications Company L.P.
Attention: Vice President Law-Marketing/Sales
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Customer: Network Plus
Attention: General Counsel ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
24. ASSIGNMENT. Neither Party may assign or delegate its responsibilities,
duties, rights or obligations under this Agreement to any person, corporation or
other entity without the written consent of the other Party, such consent not to
be unreasonably withheld.
25. EXCUSABLE DELAY.
25.1 Except for the performance of obligations set forth in Paragraphs 17
and 18 of this Agreement, Sprint and Customer agree that neither Party will be
responsible for any delay, interruption or other failure to perform hereunder
due to acts beyond the control of the responsible Party. Such acts include, but
are not limited to, natural disasters such as lightening, earthquakes,
hurricanes, floods or other like causes; war, riot, civil commotion; cable cuts;
explosion or fire; embargoes, strikes or labor disputes; or decrees of
governmental entities.
25.2 The affected Party will give notice to the other Party in the event of
any of the foregoing occurrences. Upon such notice, Sprint may cancel or delay
performance for as long as such performance is delayed by such occurrence or
occurrences, and in such event will have no liability to Customer. Should such
occurrence continue for more than 60 days and adversely and materially impact
the other party, such other party may terminate this Agreement without liability
upon payment for all SERVICES delivered prior to the date of such termination,
plus all other charges and costs then incurred.
26. HEADINGS. The headings set forth in this Agreement are for purposes of
reference only and do not in any way limit or otherwise affect the meaning or
interpretation of any of the terms of this Agreement
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27. CHOICE OF LAW. This Agreement and all claims relating to the
relationship between Sprint and Customer, including all claims in tort,
contract, at law or in equity will be governed by, construed, enforced and
interpreted in accordance with the laws of the state of Kansas without regard to
the choice of law principles thereof.
28. RULES OF CONSTRUCTION. No rule of construction requiring interpretation
against the draftsman shall apply in the interpretation of this Agreement
29. MODIFICATION OF AGREEMENT. This Agreement may be modified only by
written amendment, executed by officers or representatives of Customer and
Sprint. Any oral agreement contrary to the terms of any SERVICE Agreement will
not be admissible in any dispute, whether in a court of law or in arbitration.
30. WAIVER OF TERMS. If either Party fails, at any time, to enforce any
right or remedy available to it under this Agreement, that failure will not be
construed to be a waiver of the right or remedy with respect to any other breach
or failure by the other Party.
31. PARTIAL INVALIDITY. In the event any of the provisions of this
Agreement are held to be invalid, illegal, or unenforceable, the unaffected
provisions of this Agreement will be unimpaired and remain in full force and
effect. Sprint and Customer will negotiate to substitute for such invalid,
illegal or unenforceable provision a mutually acceptable provision consistent
with the original intention of the Parties.
32. CUMULATIVE REMEDIES. Except as otherwise provided herein, the remedies
provided for in this Agreement are in addition to any other remedies available
at law or in equity.
33. ENTIRE AGREEMENT. This Agreement, including EXHIBITS, ATTACHMENTS, and
the documents and instruments referred to herein, constitutes the entire
understanding between the Parties relating to its subject matter and supersedes
all prior or contemporaneous negotiations or agreements, whether oral or
written, relating to the subject matter hereof. Customer is not relying upon any
representations or promises made by or on behalf of Sprint in entering into
this Agreement.
34. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement shall
be withdrawn if the Agreement is not executed by both Parties within 45 days
after the PROPOSAL DATE stated on ATTACHMENT A.
EXECUTED and made effective as provided herein.
NETWORK PLUS, INC. SPRINT COMMUNICATIONS COMPANY L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President Vice President,
Wholesale Services Group
May 23, 1998 June 21, 1998
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EXHIBIT 1
DEFINITIONS
Capitalized terms appearing in bold print in the Agreement, its EXHIBITS and
ATTACHMENTS are defined as follows:
"ACCOMPANYING CONDITION" means all customer obligations or price differentials
which are causally related to the applicable more favorable rates, prices or
charges.
"ACTIVE RESALE DIRECT PORT" means a Customer access port (DS-0 equivalent)
connected to Sprint and activated as Resale Direct Service.
"ANI" means a calling telephone number identification which is forwarded to an
IXC by a LEC as a call is placed.
"ASSOCIATED LOCATION" means a physical premise to or from which Sprint provides
SERVICE which is: (a) owned or leased by Customer; (b) occupied by a business in
which Customer has an equity interest of at least 25%; or (c) occupied by a
franchisee of Customer.
"ATTACHMENT" means a supplement attached to, and a part of, the Agreement.
"BILLING INCREMENT" means a Tariffed billing increment, unless otherwise stated
in ATTACHMENT B.
"CALLING CARD" means a card issued to an END USER in Customer's name containing
an authorization code that the END USER may use to originate calls over Sprint's
network as provided in EXHIBIT 2.
"CIC" means an IXC carrier identification code.
"CTIS" means Sprint's Carrier Transport Invoicing System.
"COMPARABLE SERVICE" means a service purchased from Sprint by a Wholesale
Services Group customer, other than Customer or an RBOC, that (i) is the
functional equivalent of a SERVICE purchased by Customer under this Agreement,
(ii) is purchased in volumes substantially the same or less than the volumes
purchased by Customer under this Agreement, (iii) is purchased under an
agreement with a term at least as long as the TERM of this Agreement, (iv) is
purchased with substantially the same overall calling pattern with respect to
PEAK RATE PERIOD and OFF-PEAK RATE PERIOD as the overall calling pattern of
calls purchased under this Agreement, and (v) is purchased with substantially
the same overall geographic calling pattern (i.e., domestic/international,
interstate/intrastate, interLATA/intraLATA) as the overall calling pattern of
calls purchased under this Agreement.
"DAY RATE PERIOD" means the Tariff day rate period unless otherwise specified
herein.
"DISCOUNT ONE" means a RATE ELEMENT specific discount that (1) is based on
Customer's DISCOUNT ONE MONTHLY VOLUME OF SERVICE and (2) is applied to usage at
the SERVICE HIERARCHY LEVEL that has been priced at RESALE SOLUTION BASE RATES.
"DISCOUNT ONE MONTHLY VOLUME OF SERVICE" means the volume of Customer's monthly
usage, at each PRODUCT HIERARCHY LEVEL, for a specific RATE ELEMENT priced at
RESALE SOLUTION BASE RATES.
"DISCOUNT RATE PERIOD" means the TARIFF international discount rate period
unless otherwise specified herein.
"DISCOUNT THREE" means a RATE ELEMENT specific discount that (1) is based on
Customer's DISCOUNT THREE MONTHLY VOLUME OF SERVICE and (2) is applied at the
PRODUCT HIERARCHY LEVEL or the SERVICE HIERARCHY LEVEL to interstate or
international usage to the LATAs or countries specified in ATTACHMENT C.
"DISCOUNT THREE MONTHLY VOLUME OF SERVICE" means the volume of Customer's
monthly usage, at the PRODUCT HIERARCHY LEVEL or SERVICE HIERARCHY LEVEL, of
interstate or international minutes to the specific LATAs or countries
identified in ATTACHMENT C and priced based on the usage levels and RATE PERIODS
specified in ATTACHMENT C.
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"DISCOUNT TWO" means a RATE ELEMENT specific discount that (1) is based on
Customer's DISCOUNT TWO MONTHLY VOLUME OF SERVICE and (2) is applied to usage at
the SERVICE HIERARCHY LEVEL that has been priced at RESALE SOLUTION BASE RATES
less DISCOUNT ONE discounts.
"DISCOUNT TWO MONTHLY VOLUME OF SERVICE" means the volume of Customer's monthly
usage, at the MASTER HIERARCHY LEVEL, of all RESALE SOLUTION SERVICES, including
directory assistance SERVICES, priced at RESALE SOLUTION BASE RATES after the
application of DISCOUNT ONE discounts, but prior to the application of DISCOUNT
TWO discounts. DISCOUNT TWO MONTHLY VOLUME OF SERVICE does not include RESALE
SOLUTION SERVICE charges that are not based on usage, Clearline Service charges,
Private Line charges, any charge associated with access (dedicated or
non-dedicated), facilities charges, any usage related fixed charge, any
non-recurring charge such as installation charges, taxes, surcharges, transfer
fees, or interest.
"EARLY TERMINATION CHARGE" means the charge imposed for terminating the
Agreement prior to expiration of the TERM as provided in Paragraph 5 thereof.
"ECONOMY RATE PERIOD" means the TARIFF international economy rate period.
"END USER" means a customer of Customer to whom Sprint extends NETWORK EXTENSION
SERVICE at a NON-ASSOCIATED LOCATION.
"EVENING RATE PERIOD" means the TARIFF evening rate period unless otherwise
specified herein.
"EXCUSABLE DELAY" means any event that prevents a Party from performing its
obligations hereunder and that is beyond the reasonable control and without the
fault or negligence of such Party.
"EXHIBIT" means a supplement attached to, and a part of, the Agreement.
"FORWARD PRICING VOLUME OF SERVICE" means the volume of service specified in
ATTACHMENT A upon which DISCOUNT TWO discounts may be based as provided in
Subparagraph 13.8 of the Agreement.
"INTERSTATE ADJUSTMENT" means the adjustment under Subparagraph 6.2 to the
invoice for interstate usage that is based on the level of intrastate usage.
"INTERSTATE ADJUSTMENT RATE" means the rate identified in ATTACHMENT D that is
used to determine the INTERSTATE ADJUSTMENT as provided in Subparagraph 6.2.
"IXC" means interexchange carrier.
"LEC" means local exchange carrier.
"MASTER HIERARCHY LEVEL" means billing hierarchy level 1.
"MAXIMUM NONCOMPLETE TOLL FREE CALL PERCENTAGE" means, for each month, for each
SERVICE type, the ratio, expressed as a percentage, of (i) the aggregate number
of NONCOMPLETE TOLL FREE CALLS during such period divided by (ii) the aggregate
number of Toll Free calls during such period. This percentage shall be
calculated at each PRODUCT HIERARCHY LEVEL.
"MAXIMUM NON-▇▇▇▇ TRAFFIC PERCENTAGE" means, for each month, the ratio,
expressed as a percentage, of (i) the number of minutes during such period that
originate from, or terminate in, a NON-▇▇▇▇ SERVICE AREA, divided by (ii) the
total number of minutes during such period. MAXIMUM NON-▇▇▇▇ TRAFFIC PERCENTAGES
will be calculated independently for originating and terminating minutes at the
PRODUCT HIERARCHY LEVEL.
"MINIMUM AVERAGE TIME REQUIREMENT" means the minimum average call duration,
expressed in minutes, for SERVICES as specified in ATTACHMENT B. MINIMUM AVERAGE
TIME REQUIREMENT calculations will be made at each PRODUCT HIERARCHY LEVEL.
