1
[*] DESIGNATES MATERIAL FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED, WHICH MATERIAL HAS BEEN SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT 10.119
CARRIER AGREEMENT
BETWEEN
MIDCOM COMMUNICATIONS INC.
AND
AT&T CORP.
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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TABLE OF CONTENTS
Page
----
1. GENERAL TERMS AND CONDITIONS ........................................ 1
1.1. Services Provided .......................................... 1
1.2. Duration of Agreement ...................................... 1
1.3. Applicability of AT&T Tariffs .............................. 2
1.4. Provisioning ............................................... 2
1.5. Billing and Payment ........................................ 2
1.6. Deposits ................................................... 5
2. USE OF THE SERVICES ................................................. 6
2.1. Resale of Services ......................................... 6
2.2. Abuse of the Services ...................................... 6
2.3. Fraudulent Use of the Services ............................. 7
2.4. Interference, Impairment or Improper Use ................... 8
3. TERMINATION OF AGREEMENT ............................................ 8
3.1. Termination for Material Non-Compliance .................... 8
3.2. Termination for Nonpayment ................................. 9
3.3. Termination for Breach of Warranty by CUSTOMER ............. 9
4. LIMITATIONS OF LIABILITY AND INDEMNIFICATIONS ....................... 10
4.1. Limitations of Liability ................................... 10
4.2. Indemnifications ........................................... 11
5. WARRANTIES .......................................................... 12
5.1. Warranties by CUSTOMER ..................................... 12
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TABLE OF CONTENT
Page
5.2. Warranties by AT&T.......................................... 13
5.3. Disclaimer of Other Warranties.............................. 14
6. INTELLECTUAL PROPERTY ISSUES.......................................... 14
6.1. Restrictions Against Use of Name and Brand Identification... 14
6.2. Inconsistent Use............................................ 15
6.3. No Patent or Software License............................... 18
6.4. Confidentiality............................................. 18
7. DISPUTE RESOLUTION.................................................... 21
7.1. Mediation................................................... 21
7.2. Arbitration................................................. 22
7.3. Court Proceedings........................................... 23
8. MISCELLANEOUS TERMS AND CONDITIONS.................................... 23
8.1. Combination with Other Services or Offers................... 23
8.2. Assignment and Delegation................................... 23
8.3. Affiliate................................................... 24
8.4. Independent Parties......................................... 24
8.5. Acknowledgement of Right to Compete......................... 24
8.6. No Third-Party Beneficiaries................................ 25
8.7. Access to Customer's Premises............................... 25
8.8. Network Equipment........................................... 25
8.9. Force Majeure............................................... 25
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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TABLE OF CONTENT
Page
8.10. Loss....................................................... 26
8.11. Notices.................................................... 26
8.12. Modification And Waiver.................................... 27
8.13. Severability............................................... 28
8.14. Choice of Law.............................................. 28
8.15. Compliance with Laws....................................... 28
8.16. Export Regulation Compliance............................... 28
8.17. Entire Agreement........................................... 29
8.18. Index of Defined Terms..................................... 29
ATTACHMENTS
A Service Description
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
5
THIS CARRIER AGREEMENT is made and entered into by and between MIDCOM
Communications Inc., a corporation organized and existing under the laws of the
Washington and having an office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("CUSTOMER") and AT&T Corp., a corporation organized and existing under the
laws of the State of New York and having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("AT&T").
1. GENERAL TERMS AND CONDITIONS
1.1. SERVICES PROVIDED.
AT&T shall provide the telecommunications services described in
Attachment A (collectively referred to as the "Services") to CUSTOMER pursuant
to the rates, terms and conditions of this Carrier Agreement, including the
Attachment hereto (collectively referred to as the "Agreement"), and (to the
extent necessary to comply with applicable laws and regulations) pursuant to the
rates, terms and conditions of AT&T's state tariffs governing the Services.
1.2. DURATION OF AGREEMENT.
(a) This Agreement shall become effective on the date it is
executed by both parties (the "Effective Date"). The rates, terms and
conditions of this Agreement will not apply to the Services until the first day
of the Term.
(b) The Term of this Agreement shall be as specified in Attachment
A. The Agreement may be terminated prior to the end of the Term only as
specifically provided in this Agreement.
(c) The provisions of this Agreement will apply with respect to all
Services provided under this Agreement during the Term. Any Services provided
after the Term is over shall be provided on such terms as then generally apply
to AT&T customers for the same services with no term, revenue or volume
commitments.
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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1.3. APPLICABILITY OF AT&T TARIFFS.
AT&T's tariffs filed with the F.C.C. shall apply to the Services to the
extent provided in Attachment A.
1.4. PROVISIONING.
CUSTOMER is responsible for placing any orders as necessary for AT&T to
provision the Services. CUSTOMER shall provide provisioning information as is
required according to AT&T's standard ordering procedures applicable to
CUSTOMER.
1.5. BILLING AND PAYMENT.
(a) CUSTOMER is liable for all amounts due to AT&T under this
Agreement. AT&T will provide to CUSTOMER a single monthly bill on magnetic tape
for each of the Services, except that, at AT&T's option, the billing for more
than one of the Services may be combined on a single monthly bill on magnetic
tape. Said bill or bills will be sent to one CUSTOMER location designated by
CUSTOMER.
(b) Payment of charges under this Agreement is due, and CUSTOMER's
obligation to pay such charges is enforceable, upon presentation of a bill to
CUSTOMER or CUSTOMER's designate. Payment shall be made to AT&T by electronic
funds transfer, or by such other payment method as the parties may agree in
writing. Except as provided in Section 1.5(c), payment shall be considered
timely if made within one month after the date of the bill.
(c) The following payment provisions will apply until such time as
CUSTOMER either establishes a record of timely payment for at least one year,
or posts a deposit (or other assurance of payment satisfactory to AT&T) equal
to three months' net charges, but in no event less than [*].
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(1) Beginning October 21, 1996, and every Monday thereafter
(or the next business day if the Monday is a holiday), CUSTOMER will
submit to AT&T an estimated weekly payment (the "Weekly Payment") to be
applied to CUSTOMER's account for Services provided under this
Agreement. Customer's failure to submit any Weekly Payment in full on
or before the due date established may result in disconnection of
service upon five days' prior written notice.
(2) The Weekly Payment for October 21, 1996 will be [*].
The Weekly Payment thereafter shall be [*], subject to modification as
follows. At least once every three months, AT&T, in consultation with
CUSTOMER, shall determine CUSTOMER's average weekly charges for the
three most recently-available billing months (based on net billed
amounts, and taking disputed charges into account only to the extent
deemed appropriate by AT&T). If the then-effective Weekly Payment
amount is more than ninety percent (90%) of such average weekly charges,
AT&T shall establish a new Weekly Payment amount approximately equal to
ninety percent (90%) of such average weekly charges. If the
then-effective Weekly Payment amount is less than ninety percent (90%)
of such average weekly charges, AT&T may establish a new Weekly Payment
amount approximately equal to ninety percent (90%) of such average
weekly charges. The new Weekly Payment amount will become effective ten
(10) days after AT&T provides written notice to CUSTOMER of the new
amount. Except as provided in Section 1.5(c)(4) and 1.5(d), disputed
charges shall not be withheld from the Weekly Payment amount.
(3) The Weekly Payments will be applied first against any
amounts past due, and then against current charges. A true-up payment
will be due with the last Weekly
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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Payment of each calendar month. The true up payment will be equal to
the sum of the amount shown as due on the DNS invoice dated the 29th of
the prior calendar month and the SDN and Inbound Services invoices dated
the 1st of the calendar month in which the Weekly Payment is made,
subject to adjustment for disputes as described in Section 1.5(d). If
the sum of such amounts is negative (i.e., there is a net credit due to
CUSTOMER) for two consecutive months, AT&T will adjust the amount of the
Weekly Payment pursuant to Section 1.5(c)(2).
(4) If CUSTOMER requests a credit ????? account, CUSTOMER's
Director of Revenue Accounting at AT&T shall review the account status
with the AT&T District Manager responsible for collection of charges
from CUSTOMER and apply reasonable and normal business standards to
promptly determine whether or not the credit should be applied to
CUSTOMER's account. If the AT&T District Manager agrees in writing to
reduce (in whole or in part) one or more Weekly Payments as a result of
such a credit, then CUSTOMER may make Weekly Payments adjusted in the
manner so specified by AT&T.
(d) If CUSTOMER provides to AT&T a written bona fide dispute of a
charge before payment is due for that charge, payment will be considered timely
if made within fifteen (15) days after AT&T sustains the charge as correct.
CUSTOMER may withhold payment of charges under this Section for any calls for
which AT&T has not provided standard call detail records on magnetic tape or
other electronic media (unless AT&T's failure to provide such records is
attributable to CUSTOMER); payment of such charges will be considered timely if
made within thirty (30) days after AT&T thereafter provides such call detail
records. Payment by CUSTOMER of a disputed charge does not preclude CUSTOMER
from continuing to dispute
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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the charge, nor does acceptance by AT&T of a partial payment preclude AT&T from
collecting the unpaid amount (notwithstanding any restrictive endorsements).
(e) CUSTOMER shall be solely responsible for rendering bills to and
collecting charges from its own customers. Failure of CUSTOMER to bill or
collect charges shall not excuse in whole or in part CUSTOMER's
responsibilities to AT&T under this Agreement, including but not limited to the
responsibility to render to AT&T timely payment of charges.
(f) If CUSTOMER does not make timely payment of any charge(s) other
than bona fide disputes, AT&T may apply a late payment charge equal to 1% of
such charge(s) for each whole month and pro rata for any partial month between
the date on which the payment would have been considered timely and the date on
which the payment is made to AT&T, except that if such charge is found to be in
excess of the maximum amount allowed by applicable payment charge shall be the
maximum amount allowed by applicable law.
(g) CUSTOMER is responsible for safeguarding the service from use
by ???? persons, and to pay all charges for use of the service by any persons
whether or not a CUSTOMER.
1.6 DEPOSITS.
AT&T may at any time require CUSTOMER to furnish a deposit under the
same terms and conditions that apply to deposits under AT&T Tariff F.C.C. No. 1,
Section 2.5.6., as it exists on the Effective Date.
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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2. USE OF THE SERVICES
2.1 RESALE OF SERVICES.
(a) CUSTOMER may (1) resell the Services directly (e.g., through
CUSTOMER's own employees, agents and/or independently contracted sales
representatives) to entities that will actually use the service (referred to in
this Agreement as "End Users") and/or (2) resell the Services directly to other
resellers for ultimate resale to End Users (which ultimate resale may but need
not be through one or more other intermediaries). All resellers and other
intermediaries in the sales chain between CUSTOMER (including its employees,
agents and independently contracted sales representatives) and an End User are
referred to in this Agreement as "Intermediate Resellers".
