(*****) Confidential Treatment Requested
The redacted material, separately filed with the Commission.
CONFIDENTIAL
--------------
TRANSCENDTM
AMENDED AND RESTATED
PROGRAM ENROLLMENT TERMS
These Amended and Restated Program Enrollment Terms (the "Amended PET") are
made by and between WorldCom Network Services, Inc. d/b/a WilTel ("WilTel") and
Excel Telecommunications, Inc. ("Customer") and are a part of their agreement
for switched services, more particularly identified as TSA #EXC-960415 (the
"TSA"). In accordance with the TSA, charges to Customer for Service obtained
thereunder shall be subject to the charges and discounts set forth below and the
TSA shall be deemed to include all of the terms and conditions set forth herein.
The TSA, this Amended PET and the Service Schedule are collectively referred to
as the "Agreement".
1. PRIOR AGREEMENTS:
(A) The parties acknowledge that they previously executed those certain
TRANSCEND Program Enrollment Terms dated as of May 31, 1996 (the
"Prior PET"). As of the Effective Date (as defined in Section 2
below), the parties agree that the Prior PET shall be canceled in its
entirety and of no further force or effect with the exception of
certain accrued obligations arising under the Prior PET such as the
payment of money or application of credits accruing prior to the
Effective Date. Further, as of the Effective Date, all Service
currently being provided Customer under the Agreement will be
provisioned and maintained by WilTel taking into account the terms and
conditions of this Amended PET.
(B) The parties further acknowledge that there exists that certain
TRANSCEND Telecommunications Services Agreement between WilTel and
Telco Communications Group, Inc. (processor-in-interest to Customer;
"Telco") including those certain Program Enrollment Terms, Service
Schedule, Amendment No. 1 and Amendment No. 2 (collectively, the
"Prior Telco Agreement"). As of December 1, 1997, the parties agree
that the Prior Telco Agreement shall be canceled in its entirety and
of no further force or effect with the exception of certain accrued
obligations arising under the Prior Telco Agreement such as the
payment of money or application of credits accruing prior to December
1, 1997. Further, as of December 1, 1997, all Service currently being
provided Customer under the Prior Telco Agreement will be provisioned
and maintained by WilTel under this Agreement taking into account the
terms and conditions of this Amended PET, including without
limitation, the rates and charges set forth herein.
2. SERVICE TERM: The parties agree to substitute Subsection 1(a) of the TSA to
read in its entirety as follows:
(A) Effective Date:This Agreement shall commence as of October 16, 1997
(the "Effective Date") and shall continue through and include May 30,
2000 (the "Initial Service Term"). Upon expiration of the Initial
Service Term, this Agreement shall automatically renew for successive
one (1) year terms ("Extension Periods"), unless either party gives
ninety (90) days' written notice prior to the expiration of the
Initial Service Term or any Extension Period. Customer shall be liable
for all charges associated with actual usage of the Services in
question during the Service Term and any extension thereof.
3. RATES: Rates for Services hereunder will be generally comprised of the
following charges, if applicable: (i) local exchange company ("LEC")
charges (including without limitation, access charges, egress charges, SMS
800 queries, etc.), (ii) domestic transport charges (i.e., transport within
the continental United States), (iii) if applicable, Non-Mainland transport
charges or International transport charges, and (iv) applicable surcharges
(e.g., directory assistance). For illustration purposes only, attached
hereto are examples of how the various charges are applied based solely on
the assumptions and information shown therein.
(A) DOMESTIC TRANSPORT CHARGES.
(1) "Domestic Transport Charges" are based on the location (i.e., Tier
A, Tier B or Tier C) of the originating and terminating local access
transport areas ("LATAs") (excluding TRAVEL CARD Service). A list of
the LATAs comprising Tier A, Tier B and Tier C LATAs is shown on
Schedule "1" attached hereto and incorporated herein by reference
which Schedule "1" may be amended from time to time by WilTel. The
Domestic Transport Charge will be assessed on all completed or
answered calls and will be based upon the number of originating
seconds. Transport Charges will be billed in six-second increments and
will be subject to a six-second minimum charge. The Transport Charge
for each Tier (the "Tier Charge") relative to each Service is shown
below:
(2) The Tier Charges for interstate SWITCHED ACCESS Service and both
interstate and intrastate DEDICATED ACCESS Service calls (regardless
of time of day) within the continental United States are shown below.
With respect to interstate SWITCHED ACCESSS Service and both
interstate and intrastate DEDICATED ACCESS Service calls within the
continental United States, the Domestic Transport Charge will be
comprised of an originating tier Charge and a terminating Tier Charge.
Example: Assume a call originates in a Tier A LATA and terminates in a
Tier B LATA. The Transport Charge will be (*****) comprised of the
originating Tier Charge (*****) and the terminating Tier Charge
(*****).
(i) BASE RATES - Day
Tier A (*****)
Tier B (*****)
Tier C (*****)
(ii) BASE RATES - Nonday
Tier A (*****)
Tier B (*****)
Tier C (*****)
The Table below shows the total Tier Charges for SWITCHED ACCESS
Service and DEDICATED ACCESS Service calls taking into account the
various originating tiers and terminating tiers.
(iii) BASE RATES - Day
Tier A Tier B Tier C
Tier A (*****) (*****) (*****)
Tier B (*****) (*****) (*****)
Tier C (*****) (*****) (*****)
(iv) BASE RATES - Nonday
Tier A Tier B Tier C
Tier A (*****) (*****) (*****)
Tier B (*****) (*****) (*****)
Tier C (*****) (*****) (*****)
With respect to calls from the continental United States to Alaska,
Hawaii, Puerto Rico, the United States Virgin Islands and Canada
("Non-Mainland"), or to an International locations, the Domestic
Transport Charge will be comprised of the applicable originating Tier
Charge and the terminating Tier Charge which will be deemed to be Tier
A. With respect to 800 calls (and 1+ calls from Hawaii only) from a
Non-Mainland location to the continental United States, the Domestic
Transport Charge will be comprised of the originating Tier Charge
which will be deemed to be Tier A and the applicable terminating Tier
Charge.
(3) The Tier Charges for Intrastate SWITCHED ACCESS Service calls
regardless of time of day) are shown on Schedule "2" attached hereto
and incorporated herein by reference ("Special Intrastate Charges")
which Special Intrastate Charges are subject to the Discount shown in
subsections 4(F) and 4(G), whichever is applicable. At any time during
the Service Term, Customer may elect to modify all of its intrastate
SWITCHED ACCESS Service Tier Charges to the Tier Charges shown in
Subpart (2) above all of which charges will be subject to the Discount
shown in Subsection 4(E) below. In such cases the effective date for
the change in all such charges will be the first day of the month
following at least thirty (30) days' prior written notice to WilTel.
(4) The Tier Charges for Carrier TERMINATION Service calls (regardless
of jurisdiction or time of day) within the continental United States
or from the continental United States to an International location are
shown below. The Domestic Transport Charge will be comprised of the
applicable Tier Charge based on the Tier to which the call is
terminated.
Tier A (*****)
Tier B (*****)
Tier C (*****)
(5) The Tier Charges for Carrier 800 ORIGINATION Service calls
(regardless of jurisdiction or time of day) within the continental
United States are shown below. The Domestic Transport Charge will be
comprised of the applicable Tier Charge based on the Tier from which
the call is originated.
Tier A (*****)
Tier B (*****)
Tier C (*****)
(6) With respect to Directory Assistance calls within the continental
United States and to Canada, the domestic Transport Charge will be
comprised of the applicable originating Tier Charge and the
terminating Tier Charge which will be deemed to be Tier A.
(B) NON-MAINLAND TRANSPORT CHARGES.
(1) With respect to calls originating in the continental United States
and terminating to a Non-Mainland location (including directory
assistance calls to Canada), the following "Non-Mainland Transport
Charges" will apply in additional to any applicable Domestic Transport
Charge as described in Subsection 3(A) above:
Non-Mainland Location Non-Mainland Transport Charge
Alaska (*****)
Hawaii (*****)
Puerto Rico (*****)
US Virgin Islands (*****)
Canada (*****)
(2) With respect to 800 calls ( and 1+ calls from Hawaii only)
originating from a Non-Mainland location and terminating to the
continental United States, the following Non-Mainland Transport
Charges will apply in addition to any applicable domestic Transport
Charge as described in Subsection 3(A) above:
Non-Mainland Location Non-Mainland Transport Charge
Alaska (*****)
Hawaii (*****)
Puerto Rico (*****)
US Virgin Islands (*****)
Canada (*****)
(C) INTERNATIONAL TRANSPORT CHARGES.
