*** PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[***]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARETELY WITH THE SECURITIES AND
EXCHANGE COMMISSION ***
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
THIS WHOLESALE SERVICES AGREEMENT (the "Agreement") is entered into by and
between Qwest Communications Corporation ("Qwest"), a Delaware corporation,
located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and New Millennium
Multimedia, Inc., a Georgia corporation and an authorized and certificated
common carrier subject to the Communications Act of 1934, as amended (the
"Customer"), located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, facsimile
number (▇▇▇) ▇▇▇-▇▇▇▇. Qwest and Customer are sometimes referred to in this
Agreement collectively as the Parties and singularly as a "Party."
TERMS AND CONDITIONS
1. Scope of Agreement
Upon the request of Customer, Qwest agrees to provide to Customer the Qwest
services for the prices and subject to the terms and conditions set forth herein
described in the exhibits attached hereto (the "Service(s)"). The Services shall
be provided in accordance with industry standards for such Services. Customer
recognizes that certain of the Services or components of the Services may be
provided by Affiliates (as hereinafter defined) of Qwest. To the extent certain
terms are not covered in this Agreement, the Services may be provided pursuant
to Qwest Tariff F.C.C. No. 2 and No. 3 and applicable state tariffs
(collectively, the "Tariff(s)"), which are on file with the U.S. Federal
Communications Commission ("FCC") and applicable state regulatory bodies, as
modified from time to time by Qwest. As applicable to the furnishing of Services
hereunder, the Tariff is hereby incorporated herein, except that the terms and
conditions of this Agreement shall supplement or, to the extent inconsistent,
supersede Tariff terms and conditions.
2. Monthly Minimum Commitment
(A) Any monthly minimum usage commitments agreed upon by Qwest and Customer
shall be set forth in the attached Services Descriptions and rate Exhibits,
which such exhibits are specified in Section 3 of this Agreement (the "Monthly
Commitment"). Customer acknowledges and agrees that certain rates and discounts
may be being provided to Customer hereunder in consideration of Customer's
agreement to meet or exceed the Monthly Commitment and that such rates and
discounts would not be offered to Customer without Customer's agreement to make
such commitments.
(B) With respect to Qwest Express switched services (the "Switched Services"),
following a one time ramp up period of the first three billing months after the
Effective Date (the "Ramp Up Period"), the minimum monthly usage required per
DS-l or equivalent thereof (the "Circuits") is 100,000 MOUs averaged among all
Qwest Circuits used by Customer under this Agreement (the "Minimum Facility
Utilization"). In the event Customer fails to meet or exceed the Minimum
Facility Utilization average, Qwest shall give Customer five (5) business days
notice that the Customer has not met or exceeded such utilization requirement.
Customer agrees, within such five (5) day period, either to (i) bring usage up
to such Minimum Facility Utilization average on such Circuits or (ii) release to
Qwest those Circuits which were under the 100,000 MOU level for such month. If
Customer does not comply with the above requirement, Customer will be assessed a
monthly underutilization fee of $2,500 (the "Underutilization Fee") for each
Circuit was under the 100,000 MOU level for such month in which Customer failed
to meet the average Minimum Facility Utilization.
(C) Qwest and Customer specifically agree that any underutilization fees,
deficiency charges or other relief, if any, provided for in this Agreement or
the Exhibits relating to any of the commitments in this Agreement or the
Exhibits represent mutual good faith estimates of, and bear reasonable
relationships to, the actual damages to Qwest in the event of Customer's failure
to meet such commitments or Customer's underutilization of such circuits, and
they do not represent a penalty of any kind. The Parties further agree that such
fees, charges and relief are obligations of Customer, subject to specific
performance.
1 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
3. Service Rates and Terms
(A) Qwest Service descriptions and rates are shown and described in the
following Exhibits:
Exhibit Dl ReQwest Switchless Reseller Services Description
Exhibit D2 ReQwest Switchless Reseller Rate Schedule
Exhibit G Qwest Private Line Service Description and Rate Schedule
Exhibit J Qwest Frame Relay Service Description and Rate Schedule
Exhibit S Security and Payment Terms
Qwest reserves the right to eliminate any Service offerings and/or modify any
charges for Service offerings upon written notice to Customer as follows:
(1) Rate decreases and additional services offered, if any, in Qwest's
sole discretion, shall be effective immediately upon written notification
to the Customer or upon an effective date set forth by Qwest in such
notification.
(2) All rates, Services and agreements specified in Exhibits and
attachments are subject to change immediately, with no prior notice to
Customer, in the event there are mandated surcharges imposed by a federal,
state or governmental agency. Further, notwithstanding any statements to
the contrary contained in the Tariff, in the event that any regulatory
agency, legislative body or court of competent jurisdiction promulgates
regulations or modifies existing ones including, without limitation,
regulations regarding payphone compensation, access charges and/or
universal service (the "Regulatory Activity"), Qwest reserves the right,
at any time upon written notice, to: (i) pass through to Customer all, or
a portion of, any charges or surcharges directly or indirectly related to
such Regulatory Activity; or (ii) modify the rates, including any rate
guarantees, and/or other terms and conditions contained in this Agreement
and/or the Tariff to reflect the impact of such Regulatory Activity.
(3) International rates, Services and agreements specified in Exhibits and
attachments, including Canadian and Mexican services, are subject to
change upon five (5) calendar days written notice to Customer. All other
rates, Services and agreements specified in Exhibits and attachments,
excluding international, Canadian, and Mexican services, are subject to
change upon thirty (30) calendar days written notice to Customer.
4. System Maintenance
Subject to Sections 7 and 12 hereof, Qwest expects, but does not guarantee, that
system maintenance normally will not result in service interruptions. If system
maintenance should result in the interruption of Service, to the extent possible
it shall be accomplished only after prior notification to Customer and will be
completed within a reasonable time. Qwest shall use reasonable efforts to give
Customer such prior notice.
5. Customer Service
Customer acknowledges and agrees that it shall provide all billing, inquiry, and
customer service to Customer's end-users or customers (the "End-Users").
6. Representation
Each Party shall not use any trademark, service ▇▇▇▇, brand name or any other
intellectual property of the other Party or its respective affiliate without
such Party's prior express written consent. Notwithstanding the foregoing,
Customer may disclose, during pre-sale activities, that Qwest is the underlying
carrier of its service. In no event shall Customer represent or state to End
Users or prospective End Users that it has any relationship with Qwest other
than an agreement to purchase Qwest's services. The Parties agree to promptly
and fully cooperate with the other
2 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
Party to address and resolve all issues, problems, administrative procedures,
End User complaints, regulatory investigations or inquiries or any other
circumstances arising from Customer's use of Qwest Services.
7. Financial Responsibility. Payment and Security
(A) Except as (i) otherwise provided in this Agreement or an Exhibit or as (ii)
Customer has been otherwise notified by Qwest, all Qwest invoices (the
"Invoices") are due upon receipt. Any Invoice which is not paid in full by
Customer within thirty (30) calendar days from Invoice date via check or wire
transfer, or in another manner explicitly agreed to by Qwest for Customer, shall
be considered past due (the 31st day being the "Past Due Date"). All discounts
and promotions, if any, and taxes, will be included in the monthly invoice. Any
payment received by Qwest on or after the Past Due Date shall be subject to an
interest charge on delinquent amounts at the rate of 1.00% of the late payment
per month or the maximum lawful rate allowable under applicable state law,
whichever is lower. Such interest charge shall be applied on any late payments,
commencing upon the Past Due Date through the actual date of receipt of payment.
Any and all applicable national, federal, state and local taxes, including
without limitation, all use, sales, value-added, surcharges, excise, franchise,
property, commercial, gross receipts, license, privilege or other similar taxes,
levies, surcharges, duties, fees, or other tax-related surcharges whether
charged to or against Qwest or Customer, with respect to the Services or
underlying facilities provided by Qwest, as well as any other imposition by any
governmental authority which has the effect of increasing Qwest's cost of
providing the Services or the underlying facilities, shall be payable by
Customer in addition to the other charges set forth in this Agreement. If full
payment is not made when due, Qwest, in its sole discretion, shall have the
right, after Qwest has given written notice to Customer, to suspend all or any
part of the Services until such time as Customer has paid all unpaid balances
(including interest), or to terminate all or any part of the Service, except
where such non-payment which gives rise to the termination is based upon
applicable and valid tax exempt certificates already given to Qwest. During any
such suspension, and upon any such termination, no service interruption shall be
deemed to occur.
(B) Customer acknowledges that it may not withhold any sums invoiced by Qwest
for actual calls made by Customer including, without limitation, calls made by
Customer's End Users and/or unauthorized third Parties (e.g., fraudulent calls)
and charges to Customer's Qwest account(s). Customer will be responsible for
full payment of all charges as reflected on any Qwest billing statement.
Independent of Customer's payment obligations set forth in this section,
Customer must notify Qwest within sixty (60) calendar days of receipt of any
contested or disputed amount concerning charges as they appear on the Qwest
billing statement. Customer's notification of any contested or disputed amount
must be in writing and sent to: Credit & Collections Department, Qwest
Communications Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or to (614)
798-6460. by facsimile with duplicate notification to follow via regular U.S.
Mail or overnight delivery. Written notification must be accompanied with a
detailed written support, for any service interruption credit or other credit to
which Customer believes itself entitled, and Qwest and Customer will promptly
address and attempt to resolve the claim. Qwest, in its sole discretion
exercised in good faith, may reject such documentation and/or explanation as
inadequate. If Qwest so rejects such documentation, Customer shall have an
additional ten (10) business days to provide additional supporting documentation
to Qwest. If Qwest rejects such additional documentation, Qwest shall so notify
Customer in which case the disputed portion of the ▇▇▇▇ shall be paid by
Customer within ten (10) business days of Customer's receipt of Qwest's final
notice of inadequacy. All Credits or adjustments for service outages will be
made pursuant to applicable provisions of the Tariffs. In consideration of the
discounts offered by Qwest pursuant to this Agreement, with respect to any
unpaid balance(s) owed by Customer to Qwest, Qwest shall have the right to
offset such unpaid balance(s) from any amounts that Qwest owes to Customer and
any of its Affiliates (as hereinafter defined) under any other agreements
between the Parties and their respective Affiliates.
(C) Customer acknowledges and agrees that Qwest may reasonably require
additional security and/or payment terms under this Agreement prior to the
commencement of Services hereunder or during the Term hereunder, and Customer
agrees to comply with such request. Customer agrees to provide and/or execute
any additional collateral security documents as may be reasonably required by
Qwest, if there is a material change in circumstances of Customer's actual or
anticipated usage hereunder or Customer's financial condition during any time
that Customer uses the Service. Qwest shall establish a credit limit for the
procurement of the Services by Customer and such credit limit may change from
time to time. Qwest will not automatically notify Customer of any such change
but will supply such information to Customer upon Customer's request.
3 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
8. Term
The initial term of this Agreement (the "Initial Term") will begin on the first
day of the first billing cycle following the Effective Date (as hereinafter
defined) of this Agreement (the "Initial Service Date") and will continue for a
period of the longer of (i) twelve (12) calendar months from the Initial Service
Date, or (ii) as long as a term for a Service attached to this Agreement (the
"Service Term") is in effect. The "Effective Date" is defined as the date this
Agreement is signed by an authorized officer of Qwest after having been signed
by Customer. Applicable Service rates and discounts, if any, shall be effective
as of their respective effective date in the applicable Service rate or discount
schedule. Following the Initial Term, the Agreement shall continue on a monthly
basis (each a "Renewal Term") until either Party provides the other Party with
at least thirty (30) calendar days prior written notice of its intent to
terminate this Agreement and the intended date of such termination. The Initial
Term and Renewal Terms are sometimes collectively referred to herein as the
"Term."
9. Obligations Upon Expiration or Termination of Term
Upon expiration or termination of this Agreement, Customer shall pay all
outstanding balances hereunder in accordance with Section 7. Upon expiration or
termination of this Agreement, Customer shall be fully subject to all terms and
conditions set forth in the Qwest Tariff for Qwest services received by
Customer, if any, after such date, and shall receive standard Service rates as
provided in any Exhibit(s).
10. Early Termination
(A) Termination by Qwest: In addition to any other rights hereunder, Qwest may
terminate this Agreement and/or the Service without waiving any rights set forth
in this Agreement or the Tariff, if applicable, as follows:
(1) Qwest may terminate this Agreement or the Services immediately without
notice if: (1) Qwest is prohibited from furnishing such Services, or (2)
if any material Rate, Charge or term of such Services is substantially
changed by order of the highest court of competent jurisdiction to which
the matter is appealed, a legitimate regulatory body, or any other
foreign, federal, state or local government authority.
(2) Qwest may terminate this Agreement or the Services in accordance with
the terms of Qwest's Tariff, if applicable, and only with respect to the
Services affected by such Tariff. Customer acknowledges that such
discontinuance may result in termination of its own services to its own
End Users.
(3) Qwest may terminate this Agreement or the Services immediately,
without providing Customer with prior notice or an opportunity to cure,
under any of the following circumstances:
(i) Customer fails to pay any Invoice (as hereinafter defined) or
any portion thereof or any Charges to Qwest when due under and in
accordance with this Agreement and the relevant Service terms and
conditions, other than that otherwise specified within the relevant
sections relating to such payments.
(ii) Customer becomes or is declared insolvent or bankrupt, is the
subject of any proceedings related to its liquidation, insolvency or
for the appointment of a receiver or similar officer for it, makes
an assignment for the benefit of all or substantially all of its
creditors, or enters into an agreement for the composition,
extension, or readjustment of all or substantially all of its
obligations.
(iii) In the event of a Change of Control of Customer, unless such
change is otherwise permitted under the "Assignment" Section under
this Agreement. For the purposes of this Agreement, "Change of
Control" shall be deemed to have occurred with respect to Customer
if: (a) any entity having previously Controlled (as hereinafter
defined) by Customer, ceases to do so; (b) any entity acquires
Control of Customer (whether by reason of acquisition, merger,
reorganization, operation of law or otherwise); or (c) all, or
substantially all, of the assets of Customer or an entity
4 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
that Controls Customer are acquired (whether by reason of
acquisition, merger, reorganization, operation of law or otherwise)
by, or combined by merger with, any other entity. For purposes of
this Agreement, "Control" (and "Controls," "Controlling,"
"Controlled by" and "under common Control with" shall be construed
accordingly) as applied to any party means the possession directly
or indirectly of the power to direct or cause the direction of the
management and policies of that party, whether through the ownership
of voting securities or by contract or otherwise. Where any two
parties together satisfy any of this definition, they shall be
deemed to have Control. For purposes of this definition, there shall
be attributed to any Party rights and powers of a nominee for it
(that is to say, any rights or powers that another Party possesses
on its behalf or may be required to exercise on its direction or
behalf).
(iv) If Customer fails to abide by any special payment and security
terms reasonably required by Qwest in accordance with the Agreement,
including, without limitation, Customer's failure or refusal to
provide additional security upon Qwest's request as permitted under
this Agreement.
(v) Upon the commission of any illegal acts on the part of Customer,
its officers, directors, employees, contractors, agents, or
servants, relating to the subject matter of this Agreement.
(4) Qwest may terminate this Agreement or Services if Customer breaches
any other material term of this Agreement, by providing Customer with
thirty (30) calendar days' notice if Customer does not cure such breach,
if curable, within such thirty (30) calendar day period.