(b) AT&T has no relationship with CUSTOMER's End Users or
Intermediate Resellers under this Agreement and has no obligation to
communicate with, or provide support to CUSTOMER's End Users or Intermediate
Resellers. AT&T shall not use information provided by CUSTOMER in connection
with the provision of the Services in support of AT&T's own marketing efforts.
2.2 ABUSE OF THE SERVICES.
The abuse of Service is prohibited. The following activities constitute
abuse:
(a) Using Service to make calls that might reasonably be expected
to frighten, abuse, torment, or harass another, or
(b) Using Service in such a way that it interferes unreasonably
with the use of Service or AT&T's network by others.
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2.3. FRAUDULENT USE OF THE SERVICES.
The fraudulent use of, or the intended or attempted fraudulent use of
Service is prohibited. In any instance in which AT&T believes in good faith
that there is fraudulent use of Service, AT&T may, immediately and upon written
notice to the Customer, and without liability on the part of AT&T, restrict,
suspend or discontinue providing Service. In the event that Customer does not
provide to AT&T within five (5) business days of the temporary restriction of
service acceptable proof that said use has ceased and that appropriate measures
have been taken to prevent its recurrence, AT&T may immediately and without
further notice discontinue service and CUSTOMER shall be liable for a
Termination Charge as provided in Attachment A. If the event giving rise to the
right to restrict, suspend, or discontinue service is limited to one or more
specific locations, 800/888 numbers or calling cards, AT&T shall, to the extent
practicable, limit the restriction, suspension or discontinuance to those
locations, 800/888 numbers or calling cards. This Agreement does not obligate
AT&T to monitor, notify CUSTOMER about, or prevent fraudulent use of Service.
The following activities constitute fraudulent use:
(a) Using Service to transmit any message or code, locate a person,
or otherwise give or obtain information, without payment for Service (AT&T shall
not apply this provision to CUSTOMER differently than it generally applies to
comparable provision of AT&T Tariff F.C.C. No. 1 to other customers);
(b) Using or attempting to use Service with the intent to avoid the
payment, either in whole or in part, of any charges by any means or device;
(c) Using Service to carry calls that originate on the network of a
facilities-based interexchange carrier other than AT&T and terminate
disproportionately to locations for which
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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the cost to AT&T of terminating switched access is above the average cost of
terminating switched access, based on the published access tariffs of local
exchange companies; or
(d) Using the Services to carry calls that originate on the network
of a facilities-based interexchange carrier other than AT&T and terminate
disproportionately to locations for which the cost to AT&T of terminating
switched access is above AT&T's average cost of terminating switched access.
2.4. INTERFERENCE, IMPAIRMENT OR IMPROPER USE.
Customer may not use Service in any manner that subjects AT&T personnel
or non-AT&T personnel to hazardous conditions or results in immediate harm to
the AT&T network or other AT&T services. In any instance in which AT&T believes
in good faith that Service is being used in such manner, AT&T may immediately
restrict Service on a temporary basis. In such cases, AT&T will make a
reasonable effort to give the Customer prior notice. In the event that Customer
does not provide to AT&T within five (5) business days of the temporary
restriction of service acceptable proof that said use has ceased and that
appropriate measures have been taken to prevent its recurrence, AT&T may
immediately and without further notice terminate service and CUSTOMER shall be
liable for a Termination Charge as provided in Attachment A.
3. TERMINATION OF AGREEMENT
3.1. TERMINATION FOR MATERIAL NON-COMPLIANCE.
If either party fails to comply with one or more of the material terms
and conditions of this Agreement, the other party may provide written notice of
such failure to the party in noncompliance and such party shall have ninety
(90) days following receipt of such notice to cure the noncompliance. If such
cure is not demonstrated to the reasonable satisfaction of the party
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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claiming the noncompliance within the ninety (90) day period, such party may
immediately terminate without liability this Agreement and the Services
provided hereunder upon written notice to the party in noncompliance provided
within sixty (60) days after the end of the cure period. In the event of a
termination under this Section, CUSTOMER shall be liable for a Prorated
Shortfall Charge to the extent provided in Attachment A. This Section shall not
apply to a termination for nonpayment.
3.2. TERMINATION FOR NONPAYMENT.
Except as otherwise provided in Section 1.5(d), if CUSTOMER fails to
make payment of charges due under this Agreement, AT&T may deny and/or restrict
the Services upon at least five (5) days' prior written notice to CUSTOMER.
Upon payment of all such charges, the denial and/or restriction of the Services
will be removed, except that if AT&T denies and/or restricts the Services for
nonpayment and CUSTOMER fails to pay the charges that gave rise to the denial
of Services within fifteen (15) days after the date on which such denial of
Services began, AT&T may immediately terminate without liability this Agreement
and the Services provided hereunder. In the event of a termination under this
Section of the entire Agreement, CUSTOMER shall be liable for a Termination
Charge as provided in Attachment A.
3.3. TERMINATION FOR BREACH OF WARRANTY BY CUSTOMER.
If at any time during the term of this Agreement CUSTOMER is in
material noncompliance with any of its Warranties under this Agreement, AT&T
may provide written notice of such non-compliance to CUSTOMER and CUSTOMER
shall have thirty (30) days following receipt of such notice to cure such
non-compliance. If such cure is not demonstrated to the reasonable satisfaction
of AT&T within the thirty (30) day period, AT&T may immediately terminate this
Agreement and the Services provided hereunder without liability upon written
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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notice to CUSTOMER. In the event of a termination under this Section, CUSTOMER
shall be liable for a Termination Charge as provided in Attachment A.
4. LIMITATIONS OF LIABILITY AND INDEMNIFICATIONS
4.1. LIMITATIONS OF LIABILITY.
(a) AT&T's liability, if any, for any claim or suit by CUSTOMER for
damages associated with the installation, provision, termination, maintenance,
repair or restoration of any of the Services shall not exceed an amount equal
to the charge under this agreement for the affected service for the period
during which the service was affected. Any liability for damages shall be in
addition to any credit allowance that may otherwise be due.
(b) IN NO EVENT SHALL AT&T OR CUSTOMER BE LIABLE TO EACH OTHER IN
CONNECTION WITH THE INSTALLATION, PROVISION, TERMINATION, MAINTENANCE, REPAIR,
RESTORATION, USE OR RESALE OF THE SERVICES FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION
DAMAGES FOR LOST PROFITS OR DIMINISHED BUSINESS VALUE, REGARDLESS OF THE FORM
OF ACTION WHETHER IN CONTRACT, INDEMNITY WARRANTY, STRICT LIABILITY OR TORT,
INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE.
(c) AT&T is not liable for damages caused by service, channels, or
equipment which it does not furnish.
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(d) Nothing in this Section shall limit either party's liability
for damages to individuals or their estates for bodily injury or death
proximately caused by that party's negligence. The limitations of liability set
forth in this Agreement shall survive failure of an exclusive remedy.
4.2 INDEMNIFICATIONS.
(a) AT&T shall be indemnified, defended, and held harmless by
CUSTOMER against all claims, losses, or damages awarded, to the extent that
they arise from the use of the Services, regardless of the form of action,
whether in contract, tort (including AT&T's active or passive negligence),
warranty, or strict liability, involving:
(1) Claims for libel, slander, invasion of privacy, or
infringement of copyright arising from any communication not initiated
by AT&T or its agent;
(2) Claims for patent infringement arising from combining or
using the Services in connection with facilities or equipment furnished
by others, provided that such claim would not have arisen if the
Services had not been combined or used in connection with facilities or
equipment furnished by others;
(3) Claims arising out of the use of the Services in an
explosive atmosphere;
(4) Claims brought against AT&T by any of CUSTOMER's
Intermediate Carriers or End Users related to the Services provided to
CUSTOMER under this Agreement.
(b) CUSTOMER shall be indemnified, defended and held harmless by
AT&T against all claims, losses or damages awarded, to the extent that they
arise from use of the Services, regardless of the form of action, whether in
contract, tort (including CUSTOMER's active or passive negligence), warranty,
strict liability, intellectual property infringement or
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misappropriation involving claims of patent, copyright, trademark or trade
secret infringements arising solely from the use of the Services.
(c) If, in connection with any claim, lawsuit, or demand brought by
a third party against either party (the "Indemnified Party"), the Indemnified
Party asserts it is entitled to indemnification and defense from the other party
(the "Indemnifying Party") pursuant to this Agreement, the Indemnified Party
shall provide prompt written notice to the Indemnifying Party of such claim,
lawsuit or demand, and shall tender the defense of such claim, lawsuit, or
demand to the Indemnifying Party. The Indemnifying Party shall cooperate in
every reasonable manner with the defense or settlement of such claim, lawsuit,
or demand. The Indemnifying Party shall not be liable for settlements by the
Indemnified Party of any such claim, demand, or lawsuit unless the Indemnifying
Party has approved the settlement in advance or unless the defense of the claim,
demand, or lawsuit has been tendered to the Indemnifying Party, in writing, and
the Indemnifying Party has failed promptly to undertake the defense.
5. WARRANTIES
5.1 WARRANTIES BY CUSTOMER.
The provision of service to CUSTOMER is expressly conditioned upon CUSTOMER
making and remaining in compliance with the following Warranties.
(a) CUSTOMER is an interexchange telecommunications common carrier
and has obtained the required operating authority in all states in which it
conducts business, as well as all authority required by the FCC, for resale of
telecommunications services.
(b) CUSTOMER is and will remain at all times in material compliance
with all federal and state laws and regulations applicable to its resale of the
Services obtained under this
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Agreement, including but not limited to those laws and regulations applicable to
the authorization and proof of authorization necessary to convert an End-Users
former service to Customer's service as the End-User's Primary Interexchange
Carrier.
(c) CUSTOMER will utilize the Service provided under this Agreement
only for lawful purposes, including but not limited to resale of service to End
Users and/or Intermediate Resellers.
(d) CUSTOMER will exercise its best commercially reasonable efforts
to ensure that its Intermediate Resellers or End Users do not engage in any
activity which, if done by CUSTOMER directly, would place CUSTOMER in material
noncompliance with any of the provisions of this Agreement.
(e) The person executing this Agreement on behalf of CUSTOMER is
fully authorized to do so.
