1
Certain portions of this exhibit have been omitted based upon a request for
confidential treatment. The omitted portions have been filed separately with
the Securities and Exchange Commission.
[WorldCom Logo]
AMENDMENT I TO THE
SERVICE AGREEMENT BETWEEN
WORLDCOM, INC. AND TELEHUB COMMUNICATIONS CORP.
(SERVICE AGREEMENT DATED MAY 01, 1997)
This Amendment I to the above-referenced Agreement is made and entered
into by and between WorldCom, Inc., ("WorldCom") and TELEHUB COMMUNICATIONS
CORP., ("CUSTOMER"). The Parties agree as follows:
EFFECTIVE DATE: For the purposes of this Amendment, the effective date (the
"EFFECTIVE DATE") of this Amendment will be the 1st day of the month following
the month that this Amendment has been fully executed by both parties and
Customer has received a satisfactory credit review and approval from WorldCom's
Credit Department, and all security documentation, if any, required by WorldCom
has been properly executed and delivered to WorldCom (collectively, the "CREDIT
REVIEW").
THE AFOREMENTIONED PARTIES HEREBY AGREE TO REPLACE SECTION 1 OF THE AGREEMENT
WITH THE FOLLOWING:
1. SERVICES: Interexchange telecommunications service (the "PRIVATE LINE
SERVICE") and FRAME RELAY SERVICE (the "FRAME RELAY SERVICE") and ATM Service
(the "WORLDCOM ATM SERVICE") shall be provided by WorldCom pursuant to the
applicable tariffs of WorldCom Network Services, Inc., a wholly owned subsidiary
of WorldCom, (the "TARIFFS"). The Tariffs provide terms and conditions of the
Service which include, but are not limited to, taxes, credit approval
procedures, Customer credits, termination liability, and limitations with
respect to the assignment of the Service. The Tariffs may be modified from time
to time by WorldCom in accordance with law and thereby affect the Service
furnished to Customer. For purposes of this Agreement, Private Line Service
Frame Relay Service and ATM Service shall be collectively referred to as the
"SERVICE".
The ATM Service may include the following (i) equipment necessary to support the
ATM Service including equipment located on Customer's premises and equipment
located on WorldCom's premises, (ii) local access facilities, (iii) a Network
Node (as described below) for each location requiring connectivity to the
WorldCom network, and (iv) maintenance of the equipment and services provided by
WorldCom. A "Network Node" includes a port connection, i.e., access to the
WorldCom network, and the permanent virtual circuits assigned to said port. ATM
Service configurations for each Network Node shall be described on WorldCom's
Service Orders in effect when the Service is ordered. Charges for ATM Service
shall be established by relevant Service Orders.
THE AFOREMENTIONED PARTIES HEREBY AGREE TO REPLACE SECTION 2 OF THE AGREEMENT
WITH THE FOLLOWING:
2. TERMS AND CONDITIONS: For the convenience of the parties, Private Line,
Frame Relay, and ATM Service will be provided by WorldCom subject to the rules
and regulations set forth in the WorldCom Network Services, Inc., a wholly
owned subsidiary of WorldCom, applicable tariffs (the "Tariffs"), in addition
to the terms and conditions set forth hereto. The rules and regulations of the
Tariffs provide terms and conditions which apply to Private Line, Frame Relay
and ATM Service, which include, but are not limited to,
Page 1 of 4
AMENDMENT
Terms and conditions contained herein hill be offered for fifteen (15) days from
September 8, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2
termination liability, taxes, credit approval procedures, Customer credits, and
limitations with respect to the assignment of Private Line, Frame Relay and ATM
Service. For purposes of this Agreement, any references to Service in the
Tariffs shall be deemed to refer to Private Line, Frame Relay and ATM Service.
The Tariffs may be modified from time to time by WorldCom in accordance with law
and thereby affect the Private Line, Frame Relay and ATM Services furnished to
Customer except that the terms and conditions contained in this, Agreement
shall, supplement, or to the extent inconsistent, supersede the Tariffs rules
and regulations and shall remain in effect throughout the Service Term
Commitment selected by Customer.
