Exhibit 10.48
WORLDCOM DATA SERVICES
(REVENUE PLAN)
This Application for Data Services (the "Agreement") is made by EXODUS
COMMUNICATIONS, INC., a California corporation with its principal office
at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
("Customer"), and WORLDCOM TECHNOLOGIES, INC., a Delaware corporation
("WorldCom"), for service described below.
1. SERVICES: Interexchange telecommunications service (the "Private
Line Service") and frame relay service (the "Frame Relay Service"), ATM
Service, as described below, (the "WorldCom ATM Service") international
frame relay service (the "International Frame Relay Service") and
international private line services (the "International Private Line
Service") shall be provided by WorldCom pursuant to the applicable
tariffs of WorldCom Network Services, Inc., a wholly owned subsidiary of
WorldCom, (the "Tariffs"). The Tariffs provide terms and conditions of
the Service which include, but are not limited to, taxes, credit approval
procedures, Customer credits, termination liability, and limitations with
respect to the assignment of the Service. The Tariffs may be modified from
time to time by WorldCom in accordance with law and thereby affect the
Service furnished to Customer For purposes of this Agreement, Private
Line Service, Frame Relay Service, ATM Service, International Private Line
and International Frame Relay shall be collectively referred to as (the
"Service"). The Private Line Service shall also include OC-3c and OC-12c
as described below:
OC-3c Service consists of a concatenated, non-switched, dedicated 155.52
Mbps circuit used to carry Customer's telecommunications traffic between
Local Access and Transport Areas (LATAs). OC-3c Service is consistent
with the Synchronous Optical Network (SONET) standard for optical
transport as defined by the Exchange Carriers Standards Association (ECSA)
for the American National Standards Institute (ANSI). OC-3c Service
consists of interexchange carrier (IXC) service, local access service and
operational and administrative services.
OC-12c Service consists of a concatenated, non-switched, dedicated 622
Mbps circuit used to carry Customer's telecommunications traffic between
Local Access and Transport Areas (LATAs). OC-12c Service is consistent
with the Synchronous Optical Network (SONET) standard for optical
transport as defined by the Exchange Carriers Standards Association (ECSA)
for the American National Standards Institute (ANSI). OC-3c/OC-12c Service
consists of interexchange carrier (IXC) service, local access service and
operational and administrative services.
ATM Service may include the following: (i) equipment necessary to support
the ATM Service including equipment located on Customer's premises and
equipment located on WorldCom's premises, (ii) local access facilities,
(iii) a Network Node (as described below) for each location requiring
connectivity to the WorldCom network, and (iv) maintenance of the
equipment and services provided by WorldCom. A "Network Node" includes
a port connection, i.e., access to the WorldCom network, and the permanent
virtual circuits assigned to said port.
2. TERMS AND CONDITIONS: The parties agree that the terms and
conditions of this Agreement shall supplement, or to the extent they are
inconsistent with the Tariffs, supersede the terms and conditions of the
Tariffs. For purposes of this Agreement, any references to "Service" in
the Tariffs shall also be deemed to refer to the applicable WorldCom
Service in the Tariffs. For the convenience of the parties, ATM Service
will be provided by WorldCom subject to the rules and regulations set
forth in the WorldCom Network Services, Inc., a wholly owned subsidiary of
WorldCom, Frame Relay tariff (the "Frame Relay Tariff"), in addition to
the terms and conditions set forth herein. The rules and regulations of
the Frame Relay Tariff provide terms and conditions which apply to ATM
Service, which include, but are not limited to, termination liability,
taxes, credit approval procedures, Customer credits, and limitations with
respect to the assignment of ATM Service. For purposes of this Agreement,
any references to Service in the Frame Relay Tariff shall be deemed to
refer to ATM Service. The Frame Relay Tariff may be modified from time to
time by WorldCom in accordance with law and thereby affect the ATM Service
furnished to Customer except that the terms and conditions contained in
this Agreement shall supplement, or to the extent inconsistent, supersede
the Frame Relay Tariff's rules and regulations and shall remain in effect
throughout the Service Commitment Period selected by Customer.