(B) Termination by Customer. In addition to any other rights hereunder, Customer
may terminate this Agreement and/or the affected Service without early
termination fee or penalty, except for unpaid charges as of the effective date
of termination, as follows:
(1) As long as Customer has satisfied in full any minimum Revenue
Commitment as set forth and described in the applicable Exhibit(s),
Customer shall have the right to terminate this Agreement for convenience
during the Initial Term without early termination fee or penalty, except
for Customer's payment of unpaid Services usage charges accrued prior to
the date of termination, by providing written notice of such intent to
terminate and the intended date of termination given to Qwest not less
than thirty (30) calendar days prior to the date of termination set forth
in such notification.
(2) In the event of any material adverse: (i) increase in rates for
Services utilized by Customer, (ii) change in the Tariff, or (iii) change
in the Services, Customer may terminate this Agreement or the affected
Services without early termination fee or penalty, if such written notice
of termination is delivered to Qwest within thirty (30) calendar days of
the effective date of such material increase or change. If Customer does
not deliver such notice to Qwest within such thirty (30) calendar day
period, Customer will be deemed to have waived its right to terminate this
Agreement based upon such material increase or change.
(3) With respect to Switched Services, Customer may terminate this
Agreement or the Switched Services by giving Qwest thirty (30) calendar
days written notice prior to the date of such cancellation, if the
Switched Service provided under this Agreement is the subject of service
outages or interruptions accumulating one hundred twenty (120) hours or
more over any period of one hundred eighty (180) consecutive calendar
days.
(4) Customer may terminate this Agreement or Services if Qwest breaches
any other material term of this Agreement, by providing Qwest with thirty
(30) calendar days' notice if Qwest does not cure such breach, if curable,
within such thirty (30) calendar day period.
(C) Effect of Termination. Upon expiration or earlier termination of this
Agreement, Customer agrees to pay all unpaid balances due under and in
accordance with this Agreement to Qwest. Customer agrees that it shall be fully
subject to all standard or Tariff terms and conditions then in effect for
Services received by it after such date of expiration or termination. Upon the
expiration or termination of this Agreement for any reason, except as otherwise
5 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
provided in this Agreement and to any rights and/or obligations that have
accrued prior to termination, neither Party shall have any further obligations
of a continuing nature.
11. Default
Without regard to any other provisions of this Agreement or rights hereunder,
the Parties agree that it shall be a material default under this Agreement if
Customer fails to pay Qwest in accordance with Section 7 of this Agreement. Upon
default under this Section 11, Qwest shall be entitled to all rights and
remedies under the Qwest Tariff and other applicable law.
12. Liability
EXCEPT AS PROVIDED OTHERWISE IN A SERVICE EXHIBIT, QWEST'S LIABILITY ARISING OUT
OF MISTAKES, ACCIDENTS, OMISSIONS, INTERRUPTIONS, ERRORS, DELAYS OR DEFECTS IN
THE ORDERING, PROCESSING, PROVISIONING, INSTALLATION OR TRANSMISSION OF ANY
SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT OF THE APPLICABLE CREDITS IN
ACCORDANCE WITH ITS CREDIT POLICIES THEN IN EFFECT. WITHOUT LIMITING THE
FOREGOING, QWEST SHALL HAVE NO OBLIGATION TO PROVIDE ALTERNATIVE ROUTING WITH
RESPECT TO ANY SERVICE OR TRANSMISSION CAPACITY PROVIDED PURSUANT TO THIS
AGREEMENT. IN NO EVENT SHALL QWEST BE LIABLE TO CUSTOMER OR ANY OTHER PERSON,
FIRM OR ENTITY IN ANY OTHER RESPECT, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
SPECIAL, INCIDENTAL, ACTUAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OF ANY
KIND OR NATURE WHATSOEVER, EVEN IF FORESEEABLE, ARISING OUT OF ANY MISTAKE,
ACCIDENT, ERROR, OMISSION, INTERRUPTION, DELAY OR DEFECT IN THE ORDERING.
PROCESSING, PROVISIONING, INSTALLATION OR TRANSMISSION OF ANY SERVICES OR THE
OBLIGATIONS OF QWEST PURSUANT TO THIS AGREEMENT AND ANY EXHIBITS HERETO. QWEST
MAKES NO WARRANTY WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION,
QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF THE SERVICE
OR LOCAL ACCESS OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY QWEST ARE
HEREBY EXCLUDED AND DISCLAIMED. FOR THE PURPOSE OF THIS SECTION, THE TERM
"QWEST" AND "CUSTOMER" SHALL BE DEEMED TO INCLUDE QWEST, CUSTOMER, AND THEIR
RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND AFFILIATES.
CUSTOMER HAS ACCEPTED THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH
HEREIN AS PART OF A BARGAIN TO LOWER THE PRICE OF QWEST'S SERVICES HEREUNDER AND
UNDERSTANDS THAT THE PRICES OF SAID SERVICES WOULD BE HIGHER IF QWEST WERE
REQUIRED TO ACCEPT GREATER LIABILITY AND/OR DAMAGE LIABILITY.
13. Relationship
Neither Party shall have the authority to bind the other by contract or
otherwise make any representations or guarantees on behalf of the other. Both
Parties acknowledge and agree that the relationship arising from this Agreement
is one of independent contractor, and does not constitute an agency, joint
venture, partnership, employee relationship or franchise.
14. Assignment or Sale
This Agreement shall be binding on Customer and its respective Affiliates,
successors, and assigns. Customer shall not assign, sell or transfer this
Agreement or the right to receive the Services provided hereunder, whether by
operation of law or otherwise, without the prior written consent of Qwest, such
consent shall not be unreasonably withheld by Qwest. Qwest may terminate this
Agreement in the event of an actual or purported assignment, sale or transfer of
this Agreement by Customer without Qwest's prior written consent.
6 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
15. Reporting Requirements
Where reporting obligations or requirements are imposed upon Qwest by any third
party or regulatory agency, and which such obligations or requirements can only
be satisfied by obtaining information from Customer, Customer agrees to comply
with such obligations and requirements, as reasonably required by Qwest, and to
hold Qwest harmless for any failure of compliance with any such obligations or
requirements.
16. Governing Law, Certifications and Warranties
(A) Customer understands that Qwest, in conducting its business in the manner
set forth herein, is subject to the Communications Act of 1934, as amended, and
as interpreted and applied by the Federal Communications Commission. All terms
of this Agreement not subject to the Communications Act of 1934 as amended and
as interpreted and applied by the F.C.C. will be interpreted according to New
York state law, without regard to the choice of law provisions of such State.
(B) If service is provided solely within a single state in a manner which
subjects the Service to regulation by such state, then the terms and conditions
of such Service and of this Agreement shall be subject to such regulations and
to any addendum to this Agreement relating thereto which is delivered by Qwest
to Customer. Customer shall have the right to terminate this Agreement within
ten (10) business days of receipt of such addendum without further liability
hereunder.
(C) Customer certifies and warrants that it, and its business of resale of the
Services, is in compliance with and will continue to be in compliance, in all
material respects, with all international, federal, state and local laws and
regulations relating to its performance under this Agreement. Customer certifies
further that it is in good standing under the laws of the States in which it was
organized, is existing or is doing business. Customer is solely responsible for
obtaining all licenses, approvals, and regulatory authority for its operation
and the provision of services to its End Users. Any breach of the obligations of
a Party under this Section shall be a material breach of this Agreement. If
Customer does not comply with this Section, in addition to any remedies
available to it at law or in equity, Qwest, in its sole discretion, may elect to
decline to accept additional orders under this Agreement or it may immediately
terminate this Agreement without further liability or obligation to Customer.
17. Survival
All warranties, representations, indemnities, covenants and other agreements of
the Parties hereto shall survive the execution, delivery and termination of this
Agreement and shall, notwithstanding the execution, delivery and termination of
this Agreement, continue in full force and effect. The terms and conditions of
the Qwest Tariff along with Section 6, 7, 9, 11, 12, 13, 15, 18, 19, 24 and any
provision hereof, which, by its context is intended to survive the termination
or expiration hereof, shall also survive. Additionally, any obligation to hold
harmless and indemnify a Party hereunder shall survive the termination or
expiration of this Agreement.
18. Indemnification
Customer shall indemnify, defend and hold harmless Qwest from and against any
claims, actions, damages, liabilities, costs, judgments or expenses (including
attorney fees and an allocable portion of in-house counsel fees) arising out of
third Party claims resulting from the resale or reselling of the Service,
including but not limited to the provision or termination of, or failure to
provide, service by Customer to End Users.
19. Nondisclosure
Neither Party shall disclose to any third Party during the term of this
Agreement and during the one (1) year period immediately following termination
of this Agreement, any of the terms and conditions set forth in this Agreement
unless disclosure is required by any state or federal governmental agency, is
otherwise required to be disclosed by law, or is necessary in any proceeding
establishing rights or obligations under this Agreement. Each Party reserves the
right to terminate this Agreement, upon written notification, upon discovery of
any disclosure prohibited hereunder.
7 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
20. Integration and Amendments
The Agreement, together with all Exhibits, represents the entire understanding
of the Parties with respect to the subject matter under this Agreement. Any and
all prior offers, contracts, agreements, representations and understandings made
to or with Customer by Qwest or any Affiliate or predecessors-in-interest with
respect to the subject matter under this Agreement, whether oral or written,
shall be superseded by this Agreement. All amendments to this Agreement shall be
in writing and signed by both Parties.
21. Waiver
The terms, covenants, representations and warranties of this Agreement may be
waived only by a written instrument executed by the Party waiving compliance.
The failure of either Party at any time to require performance of any provision
hereof shall, in no manner, affect the right at a later date to enforce the
same. No waiver by either Party of any breach of any term, covenant,
representation or warranty contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be construed as a
further or continuing waiver of any such breach or the breach of any other term,
covenant, representation or warranty of this Agreement.
22. Severability
In the event that any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein. Further, in the event that any provision of this Agreement shall be held
to be invalid, illegal or unenforceable by virtue of its scope or period of
time, but may be made enforceable by a limitation thereof, such provision shall
be deemed to be amended to the minimum extent necessary to render it valid,
legal and enforceable or in the alternative both Parties shall negotiate in good
faith to substitute for such invalid, illegal, or unenforceable provision a
mutually acceptable provision that is consistent with the original intent of the
Parties.
23. Notice
Except when actual receipt is expressly required by the terms hereof, notice is
considered given either (i) when delivered by facsimile service to the phone
number listed below with duplicate notification sent via regular U.S. Mail or
overnight delivery or; (ii) when delivered in person to the recipient named
below; or (iii) after deposit in the United States mail in a sealed envelope or
container, either registered or certified mail, return receipt requested,
postage prepaid, or via overnight courier service, addressed by name and address
to the Party or person intended as follows:
To Customer: New Millennium Multimedia, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile #: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman and Chief
Executive Officer
To Qwest: Qwest Communications Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile #: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
Any Party may at any time change its address or facsimile number for
notification purposes by giving the other Party prior written notice as provided
in this Section by setting forth the new address and the date on which it will
become effective. Either Party may require, by prior written notice given at any
time or from time to time, subsequent notices to be given to another individual
person, whether a Party or an officer or representative, or to a different
8 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
address, or both; provided, however, that a P.O. Box shall not be considered to
be an address for purposes of this Agreement.
24. Arbitration Of Disputes
(A) Any dispute arising out of this Agreement relating to Qwest invoices or
balances owed by Customer to Qwest for Services rendered, which cannot be
resolved between the Parties, shall be settled by binding arbitration at the
office of the American Arbitration Association ("AAA") located in Washington,
D.C. The arbitration shall be held in accordance with the commercial Arbitration
Rules of the American Arbitration Association ("AAA Rules"), as amended by this
Agreement.
(B) Either Qwest or the Customer may initiate arbitration by providing written
demand for arbitration, a copy of this Agreement and the administrative fee
required by the AAA Rules to the AAA its Washington, D.C. A copy of the notice
shall also be provided to the other Party. The remaining cost of the
arbitration, including the fees and expenses of the arbitrator, shall be shared
equally by the Parties unless the arbitration award provides otherwise. Each
Party shall bear the cost of preparing and presenting its case.
(C) One arbitrator shall be appointed in accordance with the AAA Rules within
sixty (60) days of the submission of the demand for arbitration, unless both
Parties otherwise agree in writing. The arbitrator shall designate the time and
place in the Washington, D.C. area, as applicable, for the hearing within thirty
(30) days of his or her appointment. Qwest and the Customer agree that the
Arbitrator's authority to grant relief shall be subject to the provisions of
this Agreement, the United States Arbitration Act, ("USAA"), the ABA-AAA Code of
Ethics for Arbitrators in Commercial Disputes, Qwest Tariffs, substantive law,
and the Communications Act of 1934, as amended. The Arbitrator shall not be able
to award, nor shall any Party be entitled to receive punitive, incidental,
consequential, exemplary, reliance or special damages, including damages for
lost profits. The Arbitrator's decision shall follow the plain meaning of the
relevant documents, and shall be final, binding, and enforceable in a court of
competent jurisdiction. The decision of the Arbitrator is appealable only for
perceived mistakes or misapplication of the law.
(D) Any dispute not outlined in Section 24 (A) and arising out of or related to
this Agreement regardless of the form of action whether in contract, indemnity,
warranty, strict liability, or tort, including negligence of any kind with
regard to Qwest Services or other conduct under this Agreement may be subject to
arbitration upon the written consent of both Parties.
25. Attachments and Exhibits
All Attachments and Exhibits annexed to this Agreement are expressly made a part
of this Agreement as fully as though completely set forth in it. All references
to this Agreement shall be deemed to refer to and include this Agreement and all
such Attachments and Exhibits.
26. Headings
The headings of sections and subsections used in this Agreement are for
convenience only and are not part of its operative language. They shall not be
used to affect the construction of any provisions hereof.
27. Third-Parties
The representations, warranties, covenants and agreements of the Parties set
forth in this Agreement are not intended for, nor shall they be for the benefit
of or enforceable by, any person not a party hereto, including, without
limitation, the End Users and Affiliates. For purposes of this Agreement,
"Affiliate" shall mean: (i) any individual, corporation, partnership, limited
liability company, limited liability partnership, practice, association, joint
stock company, trust, unincorporated organization or other venture or business
vehicle (each an "Entity") in which a Party owns a twenty percent (20%) or
greater equity interest; or (ii) any Entity which, directly or indirectly, is in
control of, is controlled by or is under common control with a Party, as
applicable, after applying the attribution rules of Section 318 of the Internal
Revenue Code. For the purpose of this definition, control of an Entity shall
include the power, directly or
9 August 31, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ AND PROPRIETARY
QWEST COMMUNICATIONS CORPORATION
WHOLESALE SERVICES AGREEMENT
indirectly, whether or not exercised: (i) to vote fifty percent (50%) (or such
lesser percentage as is the maximum allowed to be owned by a foreign corporation
in a particular jurisdiction) or more of the securities or other interests
having ordinary voting power for the election of directors or other managing
Authority of such Entity; or (ii) to direct or cause the direction of the
management or policies of such Entity, whether through ownership of voting
securities, partnership interest or equity, by contract or otherwise.
28. Authorization
(A) Customer presents and warrants that the full legal name of the legal entity
intended to receive the benefits under this Agreement and intended to use the
Services is the name set forth in this Agreement and in the execution block.
Each Party represents to the other Party that the person executing this
Agreement on its behalf has been duly authorized by such Party to execute and
bind such Party to the terms and conditions contained in this Agreement. Each
Party, with full knowledge of all terms and conditions herein, does hereby
warrant and represent that the execution, delivery, and performance of this
Agreement are within such Party's corporate and/or partnership powers, have been
duly authorized, and are not in conflict with law or the terms of any charter or
bylaw or any agreement to which such Party is a party or by which it is bound or
affected.