5.2 WARRANTIES BY AT&T.
(a) AT&T is an interexchange telecommunications common carrier and
has obtained the required operating authority in all states in which it
conducts business, as well as all authority required by the FCC, for the sale
of telecommunications services.
(b) AT&T is and will remain at all times in material compliance
with all federal and state laws and regulations applicable to the sale and
provision of Service to CUSTOMER under this Agreement.
(c) The person executing this Agreement on behalf of AT&T is fully
authorized to do so.
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5.3 DISCLAIMER OF OTHER WARRANTIES.
AT&T (INCLUDING ITS SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS
AND ASSIGNS) MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS PROVIDED IN
SECTION 5.2, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED PURSUANT
TO THIS AGREEMENT.
6. INTELLECTUAL PROPERTY ISSUES
6.1 RESTRICTIONS AGAINST USE OF NAME AND BRAND IDENTIFICATION.
(a) Neither party will (1) use the other party's corporate logos,
trade dress, or other symbols that serve to identify and distinguish such other
party from its competitors (or use confusingly similar corporate logos, trade
dress or such other symbols), or (2) conduct business under the other party's
corporate or trade names, logos, trademarks, service marks, trade dress,
or other symbols that serve to identify and distinguish such other party from
its competitors (or under any confusingly similar corporate or trade names,
logos, trademarks, service marks, trade dress or such other symbols).
(b) Except with the express written authorization of AT&T, neither
CUSTOMER nor any Intermediate Reseller will, in connection with any marketing,
sales or other activity, (1) use the AT&T's corporate or trade names,
trademarks, or service marks (or use confusingly similar corporate or trade
names, trademarks, or service marks), or (2) indicate or imply to any End User,
potential End User, or other entity that AT&T is the underlying carrier from
which CUSTOMER or an Intermediate Reseller obtains the service it is reselling
to the End User.
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(c) Neither CUSTOMER nor any Intermediate Reseller will indicate or
imply to any Intermediate Reseller, End User, potential End User, or other
entity that (1) AT&T is selling or providing service to any End User, (2)
CUSTOMER or any Intermediate Reseller is affiliated with AT&T or authorized by
AT&T to sell or provide service to any End User, potential End User, or other
entity, or (3) CUSTOMER or any Intermediate Reseller is selling or providing
service to any End User, potential End User, or other entity jointly, in
collaboration, or in partnership with AT&T, or as the agent of AT&T.
Notwithstanding the foregoing, CUSTOMER may, if required by law, disclose to a
governmental agency that AT&T provides the Services to CUSTOMER.
(d) CUSTOMER will (1) notify its Intermediate Resellers of the
restrictions against use of AT&T's corporate or trade names, logos, trademarks,
service marks, trade dress, or other symbols that serve to identify and
distinguish AT&T from its competitors (or any confusingly similar corporate or
trade names, logos, trademarks, service marks, trade dress or such other
symbols), and (2) direct such Intermediate Resellers to comply with such
restrictions and to provide a similar notification and directions to any other
Intermediate Resellers to which the first Intermediate Reseller may provide
service.
6.2 INCONSISTENT USE.
(a) If AT&T finds that CUSTOMER (or any Intermediate Reseller), is
using AT&T's corporate or trade names, logos, trademarks, service marks, trade
dress or other symbols that serve to distinguish AT&T from its competitors in a
manner inconsistent with Section 6.1. of this Agreement (an "Inconsistent Use"),
AT&T shall provide notice of such Inconsistent Use to CUSTOMER. The exclusive
means and remedy for settling any dispute between the parties as to whether a
particular use constitutes an Inconsistent Use shall be an arbitration conducted
under the Non-Administered Arbitration Rules (the "Rules") of the CPR Institute
for Dispute Resolution
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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(the "CPR Institute"), except as otherwise provided in this Agreement. In the
case of a conflict between this Agreement and the Rules, this Agreement will
govern.
(b) If AT&T provides notice to CUSTOMER of an Inconsistent Use, and,
within 30 days after the receipt of such notice, CUSTOMER either (1) cures the
Inconsistent Use or takes appropriate commercially reasonable efforts to prevent
an Intermediate Reseller from continuing such use (which efforts shall include
ceasing to provide service to the Intermediate Reseller, if necessary), (2)
demonstrates that no Inconsistent Use occurred, or (3) demonstrates that no
person responsible for the Inconsistent Use was either CUSTOMER, an Affiliate of
CUSTOMER, an Intermediate Reseller, or an employee, agent or independently
contracted sales representative of any of them, then there shall be no loss of
discount arising out of the use that gave rise to the notice. If CUSTOMER
thereafter seeks to contest AT&T's determination that the use was an
Inconsistent Use, CUSTOMER must institute an arbitration under the Section. If
CUSTOMER does not obtain a ruling in such arbitration that the use was not an
Inconsistent Use, CUSTOMER shall be precluded from repeating such use (and shall
take appropriate, commercially reasonable measures to ensure that no
Intermediate Reseller repeats such use).
(c) If AT&T provides notice to CUSTOMER of an Inconsistent Use, and
CUSTOMER does not avoid the withholding of discount by accomplishing one of the
steps described in (1) through (3) of Section 6.2(b) within the specified
period, the discounts and credits set forth in Attachment A will not apply
beginning as of the date AT&T's notice is given and ending as of the date that
CUSTOMER accomplishes one of the steps described in (a) through (c) of Section
6.2(b). Any such suspension of discounts shall not relieve CUSTOMER from its
obligations to comply with any other conditions contained in this Agreement.
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(d) If CUSTOMER seeks to contest AT&T's determination that the use
was an Inconsistent Use, CUSTOMER shall institute an arbitration as provided
below. If CUSTOMER does not institute such an arbitration, CUSTOMER shall be
precluded from contesting AT&T's determination that the use was an Inconsistent
Use. If the Arbitrator decides that the use giving rise to the notice was not
an Inconsistent Use, any discounts that were not applied as a result of the use
will be restored and applied to CUSTOMER's account as a credit.
(e) To institute an arbitration under this subsection, CUSTOMER
shall submit the dispute to a tribunal of three arbitrators to be selected
jointly by the parties, or, at the option of either party, to be selected by the
procedures established under the then-current rules of the CPR Institute for the
selection of arbitrators. Each of the arbitrators shall be an attorney with not
less than ten (10) years experience in the practice of trademark law. The
parties shall cooperate in good faith to achieve a prompt resolution of the
arbitration. In the event that the parties, in consultation with the CPR
Institute, determine that a panel of three qualified arbitrators cannot be
appointed pursuant to this procedure, the parties will work in good faith, in
consultation with the CPR Institute, to implement an alternative process for
appointing a panel of three qualified arbitrators.
(f) The arbitration panel will determine whether the use that gave
rise to the notice constitutes an Inconsistent Use, and the parties will comply
with such interpretation. Judgment on the award of the arbitration panel may be
entered in any court or administrative body having jurisdiction.
(g) Initially, all administrative fees of the CPR Institute and all
Arbitrator compensation ("Arbitration Fees") shall be borne equally by CUSTOMER
and AT&T. At the conclusion of the arbitration, the arbitration panel shall
award to the prevailing party (as
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determined by the arbitration panel), the Arbitration Fees paid by such party.
Each party shall bear the expense of its own counsel, experts, witnesses,
preparation and presentation of proofs, travel, and other out-of-pocket
expenses.
6.3 NO PATENT OR SOFTWARE LICENSE.
No license under patents or software copyrights is granted by AT&T or
shall be implied or arise by estoppel, with respect to the Services provided
under this Agreement.
6.4 CONFIDENTIALITY.
(a) Information furnished or disclosed by one party or its agent or
representative (the "Disclosing Party") to the other party or its agent or
representative (the "Receiving Party") in connection with or in contemplation
of this Agreement, or relating to current or anticipated voice and data
telecommunications needs of CUSTOMER (including but not limited to lists of
CUSTOMER's customers and/or End Users, other information about CUSTOMER's
customers and/or End Users, proposals, contracts, tariff and contract drafts,
specifications, drawings, network designs and design proposals, pricing
information, strategic plans, computer software and documentation, and other
technical or business information related to current and anticipated AT&T or
CUSTOMER products and services), shall be deemed "Confidential Information".
(b) If such information is in written, graphic or other tangible
form, it shall be deemed Confidential Information only if it is indicated by
appropriate markings or statements to be confidential or proprietary, provided,
however, that all written or oral pricing, contract, and tariff proposals
exchanged between the parties (including proposals exchanged in contemplation
of this Agreement) shall be deemed Confidential Information, whether or not
expressly indicated by markings or statements to be confidential or
proprietary.
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(c) Confidential Information shall be deemed the property of the
Disclosing Party and shall be returned to the Disclosing Party upon request
either at the end of the Term or at an earlier time if the information is no
longer needed for the purposes described in subsection (e) below.
(d) The terms and conditions of this Agreement shall be deemed
Confidential Information as to which each party shall be both a Disclosing
Party and a Receiving Party. Information that was previously known to the
Receiving Party free of any obligation to keep it confidential or is
independently developed by the Receiving Party shall not be deemed Confidential
Information. The Receiving Party shall not be required to hold in confidence
any Confidential Information that is made public by the Disclosing Party or a
third party.
(e) A Receiving Party shall hold all Confidential Information in
confidence during the Term and for a period of twelve (12) months following the
termination of this Agreement. During that period, the Receiving Party: (1)
shall use such Confidential Information only for the purposes of evaluation,
negotiation, discussion between the parties, preparation of proposals, provision
or use of AT&T products and/or services and otherwise carrying out the intent of
this Agreement; (2) shall reproduce such Confidential Information only to the
extent necessary for such purposes; (3) shall restrict disclosure of such
Confidential Information to such of its employees or its Affiliate's employees
as have a need to know such information for such purposes only; (4) shall advise
any employees to whom such Confidential Information is disclosed of the
obligations assumed in this Agreement; (5) shall not disclose any Confidential
Information to any third party (not including disclosure to an employee of an
Affiliate pursuant to (3)) without prior written approval of the Disclosing
Party except as expressly provided in this Agreement; and (6) shall use at least
the same degree of care as it uses with regard to its own proprietary or
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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confidential information to prevent the disclosure, unauthorized use or
publication of Confidential Information.
(f) In the absence of a contrary instruction by a party, such
party's Affiliates, and the agents and employees of its Affiliates, shall be
deemed agents of such party for purposes of receipt or disclosure of
Confidential Information. Accordingly, any receipt or disclosure of
Confidential Information by a party's Affiliate, or by an agent or employee of
such Affiliate, shall be deemed a receipt or disclosure by the party.