3. MINIMUM MONTHLY COMMITMENT: Commencing as of the Commitment Commencing
Date set forth below and continuing through the Commitment Ending Date
below, Customer agrees to maintain each month:
(i) the aggregate base rate charges for OC-3c and OC-12c Services (after
the application of discounts); and/or
(ii) the aggregate base rate charges for Domestic Private Line Service,
excluding OC-3c and OC-12c Services (after the application of
discounts); and/or
(iii) the aggregate base rate charges for Domestic Frame Relay Services
(after the application of discounts); and/or
(iv) the aggregate base rate charges for International Frame Relay
Services (after the application of discounts); and/or
(v) the aggregate base rate charges for Domestic ATM Services (after the
application of discounts); and/or
(vi) the aggregate base rate charges for International Private Line
Service (after the application of discounts) (collectively, the
"Aggregate Base Rate Charges") as follows:
Minimum Monthly Commitment: $1,000,000.00
4. REVENUE PLAN SERVICE TERM/COMMENCEMENT /COMMITMENT:
Customer Commitment Period: Sixty (60) Months
Commencement Date: For the purposes of this Agreement, (the
"Agreement Commencement Date") will be the next billing cycle following
the date this Agreement has been fully executed by both parties and
Customer has received a satisfactory credit review and approval from
WorldCom's Credit Department, and all security documentation, if any,
required by WorldCom has been properly executed and delivered to WorldCom
(collectively, the "Credit Review").
Commitment Commencement Date: is the same as the Commencement Date above.
Commitment Ending Date: is sixty (60) months following the Commitment
Commencement Date above.
5. APPLICATION OF DISCOUNTS: Commencing as of the Commencement Date set
forth in Section 4 above and continuing through the Commitment Ending
Date, WorldCom agrees to aggregate:
(i) monthly recurring charges for Domestic Private Line Service (before
the application of discounts); and/or
(ii) monthly recurring Network Node charges for Domestic Frame Relay
Service (before the application of discounts); and/or
(iii) monthly recurring Network Node charges for International Frame Relay
Service (before the application of discounts) in determining
Customer's corresponding discount for Domestic Private Line, Domestic
Frame Relay, Domestic ATM Service, and International Frame Relay.
6. PROPRIETARY INFORMATION: (a) Confidential Information: The parties
understand and agree that the terms and conditions of this Agreement, all
documents referenced and invoices to Customer for Service provided
hereunder, communications between the parties regarding this Agreement
(including price quotes to Customer for any Service proposed to be
provided or actually provided hereunder), as well as such non-public
information relevant to any other agreement between the parties
(collectively, "Confidential Information"), are confidential as between
Customer and WorldCom.
(b) Limited Disclosure: A party shall not disclose Confidential
Information unless subject to discovery or disclosure pursuant to legal
process, or to any party other than the directors, officers, and employees
of a party or a party's agents including their respective brokers,
lenders, insurance carriers or bona fide prospective purchasers who have
specifically agreed in writing to nondisclosure of the terms and
conditions hereof. Any disclosure hereof required by legal process shall
only be made after providing the non-disclosing party with notice thereof
in order to permit the non-disclosing party to seek an appropriate
protective order or exemption. Violation by a party or its agents of the
foregoing provisions shall entitle the non-disclosing party, at its
option, to obtain injunctive relief without a showing of irreparable harm
or injury and without bond.
(c) Press Releases: The parties further agree that any press
release, advertisement or publication generated by a party regarding this
Agreement, will be submitted to the non-publishing party for its written
approval prior to publication.
(d) Survival of Confidentiality: The provisions of this Section 6
will be effective as of the date of this Agreement and remain in full
force and effect for a period which will be the longer of (i) one (1) year
following the date of this Agreement, or (ii) one (1) year from the
termination of all Service hereunder.
7. LETTER OF AGENCY ("LOA"): The Undersigned [duly authorized
representative of Customer] hereby authorizes WorldCom, if requested in
writing by Customer, to provision Customer's Local Access. This LOA
supersedes all previous LOAs and shall remain in effect until canceled by
Customer in writing.
8. PRICING: (a) Rates for Domestic Private Line Service, Domestic
Frame Relay Service, International Private Line and International Frame
Relay are as set forth in the applicable WorldCom tariffs.
(b) Rates for OC-3c and OC-12c Private Line Service are as described
below for the location and quantities as set forth in Sections I. and J.
(c) Discounts for both Domestic Private Line, Domestic Frame Relay,
International Private Line and International Frame Relay Service are as
described below.
(d) Rates for ATM Service shall be as set forth in WorldCom's
Service Orders (the "Service Orders"). Discounts for domestic ATM
Service are as described below.
A. WORLDCOM DOMESTIC PRIVATE LINE - DS-0 DISCOUNT
Monthly Volume DS-0 Discount
$0 + ***
B. WORLDCOM DOMESTIC PRIVATE LINE - FT-1 DISCOUNT
Monthly Volume FT-1 Discount
$0 + ***
***Confidential treatment has been requested for certain portions of this
document. Such omitted portions have been filed separately with the
Securities and Exchange Commission.