"MINIMUM COMMITMENT" means the minimum monthly usage commitment stated on
ATTACHMENT A. The calculation to determine whether Customer has met the MINIMUM
COMMITMENT shall be based on Customer's invoiced NET USAGE.
"MINIMUM PORT USAGE" means the minimum NET USAGE for Resale Direct Service
stated on ATTACHMENT A that Customer shall generate per ACTIVE RESALE DIRECT
PORT.
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"NETWORK EXTENSION SERVICE" means SERVICE that Sprint extends to the
NON-ASSOCIATED LOCATION of an END USER.
"NET USAGE" means the monthly amount invoiced for use of a SERVICE net of
DISCOUNT ONE, DISCOUNT TWO and DISCOUNT THREE discounts. NET USAGE includes the
following as they apply to particular SERVICES: monthly per-minute usage charges
invoiced under the Agreement; route advance charges; real time ANI charges;
switched origination and termination charges; directory assistance charges;
MINIMUM AVERAGE TIME REQUIREMENT Surcharges; Noncomplete Call Surcharges;
FONCard surcharges; and LEC Cap Surcharges.
"NIGHT/WEEKEND RATE PERIOD" means the TARIFF night/weekend rate period unless
otherwise specified herein.
"NONCOMPLETE TOLL FREE CALL" means an attempted Resale Connect Toll Free, Resale
Direct Toll Free, or Resale Direct Toll Free Extension call that is not
completed to the called number for any reason.
"NON-ASSOCIATED LOCATION" means any physical premise to or from which Sprint
provides SERVICE that is not an ASSOCIATED LOCATION.
"NON-▇▇▇▇ SERVICE AREA" means the geographic service area of any "independent"
LEC which is not a ▇▇▇▇ Operating Company.
"OFF PEAK RATE PERIOD" means (a) the EVENING RATE PERIOD and the NIGHT/WEEKEND
RATE PERIOD for interstate traffic and (b) the DISCOUNT RATE PERIOD and ECONOMY
RATE PERIOD for international traffic.
"PEAK RATE PERIOD" means (a) the DAY RATE PERIOD for interstate traffic and (b)
the STANDARD RATE PERIOD for international traffic.
"PER MINUTE CHARGE" means the per minute charge for SERVICE as set forth in
EXHIBIT C based on RATE PERIODS and BILLING INCREMENTS stated in ATTACHMENT B.
"PIC" means primary interexchange carrier.
"PIC AUTHORIZATION" means an END USER's selection of a PIC that meets the
requirements of federal and state law.
"PRIMARY CARRIER" means the IXC designated by Customer as its first routing
choice and primary overflow carrier for traffic not carried by Sprint.
"PRIMARY CARRIER SERVICE" means the SERVICE specified in ATTACHMENT A for which
Sprint shall be Customer's PRIMARY CARRIER.
"PRODUCT HIERARCHY LEVEL" means the fifth level in the Customer billing
hierarchy, and is directly above the SERVICE HIERARCHY LEVEL which ties like
SERVICES together for purposes of reporting. Each PRODUCT HIERARCHY LEVEL is
considered independently for calculation and application of DISCOUNT ONE, LEC
Cap Surcharges, MINIMUM AVERAGE TIME REQUIREMENT Surcharges, NONCOMPLETE TOLL
FREE CALL Surcharges and MINIMUM PORT USAGE Surcharges.
"PROMOTIONAL DISCOUNTS" is a collective reference to DISCOUNT ONE, DISCOUNT TWO,
DISCOUNT THREE and INTERSTATE ADJUSTMENTS.
"PROPOSAL DATE" means the date indicated on ATTACHMENT A that the Agreement is
offered by Sprint to Customer.
"PROPRIETARY INFORMATION" means (a) written information of a Party which is
clearly and conspicuously marked as proprietary or confidential or which is
accompanied by written notice that such information is confidential, or (b) a
verbal communication which is subsequently confirmed in writing to the other
Party as confidential or proprietary information which (i) is maintained in
confidence and secrecy by the disclosing Party, (ii) is valuable to the
disclosing Party because of such confidence or secrecy, and (iii) is subject to
the disclosing Party's reasonable efforts to maintain such confidentiality and
secrecy. PROPRIETARY INFORMATION shall not include information which (1) is at
any time in the public domain other than through wrongdoing on the part of an
entity owing a duty of confidentiality to the disclosing Party, (2) is within
legitimate possession of the receiving Party without obligation of
confidentiality, (3) is lawfully received from a third party having rights
therein without restriction of the right to disseminate
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the information, (4) is independently developed without breach of any obligation
of confidentiality through parties without access to or knowledge of such
PROPRIETARY INFORMATION, (5) is disclosed with prior written approval of the
other Party, (6) is transmitted after the disclosing Party has received written
notice from the receiving Party that it does not desire to receive further
PROPRIETARY INFORMATION, or (7) is obligated to be produced under order of a
court of competent jurisdiction.
"RBOC" means a Regional ▇▇▇▇ Operating Company or GTE, or an affiliate of any
such entity who purchases service from Sprint under an agreement between Sprint
and the Regional ▇▇▇▇ Operating Company or GTE.
"RATE ELEMENT" means a jurisdictional element of the rate for a particular
SERVICE. For example, Resale Direct rates consist of separate RATE ELEMENTS for
interstate, intrastate, Canada, Mexico domestic, Mexico international, other
international, and directory assistance usage.
"RATE PERIODS" is a collective reference to the DAY RATE PERIOD, DISCOUNT RATE
PERIOD, ECONOMY RATE PERIOD, EVENING RATE PERIOD, NIGHT/WEEKEND RATE PERIOD,
OFF PEAK RATE PERIOD, PEAK RATE PERIOD, and STANDARD RATE PERIOD.
"RESALE CONNECT FONCARD SERVICE means a SERVICE consisting of a Sprint
authorization code incorporated into Customer's CALLING CARD which, together
with Customer's service enhancements, is provided to END USERS for use in
originating calls over Sprint's network as provided in EXHIBIT 2.
"RESALE SOLUTION BASE RATES" means the prices provided herein for RESALE
SOLUTION SERVICE.
"RESALE SOLUTION SERVICE" means switched SERVICE purchased under the Agreement
and invoiced under CTIS.
"SERVICE" means the service identified in the EXHIBITS and ATTACHMENTS that
Sprint shall provide and Customer shall purchase hereunder.
"SERVICE ELEMENT" means any line, circuit or other unit of a SERVICE. In the
case of switched or virtual SERVICES, "SERVICE ELEMENT" means switched or
virtual SERVICES provided at a Customer location.
"SERVICE HIERARCHY LEVEL" means the sixth and lowest level in the Customer's
billing hierarchy.
"STANDARD RATE PERIOD" means the TARIFF standard rate period for international
SERVICE unless otherwise specified herein.
"TARIFF(S)" means any applicable tariff filed by Sprint with the Federal
Communications Commission for interstate or international SERVICE (including
TARIFF revisions) and/or any applicable tariff filed with a state regulatory
commission for intrastate SERVICE. Should Sprint no longer file TARIFFS in order
to provide SERVICE, then TARIFF shall mean the standard rate tables and terms
and conditions that replace such TARIFFS.
"TERM" means the term of the Agreement as provided in Paragraph 3 thereof.
EXHIBIT 2
SERVICES
The following SERVICES are provided pursuant to the Agreement:
1. OUTBOUND SERVICE.
1.1. RESALE DIRECT AND RESALE DIRECT EXTENSION. Resale Direct and Resale
Direct Extension is provided hereunder for switched outbound traffic with
interstate or international termination that originates over dedicated special
access (DS-l or DS-3) circuits.
1.2. RESALE DIRECT. Resale Direct is SERVICE subscribed to, and paid for, by
Customer that originates from an ASSOCIATED LOCATION. Resale Direct may be
obtained only by a carrier with its own CIC.
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1.3. RESALE DIRECT EXTENSION. Resale Direct Extension is SERVICE subscribed
to, and paid for, by Customer but connected directly to a NON-ASSOCIATED
LOCATION.
1.4. RESALE CONNECT ONE PLUS. Resale Connect One Plus is provided hereunder
for switched access outbound traffic utilizing Feature Group D protocol having
interstate or international termination.
2. TOLL FREE SERVICE.
2.1. RESALE DIRECT TOLL FREE AND RESALE DIRECT TOLL FREE EXTENSION. Resale
Direct Toll Free and Resale Direct Toll Free Extension is provided hereunder for
Customer switched inbound traffic with interstate or international origination
that terminates over dedicated special access (DS-1 or DS-3) circuits.
2.2. RESALE DIRECT TOLL FREE. Resale Direct Toll Free is Toll Free SERVICE
subscribed to, and paid for, by Customer that terminates to an ASSOCIATED
LOCATION. Resale Direct Toll Free may be obtained only by a carrier with its own
CIC.
2.3. RESALE DIRECT TOLL FREE EXTENSION. Resale Direct Toll Free Extension is
Toll Free SERVICE subscribed to, and paid for, by Customer but connected
directly to a NON-ASSOCIATED LOCATION.
2.4. RESALE CONNECT TOLL FREE. Resale Connect Toll Free is provided
hereunder for switched inbound traffic, terminating on Feature Group D protocol,
having interstate or international origination.
2.5. INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free SERVICE
("ITFS") shall be provided subject to availability. Because of a limited
quantity of Toll Free numbers in some countries, Sprint may, as it deems
appropriate, after 30 days notice, disconnect any ITFS number which does not
generate at least 60 minutes of usage during any period of three consecutive
months. ITFS traffic must be terminated directly in the continental U.S. If
reorigination occurs, ITFS traffic is subject to foreign PTT interruption and is
beyond Sprint's control. ITFS SERVICE shall be provided pursuant to Tariff,
including rates, discounts and Toll Free number charges, unless otherwise
provided herein.
3. DIRECTORY ASSISTANCE.
3.1. INTERSTATE. Interstate directory assistance provided hereunder must
have a domestic origination over Customer's circuits. Sprint may modify
directory assistance prices provided in the Agreement to reflect changes in LEC
directory assistance charges.
3.2. INTERNATIONAL. International directory assistance is provided pursuant
to Tariff. International directory assistance must have a domestic origination
over Customer's circuits and request numbers must be located in the countries
listed in Sprint's FCC Tariff 1, Section 2.1. International directory assistance
may be obtained by calling a Sprint operator who will request the number from
the appropriate country's international operator. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in directory
assistance charges of other countries.
3.3. TOLL FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not be
eligible for any toll free directory listing at Sprint's expense.