(g) CUSTOMER may disclose Confidential Information to a person or
entity (other than a direct competitor of AT&T) retained by CUSTOMER to provide
advice, consultation, analysis, legal counsel or any other similar services
("Consulting Services") in connection with this Agreement or the service
provided hereunder (such person or entity hereinafter referred to as
"Consultant") only with AT&T's prior permission and only after CUSTOMER
provides to AT&T a copy of a written agreement by such Consultant (in a form
satisfactory to AT&T): (a) to use such Confidential Information only for the
purpose of providing Consulting Services to CUSTOMER, and (b) to be bound by
the obligations of a Receiving Party under this Agreement with respect to such
Confidential Information.
(h) A Receiving Party may disclose Confidential Information if such
disclosure is in response to an order or request from a court, the FCC or other
regulatory body; provided, however, that before making such disclosure, the
Receiving Party shall first give the Disclosing Party reasonable notice and
opportunity to object to the order or request, and/or to obtain a protective
order covering the Confidential Information to be disclosed. If the FCC
determines that legal requirements, including the Communications Act of 1934,
as amended, or the regulations promulgated thereunder, require the filing of
this Agreement with the Commission, or
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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if the FCC (or a state regulatory entity with applicable jurisdiction)
otherwise requires the filing of this Agreement pursuant to authority granted
by law or regulation, the party required to make with such filing shall file
the Agreement to the extent required and each party to this Agreement shall
request confidential treatment in connection with such filing.
(i) In the event of a breach or threatened breach by a Receiving
Party or its agent or representative of the terms of this Section, the
Disclosing Party shall be entitled to an injunction prohibiting such breach in
addition to such other legal and equitable remedies as may be available to it
in connection with such breach. Each party acknowledges that the Confidential
Information of the other Party is valuable and unique and that the use or
disclosure of such Confidential Information in breach of this Agreement will
result in irreparable injury to the other party.
7. DISPUTE RESOLUTION
Except as provided in Section 6.2, if a dispute arises between the
parties relating to this Agreement or to the Services provided under this
Agreement, or to the provision, use, sale, or resale of the Services (a
"Dispute"), the parties will use good faith efforts to resolve the Dispute
promptly and fairly by negotiation. If the parties are unable to resolve the
Dispute through negotiation, the parties shall follow the dispute resolution
procedures provided in this Section.
7.1 MEDIATION.
If the parties are unable to resolve a Dispute by negotiation, the
parties shall submit it to mediation conducted by a mediator to be selected
jointly by the parties or, at the option of either party, to be selected by the
procedures established under the then-current rules of the CPR Institute for
the selection of a mediator. The parties, their representatives, other
participants and the mediator shall hold existence, content and result of the
mediation in confidence. The
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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mediation shall conclude at such time as either party (or the mediator) notifies
the other party (or, for the mediator, both parties) in writing that the parties
are at an impasse and that continued efforts at mediation are unlikely to be
productive.
7.2. ARBITRATION.
(a) If a Dispute in which the total amount in controversy (based on
the written positions taken by the parties in the course of mediation) is ten
million dollars ($10,000,000) or less, or any Dispute (regardless of the amount
in controversy) regarding the payment, nonpayment or applicability of charges
(including shortfall or termination charges), is not successfully resolved by
negotiation or mediation, it shall be subject to binding arbitration under the
then-current Rules and supervision of the CPR Institute. The arbitration will
be held in Chicago, Illinois. The Federal Arbitration Act, 9 U.S.C. Sections 1
to 16, not New York law, will govern the arbitrability of all claims. The
arbitral decision and award will be final and binding, and either party may
enter it in any court with jurisdiction.
(b) The arbitration will be conducted by a single arbitrator who is
knowledgeable in business information, commercial matters or the
telecommunications field, as applicable, except that either party may require
that the arbitration be conducted by a tribunal of three such arbitrators by
providing written notice of such a demand to the other party before a single
arbitrator is selected. The arbitrator(s) may not limit, expand or otherwise
modify the terms of this Agreement and will not have authority to award damages
to either party beyond the limitations of liability provided in this Agreement.
(c) Each party will bear its own attorney's fees and related costs
and expenses associated with the arbitration. The parties will pay the
arbitrator(s) fees and other similar costs and expenses of the arbitration as
the Rules provide.
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(d) The parties, their representatives, other participants and the
arbitrator(s) shall hold the existence, content and result of the arbitration
in confidence except that the prevailing party shall have the right to enter
the arbitration award in a court of competent jurisdiction if such entry is
necessary to enforce the terms of the award.
(e) Neither party may bring a legal proceedings before a court or
administrative body a case in court in connection with a Dispute subject to
this Section 7.2. If a party disregards this restriction, files such a legal
proceeding, and fails to dismiss it promptly upon being notified of this
provision, that party will pay the other party's costs and expenses, including
attorney's fees, incurred after the notice in defending the legal proceeding.
7.3 COURT PROCEEDINGS.
If a Dispute not subject to Section 7.2 is not successfully resolved by
negotiation or mediation, it may be the subject of legal proceedings brought
before a court or administrative body having jurisdiction over the Dispute, and
will be submitted to arbitration only by written agreement of the parties.
8. MISCELLANEOUS TERMS AND CONDITIONS.
8.1 COMBINATION WITH OTHER SERVICES OR OFFERS.
This Agreement may not be used in combination with any other AT&T
Carrier Agreement, AT&T Contract Tariff, AT&T Tariff, promotions or other
offerings or pricing arrangements for any AT&T services.
8.2 ASSIGNMENT AND DELEGATION.
Neither party may assign its rights under this Agreement, in whole or
in part, to a third party (other than an Affiliate of the assigning party),
without the express prior written consent of
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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the other party, which consent will not be unreasonably withheld. CUSTOMER may
delegate its obligations under this Agreement without the consent of AT&T, but
CUSTOMER shall remain liable for the performance of all such obligations
notwithstanding any such delegation. This provision shall not restrict
CUSTOMER's right to resell the Service. No resale of the Service, assignment of
rights, or delegation of duties shall release the original party from its
obligations under this Agreement.
8.3. AFFILIATE.
As used in this Agreement, an entity is an "Affiliate" of a party if
such entity directly or indirectly controls, is controlled by, or is under
common control with such party.
8.4. INDEPENDENT PARTIES.
The employees and agents of either party to this Agreement are solely
the employees or agents of that party, and not employees or agents of the other
party. Neither party is responsible for the employment, control, or conduct of
the other party's employees. AT&T's relationship with CUSTOMER, and CUSTOMER's
relationship with AT&T, under this Agreement will be that of an independent
contractor, and nothing herein will be construed to constitute either party (or
any of its Affiliates, employees, or agents), an employee, agent, fiduciary,
joint venturer or partner of the other party.
8.5. ACKNOWLEDGEMENT OF RIGHT TO COMPETE.
CUSTOMER acknowledges and understands that it remains at all times
solely responsible for the success and profits of its business. AT&T makes no
promises, warranties or representations regarding CUSTOMER's business success or
prospects of business success in connection with the provision of the Services.
CUSTOMER acknowledges and understands that
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AT&T will continue to market AT&T services directly to the public (including
actual and potential End Users, Intermediate Resellers, and competitors of
CUSTOMER) and that such marketing will from time to time bring AT&T into direct
or indirect competition with CUSTOMER. CUSTOMER acknowledges and understands
that nothing in this Agreement restricts in any way the rights of AT&T to engage
in competition with CUSTOMER or to market its services to competitors of
CUSTOMER.
8.6. NO THIRD-PARTY BENEFICIARIES.
This Agreement does not create any claim or right of action, nor is it
intended to confer any benefit on any third party, including but not limited to
any End-User or Intermediate Reseller.
8.7. ACCESS TO CUSTOMER'S PREMISES.
The Customer is responsible for arranging premises access at any
reasonable time so that AT&T personnel may install, repair, maintain, inspect or
remove Service components. Premises access must be made available at a time
mutually agreeable to the Customer and AT&T.
8.8. NETWORK EQUIPMENT.
AT&T shall retain title to all of its network equipment and facilities
used to provide Services under this Agreement.
8.9. FORCE MAJEURE.
Neither party nor its Affiliates, subsidiaries, subcontractors, or
parent corporation shall be liable in any way for delay, failure in performance,
loss or damage due to any of the following: fire, strike, embargo, explosion,
power blackout, earthquake, volcanic action, flood, war, water, the elements,
labor disputes, civil or military authority, acts of God, acts of the public
enemy, inability to secure raw materials, inability to secure products, acts or
omissions of carriers, or
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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other causes beyond its reasonable control, whether or not similar to the
foregoing; provided, however, that any failure or inability by CUSTOMER to
resell Services provided under this Agreement or to collect payment from its
Intermediate Resellers or End-Users shall not excuse CUSTOMER from performing
its obligations under this Agreement.
8.10. LOSS.
CUSTOMER is liable to AT&T for the replacement cost of AT&T-provided
equipment installed at CUSTOMER's premises in the event of loss of said
equipment for any reason, including but not limited to theft, but not including
loss caused by a defect in the equipment itself.
8.11. NOTICES.
Any notice to the other party under this Agreement shall be given in
writing to the following individual or such individual's designated agent, and
either (a) delivered by hand, (b) sent by United States mail, postage prepaid,
to the following address, or (c) transmitted by facsimile to the following
facsimile number:
If to AT&T:
AT&T CORP.
ATTN: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With Copy to:
AT&T CORP.
▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Rm: 3250H3
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
AT&T CORP.
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
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If to CUSTOMER:
MIDCOM Communications Inc.
President
1600 MIDCOM Tower
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With Copy to:
MIDCOM Communications Inc.
General Counsel
▇▇▇▇ ▇▇▇▇▇▇ Tower
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The name, address or facsimile number for notice may be changed by
giving notice in accordance with this Section. If mailed in accordance with
this Section, notice shall be deemed given when actually received by the
individual addressee or designated agent or three (3) business days after
mailing, whichever is earlier. If transmitted by facsimile in accordance with
this Section, notice shall be deemed given when actually received by the
individual addressee or designated agent or one (1) business day after
transmission, whichever is earlier.
8.12 MODIFICATION AND WAIVER.
This Agreement may be modified only by a writing signed by authorized
representatives of both parties. The failure of a party to enforce any right
under this Agreement at any particular point in time shall not constitute a
continuing waiver of any such right with respect to the remaining term of this
Agreement, or the waiver of any other right under this Agreement.
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8.13 SEVERABILITY.