Multi-Channel Discounts
-----------------------
# Channels Discount
2-3 ***
4-7 ***
8-11 ***
12 & OVER ***
C. WORLDCOM DOMESTIC PRIVATE LINE - DS-1 DISCOUNT
Monthly Volume DS-1 Discount
$0 + ***
D. WORLDCOM DOMESTIC PRIVATE LINE - DS-3 DISCOUNT
Monthly Volume DS-3 Discount*
$0 + ***
* Discounts are applicable to Tier A city pairs only. LEC charges
are additional and are not discountable. No further discounts may
be applied.
Customer's existing Circuits identified below ("Existing
Circuits") shall receive the rates set forth below: Existing
Circuits shall remain unchanged. Discounts above do not apply to
Existing Circuits.
DS-3 RATE SCHEDULE
EXISTING CIRCUITS
Discounted
Location A Location Z Circuit ID WorldCom Monthly ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ***
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ***
E. WORLDCOM DOMESTIC FRAME RELAY DISCOUNT (EXCLUDING METRO FRAME RELAY)
Monthly Volume Discount
$0 + ***
F. WORLDCOM DOMESTIC ATM DISCOUNT
Monthly Volume Discount
$0 + ***
***Confidential treatment has been requested for certain portions of this
document. Such omitted portions have been filed separately with the
Securities and Exchange Commission.
G. WORLDCOM INTERNATIONAL PRIVATE LINE DISCOUNT
Monthly Volume Discount
$0 + ***
H. WORLDCOM INTERNATIONAL FRAME RELAY DISCOUNT
Monthly Volume Discount
$0 + ***
I. WORLDCOM PRIVATE LINE - OC-3c PRICE SCHEDULE for quantity and
locations set forth below. Any additional OC-3c circuits shall be
handled on an individual basis. LEC charges are additional and are
not discountable. No further discounts may be applied.
OC-3c Circuit Schedule
Circuit Quantity Location A Location Z Monthly Recurring Charge
A 1 SNTCCA LSANCA ***
B 1 LSANCA ▇▇▇▇▇▇ ***
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ***
D 1 NWRKNJ SNTCCA ***
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ***
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ***
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ***
H 1 CHCGIL SNTCCA ***
J. WORLDCOM PRIVATE LINE - OC-12c PRICE SCHEDULE for quantity and
locations set forth below. Any additional OC-12c circuits shall be
handled on an individual basis. LEC charges are additional and are
not discountable. No further discounts may be applied.
OC-12c Circuit Schedule
Circuit Quantity Location A Location Z Monthly Recurring Charge
I 1 SNTCCA LSANCA ***
J 1 LSANCA WASHDC ***
K 1 WASHDC NWRKNJ ***
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ***
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ***
N 1 BSTNMA CHCGIL ***
O 1 SNTCCA WASHDC ***
9. WAIVER OF PRIVATE LINE INSTALLATION CHARGES: Commencing with the
Commencement Date and continuing through the Commitment Ending Date,
WorldCom agrees to waive WorldCom installation charges and LEC
installation charges (collectively, "Installation Waivers") in an amount
not to exceed four (4)) times the Monthly Recurring IXC charges for
Private Line Service ordered following the Commencement Date (the "New
Service"). In the event Customer cancels a New Service on a date prior
to twelve (12) months following the Start of Service Date for such New
Service, WorldCom will have the right to charge Customer an amount equal
to the Installation Waivers for such New Service.
***Confidential treatment has been requested for certain portions of this
document. Such omitted portions have been filed separately with the
Securities and Exchange Commission.
10. WAIVER OF FRAME RELAY INSTALLATION CHARGES: Commencing with the
Commencement Date and continuing through the Commitment Ending Date,
WorldCom agrees to waive WorldCom installation charges and LEC
installation charges (collectively, "Installation Waivers") in an amount
not to exceed four (4) times the Monthly Recurring Network Node and PVC
charges for Frame Relay Service ordered following the Commencement Date
(the "New Service"). In the event Customer cancels a New Service on a
date prior to twelve (12) months following the Start of Service Date for
such New Service, WorldCom will have the right to charge Customer an
amount equal to the Installation Waivers for such New Service.
11. WAIVER OF MONTHLY RECURRING CHARGES: WorldCom shall waive monthly
recurring Interexchange Service charges which would otherwise be due for
domestic Private Line OC-3c and/or OC-12c Service provided during the
sixth (6th) month of Customer's Commitment Period for OC-3c and OC-12c
circuits installed from WorldCom execution of this Agreement until
December 31, 1999 ("OC-3c/OC-12c Monthly Recurring Charge Waiver")
provided that Customer is not in breach of this Agreement. Upon the
execution of this Agreement, WorldCom shall waive the December 1998
monthly recurring charges for existing OC-3c circuits, as set forth in the
Existing OC-3c Circuit Schedule below. Local loops are not included.