Commencing as of December 1, 1997, with respect to calls
originating in the continental United States and terminating to
an International location (i.e., other than a Non-Mainland
location), Customer's "International Transport Charge" will be
those charges shown on Schedule "3" attached hereto and
incorporated herein by reference. Prior to December 1, 1997,
Customer's International Transport Charge shall be those charges
in effect as of the Effective Date described in Section 2 of this
amended PET.
(D) LEC CHARGES.
(1) "LEC Charges" include Access Charges, Egress Charges and SMS 800
queries. "Access Charges" and "Egress Charges" are per minute costs
reasonably calculated by WilTel in accordance with this Agreement
between the applicable WilTel point of presence and the terminating or
originating point, and rated at the applicable end office (NPA-NXX)
level using switched tandem access rates and charges (excluding TRAVEL
CARD Service). Director Assistance calls will only be assessed the
applicable Access Charge. Customer will also pay WilTel a (*****)
administrative charge which is assessed on the total of Customer's
monthly LEC Charges (the "Administrative Fee"). The NPA-NXX is
generally identified by the end user's automated number identification
("ANI"); provided, however, in the event there is not an identified
originating ANI, the NPA-NXX will be assigned based on WilTel's
originating trunk group. The terminating NPA-NXX will be identified by
the dialed number; provided, however, in the event there is not an
identified dialed number, the NPA-NXX will be assigned based on
WilTel's terminating trunk group.
(2) The per minute rates utilized by WilTel in determining the
applicable Access Charges and Egress Charges are described in the
local exchange carrier's ("LECs") applicable tariffs and are exclusive
of any discounts based on minute or term commitments. In the event the
LECs provide discounts which Customer would receive based solely on
its own traffic, and such discounts have a material effect on
Customer's total charges for Services provided hereunder, WilTel and
Customer agree to negotiate in good faith concerning the calculation
of all LEC charges to reflect the charges Customer would pay based
solely on Customer's usage. The Access Charges and Egress Charges may
include, without limitation, the components and elements described
below; provided, however, the terminology with respect to these
components and elements may vary among LECs. The Access Charges and
Egress Charges will be calculated taking into effect whether the call
is interstate, intrastate or intraLATA, the direction of the call
(i.e., whether originating or termination), whether the call is
premium or non premium (if applicable), the mileage, the meet point
(if applicable) and the call type (i.e., 1+ or 800). WilTel may also
apply any other rating elements which are assessed by the LECs or
third parties (e.g., regulatory fee assessments or non-standard LEC
access components) whether such charges are based per access line, per
business line, per market share, per call, etc. (e.g., the Arkansas
Carrier Common Line charge which is assessed by a regulatory body and
allocated to the LECs) (collectively, the "Other Charges"). Upon
reasonable request by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees to substantiate how
▇▇▇▇▇▇ calculated the cost per minute with respect to the Other
Charges. With respect to those LECs utilizing a "time of day"
differential (i.e., Day/Nonday, Day/Evening/Night, etc.), WilTel will
only use the "Day" rate provided by the LECs.
Component Elements
---------- ---------
Carrier Common Line Originating
Terminating
End Office Local Switching
Equal Access Recovery
Information Surcharge
Local Transport Termination
Tandem Switching
Facility
Interconnection
Entrance Facility DS-3 (month-to-month electrical)
Multiplexer (3/1 month-to-month)
(3) The Access Charges and Egress Charges are generally applied on a
per minute basis except for (i) the Local Transport Facility charge
which is based on minutes and mileage, and (ii) the Entrance Facility
rate and Multiplexer rate which are flat monthly rates which are
converted by WilTel to a cost per minute basis by dividing the
applicable DS-3 flat rate or the Multiplexer rate as found in the
applicable LEC tariff by (****). WilTel reserves the right to convert
any other flat rates assessed by the LECs into per minute charges. Any
per minute charges determined hereunder will be added to the
applicable Access Charges and Egress Charges. Upon thirty (30) days'
prior written notice, WilTel may also charge Customer for other
charges it is assessed by any LEC or the SMS 800 database
administrator for 800 number service (e.g., National Exchange Carrier
Association (NECA) charges, etc.), excluding any charges incurred by
WilTel solely for the purpose of maintaining its network.
Example: Assume the applicable LEC tariffed rate (i)
for entrance facility charges is (*****) per DS-3, and (ii)
for muxing is (*****) per 3/1 mux. The Entrance Facility
rate will be (********), (********), and the Multiplexer
rate will be (*****).
(4) Access Charges will commence when the call is originated and will
end when the call is disconnected. Customer will be assessed Access
Charges even if a call is not completed. Egress Charges will commence
when the call is answered and will end when the call is disconnected.
Access Charges and Egress Charges will not apply with respect to
dedicated access originations or terminations, respectively.
(E) TRANSCENDTM MANAGER.
WilTel agrees to provide Customer, at no cost to Customer, a windows-based
software program entitled "TranscendTM Manager" which will include, among
other things, the Transcend Database (as described herein) and various
management reports. The "TranscendTM Database" will contain the applicable
Access Charges and Egress Charges reasonably calculated by WilTel at each
LEC end office. The Database will be updated periodically to take into
account any tariff changes by the various LECs ("Tariff Changes"). Tariff
Changes received by WilTel on or before the fifteenth (15th) day of a month
and effective as of the first day of the following month or thereafter,
will be incorporated into the TranscendTM Database by the first day of the
month following WilTel's receipt thereof or the date such Tariff Changes
are effective, whichever is later.
(F) DIRECTORY ASSISTANCE SURCHARGE.
Directory assistance calls in the continental United States will be
assessed a surcharge of (*****) in addition to any applicable Domestic
Transport Charge as described in Subsection 3(A) above. Directory
assistance calls to Canada will be assessed a surcharge of (*****) in
addition to any applicable Domestic Transport Charge as described in
Subsection 3(A) above and the applicable Non-Mainland Transport Charge as
described in Subsection 3(B) above.
(G) TRAVEL CARD SERVICE RATES.
(1) Basic Interstate TRAVEL CARD Service Rates Per Minute: (*****)
Day, (*****) Nonday.
(2) Basic Intrastate TRAVEL CARD Service Rates Per Minute [NOT SUBJECT
TO DISCOUNT]: SEE ATTACHED INTRASTATE SWITCHED ACCESS RATE SCHEDULE
FOR BASIC TRAVEL CARD SERVICE.
(3) International TRAVEL CARD Service Rates Per Minute [NOT SUBJECT TO
DISCOUNT]: SEE ATTACHED INTERNATIONAL SWITCHED ACCESS RATE SCHEDULE
FOR BASIC TRAVEL CARD SERVICE. International TRAVEL CARD Service calls
from the domestic United States to International locations (other than
Canada) are subject to a surcharge of (*****) per call.
(4) TRAVEL CARD Service Rates Per Minute from the domestic United
States to Canada [NOT SUBJECT TO DISCOUNT]: (*****) Day, (*****)
Nonday. TRAVEL CARD Service calls from the domestic United States to
Canada are subject to a surcharge of (*****) per call.
(5) TRAVEL CARD Service Rates Per Minute from Canada to the domestic
United States [NOT SUBJECT TO DISCOUNT]: (****) Day, (*****) Nonday.
TRAVEL CARD Service calls from Canada to the domestic United States
are subject to a surcharge of (*****) per call.
(6) Enhanced TRAVEL CARD Service Pricing [NOT SUBJECT TO DISCOUNT]:
Enhanced features to the TRAVEL CARD Service are available as
described in the attached schedule for Enhanced TRAVEL CARD Service
Pricing.
(7) TRAVEL CARD Service Discount: (*****).
4. DISCOUNTS:
(A) For purposes of this Agreement, Customer's "Monthly Revenue Level":
will be comprised of Customer"s gross (i.e., prior to the application of
any discounts) (i) Transport Charges (i.e., Domestic, Non-Mainland and
International); (ii) LEC charges (including Other Charges); (iii) Director
Assistance surcharges; (iv) TRAVEL CARD Service charges; (v) the
Administrative Fee described in Subsection 3(D) (1) above; (vi) (*****)
times Customer's first (*****) of monthly recurring private line
interexchange service charges (including both domestic and international)
from WilTel; (vii) (*****) times Customer's second (*****) of monthly
recurring private line interexchange service charges (including both
domestic and international) from WilTel; and, (viii) Customer's monthly
recurring private line interexchange service charges (including both
domestic and international) from WilTel in excess of (*****) Customer's
Monthly Revenue Level will not include any pro rata charges, ancillary or
special feature charges, such as, Authorization codes or CDR Tapes, or any
other charges other than those identified by the relevant WilTel invoice as
monthly recurring private line interexchange service charges or the
switched service charges specifically mentioned in this Subsection (A).