4. RESALE CONNECT FONCARD SERVICE.
4.1. RESALE CONNECT FONCARD SERVICE consists of an authorization code issued
by Sprint which Customer will incorporate into a CALLING CARD. The CALLING CARD,
together with Customer provided service enhancements, will be provided in
Customer's name to END USERS who may use the card to originate calls over
Sprint's network in the contiguous U.S. and selected countries. Sprint will
transport Customer's CALLING CARD traffic with the same quality as Sprint
FONCard traffic.
4.2. AVAILABILITY. RESALE CONNECT FONCARD SERVICE is provided subject to (a)
availability and compatibility of facilities, (b) Customer fulfillment, and (c)
Toll Free access origination, which Customer agrees may be withheld by Sprint in
certain LATAs because of facility constraints.
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4.3. ACTIVATION. Sprint will provide Customer with activated authorization
codes to be imprinted on Customer's CALLING CARDS. The codes will be provided
within 30 days following Customer's request and notice to Sprint of Customer's
fulfillment vendor.
4.4. TOLL FREE ACCESS. Customer may elect CALLING CARD access to a Sprint
operator using either a "Generic" or "Branded" Toll Free access number. The
operator response to a Generic Toll Free call will be similar to: "Long
Distance, may I help you?" Calls to a Branded access number will be answered by
an operator assigned exclusively to Customer. Operator response to Branded
access calls will be similar to: "(Customer) Long Distance Operator."
Customer shall pay a non-recurring charge for establishing account access as
provided in ATTACHMENT B.
4.5. SERVICE REPRESENTATIVE. Sprint will designate a representative to
provide Customer service. This representative will not be available for direct
contact by END USERS.
4.6. NON-EMERGENCY DEACTIVATION. Sprint will advise Customer of the process
for requesting non-emergency deactivation of an authorization code. Sprint may
periodically deactivate unused authorization codes to minimize potential fraud.
Sprint will notify Customer of any such deactivation. Emergency deactivation is
provided for in Subparagraph 4.9 of this ATTACHMENT.
4.7. REMEDY FOR SERVICE FAILURE. Notwithstanding anything to the contrary in
Subparagraph 4.1(e) of the Agreement, Customer's sole and exclusive remedy for
failure of a particular RESALE CONNECT FONCARD SERVICE shall be discontinuation
of the affected SERVICE subject to Paragraph 25 of the Agreement.
4.8. CUSTOMER OBLIGATIONS. Customer shall, at Customers expense: (a) design,
manufacture and distribute its CALLING CARDS; (b) solicit END USERS in its own
name in compliance with Paragraph 8 of the Agreement; (c) address END USER
service requests; (d) determine END USER creditworthiness; (e) define its
relationship with END USERS relative to its CALLING CARD service by tariff or
contract; (f) provide CALLING CARD fulfillment using a bonded fulfillment
vendor; (g) supply its fulfillment vendor with necessary END USER information;
(h) maintain its own END USER data base; (i) provide END USER customer service,
billing and collection; (j) maintain its own END USER customer service number,
which shall be printed on each CALLING CARD; (k) establish internal CALLING CARD
management procedures; (l) monitor for fraud and code abuse; and (m) cooperate
and interface with Sprint to prevent fraud or code abuse as provided herein.
Customer shall provide Sprint with all order authorizations, service
applications and information that Sprint requires to establish and maintain
RESALE CONNECT FONCARD SERVICE and proper invoicing.
Customer shall be liable for (a) all usage charged to an activated authorization
code after the code is provided to Customer or its agent so long as Customer has
not requested that Sprint block such calling card or authorization code and a
normal customary timeframe has elapsed, (b) non payment by END USERS, and (c)
billing adjustments granted to END USERS as provided in Subparagraph 11.6 of the
Agreement.
Customer shall indemnify and hold Sprint harmless from any claim or damages
resulting from Sprint's deactivation of an authorization code at Customer's
request except for Sprint's obligation to pay for charges on a calling card or
authorization code after normal customary timeframes after Customer requested
that Sprint block such card or authorization code.
4.9. CODE ABUSE; FRAUD; EMERGENCY DEACTIVATION. Sprint and Customer will
cooperate to deter CALLING CARD fraud and code abuse. Sprint will monitor usage
of Customer CALLING CARDS to detect fraud or code abuse in the same manner that
it monitors FONCard usage of its own customers. This activity will not create
any liability on the part of Sprint resulting from code abuse or fraud. Customer
shall be liable for all usage charged to an activated authorization code that
results from fraud or code abuse.
Sprint will notify Customer of (a) the process Customer may use to obtain
emergency deactivation of a lost or stolen CALLING CARD and (b) the process
Sprint will use to notify Customer of suspected fraud or code abuse.
Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint
will immediately notify if fraud or code abuse is suspected. Customer shall
advise Sprint
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within 30 minutes alter receiving such notice whether it wants the authorization
code deactivated. If Sprint is unable to reach Customer's contact, or if
Customer fails to respond to Sprint's notice within 30 minutes, Sprint may, in
its discretion, deactivate the authorization code and advise Customer of its
actions. Sprint shall incur no liability for such deactivation.
Sprint shall be liable for calls charged to an authorization code after a period
of 4 hours following an appropriate emergency deactivation request.
Requests for credit pursuant to this subparagraph shall be supported by
appropriate documentation. Sprint will investigate and, in its discretion,
either approve or reject such requests. Notwithstanding anything in Paragraph 17
of the Agreement, the amount of any credit request under this subparagraph shall
not be deducted as a disputed charge prior to payment of an invoice.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment A-1
A.3. TERM OF AGREEMENT: 24 months.
The price for Services provided hereunder will be applied
systematically effective with the May 1998 usage invoice and Sprint
will apply benchmark style credits for the February 1998, March 1998
and April 1998 usage periods in order to approximate discounts due for
these periods.
A.13.8. FORWARD PRICING - FORWARD PRICING VOLUME OF SERVICE: Not applicable.
A.14.1. MINIMUM COMMITMENT: Not applicable.
A.14.5. MINIMUM PORT USAGE: $[**]
PROMOTIONAL ACF/COC/EFT CHARGES
All ACF Charges will be per applicable tariff.
Monthly recurring COC charges will be $[**] per port.
Monthly recurring EFC charges will be $[**] per port when Customer
utilizes Sprint's entrance facilities.
Such COC charges and port charges are only applicable to circuits
connected directly to Network Plus's network.
From August 1, 1998 through December 31, 1998 Sprint will waive
applicable T1 access installation charges (local loop, COC, and ACF)
for New Accounts provided such T1's remain in service for a period of
at least [**]. Customer's applicable T1 installation charges will be
credited when installed, up to a maximum of $[**], however, if an
eligible T1 is taken out of service for any reason within [**] of
installation, Customer will be debited back a prorated portion of the
amount that was originally credited.
ANI DELIVERY SURCHARGE
Sprint will waive Customer's Real Time ANI delivery surcharge in
exchange for a monthly minimum of $[**] in Direct Toll Free usage.
PROMOTIONAL SHORTFALL LIABILITY CREDIT:
1) Sprint will waive Customer's existing minimum commitment
liability in the amount of $[**] upon execution of this
contract.
2) The Promotional Shortfall Liability Credit is a one time
waiver of liabilities incurred by Customer pursuant to Section
14.1 of the previous Resale Solutions Switched Services
Agreement between the parties dated May 1996 and does not
relieve Customer of any Minimum Commitment liability in this
Agreement.
Provided Customer is current on all payments for its Sprintmail usage,
Sprint will, once each calendar quarter, issue a credit to Customer in
an amount equal to Customer's actual Sprintmail charges incurred
during that quarter. The credit will appear on Customer's invoice one
month after the conclusion of the quarter for which the credit is
issued.
PRIMARY CARRIER REQUIREMENT
Pricing Contingent on Primary Carrier Status. Pricing hereunder is
contingent on Customer utilizing Sprint as its PRIMARY CARRIER for the
following PRIMARY CARRIER SERVICES
Resale Direct
Resale Direct Toll Free
Resale Direct Extension
Resale Direct Toll Free Extension
Resale Connect One Plus
Resale Connect Toll Free
-17-
18
Attachment A-2
Resale Connect Toll Free and Resale Direct Toll Free SERVICE are a
PRIMARY CARRIER SERVICE therefore Customer shall (a) designate Sprint
as its PRIMARY CARRIER in the Toll Free Service Management System
database for all domestic Toll Free traffic that is not originated
through Customer's network and (b) maintain access facilities
sufficient to send 100% of its traffic to Sprint with no more than 2%
blockage during the peak busy hour of Customer's average business day.
Resale Connect One Plus is a PRIMARY CARRIER SERVICE therefore 100% of
all END USER ANIS under Customer's control, which are not PICED to
Customer directly or an entity sub-CICing to Customer, shall be PICED
to Sprint during the TERM.
Resale Direct Extension and Resale Direct Toll Free Extension are
PRIMARY CARRIER SERVICES therefore 100% of all Dedicated Access END
USERS under Customer's control, who are not connected directly to
Customer or not planned to be connected directly to Customer, shall be
placed on the Sprint network during the TERM.
If Resale Direct is a PRIMARY CARRIER SERVICE then Customer shall
maintain access facilities sufficient to send to Sprint at least 70%
of the domestic traffic Customer does not terminate itself.
Customer shall produce within 30 days following Sprint's request,
evidence reasonably acceptable to Sprint that it is in compliance with
this subparagraph. Both Sprint and Customer will reasonably determine
the process and the sharing of costs for providing such evidence.
Should Customer fail to maintain Sprint as PRIMARY CARRIER on any
PRIMARY CARRIER SERVICE, Sprint may, at its option and in addition to
other remedies available in law or equity, discontinue Promotional
Discounts for SERVICES provided until such time as Customer is in full
compliance with this subparagraph 13.9. Customer may select a temporary
back-up carrier for any period during which it is affected by a Sprint
network outage.
If Customer acquires another entity (the "Acquired Entity"), and such
Acquired Entity's interexchange traffic is provided by another
interexchange carrier pursuant to a binding agreement (the "Other
Agreement") entered into between such Acquired Entity and such other
interexchange carrier, such interexchange traffic will not be subject
to the Primary Carrier Requirements of this Agreement, provided,
however, that Customer agrees that i) it will not renew, modify, or
otherwise extend such Other Agreement, ii) it will utilize its best
efforts to transition such Acquired Entity's traffic to Sprint as soon
it is commercially able to do so under such Other Agreement, and that
iii) it will transition all such traffic to Sprint under this Agreement
immediately upon expiration of such Other Agreement. Customer further
agrees that any excess traffic which is not obligated to be purchased
under such Other Agreement during the term of such Other Agreement
shall be immediately transitioned to Sprint under this Agreement
pursuant to the terms of this Agreement.