Existing OC-3c Circuit Schedule
Circuit Quantity Location A Location Z
A 1 SNTCCA LSANCA
B 1 LSANCA WASHDC
C 1 WASHDC ▇▇▇▇▇▇
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. REPLACEMENT SERVICE: In the event Customer's business requirements
change, requiring Customer to replace OC-3c/OC-12c Service provided
hereunder ("Original Service") with new technology (hereinafter
"Replacement Service"), Customer shall provide written notice of its
intent to replace Original Service with Replacement Service from WorldCom.
During the final six (6) months of the Customer Commitment Period,
WorldCom shall not accept Customer orders for Replacement Service.
Provided Customer is not in default of its obligations under this
Agreement, Customer may cancel and upgrade Original Service to Replacement
Service without being subject to any cancellation charge relevant to the
Original Service under the following conditions:
A. Customer shall provide WorldCom with at least forty-five (45) days'
written notice prior to the effective date of cancellation of the
Original Service and concurrently therewith submits a Service Order for
Replacement Service having a Requested Service Date concurrent with the
effective date of such cancellation.
B. The Replacement Service is available and uncommitteed.
C. The cities served by the Original Service continue to be served by the
Replacement Service and when applicable, a reconfiguration of the
Original Service which is available, i.e., cities served prior to the
upgrade continue to be served by the Replacement Service following the
upgrade.
D. Customer will be liable for costs, if any, reasonably incurred by
WorldCom from third parties (e.g., Local Access providers or
interconnecting carriers) as a result of such cancellation, provided
WorldCom notifies Customer of such costs within a reasonable time
following receipt of Customer's Service Order to effect a cancellation
and obtain Replacement Service.
E. Replacement Service shall have a similar Minimum Monthly Commitment as
Original Service. The Customer Commitment Period for Replacement
Service shall be similar to the Original Service.
13. ADDITIONAL SERVICES: During the Service Commitment Period, WorldCom
commits to make available to Customer related services offered by WorldCom
wholly owned subsidiaries. The inclusion of these services will be
addressed through a future amendment to the Revenue Plan, at a time when
these services become available and Customer desires these services.
14. TERMINATION: Should Customer elect to terminate the Agreement for
convenience prior to the term, the following early termination charges
would apply:
A. If the termination becomes effective prior to completion of the
first year of the Commitment Period, then the charge shall be an amount
equal to the balance of the then-current Minimum Monthly Commitment times
the number of months (or pro rata portion thereof) remaining in the
Commitment Period through the expiration of the first year of the
Commitment Period plus fifty percent (50%) of the balance of such Minimum
Monthly Commitment times the remainder of the Commitment Period beyond the
first year.
B. If the termination becomes effective after the completion of the
first year of the Commitment Period, then the charge shall be an amount
equal to fifty percent (50%) of the balance of the then-current Minimum
Monthly Commitment times the number of months (or pro-rata portion
thereof) remaining in the Commitment period.
C. If any circuit under the Revenue Plan is either Restricted IXC or
subject to an ICB arrangement, then the charge will be an amount equal to
the total cancellation charges incurred by WorldCom, in addition to
termination charges set forth in "A" or "B" above.
D. Customer is also liable for any charges, expenses, fees or penalties
incurred by WorldCom or its affiliated companies due to cancellation of
Local Access plus any costs, expenses or additional charges reasonably
incurred by WorldCom on behalf of Customer as Customer's agent.
15. ***
16. INDIVIDUAL CIRCUIT TERM: The Service Commitment Period for each
Circuit comprising Qualifying IXC Service of the Revenue Plan is twelve
(12) months, unless the aforementioned Circuit is upgraded to a Service of
equal or greater monthly recurring charge and such Circuit has been
installed for no less than a six (6) month period. The Customer is also
liable for any charges, expenses, fees, or penalties incurred by WorldCom
or its affiliated companies due to cancellation of Local Access plus any
costs, expenses, or additional charges reasonably incurred by WorldCom on
behalf of Customer as Customer's agent.
***Confidential treatment has been requested for certain portions of this
document. Such omitted portions have been filed separately with the
Securities and Exchange Commission.
ENTIRE AGREEMENT: This Agreement (including any documents incorporated
herein by reference) constitutes the entire understanding between the
parties and supersedes any prior agreements and proposals between the
parties, whether oral or written, for Service provided hereunder.
WORLDCOM TECHNOLOGIES, INC. EXODUS COMMUNICATIONS, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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(Authorized Signature) (Authorized Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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(Print Name) (Print Name)
1/11/99
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(Date Received (Date Signed)