(B) Commencing with the Effective Date and continuing through the end of
the Initial Service Term, Customer will receive the applicable discount
percentages (the "Discount") shown in subsections (C), (D), (E), (F) (if
applicable) and (G)(if applicable) below. The discount will only be applied
to Customer's Domestic Transport Charges as described in Subsection 3(A)
above and Customer's Non-Mainland Transport Charges to Non-Mainland
locations (excluding Canada).
(C) TERMINATION Service: (*****).
(D) 800 ORIGINATION Service: (*****).
(E) SWITCHED ACCESS Service and DEDICATED ACCESS Service (1+ and 800)
within the continental United States: (*****).
(F) Intrastate SWITCHED ACCESS Service excluding California, Florida, New
York and Texas (i.e., if the Special Intrastate Charges described in
Subsection 3 (A)(3) apply: (*****).
(G) Intrastate SWITCHED ACCESS Service in California, Florida, New York and
Texas (i.e., if the Special Intrastate Charges described in Subsection 3
(A)(3) apply): (*****).
(H) SWITCHED ACCESS Service and DEDICATED ACCESS Service to Non-Mainland
locations only (excluding Canada): (*****).
(I) During the Initial Service Term of the Agreement (including any
Extension Periods), accumulated credits derived from the applicable
Discounts will be applied in arrears commencing with the first day of the
month following the Effective Date, that is, the Discount will be applied
to those charges as described in Subsection 4 (B) above for the preceding
month (the "Discount Period"). The initial Discount Period shall include
any partial calendar month following Start of Service, or such other time
basis as may be mutually determined by the parties.
(J) Each Discount will result in the application of a credit obtained
during the Discount Period to the WilTel invoice to Customer relevant to
the billed measured Switched Service for the calendar month next following
the completion of each Discount Period, provided Customer has paid
undisputed charges (including any late fees, if applicable) for that month
and has not otherwise been subject to a Suspension Notice in accordance
with the Agreement. Failure of Customer to comply with the foregoing
provision shall result in no credit for the Discount Period in question.
5. CUSTOMER'S COMMITMENT/DEFICIENCY CHARGE:
(A) Commencing as of May 31, 1996 and continuing through the end of the
Initial Service Term (the "Commitment Period"), Customer agrees to
maintain, on a take-or-pay basis, in the aggregate a Monthly Revenue Level
(as defined in Subsection 4(A) above) of at least the amounts shown below
by the end of the periods shown determined in a cumulative basis
(collectively, "Customer's Cumulative Commitment").
Period Customer's Cumulative Commitment
--------------- --------------------------------
End of Month 12 (*************)
End of Month 18 (*************)
End of Month 24 (*************)
End of Month 30 (*************)
End of Month 36 (*************)
End of Month 42 (*************)
(B) In the event Customer does not achieve Customer's applicable Cumulative
Commitment by the end of the respective Month listed, Customer will pay
WilTel (*****) of the difference between Customer's applicable Cumulative
Commitment and Customer's actual cumulative Monthly Revenue Level (as
described in Subsection 4(A) (the "Deficiency Charge"). Provided, however,
Customer may elect one (1) time during the Commitment Period to transfer up
to $15,000,000 of any Deficiency Charge to the immediately following period
in which case the applicable Cumulative Commitment for said period will be
deemed to include the transferred Deficiency Charge amount. The Deficiency
Charge will be due at the same time payment is due for Service provided to
Customer, or immediately in an amount equal to $900,000,000 less Customer's
actual cumulative Monthly Revenue Level if WilTel terminates the Agreement
based on Customer's default.
(C) Commencing as of October 16, 1997, in determining if Customer has
satisfied Customer's Cumulative Commitments, WilTel agrees to include
Telco's monthly switched service and private line charges from WilTel as
such charges are further defined in Subsection 4 (A) above in calculating
Customer's Cumulative Monthly Revenue Level. Therefore, with respect to
October 1997, ▇▇▇▇▇▇ agrees to include (i) (*****) of Telco's monthly
recurring private line interexchange charges from WilTel for October, 1997
Service (i.e., ▇▇▇▇▇'s private line invoice dated September 20, 1997), and
(ii) (*****) of Telco's applicable switched charges from WilTel for
October, 1997 Service (i.e., Telco's switched service invoice dated
November 1, 1997). Thereafter, WilTel will include (*****) of Telco's
applicable invoices.
6. OTHER AGREEMENTS: In consideration of the rates and discounts offered
hereunder to Customer as well as the unique and special pricing elements,
Customer acknowledges and agrees that this Agreement and the Services
described herein may not be combined with any other products or services
offered by WilTel, WilTel's parent company or WilTel's affiliates.
Therefore, ▇▇▇▇▇▇▇▇ acknowledges and agrees that:
(A) As of the Effective Date of this Agreement, (i) all switched
telecommunications services ("Existing Services") offered by WilTel
(formerly WilTel, Inc.), WilTel's parent company, WorldCom, Inc. (formerly
LDDS Communications, Inc.) or any of WilTel's affiliates, including without
limitation, IDB WorldCom Services, Inc. (hereinafter referred to as the
"WilTel Group"), which are currently being provided Customer (which for
purposes of this Section 6 will include Customer's parent company,
Customer's subsidiaries and any other entities under common control with
Customer; hereinafter referred to as the "Customer Group") pursuant to
existing service agreements ("Existing Agreements") will be canceled and no
longer in force or effect except for charges or credits due for Existing
Services rendered as of the Effective Date of this Agreement and provisions
intended to survive termination, such as limitation of liability,
indemnification and confidentiality, and (ii) all Existing Services
provided a member of the Customer Group by a member of the WilTel Group
will be provisioned under the terms and conditions of this Agreement.
Simultaneous with the execution of this Agreement, if applicable, Customer
shall cause all members of the Customer Group to agree to the cancellation
of such Existing Agreements and the provision of Existing Services under
the terms and conditions of this Agreement and Customer agrees to provide
WilTel with reasonable documentation evidencing such agreement.
(B) If Customer acquires a third party after the Effective Date of this
Agreement, and such third part has existing agreement(s) with a member of
the WilTel Group (collectively referred to as the "Existing Agreements")
for the provision of switched telecommunications services ("Existing
Services"), then ninety (90) days following the date of such acquisition
(or such earlier date contained in a written notice from Customer to
WilTel) (the "Transfer Date"), (i) the Existing Agreements will be canceled
and no longer in force or effect except for commitments, if any, contained
in such Existing Agreements and charges and credits due for Services
rendered prior to the Transfer Date, (ii) Existing Services will be
provisioned under this Agreement, and (iii) the aggregate commitment(s)
(e.g., revenue, volume, minute, etc.) remaining under such Existing
Agreements, if any, shall be added on a pro rata basis to the
commitment(s), if any, existing under this Agreement. Simultaneous with the
closing of such acquisition, Customer will cause such third party and all
of its affiliates who are parties to such Existing Agreements, to agree to
the cancellation of such Existing Agreements and the provision of Existing
Services under the terms and conditions of this Agreement and Customer
agrees to provide WilTel with reasonable documentation evidencing such
agreement.
Example: Assume (i) Customer's Commitment as described in Subsection
4(A) above is $500,000, (ii) there are twenty-four (24) months
remaining in the Service Term of this Agreement, and (iii) Customer
acquires a third party who has an existing switched telecommunications
services agreement with a member of the WilTel Group which contains a
minimum monthly revenue commitment of $250,000 and has ten (10) months
remaining in the term of such agreement. Customer's "new" Commitment
as described in Subsection 4(A) will be $604,166 for the remaining
twenty-four (24) months in the Service Term determined as follows:
$500,000 + [($250,000 x 10)/24] = $500,000 +$2,500,000/24 =
$500,000 + 104,166 = $604,166.
(C) If Customer merges or combines with a third party after the Effective
Date of this Agreement, and such third party has existing agreement(s) with
a member of the WilTel Group (collectively referred to as the "Other
Existing Agreements") for the provision of switched telecommunications
services ("Other Existing Services"), then ninety (90) days following the
date of such merger or combination (or such earlier date contained in a
written notice from Customer to WilTel) (the "Other Transfer Date"),
Customer must elect to either (i) cancel this Agreement, or (ii) cancel the
Other Existing Agreements (hereinafter referred to as the "Canceled
Agreement"). In such case, (a) charges and credits due for Services
rendered under the Canceled Agreement prior to the Other Transfer Date will
remain in full force and effect, (b) Other Existing Services under the
Canceled Agreement will be provisioned under the surviving Agreement, and
(c the aggregate commitment(s) (e.g., revenue, volume, minute, etc.)
remaining under the Canceled Agreement, if any, shall be added on a pro
rata basis to the commitment(s), if any, existing under the surviving
Agreement. Simultaneous with the closing of such combination or merger,
Customer will cause such third party and all of its affiliates who are
parties such Other Existing Agreements, to agree to the cancellation of
such Other Existing Agreements and the provision of Other Existing Services
under the terms and conditions of the surviving Agreement and Customer
agrees to provide WilTel with reasonable documentation evidencing such
agreement.