(B) Qwest may act in reliance upon any instruction, instrument, or signature
reasonably believed by Qwest to be genuine. Qwest may assume that any employee
of a party to this Agreement who gives any written notice, request, or
instruction has the authority to do so.
IN WITNESS WHEREOF, an authorized representative of each Party has executed this
Agreement effective as of the date of execution by Qwest as set forth below.
QWEST COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date 9/21/99
---------------------------------- --------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: V.P.
-------------------------------
NEW MILLENNIUM MULTIMEDIA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date 9/7/99
---------------------------------- --------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
10 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
GENERAL
Qwest agrees to provide the Services set forth in this Exhibit, in accordance
with the Agreement and subject to the terms and conditions set forth in this
Exhibit. All defined terms used herein shall have the meanings ascribed to them
in the Agreement or, if not defined, in the telecommunications industry, as
appropriate, unless otherwise noted herein.
Interstate rates are per State and are for state-wide calling. The applicable
continental U.S. Interstate rate is determined based upon the originating state
of an outbound call or based upon the terminating state of a toll-free inbound
call. Intrastate rates are per State and are for state-wide termination.
Domestic rates shown in the ReQwest Interstate and Intrastate rate schedules of
Exhibit D2 are shown in terms of full minutes and are billed in six (6) second
increments.
International rates are per country and are for country-code wide termination.
International rates shown in the ReQwest International rate schedules of Exhibit
D2, with the exception of Mexican rates, are shown in terms of a rate per minute
and are billed in six (6) second increments, with an initial thirty (30) second
increment. Mexican calls are billed in full minute (60 second) increments.
Directory Assistance calls are billed on a per-call basis.
Calling Card rate billing increments vary by originating and terminating points
of the call and are as set forth in the Calling Card rate schedule of Exhibit
D2.
Rates shown in the ReQwest rate Exhibit D2 are Base Rates. Discounts, if any,
will be applicable pursuant to the below Discounts Section and Discount
Schedule.
Qwest reserves the right to charge all short duration calls (i.e. calls under 6
seconds in length) a minimum of one-cent ($0.01) per answered call if Qwest
determines that Customer has excessive quantities (i.e. more than 10% of
Customer's total calls) of such short duration calls.
Qwest will provide reasonable amounts of training at Qwest's premises and at
times agreed to by Qwest for the Customer on the proper procedures and
documentation required for all Services provisioning necessary for the
Customer's use of the Services.
Customer's Usage Revenue (as defined herein) must equal or exceed the [***]
monthly product-based minimum associated with the ReQwest Switchless Reseller
Services (the "Product Minimum"). Customer acknowledges and agrees that if, by
the end of month twelve, the Customer's Usage Revenue does not equal or exceed
Product Minimum, Qwest may, at Qwest's sole determination, upon thirty (30)
calendar days written notice to Customer, terminate the Agreement without
further liability or obligation to Customer, except as may be otherwise set
forth in the Agreement.
"RBOC-ITC SURCHARGE"
The rates agreed to by Qwest under the Agreement are based upon the condition
that Customer will originate at least 85% of Customer's total Domestic usage of
the Service in a tandem owned and operated by a Regional ▇▇▇▇ Operating Company
("RBOC") and subject to such RBOC's tariffed access charges. Qwest will apply a
surcharge of $0.04 per minute of use to the number of minutes by which
Customer's Non-RBOC originations exceed 15% of Customer's total usage of the
Services.
ROUNDING
Currently, the ReQwest Switchless Reseller Service utilizes "bulk rounding". For
the purposes of this Agreement, bulk rounding is defined as carrying over the
3rd and 4th place amounts of a call charge to the next call, and continuing to
do so until one full cent ($0.01) is accrued. When this has occurred, the cent
is applied to the next call. In addition, the ReQwest Switchless Reseller
Service employs whole call rounding, which means that all calls are rounded only
once, as opposed to once for each element (e.g. initial and incremental).
[***] Confidential treatment requested.
1 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
SWITCHED SERVICES PROVISIONING
If necessary to provision the Qwest Services to Customer, Qwest will install
properly provided orders of Customer into the Qwest billing system. Such
installation shall be within a reasonable time, in accordance with Qwest's
standard policies and procedures, and after receipt of such order in an accurate
manner by Qwest from Customer. Such installation may be by direct data transfer
from Customer into the Qwest system or may be by manual installation. In the
normal course of its business, Qwest will notify the Local Exchange Carrier
("LEC") of all ANI orders that have been installed into the Qwest billing
system. No orders may be added to Qwest's billing system without a PIC request
to the LEC. Qwest will assume no responsibility for the maintenance or tracking
of ANIs or requests that do not include a PIC request.
The customer understands and agrees that the successful activation of orders in
Qwest's billing and provisioning systems is contingent upon the completeness and
accuracy of the information provided to Qwest with these orders. If this
information is not complete or accurate, the order will be returned to Customer
for correction and resubmission to Qwest. If the records of the LEC and those
supplied to Qwest by Customer do not coincide in every respect, the LEC may
reject the order installation from Qwest. In such event, the request will be
returned to Qwest for correction and resubmission. If the End User has converted
to Qwest service by the LEC for another reason, the End User will be billed by
the LEC for any use of Qwest telecommunications services, the End User will
receive Qwest Services at Qwest standard Tariff or program rates, and Qwest will
receive all such revenue from any use of the Qwest Services.
As Customer performs its own End User order entry into Qwest's billing system
(the "Order Entry"), Customer acknowledges that Qwest may audit, at any time,
Customer's ANIs present in Qwest's billing system to verify the accurate billing
of Services provided to Customer based upon such Order Entry. Customer agrees
that it shall be responsible for all charges for Services usage that result from
Customer's Order Entry, even if not correctly entered. Customer further
acknowledges and agrees that Qwest is entitled to correct any incorrect billing
resulting from Customer's incorrect Order Entry and, notwithstanding anything to
the contrary in the Agreement limiting Qwest's right to backbill any amounts, to
▇▇▇▇ Customer for any amounts that were not billed due to Customer's Order Entry
error ("Backbill"). Customer agrees to pay any such Backbill amounts. Customer
agrees that Qwest shall be entitled to correct any Customer Order Entry Qwest
has found to be incorrect and shall notify Customer of any such corrections.
If the LEC, for whatever reason, has not designated Qwest as each End User's
PIC, the End User will be billed in accordance with the records of the LEC. Each
Party will use reasonable efforts to notify the other Party of any rejection of
order installation by the LEC. Customer is responsible for determining the
correct information for reinstallation of the order. Customer understands that
Qwest shall have no liability for any acts or omissions of LECs, including the
making or failure to make PIC changes.
Orders for installation, change, block, and disconnection are to be transmitted
to Qwest via a file format, determined and managed by Qwest, or via Remote
Control's interactive order entry system or Qwest's then existing system. Qwest
makes no guarantee to Customer of the existence of any particular provisioning,
order or management system. If Customer elects to utilize certain interactive
order systems then available by Qwest, Customer may be required to execute other
agreements, including without limitation, software license agreements, related
to the use of such systems. Included in these orders must be all information
necessary to properly load the order into Qwest's billing system and to
provision the order with a third party, such as the LEC.
PIC AUTHORIZATIONS
(A) Customer shall obtain a signed or verbal PIC authorization with true third
party verification in accordance with then applicable and existing state
and FCC guidelines for each ANI ordered by Customer. Upon an oral or
written request by Qwest, Customer shall immediately produce a copy of the
written or verbal authorization. Qwest reserves the right not to process
or turn up ANIs until Customer has produced appropriate written or verbal
authorizations requested by Qwest. If Customer does not comply with the
request for PIC authorizations, Qwest reserves the right not to accept
additional ANIs until Customer complies. If Customer elects to provide
only direct dial (or so-called "1+") services, and Qwest will act as
2 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
the interexchange carrier ("IXC") for operator-assisted (or so-called
"0+") traffic generated by Customer's End Users, Customer acknowledges
that Qwest shall be the primary carrier for 0+ operator assisted intraLATA
and interLATA long distance services. Customer agrees to inform its End
Users of the foregoing.
(B) In the event a LEC or any regulatory entity assesses Qwest any charge,
fine, forfeiture, or fee for improper or inadequate PIC authorizations
relating to Customer's service, Customer shall promptly reimburse Qwest
for all such charges plus a Qwest management fee of twenty-five dollars
($25.00) per ANI ordered by Customer that is reasonably deemed by Qwest to
lack proper service authorization or PIC verification (the "Improper PIC
Fee").
(C) Upon the request of Qwest, Customer shall promptly provide to Qwest or the
LEC, at Customer's expense, any documentation required by the LEC
regarding PIC selections or authorizations from Customer's End Users. In
addition, Customer shall promptly and in good faith cooperate with Qwest
and all LECs in investigating and attempting to resolve all PIC selection
and authorization disputes.
CANCELLATION, BLOCKING, AND DISCONNECTION OF SERVICE
Without affecting Customer's minimum usage, Revenue Commitment or other
obligations herein, Customer may cancel, disconnect, or terminate a portion of
the Service when Customer's End User has provided a new PIC authorization to
another carrier. Customer shall be financially responsible for Service provided
under this Agreement until such time that the new PIC change is implemented.
TOLL FREE SERVICES PORTABILITY
Qwest will provide toll free inbound services to End Users desiring to keep
their then current toll free number provided that the End User signs a Letter of
Agency designating Qwest as the Responsible Organization for the toll free
number.
PICC, PAYPHONE COMPENSATION, AND OTHER REGULATORY REFORM RELATED SURCHARGES
As a result of regulatory reform, certain government subsidies and other
government-imposed charges previously collected through local exchange access
usage rates are assessed directly upon interexchange carriers on a per-line or
per-call basis. The following flat rate charges may apply to Customer's total
charges as a result, and Customer agrees to be responsible for paying for such
fees. These charges will be itemized on the customer's ▇▇▇▇ and are in addition
to the rates for services described in Exhibit D2.
o Payphone Compensation Surcharge: [***] per payphone originated, completed
call will be assessed.
o PICC (Primary Interexchange Carrier Charge): A fee per line presubscribed
to Qwest/LCI that may vary as follows, depending upon line type. These
charges are subject to change.
o [***] for each Single Line Business and Primary Residential line
o [***] for each Subsequent Residential line
o [***] for each Multi-Line Business line
OTHER ANCILLARY FEES
Monthly Electronic Billing Call Detail Delivery per [***]
disk/tape/CD ROM
In your choice of media including Magnetic
Tape, CD ROM, or Diskette
PIC Processing Charge * [***]
Electronic Provisioning [***]
8XX SMS Number Storage Charge per active [***]
3 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
number
* Excluding the Improper PIC Fee
TOLL FREE DIRECTORY ASSISTANCE LISTING
At the Customer's written request, Qwest will provide a Toll Free Services
Directory Assistance listing in the national database. The Customer understands
that this Service is ultimately provided by a third party, and subject to the
policies and procedures set forth by this third party. The charges for this
service are as follows:
Normal Set-Up Fee: [***] Non-Recurring Charge
Three Day Expedite Set-Up Fee: [***] Non-Recurring Charge
Change or Cancel Fee: [***] Non-Recurring Charge
Monthly Recurring Charge: [***] Monthly-Recurring Charge
PROJECT ACCOUNT CODES (PAC)
Qwest will provide Project Account Codes for use with outbound and toll free
inbound services to Customer at the following rates:
o Outbound PAC (charges are per account):
Non-Verified PAC set up: [***]
Verified PAC set up: [***]
Non-Verified PAC Monthly Recurring Charges: [***]
Verified PAC Monthly Recurring Charges: [***]
o Toll Free PAC (charges are per toll free number):
Non-Verified PAC set up: [***]
Verified PAC set up: [***]
Non-Verified PAC Monthly Recurring Charges: [***]
Verified PAC Monthly Recurring Charges: [***]
Customer agrees to be responsible for such charges and that such charges shall
be due upon receipt in accordance with the payment terms and conditions under
the Agreement.
CALLING CARD SERVICES
Qwest Reseller Calling Card Service offers domestic-to-domestic,
domestic-to-international and international origination calling card service
from certain countries with the use of a fourteen digit authorization code,
consisting of 10 digits plus a 4 digit PIN. Customer shall request the
provision, and Qwest shall provide, the Reseller Calling Card Service, through
and in accordance with the completion and submission of Qwest's Calling Card
Order Form and order procedures in effect, as may be changed from time to time.
Qwest's Calling Card Service offers two options with respect to the branding of
the platform:
o Generic Calling Card Option, and
o Private-Labeled Calling Card Option.
The Generic Calling Card offers no branding on the platform or in the branding
of Operator Services calls. The Private Labeled version of Qwest's Calling Card
Service offers branding in the Customer's name for the greeting and closing
platform scripts; the request of a Toll Free access number to the platform;
branding of the Operator Services greeting in the Customer's name; and routing
of customer service calls to the Customer's own customer service center.
For both Calling Card Service options, the customer is responsible for all
calling card production, fulfillment, billing, collections, tariffing, and
fraudulent use.
4 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
CUSTOMIZED GREETING AND CLOSING MESSAGES WITH PRIVATE-LABELED CALLING CARD
SERVICES
With the Private-Labeled Calling Card, the Customer will provide to Qwest a
requested branded message for platform greeting and closing. These branded
messages must be sent to Qwest's Account Management group on a diskette
containing the two pre-recorded customized .wav files. The .wav files must meet
the following specifications:
o 22,500 Hz, 16-bit Mono
o greeting and closing message should be saved as two different files
o submitted to Qwest on a 3.5" diskette
o leading and trailing noise must be removed
o One (1) second of silence is required in front of the message and one (1)
second of silence after the message is required to allow for message
queuing on the 8XX recording.
Qwest reserves the right to approve or reject Customer greeting and closing
messages that are to be placed on the platform.
CUSTOMER SERVICE CALL ROUTING WITH PRIVATE-LABELED CALLING CARD SERVICES
With the Private-Labeled Calling Card, Qwest will provide customer service
routing to the Customer's customer service line for calls originating in the
continental United States. The customer will be required to provide Qwest with
the customer service routing number on the Calling Card Order Form. Three
consecutive mistakes in number dialing will cause calls to be forwarded to
Customer's Customer Service.
OPERATOR SERVICES BRANDING WITH PRIVATE-LABELED CALLING CARD SERVICES
With the Private-Labeled Calling Card, Customers may elect to customize its
operator services greeting for domestic-originated calling. Greeting content
should be provided by the customer by filling out the appropriate section in the
Private Label Travel Card Order Form. Qwest reserves the right to approve or
reject these greetings prior to submission or use. Dialing "0" or 15 seconds of
dialing unresponsiveness by the card user will cause a call to be forwarded to
Qwest Operator Services for the fees as described below in this Exhibit.
CALLING CARD SERVICE CHARGES
Calling Card Nonrecurring Charges
The Customer will pay a platform implementation fee of [***] per Access Number
associated with the Private Labeled Calling Card option to Qwest in accordance
with the agreed-upon payment terms and conditions set forth in the Agreement and
the Calling Card Order Form. This charge shall be credited to subsequent
Customer's Invoices from Qwest once Qwest collects Usage Revenue (as hereinafter
defined) payment of Customer's Travel Card Usage per Access Number billing which
exceeds [***].
Customer shall pay to Qwest a nonrefundable service fee of [***] for each
Customer-initiated scripting, greeting or routing change per Access Number after
Qwest's initial set-up of the Customer Calling Card platform.
Calling Card Operator Services Surcharge
A [***] per call surcharge will be applied to any call that is forwarded to
Qwest Operator Services from the calling card platform for all calls originating
in the continental United States. This charge will be assessed in addition to
metered usage charges incurred by the call.
