LETTER PURCHASE AGREEMENT
This Agreement by and between ATCI, Inc., a Delaware corporation ("ATCI")
and Group Long Distance, Inc., a Florida corporation ("GLD"), shall memorialize
the agreement between the parties with respect to GLD's purchase of all traffic
transferred by ATCI to GLD pursuant to that certain Distributorship Agreement
and Blanket Agency Agreement Letter of even date (the "Telecommunications
Traffic"), as follows:
1. GLD shall purchase the Telecommunications Traffic at a purchase price
equal to the average monthly revenue generated by the Telecommunications Traffic
for the months of August, September, and October 1994 (determined in accordance
with the rates set forth in Exhibit "A" attached hereto) times a multiple of 1.7
(the "Purchase Price"). The Telecommunications Traffic utilized to determine
the Purchase Price shall not include traffic generated from investor accounts
identified in Exhibit "B" (the "Investor Accounts"), or any Telecommunications
Traffic attributable to ATCI's main corporate billing account, which number is
presently identified as (▇▇▇) ▇▇▇-▇▇▇▇ (the "Excluded Traffic").
2. GLD shall provide long distance service for the Excluded Traffic at
rates set forth in Exhibit "A". To the extent that GLD has any indebtedness to
ATCI towards payment of the Purchase Price, the amounts owed by ATCI to GLD in
consideration for providing service for the Excluded Traffic shall be deducted
from the Purchase Price. There shall be deducted from the Purchase Price an
amount of $6,000.00, which amount represents advance payment of
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billing and collection services associated with providing long distance service
to the twenty (20) subscribers listed in the Investor Accounts from August 19,
1994, for a period of sixty (60) months. GLD shall, for a period of sixty (60)
months from August 19, 1994, provide the twenty (20) subscribers listed in the
Investor Accounts with a discount on other long distance service equal to fifty
percent (50%) of GLD's standard SDN rates, up to a maximum monthly discount of
$100.00 per month. To the extent that any investor's long distance usage exceeds
$200.00 per month from August 19, 1994 and each month thereafter (calculated at
GLD's customary SDN rates), such investor shall be responsible for all long
distance charges (calculated at GLD's customary SDN rates). Such excess amount
shall be paid by the individuals listed in the Investor Accounts or, at ATCI's
option, by ATCI. ATCI acknowledges its ultimate responsibility for the payment
of all long distance indebtedness incurred with respect to the Excluded Traffic
(calculated on the basis of GLD's customary SDN rates). Failure to keep monthly
▇▇▇▇▇▇▇▇ current by any individual investors or with respect to the Excluded
Traffic, shall result in the customary collection activities by GLD without any
preferential treatment for such service.
3. All amounts lent to ATCI by GLD pursuant to any Promissory Note(s)
shall serve as a reduction of the Purchase Price, together with interest accrued
on such Promissory Note(s). The parties acknowledge that, as of September 6,
1994, the amount
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of loans from GLD to ATCI, together with accrued interest, is equal to
$80,000.00.
4. In view of GLD's determination to purchase the Telecommunications
Traffic, CLD shall have no obligation to ATCI with respect to the payment of
commissions transitionally provided for in the Distributorship Agreement.
5. Upon consummation of the purchase of the Telecommunications Traffic,
GLD shall cause all UCC-3 filings with respect to Econocall's assets to be
removed at GLD's sole expense.
6. The purchase price provided for herein shall be paid by December 1,
1994.
7. GLD and ATCI will, at each other's request, execute and deliver all
such further assignments, endorsements and other documents as may be reasonably
requested in order to comply with the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Letter
Purchase Agreement this ______ day of ____________________, 1994.
Attest: ATCI, INC.
By: _________________________ By: _________________________ (Seal)
President
Attest: GROUP LONG DISTANCE, INC.
By: _________________________ By: _________________________ (Seal)
President
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GLD GROUP LONG DISTANCE, INC.
A NETWORK MANAGEMENT COMPANY
UTILIZING THE AT&T NETWORK
"EXHIBIT A"
AT&T's F.C.C. TARIFF # 1
INTERSTATE RATES FOR
AT&T SOFTWARE DEFINED NETWORK
MILAEAGE DAY EVE NIGHT
BANDS WEEKEND
--------------------------------------------------------------------------------
0 - 55 $0.129 $0.178 $0.178
--------------------------------------------------------------------------------
56 - 292 $0.198 $0.178 $0.178
--------------------------------------------------------------------------------
293 - 430 $0.211 $0.178 $0.178
--------------------------------------------------------------------------------
431 - 925 $0.219 $0.178 $0.178
--------------------------------------------------------------------------------
925 + $0.231 $0.178 $0.178
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ALL CALLS ARE BILLED IN 0.1 MINUTE (6 SECOND) INCREMENTS WITH AN INITIAL 0.3
MINUTE (18 SECOND) MINIMUM BILLING FOR ONLY COMPLETED CALLS.
[LOGO]
CUSTOMER SERVICE ▇▇▇-▇▇▇-▇▇▇▇
All rates subject to changes in AT&T's F.C.C. Tariff #1
ATCI ECONO CALL INVESTORS
1. ▇▇▇▇▇ ▇▇▇▇▇▇
2. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
3. ▇▇▇ ▇▇▇▇
4. ▇▇▇▇ ▇▇▇▇▇
5. FINATLANTIC CORP
6. ▇▇▇ ▇▇▇▇▇▇▇▇
7. ▇▇▇▇▇ MIX
8. ▇▇▇ ▇▇▇▇▇▇
9. ▇▇▇▇ ▇▇▇▇▇▇▇
10. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
11. MAX MILES
12. BIODEVELOPMENT CORP.
13. ▇▇▇▇ ▇▇▇▇▇▇▇▇
14. ▇▇. ▇▇ ▇▇▇▇▇▇
15. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
16. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
17. THE ▇▇▇▇▇ NETWORK
18. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
"EXHIBIT B"