(D) If any member of the WilTel Group acquires, merges or combines with a
carrier with which Customer has a reseller or similar type agreement
("Other Carrier Agreement"), Customer may elect to transition all services
being provided under the Other Carrier Agreement to this Agreement.
Provided, in such case, all remaining commitment(s) under the Other Carrier
Agreement, if any, shall be added on a pro rata basis to the commitment(s),
if any, existing under this Agreement.
7. PIC PROCESS: As long as Customer is directly effecting the charge of its
End Users' primary interexchange carrier ("PIC Process"), all provisions
(or portions thereof) concerning such PIC Process (including without
limitation, Subsections 1(E), 2(C), 3(A), 3(B), 3(C) and 3(D) will not
apply. Provided, however, if at any time during the Initial Service Term or
any Renewal Period Customer requests WilTel to perform such PIC Process, in
whole or in part, such provisions (or portions thereof) shall be
applicable.
8. SERVICE REQUESTS: The parties agree to add Subsection 1(F) to read in its
entirety as follows:
(F) CDRs WilTel is able to collect, partition and duplicate at least
4,000,000 billable call detail records ("CDRs") for Customer per day.
WilTel agrees to archive such CDRs for a period of eighteen (18) months.
WilTel acknowledges that calls associated with ANIs which are not
identified in WilTel's database are identified as "Casual Calls" and are
not billed by WilTel after fourteen (14) days. Upon submission by Customer
of an ANI for processing, ▇▇▇▇▇▇ agrees to provide Customer with call
detail record information associated with such ANI which has not been
previously billed by WilTel.
9. CANCELLATION WITHOUT CHARGE: The parties agree to substitution Subsection 2
(C) of the TSA to read in its entirety as follows:
(C) Cancellation Without Charge notwithstanding anything to the contrary
contained in Subsection 2(A) above, Customer may cancel this Agreement
without incurring any cancellation charge if WilTel materially breaches any
of the warranties described below within the time frame described or, if
applicable, fails to cure such breach within any applicable cure period
("WilTel Breaches"). Provided, however, with respect to WilTel Breaches
described in Subparts (i), (iv) or (v), Customer must give WilTel written
notice of such default and an opportunity to cure such default within five
(5) days of such notice. In the event WilTel fails to cure any such default
within the five-day period on more than three (3) occasions within any six
(6) month period, WilTel will be deemed in breach of this Agreement and
Customer may cancel this Agreement without incurring any cancellation
charge.
(i) WilTel agrees to materially provide a long distance network with
transmission quality and availability consistent with
telecommunications common carrier industry standards, government
regulations and sound business practices. In the event of a cable cut
or other incident materially affecting WilTel's network, ▇▇▇▇▇▇ agrees
to use reasonable efforts to notify Customer within thirty (30)
minutes; provided, however, WilTel's failure to notify Customer will
not be deemed a breach of this Agreement by WilTel.
(ii) When measured over a thirty (30) day period, WilTel agrees to
materially deliver call detail records within (x) twenty-four (24)
hours of each day's traffic at least seventy-five percent (75%) of the
time, (y) forty-eight (48) hours at least ninety-five percent (95%) of
the time, and (z) seventy-two (72) hours at least ninety-eight percent
(98%) of the time (collectively, the "Delivery Standard"). In the
event WilTel fails to materially deliver call detail records within
the Delivery Standard on more than three (3) occasions within any
twelve (12) month period, WilTel will be deemed to be in breach of
this Agreement and Customer may cancel this Agreement without
incurring any cancellation charge.
(iii)WilTel agrees to materially process (x) SWITCHED ACCESS Service
(1+) Service Requests within twenty-four (24) hours of receipt of such
Service Requests, (y) DEDICATED ACCESS Service (800) Service Requests
within five days (excluding Sundays and nationally recognized
holidays) of receipt of such Service Requests, and (z) within
seventy-two (72) hours of receipt of such Service Requests in cases
where Customer's Responsible Organization (RESPORG) provides the 800
number collectively, the "Process Standard"). In the WilTel fails to
materially process Service Requests within the Process Standard on
more than three (3) occasions within any thirty (30) day period,
WilTel will be deemed to be in breach of this Agreement and Customer
may cancel this Agreement without incurring any cancellation charge.
(iv) WilTel agrees that its network will be engineered to that no more
than one call in one hundred originating calls will be blocked during
any hour. WilTel agrees to relieve blockage conditions by means of
rerouting terminating traffic to an off-network provider within
twenty-four (24) hours from the time such blockage occurs.
(v) WilTel agrees to monitor its network twenty-four (24) hours per
day, seven (7) days a week and agrees to act on problems materially
effecting transmission service within four (4) hours from the time
Customer notifies WilTel of a problem or WilTel identifies a problem.
In the event Customer submits a "trouble ticket" identifying specific
trouble items, Customer will have the ability to ascertain the status
of such trouble ticket and must give approval before said trouble
ticket is closed.
(vi) WilTel agrees that WilTel's administrative systems specifically
related to CDRs and the processing of ANIs under this Agreement will
be available at least ninety-eight percent (98%) of the time when
measured over a thirty (30) day period (excluding downtime every
twenty-four (24) hours between 10:00 p.m. and 7:00 a.m., other
scheduled downtimes mutually agreeable to both parties, and downtime
for new load implementation, backups, maintenance and unplanned
outages) ("WilTel's Systems Availability"). In the event WilTel's
Systems Availability is less than allowed hereunder (hereinafter
referred to as a "Systems Breach"), Customer agrees to notify WilTel
and ▇▇▇▇▇▇ agrees to notify Customer within forty-eight (48) hours
after receiving Customer's notice that the underlying problem has been
corrected ("Systems Cure Period"). Following WilTel's notice, WilTel's
Systems Availability will not be lower than ninety-eight percent (98%)
when measured over the following 7, 14, 21 and 30 day periods
thereafter. In the event a Systems Breach is not cured within the
Systems Cure Period (or after such Systems Cure Period occurs again
within the 7, 14, 21 or 30 day period thereafter), on more than three
(3) occasions within any twelve (12) month period, WilTel will be
deemed to be in breach of this Agreement and Customer may cancel this
Agreement without incurring any cancellation charge.
10. FRAUDULENT CALLS: The parties agree to substitute Subsection 4(B) of the
TSA to read in its entirety as follows:
(B) Fraudulent Calls: WilTel agrees to apply the same level of effort and
utilize the same methods and procedures to control long distance fraud for
Customer's long distance traffic carried over the WilTel network that any
member of the WilTel Group (as defined in Section 6 of the PET) does for
its own traffic. ▇▇▇▇▇▇ agrees to diligently pursue the detection and
elimination of fraud utilizing, but not limited to, the detection/screening
parameters, and methods listed below. The parties understand that there may
be as much as three (3) hours between a fraud event and WilTel's detection
thereof and that there may be occurrence of fraud which, regardless of
WilTel's diligent efforts, may go undetected. All call records selected for
fraud screening using the parameters stated below are subject to fraud
analyst's review, judgment, and discretion as to a decision whether fraud
is actually occurring. Except to the extent WilTel fails to comply with the
fraud control provisions set forth below through no fault of Customer, (i)
Customer shall indemnify and hold WilTel harmless from all costs, expenses
(including, without limitation, court costs and attorneys' fees), losses,
damages, liabilities, demands, charges, penalties, claims or actions
arising from fraudulent or unauthorized calls of any nature which may
comprise from fraudulent or unauthorized calls of any nature which may
comprise a portion of the Services; and (ii) Customer shall not be excused
from paying WilTel for Services provided to Customer or any portion thereof
on the basis that fraudulent or unauthorized calls comprised a
corresponding portion of the Services. Provided, however, ▇▇▇▇▇▇ agrees to
reasonably seek forgiveness of payments to the extent possible from
countries (such as Guyana and the Dominican Republic) where foreign
telephone companies have agreed to forego payments for disputed calls (in
the event WilTel does not reasonable seek for forgiveness, ▇▇▇▇▇▇ agrees to
be liable for such disputed calls). In the event WilTel discovers
fraudulent or unauthorized calls being made (or reasonably believes
fraudulent or unauthorized calls are being made), WilTel shall take action
with prompt, subsequent notice that is reasonably necessary to prevent such
fraudulent or unauthorized calls from continuing to take place, including
without limitation, denying Services to particular ANIs or terminating
Services to or from specific locations.
(i) Call records with invalid authorization codes.
(ii) Call records with invalid PIN digits.
(iii)Toll-free call records that are pay phone with a duration greater
than 3600 seconds.
