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ADDENDUM NO. 3 TO
TELECOMMUNICATIONS SERVICES AGREEMENT
This Addendum No. 3 is made to that original Telecommunications Services
Agreement by and between U. S. LONG DISTANCE, INC. (the "Company") and PAYTEL
NORTHWEST, INC. (the "Customer") dated March 30, 1993, and as amended by
Addendum No. 1 on September 16, 1994, and as amended by Addendum No. 2 on August
23, 1995 (collectively the "Agreement"). The Agreement is hereby amended to
provide the following:
1. TERM.
The term of this Agreement shall commence on March 1, 1996, and shall
continue in full force and effect for a period of three (3) years from such
date, terminating on February 29, 1999, and shall be renewed automatically
for an additional one (1)-year period unless the Company or the Customer
provides sixty (60)-day written notice to the other of its intent to
terminate this Agreement at the end of the initial three (3)-year term.
2. Paragraph 12 of Addendum No. 2, modifying Paragraph 9 entitled ADDITIONAL
CONSIDERATION of the original Agreement, is hereby amended to read as
follows:
9. ADDITIONAL CONSIDERATION.
(a) LOAN TO CUSTOMER.
Pursuant to the terms of Addendum No. 2, the Company loaned to
the Customer $75,000. Such $75,000 loan shall now be evidenced
by the execution and delivery of the form of Promissory Note
attached hereto as Exhibit "A," calling for fifty-two (52) weekly
equal principal and interest payments with the first payment
commencing on March 1, 1996 and continuing each week thereafter
until paid in full. The Company has the right to offset the
principal and interest payments with commissions earned by, and
owned by the Company to, Customer.
(b) WARRANT TO CUSTOMER:
As long as the Customer is using the Company for no less than
eighty percent (80%) of its operator services requirements for
the entire three (3)-year term of this Agreement, the Company
shall cause its parent company, U. S. Long Distance Corp., a
Delaware corporation ("USLD"), to issue a Warrant Certificate
(the "Warrant")
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allowing the Customer to purchase 100,000 shares of the common stock
of USLD at an exercise price of $12.50 per share. The Warrant shall
be in the form of the Warrant attached hereto as Exhibit "B."
Customer agrees to furnish to the Company quarterly its total
operator services traffic and its total operator services traffic
carried by the Company. The Company shall have reasonable audit
rights to confirm such reports. The Warrant shall be issued by the
Company on February 28, 1999, unless after March 1, 1996 and prior
to February 28, 1999, Customer has achieved an accumulated total of
1.7 million billable operator assisted calls over the Company's
network; in which case, upon Customer's attainment of such 1.7
million billable calls, the Company shall immediately issue the
Warrant. The Warrant must be exercised on or before March 31, 1999.
All of the other terms and conditions of Paragraph 12, of
Addendum No. 2, modifying Paragraph 9 of the original Agreement,
are held for naught.
3. All of the other terms and conditions of the Agreement, including Addendum
No. 1 and Addendum No. 2, are hereby ratified and confirmed in their
entirety.
AGREED TO and ACCEPTED on this _____ day of February, 1996.
U. S. LONG DISTANCE, INC. PAYTEL NORTHWEST, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President, Sales President
Date: 2/21/96 Date: 2/22/96
U. S. LONG DISTANCE CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Date: 2/21/96