The aforementioned parties hereby agree to add the following to Section 3 of the
Agreement:
3. REVENUE PLAN SERVICE TERM/COMMENCEMENT/COMMITMENT/MINIMUM MONTHLY COMMITMENT:
Commencing as of the Commitment Commencing Date set forth below and continuing
through the Commitment Ending Date below, Customer agrees to maintain each
month:
(i) the aggregate base rate charges for Domestic Private Line Service (before
the application of discounts) and/or
(ii) the aggregate base rate charges for Domestic Frame Relay Services (before
the application of discounts) and/or
(iii) the aggregate base rate charges for Domestic ATM Services (before the
application of discounts)
(COLLECTIVELY THE "AGGREGATE BASE RATE CHARGES").
The aforementioned parties hereby agree to add the following to Section 5 of the
Agreement:
B. WORLDCOM DOMESTIC PRIVATE LINE - DS-0 DISCOUNT SCHEDULE
(BASED ON [*] TOTAL MINIMUM MONTHLY COMMITMENT)
DS-0 DISCOUNT
[*]
Rates for domestic Private Line DS-0 Services shall be as described in the
applicable Tariffs. No further discounts. Local access is additional and
may not be discounted or waived.
C. WORLDCOM DOMESTIC PRIVATE LINE FT-1 DISCOUNT SCHEDULE
(BASED ON [*] TOTAL MINIMUM MONTHLY COMMITMENT)
FT-1 DISCOUNT
[*]
Rates for domestic Private Line FT-1 Services shall be as described in the
applicable Tariffs. No further discounts. Local access is additional and
may not be discounted or waived.
MULTI-CHANNEL DISCOUNTS
# CHANNELS DISCOUNTS
---------- ---------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
Page 2 of 4
AMENDMENT
Terms and conditions contained herein will be offered for fifteen (15) days
from September 8, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
* Confidential material
3
No further discounts. Local access is additional and may not be discounted or
waived.
D. WORLDCOM DOMESTIC PRIVATE LINE - FT-3 DISCOUNT SCHEDULE
(BASED ON [*] TOTAL MINIMUM MONTHLY COMMITMENT)
FT-3 DISCOUNT
[*]
Rates for domestic Private line FT - 3 Services shall be as described in
the applicable Tariffs.. No further discounts. Local access is additional
and may not be discounted or waived.
E. WORLDCOM DOMESTlC PRIVATE LINE - DS-1 RATE AND DISCOUNT SCHEDULE (based on
[*] Total Minimum Monthly Commitment)
V & H MILES DS-1 RATE (VGE)
----------- ---------------
[*] [*]
[*] [*]
[*] [*]
There is a minimum amount of [*] required per each DS-3
DS-1 DISCOUNT
-------------
[*]
No further discounts. Local access is additional and may not be discounted
or waived.
F. WORLDCOM DOMESTIC PRIVATE LINE - DS 3 RATE AND DISCOUNT SCHEDULE (based on
[*] Total Minimum Monthly Commitment)
V & H Miles DS-3 Rate (VGE)
---------- ---------------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
There is a minimum amount of [*] required per each DS-3
DS-1 DISCOUNT
-------------
[*]
No further discounts. Local access is additional and may not be discounted
or waived.
G. WORLDCOM DOMESTIC FRAME RELAY - DISCOUNT SCHEDULE
(based on [*] Total Minimum Monthly Commitment)
FRAME RELAY DISCOUNT
--------------------
[*]
Page 3 of 4
AMENDMENT
Terms and conditions contained herein will be offered for fifteen (15) days
from September 8, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
* Confidential material
4
Rates for domestic Frame Relay Services shall be as described in the
applicable Tariffs. No further discounts. Local access is additional and
may not be discounted or waived.