(iv) Toll-free call records with a duration greater than 3600 seconds.
(v) Caribbean call records that are Dominican and have a duration
greater than 3600 seconds.
(vi) Call records that are domestic (not international) and are not
toll-free and have a duration greater than 4000 seconds.
(vii) International call records with a duration greater than 3600
seconds.
(viii)Call records with universal access numbers for travel card
services.
(ix) Calls from ANI or authcode with a duration greater than 4000
seconds.
(x) Calls with non-zero information digits.
(xi) International calls with an authcode or a FGB, or authcodes on
FGD if there are more than ten (10) calls within one (1) hour or with
a duration greater than 300 minutes.
(xii)Call records made with an authcode on FGB to area code 809, or
authcodes that are on FGD if there are more than ten (10) calls within
one (1) hour or with duration greater than 300 minutes.
(xiii)Originating ANI with more than ten (10) calls totaling more than
600 minutes.
(xiv)WilTel acknowledges that it is capable of providing the following
information upon reasonable request by customer: (w) three (3)
threshold alert levels mutually agreed to by the parties, (x) the
number of calls from a specific originating ANI, destination number,
international country code and billing number, (y) the number of
billable minutes from a specific originating ANI, destination number,
international country code and billing number, and (z) Customer's
capability to block and update the number database with respect to a
specific ANI, destination number, international country code or
billing number.
11. BILLING DISPUTES: The parties agree to substitute Subsections 5(A), 5(D)
and 5(E) of the TSA to read in their entirety as follows:
(A) Payment WilTel billings for Services hereunder are made on a monthly
basis (or such other basis as may be mutually agreed to by the parties)
following Start of Service. WilTel agrees to provide monthly summary
billing and invoicing information with identified originating and
terminating LATAs in order to allow Customer to reconcile its monthly CDR
billing records with CDRs delivered to Customer for such period. Subject to
Subsection 5(D) below, Services shall be billed at the rates set forth in
the PET and Service Requests, as the case may be. Discounts, if any,
applicable to the rates for certain Services are set forth in the PET.
Customer will pay all undisputed charges relative to each WilTel invoice
for Services within forty-five (45) days of the invoice date set forth on
each WilTel invoice to Customer ("Due Date"). If payment is not received by
WilTel on or before the Due Date, Customer shall also pay a late fee in the
amount of the lesser of one and one-half percent (1 1/2%) of the unpaid
balance of the charges for Services rendered per month or the maximum
lawful rate under applicable state law.
(D) Modification of Charges During the Initial Service Term of this
Agreement, the Domestic Transport Charges (as described in Subsection 2(A)
of the PET) and the administrative charge (as described in Subsection 2(D)
of the PET) will not be modified by WilTel. International Transport Charges
may be modified based on WilTel's cost for such service.
(E) Billing Disputes notwithstanding the foregoing, late fees shall apply
(but shall not be due and payable for a period of one hundred twenty (120)
days following the Due Date therefor) for amounts reasonably disputed by
Customer, provided Customer: (i) pays all undisputed charges on or before
the Due Date, (ii) presents a written statement of any billing
discrepancies to WilTel in reasonable detail on or before the Due Date of
the invoice in question, and (iii) negotiates in good faith with WilTel for
the purpose of resolving such dispute within said one hundred and twenty
(120) day period. In the event such dispute is resolved in favor of ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ agrees to pay WilTel the disputed amounts together with any
applicable late fees within ten (10) days of the resolution. In the event
such dispute is resolved in favor of Customer, Customer will receive a
credit for the disputed charges in question and the applicable late fees.
In the event the dispute can not be resolved within such one hundred and
twenty (120) day period (unless WilTel has agreed in writing to extend such
period) all disputed amounts together with late fees shall become due and
payable, and this provision shall not be construed to prevent Customer from
pursuing any available legal remedies. WilTel shall not be obligated to
consider any Customer notice of billing discrepancies which are received by
WilTel more than one hundred and twenty (120) days following the Due Date
of the invoice in question.
12. CREDIT: The parties agree to substitute Section 6 of the TSA to read in its
entirety as follows:
Credit. Customer has received credit approval from WilTel as described in
that certain letter from Mr. ▇▇▇ ▇▇▇▇▇▇ (WilTel's Director of Corporate
Credit) to Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ Customer's Vice President and Chief Accounting
Officer), a copy of which is attached hereto as Attachment "1" (the "Credit
Letter"). Provided Customer's accounts receivable balance to WilTel does
not exceed $50,000,000 ("Customer's Credit Line"), WilTel will not require
any further security or assurances from WilTel for payments due hereunder.
WilTel reserves the right, however, to require additional security or other
assurances from Customer with respect to payments due hereunder in the
event Customer's Credit Line exceeds $50,000,000.
13. CREDITWORTHINESS: The parties agree to substitute Section 7 of the TSA to
read in its entirety as follows:
Creditworthiness. During the Initial Service (including any Renewal
Periods) Customer agrees to provide WilTel with quarterly financial
statements. If at any time there is a material adverse change in Customer's
creditworthiness as specifically defined herein, then in addition to any
other remedies available to WilTel, WilTel may elect, in its sole
discretion, to exercise one or more of the following remedies: (i) cause
Start of Service for Services described in a previously executed Service
Request to be withheld; (ii) cease providing Services pursuant to a
Suspension Notice in accordance with Section 5(F); (iii) decline to accept
a Service Request or other requests from Customer to provide Services which
WilTel may otherwise be obligated to accept and/or (iv) condition its
provision of Services or acceptance of a Service Request on Customer's
assurance of payment which shall be a deposit or such other means to
establish reasonable assurance of payment. One or more of the following
shall constitute an material adverse change in Customer's creditworthiness:
(i) Customer's material default of its obligations to WilTel under this or
any other agreement with WilTel which is not cured within any applicable
cure period; (ii) failure of Customer to make full payment of all
undisputed charges due hereunder on or before the Due Date on three (3) or
more occasions during any period of twelve (12) or fewer months; (iii)
acquisition of Customer (whether in whole or by majority or controlling
interest) by an entity which is insolvent, which is subject to bankruptcy
or insolvency proceedings, which owes past due amounts to WilTel or any
entity affiliated with WilTel; or, (iv) Customer's being subject to or
having filed for bankruptcy or insolvency proceedings or the legal
insolvency of Customer.
14. REMEDIES FOR BREACH: The parties agree to substitute Section 8 of the TSA to
read in its entirety as follows:
Remedies for Breach. In the event Customer is in material breach of this
Agreement, including without limitation, failure to pay all undisputed
charges due hereunder by the applicable Due Date or the date stated in the
Suspension Notice described in Subsection 5 (F) above, provided WilTel has
issued Customer at least two (2) 10-day Suspension Notices as described in
Subsection 5(F) above, WilTel shall have the right, after giving Customer
five (5) days prior notice and opportunity to cure, to (i) terminate this
Agreement; (ii) withhold billing information from Customer; and/or (iii)
contact the End Users (for whom calls are originating and terminated solely
over facilities comprising the WilTel network) directly and bill such End
Users directly until such time as WilTel has been paid in full for the
amount owed by Customer. If Customer fails to make payment by the date
stated in the Suspension Notice and WilTel, after giving Customer five (5)
days prior notice, terminates this Agreement as provided in this Section 8,
such termination shall not relieve Customer for payment of applicable
cancellation charges as described in Section 2 above.
15. WARRANTY: The parties agree to substitute Section 9 of the TSA to read in
its entirety as follows:
Warranty. WilTel will provide a long distance network with transmission
quality and availability consistent with telecommunications common carrier
industry standards, government regulations and sound business practices.
▇▇▇▇▇▇ MAKES NO OTHER WARRANTIES ABOUT THE SERVICES PROVIDED HEREUNDER,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
16. FORCE MAJEURE: The parties agree to substitute Section 11 of the TSA to read
in its entirety as follows:
Force Majeure. If WilTel's performance of this Agreement or any obligation
hereunder is prevented, restricted or interfered with by causes beyond its
reasonable control including, but not limited to, acts of God, fire,
explosion, vandalism, storm or other similar occurrence, any law, order,
regulation, direction, action or request of the United States government,
or state or local governments, or of any department, agency, commission,
court, bureau, corporation or other instrumentality of any one or more such
governments, or of any civil or military authority, or by national
emergency, insurrection, riot, war, strike, lockout or work stoppage or
other labor difficulties (excluding WilTel's labor force and personnel), or
supplier failure, shortage, breach or delay (a "Force Majeure Event"), then
WilTel shall be excused from such performance on a day-to-day basis to the
extent of such restriction or interference. WilTel shall use reasonable
efforts under the circumstances to avoid or remove such causes or
nonperformance and shall proceed to perform with reasonable dispatch
whenever such causes are removed or cease. In the event WilTel is unable to
restore Service within five (5) days after the occurrence of a Force
Majeure Event as described herein, Customer may cancel the affected Service
and WilTel and Customer agree to negotiate in good faith concerning
Customer's minimum monthly commitment, if any, described in the PET.