If any portion of this Agreement shall be found to be invalid or
unenforceable, such portion shall be void and of no effect, but the remainder
of the Agreement shall continue in full force and effect unless the Agreement
fails of its essential purpose without the voided portion.
8.14 CHOICE OF LAW.
The domestic law of the State of New York, except its conflict-of-laws
rules, shall govern the construction, interpretation, and performance of this
Agreement, except to the extent superseded by federal law.
8.15 COMPLIANCE WITH LAWS.
Each party is responsible for its own compliance with all laws and
regulations affecting its business, including but not limited to the collection
and remittance of all taxes and other levies imposed by law. Nothing contained
in this Agreement shall require either party to take any action prohibited or
omit to take any action required by applicable law, the Federal Communications
Commission or any other regulatory authorities.
8.16 EXPORT REGULATION COMPLIANCE.
To ensure compliance with Section 799.4(f) of the U.S. Export
Administration regulations, 15 C.F.R. 799.4(f), each party to this Agreement
hereby assures the other party that it does not intend to transmit, directly or
indirectly, any technical information received from the other party, or any
immediate product produced directly by use of such information, to Afghanistan,
the People's Republic of China, Iraq, any Group Q, S, W, Y or Z country
specified in Supplement No. 1 to Section 770 of the U.S. Export Administration
regulations. 15 C.F.R. 770, Supp. No. 1, or any citizen or resident of any of
the foregoing countries.
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8.17 ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior written or oral
agreements, proposals, representations, statements or understandings.
8.18 INDEX OF DEFINED TERMS.
The following terms are defined in this Agreement at the indicated page:
Affiliate, 24
Agreement, 1
Arbitration Fees, 17
AT&T, 1
Confidential Information, 18
Consultant, 20
Consulting Services, 20
CPR Institute, 15
CUSTOMER, 1
Disclosing Party, 18
Dispute, 21
Effective Date, 1
End Users, 5
Inconsistent Use, 15
Indemnified Party, 11
Indemnifying Party, 12
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Intermediate Resellers, 6
Receiving Party, 18
Rules, 15
Services, 1
Term, 1
Weekly Payment, 3
* * *
AT&T and CUSTOMER, acting through their duly authorized
representatives, hereby agree to the terms set forth in this Agreement, and
warrant that their respective signatories whose signatures appear below have
been and are of the date of this Agreement duly authorized by all necessary and
appropriate corporate action to execute this Agreement.
MIDCOM COMMUNICATIONS INC. AT&T CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
----------------------------- -----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇
-------------------------------- --------------------------------
(Typed or printed name) (Typed or printed name)
President & CEO Spec. Mkts. V.P.
-------------------------------- --------------------------------
(Title) (Title)
10/31/96 10/31/96
-------------------------------- --------------------------------
(Date) (Date)
AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT
35
ATTACHMENT A PAGE 1 OF 33
SERVICES AND SERVICE DESCRIPTIONS
ATTACHMENT A: SERVICES AND SERVICE DESCRIPTIONS
1. DOMESTIC INTERSTATE AND INTERNATIONAL SERVICES. The following domestic
interstate and international services are provided pursuant to this Agreement:
1.1. AT&T SDN SERVICES (AT&T TARIFF F.C.C. NO. 1) CONSISTING OF:
a) AT&T Custom Software Defined Network (SDN) Service as
described and defined in AT&T Tariff F.C.C. No. 1, as
amended from time to time.
b) AT&T Global Software Defined Network (GSDN) Service as
described and defined in AT&T Tariff F.C.C. No. 1, as
amended from time to time.
1.2. AT&T DNS SERVICES (AT&T TARIFF F.C.C. NO. 1) CONSISTING OF:
a) AT&T Distributed Network Service (DNS) Interstate as
described and defined in AT&T Tariff F.C.C. No. 1, as
amended from time to time.
1.3. AT&T MEGACOM SERVICES (AT&T TARIFF F.C.C. NO. 1) CONSISTING OF:
a) AT&T MEGACOM Service as described and defined in AT&T
Tariff F.C.C. No. 1, as amended from time to time.
b) AT&T MEGACOM Service - International Calling Capability
as described and defined in AT&T Tariff F.C.C. No. 1, as
amended from time to time.
1.4. AT&T 800 SERVICES (AT&T TARIFF F.C.C. NO. 2) CONSISTING OF:
a) AT&T MEGACOM 800 Service-Domestic as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
b) AT&T MEGACOM 800 Service-Canada as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
c) AT&T MEGACOM 800 Service-Mexico as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
d) AT&T MEGACOM 800 Service-Overseas as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
e) AT&T 800 READYLINE Service-Domestic as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
f) AT&T 800 READYLINE Service-Canada as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
g) AT&T 800 READYLINE Service-Mexico as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
36
ATTACHMENT A PAGE 2 OF 33
SERVICES AND SERVICE DESCRIPTIONS
h) AT&T 800 READYLINE Service-Overseas as described and
defined in AT&T Tariff F.C.C. No. 2, as amended from
time to time.
i) AT&T 800 READYLINE Service-Puerto Rico and Virgin
Islands as described and defined in AT&T Tariff F.C.C.
No. 2, as amended from time to time.
1.5 AT&T PRIVATE LINE SERVICES (AT&T TARIFF F.C.C. NO. 9)
CONSISTING OF:
a) AT&T ACCUNET T1.5 Service as described and defined in
AT&T Tariff F.C.C. No. 9, as amended from time to time.
b) AT&T ACCUNET T45 Service as described and defined in
AT&T Tariff F.C.C. No. 9, as amended from time to time.
1.6. AT&T LOCAL CHANNEL SERVICES (AT&T TARIFF F.C.C. No. 11)
CONSISTING OF:
a) AT&T TERRESTRIAL 1.544 Mbps Local Channel Services as
described and defined in AT&T Tariff F.C.C. No. 11, as
amended from time to time.
b) AT&T TERRESTRIAL 45 Mbps Local Channel Services as
described and defined in AT&T Tariff F.C.C. No. 11, as
amended from time to time.
1.7. AT&T WHOLESALE PREPAID CARD SERVICES (AT&T TARIFF F.C.C. No. 1)
CONSISTING OF:
a) AT&T Whole Prepaid Card Service as described and defined
in AT&T Tariff F.C.C. No. 1, as amended from time to
time.
2. DOMESTIC INTRASTATE SERVICES. The following intrastate services are
provided pursuant to AT&T's state tariffs governing such service:
2.1 AT&T Custom Software Defined Network (SDN) Service as described
and defined in AT&T Tariff F.C.C. No. 1., as amended from time
to time.
2.2 AT&T Distributed Network Service (DNS) as described and defined
in AT&T Tariff F.C.C. No. 1, as amended from time to time.
2.3 AT&T MEGACOM Service as described and defined in AT&T Tariff
F.C.C. No. 1, as amended from time to time.
2.4 AT&T MEGACOM 800 Service as described and defined in AT&T Tariff
F.C.C. No. 2., as amended from time to time.
2.5 AT&T 800 READYLINE Service as described and defined in AT&T
Tariff F.C.C. No. 2., as amended from time to time.
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
37
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SERVICES AND SERVICE DESCRIPTIONS
3. SERVICE TERM. The term of this Agreement is 18 months beginning with
the first day of the first full billing month within 30 days of the effective
date of this Agreement (hereinafter referred to as the Customer's Initial
Service Date, or "CISD") for the Services provided under this Carrier
Agreement. There is no renewal option.
4. MINIMUM VOLUME COMMITMENTS.
4.1 The Minimum Semi-Annual Revenue Commitments (MSARCs) are as
follows:
(a) For months 1 through 6, the MSARC is $105,000,000 of
total charges billed for Services provided during those
months, net of all discounts and credits ("Net
Billing"). The Customer may, within five (5) days
following the Signing Agreement, reduce the MSARC for
months 1 through 6 to $5,000,000, by paying a commitment
reduction charge of $5,000,000 to AT&T.
(b) For months 7 through 12 the MSARC is $4,500,000 of Net
Billing.
(c) For months 13 through 18 the MSARC is $4,200,000 of Net
Billing.
4.2. During months 7 through 12, any Net Billing in excess of the
MSARC for that period will be applied against the MSARC for the final
semi-annual period.
If the Customer's Net Billing does not meet or exceed the MSARC
in any given semi-annual period, the Customer will be billed, in addition to
the actual billed charges, the difference between the MSARC and the Net Billing
for that semi-annual period.
5. USAGE RATES. The Contract Prices for the Services provided pursuant to
this Agreement are as follows:
5.1. The Contract Price for AT&T SDN Service - Domestic Interstate
Schedule A and A-PV (excluding NRA) calls is [*] for the initial 18 seconds
and [*] for each additional 6 seconds or fraction thereof for all day parts
and mileage bands for months 1 through 6 and [*] for the initial 18 seconds
and [*] for each additional 6 seconds or fraction thereof for all day parts
and mileage bands for months 7 through 18.
5.2. The Contract Price for AT&T SDN Service - Domestic Interstate
Schedule B and B-PV (excluding NRA) calls is [*] for the initial 18 seconds
and [*] for each
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SERVICES AND SERVICE DESCRIPTIONS
additional 6 seconds or fraction thereof for all day parts and mileage bands
for the length of the Service Term.
5.3. The Contract Price for the AT&T DNS Services provided under
this Agreement is the same as the undiscounted Recurring and Nonrecurring Rates
and Charges specified in AT&T Tariff F.C.C. No. 1, as amended from time to time.
5.4. The Contract price for the AT&T MEGACOM Service provided under
this Agreement is the same as the undiscounted Recurring and Nonrecurring Rates
and Charges specified for said Service in AT&T Tariff F.C.C. No. 1, as amended
from time to time, except that the following usage rate applies for AT&T
MEGACOM Service-Domestic Interstate calls which originate at an IXC Switch.
(a) The Contract Price for AT&T MEGACOM Service-Domestic
Interstate Service which originate at an IXC Switch is [*] for the initial
18 seconds and [*] for each additional 6 seconds or fraction thereof for
all day parts and mileage bands for Intra-Mainland, Mainland-Hawaii,
Mainland-Alaska, Hawaii-Alaska, Mainland-Puerto Rico/U.S. Virgin Islands
Service, Puerto Rico-Mainland and Puerto Rico-Alaska/Hawaii/U.S. Virgin Islands
Service.
(b) An IXC Switch is a telecommunications switch with the
following characteristics: (a) it is owned and operated by the Customer; (b) it
has the capability to be used for the transmission of calls that are routed by
a Local Exchange Carrier to the IXC Switch using Feature Group D access; (c) it
is capable of interconnecting circuits or transferring calling between
circuits; (d) it has a capacity of at least 100,000 access lines; and (e) it is
used by Customer to provide Common Carrier service to end-users.