H. WORLDCOM DOMESTIC OC-3c CIRCUIT-RATE SCHEDULE
(based on [*] Total Minimum Monthly Commitment)
CITY PAIRS RATE*:
---------- ------
[*] [*]
[*] [*]
[*] [*]
*Rates above are available only for the first twelve months, beginning on
the effective date of this Agreement. At the end of the twelfth (12) month
of Service, WorldCom reserves the right to terminate pricing for OC-3c
circuits, as described above, to extend the above listed rates or to
provide Customer with new rates for OC-3c circuits. No further discounts
may be applied. Local access is additional and may not be discounted or
waived.
Those portions of the Agreement not modified or otherwise affected by this
Amendment are fully Incorporated herein by reference. No other portion of the
Agreement is, or is intended by the Parties to be, affected by this Amendment.
IN WITNESS WHEREOF, the Parties have signed this Amendment and the individuals
signing below represent that they have the authority to sign for and on behalf
of the respective parties.
ACCEPTED BY: ACCEPTED BY:
WORLDCOM, INC.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------- --------------------------
PRINT NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NAME: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------- ------------------------
TITLE: V.P. MARKETING TITLE: Chief Operating Officer
-------------------- -----------------------
DATE: 10/8/97 DATE: 10-2-97
--------------------- -----------------------
Page 4 of 4
AMENDMENT
Terms and conditions contained herein will be offered for fifteen (15) days
from September 8, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
* Confidential material
5
Append to
EXHIBIT (10.28)
[WORLDCOM LOGO]
WORLDCOM AGREEMENT
FOR WORLDCOM ATM SERVICE
This Agreement for ATM Service is made this 23 day of October, 1996 by and
between WORLDCOM, INC., a Georgia corporation ("WorldCom") and TELEHUB
COMMUNICATIONS CORP., an Illinois corporation with its principal office at ▇▇▇▇
▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ("Customer") for service
described below.
1. ATM SERVICE: ATM Service may include the following: (i) equipment necessary
------------
to support the ATM Service including equipment located on Customer's premises
and equipment located on WorldCom's premises, (ii) local access facilities,
(iii) a Network Node (as described below) for each location requiring
connectivity to the WorldCom network, and (iv) maintenance of the equipment and
services provided by WorldCom. A "Network Node" includes a port connection,
i.e., access to the WorldCom network, and the permanent virtual circuits
assigned to said port. ATM Service configurations for each Network Node shall
be described on WorldCom's Service Orders in effect when the Service is
ordered. Charges for ATM Service shall be established by relevant Service
Orders.
2. TERMS AND CONDITIONS: For the convenience of the parties, ATM Service will
---------------------
be provided by WorldCom subject to the rules and regulations set forth in the
WorldCom Network Services, Inc., a wholly owned subsidiary of WorldCom, Frame
Relay tariff (the "Tariff"), in addition to the terms and conditions set forth
herein. The rules and regulations of the Tariff provide terms and conditions
which apply to ATM Service, which include, but are not limited to, termination
liability, taxes, credit approval procedures, Customer credits, and limitations
with respect to the assignment of ATM Service. For purposes of this Agreement,
any references to Service in the Tariff shall be deemed to refer to ATM
Service. The Tariff may be modified from time to time by WorldCom in accordance
with law and thereby affect the ATM Service furnished to Customer except that
the terms and conditions contained in this Agreement shall supplement, or to the
extent inconsistent, supersede the Tariff's rules and regulations and shall
remain in effect throughout the Service Term Commitment selected by Customer.
3. COMMITMENT/TERM:
----------------
Minimum Monthly Commitment: $1,000,000.00
(Based on Customer's monthly Qualifying Charges before the application of
discounts.)
Customer Commitment Period: Five (5) Year(s)
Commencement Date: 05/01/97
-- --
(mo.) (yr.)
Commitment Commencing Date: 03/01/98
-- --
(mo.) (yr.) (This date to be 10
months following the
Commencement Date above)
This agreement is valid if executed by Customer and returned to WorldCom within
45 days from 10/21/96. Mail to: Sales Contract Admin., WorldCom, Inc., ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6
Commitment Ending Date: 02 /31**/ 2003
-- ------ ----
(mo.) (yr.) (This date to be 60 months
following the Commitment
Commencement Date above)
** If the Commitment Ending Date is in a month with less than 31 days, the
Ending Date is on the last day of such month.