17. FORUM: The parties agree to substitute Subsection 20(B) of the TSA to read
in its entirety as follows:
(B) Forum. Any legal action or proceeding with respect to this Agreement
may be brought in the Courts of (i) the State of Oklahoma in and for the
County of Tulsa or the United States of America for the Northern District
of Oklahoma, or (ii) the State of Texas in and for the County of Dallas or
the United States of America for the Northern District of Texas. By
execution of this Agreement, both Customer and WilTel hereby submit to such
jurisdiction, hereby expressly waiving whatever rights may correspond to
either of them by reason of their present or future domicile. In
furtherance of the foregoing, Customer and WilTel hereby agree to service
by U.S. Mail at the notice addresses referenced in Section 15. Such service
shall be deemed effective upon the earlier of actual receipt or seven (7)
days following the date of posting.
18. ACCOUNTING CODES: Notwithstanding anything to the contrary contained in
Section 14 of the Service Schedule dated as of May 31, 1996, WilTel agrees to
(**********) for verified or non-verified accounting codes.
IN WITNESS WHEREOF, the parties have executed these Amended and
Restated Program Enrollment Terms on the date first written above.
WORLDCOM NETWORK SERVICES, INC. EXCEL TELECOMMUNICATIONS, INC.
d/b/a WilTel
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- --------------------------------
(Signature) (Signature)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ III ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- --------------------------------
(Print Name) (Print Name)
Vice President, Carrier Sales Executive Vice President
--------------------------------- --------------------------------
(Title) {Title}
November 24, 1997 November 21, 1997
--------------------------------- --------------------------------
(Date) (Date)
(*****) Confidential Treatment Requested
The redacted material, separately filed with the Commission.
WilTel - Proprietary
Not for use or disclosure outside WilTel
except under written agreement
SCHEDULE 1
TRANSCEND
Tier Locations Sorted by Tier
▇▇▇▇ ▇▇▇▇
Tier Number LATA Name Tier Number LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
(*) 126 West Massachusetts MA (*) 492 Baton Rouge, LA
(*) 128 East Massachusetts MA (*) 520 St. Louis, MO
(*) 132 New York Metro NY (*) 521 Westphalia, MO
(*) 222 Delaware Valley, NJ (*) 522 Springfield, MO
(*) 224 North Jersey, NJ (*) 524 Kansas City, MO
(*) 228 Philadelphia, PA (*) 532 Wichita, KS
(*) 234 Pittsburgh, PA (*) 534 Topeka, KS
(*) 236 Washington DC (*) 536 Oklahoma City, OK
(*) 238 Baltimore, MD (*) 538 Tulsa, OK
(*) 248 Richmond, VA (*) 540 El Paso, TX
(*) 320 Cleveland, OH (*) 542 Midland, TX
(*) 324 Columbus, OH (*) 550 Abilene, TX
(*) 325 Akron, OH (*) 552 Dallas, TX
(*) 326 Toledo, OH (*) 554 Longview, TX
(*) 328 Dayton, OH (*) 560 Houston, TX
(*) 330 Evansville, IN (*) 562 Beaumont, TX
(*) 332 South Bend, IN (*) 628 Minneapolis, MN
(*) 336 Indianapolis, IN (*) 632 Des Moines, IA
(*) 340 Detroit, MI (*) 634 Davenport, IA
(*) 358 Chicago, IL (*) 635 Cedar Rapids, IA
(*) 426 Raleigh, NC (*) 644 Omaha, NE
(*) 434 Columbia, SC (*) 652 Idaho ID
(*) 438 Atlanta, GA (*) 656 Denver, CO
(*) 440 Savannah, GA (*) 658 Colorado Springs, CO
(*) 442 Augusta, GA (*) 660 Utah, UT
(*) 446 Macon, GA (*) 664 New Mexico, NM
(*) 452 Jacksonville, FL (*) 668 Tucson, AZ
(*) 454 Gainesville, FL (*) 672 Portland, OR
(*) 456 Daytona Beach, FL (*) 674 Seattle, WA
(*) 458 Orlando, FL (*) 720 Reno, NV
(*) 460 Southeast, FL (*) 721 Pahrump, NV
(*) 468 Memphis, TN (*) 722 San Francisco, CA
(*) 470 Nashville, TN (*) 726 Sacramento, CA
(*) 472 Chattanooga, TN (*) 730 Los Angeles, CA
(*) 478 Montgomery, AL (*) 920 Hartford, CT
(*) 480 Mobile, AL (*) 922 Cincinnati, OH
(*) 486 Shreveport, LA (*) 952 Gulf Coast, Fl
(*) 488 Lafayette, LA (*) 953 Tallahassee, FL
(*) 490 New Orleans, LA
SCHEDULE 1
TRANSCEND
Tier Locations Sorted by Tier
▇▇▇▇ ▇▇▇▇
Tier Number LATA Name Tier Number LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
(*) 122 New Hampshire, NH (*) 430 Greenville, SC
(*) 133 Poughkepsie, NY (*) 432 Florence, SC
(*) 134 Albany, NY (*) 448 Pensacola, FL
(*) 136 Syracuse, NY (*) 462 Louisville, KY
(*) 140 Buffalo, NY (*) 474 Knoxville, TN
(*) 220 Atlantic Coastal, NJ (*) 476 Birmingham, AL
(*) 246 Culpeper, VA (*) 477 Huntsville, AL
(*) 250 Lynchburg, VA (*) 484 Biloxi, MS
(*) 252 Norfolk, VA (*) 528 Little Rock, AR
(*) 338 Bloomington, IN (*) 558 Austin, TX
(*) 342 Upper Peninsula, MI (*) 564 Corpus Christi, TX
(*) 344 Saginaw, MI (*) 566 San Antonio, TX
(*) 346 Lansing, MI (*) 568 Brownsville, TX
(*) 348 Grand Rapids, MI (*) 640 South Dakota, SD
(*) 350 Northeast, WI (*) 724 Chico, CA
(*) 352 Northwest, WI (*) 732 San Diego, CA
(*) 354 Southwest, WI (*) 736 Monterey, CA
(*) 356 Southeast, WI (*) 738 Stockton, CA
(*) 366 ▇▇▇▇▇▇▇, IL (*) 740 San Luis Obispo, CA
(*) 368 Peoria, IL (*) 949 Fayetteville, NC
(*) 370 Champaign, IL (*) 951 Rocky Mount, NC
(*) 374 Springfield, IL (*) 973 Palm Springs, CA
(*) 422 Charlotte, NC (*) 974 Rochester, NY
(*) 424 Greensboro, NC (*)
SCHEDULE 1
TRANSCEND
Tier Locations Sorted by Tier
▇▇▇▇ ▇▇▇▇
Tier Number LATA Name Tier Number LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
(*) 120 Maine, ME (*) 624 Duluth, MN
(*) 124 Vermont, VT (*) 626 St. Cloud, MN
(*) 130 Rhode Island, RI (*) 630 Sioux City, IA
(*) 138 Binghampton, NY (*) 636 Fargo, ND
(*) 226 Capital, PA (*) 638 Bismark, ND
(*) 230 Altoona, PA (*) 646 Grand Island, NE
(*) 232 Northeast, PA (*) 648 Great Falls, MT
(*) 240 Hagerstown, MD (*) 650 Billings, MT
(*) 242 Salisbury, MD (*) 654 Wyoming, WY
(*) 244 Roanoke, VA (*) 670 Eugene, OR
(*) 254 Charleston, WV (*) 676 Spokane, WA
(*) 256 Clarksburg, WV (*) 728 Fresno, CA
(*) 322 Youngstown, OH (*) 734 Bakersfield, CA
(*) 334 Auburn/Huntington, IN (*) 921 ▇▇▇▇▇▇'▇ Island, NY
(*) 360 Rockford, IL (*) 923 Mansfield, OH
(*) 62 Cairo, IL (*) 924 Erie, PA
(*) 364 Sterling, IL (*) 927 Harrisonburg, VA
(*) 376 Quincy, IL (*) 928 Charlottesville, VA
(*) 420 Asheville, NC (*) 929 Edinburg, VA
(*) 428 Wilmington, NC (*) 932 Blue Field, WV
(*) 436 Charleston, SC (*) 937 Richmond, IN