5.5. The Contract price for the AT&T MEGACOM Service - International
Calling Capability provided under this Agreement is the same as the
undiscounted Recurring and Nonrecurring Rates and Charges specified for said
Service in AT&T Tariff F.C.C. No. 1, as amended from time to time, except that
the usage rates specified in Section 7.A. and 7.B. applies during the times
specified in those Sections for AT&T MEGACOM Service - International calls which
originate at an IXC Switch.
5.6. The Contract price for the AT&T MEGACOM 800 Service provided
under this Agreement is the same as the undiscounted Recurring and
Nonrecurring Rates and Charges specified for said Service in AT&T Tariff F.C.C.
No. 2, as amended from time to time, except for the MEGACOM 800 - Domestic
Interstate usage which is [*] per hour for all day parts and mileage bands.
For the MEGACOM 800 Service - Domestic Interstate calls which terminate at an
IXC Switch under this Agreement, the Contract price will be [*] per hour for
all day parts and mileage bands.
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
39
ATTACHMENT A PAGE 5 OF 33
SERVICES AND SERVICE DESCRIPTIONS
5.7. The Contract Price for AT&T 800 READYLINE Service - Domestic
calls is [*] per hour for all day parts and mileage bands for months 1
through 5; and [*] per hour for all day parts and mileage bands for months 7
through 18.
5.8. The Contract Price for AT&T TERRESTRIAL 1.544 Mbps Local
Channel Services provided under this Agreement is the same as the undiscounted
Recurring and Nonrecurring Rates and Charges as described and defined in AT&T
Tariff F.C.C. No. 11, as amended from time to time.
5.9. The Contract Price for AT&T TERRESTRIAL 45 Mbps Local Channel
Services provided under this Agreement is the same as the undiscounted
Recurring and Nonrecurring Rates and Charges as described and defined in AT&T
Tariff F.C.C. No. 11, as amended from time to time.
5.10. The Contract Price for AT&T ACCUNET T1.5 Service provided under
this Agreement is the same as the undiscounted Recurring and Nonrecurring Rates
and Charges as described and defined in AT&T Tariff F.C.C. No. 9, as amended
from time to time, except for ACCUNET T1.5 IOCs which terminate in an IXC
Switch. The Contract Price will be: [*] per month, if the Interoffice Channel
is less than 100 miles in length; [*] plus [*] per mile per month, if the
Interoffice Channel is greater than or equal to 100 miles in length.
5.11. The Contract Price for AT&T ACCUNET T45 Service provided under
this Agreement is the same as the undiscounted Recurring and Nonrecurring Rates
and Charges as described and defined in AT&T Tariff F.C.C. No. 9, as amended
from time to time, except for ACCUNET T45 IOCs which terminate in a IXC Switch.
The Contract Price will be: [*] per month, if the Interoffice Channel is less
than 100 miles in length; [*] plus [*] per mile per month, if the Interoffice
Channel is greater than or equal to 100 miles in length.
6. DISCOUNTS. Volume discounts applicable to the Services provided
pursuant to this Agreement are as follows:
6.1 AT&T SDN SERVICES: The customer will receive the following
discounts each month in lieu of those specified for the Term and Volume Plan
(TVP) in AT&T Tariff F.C.C. No. 1.
Gross Domestic SDN Services Usage Discount
--------------------------------- --------
All Usage [*]
Gross International GSDN Services Usage
---------------------------------------
Between $0 up to $10,000 [*]
over $10,000 up to $20,000 [*]
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ATTACHMENT A PAGE 6 OF 33
SERVICES AND SERVICE DESCRIPTIONS
over $20,000 up to $30,000 [*]
over $30,000 up to $300,000 [*]
over $300,000 [*]
Supplemental Discount off Net International GSDN Services Usage
Above $0 [*]
6.2 AT&T DNS SERVICES: The customer will receive the following
discounts each month in lieu of those specified for the DNS Term Plan in AT&T
Tariff F.C.C. No. 1.
Gross Domestic Direct Dialed (1+) DNS Services Usage Discount
$0 to $10,000 [*]
$10,000 to $20,000 [*]
$20,000 and above [*]
Gross International Direct Dial (1+) DNS Services Usage
$0 to $5,000 [*]
$5,000 to $15,000 [*]
$15,000 to $60,000 [*]
$60,000 to $200,000 [*]
$200,000 and above [*]
6.3 AT&T MEGACOM 800 SERVICE - DOMESTIC.
(a) The customer will receive the following monthly discount
for AT&T MEGACOM 800 Service - domestic gross usage in lieu of any other term
plan or discounts for calls that terminate at an IXC Switch.
Monthly Domestic Gross Revenue Discount
All usage [*]
(b) The customer will receive the following monthly discount
for AT&T MEGACOM 800 Service - Domestic gross usage in lieu of any other term
plan or discounts for calls that do not terminate at an IXC Switch.
Monthly Domestic Gross Revenue Discount
All usage [*]
CONFIDENTIAL AND PROPRIETARY
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[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
41
ATTACHMENT A PAGE 7 OF 33
SERVICES AND SERVICE DESCRIPTIONS
6.4. AT&T 800 READYLINE SERVICE - DOMESTIC. The customer will
receive the following monthly discount for AT&T 800 READYLINE Service - domestic
interstate gross usage in lieu of any other term plan or discounts.
Monthly Domestic Gross Revenue Discount
All usage [*]
7. ADDITIONAL DISCOUNTS, CREDITS, WAIVERS.
7.1. AT&T will apply a domestic DNS credit, each month, in the
billing month following the initial application of the discounts specified in
6.2. above, in an amount equal to the difference between (a) all qualified
domestic DNS gross usage less a [*] discount and (b) the net billed domestic DNS
usage.
7.2. AT&T will apply a domestic Interstate DNS credit, each month
during months 1 through 6, in the billing month following the initial
application of the discounts specified in 6.2. equal to the difference between
(a) all qualified interstate minutes times [*] and (b) the net billed
charges for the qualified interstate usage. During months 7 through 18, AT&T
will apply a domestic DNS credit, in the billing month following the initial
application of the discounts specified in 6.2. above, equal to the difference
between (a) all qualified interstate minutes times [*] and (b) the net
billed charges for the qualified interstate usage.
7.3. AT&T will apply an international DNS credit, each month, in the
billing month following the initial application of the discounts specified in
6.2. above, equal to [*] of the net qualified international usage.
8. CLASSIFICATIONS, PRACTICES AND REGULATIONS. Except as otherwise provided
in this Agreement, the terms, conditions, regulations and charges for AT&T SDN
Services, AT&T DNS Services and AT&T MEGACOM Services as set forth in AT&T
Tariff F.C.C. No. 1; for AT&T MEGACOM 800 and AT&T 800 READYLINE Service as set
forth in AT&T Tariff F.C.C. No. 2; for AT&T ACCUNET T1.5 and AT&T ACCUNET T45
Service as set forth in AT&T Tariff F.C.C. No. 9; and for AT&T Terrestrial 1.544
and T45 Mbps Local Channel Service as set forth in AT&T Tariff F.C.C. No. 11
apply, as these tariffs may be amended from time to time.
9. MONITORING CONDITIONS. The Customer must satisfy the following Service
Requirements which will be monitored at the end of twelve (12) months and at the
end of the Service Term.
9.1. Customer guarantees at least [*] over the 18 month period
will be usage from Services specified in [*], preceding.
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ATTACHMENT A PAGE 8 OF 33
SERVICES AND SERVICE DESCRIPTIONS
9.2. The Customer must have an Average Length of Call (ALOC) of at
least 2.5 minutes each for all AT&T Services provided in this Agreement.
9.3. The Customer must have at least two IXC switches at the time of
ordering the Service.
If the Customer fails to satisfy the above Monitoring Conditions, AT&T
will notify the Customer in writing of the specific failure(s) and the Customer
will be billed and shall pay within 30 days an amount equal to 20% of all usage
billed for those Services to which each unfulfilled Monitoring Condition is
applicable during the Monitoring Period.
10. DISCONTINUANCE WITHOUT TERMINATION LIABILITY. The Customer may
discontinue this Agreement without incurring a Termination Charge as defined in
Paragraph 11., below, at the end of six months provided the Customer has
satisfied the total sum of the MSARC's during the first six months of the
Service Term.
11. TERMINATION CHARGE FOR DISCONTINUANCE PRIOR TO END OF AGREEMENT TERM.
If the Customer discontinues this Agreement prior to the expiration of the
Agreement Term without the consent of AT&T, or if AT&T terminates this
Agreement or the Services provided pursuant to this Agreement due to Customer's
breach of this Agreement, the Customer will pay a Termination Charge. The
Termination Charge will be an amount equal to 100% of the unsatisfied MSARC's
for the AT&T Services remaining in the term of this Agreement at the time of
discontinuance. Payment is due within 30 days.
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
43
ATTACHMENT A PAGE 9 OF 33
SERVICES AND SERVICE DESCRIPTIONS
12. AT&T MEGACOM SERVICE INTERNATIONAL USAGE RATES
12.1. INTERNATIONAL USAGE RATES - The countries listed in 12.1. will
receive the AT&T MEGACOM Service International usage rates for the initial and
additional rate periods and will be effective for a 90 day period beginning with
the Customer's CISD. The countries which are not listed in 12.1. will receive
the rates that are specified in 12.2 during this period. After 90 days, the
Customer will receive only the rates listed in 12.2.
(a) CANADA RATE SCHEDULE - This schedule applies to Customer dialed
calls to stations in Canada from the U.S. Mainland.
----------------------------------------------------------------------
DAY RATE EVENING RATE NIGHT RATE
Mon-Fri Mon-Fri /Sat-Sun Mon-Sun
8AM-6PM 6PM-12Mid/8AM-12Mid 12Mid-8AM
----------------------------------------------------------------------
Initial Each Add'l Initial Each Add'l Initial Each Add'l
Rate 30 Secs. 6 Secs. 30 Secs. 6 Secs. 30 Secs. 6 Secs.
Mileage or Frac't or Frac't or Frac't or Frac't or Frac't or Frac't
------- --------- --------- --------- --------- --------- ---------
0-4000 [*] [*] [*] [*] [*] [*]
(b) MEXICO RATE SCHEDULE - The following rates for calls between
the U.S. Mainland and the point of connection at the international boundary
apply for all days of the week including holidays.