INSTALLATION AND MONTHLY CHARGES FOR DEDICATED ACCESS SERVICES
Installation and monthly charges associated with dedicated access services will
be billed to Customer, and Customer agrees to pay such charges in accordance
with the payment terms and conditions under the Agreement. These charges include
those associated with local loops, CSU/DSU, channel card, T-1 centrex cards and
any other
5 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
equipment or services provided by Qwest in order to install, test and maintain
dedicated access lines. Monthly recurring charges will be those standard rates
unless otherwise negotiated by Qwest and Customer. Installation charges will be
on an individual case basis.
DISCOUNTS
The ReQwest Discount Schedule contains two options, as follows:
1) Standard Revenue Discounts: The Discounts set forth in the Standard Revenue
Discount Schedule will be applied to ReQwest Usage Revenue (as hereinafter
defined) as set forth in the Recipient Services Schedule and according to
Customer's actual usage of the contributing Services, as set forth in the
Contributing Services Schedule. The Customer need not commit to any Service
Revenue Commitment or Term Commitment (both as hereinafter defined), other than
those which otherwise may be set forth in the Switchless Reseller Services
Agreement. For purposes of this Agreement and the Exhibits, "Usage Revenue"
shall mean Customer's total monthly recurring and usage charges, after
applicable discounts are applied, for applicable Qwest Services based upon the
agreed-upon rates, exclusive of charges, fees and other amounts owing for,
related to or constituting taxes, surcharges, credits, chargebacks, unpaid
amounts, co-location, equipment, installation, local loops and other
nonrecurring charges.
2) Committed Revenue Discounts: If the Customer commits to a specified Usage
Revenue (the "Revenue Commitment") and term (the "Term Commitment"), the
Customer is eligible to receive the corresponding discount, as presented in the
Committed Revenue Discount Schedule, off the services listed in the Recipient
Services Schedule beginning with Customer's first usage of the Services. The
Revenue Commitment must be met by Customers usage of the Services listed in the
Contributing Services Schedule within the agreed-upon Term Commitment. If this
Revenue Commitment is not met by the end of the Term Commitment, the Customer
agrees that it will pay the shortfall charge as follows:
Revenue Commitment X Term Commitment (in months)
Less Customer's Actual Service Usage Revenue
------------------------------------------------
= "Deficiency" Charge Owed by Customer
In addition, Customer's Revenue Commitment will be evaluated on a periodic basis
by Qwest, depending upon the agreed-upon Term Commitment. The formula and
milestones used by Qwest to evaluate a Customer's Revenue Commitment progress
are described in the Term Commitment Ramp Schedule.
Customer acknowledges and agrees that if the Customer fails to meet any of the
above-specified milestones, Qwest may, at Qwest's sole determination, either:
o Upon thirty (30) calendar days written notice to Customer, collect the
Deficiency Charge consisting of the difference between the Revenue
Commitment owed to Qwest by the end of the particular measuring milestone
period and the aggregate Usage Revenue actually paid to and retained by
Qwest by such milestone, or
o Renegotiate the Agreement at rates and term mutually acceptable to Qwest
and Customer.
Customer acknowledges and agrees that certain rates and discounts would not be
offered to Customer without Customer's agreement to make the Revenue Commitment.
Customer and Qwest agree that any Deficiency Charge or relief provided hereunder
represents a mutual good faith estimate of, and bears a reasonable relationship
to actual damages to Qwest in the event of Customer failure to meet such Revenue
Commitment. Customer agrees that such Deficiency Charge does not represent a
penalty of any kind and that such charges shall be obligations of Customer
subject to specific performance.
The Customer may not meet the total Revenue Commitment (monthly Revenue
Commitment X (times) the number of months in the Term Commitment) in less time
than one-half of the Term Commitment.
6 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY2
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
Standard Revenue Discount Schedule
---------------------------------------------------------------
Monthly Revenue* Standard Discounts without
Revenue Commitment
===============================================================
$0-$24,999.999 [***]
---------------------------------------------------------------
$25,000.000-$99,999.99 [***]
---------------------------------------------------------------
$100,000.00 - $249,999.99 [***]
---------------------------------------------------------------
$250,000.00 - $499,999.99 [***]
---------------------------------------------------------------
$500,000.00 - $999,999.99 [***]
---------------------------------------------------------------
$1,000,000.00 - $1,999,999.99 [***]
---------------------------------------------------------------
$2,000,000 and above [***]
---------------------------------------------------------------
Committed Revenue Discount Schedule
----------------------------------------------------------------------------------------
One Year Commitment Two Year Commitment Three Year Commitment
----------------------------------------------------------------------------------------
Term Term Term
Commitment Discount Commitment Discount Commitment Discount
========================================================================================
$300,000 [***] $600,000 [***] $900,000 [***] [***]
----------------------------------------------------------------------------------------
$1,200,000 [***] $2,400,000 [***] $3,600,000 [***] [***]
----------------------------------------------------------------------------------------
$3,000,000 [***] $6,000,000 [***] $9,000,000 [***] [***]
----------------------------------------------------------------------------------------
$6,000,000 [***] $12,000,000 [***] $18,000,000 [***] [***]
----------------------------------------------------------------------------------------
$12,000,000 [***] $24,000,000 [***] $36,000,000 [***] [***]
----------------------------------------------------------------------------------------
$24,000,000 + [***] $48,000,000 + [***] $72,000,000 + [***] [***]
----------------------------------------------------------------------------------------
Term Commitment Ramp Schedule
--------------------------------------------------------------------------------
Milestone Minimum Usage Requirement
--------------------------------------------------------------
Ramp Milestone One Year Two Year Three Year
================================================================================
6th Month [***] of commitment N/A N/A
--------------------------------------------------------------------------------
12th Month [***] of commitment [***] of commitment [***] of commitment
--------------------------------------------------------------------------------
24th Month N/A [***] of commitment [***] of commitment
--------------------------------------------------------------------------------
36th Month N/A N/A [***] of commitment
--------------------------------------------------------------------------------
Contributing Services Schedule
--------------------------------------------------------------------------------
Contributing Services*
--------------------------------------------------------------------------------
All ReQwest Switchless Reseller Domestic Inbound and Outbound Services
--------------------------------------------------------------------------------
All ReQwest Switchless Reseller International, Canadian, and Mexican Services
--------------------------------------------------------------------------------
All ReQwest Switchless Reseller Calling Card Services
--------------------------------------------------------------------------------
All ReQwest Switchless Reseller Directory Assistance Services
--------------------------------------------------------------------------------
All Domestic Qwest Express Originating and Terminating Usage
--------------------------------------------------------------------------------
All Qwest Express International Terminating Usage
--------------------------------------------------------------------------------
All Qwest Express Directory Assistance Usage
--------------------------------------------------------------------------------
All Qwest Express Canadian Termination Usage
--------------------------------------------------------------------------------
All Qwest Express Mexican Termination Usage
--------------------------------------------------------------------------------
All Dedicated Facilities Monthly Recurring Charges
--------------------------------------------------------------------------------
7 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT Dl
REQWEST SWITCHLESS RESELLER SERVICE DESCRIPTION
WHOLESALE SERVICES AGREEMENT
* Charges, fees and other amounts owing for, related to or constituting taxes,
surcharges, credits, chargebacks, uncollectable Customer charges, pass-through
charges, equipment, installation charges and local loops shall not be included
as part of Usage Revenue or the Revenue Commitment or Contributing Services.
Recipient Services Schedule
--------------------------------------------------------------------------------
Services Eligible to Receive ReQwest Discounts
--------------------------------------------------------------------------------
ReQwest Switchless Reseller Domestic Inbound and Outbound Interstate Services
--------------------------------------------------------------------------------
Customer selects and agrees with the following Discount Option (indicate
selected option, ▇▇▇▇ amounts, and initial as appropriate):
|X| Standard Revenue Discount Option at the Discounts per the above Discount
Chart
|_| Revenue Commitment Discount Option
|_| per month Revenue Commitment Volume, and
|_| year Term Commitment, with
|_| % discount.
8 August 31, 1999
QWEST CONFIDENTIAL AND PROPRIETARY
ReQwest
SWITCHLESS RESELLER 1+ OUTBOUND
================================================================================
1+ (OUTBOUND) BASE RATES
SWITCHED DEDICATED
STATE INTERSTATE INTRASTATE INTERSTATE INTRASTATE
=============================================================
AL [***] [***] [***] [***]
-------------------------------------------------------------
AR [***] [***] [***] [***]
-------------------------------------------------------------
AZ [***] [***] [***] [***]
-------------------------------------------------------------
CA [***] [***] [***] [***]
-------------------------------------------------------------
CO [***] [***] [***] [***]
-------------------------------------------------------------
CT [***] [***] [***] [***]
-------------------------------------------------------------
DC [***] [***] [***] [***]
-------------------------------------------------------------
DE [***] [***] [***] [***]
-------------------------------------------------------------
FL [***] [***] [***] [***]
-------------------------------------------------------------
GA [***] [***] [***] [***]
-------------------------------------------------------------
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 [***] [***] [***] [***]
-------------------------------------------------------------
Effective the first day of the
billing cycle AFTER the execution of the New Contract.
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER 1+ OUTBOUND
================================================================================
1+ (OUTBOUND) BASE RATES
SWITCHED DEDICATED
STATE INTERSTATE INTRASTATE INTERSTATE INTRASTATE
=============================================================
WA [***] [***] [***] [***]
-------------------------------------------------------------
WI [***] [***] [***] [***]
-------------------------------------------------------------
WV [***] [***] [***] [***]
-------------------------------------------------------------
WY [***] [***] [***] [***]
================================================================================
Off-Shore Pricing:
================================================================================
1+ (OUTBOUND) RATES*
SWITCHED DEDICATED
=============================================================
AK [***] [***]
-------------------------------------------------------------
HI [***] [***]
-------------------------------------------------------------
PR [***] [***]
-------------------------------------------------------------
USVI [***] [***]
================================================================================
* From continental US to AK/HI/PR/USVI
Interstate and Intrastate calls terminating within the continental US are billed
based upon originating state.
Calls terminating "Off-Shore" are billed based upon terminating State/Region.
Interstate and Intrastate billing increments: 6 seconds initial; 6 second
increments
All Directory Assistance Calls will be billed at $.55 per call.
Effective the first day of the
billing cycle AFTER the execution of the New Contract.
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER 800/8XX INBOUND
================================================================================
800/8XX (INBOUND) BASE RATES
SWITCHED DEDICATED
STATE INTERSTATE INTRASTATE INTERSTATE INTRASTATE
=============================================================
AL [***] [***] [***] [***]
-------------------------------------------------------------
AR [***] [***] [***] [***]
-------------------------------------------------------------
AZ [***] [***] [***] [***]
-------------------------------------------------------------
CA [***] [***] [***] [***]
-------------------------------------------------------------
CO [***] [***] [***] [***]
-------------------------------------------------------------
CT [***] [***] [***] [***]
-------------------------------------------------------------
DC [***] [***] [***] [***]
-------------------------------------------------------------
DE [***] [***] [***] [***]
-------------------------------------------------------------
FL [***] [***] [***] [***]
-------------------------------------------------------------
GA [***] [***] [***] [***]
-------------------------------------------------------------
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 [***] [***] [***] [***]
-------------------------------------------------------------
Effective the first day of the
billing cycle AFTER the execution of the New Contract.
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER 800/8XX INBOUND
================================================================================
800/8XX (INBOUND) BASE RATES
SWITCHED DEDICATED
STATE INTERSTATE INTRASTATE INTERSTATE INTRASTATE
=============================================================
WA [***] [***] [***] [***]
-------------------------------------------------------------
WI [***] [***] [***] [***]
-------------------------------------------------------------
WV [***] [***] [***] [***]
-------------------------------------------------------------
WY [***] [***] [***] [***]
================================================================================
================================================================================
800/8XX (INBOUND) RATES*
SWITCHED DEDICATED
=============================================================
Canada [***] [***]
================================================================================
Off-Shore Pricing:
================================================================================
800/8XX (INBOUND) RATES*
SWITCHED DEDICATED
=============================================================
AK [***] [***]
HI [***] [***]
PR [***] [***]
USVI [***] [***]
================================================================================
* to the Continental US, Interstate Only
Interstate and Intrastate calls originating and terminating within the
continental US are billed based upon terminating state.
Calls originating "Off-Shore" are billed based upon originating State/Region.
Interstate and Intrastate billing increments: 6 seconds initial; 6 second
increments
Effective the first day of the
billing cycle AFTER the execution of the New Contract.