In the event such Acquired Entity is currently receiving interexchange
services from Sprint, Customer agrees to leave such interexchange
traffic with Sprint under such Acquired Entity's current agreement with
Sprint, or, upon its expiration or termination thereof, to transition
such traffic to this Agreement under the same terms and conditions
outlined herein.
A.34 PROPOSAL DATE: May 11, 1998
-18-
19
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
Attachment B-1
B.13.4 BILLING INCREMENTS/USAGE PERIODS FOR PER MINUTE CHARGES.
SERVICE will be invoiced based on PER MINUTE CHARGES utilizing TARIFFED
RATE PERIODS and TARIFFED BILLING INCREMENTS, unless specifically set forth
below:
Service Type/ Initial Additional Billing
Rate Element Billing Increment (sec) Increment (sec)
Interstate Direct & Direct Extension [**] [**]
Canada Term. Direct & Direct Extension [**] [**]
Mexico US Element Direct & Direct Extension [**] [**]
Mexico Int'l. Element Direct & Direct Extension [**] [**]
Other Int'l Direct & Direct Extension [**] [**]
Interstate Connect One Plus [**] [**]
Canada Term. Connect One Plus [**] [**]
Mexico US Element Connect One Plus [**] [**]
Mexico Int'l Element Connect One Plus [**] [**]
Other Int'l Connect One Plus [**] [**]
Interstate Direct Toll Free & Direct Toll Free Ext. [**] [**]
Canada Orig. Direct Toll Free & Direct Toll Free Ext. [**] [**]
Mexico Direct Toll Free & Direct Toll Free Ext. [**] [**]
Other Int'l. Direct Toll Free & Direct Toll Free Ext. [**] [**]
Caribbean Direct Toll Free & Direct Toll Free Ext. [**] [**]
Interstate Connect Toll Free [**] [**]
Canada Orig. Connect Toll Free [**] [**]
Mexico Connect Toll Free [**] [**]
Other Int'l. Connect Toll Free [**] [**]
Caribbean Connect Toll Free [**] [**]
Interstate Connect FONcard [**] [**]
B.13.5 NON-▇▇▇▇ SWITCHED ORIGINATION/TERMINATION/TOLL FREE ORIGINATION CHARGE.
Customer shall pay the following charges for each minute of a switched
interstate call originating or terminating in a NON-▇▇▇▇ SERVICE AREA:
$[**] per minute - applied to all non-▇▇▇▇ terminating minutes
for Direct usage.
$[**] per minute - applied to all non-▇▇▇▇ originating minutes
for Direct Toll Free.
B.13.6 SWITCHED ORIGINATION/TERMINATION/TOLL FREE ORIGINATION CHARGE.
Customer shall pay the following charges for each minute of a switched
interstate:
Not Applicable
-19-
20
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment B-2
B.14.2 LEC CAP MAXIMUM NON-▇▇▇▇ TRAFFIC.
Maximum Originating Maximum Terminating Non-▇▇▇▇
Service Type Non-▇▇▇▇ Traffic % Non-▇▇▇▇ Traffic % Surcharge
Resale Direct [**] [**] [**]
Resale Direct Toll Free [**] [**] [**]
Resale Connect One Plus [**] [**] [**]
Resale Connect Toll Free [**] [**] [**]
Resale Connect FONcard [**] [**] [**]
Resale Direct Extension [**] [**] [**]
Resale Direct Toll Free Ext [**] [**] [**]
B.14.3. MINIMUM AVERAGE CALL DURATION: MINIMUM AVERAGE TIME REQUIREMENT (MATR)
shall not apply unless specifically set forth below:
Service Type MATR MATR Surcharge
[**] [**] [**]
B.14.4. MAXIMUM NONCOMPLETE CALL PERCENTAGE.
Direct Toll Free, Direct Toll Free Maximum
Extension, and Connect Toll Free Noncomplete Toll Per Call
Usage Type (Rate Element) Free Call Percentage Surcharge
Intrastate/Interstate [**] [**]
International/Canadian [**] [**]
PROMOTIONAL MONTHLY RECURRING TOLL FREE CHARGES:
Customer's Monthly Recurring Connect Toll Free service charge will be $[**]
per Connect Toll Free account per month.
Customer's Toll Free numbers (Connect Toll Free, Direct Toll Free, and
Direct Toll Free Extension) requiring Toll Free Directory Assistance
Listings will be charged an additional Monthly Recurring Charge of $[**]
per month per Toll Free number requiring such listing.
TOLL FREE DATABASE QUERY CHARGE
Customer's Toll Free Database Query charge will be $[**] per domestic
Direct Toll Free, Direct Toll Free Extension, and Connect Toll Free Call.
-20-
21
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-1
Interstate Resale Connect One Plus, Resale Connect Toll Free
and Resale Connect FONcard LATA Groups
---------------------------------------------------------------------------------------------------------------
GROUP 1
---------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 977 Macomb, IL
124 Vermont ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ 978 Olney, IL
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 620 Rochester, MN
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 624 Duluth, MN
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, MN
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ 636 Fargo-Brainerd, ND
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
224 Newark, NJ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 454 Gainsville, FL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 650 Billings, MT
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 652 Boise, ID
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ 654 Cheyenne, WY
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 656 Denver, CO
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 658 Colorado Spgs, CO
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 660 Utah
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
246 ▇▇▇▇▇▇▇▇▇, VA ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 670 Eugene, OR
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
254 Charleston, WV ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ 720 Reno, NV
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 484 Biloxi, MS ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
325 Akron, OH ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
326 Toledo, OH ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
328 Dayton, OH ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
330 Evansville, IN ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
334 Auburn/▇▇▇▇., IN ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
336 Indianapolis, IN ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
338 Bloomington, IN ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇., ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 927 Harrisonburg, VA
▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇, ▇▇ 937 Richmond, IN
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 938 Terre Haute, IN
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 544 Lubbock, TX ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
362 Cairo, IL ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇.-▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ 562 Beaumont, TX ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
GROUP 2
---------------------------------------------------------------------------------------------------------------
820 Puerto Rico 870 CNMI 963 Kalispell, MT
822 U.S. Virgin Islands ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇
832 Alaska ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 981 Navajo Terr., UT
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ALL OTHERS
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
-21-
22
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-2
Interstate Resale Direct Network Extension, Resale Direct
Toll Free Network Extension
And Resale Direct Toll Free LATA Groups
-------------------------------------------------------------------------------------------------------------------
GROUP 1
-------------------------------------------------------------------------------------------------------------------
120 Maine ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 660 Utah
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
124 Vermont ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 670 Eugene, OR
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 672 Portland, OR
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇
136 Syracuse, NY ▇▇▇ ▇▇▇▇▇.-▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 376 Quincy, IL ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 538 ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇., ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ 920 Connecticut
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
240 Hagerstown, MD ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 924 Erie, PA
244 Roanoke, VA ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 937 Richmond, IN
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 568 Brownsville, TX 938 Terre Haute, IN
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 570 Bryan, TX ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
256 Clarksburg, WV ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 624 Duluth, MN ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
320 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
324 ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇, ▇▇
325 Akron, OH ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
326 Toledo, OH ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 634 Davenport, IA ▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ 468 Memphis, TN ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
330 Evansville, IN ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
332 South Bend, IN ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
334 Auburn/▇▇▇▇., IN 474 Knoxville, TN ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 477 Huntsville, AL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 478 Montgomery, AL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 480 Mobile, AL 650 Billings, MT
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 484 Biloxi, MS ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 658 Colorado Spgs, CO
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GROUP 2
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820 Puerto Rico 834 Hawaii 932 Bluefield, WV
▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
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GROUP 3
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832 Alaska ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 980 Navajo Terr., AZ
870 CNMI 963 Kalispell, MT 981 Navajo Terr., UT
871 Guam ALL OTHERS
-22-
23
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-3
Interstate Resale Direct LATA Groups
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GROUP 1 GROUP 2
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 366 ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 240 Hagerstown, MD ▇▇▇ ▇▇ ▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 244 Roanoke, VA 370 Champ.-Urban, IL
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 254 Charleston, WV ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 376 Quincy, IL
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
248 Richmond, VA ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇
250 Lynchburg, VA ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
334 Auburn/▇▇▇▇., IN ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ 330 Evansville, IN ▇▇▇ ▇▇▇▇▇▇, ▇▇
358 Chicago, IL 922 Cincinnati, OH ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 740 San ▇▇▇▇ Ob., CA
▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇
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GROUP 3 GROUP 4
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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 478 Montgomery, AL ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
440 Savannah, GA ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 650 Billings, MT
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ 660 Utah 654 Cheyenne, WY
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 664 New Mexico ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 538 Tulsa, OK ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 670 Eugene, OR ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 920 Connecticut GROUP 6
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇, ▇▇ ------------------------
470 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------------------------------------------------- 822 U.S. Virgin Islands
GROUP 5 834 Hawaii
------------------------------------------------------------------------------------- 929 Edinburg, VA
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 932 Bluefield, WV
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ------------------------
124 Vermont ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ GROUP 7
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ------------------------
130 Rhode Island ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 832 Alaska
133 Poughkeepsie, NY 937 Richmond, IN ▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇, ▇▇ 870 CNMI
134 Albany, NY ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
963 Kalispell, MT
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇
ALL OTHERS
------------------------------------------------------------------------------------------------------------------
-23-
24
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-4
INTERSTATE SWITCHED NETWORK EXTENSION
BASE RATES
----------------------------------------------------------------------------------------------------------------------------
Resale Resale Resale
Connect One Plus-Comm Connect One Plus-Resi Connect Toll Free
LATA Group Peak OffPeak Peak OffPeak Peak OffPeak
----------------------------------------------------------------------------------------------------------------------------
1 [**] [**] [**] [**] [**] [**]
2 [**] [**] [**] [**] [**] [**]
----------------------------------------------------------------------------------------------------------------------------
See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rates are not eligible for
Discount 2.
DISCOUNT 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2
----------------------------------------------------------------------------------------------------------------------------
Monthly Volume Resale Resale Resale
of Carrier Connect One Plus-Comm Connect One Plus-Resi Connect Toll Free
Transport Service Peak OffPeak Peak OffPeak Peak OffPeak
----------------------------------------------------------------------------------------------------------------------------
$0 - [**] [**] [**] [**] [**] [**] [**]
[**] + [**] [**] [**] [**] [**] [**]
----------------------------------------------------------------------------------------------------------------------------
-24-
25
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-5
INTERSTATE SWITCHED NETWORK EXTENSION
BASE RATES
--------------------------------------------------------------------------------
Resale
Connect FONcard
LATA Group Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**]
2 [**] [**]
--------------------------------------------------------------------------------
See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rates are not eligible for
Discount 2.
DISCOUNT 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2: The above listed base rates are not eligible for any tariff or
contractual discount 2s.