(*) 450 Panama City, FL (*) 938 Terre Haute, IN
(*) 464 Owensboro, KY (*) 939 Fort ▇▇▇▇▇▇, FL
(*) 466 Winchester, KY (*) 956 Bristol, TN
(*) 482 ▇▇▇▇▇▇▇, MS (*) 958 Lincoln, NE
(*) 530 Pine Bluff, AR (*) 961 San Angelo, TX
(*) 544 Lubbock, TX (*) 963 Kalispell, MT
(*) 546 Amarillo, TX (*) 976 Mattoon, IL
(*) 548 Wichita Falls, TX (*) 977 Galesburg, IL
(*) 556 Waco, TX (*) 978 Olney, IL
(*) 570 Hearne, TX (*) 980 Navajo Territory, AZ
(*) 620 Rochester, MN (*) 981 Navajo Territory, UT
SCHEDULE 1
TRANSCEND
Tier Locations Sorted by LATA
LATA LATA
Tier Number LATA Name Tier Number LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
(*) 120 Maine, ME (*) 328 Dayton, OH
(*) 122 New Hampshire, NH (*) 330 Evansville, IN
(*) 124 Vermont, VT (*) 332 South Bend, IN
(*) 126 West Massachusetts, MA (*) 334 Auburn/Huntington, IN
(*) 128 East Massachusetts, MA (*) 336 Indianapolis, IN
(*) 130 Rhode Island,RI (*) 338 Bloomington, IN
(*) 132 New york Metro, NY (*) 340 Detroit, MI
(*) 133 Poughkeepsie, NY (*) 342 Upper Peninsula, MI
(*) 134 Albany, NY (*) 344 Saginaw, MI
(*) 136 Syracuse, NY (*) 346 Lansing, MI
(*) 138 Binghampton, NY (*) 348 Grand Rapids, MI
(*) 140 Buffalo, NY (*) 350 Northeast, WI
(*) 220 Atlantic Coastal, NJ (*) 352 Northwest, WI
(*) 222 Delaware Valley, NJ (*) 354 Southwest, WI
(*) 224 North Jersey, NJ (*) 356 Southeast, WI
(*) 226 Capital, PA (*) 358 Chicago, IL
(*) 228 Philadelphia, PA (*) 360 Rockford, IL
(*) 230 Altoona, PA (*) 362 Cairo, IL
(*) 232 Northeast, PA (*) 364 Sterling, IL
(*) 234 Pittsburgh, PA (*) 366 ▇▇▇▇▇▇▇, IL
(*) 236 Washington, DC (*) 368 Peoria, IL
(*) 238 Baltimore, MD (*) 370 Champaign, IL
(*) 240 Hagerstown, MD (*) 374 Springfield, IL
(*) 242 Salisbury, MD (*) 376 Quincy, IL
(*) 244 Roanoke, VA (*) 420 Asheville, NC
(*) 246 Culpeper, VA (*) 422 Charlotte, NC
(*) 248 Richmond, VA (*) 424 Greensboro, NC
(*) 250 Lynchburg, VA (*) 426 Raleigh, NC
(*) 252 Norfolk, VA (*) 428 Wilmington, NC
(*) 254 Charleston, WV (*) 430 Greenville, SC
(*) 256 Clarksburg, WV (*) 432 Florence, SC
(*) 320 Cleveland, OH (*) 434 Columbia, SC
(*) 322 Youngstown, OH (*) 436 Charleston, SC
(*) 324 Columbus, OH (*) 438 Atlanta, GA
(*) 325 Akron, OH (*) 440 Savannah, GA
(*) 326 Toledo, OH (*) 442 Augusta, GA
(*) 444 Albany, GA (*) 542 Midland, TX
(*) 446 Macon, GA (*) 544 Lubbock, TX
SCHEDULE 1
TRANSCEND
Tier Locations Sorted by LATA
LATA LATA
Tier Number LATA Name Tier Number LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
(*) 448 Pensacola, FL (*) 546 Amarillo, TX
(*) 450 Panama City, FL (*) 548 Wichita Falls, TX
(*) 452 Jacksonville, FL (*) 550 Abilene, TX
(*) 454 Gainesville, FL (*) 552 Dallas, TX
(*) 456 Daytona Beach, FL (*) 554 Longview, TX
(*) 458 Orlando, FL (*) 556 Waco, TX
(*) 460 Southeast, FL (*) 558 Austin, TX
(*) 462 Louisville, KY (*) 560 Houston, TX
(*) 464 Owensboro, KY (*) 562 Beaumont, TX
(*) 466 Winchester, KY (*) 564 Corpus Christi, TX
(*) 468 Memphis, TN (*) 566 San Antonio, TX
(*) 470 Nashville, TN (*) 568 Brownsville, TX
(*) 472 Chattaooga, TN (*) 570 Hearne, TX
(*) 474 Knoxville, TN (*) 620 Rochester, MN
(*) 476 Birmingham, AL (*) 624 Duluth, MN
(*) 477 Huntsville, AL (*) 626 St. Cloud, MN
(*) 478 Montgomery, AL (*) 628 Minneapolis, MN
(*) 480 Mobile, AL (*) 630 Sioux City, IA
(*) 482 ▇▇▇▇▇▇▇, MS (*) 632 Des Moines, IA
(*) 484 Biloxi, MS (*) 634 Davenport, IA
(*) 486 Shreveport, LA (*) 635 Cedar Rapids, IA
(*) 488 Lafayette, LA (*) 636 Fargo, ND
(*) 490 New Orleans, LA (*) 638 Bismark, ND
(*) 492 Baton Rouge, LA (*) 640 South Dakota, SD
(*) 520 St. Louis, MO (*) 644 Omaha, NE
(*) 521 Westphalia, MO (*) 646 Grand Island, NE
(*) 522 Springfield, MO (*) 648 Great Falls, MT
(*) 24 Kansas City, MO (*) 650 Billings, MT
(*) 526 Fort ▇▇▇▇▇, AR (*) 652 Idaho, ID
(*) 528 Little Rock, AR (*) 654 Wyoming, WY
(*) 530 Pine Bluff, AR (*) 656 Denver, CO
(*) 532 Wichita, KS (*) 658 Colorado Springs, CO
(*) 534 Topeka, KS (*) 660 Utah, UT
(*) 536 Oklahoma City, OK (*) 664 New Mexico, NM
(*) 538 Tulsa, OK (*) 666 Phoenix, AZ
(*) 540 El Paso, TX (*) 668 Tucson, AZ
(*) 670 Eugene, OR (*) 928 Charlottesville, VA
(*) 672 Portland, OR (*) 929 Edinburg, VA
(*) 674 Seattle, VA (*) 932 Blue Field, WV
(*) 676 Spokane, WA (*) 937 Richmond, IN
SCHEDULE 1
TRANSCEND
Tier Locations Sorted by LATA
LATA LATA
Tier Number LATA Name Tier Number LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
(*) 720 Reno, NV (*) 938 Terre Haute, IN
(*) 721 Pahrump, NV (*) 939 Fort ▇▇▇▇▇▇, FL
(*) 22 San Francisco, CA (*) 949 Fayetteville, NC
(*) 724 Chico, CA (*) 951 Rocky Mount, NC
(*) 726 Sacramento, CA (*) 952 Gulf Coast, FL
(*) 728 Fresno, CA (*) 953 Tallahassee, Fl
(*) 730 Los Angeles, CA (*) 956 Bristol, TN
(*) 732 San Diego, CA (*) 958 Lincoln, NE
(*) 734 Bakersfield, CA (*) 960 Coeur D'Alene, ID
(*) 736 Monterey, CA (*) 961 San Angelo, TX
(*) 738 Stockton, CA (*) 963 Kalispell, MT
(*) 740 San Luis Obispo, CA (*) 973 Palm Springs, CA
(*) 920 Hartford, CT (*) 974 Rochester, NY
(*) 921 ▇▇▇▇▇▇'▇ Island, NY (*) 976 Mattoon, IL
(*) 922 Cincinnati, OH (*) 977 Galesburg, IL
(*) 923 Mansfield, OH (*) 978 Olney, IL
(*) 924 Erie, PA (*) 980 Navajo Territory, AZ
(*) 927 Harrisonburg, VA (*) 981 Navajo Territory, UT
SCHEDULE 2
Transcend Jurisdictional Transport Base Rates (Before Discount)
Base Base
State Transport State Transport
----------------------- -------------- ----------------------- ---------------
ALABAMA (*) MONTANA (*)
ARIZONA (*) NEBRASKA (*)
ARKANSAS (*) NEVADA (*)
CALIFORNIA (*) NEW HAMPSHIRE (*)
California Intra-lata (*) NEW JERSEY (*)
COLORADO (*) NEW MEXICO (*)
CONNECTICUT (*) NEW YORK (*)
DELAWARE (*) NORTH CAROLINA (*)
FLORIDA (*) NORTH DAKOTA (*)
GEORGIA (*) OHIO (*)
IDAHO (*) OKLAHOMA (*)
ILLINOIS (*) OREGON (*)
INDIANA (*) PENNSYLVANIA (*)
IOWA (*) RHODE ISLAND (*)
KANSAS (*) SOUTH CAROLINA (*)
KENTUCKY (*) SOUTH DAKOTA (*)
Kentucky Intra-lata (*) TENNESSEE (*)
LOUISIANA (*) TEXAS (*)
MAINE (*) UTAH (*)
MARYLAND (*) VERMONT (*)
MASSACHUSETTS (*) VIRGINIA (*)
MICHIGAN (*) WASHINGTON (*)
MINNESOTA (*) WEST VIRGINIA (*)
MISSISSIPPI (*) WISCONSIN (*)
MISSOURI (*) WYOMING (*)
Note: Local Access must be added to International Transport for switched calls
and Domestic Transport must be added for all call types.