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER INTERNATIONAL
================================================================================
1+ (OUTBOUND) RATES
COUNTRY CODE SWITCHED DEDICATED
=============================
Afghanistan 93 [***] [***]
-----------------------------
Albania 355 [***] [***]
-----------------------------
Algeria 213 [***] [***]
-----------------------------
American Samoa 684 [***] [***]
-----------------------------
Andorra 376 [***] [***]
-----------------------------
Angola 244 [***] [***]
-----------------------------
Anguilla 809 [***] [***]
-----------------------------
Antarctica (Casey&Scott) 672 [***] [***]
-----------------------------
Antigua 809 [***] [***]
-----------------------------
Argentina 54 [***] [***]
-----------------------------
Armenia 374 [***] [***]
-----------------------------
Aruba 297 [***] [***]
-----------------------------
Ascension Island 247 [***] [***]
-----------------------------
Australia 61 [***] [***]
-----------------------------
Austria 43 [***] [***]
-----------------------------
Azerbaijan 994 [***] [***]
-----------------------------
Azores 992 [***] [***]
-----------------------------
Bahamas 809 [***] [***]
-----------------------------
Bahrain 973 [***] [***]
-----------------------------
Bangladesh, People's Republic of 880 [***] [***]
-----------------------------
Barbados 809 [***] [***]
-----------------------------
Belarus 375 [***] [***]
-----------------------------
Belgium 32 [***] [***]
-----------------------------
Belize 501 [***] [***]
-----------------------------
Benin, People's Republic of 229 [***] [***]
-----------------------------
Bermuda 809 [***] [***]
-----------------------------
Bhutan 975 [***] [***]
-----------------------------
Bolivia 591 [***] [***]
-----------------------------
Bosnia & Herzegovina, Republic of 387 [***] [***]
-----------------------------
Botswana 267 [***] [***]
-----------------------------
Brazil 55 [***] [***]
-----------------------------
British Virgin Islands 809 [***] [***]
-----------------------------
Brunei 673 [***] [***]
-----------------------------
Bulgaria 359 [***] [***]
-----------------------------
Burkina Faso 226 [***] [***]
-----------------------------
Burundi 257 [***] [***]
-----------------------------
Cambodia 855 [***] [***]
-----------------------------
Cameroon, United Republic of 237 [***] [***]
-----------------------------
Canada N/A [***] [***]
-----------------------------
Cape Verde Islands 238 [***] [***]
-----------------------------
Cayman Islands 809 [***] [***]
-----------------------------
Central African Republic 236 [***] [***]
-----------------------------
Chad 235 [***] [***]
-----------------------------
Chile 56 [***] [***]
-----------------------------
China, People's Republic of 86 [***] [***]
-----------------------------
Christmas & Cocos Islands 672 [***] [***]
-----------------------------
Colombia 57 [***] [***]
-----------------------------
Comoros, Fed. Islamic Rep. 269 [***] [***]
-----------------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER INTERNATIONAL
================================================================================
1+ (OUTBOUND) RATES
COUNTRY CODE SWITCHED DEDICATED
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of 242 [***] [***]
-----------------------------
▇▇▇▇ Islands 682 [***] [***]
-----------------------------
Costa Rica 506 [***] [***]
-----------------------------
Croatia, Republic of 385 [***] [***]
-----------------------------
Cuba 53 [***] [***]
-----------------------------
Cyprus 357 [***] [***]
-----------------------------
Czech Republic 42 / 420 [***] [***]
-----------------------------
Denmark 45 [***] [***]
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ 246 [***] [***]
-----------------------------
Djibouti, Republic of 253 [***] [***]
-----------------------------
Dominica 809 [***] [***]
-----------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ [***] [***]
-----------------------------
Ecuador 593 [***] [***]
-----------------------------
Egypt, Arab Republic of 20 [***] [***]
-----------------------------
El Salvador 503 [***] [***]
-----------------------------
Equatorial Guinea, Republic of 240 [***] [***]
-----------------------------
Eritrea 291 [***] [***]
-----------------------------
Estonia 372 [***] [***]
-----------------------------
Ethiopia 251 [***] [***]
-----------------------------
Faeroe Islands 298 [***] [***]
-----------------------------
Falkland Islands 500 [***] [***]
-----------------------------
Fiji Islands 679 [***] [***]
-----------------------------
Finland 358 [***] [***]
-----------------------------
France 33 [***] [***]
-----------------------------
French Antilles (Martinique) 596 [***] [***]
-----------------------------
French Guiana 594 [***] [***]
-----------------------------
French Polynesia 689 [***] [***]
-----------------------------
Gabon Republic 241 [***] [***]
-----------------------------
Gambia 220 [***] [***]
-----------------------------
Georgia 995 [***] [***]
-----------------------------
Germany, Fed Republic of 49 [***] [***]
-----------------------------
Ghana 233 [***] [***]
-----------------------------
Gibraltar 350 [***] [***]
-----------------------------
Greece 30 [***] [***]
-----------------------------
Greenland 299 [***] [***]
-----------------------------
Grenada 809 [***] [***]
-----------------------------
Guadeloupe 590 [***] [***]
-----------------------------
Guam 671 [***] [***]
-----------------------------
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ [***] [***]
-----------------------------
Guatemala 502 [***] [***]
-----------------------------
Guinea, Peoples Rev. Rep. 224 [***] [***]
-----------------------------
Guinea-Bissau 245 [***] [***]
-----------------------------
Guyana 592 [***] [***]
-----------------------------
Haiti 509 [***] [***]
-----------------------------
Honduras 504 [***] [***]
-----------------------------
Hong Kong 852 [***] [***]
-----------------------------
Hungary 36 [***] [***]
-----------------------------
Iceland 354 [***] [***]
-----------------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER INTERNATIONAL
================================================================================
1+ (OUTBOUND) RATES
COUNTRY CODE SWITCHED DEDICATED
=============================
India 91 [***] [***]
-----------------------------
Indonesia 62 [***] [***]
-----------------------------
INMARSAT - Atlantic Ocean East 871 [***] [***]
-----------------------------
INMARSAT - Atlantic Ocean West 874 [***] [***]
-----------------------------
INMARSAT - Indian Ocean 873 [***] [***]
-----------------------------
INMARSAT - Pacific Ocean 872 [***] [***]
-----------------------------
Iran 98 [***] [***]
-----------------------------
Iraq 964 [***] [***]
-----------------------------
Ireland, Republic of 353 [***] [***]
-----------------------------
Iridium 881 [***] [***]
-----------------------------
Israel 972 [***] [***]
-----------------------------
Italy/Vatican City 39 [***] [***]
-----------------------------
Ivory Coast, Republic of 225 [***] [***]
-----------------------------
Jamaica 809 [***] [***]
-----------------------------
Japan 81 [***] [***]
-----------------------------
Jordan 962 [***] [***]
-----------------------------
Kazakhstan 7 [***] [***]
-----------------------------
Kenya, Republic of 254 [***] [***]
-----------------------------
Kiribati 686 [***] [***]
-----------------------------
Korea, Dem. People's Rep of (North) 850 [***] [***]
-----------------------------
Korea, Republic of (South) 82 [***] [***]
-----------------------------
Kuwait 965 [***] [***]
-----------------------------
Kyrgyzstan/ Krygyz Rep. 7 [***] [***]
-----------------------------
Laos 856 [***] [***]
-----------------------------
Latvia 371 [***] [***]
-----------------------------
Lebanon 961 [***] [***]
-----------------------------
Lesotho 266 [***] [***]
-----------------------------
Liberia 231 [***] [***]
-----------------------------
Libyan Arab Peoples Socialist
Jamahiriya 218 [***] [***]
-----------------------------
Liechtenstein 41 [***] [***]
-----------------------------
Lithuania 370 [***] [***]
-----------------------------
Luxembourg 352 [***] [***]
-----------------------------
Macau 853 [***] [***]
-----------------------------
Macedonia, The Former Yugoslav
Rep of 389 [***] [***]
-----------------------------
Madagascar, Dem. Rep. of 261 [***] [***]
-----------------------------
Malawi 265 [***] [***]
-----------------------------
Malaysia 60 [***] [***]
-----------------------------
Maldives, Republic of 960 [***] [***]
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ [***] [***]
-----------------------------
Malta 356 [***] [***]
-----------------------------
▇▇▇▇▇▇▇▇ Islands 692 [***] [***]
-----------------------------
Mauritania, Islamic Republic of 222 [***] [***]
-----------------------------
Mauritius 230 [***] [***]
-----------------------------
Mayotte Island (Comoros) 269 [***] [***]
-----------------------------
Mexico Rate Step 1 [***] [***]
-----------------------------
Mexico Rate Step 2 [***] [***]
-----------------------------
Mexico Rate Step 3 [***] [***]
-----------------------------
Mexico Rate Step 4 [***] [***]
-----------------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER INTERNATIONAL
================================================================================
1+ (OUTBOUND) RATES
COUNTRY CODE SWITCHED DEDICATED
=============================
Mexico Rate Step 5 [***] [***]
-----------------------------
Mexico Rate Step 6 [***] [***]
-----------------------------
Mexico Rate Step 7 [***] [***]
-----------------------------
Mexico Rate Step 8 [***] [***]
-----------------------------
Micronesia, Federal States of 691 [***] [***]
-----------------------------
▇▇▇▇▇▇▇ ▇▇▇ [***] [***]
-----------------------------
Monaco 377 [***] [***]
-----------------------------
Mongolian People's Republic 976 [***] [***]
-----------------------------
Montserrat 809 [***] [***]
-----------------------------
Morocco 212 [***] [***]
-----------------------------
Mozambique 258 [***] [***]
-----------------------------
Myanmar (Formerly Burma) 95 [***] [***]
-----------------------------
Namibia 264 [***] [***]
-----------------------------
Nauru 674 [***] [***]
-----------------------------
Nepal 977 [***] [***]
-----------------------------
Netherlands 31 [***] [***]
-----------------------------
Netherlands Antilles 599 [***] [***]
-----------------------------
Nevis 809 [***] [***]
-----------------------------
New Caledonia 687 [***] [***]
-----------------------------
New Zealand 64 [***] [***]
-----------------------------
Nicaragua 505 [***] [***]
-----------------------------
Niger Republic 227 [***] [***]
-----------------------------
Nigeria, Federal Republic of 234 [***] [***]
-----------------------------
Niue 683 [***] [***]
-----------------------------
Norfolk Island 672 [***] [***]
-----------------------------
Northern Mariana Islands
(including Saipa) 670 [***] [***]
-----------------------------
Norway 47 [***] [***]
-----------------------------
Oman 968 [***] [***]
-----------------------------
Pakistan 92 [***] [***]
-----------------------------
Palau, Republic of 680 [***] [***]
-----------------------------
Panama, Republic of 507 [***] [***]
-----------------------------
Papua New Guinea 675 [***] [***]
-----------------------------
Paraguay 595 [***] [***]
-----------------------------
▇▇▇▇ ▇▇ [***] [***]
-----------------------------
Philippines 63 [***] [***]
-----------------------------
Poland, Republic of 48 [***] [***]
-----------------------------
Portugal 351 [***] [***]
-----------------------------
Qatar 974 [***] [***]
-----------------------------
Reunion Island 262 [***] [***]
-----------------------------
Romania, Socialist Republic of 40 [***] [***]
-----------------------------
Russian Federation 7 [***] [***]
-----------------------------
Rwanda 250 [***] [***]
-----------------------------
San Marino 378 [***] [***]
-----------------------------
Sao Tome 239 [***] [***]
-----------------------------
Saudi Arabia 966 [***] [***]
-----------------------------
Senegal Republic 221 [***] [***]
-----------------------------
Seychelles Islands 248 [***] [***]
-----------------------------
Sierra Leone 232 [***] [***]
-----------------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER INTERNATIONAL
================================================================================
1+ (OUTBOUND) RATES
COUNTRY CODE SWITCHED DEDICATED
=============================
Singapore, Republic of 65 [***] [***]
-----------------------------
Slovakia 42 / 421 [***] [***]
-----------------------------
Slovenia, Republic of 386 [***] [***]
-----------------------------
Solomon Islands 677 [***] [***]
-----------------------------
Somalia 252 [***] [***]
-----------------------------
South Africa, Republic of 27 [***] [***]
-----------------------------
Spain 34 [***] [***]
-----------------------------
Sri Lanka, Democratic Socialist
Rep of 94 [***] [***]
-----------------------------
St. Helena 290 [***] [***]
-----------------------------
St. Kitts 809 [***] [***]
-----------------------------
St. Lucia 809 [***] [***]
-----------------------------
St. Pierre/Miquelon 508 [***] [***]
-----------------------------
St. ▇▇▇▇▇▇▇/Grenadines 809 [***] [***]
-----------------------------
Sudan 249 [***] [***]
-----------------------------
Suriname, Republic of 597 [***] [***]
-----------------------------
Swaziland 268 [***] [***]
-----------------------------
Sweden 46 [***] [***]
-----------------------------
Switzerland 41 [***] [***]
-----------------------------
Syrian Arab Republic 963 [***] [***]
-----------------------------
Taiwan, Republic of China 886 [***] [***]
-----------------------------
Tajikistan 7 [***] [***]
-----------------------------
Tanzania 255 [***] [***]
-----------------------------
Thailand 66 [***] [***]
-----------------------------
Togo Republic of 228 [***] [***]
-----------------------------
Tokelau 690 [***] [***]
-----------------------------
Tonga Islands 676 [***] [***]
-----------------------------
Trinidad & Tobago, Democratic
Rep of 809 / 868 [***] [***]
-----------------------------
Tunisia 216 [***] [***]
-----------------------------
Turkey 90 [***] [***]
-----------------------------
Turkmenistan 7 [***] [***]
-----------------------------
Turks & Caicos 809 [***] [***]
-----------------------------
Tuvalu 688 [***] [***]
-----------------------------
Uganda 256 [***] [***]
-----------------------------
Ukraine 380 [***] [***]
-----------------------------
United Arab Emirates 971 [***] [***]
-----------------------------
United Kingdom 44 [***] [***]
-----------------------------
Uruguay 598 [***] [***]
-----------------------------
Uzbekistan 7 [***] [***]
-----------------------------
Vanuatu, Republic of 678 [***] [***]
-----------------------------
Venezuela 58 [***] [***]
-----------------------------
Vietnam 84 [***] [***]
-----------------------------
Wallis & Futuna Islands 681 [***] [***]
-----------------------------
Western Samoa 685 [***] [***]
-----------------------------
Yemen Arab Republic 967 [***] [***]
-----------------------------
Yemen Democratic Republic 969 [***] [***]
-----------------------------
Yugoslavia, Federal Republic
of (including 381 [***] [***]
-----------------------------
Zaire, Republic of 243 [***] [***]
-----------------------------
Zambia 260 [***] [***]
-----------------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER INTERNATIONAL
================================================================================
1+ (OUTBOUND) RATES
COUNTRY CODE SWITCHED DEDICATED
=============================
Zimbabwe 263 [***] [***]
=============================
International (except for Mexico) billing increments: 30 seconds initial; 6
second increments
Mexico billing increments: 60 seconds initial; 60 second
increments
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER CALLING CARD
CALLING CARD RATES
================================================================================
FROM TO
C US A & H Can PR & USVI Mex IDDD
===================================================================
C US* [***] [***] [***] [***] (2) (3)
-------------------------------------------------------------------
A & H [***] [***] [***] [***] (2) (3)
-------------------------------------------------------------------
Can [***] [***] [***] [***] (2) (3)
-------------------------------------------------------------------
PR & USVI [***] [***] [***] [***] (2) (3)
-------------------------------------------------------------------
Mex (1) (1) (1) (1) (1) (1)
-------------------------------------------------------------------
IDDD (1) (1) (1) (1) (1) (1)
================================================================================
* a $1.00 surcharge will be applied per operator assisted call originating from
the Continental United States in addition to any applicable metered
charges for the call.
BILLING INCREMENTS
==================================================================================================================
FROM TO
C US A & H Can PR & USVI Mex IDDD
Initial/ Initial/ Initial/ Initial/ Initial/ Initial/
Incremental Incremental Incremental Incremental Incremental Incremental
=======================================================================================================
C US* [***] [***] [***] [***] [***] [***]
-------------------------------------------------------------------------------------------------------
A & H [***] [***] [***] [***] [***] [***]
-------------------------------------------------------------------------------------------------------
Can [***] [***] [***] [***] [***] [***]
-------------------------------------------------------------------------------------------------------
PR & USVI [***] [***] [***] [***] [***] [***]
-------------------------------------------------------------------------------------------------------
IDDD (1) (1) (1) (1) (1) (1)
-------------------------------------------------------------------------------------------------------
Mex (1) (1) (1) (1) (1) (1)
-------------------------------------------------------------------------------------------------------
O/A (1) (1) (1) (1) (1) (1)
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: ▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
A & H Alaska and Hawaii
Can Canada
PR & USVI Puerto Rico and United States Virgin Islands
IDDD International other than otherwise noted
Mex Mexico
0/A Operator Assisted Calls
(1) All calls from and to these areas are priced as per Qwest/LCI retail
tariff.