INTERSTATE FONCARD BONG SURCHARGE (PER CALL)
------------------------------------------
State Rate
------------------------------------------
All [**]
------------------------------------------
Foncard Surcharge not eligible for Discounts
-25-
26
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-6
INTERSTATE DEDICATED NETWORK EXTENSION
SPECIAL PROMOTIONAL RATE - FOR FIRST [**] MINUTES OF RESALE DIRECT NETWORK
EXT. AND RESALE DIRECT TOLL FREE NETWORK EXTENSION USAGE FOR NEW ANI'S.
--------------------------------------------------------------------------------
Resale Resale
Direct Network Ext. Direct Toll Free Net. Ext.
LATA Group Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
2 [**] [**] [**] [**]
3 [**] [**] [**] [**]
--------------------------------------------------------------------------------
See LATA Group Descriptions. Group 2 and 3 rates are not eligible for Discount 2.
DISCOUNT 1 - the above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2
--------------------------------------------------------------------------------
Resale Resale
Volume of Direct Network Ext. Direct Toll Free. Ext.
Carrier Transport Service Peak ffPeak Peak OffPeak
--------------------------------------------------------------------------------
$0 - $[**] [**] [**] [**] [**]
--------------------------------------------------------------------------------
================================================================================
INTERSTATE DEDICATED NETWORK EXTENSION - FOR ALL INSTALLED SERVICES AND ALL
DIRECT NETWORK EXTENSION AND DIRECT TOLL FREE NETWORK EXTENSION USAGE AFTER THE
FIRST 12,000,000 MOU'S.
BASE RATES
--------------------------------------------------------------------------------
Resale Resale
Direct Network Ext. Direct Toll Free Net. Ext.
LATA Group Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
2 [**] [**] [**] [**]
3 [**] [**] [**] [**]
--------------------------------------------------------------------------------
See LATA Group Descriptions. Group 2 and 3 rates are not eligible for Discount 2.
NEW CUSTOMER PROMOTION
DISCOUNT 1
--------------------------------------------------------------------------------
Resale Resale
Discount 1 Monthly Direct Network Ext Direct Toll Free Ext.
Volume of Service Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
$0 + [**] [**] [**] [**]
--------------------------------------------------------------------------------
FOR DEDICATED NETWORK EXTENSION SERVICE (DIRECT NETWORK EXTENSION & DIRECT TOLL
FREE EXTENSION), CUSTOMER WILL BE ELIGIBLE FOR THE NEW CUSTOMER PROMOTION
DISCOUNT 1 ABOVE (APPLIED TO THE INTERSTATE BASE RATE USAGE) FOR ALL EXISTING
ACCOUNTS AND NEW ACCOUNTS THAT WERE NOT DEDICATED ACCESS USERS ON THE SPRINT
NETWORK FOR THE SIX (6) MONTHS IMMEDIATELY PRECEDING RECEIPT OF ORDER. ANY NEW
ACCOUNTS THAT WERE DEDICATED ACCESS USERS ON THE SPRINT NETWORK FOR THE SIX (6)
MONTHS PRECEDING RECEIPT OF ORDER WILL BE BILLED IN A SEPARATE BILLING PRODUCT
HIERARCHY LEVEL AND WILL NOT RECEIVE THE NEW CUSTOMER PROMOTION DISCOUNT.
DISCOUNT 2
--------------------------------------------------------------------------------
Resale Resale
Monthly Volume of Direct Network Ext. Direct Toll Free Ext.
Carrier Transport Service Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
$0 - $[**] [**] [**] [**] [**]
$[**] - $[**] [**] [**] [**] [**]
$[**] + [**] [**] [**] [**]
--------------------------------------------------------------------------------
-26-
27
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-7
INTERSTATE CARRIER DEDICATED SERVICE
BASE RATES
--------------------------------------------------------------------------------
Resale Resale
Direct Direct Toll Free
LATA Group Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
2 [**] [**] [**] [**]
3 [**] [**] [**] [**]
4 [**] [**]
5 [**] [**]
6 [**] [**]
7 [**] [**]
--------------------------------------------------------------------------------
See LATA Group Descriptions. Resale Direct LATA Group 6 and 7 rates are not
eligible for Discount 2. Resale Direct Toll Free LATA Group 2 and 3 rates are
not eligible for Discount 2. Interstate usage originating from/terminating to
non-▇▇▇▇ exchanges will incur an additional per minute Interstate Switched
Origination/Termination Charge as indicated on Attachment B.
DISCOUNT 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2:
--------------------------------------------------------------------------------
Monthly Volume Resale Resale
of Carrier Direct Direct Toll Free
Transport Service Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
$0 + [**] [**] [**] [**]
--------------------------------------------------------------------------------
-27-
28
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-8
INTERSTATE DIRECTORY ASSISTANCE
BASE RATES
--------------------------------------------------------------------------------
Resale Resale Resale
States Direct Direct Extension Connect One Plus
--------------------------------------------------------------------------------
ALL $[***] $[***] $[***]
--------------------------------------------------------------------------------
CONNECT ONE PLUS AND DIRECT NETWORK EXTENSION DIRECTORY ASSISTANCE RATES NOT
ELIGIBLE FOR DISCOUNTS
DISCOUNT 1
--------------------------------------------------------------------------------
Interstate DA
--------------------------------------------------------
Discount 1 Monthly Resale Resale Resale
Volume of Service Direct Direct Extension Connect One Plus
--------------------------------------------------------------------------------
$0 + [***] [***] [***]
--------------------------------------------------------------------------------
DISCOUNT 2
--------------------------------------------------------------------------------
Resale Direct
---------------------------------------------------
Monthly Volume of
Carrier Transport Service Group 1 Group 2 Group 3
--------------------------------------------------------------------------------
$0 + [***] [***] [***]
--------------------------------------------------------------------------------
Group: 1 CA, CT, IL, IN, MA, ME, NH, NY, NV, OH, RI, VT, WI
Group: 2 AL, AZ, CO, FL, GA, HI, IA, ID, KY, LA, MN, MS, MT, NC, ND, NE, NM, OR, SC, SD, TN, UT, WA, WY
Group: 3 AR, CN, DC, DE, GU, KS, MD, MI, MO, NJ, OK, PA, TX, VA, WV
-28-
29
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-9
CANADA TERMINATING SERVICE
BASE RATES
-------------------------------------------------------------------------------------------------------------------------
September 13,
1998Resale Resale Resale Resale
Connect One Plus Direct Extension Direct Connect FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
-------------------------------------------------------------------------------------------------------------------------
ALL $[**] $[**] $[**] $[**] $[**] $[**] $[**] $[**]
-------------------------------------------------------------------------------------------------------------------------
DISCOUNT 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2:
-------------------------------------------------------------------------------------------------------------------------
Resale Resale Resale Resale
Monthly Volume of Connect One Plus Direct Extension Direct Connect FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
-------------------------------------------------------------------------------------------------------------------------
$0 - $[**] [**] [**] [**] [**] [**] [**] [**] [**]
$[**] $[**] [**] [**] [**] [**] [**] [**] [**] [**]
$[**] + [**] [**] [**] [**] [**] [**] [**] [**]
-------------------------------------------------------------------------------------------------------------------------
CANADA ORIGINATING SERVICE
BASE RATES
-------------------------------------------------------------------------------------------------------------------------
Resale Resale Resale Resale
Connect One Plus Direct Extension Direct Connect FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
-------------------------------------------------------------------------------------------------------------------------
ALL [**] [**] [**] [**] [**] [**] [**] [**]
-------------------------------------------------------------------------------------------------------------------------
DISCOUNT 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2:
-------------------------------------------------------------------------------------------------------------------------
Resale Resale Resale Resale
Monthly Volume of Connect One Plus Direct Extension Direct Connect FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
-------------------------------------------------------------------------------------------------------------------------
$0 - $[**] [**] [**] [**] [**] [**] [**] [**] [**]
$[**] $[**] [**] [**] [**] [**] [**] [**] [**] [**]
$[**] + [**] [**] [**] [**] [**] [**] [**] [**]
-------------------------------------------------------------------------------------------------------------------------
-29-
30
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-10
MEXICO TERMINATING SERVICE
BASE RATES - DOMESTIC ELEMENT
----------------------------------------------------------------------------------------------------
Resale Resale Resale
Connect One Plus Direct Extension Direct
Mileage Peak OffPeak Peak OffPeak Peak OffPeak
----------------------------------------------------------------------------------------------------
ALL [**] [**] [**] [**] [**] [**]
----------------------------------------------------------------------------------------------------
BASE RATES - INTERNATIONAL ELEMENT
----------------------------------------------------------------------------------------------------
Resale Resale Resale
Connect One Plus Direct Extension Direct
Mexico Rate Step Peak OffPeak Peak OffPeak Peak OffPeak
----------------------------------------------------------------------------------------------------
1 [**] [**] [**] [**] [**] [**]
2 [**] [**] [**] [**] [**] [**]
3 [**] [**] [**] [**] [**] [**]
4 [**] [**] [**] [**] [**] [**]
5 [**] [**] [**] [**] [**] [**]
6 [**] [**] [**] [**] [**] [**]
7 [**] [**] [**] [**] [**] [**]
8 [**] [**] [**] [**] [**] [**]
----------------------------------------------------------------------------------------------------
MEXICO RATE STEPS ARE DEFINED IN SPRINT FCC TARIFF #2.
DISCOUNT 1 The above listed rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2 The above listed rates are not eligible for any tariff or
contractual discount 2s.
MEXICO TERMINATING FONCARD
BASERATES
--------------------------------
Resale
Connect FONcard
Peak OffPeak
--------------------------------
[**] [**]
--------------------------------
MEXICO TERMINATING FONCARD RATES NOT ELIGIBLE FOR DISCOUNTS
-30-
31
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-11
MEXICO ORIGINATING SERVICE
BASE RATES
--------------------------------------------------------------------------------------------------------
Resale Resale Resale
Connect Toll Free Direct Toll Free Ext Direct Toll Free
Mexico Zone # Peak OffPeak Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------------------------------
1 [**] [**] [**] [**] [**] [**]
2 [**] [**] [**] [**] [**] [**]
3 [**] [**] [**] [**] [**] [**]
4 [**] [**] [**] [**] [**] [**]
--------------------------------------------------------------------------------------------------------
US RATE AREA AND MEXICO RATE ZONE ARE DEFINED IN SPRINT FCC TARIFF #2.