Standard
--------------------------- -------------------------------
Mon-Fri Sun Mon-Fri Sat/Sun
7:00AM-7:00PM 5PM-Mid 7:00PM-7:00AM All Day/Mid-5PM
--------------------------- -------------------------------
Initial Each Add'l Initial Each Add'l
Rate 30 Seconds 6 Seconds 30 Seconds 6 Seconds
Mileage or Fraction or Fraction or Fraction or Fraction
------- ----------- ----------- ----------- -----------
0- 10 [*] [*] [*] [*]
11- 22 [*] [*] [*] [*]
23- 55 [*] [*] [*] [*]
56- 124 [*] [*] [*] [*]
125- 292 [*] [*] [*] [*]
293- 430 [*] [*] [*] [*]
431- 925 [*] [*] [*] [*]
926-3000 [*] [*] [*] [*]
The rates for calls between the point of connection at the international
boundary and Mexico are as specified in AT&T F.C.C. Tariff No. 1, Section
6.5.4.E.3.III.
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
44
ATTACHMENT A PAGE 10 OF 33
SERVICES AND SERVICE DESCRIPTIONS
(c) ALL OTHER COUNTRIES - The following rates apply for all days of
the week including holidays. The Initial Period is the first 18 seconds or
fraction thereof and the Additional Period is each additional 6 seconds or
fraction thereof.
COUNTRY STANDARD DISCOUNT ECONOMY
------- -------- -------- -------
Australia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 2PM-8PM 8PM-3AM 3AM-2PM
Brazil Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
Cayman Initial Period - [*] [*] [*]
Islands Add'l Period - [*] [*] [*]
Rate Period - 8AM-5PM 5PM-11PM 11PM-8AM
Chile Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
Costa Rica Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 8AM-5PM 11PM-8AM
Dominican Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
France Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Germany Initial Period - [*] [*] [*]
Federal Add'l Period - [*] [*] [*]
Republic of Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Guatemala Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 8AM-5PM 11PM-8AM
Hong Kong Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Italy Initial Period - [*] [*] [*]
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[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
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Customer's Initials
45
ATTACHMENT A PAGE 11 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Japan Initial Period - [*] [*] [*]
(Including Add'l Period - [*] [*] [*]
Okinawa) Rate Period - 2PM-8PM 8PM-3AM 3AM-2PM
Korea, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 2PM-8PM 8PM-3AM 3AM-2PM
Netherlands Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Philippines Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-2AM 2AM-11AM 11AM-5PM
South Africa, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12PM-5PM 5PM-6AM
Switzerland Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Thailand Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-2AM 2AM-11AM 11AM-5PM
United Kingdom Initial Period - [*] [*] [*]
(Including the Add'l Period - [*] [*] [*]
Channel Islands, Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
England, Isle of
Man, Northern
Ireland, Scotland
and Wales)
Uruguay Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-12M 7AM-4PM 12M-7AM
CONFIDENTIAL AND PROPRIETARY
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[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
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ATTACHMENT A PAGE 12 OF 33
SERVICES AND SERVICE DESCRIPTIONS
12.2 INTERNATIONAL USAGE RATES - The countries listed in 12.2 will receive
the following AT&T MEGACOM Service International usage rates for the initial
and additional rate periods effective at the conclusion of the 90 day period
specified in 12.1.
(A) CANADA RATE SCHEDULE - This schedule applies to Customer dialed
calls to stations in Canada from the U.S. Mainland.
RATES
----------------------------------------------------------------------------------------
DAY RATE EVENING RATE NIGHT RATE
Mon-Fri Mon-Fri / Sat-Sun Mon-Sun
8AM-6PM 6PM-12Mid / 8AM-12Mid 12Mid-8AM
----------------------------------------------------------------------------------------
Int'l 30 Each Add'l Int'l 30 Each Add'l Int'l 30 Each Add'l
Rate Secs. or 6 Secs. or Secs. or 6 Secs. or Secs. or 6 Secs. or
Mileage Fraction Fraction Fraction Fraction Fraction Fraction
--------- -------- ---------- -------- ---------- -------- ----------
0- 18 [*] [*] [*] [*] [*] [*]
19- 80 [*] [*] [*] [*] [*] [*]
81- 140 [*] [*] [*] [*] [*] [*]
141- 220 [*] [*] [*] [*] [*] [*]
221- 345 [*] [*] [*] [*] [*] [*]
346- 630 [*] [*] [*] [*] [*] [*]
631-1200 [*] [*] [*] [*] [*] [*]
1201-1610 [*] [*] [*] [*] [*] [*]
1611-4000 [*] [*] [*] [*] [*] [*]
(B) MEXICO RATE SCHEDULE - This schedule applies to Customer dialed
calls to stations in Mexico from the U.S. Mainland. The following rates for
calls between the U.S. Mainland and the point of connection at the
international boundary apply for all days of the week including holidays.
Standard Economy
------------------------------- -------------------------------
Mon-Fri Sun Mon-Fri Sat-Sun
7:00AM-7:00PM 5PM-Mid 7:00PM-7:00AM All Day/Mid-5PM
------------------------------- -------------------------------
Initial Each Add'l Initial Each Add'l
Rate 30 Seconds 6 Seconds 30 Seconds 6 Seconds
Mileage or Fraction or Fraction or Fraction or Fraction
--------- ------------- ------------- ------------- --------------
0- 10 [*] [*] [*] [*]
11- 22 [*] [*] [*] [*]
23- 55 [*] [*] [*] [*]
56- 124 [*] [*] [*] [*]
125- 292 [*] [*] [*] [*]
293- 430 [*] [*] [*] [*]
431- 925 [*] [*] [*] [*]
926-3000 [*] [*] [*] [*]
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
47
ATTACHMENT A PAGE 13 OF 33
SERVICES AND SERVICE DESCRIPTIONS
The rates for calls between the point of connection at the international
boundary and Mexico are as specified in AT&T F.C.C. Tariff No. 1, Section
3.2.4.L.5.
(c) ALL OTHER COUNTRIES - This schedule applies to Customer dialed calls
to stations in All Other Countries from the U.S. Mainland. The following rates
apply for all days of the week including holidays. The Initial Period is the
first 18 seconds or fraction thereof and the Additional Period is each
additional 6 seconds or fraction thereof.
COUNTRY STANDARD DISCOUNT ECONOMY
------- -------- -------- -------
Albania, Initial Period - [*] [*] [*]
Socialist Add'l Period - [*] [*] [*]
Republic of Date Period - 7AM-1PM 1PM-6PM 6PM-7AM
Algeria Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6PM-12N 12N-5PM 5PM-6AM
American Samoa Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Andorra Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Angola Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Anguilla Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Antarctica Initial Period - [*] [*] [*]
(▇▇▇▇▇) Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Antarctica Initial Period - [*] [*] [*]
(▇▇▇▇▇) Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Antigua Initial Period - [*] [*] [*]
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
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Customer's Initials
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ATTACHMENT A PAGE 14 OF 33
SERVICES AND SERVICE DESCRIPTIONS
(Barbuda) Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Argentina Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
Armenia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Aruba Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Ascension Island Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Australia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 2PM-8PM 8PM-3AM 3AM-2PM
Austria Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Azerbaijan Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Bahamas Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-5PM 5PM-11PM 11PM-8AM
Bahrain Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-3PM 9PM-8AM 3PM-9PM
Bangladesh, Initial Period - [*] [*]
People's Add'l Period - [*] [*]
Republic of Rate Period - 6AM-6PM 6PM-6AM
Barbados Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
49
ATTACHMENT A PAGE 15 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Belarus Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Belgium Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Belize Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 8AM-5PM 11PM-8AM
Benin, Initial Period - [*] [*] [*]
People's Add'l Period - [*] [*] [*]
Republic of Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Bermuda Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-5PM 5PM-11PM 11PM-8AM
Bhutan Initial Period - [*] [*]
Add'l Period - [*] [*]
Rate Period - 6PM-6AM 6AM-6PM
Bolivia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-12M 7AM-4PM 12M-7AM
Bosnia- Initial Period - [*] [*]
Hercegovena Add'l Period - [*] [*] [*]
Rate Period - 1PM-12MID 7AM-1PM 12MID-7AM
Botswana Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Brazil Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 5PM-12M 12M-8AM
British Initial Period - [*] [*] [*]
Virgin Islands Add'l Period - [*] [*] [*]
(Including Rate Period - 8AM-5PM 5PM-11PM 11PM-8AM
Anegada,
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
50
ATTACHMENT A PAGE 16 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Camanoe Island,
Guana Island,
▇▇▇▇ ▇▇▇ ▇▇▇▇,
Little Thatch,
Marina Cay,
Mosquito Island,
North Sound,
▇▇▇▇▇ Island,
Salt Island,
Tortola and
Virgin Gorda)
Brunei Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Bulgaria Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Burkina Faso Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Burma Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Burundi Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Cambodia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-2AM 2AM-11AM 11AM-5PM
Cameroon, United Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Cape Verde Initial Period - [*] [*] [*]
Islands Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Cayman Islands Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
51
ATTACHMENT A PAGE 17 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Rate Period - 8AM-5PM 5PM-11PM 11PM-8AM
Central African Initial Period - [*] [*] [*]
Republic Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Chad Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Chile Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
China, People's Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 5PM-2AM 2AM-11AM 11AM-5PM
Christmas & Initial Period - [*] [*] [*]
Cocos Islands Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Colombia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-12M 7AM-4PM 12M-7AM
Comoros, Federal Initial Period - [*] [*] [*]
and Islamic Add'l Period - [*] [*] [*]
Republic of Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Congo, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Cook Islands Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Costa Rica Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 8AM-5PM 11PM-8AM
Croatia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-12MID 7AM-1PM 12MID-7AM
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
52
ATTACHMENT A PAGE 18 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Cyprus Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-11PM 1PM-6PM 6PM-7AM
Czech Republic Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-12M 12M-7AM
Denmark Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
▇▇▇▇▇ ▇▇▇▇▇▇ Initial Period - [*] [*]
Add'l Period - [*] [*]
Rate Period - 6AM-6PM 6PM-6AM
Djibouti, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Dominica Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Dominican Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Ecuador Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-12M 7AM-4PM 12M-7AM
Egypt, Arab Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
El Salvador Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 8AM-5PM 11PM-8AM
Equatorial Initial Period - [*] [*] [*]
Guinea, Add'l Period - [*] [*] [*]
Republic of Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Eritrea Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
53
ATTACHMENT A PAGE 19 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Estonia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Ethiopia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Faeroe Islands Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Falkland Islands Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
Federated States Initial Period - [*] [*] [*]
of Micronesia Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Fiji Islands Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-2AM 9AM-5PM 2AM-9AM
Finland Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
France Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
French Antilles Initial Period - [*] [*] [*]
(Martinique, Add'l Period - [*] [*] [*]
St. Barthelemy, Rate Period - 8AM-5PM 5PM-11PM 11PM-8AM
and St. ▇▇▇▇▇▇)
French Guiana Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
French Polynesia Initial Period - [*] [*] [*]
(Including the Add'l Period - [*] [*] [*]
Islands of Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
54
ATTACHMENT A PAGE 20 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Moorea and)
Tahiti)
Gabon Republic Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Gambia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Georgia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Germany, Initial Period - [*] [*] [*]
Federal Add'l Period - [*] [*] [*]
Republic of Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Ghana Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Gibraltar Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Greece Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Greenland Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Grenada Initial Period - [*] [*] [*]
(Including Add'l Period - [*] [*] [*]
Carriacou) Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Guadeloupe Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-5PM 5PM-11PM 11PM-8AM
Guam Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
55
ATTACHMENT A PAGE 21 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Guantanamo Initial Period - [*] [*] [*]
(U.S. Naval Base) Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Guatemala Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 8AM-5PM 11PM-8AM
Guinea-Bissau Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Guinea, People's Initial Period - [*] [*] [*]
Revolutionary Add'l Period - [*] [*] [*]
Republic Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Guyana Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
Haiti Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Honduras Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 8AM-5PM 11PM-8AM
Hong Kong Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Hungary Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Iceland Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-8PM 7AM-1PM 8PM-7AM
India Initial Period - [*] [*]
Add'l Period - [*] [*]
Rate Period - 6AM-6PM 6PM-6AM
Indonesia Initial Period - [*] [*] [*]
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
56
ATTACHMENT A PAGE 22 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Add'l Period - [*] [*] [*]
Rate Period - 5PM-2AM 2AM-11AM 11AM-5PM
Iran Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Iraq Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Ireland Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Israel Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-5PM MID-8AM 5PM-MID
Italy Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Ivory Coast, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Jamaica Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Japan Initial Period - [*] [*] [*]
(Including Add'l Period - [*] [*] [*]
Okinawa) Rate Period - 2PM-8PM 8PM-3AM 3AM-2PM
Jordan Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-5PM MID-8AM 5PM-MID
Kazakhstan Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Kenya, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 7AM-5PM 5PM-1AM 1AM-7AM
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
57
ATTACHMENT A PAGE 23 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Kiribati Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Korea, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 2PM-8PM 8PM-3AM 3AM-2PM
Kuwait Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-5PM 5PM-1AM 1AM-7AM
Kyrgyzstan Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-2AM 7AM-1PM 2AM-7AM
Laos Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Latvia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Lebanon Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-3PM 9PM-8AM 3PM-9PM
Lesotho Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-5PM 5PM-1AM 1AM-7AM
Liberia Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Libyan Arab Initial Period - [*] [*] [*]
People's Add'l Period - [*] [*] [*]
Socialist Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Jamahiriya
Liechtenstein Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
CONFIDENTIAL AND PROPRIETARY
between
[AT&T LOGO]
AND MIDCOM COMMUNICATIONS, INC.