(2) For rates for calls from the US to Mexico, refer to the Continental US to
Mexico Calling Card Rate Exhibit
(3) For rates for calls from the US to International destinations, refer to
the US to IDDD Rate Exhibit
US TO MEXICO CALLING CARD RATES
===============================
Rate Step Rate
============
1 [***]
2 [***]
3 [***]
4 [***]
5 [***]
6 [***]
7 [***]
8 [***]
===============================
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER CALLING CARD US TO INTERNATIONAL
================================================================================
CONTINENTAL US
TO INTERNATIONAL
COUNTRY CODE CALLING CARD RATE
====================
Afghanistan 93 [***]
--------------------
Albania 355 [***]
--------------------
Algeria 213 [***]
--------------------
American Samoa 684 [***]
--------------------
Andorra 376 [***]
--------------------
Angola 244 [***]
--------------------
Anguilla 809 [***]
--------------------
Antarctica (▇▇▇▇▇ & ▇▇▇▇▇) 672 [***]
--------------------
Antigua 809 [***]
--------------------
Argentina 54 [***]
--------------------
Armenia 374 [***]
--------------------
Aruba 297 [***]
--------------------
Ascension Island 247 [***]
--------------------
Australia 61 [***]
--------------------
Austria 43 [***]
--------------------
Azerbaijan 994 [***]
--------------------
Azores 992 [***]
--------------------
Bahamas 809 [***]
--------------------
Bahrain 973 [***]
--------------------
Bangladesh, People's Republic of 880 [***]
--------------------
Barbados 809 [***]
--------------------
Belarus 375 [***]
--------------------
Belgium 32 [***]
--------------------
Belize 501 [***]
--------------------
Benin, People's Republic of 229 [***]
--------------------
Bermuda 809 [***]
--------------------
Bhutan 975 [***]
--------------------
Bolivia 591 [***]
--------------------
Bosnia & Herzegovina, Republic of 387 [***]
--------------------
Botswana 267 [***]
--------------------
Brazil 55 [***]
--------------------
British Virgin Islands 809 [***]
--------------------
Brunei 673 [***]
--------------------
Bulgaria 359 [***]
--------------------
Burkina Faso 226 [***]
--------------------
Burundi 257 [***]
--------------------
Cambodia 855 [***]
--------------------
Cameroon, United Republic of 237 [***]
--------------------
Cape Verde Islands 238 [***]
--------------------
Cayman Islands 809 [***]
--------------------
Central African Republic 236 [***]
--------------------
Chad 235 [***]
--------------------
Chile 56 [***]
--------------------
China, People's Republic of 86 [***]
--------------------
Christmas & Cocos Islands 672 [***]
--------------------
Colombia 57 [***]
--------------------
Comoros, Federal Islamic Republic of 269 [***]
--------------------
Congo, Republic of 242 [***]
--------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER CALLING CARD US TO INTERNATIONAL
================================================================================
CONTINENTAL US
TO INTERNATIONAL
COUNTRY CODE CALLING CARD RATE
====================
▇▇▇▇ Islands 682 [***]
--------------------
Costa Rica 506 [***]
--------------------
Croatia, Republic of 385 [***]
--------------------
Cuba 53 [***]
--------------------
Cyprus 357 [***]
--------------------
Czech Republic 42 / 420 [***]
--------------------
Denmark 45 [***]
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇ 246 [***]
--------------------
Djibouti, Republic of 253 [***]
--------------------
Dominica 809 [***]
--------------------
Dominican Republic 809 [***]
--------------------
Ecuador 593 [***]
--------------------
Egypt, Arab Republic of 20 [***]
--------------------
El Salvador 503 [***]
--------------------
Equatorial Guinea, Republic of 240 [***]
--------------------
Eritrea 291 [***]
--------------------
Estonia 372 [***]
--------------------
Ethiopia 251 [***]
--------------------
Faeroe Islands 298 [***]
--------------------
Falkland Islands 500 [***]
--------------------
Fiji Islands 679 [***]
--------------------
Finland 358 [***]
--------------------
France 33 [***]
--------------------
French Antilles (includes Martinique) 596 [***]
--------------------
French Guiana 594 [***]
--------------------
French Polynesia 689 [***]
--------------------
Gabon Republic 241 [***]
--------------------
Gambia 220 [***]
--------------------
Georgia 995 [***]
--------------------
Germany, Fed Republic of 49 [***]
--------------------
Ghana 233 [***]
--------------------
Gibraltar 350 [***]
--------------------
Greece 30 [***]
--------------------
Greenland 299 [***]
--------------------
Grenada 809 [***]
--------------------
Guadeloupe 590 [***]
--------------------
Guam 671 [***]
--------------------
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ [***]
--------------------
Guatemala 502 [***]
--------------------
Guinea, Peoples Rev. Rep. 224 [***]
--------------------
Guinea-Bissau 245 [***]
--------------------
Guyana 592 [***]
--------------------
Haiti 509 [***]
--------------------
Honduras 504 [***]
--------------------
Hong Kong 852 [***]
--------------------
Hungary 36 [***]
--------------------
Iceland 354 [***]
--------------------
India 91 [***]
--------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER CALLING CARD US TO INTERNATIONAL
================================================================================
CONTINENTAL US
TO INTERNATIONAL
COUNTRY CODE CALLING CARD RATE
====================
Indonesia 62 [***]
--------------------
INMARSAT - Atlantic Ocean East 871 [***]
--------------------
INMARSAT - Atlantic Ocean West 874 [***]
--------------------
INMARSAT - Indian Ocean 873 [***]
--------------------
INMARSAT - Pacific Ocean 872 [***]
--------------------
Iran 98 [***]
--------------------
Iraq 964 [***]
--------------------
Ireland, Republic of 353 [***]
--------------------
Iridium 881 [***]
--------------------
Israel 972 [***]
--------------------
Italy 39 [***]
--------------------
Ivory Coast, Republic of 225 [***]
--------------------
Jamaica 809 [***]
--------------------
Japan 81 [***]
--------------------
Jordan 962 [***]
--------------------
Kazakhstan 7 [***]
--------------------
Kenya, Republic of 254 [***]
--------------------
Kiribati 686 [***]
--------------------
Korea, Dem. People's Rep of (North) 850 [***]
--------------------
Korea, Republic of (South) 82 [***]
--------------------
Kuwait 965 [***]
--------------------
▇▇▇▇▇▇▇▇▇▇/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ [***]
--------------------
Laos 856 [***]
--------------------
Latvia 371 [***]
--------------------
Lebanon 961 [***]
--------------------
Lesotho 266 [***]
--------------------
Liberia 231 [***]
--------------------
Libyan Arab Peoples Socialist Jamahiriya 218 [***]
--------------------
Liechtenstein 41 [***]
--------------------
Lithuania 370 [***]
--------------------
Luxembourg 352 [***]
--------------------
Macau 853 [***]
--------------------
Macedonia, The Former Yugoslav Rep of 389 [***]
--------------------
Madagascar, Democratic Republic of 261 [***]
--------------------
Malawi 265 [***]
--------------------
Malaysia 60 [***]
--------------------
Maldives, Republic of 960 [***]
--------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ [***]
--------------------
Malta 356 [***]
--------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ [***]
--------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of 222 [***]
--------------------
Mauritius 230 [***]
--------------------
Mayotte Island (and Comoros) 269 [***]
--------------------
Micronesia, Federal States of 691 [***]
--------------------
▇▇▇▇▇▇▇ ▇▇▇ [***]
--------------------
Monaco 377 [***]
--------------------
Mongolian People's Republic 976 [***]
--------------------
Montserrat 809 [***]
--------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER CALLING CARD US TO INTERNATIONAL
================================================================================
CONTINENTAL US
TO INTERNATIONAL
COUNTRY CODE CALLING CARD RATE
====================
Morocco 212 [***]
--------------------
Mozambique 258 [***]
--------------------
Myanmar (Formerly Burma) 95 [***]
--------------------
Namibia 264 [***]
--------------------
Nauru 674 [***]
--------------------
Nepal 977 [***]
--------------------
Netherlands 31 [***]
--------------------
Netherlands Antilles 599 [***]
--------------------
Nevis 809 [***]
--------------------
New Caledonia 687 [***]
--------------------
New Zealand 64 [***]
--------------------
Nicaragua 505 [***]
--------------------
Niger Republic 227 [***]
--------------------
Nigeria, Federal Republic of 234 [***]
--------------------
Niue 683 [***]
--------------------
Norfolk Island 672 [***]
--------------------
Northern Mariana Islands (including Saipa 670 [***]
--------------------
Norway 47 [***]
--------------------
Oman 968 [***]
--------------------
Pakistan 92 [***]
--------------------
Palau, Republic of 680 [***]
--------------------
Panama, Republic of 507 [***]
--------------------
Papua New Guinea 675 [***]
--------------------
Paraguay 595 [***]
--------------------
▇▇▇▇ ▇▇ [***]
--------------------
Philippines 63 [***]
--------------------
Poland, Republic of 48 [***]
--------------------
Portugal 351 [***]
--------------------
Qatar 974 [***]
--------------------
Reunion Island 262 [***]
--------------------
Romania, Socialist Republic of 40 [***]
--------------------
Russian Federation 7 [***]
--------------------
Rwanda 250 [***]
--------------------
San Marino 378 [***]
--------------------
Sao Tome 239 [***]
--------------------
Saudi Arabia 966 [***]
--------------------
Senegal Republic 221 [***]
--------------------
Seychelles Islands 248 [***]
--------------------
Sierra Leone 232 [***]
--------------------
Singapore, Republic of 65 [***]
--------------------
▇▇▇▇▇▇▇▇ ▇▇ / ▇▇▇ [***]
--------------------
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of 386 [***]
--------------------
Solomon Islands 677 [***]
--------------------
Somalia 252 [***]
--------------------
South Africa, Republic of 27 [***]
--------------------
Spain 34 [***]
--------------------
Sri Lanka, Democratic Socialist Rep of 94 [***]
--------------------
St. Helena 290 [***]
--------------------
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER CALLING CARD US TO INTERNATIONAL
================================================================================
CONTINENTAL US
TO INTERNATIONAL
COUNTRY CODE CALLING CARD RATE
====================
St. Kitts 809 [***]
--------------------
St. Lucia 809 [***]
--------------------
St. Pierre/Miquelon 508 [***]
--------------------
St. ▇▇▇▇▇▇▇/Grenadines 809 [***]
--------------------
Sudan 249 [***]
--------------------
Suriname, Republic of 597 [***]
--------------------
Swaziland 268 [***]
--------------------
Sweden 46 [***]
--------------------
Switzerland 41 [***]
--------------------
Syrian Arab Republic 963 [***]
--------------------
Taiwan, Republic of China 886 [***]
--------------------
Tajikistan 7 [***]
--------------------
Tanzania 255 [***]
--------------------
Thailand 66 [***]
--------------------
Togo, Republic of 228 [***]
--------------------
Tokelau 690 [***]
--------------------
Tonga Islands 676 [***]
--------------------
Trinidad & Tobago, Democratic Rep of 809 / 868 [***]
--------------------
Tunisia 216 [***]
--------------------
Turkey 90 [***]
--------------------
Turkmenistan 7 [***]
--------------------
Turks & Caicos 809 [***]
--------------------
Tuvalu 688 [***]
--------------------
Uganda 256 [***]
--------------------
Ukraine 380 [***]
--------------------
United Arab Emirates 971 [***]
--------------------
United Kingdom 44 [***]
--------------------
Uruguay 598 [***]
--------------------
Uzbekistan 7 [***]
--------------------
Vanuatu, Republic of 678 [***]
--------------------
Vatican City 39 [***]
--------------------
Venezuela 58 [***]
--------------------
Vietnam 84 [***]
--------------------
Wallis & Futuna Islands 681 [***]
--------------------
Western Samoa 685 [***]
--------------------
Yemen Arab Republic 967 [***]
--------------------
Yemen Democratic Republic 969 [***]
--------------------
Yugoslavia, Federal Republic of (including 381 [***]
--------------------
Zaire, Republic of 243 [***]
--------------------
Zambia 260 [***]
--------------------
Zimbabwe 263 [***]
================================================================================
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
ReQwest
SWITCHLESS RESELLER CALLING CARD US TO INTERNATIONAL
=====================================================================================================================
Originating Features NRC MRC
1) Extended call Coverage Option 1 - Allows calls to come [***] [***]
from Alaska and Hawaii.
2) Extended Call Coverage Option 2 - Allows calls to come [***] [***]
from Puerto Rico and us Virgin Islands.
3) Canadian Origination - Allows calls to come from Canada [***] [***]
(choose any or all area codes).
4) Tailored Call Coverage - Allows the 800 service number to [***] [***]
block calls from any number of states or domestic area codes.
Blocking can be done by state or NPA. Limited to 29 exchanges for NPA-NXX
blocking.
=====================================================================================================================
Routing Features
1) Day of week Routing - Calls to a single 800 number can be [***] [***]
routed to different terminating locations based on the day (per Order) (per Arrangement)
of the week. Divides weeks into three groups of days for
routing: Monday - Friday, Saturday, Sunday.
2) Holiday Routing - Routes calls placed on an 800 number to [***] [***]
different terminating locations on any of the following (per Order) (per Arrangement)
holidays: New Years Day, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Day, Labor
Day, Ash Wednesday, Good Friday, Passover, Easter,
Memorial Day, Independence Day, Rosh Hashanah,
Columbus Day, Thanksgiving, day after Thanksgiving,
Hanukkah, Christmas, Christmas Eve, Yom Kippur.
3) Time of Day Routing - Routes calls placed on an 800 [***] [***]
number to different terminating locations based on any of (per Order) (per Arrangement)
the following time of day slots: 7:00 - 7:59 am, 8:00 - 8:59
am, 9:00 - 11:59 am, 12:00 - 3:59 pm, 4:00 - 4:59 pm, 5:00 -
5:59 pm, 6:00 - 11:50 pm, 12:00 midnight - 6:59 am.
4) Percentage Allocation Routing - Routes calls placed on an [***] [***]
800 number to up to 8 different terminating locations based (per Order) (per Arrangement)
on whole number percentages that add up to 100 percent.
=====================================================================================================================
Terminating Features
1) Direct Termination Overflow - Allows a dedicated access line [***] [***]
customer to control potential congestion of calls placed on (per Order) (per Arrangement)
an 800 number by sending overflow calls to another 800 trunk
group, WATS access line, dedicated access line, or business line.
2) Dialed Number Identification - Allows a dedicated access [***] [***]
customer to receive calls from multiple 800 numbers on the (per Order) (per Arrangement)
same terminating trunk group by sending special
identification digits along with the 800 call to the customer
site. Customer must have proper equipment to receive.
3) Real Time ANI - Allows a dedicated customer to receive the [***] [***]
ANI of the calling party if the call originates from an equal (per Trk Grp) (per Trk Grp)
access end office. Currently provided via in-band signalling.
Terminating equipment must accept FGD signalling.
=====================================================================================================================
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit D2
EXHIBIT G
PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
SERVICES TO BE PROVIDED BY QWEST
Private Line Services and related telecommunications capacity, and related
ancillary services (the "Facility" or "Facilities") available from Qwest are
identified in the Service and Pricing Schedule attached hereto as "Schedule A",
which is incorporated by this reference (the "Service and Pricing Schedule").
Facilities requested by Customer shall be requested on Qwest's service order
forms in effect from time to time (hereafter, any such order is a "Service
Order(s)"). Each Service Order shall reference this Exhibit and shall become a
part of this Exhibit when executed by a duly authorized representative of Qwest.
Qwest reserves the right to reject any Service Order. Upon acceptance by Qwest
of a duly executed Service Order during the Term (as hereinafter defined) of
this Exhibit, Qwest shall provide to Customer those Facilities identified in the
Service Order. Customer acknowledges that Qwest has no ability to independently
test or maintain Facilities between two off net cities. Consequently, if Qwest
provides such Facilities, then notwithstanding anything in this Exhibit to the
contrary, Qwest's entire duty with respect to such Facilities shall be to use
its best efforts to test and maintain such Facilities in accordance with Qwest's
Specifications.
OBLIGATIONS OF CUSTOMER
Customer shall perform those duties outlined in the Service and Pricing Schedule
in addition to those described herein and in any Service Order(s). Customer
shall have sole responsibility for installation, testing and operation of the
Interconnection Facilities (as hereinafter defined in the Service and Pricing
Schedule), and any services and equipment other than those Facilities
specifically provided by Qwest under this Exhibit.
TERM
Notwithstanding anything to the contrary in this Section if the Facility Minimum
Service Term (as set forth in the Service and Pricing Schedule) for a Facility
or Facilities extends beyond the expiration of the Term of this Exhibit, then
this Exhibit shall continue in effect until the expiration or termination of the
applicable Facility Minimum Service Term, but only as to the Facility or
Facilities so affected, and subject to the termination rights of Qwest and
Customer under this Exhibit.
CHARGES AND PAYMENT
Charges for the Facilities shall be determined according to the Service and
Pricing Schedule except as is otherwise specifically provided in this Exhibit.