DISCOUNT 1
--------------------------------------------------------------------------------------------------------
Resale Resale Resale
Monthly Volume of Connect Toll Free Direct Toll Free Ext Direct Toll Free
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------------------------------
$0 + [**] [**] [**] [**] [**] [**]
--------------------------------------------------------------------------------------------------------
DISCOUNT 2
--------------------------------------------------------------------------------------------------------
Resale Resale Resale
Monthly Volume of Connect Toll Free Direct Toll Free Ext Direct Toll Free
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------------------------------
$0 - $[**] [**} [**] [**] [**] [**] [**]
$[**] $[**] [**} [**] [**] [**] [**] [**]
$[**] + [**} [**] [**] [**] [**] [**]
--------------------------------------------------------------------------------------------------------
MEXICO ORIGINATING FONCARD
BASERATES
-------------------------------
Resale
Connect FONcard
Peak OffPeak
-------------------------------
[**] [**]
-------------------------------
MEXICO ORIGINATING FONCARD RATES NOT ELIGIBLE FOR DISCOUNTS
-31-
32
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-12 -- C-15
Other International Base Rates
Resale Direct Resale Direct Resale Connect One
Extension Plus
Country Ctry Std Disc Econ Std Disc Econ Std Disc Econ
Code
ALBANIA 355 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ALGERIA 213 [**] [**] [**] [**] [**] [**] [**] [**] [**]
AM SAMOA 684 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ANDORRA 376 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ANGOLA 244 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ANGUILLA 809497 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ANTIGUA 809460 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ARGENTINA 540 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ARMENIA 374 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ARUBA 297 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ASCENSION 247 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLANDS
AUSTRALIA 610 [**] [**] [**] [**] [**] [**] [**] [**] [**]
AUSTRALIA 672 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TERRITORY
AUSTRIA 430 [**] [**] [**] [**] [**] [**] [**] [**] [**]
AZERBAIJAN 994 [**] [**] [**] [**] [**] [**] [**] [**] [**]
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ [**] [**] [**] [**] [**] [**] [**] [**] [**]
BAHAMAS 809321 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BAHRAIN 973 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BANGLADESH 880 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BARBADOS 809228 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BELARUS 375 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BELGIUM 320 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BELIZE 501 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BENIN 229 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BERMUDA 809231 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BHUTAN 975 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BOLIVIA 591 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BOSNIA 387 [**] [**] [**] [**] [**] [**] [**] [**] [**]
HERZEGOVINA
33
Resale Direct Resale Direct Resale Connect One
Extension Plus
Country Ctry Std Disc Econ Std Disc Econ Std Disc Econ
Code
BOTSWANA 267 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BOURKINA ▇▇▇▇▇ 226 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BRAZIL 550 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BURNEI 673 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BULGARIA 359 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BURMA 950 [**] [**] [**] [**] [**] [**] [**] [**] [**]
(MYANMAR)
BURUNDI 257 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CAMBODIA 855 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CAMEROON 237 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CAPE VERDE 238 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLAND
CAYMAN 809945 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLANDS
CENTRAL 236 [**] [**] [**] [**] [**] [**] [**] [**] [**]
AFRICAN REP.
▇▇▇▇ REPUBLIC 235 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CHILE no audiotext 560 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CHINA 860 [**] [**] [**] [**] [**] [**] [**] [**] [**]
COLOMBIA 570 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CONGO REP 242 [**] [**] [**] [**] [**] [**] [**] [**] [**]
▇▇▇▇ ISLANDS 682 [**] [**] [**] [**] [**] [**] [**] [**] [**]
COSTA RICA 506 [**] [**] [**] [**] [**] [**] [**] [**] [**]
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ [**] [**] [**] [**] [**] [**] [**] [**] [**]
OF
CUBA 530 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CYPRUS 357 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CZECH REPUBLIC 420 [**] [**] [**] [**] [**] [**] [**] [**] [**]
DENMARK 450 [**] [**] [**] [**] [**] [**] [**] [**] [**]
▇▇▇▇▇ ▇▇▇▇▇▇ 246 [**] [**] [**] [**] [**] [**] [**] [**] [**]
DJIBOUTI 253 [**] [**] [**] [**] [**] [**] [**] [**] [**]
DOMINICA 809445 [**] [**] [**] [**] [**] [**] [**] [**] [**]
34
Resale Direct Resale Direct Resale Connect One
Extension Plus
Country Ctry Std Disc Econ Std Disc Econ Std Disc Econ
Code
DOMINICAN 809220 [**] [**] [**] [**] [**] [**] [**] [**] [**]
REPUBLIC no
audiotext
ECUADOR 593 [**] [**] [**] [**] [**] [**] [**] [**] [**]
EGYPT 200 [**] [**] [**] [**] [**] [**] [**] [**] [**]
EL SALVADOR 503 [**] [**] [**] [**] [**] [**] [**] [**] [**]
EQUATORIAL 240 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GUINEA
ERITREA 291 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ESTONIA 372 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ETHIOPIA 251 [**] [**] [**] [**] [**] [**] [**] [**] [**]
FAEROE ISLANDS 298 [**] [**] [**] [**] [**] [**] [**] [**] [**]
FALKLAND 500 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLANDS
FIJI 679 [**] [**] [**] [**] [**] [**] [**] [**] [**]
FINLAND 358 [**] [**] [**] [**] [**] [**] [**] [**] [**]
FRANCE 330 [**] [**] [**] [**] [**] [**] [**] [**] [**]
FRENCH 596 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ANTILLES/
GUADELO
FRENCH GUIANA 594 [**] [**] [**] [**] [**] [**] [**] [**] [**]
FRENCH 689 [**] [**] [**] [**] [**] [**] [**] [**] [**]
POLYNESIA
GABON 241 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GAMBIA 220 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GEORGIA 995 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GERMANY 490 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GHANA 233 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GIBRALTAR 350 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GRANDTURK TC 809941 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GREECE 300 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GREENLAND 299 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GRENADA 809440 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GUANTANAMO 539 [**] [**] [**] [**] [**] [**] [**] [**] [**]
BAY
35
Resale Direct Resale Direct Resale Connect One
Extension Plus
Country Ctry Std Disc Econ Std Disc Econ Std Disc Econ
Code
GUATEMALA 502 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GUINEA PEOP 224 [**] [**] [**] [**] [**] [**] [**] [**] [**]
REP
GUINEA-BISSAU 245 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GUYANA 592 [**] [**] [**] [**] [**] [**] [**] [**] [**]
HAITI 509 [**] [**] [**] [**] [**] [**] [**] [**] [**]
HONDURAS 504 [**] [**] [**] [**] [**] [**] [**] [**] [**]
HONG KONG 852 [**] [**] [**] [**] [**] [**] [**] [**] [**]
HUNGARY 360 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ICELAND 354 [**] [**] [**] [**] [**] [**] [**] [**] [**]
INDIA 910 [**] [**] [**] [**] [**] [**] [**] [**] [**]
INDONESIA 620 [**] [**] [**] [**] [**] [**] [**] [**] [**]
IRAN 980 [**] [**] [**] [**] [**] [**] [**] [**] [**]
IRAQ 964 [**] [**] [**] [**] [**] [**] [**] [**] [**]
IRELAND 353 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISRAEL 972 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ITALY 390 [**] [**] [**] [**] [**] [**] [**] [**] [**]
IVORY COAST 225 [**] [**] [**] [**] [**] [**] [**] [**] [**]
JAMAICA 809287 [**] [**] [**] [**] [**] [**] [**] [**] [**]
JAPAN 810 [**] [**] [**] [**] [**] [**] [**] [**] [**]
JORDAN 962 [**] [**] [**] [**] [**] [**] [**] [**] [**]
KAZAKHSTAN 732 [**] [**] [**] [**] [**] [**] [**] [**] [**]
KENYA 254 [**] [**] [**] [**] [**] [**] [**] [**] [**]
KIRGISTAN 733 [**] [**] [**] [**] [**] [**] [**] [**] [**]
KIRIBATI 686 [**] [**] [**] [**] [**] [**] [**] [**] [**]
KOREA (SOUTH) 820 [**] [**] [**] [**] [**] [**] [**] [**] [**]
KUWAIT 965 [**] [**] [**] [**] [**] [**] [**] [**] [**]
LAOS 856 [**] [**] [**] [**] [**] [**] [**] [**] [**]
LATVIA 371 [**] [**] [**] [**] [**] [**] [**] [**] [**]
LEBANON 961 [**] [**] [**] [**] [**] [**] [**] [**] [**]
LESOTHO 266 [**] [**] [**] [**] [**] [**] [**] [**] [**]
LIBERIA 231 [**] [**] [**] [**] [**] [**] [**] [**] [**]
36
Resale Direct Resale Direct Resale Connect One
Extension Plus
Country Ctry Std Disc Econ Std Disc Econ Std Disc Econ
Code
LIBYA APSJ 218 [**] [**] [**] [**] [**] [**] [**] [**] [**]
LITHUANIA 370 [**] [**] [**] [**] [**] [**] [**] [**] [**]
LUXEMBOURG 352 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MACAO 853 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MACEDONIA 389 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MADAGASCAR 261 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MALAWI 265 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MALAYSIA 600 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MALDIVES REP 960 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MALI REP 223 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MALTA REP 356 [**] [**] [**] [**] [**] [**] [**] [**] [**]
▇▇▇▇▇▇▇▇ 692 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLANDS
MAURITANIA 222 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MAURITIUS 230 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MAYOTTE 269 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLAND
MICRONESIA 691 [**] [**] [**] [**] [**] [**] [**] [**] [**]
▇▇▇▇▇▇▇ ▇▇▇ [**] [**] [**] [**] [**] [**] [**] [**] [**]
MONGOLIA 976 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PEOP REP
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [**] [**] [**] [**] [**] [**] [**] [**] [**]
MOROCCO 210 [**] [**] [**] [**] [**] [**] [**] [**] [**]
MOZAMBIQUE 258 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NAMIBIA 264 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NAURU 674 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NEPAL 977 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NETHERLANDS 310 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NETHERLANDS 599 [**] [**] [**] [**] [**] [**] [**] [**] [**]