Excel Transcend
International Transport Pricing
International
Country Transport
-------------------------- -------------
AFGHANISTAN (*)
ALBANIA (*)
ALGERIA (*)
AMERICAN SAMOA (*)
ANDORRA (*)
ANGOLA (*)
ANGUILLA (*)
ANTARCTICA (*)
ANTARCTICA (▇▇▇▇▇ BASE) (*)
ANTIGUA (BARBUDA) (*)
ARGENTINA (*)
ARMENIA (*)
ARUBA (*)
ASCENSION ISLAND (*)
AUSTRALIA (*)
AUSTRIA (*)
AZERBAIJAN (*)
BAHAMAS (*)
BAHRAIN (*)
BANGLADESH (*)
BARBADOS (*)
BELARUS (*)
BELGIUM (*)
BELIZE (*)
BENIN (*)
BERMUDA (*)
BHUTAN (*)
BOLIVIA (*)
BOSNIA & HERZEGOVINA (*)
BROTSWANA (*)
BRAZIL (*)
BRITISH VIRGINIA ISLANDS (*)
BRUNEI (*)
BULGARIA (*)
BURKINA FASO (*)
BURUNDI (*)
CAMBODIA (*)
CAMEROON (*)
CAPE VERDE ISLANDS (*)
Excel Transcend
International Transport Pricing (Continued)
International
Country Transport
-------------------------- -------------
CAYMAN ISLANDS (*)
CENTRAL AFRICAN REPUBLIC (*)
CHAD (*)
CHILE (*)
CHINA (*)
CHRISTIMAS & COCOS ISLAND (*)
COLUMBIA (*)
COMOROS (*)
CONGO (*)
COOK ISLANDS (*)
COSTA RICA (*)
CROATIA (*)
CUBA (*)
CYPRUS (*)
CZECH REPUBLIC (*)
DENMARK (*)
▇▇▇▇▇ ▇▇▇▇▇▇ (*)
DJIBOUTI (*)
DOMINICA (*)
DOMINICAN REPUBLIC (*)
ECUADOR (*)
EGYPT (*)
EL SALVADOR (*)
EQUATORIAL GUINEA (*)
ERITREA (*)
ESTONIA (*)
ETHIOPIA (*)
FAEROE ISLANDS (*)
FALKLAND ISLANDS (*)
FIJI ISLANDS (*)
FINLAND (*)
FRANCE (*)
FRENCH ANTILLES (*)
FRENCH GUIANA (*)
FRENCH POLYNESIA (*)
GABON (*)
GAMBIA (*)
GEORGIA (*)
GERMANY (*)
GHANA (*)
GIBRALTAR (*)
GREECE (*)
GREENLAND (*)
GRENADA (*)
GUADELOUPE (*)
GUAM (*)
Excel Transcend
International Transport Pricing (Continued)
International
Country Transport
-------------------------- -------------
GUANTANAMO BAY (*)
GUATEMALA (*)
GUINEA (*)
GUINEA BISSAU (*)
GUYANA (*)
HAITI (*)
HONDURAS (*)
HONG KONG (*)
HUNGARY (*)
ICELAND (*)
INDIA (*)
INDONESIA (*)
IRAN (*)
IRAQ (*)
IRELAND (*)
ISRAEL (*)
ITALY (*)
IVORY COAST (*)
JAMAICA (*)
JAPAN (*)
JORDAN (*)
KAZAKHSTAN (*)
KENYA (*)
KIRIBATI (*)
KUWAIT (*)
KYRGYZXSTAN (*)
LAOS (*)
LATVIA (*)
LEBANON (*)
LESOTHO (*)
LIBERIA (*)
LIBYA (*)
LIECHTENSTEIN (*)
LITHUANIA (*)
LUXEMBOURG (*)
MACAO (*)
MACEDONIA (*)
MADAGASCAR (*)
MALAWI (*)
MALAYSIA (*)
MALDIVES (*)
MALI REPUBLIC (*)
MALTA (*)
MARISAT-ATLANTIC OCEAN (*)
MARISAT-INDIAN OCEAN (*)
MARISAT-PACIFIC OCEAN (*)
Excel Transcend
International Transport Pricing (Continued)
International
Country Transport
-------------------------- -------------
MARISAT-W. ATLANTIC (*)
▇▇▇▇▇▇▇▇ ISLANDS (*)
MAURITANIA (*)
MAURITIUS (*)
MAYOTTE ISLAND (*)
MEXICO 1 DAY (*)
MEXICO 1 NON-DAY (*)
MEXICO 2 DAY (*)
MEXICO 2 NON-DAY (*)
MEXICO 3 DAY (*)
MEXICO 3 NON-DAY (*)
MEXICO 4 DAY (*)
MEXICO 4 NON-DAY (*)
MEXICO 5 DAY (*)
MEXICO 5 NON-DAY (*)
MEXICO 6 DAY (*)
MEXICO 6 NON-DAY (*)
MEXICO 7 DAY (*)
MEXICO 7 NON-DAY (*)
MEXICO 8 DAY (*)
MEXICO 8 NON-DAY (*)
MICRONESIA (*)
MOLDOVA (*)
MONACO (*)
MONGOLIA (*)
MONTSERRAT (*)
MOROCCO (*)
MOZAMBIQUE (*)
MYAMAR (BURMA) (*)
NAMIBIA (*)
NAURU (*)
NEPAL (*)
NETHERLANDS (*)
NETHERLANDS ANTILLES (*)
NEW CALEDONIA (*)
NEW ZEALAND (*)
NICARAGUA (*)
NIGER (*)
NIGERIA (*)
NIUE ISLAND (*)
NORFOLK ISLAND (*)
NORTH KOREA (*)
NORWAY (*)
OMAN (*)
PAKISTAN (*)
PALAU (*)
Excel Transcend
International Transport Pricing (Continued)
International
Country Transport
-------------------------- -------------
PANAMA (*)
PAPUA NEW GUINEA (*)
PARAGUA (*)
PERU (*)
PHILIPPINES (*)
POLAND (*)
PORTUGAL (*)
QATAR (*)
REUNION ISLAND (*)
ROMANIA (*)
RUSSIA (*)
RWANDA (*)
SAIPAN (*)
SAN MARINO (*)
SAO TOME (*)
SAUDI ARABIA (*)
SENEGAL (*)
SEYCHELLES (*)
SIERRA LEONE (*)
SINGAPORE (*)
SIERRA LEONE (*)
SINGAPORE (*)
SLOVENIA (*)
SOLOMON ISLANDS (*)
SOMALIA (*)
SOUTH AFRICA (*)
SOUTH KOREA (*)
SPAIN (*)
SRI LANKA (*)
ST HELENA (*)
ST KITTS (*)
ST LUCIA (*)
ST PIERRE/MIQUELON (*)
ST ▇▇▇▇▇▇▇/GRENADINES (*)
SUDAN (*)
SURINAME (*)
SWAZILAND (*)
SWEDEN (*)
SWITZERLAND (*)
SYRIA (*)
TAIWAN (*)
WAJIKISTAN (*)
TANZANIA (*)
THAILAND (*)
TOGO (*)
Excel Transcend
International Transport Pricing (Continued)
International
Country Transport
-------------------------- -------------
TONGO ISLANDS (*)
TRINIDAD & TOBAGO (*)
TUNISIA (*)
TURKEY (*)
TURKMENISTAN (*)
TURKS AND CAICOS ISLANDS (*)
TUVALU (*)
UGANDA (*)
UKRAINE (*)
UNITED ARAB AMIRATES (*)
UNITED KINGDOM (*)
URUGUAY (*)
UZBEKISTAN (*)
VANUATU (*)
VATICAN CITY (*)
VENEZUELA (*)
VIETNAM (*)
WALLIS & FUTUNA (*)
WESTERN SAMOA (*)
YEMEN (*)
YUGOSLAVIA (*)
ZAIRE (*)
ZAMBIA (*)
ZIMBABE (*)