4. LETTER OF AGENCY ("LOA"): The undersigned (duly authorized
-------------------------
representative of Customer) hereby authorizes WorldCom to act on Customer's
behalf with the Local Exchange Companies ("LECs"), and others, for the purpose
of provisioning local access for ATM Service, when requested by Customer on a
Service Order relevant to ATM Service. This LOA supersedes all previous LOAs
regarding same and shall remain in effect until canceled by Customer in writing.
5. PRICING: Rates and discounts for ATM Service shall be as set forth
--------
below.
WORLDCOM ATM RATES AND DISCOUNTS (Domestic U.S. Only)
Non-Recurring Installation Charges
DS-1 $500
DS-3 $2,000
OC3 $5,000
PVC Change $50
Ancillary Charges
Expedite Charge/Port $100
Cancellation Chg/Port
Pre-Eng $100
Post-Eng $600
Date Chg/Port $100
Non-Adm Order Chg/Port
Pre-Eng $100
Post-Eng $500
Adm Order Chg/Port No Charge
Monthly Recurring Charges
Port Connection Charge (per Mbps)
DS-1 $2,500 VBR (SCR) $500
DS-3 $5,500 CBR (PCR) $850
OC3 $14,025 ABR (MCR) $500
ABR (PCR)* $400
*Applies to amount of PCR over 150% of MCR
WORLDCOM ATM DISCOUNTS (U.S. Domestic Only)
----------------------
(based on Five (5)-Years, $1,000,000.00/Total Minimum Monthly Commitment)
Monthly Volume Discount
-------------- --------
$1,000,000.00 43%
This agreement is valid if executed by Customer and returned to WorldCom
within 45 days from 10/21/96.
Mail to: Sales Contract Admin., WorldCom, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7
6. TECHNOLOGY CHANGE: In the event Customer's business requirements change,
-----------------
requiring Customer to replace ATM Service provided hereunder ("Original
Service") with new technology (hereinafter "Replacement Service"), Customer
shall provide WorldCom with written notice of its intent to replace Original
Service with Replacement Service from WorldCom. Provided Customer is not in
default of its obligations under this Agreement, Customer may cancel and
upgrade Original Service to Replacement Service without being subject to any
cancellation charge relevant to the Original Service under the following
conditions:
A. Customer provides WorldCom with a minimum forty-five (45) days notice
prior to the effective date of cancellation of the Original Service
and concurrently therewith submits a Service Order for Replacement
Service having a Requested Service Date therefor concurrent with the
effective date of such cancellation.
B. The Replacement Service is available and uncommitted.
C. The cities served by the Original Service continue to be served by
the Replacement Service and when applicable, a reconfiguration of the
Original Service which is available, i.e., cities served prior to the
upgrade continue to be served by the Replacement Service following
the upgrade.
D. Customer will be liable for costs, if any, reasonably incurred by
WorldCom from third parties (e.g., Local Access providers or
interconnecting carriers) as a result of such cancellation, provided
WorldCom notifies Customer of such costs within a reasonable time
following receipt of Customer's Service Order to effect a
cancellation and obtain Replacement Service.
IN WITNESS WHEREOF, the parties have signed this Agreement for ATM Service and
the Individual's signing below warrant and represent that they have the full
legal and regulatory authority to enter into this Agreement for and on behalf
of the respective parties.
WORLDCOM, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
(Authorized Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
(Print Name)
March 7, 1997
-----------------------------------------------
(Date Received)
TELEHUB COMMUNICATIONS CORP.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------
(Authorized Signature)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, CHIEF OPERATING OFFICER
-----------------------------------------------
(Print Name)
October 23, 1996
-----------------------------------------------
(Date Signed)
This agreement is valid if executed by Customer and returned to WorldCom within
48 days from 10/21/96.
Mail to: Sales Contract Admin., WorldCom, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