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ [**] [**] [**] [**] [**] [**] [**] [**] [**]
37
NEW 687 [**] [**] [**] [**] [**] [**] [**] [**] [**]
CALEDONIA
NEW 640 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ZEALAND
NICARAGUA 505 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NIGER 227 [**] [**] [**] [**] [**] [**] [**] [**] [**]
REPUBLIC
NIGERIA 234 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NIUE 683 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NORTH KOREA 850 [**] [**] [**] [**] [**] [**] [**] [**] [**]
NORWAY 470 [**] [**] [**] [**] [**] [**] [**] [**] [**]
OCEAN 871 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ATLANTIC E
OCEAN 874 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ATLANTIC W
OCEAN 873 [**] [**] [**] [**] [**] [**] [**] [**] [**]
INDIAN
OCEAN 872 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PACIFIC
OMAN 968 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PAKISTAN 920 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PALAU 680 [**] [**] [**] [**] [**] [**] [**] [**] [**]
REPUBLIC
PANAMA 507 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PAPUA N. 675 [**] [**] [**] [**] [**] [**] [**] [**] [**]
GUINEA
PARAGUAY 595 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PERU 510 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PHILIPPINES 630 [**] [**] [**] [**] [**] [**] [**] [**] [**]
POLAND 480 [**] [**] [**] [**] [**] [**] [**] [**] [**]
PORTUGAL 351 [**] [**] [**] [**] [**] [**] [**] [**] [**]
QATAR 974 [**] [**] [**] [**] [**] [**] [**] [**] [**]
REUNION 262 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLAND
ROMANIA 400 [**] [**] [**] [**] [**] [**] [**] [**] [**]
RUSSIA 700 [**] [**] [**] [**] [**] [**] [**] [**] [**]
RWANDA 250 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SAN MARINO 378 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SAO TOME 239 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SAUDI ARABIA 966 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SENEGAL 221 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SERBIA/MONT 381 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ENEGRO
SEYCHELLES 248 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SIERRA LEONE 232 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SINGAPORE 650 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SLOVAKIA 427 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SLOVENIA 386 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SOLOMON 677 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ISLANDS
SOMALIA 252 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SOUTH AFRICA 270 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SPAIN 340 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SRI LANKA 940 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ST. HELENA 290 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ST. KITTS 809465 [**] [**] [**] [**] [**] [**] [**] [**] [**]
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ [**] [**] [**] [**] [**] [**] [**] [**] [**]
ST. PIERRE 508 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ST. ▇▇▇▇▇▇▇ 809456 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SUDAN 249 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SURINAME 597 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SWAZILAND 268 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SWEDEN 460 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SWITZERLAND 410 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SYRIAN 963 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ARABREP
TAIWAN 886 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TAJIKISTAN 700 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TANZANIA 255 [**] [**] [**] [**] [**] [**] [**] [**] [**]
THAILAND 660 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TOGO 228 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TONGA 676 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TRINIDAD 809622 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TUNISIA 216 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TURKEY 900 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TURKMENISTAN 700 [**] [**] [**] [**] [**] [**] [**] [**] [**]
TUVALU 688 [**] [**] [**] [**] [**] [**] [**] [**] [**]
UGANDA 256 [**] [**] [**] [**] [**] [**] [**] [**] [**]
UKRAINE 285 [**] [**] [**] [**] [**] [**] [**] [**] [**]
UNITED A.E. 971 [**] [**] [**] [**] [**] [**] [**] [**] [**]
UNITED 440 [**] [**] [**] [**] [**] [**] [**] [**] [**]
KINGDOM
URUGUAY 598 [**] [**] [**] [**] [**] [**] [**] [**] [**]
UZBEKISTAN 700 [**] [**] [**] [**] [**] [**] [**] [**] [**]
VANUATU 678 [**] [**] [**] [**] [**] [**] [**] [**] [**]
VENEZUELA 580 [**] [**] [**] [**] [**] [**] [**] [**] [**]
VIETNAM 840 [**] [**] [**] [**] [**] [**] [**] [**] [**]
WALLIS ISL 681 [**] [**] [**] [**] [**] [**] [**] [**] [**]
WESTERN 685 [**] [**] [**] [**] [**] [**] [**] [**] [**]
SAMOA
YEMEN 969 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ZAIRE 243 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ZAMBIA 260 [**] [**] [**] [**] [**] [**] [**] [**] [**]
ZIMBABWE 263 [**] [**] [**] [**] [**] [**] [**] [**] [**]
For Bahamas, Std is defined as 8:00 AM to 11:00 PM local time in the originating
city.
For Bahamas, Disc and Econ are defined as 11:00 PM to 8:00 AM local time
in the originating city.
For Pakistan, Standard is defined as 12:00 AM to 7:00 AM local time in the
originating city.
For Pakistan, Disc and Econ are defined as 7:00 AM to 12:00 AM local time in the
originating city.
For Saudi Arabia, Std is defined as 8:00 AM to 6:00 PM and 12:00 AM to 4:00 AM
local time in the originating city.
For Saudi Arabia, Disc and Econ are defined as 6:00 PM to 12:00 AM and 4:00 AM
to 8:00 AM local time in the originating city.
For United A.E., Std is defined as 9:00 AM to 12:00 AM local time in the
originating city.
For United A.E., Disc and Econ are defined as 12:00 AM to 9:00 AM local time in
the originating city.
-32-
38
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-16
INTERNATIONAL DIRECTORY ASSISTANCE
BASE RATES
--------------------------------------------------------------------------------
Resale Resale Resale
Country Direct Direct Extension Connect One Plus
--------------------------------------------------------------------------------
Caribbean [**] [**] [**]
ALL [**] [**] [**]
--------------------------------------------------------------------------------
BASE RATES
--------------------------------------------------------------------------------
Resale Resale Resale
Canada NPA's Direct Direct Extension Connect One Plus
--------------------------------------------------------------------------------
ALL [**] [**] [**]
--------------------------------------------------------------------------------
Directory Assistance rates not eligible for Discounts
-37-
39
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-17
OTHER INTERNATIONAL TOLL FREE (US INBOUND) DIRECT TOLL FREE BASE RATES
BASE RATE BASE RATE
COUNTRY Per MINUTE COUNTRY Per Minute
------- ---------- ------- ----------
ANTIGUA [**] LIECHTENSTEIN [**]
AUSTRALIA [**] LUXEMBOURG [**]
BAHAMAS [**] MACAO [**]
BAHRAIN [**] MALAYSIA [**]
BARBADOS [**] MONACO [**]
BELGIUM [**] NETHERLAND ANTILLES [**]
BERMUDA [**] NETHERLANDS [**]
BRAZIL [**] NEW ZEALAND [**]
CAYMAN ISLAND [**] NICARAGUA [**]
CHILE [**] NORWAY [**]
CHINA [**] PANAMA [**]
COLOMBIA [**] PHILIPPINES [**]
COSTA RICA [**] PORTUGAL [**]
CYPRUS [**] RUSSIA [**]
DENMARK [**] SAIPAN [**]
DOMINICAN REP [**] SAUDI ARABIA [**]
ECUADOR [**] SINGAPORE [**]
EGYPT [**] SOUTH AFRICA [**]
EL SALVADOR [**] KOREA, (SOUTH) [**]
FIJI [**] SAN MARINO [**]
FINLAND [**] SPAIN [**]
FRANCE [**] SWEDEN [**]
GERMANY [**] SWITZERLAND [**]
GUAM [**] SYRIAN ARAB REP. [**]
GUATEMALA [**] TAIWAN [**]
HONG KONG [**] THAILAND [**]
INDONESIA [**] TRINIDAD [**]
IRELAND [**] TURKEY [**]
ISRAEL [**] UNITED KINGDOM [**]
ITALY [**] VATICAN CITY [**]
JAPAN [**] VENEZUELA [**]
---------------------------------------------------------------------
Monthly Volume of
Carrier Transport ITFS Usage Discount 1
---------------------------------------------------------------------
$0 - $[**] [**]
[**] [**] [**]
[**] [**] [**]
[**] + [**]
---------------------------------------------------------------------
-38-
40
Attachment D-1
INTERSTATE ADJUSTMENT (INTRASTATE)
Base Rates
Resale Resale Resale Resale Resale Resale
Connect Connect Connect Resale Direct Direct Direct Toll
State One Plus TollFree FONcard Direct Extension Toll Free Free Ext.
AK [**] [**] [**] [**] [**] [**] [**]
AL [**] [**] [**] [**] [**] [**] [**]
AR [**] [**] [**] [**] [**] [**] [**]
AZ [**] [**] [**] [**] [**] [**] [**]
CAa [**] [**] [**] [**] [**] [**] [**]
CA [**] [**] [**] [**] [**] [**] [**]
CO [**] [**] [**] [**] [**] [**] [**]
CT [**] [**] [**] [**] [**] [**] [**]
DE [**] [**] [**] [**] [**] [**] [**]
FL [**] [**] [**] [**] [**] [**] [**]
GA [**] [**] [**] [**] [**] [**] [**]
HI [**] [**] [**] [**] [**] [**] [**]
IA [**] [**] [**] [**] [**] [**] [**]
ID [**] [**] [**] [**] [**] [**] [**]
IL [**] [**] [**] [**] [**] [**] [**]
IN [**] [**] [**] [**] [**] [**] [**]
KS [**] [**] [**] [**] [**] [**] [**]
KY [**] [**] [**] [**] [**] [**] [**]
LA [**] [**] [**] [**] [**] [**] [**]
MA [**] [**] [**] [**] [**] [**] [**]
MD [**] [**] [**] [**] [**] [**] [**]
ME [**] [**] [**] [**] [**] [**] [**]
MI [**] [**] [**] [**] [**] [**] [**]
MN [**] [**] [**] [**] [**] [**] [**]
MO [**] [**] [**] [**] [**] [**] [**]
MS [**] [**] [**] [**] [**] [**] [**]
MT [**] [**] [**] [**] [**] [**] [**]
NC [**] [**] [**] [**] [**] [**] [**]
ND [**] [**] [**] [**] [**] [**] [**]
NE [**] [**] [**] [**] [**] [**] [**]
NH [**] [**] [**] [**] [**] [**] [**]
NJ [**] [**] [**] [**] [**] [**] [**]
NM [**] [**] [**] [**] [**] [**] [**]
NV [**] [**] [**] [**] [**] [**] [**]
NY [**] [**] [**] [**] [**] [**] [**]
OH [**] [**] [**] [**] [**] [**] [**]
OK [**] [**] [**] [**] [**] [**] [**]
OR [**] [**] [**] [**] [**] [**] [**]
PA [**] [**] [**] [**] [**] [**] [**]
RI [**] [**] [**] [**] [**] [**] [**]
SC [**] [**] [**] [**] [**] [**] [**]
SD [**] [**] [**] [**] [**] [**] [**]
TN [**] [**] [**] [**] [**] [**] [**]
TX [**] [**] [**] [**] [**] [**] [**]
UT [**] [**] [**] [**] [**] [**] [**]
VA [**] [**] [**] [**] [**] [**] [**]
VT [**] [**] [**] [**] [**] [**] [**]
WA [**] [**] [**] [**] [**] [**] [**]
WI [**] [**] [**] [**] [**] [**] [**]
WV [**] [**] [**] [**] [**] [**] [**]
WY [**] [**] [**] [**] [**] [**] [**]
a. Interstate Adjustment Base Rate for California Intrastate/Intralata.
All states are Intrastate/Interlata traffic unless otherwise specified. The
above listed base rates are not eligible for any tarrif or contractual discounts
1s.