Recurring charges shall be invoiced by Qwest on a monthly basis in advance and
non-recurring charges shall be invoiced in arrears. If the Start of Service Date
(as defined in the Service and Pricing Schedule) for any Facility falls on other
than the first day of any month, the first invoice to Customer shall consist of:
(1) the pro-rata portion of the applicable monthly charge covering the period
from the Start of Service Date to the first day of the subsequent month, and (2)
the monthly charge for the following month.
1
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT G
PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
SCHEDULE A
TO
PRIVATE LINE SERVICE DESCRIPTION
SERVICE AND PRICING SCHEDULE
1. QWEST SERVICES:
1.1 During the Term of the Exhibit, Qwest will provide to Customer the Facility
or Facilities requested by Customer in a Service Order accepted by Qwest.
1.2 Upon acceptance of a Service Order, Qwest shall notify Customer of its
target date for the delivery of each Facility (the "Estimated Availability
Date"). Any Estimated Availability Date given by Qwest to Customer shall be
subject to Qwest's standard and expedited interval guidelines, as amended by
Qwest from time to time. Qwest shall use reasonable efforts to install each such
Facility on or before the Estimated Availability Date, but the inability of
Qwest to deliver a Facility by such date shall not be a Default under this
Exhibit. If Qwest fails to make any Facility available within ninety (90) days
after acceptance by Qwest of the Service Order with respect to such Facility (or
such greater time as is set forth in the interval guidelines), Customer's sole
remedy shall be to cancel the Service Order which pertains to such Facility by
ten (10) calendar days prior written notice to Qwest, as is set forth in Section
8.3 of the Exhibit.
1.3 At each end of the city pairs (the "City Pairs") on which Customer orders
Facilities, Qwest shall provide appropriate equipment in its terminal locations
necessary to connect the Facilities to Customer's Interconnection Facilities (as
defined in Section 1.4 of this Service and Pricing Schedule). If Customer
desires to install its own equipment in one or more of Qwest's terminals, and
Qwest, in its sole discretion, agrees to such installation, the parties shall
execute the Collocation Exhibit.
1.4 Customer agrees that Customer's Interconnection Facilities shall connect to
the Facilities provided by Qwest hereunder at the network interface points
located in the Qwest terminals and defined in the Specifications (as defined in
Section 2.1 of this Service and Pricing Schedule). As used herein, the term
"Interconnection Facilities" shall mean transmission capacity provided by
Customer or its third party supplier to extend the Facilities provided by Qwest
from a Qwest terminal to any other location (e.g., a local access telephone
service provided by a local telephone company).
1.5 For DS-3 Facilities and above, Qwest shall use reasonable efforts to order
Interconnection Facilities on behalf of Customer from Customer's designated
supplier, provided that Customer furnishes Qwest with an acceptable letter of
agency. Customer shall be billed directly by the supplier of such
Interconnection Facilities, and shall hold harmless and indemnify Qwest from any
loss or liability incurred by Qwest as a result of Qwest's ordering
Interconnection Facilities from any third party. Customer may, at its election,
but subject to Qwest's prior written approval, order its own Interconnection
Facilities. If any party other than Qwest provides Interconnection Facilities,
then unavailability, incompatibility, delay in installation, or other Impairment
of Interconnection Facilities shall not excuse Customer's obligation to pay
Qwest all Rates or charges applicable to the Facilities, whether or not such
Facilities are useable by Customer.
2. START OF SERVICES:
2.1 Start of service for each Facility (the "Start of Service Date") shall begin
on the date on which Customer accepts delivery of such Facility. If Customer
fails to give written notice that the Facility is in material non-compliance
with the applicable standard Qwest network specifications, as modified from time
to time by Qwest (the "Specifications") within five (5) business days after
notification to Customer by Qwest that the Facility is available, Customer shall
be deemed to have accepted such Facility, and the Start of Service Date shall
commence as of the fifth day following such notification by Qwest. Following
notice by Customer of material non-compliance as set forth above, Qwest shall
promptly take such reasonable action
2
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT G
PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
as is necessary to correct any such non-compliance in the Facility and shall,
upon correction, notify Customer of a new Start of Service Date.
2.2 Notwithstanding anything in Section 2.1 of this Service and Pricing Schedule
to the contrary, Customer may delay the Start of Service Date for any Facility
for up to thirty (30) days from Qwest's Estimated Availability Date by written
notice to Qwest at least three (3) business days prior to any applicable
Estimated Availability Date.
3. RATES:
3.1 Except as otherwise provided in a Special Rate Exhibit attached to the
Agreement, Qwest shall provide the Facilities at the rates (the "Rates ") set
forth in this Section 3 (exclusive of all sales, use, commercial or other taxes
or license fees) and as shown on the Circuit Listing attached as Schedule A-1 to
this Service and Pricing Schedule. The Rates for the Facilities apply- to the
Inter-Office Channel ("IOC") of the On-Net circuit specified from the nearest
originating Qwest owned Point of Presence ("POP") to the nearest terminating
Qwest owned POP. Customer shall be responsible for all interconnection costs
from the customer location indicated by the Originating NPA/NXX and the
Terminating NPA/NXX to the corresponding Qwest owned POP. A circuit shall be
considered "On-Net" when a dedicated leased line JOG circuit is provisioned (i)
entirely between two Qwest owned Domestic U.S. POPs lying on Qwest owned fiber
optic lines, and (ii) utilizes only Qwest owned fiber optic lines. The Rates
vary depending on whether the Facilities are DS-I or DS-3 or OC-n. The Rates,
Monthly Recurring Charges ("MRCs") and Non-Recurring Charges ("NRCs") for Qwest
On-Net Domestic US dedicated leased line service are as follows:
(a) DS-I Facilities Rates for IXC:
(i) Base IXC Rates: To be determined by Qwest on a case-by-case
basis, subject to availability from Qwest.
(ii) DS-1 Monthly Recurring Charges:
Minimum charge per DS-1 per month: [***]
(iii) DS-1 Non-Recurring Charges:
[***] installation charge per DS-1 for all services and
equipment.
(b) DS-3 Facilities Rates for IXC:
(i) Base IXC Rates: To be determined by Qwest on a case-by-case
basis, subject to availability from Qwest.
(ii) DS-3 Monthly Recurring Charges:
Minimum charges per DS-3 per month: [***]
(iii) DS-3 Non-Recurring Charges:
[***] installation charge per DS-3 for all services and
equipment.
(c) OC-n Facilities Rates for IXC:
(i) Base IXC Rates: To be determined by Qwest on a case-by-case
basis, subject to availability from Qwest.
3
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT G
PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
(ii) OC-n Monthly Recurring Charges:
Minimum charges per OC-n per month:
Facility Minimum MRC
-------- -----------
OC-3 [***]
OC-12 [***]
OC-48 To be determined by Qwest on a case-by-case basis,
subject to availability from Qwest.
(iii) OC-n Non-Recurring Charges:
Installation charge per OC-n for all services and equipment:
Facility Minimum NRC
-------- -----------
OC-3 [***]
OC-12 [***]
OC-48 To be determined by Qwest on a case-by-case basis,
subject to availability from Qwest.
(d) Other Charges:
In addition to the foregoing Facilities Rates for ▇▇-▇, ▇▇-▇ and
OC-n Facilities for IXC, Customer shall pay to Qwest the following additional
charges, as applicable, including any and all recurring charges imposed on Qwest
for the handling of calls under this agreement:
(i) Other Monthly Recurring Charges:
o Channel Bank each [***] per month
o DS-1 cross-connect charges: each [***] month plus any
pass-through charges.
o DS-3 cross-connect charges: each [***] Cross-connect
charges: to another CAPS provider
[***] each.
o LTR charges: charges incurred by LECs will be
passed through to Customer to be
paid by Customer.
(ii) Other Non-Recurring Charges:
o Expedited Order Charges: [***] each.
o DACs rearrangements: each [***] per DS-1
o Channel Bank each [***] installation
o DS-1 cross-connect charges: each [***] installation plus
any pass-through charges.
o Change of order cross-connect
charges: [***] each DS-3, [***] each
DS-1
o Pre-engineering cancellation
cross-connect: [***] each DS-3, [***] each
DS-1
o Post-engineering cancellation
of cross-connect: [***] each DS-3, [***] each
DS-1
3.2 Qwest reserves the right, upon thirty (30) days prior written notice to
Customer, to modify any of the Rates or charges described in this Service and
Pricing Schedule applicable to any Facility or Facilities. Upon receipt of
written notice of such election, Customer may terminate the portion of the
Service Order or Service Orders which pertain to such Facility or Facilities by
delivering written notice of termination to Qwest within ten (10) days of the
date of the written notice of increase. If written notice of termination
4
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT G
PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
from Customer is not received within such ten (10) day period, Customer will be
deemed to have consented to the increase.
4. FACILITY MINIMUM SERVICE TERM:
4.1 Customer acknowledges that the Rates and charges described in Section 3 of
this Service and Pricing Schedule are based on the commitment of Customer to
utilize the Facilities for a specified minimum period of time. Therefore,
notwithstanding anything in this Exhibit to the contrary, Customer shall be
liable for and shall pay to Qwest all Rates, fees and charges which accrue under
this Exhibit for each Facility for the entire Facility Minimum Service Term (as
defined in Section 4.2 of this Service and Pricing Schedule) applicable to each
such Facility, regardless of whether or not Customer utilizes all or any part of
such Facility during all or any part of the Facility Minimum Service Term
applicable to such Facility, except as is set forth in Section 4.3 of this
Service and Pricing Schedule.
4.2 The "Facility Minimum Service Term" for each Facility, is defined as
follows:
(a) Twelve (12) months from Start of Service Date for DS-1 Facilities.
(b) Twelve (12) months from Start of Service Date for DS-3 Facilities.
(c) Thirty-six (36) months from Start of Service Date for OC-3 and above
Facilities.
4.3 Notwithstanding anything in this Exhibit to the contrary, Customer's
obligation to pay all Rates, fees and charges, which accrue under this Exhibit
for each Facility for the entire Facility Minimum Service Term applicable to
each such Facility, as well as any applicable Monthly Revenue Commitment (as
defined herein), shall terminate, as each such Facility, if this Exhibit is
terminated during the Minimum Service Term which pertains to each such Facility:
(a) by Customer, pursuant to Section 10 (B) of the Agreement, following a
Default by Qwest or an material increase in prices; or (b) by Qwest, pursuant to
Section 10(a)(1) of the Agreement, if Qwest terminates this Exhibit because
Qwest loses any required permits, or if Qwest otherwise terminates the Facility
during Minimum Service Term for convenience and not due to a Default by
Customer. UPON TERMINATION OF THIS AGREEMENT FOR ANY OTHER REASON, THE TOTAL OF
ALL CHARGES REFERRED TO IN THIS SECTION 4 SHALL BE AT ONCE DUE AND PAYABLE,
REGARDLESS OF WHETHER OR NOT ALL OF THE FACILITIES MINIMUM SERVICE TERMS HAVE
EXPIRED, AND MAY BE COLLECTED BY QWEST FROM CUSTOMER AS A SINGLE AMOUNT.
5. OUTAGE CREDITS:
5.1 Customer acknowledges the possibility of an unscheduled, continuous and/or
interrupted period of time when a Facility or Facilities are "unavailable" (as
defined in the Specifications) (hereafter an "Outage"). In the event of an
Outage, Customer shall be entitled to a credit (the "Outage Credit") determined
according to the following formula:
Outage Credit = (Hours of Outage - 2 hours)/720 hours x Total Monthly Charge of
Affected Facility
5.2 The Outage Credit shall apply to the charges for the total mileage between
end terminals of any Facility affected by an Outage; provided, however, that if
any portion of the affected Facility remains beneficially used or useable by
Customer between any intermediate terminals (where Customer has installed drop
and insert capability) or end terminals, the Outage Credit shall not apply to
that pro-rata portion of the mileage. The length of each Outage shall be
calculated in hours and shall include fractional portions thereof. An Outage
shall be deemed to have commenced upon verifiable notification thereof by
Customer to Qwest, or, when indicated by network control information actually
known to Qwest network personnel, whichever is earlier. Each Outage shall be
deemed to terminate upon restoration of the affected Facility as evidenced by
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PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
appropriate network tests by Qwest. Qwest shall give notice to Customer of any
scheduled outage as early as is practicable, and a scheduled outage shall under
no circumstance be viewed as an Outage hereunder.
5.3 Outage Credits shall not be granted if the malfunction of any end-to-end
circuit is due to an Outage or other Defect occurring in Customer's
Interconnection Facilities.
5.4 All Outage Credits shall be credited on the next monthly invoice for the
affected Facility after receipt of Customer's request for credit. The total of
all Outage Credits applicable to or accruing in any given month shall not exceed
the amount payable by Customer to Qwest for that same month for such Facility.
5.5 The Outage Credit described in this Section 5 of this Service and Pricing
Schedule shall be the sole and exclusive remedy of Customer in the event of any
Outage, and under no circumstance shall an outage be deemed a Default under this
Exhibit.
6
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EXHIBIT G
PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
Schedule A-1
Circuit Listing
(See Attached Schedule Report or Service Order)
(If the above is not present, waiting on Customer to send Service order.)
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EXHIBIT G
PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
Schedule A-2 to Schedule A
To
Qwest Communications Private Line Service Exhibit
TECHNICAL SPECIFICATIONS
1. Interconnect Specifications:
1.1 The customer interconnection point of DS-1 & DS-3 signals at the Qwest (SPT)
location will be at an industry standard (DSX-1) & (DSX-3) digital cross-connect
panels and will be referred to as Qwest Network Interface in this document.
1.2 The DS-1 & DS-3 signals terminating at the Qwest digital cross-connect
panels will meet the electrical specifications as defined in AT&T Compatibility
Bulletin (CB) ▇▇. ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇▇.
1.3 The Qwest Digital Network will be compatible with the ▇▇▇▇ System
hierarchical clock synchronization methods and stratum levels as described in
Bellcore Technical Advisory (GR436-Core).
1.4 Customer equipment must also meet the interconnect specifications listed
above and shall comply with jitter requirements of AT&T Technical Reference PUB
63411.
2. Performance Objectives:
2.1 ▇▇▇, ▇▇▇, ▇▇-▇, ▇▇-▇▇, ▇▇-▇▇, ▇▇-▇▇, OC-12c, and OC-48c circuit performance
will be measured using two parameters: Availability and Error-Free Seconds.
The following assumptions apply to the derived data:
o The circuits originate and terminate on the SONET OC-48 backbone
o High speed protection switching: 1 for N, where N=2
o MTTR for SONET equipment: 2 hours
o MTTR for fiber optic cable: 12 hours (Bellcore Standard)
o Cable cut rate: 4.39 /year/1,000 sheath miles (Bellcore Standard)
The system includes three (3) DCS in Los Angeles, Sacramento, and San ▇▇▇▇
(although not all circuits are routed through the DCS, they are included in all
the calculations)
2.2 Availability is a measure of the relative amount of time during which the
circuit is available for use. According to CCITT and ANSI definitions,
unavailability begins when the Bit Error Ratio (BER) in each second is worse
than 1.0 E-3 for a period of 10 consecutive seconds.
Inter Office Channel (IOC): An Inter Office Channel refers to the Qwest
Communications network between the points of presence (POP).
Optical Carrier level 1 (OC-1): The optical signal that results from an optical
conversion of an electrical STS-1 signal (51.840 Mb/s). This signal forms the
basis of the interface.
OC-3: Optical Carrier level 3 signal operating at 155.520 Mb/s.
OC-12: Optical Carrier level 12 signal transmitting at 622.080 Mb/s.
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PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
OC-48: Optical Carrier level 48 signal transmitting at 2488.32 Mb/s.