FONCARD BONG SURCHARGE (PER CALL)
-----------------------
State Rate
-----------------------
All [**]
-----------------------
FONCard Surcharge not eligible for Discounts
-30-
41
AMENDMENT TO
CARRIER TRANSPORT SWITCHED SERVICES AGREEMENT
THIS AMENDMENT (the "Amendment") is made by SPRINT COMMUNICATIONS COMPANY L.P.
("Sprint") and NETWORK PLUS, INC. ("Customer"), to that certain Carrier
Transport Switched Services Agreement which was executed on or about June 1998
(the "Agreement"). Sprint and Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties amend the
Agreement as follows:
1. The following Attachments, or parts of an Attachment, are stricken from the
Agreement in their entirety. Each Attachment, or part of an Attachment, so
stricken shall be replaced as part of the Agreement with the attachment to this
Amendment that bears the same title or heading.
* Attachments C-12 through C-15 entitled "Other International Base Rates"
are amended as attached.
2. This Amendment shall become effective the first day of the second month
following the month in which it is executed by Sprint.
3. All other terms and conditions of the Agreement shall remain in full force
and effect.
4. Sprint's offer to amend the Agreement shall be withdrawn if this Amendment
is not executed by both Parties within 45 days after July 1, 1998.
EXECUTED and made effective as provided herein.
NETWORK PLUS, INC. SPRINT COMMUNICATIONS COMPANY L.P.
By:___________________________ By:_________________________________________
▇▇▇▇ ▇▇▇▇▇▇
Title:_____________________ Vice President - Wholesale Services Group
Date:_________________________ Date:_______________________________________
-33-
42
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Attachment C-12 -- C-15 Amended
Other International Base Rates
--------------------------------------------------------------------------------
Resale District
Country Ctry Code Std Disc Econ
--------------------------------------------------------------------------------
ARGENTINA 540 [**] [**] [**]
BELGIUM 320 [**] [**] [**]
BENIN 229 [**] [**] [**]
BRAZIL 550 [**] [**] [**]
BURUNDI 257 [**] [**] [**]
CAPE VERDE ISLAND 238 [**] [**] [**]
FRANCE 330 [**] [**] [**]
INDONESIA 620 [**] [**] [**]
IRELAND 353 [**] [**] [**]
ITALY 390 [**] [**] [**]
JAPAN 810 [**] [**] [**]
PORTUGAL 351 [**] [**] [**]
SERBIA/MONTENEGRO 381 [**] [**] [**]
SOUTH AFRICA 270 [**] [**] [**]
SPAIN 340 [**] [**] [**]
TAIWAN 886 [**] [**] [**]
--------------------------------------------------------------------------------
Note: The Other International Base Rates listed above are not eligible for
any tariff or contractual discounts.
-34-
43
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
AMENDMENT TO
RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT
THIS AMENDMENT (the "Amendment") is made by SPRINT COMMUNICATIONS
COMPANY L.P. ("Sprint") and NETWORK PLUS, INC. ("Customer"), to that certain
Resale Solutions Switched Services Agreement which was executed on or about
February, 1998 (the "Agreement"). Sprint and Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties amend the
Agreement as follows:
1. The following Attachments, or parts of an Attachment, are stricken from
the Agreement in their entirety. Each Attachment, or part of an Attachment, so
stricken shall be replaced as part of the Agreement with the attachment to this
Amendment that bears the same title or heading.
- "Connect One Plus - Commercial" and "Connect Toll Free" sections of
Attachment C-4 entitled "Interstate Switched Network Extension"
- "Direct Network Extension" and "Direct Toll Free Extension" sections of
Attachment C-6 entitled "Interstate Dedicated Network Extension"
- Attachment C-7 is replaced in its entirety.
2. If this Amendment is executed by Customer and returned to Sprint on or
before October 15, 1998, the Amendment shall become effective on September 1,
1998; otherwise, the Amendment shall become effective the first day of the
second month following the month in which it is executed by Sprint.
3. All other terms and conditions of the Agreement shall remain in full
force and effect.
4. Sprint's offer to amend the Agreement shall be withdrawn if this
Amendment is not executed by both Parties within 45 days after October 1, 1998.
EXECUTED and made effective as provided herein.
NETWORK PLUS, INC. SPRINT COMMUNICATIONS COMPANY, L.P.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. By:
-------------------------- ---------------------------------
Title: President ▇▇▇▇ ▇▇▇▇▇▇, Vice President --
Wholesale Services Group
Date: 10/8/98 Date:
------- -------------------------------
44
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
ATTACHMENT C-4
INTERSTATE SWITCHED NETWORK EXTENSION
SPECIAL PROMOTIONAL RATE
FOR MINUTES OF RESALE CONNECT ONE PLUS-COMMERCIAL AND RESALE CONNECT TOLL FREE
USAGE FOR NEW ANIS, IN SERVICE ON OR AFTER THE EFFECTIVE DATE OF THIS AMENDMENT.
BASE RATES
--------------------------------------------------------------------------------
Resale Resale
Connect One Plus-Comm Connect Toll Free
LATA Group --------------------- ------------------------
Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
--------------------------------------------------------------------------------
2 [**] [**] [**] [**]
--------------------------------------------------------------------------------
See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rate are not eligible for
Discount 2.
DISCOUNT 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2
--------------------------------------------------------------------------------
Monthly Volume of Resale Resale
Carrier Transport Service Connect One Plus-Comm Connect Toll Free
--------------------- -------------------
Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
$0 + [**] [**] [**] [**]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
INTERSTATE SWITCHED NETWORK EXTENSION
THE RATE STRUCTURE BELOW WILL APPLY FOR MINUTES OF RESALE CONNECT ONE PLUS-
COMMERCIAL AND RESALE CONNECT TOLL FREE SERVICES INSTALLED AS OF THE EFFECTIVE
DATE OF THIS AMENDMENT.
45
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
BASE RATES
--------------------------------------------------------------------------------
Resale Resale
Connect One Plus-Comm Connect Toll Free
LATA Group --------------------- ------------------------
Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
--------------------------------------------------------------------------------
2 [**] [**] [**] [**]
--------------------------------------------------------------------------------
See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rates are not eligible for
Discount 2.
Discount 1: The above listed base rates are not eligible for any tariff on
contractual discount 1s.
DISCOUNT 2
--------------------------------------------------------------------------------
Monthly Volume of Resale Resale
Carrier Transport Service Connect One Plus-Comm Connect Toll Free
--------------------- -------------------
Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
$0 - [**] [**] [**] [**] [**]
--------------------------------------------------------------------------------
[**]+ [**] [**] [**] [**]
--------------------------------------------------------------------------------
46
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
ATTACHMENT C-6
INTERSTATE DEDICATED NETWORK EXTENSION
SPECIAL PROMOTIONAL RATE -
FOR MINUTES OF RESALE DIRECT NETWORK EXT. AND RESALE DIRECT TOLL FREE NETWORK
EXTENSION USAGE FOR NEW ANIS, INSTALLED ON OR AFTER THE EFFECTIVE DATE OF THIS
AMENDMENT.
BASE RATES
--------------------------------------------------------------------------------
Resale Resale
Direct Network Ext. Direct Toll-Free Net. Ext.
LATA Group ----------------------------------------------------
Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
--------------------------------------------------------------------------------
2 [**] [**] [**] [**]
--------------------------------------------------------------------------------
3 [**] [**] [**] [**]
--------------------------------------------------------------------------------
SEE LATA GROUP DESCRIPTIONS. GROUP 2 AND 3 RATES ARE NOT ELIGIBLE FOR
DISCOUNT 1.
DISCOUNT 1
--------------------------------------------------------------------------------
Resale Resale
Volume of Dedicated Direct Network Ext. Direct Toll-Free Net. Ext.
Network Ext. usage for ----------------------------------------------------
new ANIs Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
$0 -[**] [**] [**] [**] [**]
--------------------------------------------------------------------------------
[**] + [**] [**] [**] [**]
--------------------------------------------------------------------------------
DISCOUNT 2 - the above listed base rates are not eligible for any tariff or
contractual discount 2s
--------------------------------------------------------------------------------
INTERSTATE DEDICATED NETWORK EXTENSION -
THE RATE STRUCTURE BELOW WILL APPLY FOR ALL DIRECT NETWORK EXTENSION AND DIRECT
TOLL FREE EXTENSION SERVICES INSTALLED AS OF THE EFFECTIVE DATE OF THIS
AMENDMENT.
47
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
BASE RATES
--------------------------------------------------------------------------------
Resale Resale
Direct Network Ext. Direct-Toll Free Net. Ext.
LATA Group ------------------- --------------------------
Peak OffPeak Peak OffPeak
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
--------------------------------------------------------------------------------
2 [**] [**] [**] [**]
--------------------------------------------------------------------------------
3 [**] [**] [**] [**]
--------------------------------------------------------------------------------
SEE LATA GROUP DESCRIPTIONS. GROUP 2 AND 3 RATES ARE NOT ELIGIBLE FOR
DISCOUNT 2.
DISCOUNT 1 - the above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2
--------------------------------------------------------------------------------
Resale Resale
Monthly Volume of Direct Network Ext. Direct-Toll Free Net. Ext.
Carrier Transport Service ------------------- --------------------------
Peak OffPeak Peak OffPeak
----------------------------------- --------------------------------------------
$0 + [**] [**] [**] [**]
--------------------------------------------------------------------------------
48
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
ATTACHMENT C-7
INTERSTATE CARRIER DEDICATED SERVICE
BASE RATES
--------------------------------------------------------------------------------
RESALE RESALE
DIRECT DIRECT TOLL FREE
LATA Group -------------------------- ------------------------
PEAK OFFPEAK PEAK OFFPEAK
--------------------------------------------------------------------------------
1 [**] [**] [**] [**]
2 [**] [**] [**] [**]
3 [**] [**] [**] [**]
4 [**] [**] [**] [**]
5 [**] [**] [**] [**]
6 [**] [**] [**] [**]
7 [**] [**] [**] [**]
SEE LATA GROUP DESCRIPTIONS. RESALE DIRECT LATA GROUP 6 AND 7 RATES ARE NOT
ELIGIBLE FOR DISCOUNT 2. RESALE DIRECT TOLL FREE LATA GROUP 2 AND 3 RATES ARE
NOT ELIGIBLE FOR DISCOUNT 2. INTERSTATE USAGE ORIGINATING FROM/TERMINATING TO
NON-▇▇▇▇ EXCHANGES WILL INCUR AN ADDITIONAL PER MINUTE INTERSTATE SWITCHED
ORIGINATION/TERMINATION CHARGE AS INDICATED ON ATTACHMENT B.
DISCOUNT 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
DISCOUNT 2
--------------------------------------------------------------------------------
Resale Resale
Monthly Volume of Direct Direct-Toll Free
Carrier Transport Service ----------------- ---------------------
Peak OffPeak Peak OFFPEAK
--------------------------------------------------------------------------------
$0 + [**] [**] [**] [**]