Point of Presence (POP): A physical location where a long distance carrier
terminates lines before connecting to the local exchange carrier, another
carrier, or directly to a customer.
2.3 The availability objective for all circuits between Qwest Network Interface
points specified above is to provide performance levels over a 12 month period
as follows:
---------------------------------------------------
V&H Miles DS1, DS3, OC-3, OC-12, OC-48,
OC-3c, OC-12c, and OC-48c
---------------------------------------------------
0-2500 99.999%
---------------------------------------------------
2501-4000 99.998%
---------------------------------------------------
This excludes any customer provided access links to the Qwest
digital network.
2.4 Outages attributable to incidental damage to or severage of outside fiber
optic cable plant, or scheduled maintenance is excluded from the performance
objective stated above.
2.5 Error-Free Seconds (EFS) and Error Seconds (ES) are the primary measure of
error performance. An Error-Free Second is defined as any second in which no bit
errors are received. Conversely, an Error Second is any second in which one or
more bit errors are received.
3. SONET: Synchronous Optical Network is a family of optical transmission rates
and interface standards allowing internetworking of products from different
vendors. Base optical rate is 51.840 Mb/s. Higher rates are direct multiples.
SONET Transport: Facilities associated with carrying OC-1 or higher level
signals.
Synchronous Transport Signal level 1 (STS-1): The basic logical building block
electrical signal with a rate of 51.840 Mb/s.
Synchronous Transport Signal level N (STS-N): This electrical signal is
obtained by byte interleaving N STS-1 signals together. The rate of the STS-N is
N times 51.840 Mb/s.
Terminating Multiplex(TM): Provides the multiplex functions for multiplexing
and demultiplexing between the DS1 or higher signal level and the SONET OC-N
level.
4. Acceptance Criteria. The acceptance criteria for DS1, DS3, OC-3, OC-12,
OC-48, OC-3c, OC-12c, and OC-48c circuits between Qwest Network Interface points
is to provide the performance levels shown below during a 60 minute test period.
If no errors are observed during the first 15 minutes of the test, the facility
may be considered acceptable. Access connections to customer location will be
tested in accordance with ▇▇▇▇ Publication 62508.
o The tables below are based on QCC owned fiber optic network only and on the
Bellcore Specifications of the SONET delivery of DS1, DS3, OC-3, OC-12, OC-48,
OC-3c, OC-12c, and OC-48c directly off the SONET Backbone.
o If the DS1, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c service is
delivered at the STS1 level then the general performance objectives fall into
the industry standard.
DS1, DS3
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PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
The table below defines the general performance objectives for DS1 service
operating at 1.544 Mb/s, and the general performance objectives for DS3 service
operating at 45 Mb/s.
-------------------------------------------------------------
V&H Miles EFS BER
-------------------------------------------------------------
0 - 250 99.988% 10-15
-------------------------------------------------------------
251 - 500 99.983% 10-15
-------------------------------------------------------------
501 - 1000 99.971% 10-15
-------------------------------------------------------------
1001 - 1500 99.959% 10-15
-------------------------------------------------------------
1501 - 2000 99.948% 10-15
-------------------------------------------------------------
2001 - 2500 99.936% 10-15
-------------------------------------------------------------
2501 - 3000 99.925% 10-15
-------------------------------------------------------------
3001 - 3500 99.913% 10-15
-------------------------------------------------------------
3501 - 4000 99.902% 10-15
-------------------------------------------------------------
OC-3, 12, 48; OC-3c, 12c, 48c
The table below defines the general performance objectives for OC-3, OC-12,
OC-48, OC-3c, OC-12c, and OC-48c.
-------------------------------------------------------------
V&H Miles EFS BER
-------------------------------------------------------------
0 - 250 99.989% 10-15
-------------------------------------------------------------
251 - 500 99.984% 10-15
-------------------------------------------------------------
501 - 1000 99.974% 10-15
-------------------------------------------------------------
1001 - 1500 99.964% 10-15
-------------------------------------------------------------
1501 - 2000 99.954% 10-15
-------------------------------------------------------------
2001 - 2500 99.944% 10-15
-------------------------------------------------------------
2501 - 3000 99.933% 10-15
-------------------------------------------------------------
3000 - 3500 99.923% 10-15
-------------------------------------------------------------
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PRIVATE LINE SERVICE DESCRIPTION AND RATE SCHEDULE
-------------------------------------------------------------
V&H Miles EFS BER
-------------------------------------------------------------
3501-4000 99.913% 10-15
-------------------------------------------------------------
4
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT J1
ReQwest(SM) FRAME RELAY SERVICE DESCRIPTION EXHIBIT
WHOLESALE SERVICES AGREEMENT
Service Description: ReQwest(SM) Frame Relay service is a public, fast-packet
data network offering. It employs a form of packet switching analogous to a
streamlined version of X.25 networks. The packets are in the form of "frames,"
which are variable in length, with the payload being anywhere between 0 and
4,096 octets. ReQwest(SM) supports a variety of simultaneous data applications
over a single integrated facility (such as data, voice and video). Customer may
access ReQwest(SM) at Qwest's nearest available Domestic U. S. Point of Presence
(POPs). Within the POP, Qwest designs and installs Network Node (as hereinafter
defined) connections on the ReQwest(SM) network. A Network Node is comprised of
a Port Connection and Permanent Virtual Circuits (PVCs) that define the
connections between Customer's or End User's Ports. Qwest allocates capacity
across these logically assigned PVCs.
Ports: ReQwest(SM) service may be available in the Port Speeds listed
below. Provision of ReQwest(SM) service is subject to facilities
availability.
Committed Information Rate (CIR): A rate assigned to each PVC by a
ReQwest(SM) subscriber. CIRs represent the committed transmission rates
between two network ports. CIRs are available in 8 Kbps increments.
Customer may transmit or receive data over a PVC at speeds greater than
the selected CIR up to the speed of the Port ("burst"). Additionally,
burst traffic may be marked by Qwest as Discard Eligible (DE), and
subsequently discarded in the event of network congestion. Customer agrees
that Qwest shall not be liable for any such discard of traffic.
Qwest agrees to provide QWEST Domestic U.S. ReQwest(SM) Ports at the Monthly
Recurring Charges (MRCs) specified below.
------------------------------------------
Port Speed Increments MRC
(in Kbps) Per Port
------------------------------------------
56/64 [***]
------------------------------------------
112/128 [***]
------------------------------------------
168/192 [***]
------------------------------------------
224/256 [***]
------------------------------------------
280/320 [***]
------------------------------------------
336/384 [***]
------------------------------------------
392/448 [***]
------------------------------------------
448/512 [***]
------------------------------------------
504/576 [***]
------------------------------------------
560/640 [***]
------------------------------------------
616/704 [***]
------------------------------------------
672/768 [***]
------------------------------------------
728/832 [***]
------------------------------------------
784/896 [***]
------------------------------------------
840/960 [***]
------------------------------------------
896/1024 [***]
------------------------------------------
952/1088 [***]
------------------------------------------
1008/1152 [***]
------------------------------------------
1064/1216 [***]
------------------------------------------
1120/1280 [***]
------------------------------------------
1176/1344 [***]
------------------------------------------
1232/1408 [***]
------------------------------------------
1288/1472 [***]
------------------------------------------
1344/1536 [***]
------------------------------------------
1
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT J1
ReQwest(SM) FRAME RELAY SERVICE DESCRIPTION EXHIBIT
WHOLESALE SERVICES AGREEMENT
Qwest agrees to provide domestic U.S. ReQwest(SM) PVCs at the MRCs specified
below.
---------------------
PVC Charges
---------------------
MRC for CIR
Per 8kbps Simplex
---------------------
[***]
---------------------
Customer premises equipment and maintenance charges, if any, shall be subject to
a written amendment of this Agreement and shall be additional charges to the
Customer, varying by type of CPE and by region where the CPE is located.
Qwest shall invoice Customer on a monthly basis at Customer's designated site in
the U.S., in accordance with the following schedule: (i) one (1) month in
advance for all recurring, non-usage sensitive MRC charges due under this
Agreement, in addition to the retroactive billing for the first billing invoice;
and (ii) in the month succeeding the applicable usage for all usage-sensitive,
NRC and change fees and charges. Failure of Qwest to timely invoice Customer for
any amounts due hereunder shall not be deemed a waiver by Qwest of its rights to
payment for such charges.
Provided that Customer's Monthly Revenue is in excess of the Monthly Commitment,
Customer shall receive a discount as specified in the table below of Customer's
actual payment of the "Frame Charges" (as hereinafter defined) incurred by
Customer during such month ("Frame Discount"). The credit derived from
application of this discount shall be applied to Customer's interstate usage. As
used in Section, "Frame Charges" shall include only payments by Customer of the
following types of charges: (i) Customer's charges for Domestic U.S. ReQwest(SM)
Ports; (ii) Customer's charges for usage Domestic U.S. ReQwest(SM) PVCs.
Excluded Charges (as hereinafter defined) shall not be eligible for the Frame
Discount. "Excluded Charges" shall consist of the following: (i) dedicated
access/egress (or related) charges imposed by third parties (such as local
exchange carriers); (ii) equipment and maintenance charges, if any, (iii)
charges for services other than Domestic U.S. ReQwest(SM) port and PVC MRCs;
(iv) all non-recurring and pass-through charges ("NRCs"); (v) credits and
discounts, (vi) taxes; (vii) installation charges and (vii) and surcharges.
---------------------------------------------------------------
Current Month's Revenue from Discount to be Applied
Contributing Service Components to Frame Charges
$0-$100,000 [***]
$100,001 -$300,000 [***]
$300,001 - $500,000 [***]
$500,001 -$750,000 [***]
$750,001 - $1,000,000 [***]
$1,000,001 and above [***]
---------------------------------------------------------------
2
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT J1
ReQwest(SM) FRAME RELAY SERVICE DESCRIPTION EXHIBIT
WHOLESALE SERVICES AGREEMENT
Contributing Services Schedule
Contributing Services*
---------------------------------------------------------------------------
All Qwest Express Domestic All ReQwest(SM) Switchless Reseller
Carrier Originating and Domestic Inbound and Outbound
Terminating Service Usage Service Usage
---------------------------------------------------------------------------
All Qwest Express International, All ReQwest(SM) Switchless Reseller
Canadian, and Mexican Carrier International, Canadian and
Terminating Service Usage Mexican Service Usage
---------------------------------------------------------------------------
All Qwest Express Directory All ReQwest(SM) Switchless Reseller
Assistance Carrier Service Usage Calling Card Service Usage
---------------------------------------------------------------------------
All Domestic Dedicated All ReQwest(SM) Switchless Reseller
Facilities, Ports & PVC Monthly Directory Assistance Service
Recurring Charges* Usage
---------------------------------------------------------------------------
*Charges, fees and other amounts owing for, related to or constituting taxes,
surcharges, credits, uncollectable Customer charges, pass-through charges,
installation charges and local loops shall not be included as part of Revenue
Commitment or Contributing Services.
Pass-Through Charges. Qwest shall be entitled to immediately pass through to
Customer, and Customer shall be obligated to pay for, any charges, fees, taxes
and terms and conditions of service imposed by access suppliers, including
without limitation, increases or decreases in tariffs, communications charges
and access charges that are imposed or enacted by access suppliers to Qwest
after the Effective Date, and early termination charges applicable when local
access is terminated prior to the term selected on a Customer Order Form.
Effect of Tariffing. If at any time during the Term Qwest tariffs the service
hereunder ("Newly Tariffed Service"), Customer and Qwest agree to promptly
execute appropriate additional agreements and amendments to the Agreement the
effect of which shall be to eliminate the Newly Tariffed Service from this
Agreement and to incorporate such Newly Tariffed Service into an agreement for
Qwest tariffed services. Customer acknowledges and agrees that Qwest shall have
no obligation to include any equipment provided under this Agreement or any
charges payable for such equipment in any such agreement for tariffed services.
Service Restrictions. Notwithstanding anything in the Tariff or this Agreement
to the contrary, the following services and/or guarantees or are not available
to Customer or End-Users of Customer: (1) Frame relay Port speeds above DS-l
level, (2) ReQwest(SM) service for Customer or End-user locations outside of the
Domestic U.S., (3) Switched Virtual Circuits (SVCs) capabilities, (4) access to
Qwest's Customer Network Management Systems (CNMS), (5) any service level
guarantees and, (6) any service interruption, and/or outage pr performance
guarantee(s) and/or credit(s) set forth in the Tariff.
3
QWEST CONFIDENTIAL AND PROPRIETARY
EXHIBIT S
SECURITY AND PAYMENT TERMS
GENERAL
Qwest and the Customer hereby agree that Qwest shall establish specific terms
and conditions of security for payment of the Services acceptable to Qwest, in
its sole determination, prior to the commencement of Services hereunder.
Customer acknowledges and agrees that if Customer does not comply with such
additional terms and requirements of security for payment, that Qwest shall be
entitled to refuse to fulfill any orders for Services and to terminate this
Agreement without penalty. Customer also agrees to the following basic terms and
conditions as security for payment of services rendered by Qwest to Customer.
If, in Qwest's sole determination, Customer's financial condition used to
establish the initial security under this Agreement changes or Customer's actual
monthly usage of the Services hereunder exceeds the estimated monthly usage used
to establish the initial security under this Agreement, or in the event Qwest
ceases using Customer's services under other agreements, Qwest shall notify
Customer and the parties hereto shall have two (2) business days to negotiate
additional appropriate security for the Services. If the parties cannot agree on
such additional security within the designated time period, Qwest in its sole
determination and without limiting any other remedy available at law or in
equity, may terminate all and/or any part of the Services hereunder or refuse to
accept any orders for additional Services with or without notice. In the event
any Services are terminated under the Agreement or this Exhibit S, Customer
waives all claims or causes of action, regardless of the form of action whether
in contract or tort including negligence of any kind, arising from any
post-termination communication with or solicitation of Customer's End Users by
Qwest.
IRREVOCABLE STANDBY LETTER OF CREDIT OR CASH DEPOSIT
A. Within seven (7) calendar days after customer's execution of this Agreement,
Customer agrees to provide Qwest with either an irrevocable standby letter of
credit ("Letter of Credit") or a cash deposit ("Cash Deposit") in the Stated
Amount. If selected by Customer, the Letter of Credit shall be established
according to the following terms and in accordance with other instructions to be
provided by Qwest.
B Customer shall for a period of fourteen (14) months from the Effective Date
maintain in favor of Qwest a Letter of Credit available from a financial
institution approved by and in form and substance acceptable to Qwest. The
Letter of Credit shall be in the amount as stated above and will provide for
payment of Qwest's drafts on sight in a full or partial drawing if accompanied
by Qwest's signed and dated statement containing one of the following
representations:
1. "The undersigned, an authorized officer of Qwest Communications
Corporation hereby certifies that (name of Customer) has not paid
invoice(s) for Qwest telecommunications services; that written notice has
been given to (name of Customer); that payment has not been received from
(name of Customer) or other source, and subject payment is now 15
(fifteen) or more calendar days past the due date"; or
2. "The undersigned, an authorized officer of Qwest Communications
Corporation, hereby certifies that, although all or a portion of (name of
Customer) indebtedness has been paid, the payment, or a portion thereof,
was paid within ninety (90) days of a petition filed by or against (name
of Customer) under the Bankruptcy Code or a general assignment for the
benefit of (name of Customer) creditors."
C. Failure to provide the Letter of Credit or Cash Deposit as set forth above
will be considered a breach of this Agreement, and in Qwest's sole discretion,
may result in immediate termination of Service and/or refusal by Qwest to accept
any orders for additional Services.
1
QWEST CONFIDENTIAL AND PROPRIETARY