___________________
Customer's Initials
58
ATTACHMENT A PAGE 24 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Lithuania Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-2AM 7AM-1PM 2AM-7AM
Luxembourg Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
Macao Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6PM-2AM 2AM-11AM 11AM-5PM
Macedonia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-12MID 7AM-1PM 12MID-7AM
Madagascar, Initial Period -- [*] [*] [*]
Democratic Add'l Period -- [*] [*] [*]
Republic of Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Malawi Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Malaysia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-2AM 2AM-11AM 11AM-5PM
Maldives, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 6PM-1AM 1AM-11AM 11AM-6PM
Mali, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Malta, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
▇▇▇▇▇▇▇▇ Islands Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Mauritania, Initial Period -- [*] [*] [*]
Islamic Add'l Period -- [*] [*] [*]
[AT&T LOGO]
59
ATTACHMENT A PAGE 25 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Republic of Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Mauritius Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Mayotte Island Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Moldova Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-2AM 7AM-1PM 2AM-7AM
Monaco Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
Mongolian Initial Period -- [*] [*] [*]
People's Add'l Period -- [*] [*] [*]
Republic Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Montserrat Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 4PM-10PM 7AM-4PM 10PM-7AM
Morocco, Initial Period -- [*] [*] [*]
Kingdom of Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Mozambique Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Namibia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Nauru Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Nepal Initial Period -- [*] [*]
Add'l Period -- [*] [*]
Rate Period -- 6AM-6PM 6PM-6AM
[AT&T LOGO]
60
ATTACHMENT A PAGE 26 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Netherlands Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
Netherlands Initial Period -- [*] [*] [*]
Antilles Add'l Period -- [*] [*] [*]
(Bonaire, Rate Period -- 8AM-5PM 5PM-11PM 11PM-8AM
Curacao, Saoa,
St. Eustatius
and St. Maarten)
Nevis Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 4PM-10PM 7AM-4PM 10PM-7AM
New Caledonia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
New Zealand Initial Period -- [*] [*] [*]
(Including Add'l Period -- [*] [*] [*]
Chatham Island) Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Nicaragua Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 8AM-5PM 11PM-6AM
Niger Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Nigeria, Federal Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-5PM 5PM-1AM 1AM-7AM
Nieu Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Norfolk Island Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Norway (Including Initial Period -- [*] [*] [*]
Svalbard) Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
[AT&T LOGO]
61
PAGE 27 OF 33
ATTACHMENT A
SERVICES AND SERVICE DESCRIPTIONS
Oman Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 8AM-3PM 9PM-8AM 3PM-9PM
Pakistan Initial Period -- [*] [*]
Add'l Period -- [*] [*]
Rate Period -- 6AM-6PM 6PM-6AM
Palau, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Panama, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM ?-5PM 11PM-8AM
Papua New Guinea Initial Period -- [*] [*] [*]
(Admiralty Add'l Period -- [*] [*] [*]
Islands, Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Bougainville,
New Britain and
New Ireland)
Paraguay Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 8AM-6PM 6PM-12M 12M-8AM
Peru Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 4PM-12M 7AM-4PM 12M-7AM
Philippines Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-2AM 2AM-11AM 11AM-5PM
Poland, People's Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-12M 12M-7AM
Portugal Initial Period -- [*] [*] [*]
(Including Add'l Period -- [*] [*] [*]
Azores and Rate Period -- 1PM-8PM 7AM-1PM 8PM-7AM
Madeira Islands)
[AT&T LOGO]
62
ATTACHMENT A
SERVICES AND SERVICE DESCRIPTIONS PAGE 28 OF 33
Qatar Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-5PM 5PM-1AM 1AM-7AM
Reunion Island Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Romania, Initial Period -- [*] [*] [*]
Socialist Add'l Period -- [*] [*] [*]
Republic of Rate Period -- 1PM-2AM 7AM-1PM 2AM-7AM
Russia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-2AM 7AM-1PM 2AM-7AM
Rwanda Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Saipan Initial Period -- [*] [*] [*]
(Including Add'l Period -- [*] [*] [*]
Rota and Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Tinian)
San Marino Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
Sao Tome Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Saudi Arabia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-5PM 5PM-1AM 1AM-7AM
Senegal Republic Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Seychelles Initial Period -- [*] [*] [*]
Islands Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Sierra Leone Initial Period -- [*] [*] [*]
[AT&T LOGO]
63
ATTACHMENT A PAGE 29 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Singapore, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Slovakia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-12M 12M-7AM
Slovenia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-12MID 7AM-1PM 12MID-7AM
Solomon Islands Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
South Africa, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Spain (Including Initial Period -- [*] [*] [*]
Balearic Add'l Period -- [*] [*] [*]
Islands, Canary Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
Islands, Ceuta
and Melilla)
Sri Lanka Initial Period -- [*] [*]
Democratic Add'l Period -- [*] [*]
Socialist Rate Period -- 6AM-6PM 6PM-6AM
Republic of
St. Helena Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
St. Kitts Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 4PM-10PM 7AM-4PM 10PM-7AM
St. Lucia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 4PM-10PM 7AM-4PM 10PM-7AM
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SERVICES AND SERVICE DESCRIPTIONS
St. Pierre Initial Period - [*] [*] [*]
& Miquelon Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
St. ▇▇▇▇▇▇▇ and Initial Period - [*] [*] [*]
The Grenadines Add'l Period - [*] [*] [*]
Rate Period - 4PM-10PM 7AM-4PM 10PM-7AM
Suriname, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
Swaziland Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 6AM-12N 12N-5PM 5PM-6AM
Sweden Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Switzerland Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Syrian Arab Initial Period - [*] [*] [*]
Republic Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Taiwan Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Tajikistan Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Tanzania Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Thailand Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-2AM 2AM-11AM 11AM-5PM
Togo, Republic of Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
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ATTACHMENT A
SERVICES AND SERVICE DESCRIPTIONS PAGE 31 OF 33
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Tonga Islands Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-2AM 9AM-5PM 2AM-9AM
Trinidad & Initial Period -- [*] [*] [*]
Tobago, Add'l Period -- [*] [*] [*]
Democratic Rate Period -- 4PM-10PM 7AM-4PM 10PM-7AM
Republic of
Tunisia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Turkey Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 7AM-1PM 1PM-6PM 6PM-7AM
Turkmenistan Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-2AM 7AM-1PM 2AM-7AM
Turks & Caicos Initial Period -- [*] [*] [*]
Islands Add'l Period -- [*] [*] [*]
Rate Period -- 8AM-5PM 5PM-11PM 11PM-8AM
Tuvalu Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 5PM-11PM 10AM-5PM 11PM-10AM
Uganda Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-2AM 7AM-1PM 2AM-7AM
Ukraine Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-2AM 7AM-1PM 2AM-7AM
United Arab Initial Period -- [*] [*] [*]
Emirates Add'l Period -- [*] [*] [*]
(Abu Dhabi, Rate Period -- 8AM-3PM 9PM-8AM 3PM-9PM
Ajman, Dubai,
Fujairah, Ras
al Khaimah,
Sharjah, and
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ATTACHMENT A PAGE 32 OF 33
SERVICES AND SERVICE DESCRIPTIONS
Umn al Qaiwain)
United Kingdom Initial Period - [*] [*] [*]
(Including the Add'l Period - [*] [*] [*]
Channel Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Islands, England,
Isle of Man,
Northern Ireland,
Scotland and
Wales
Uruguay Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 4PM-12AM 7AM-4PM 12M-7AM
Uzbekistan Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 1PM-2AM 7AM-1PM 2AM-7AM
Vanuatu Initial Period - [*] [*] [*]
Republic Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Vatican City Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 7AM-1PM 1PM-6PM 6PM-7AM
Venezuela Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 8AM-6PM 6PM-12M 12M-8AM
Vietnam, Initial Period - [*] [*] [*]
Socialist Add'l Period - [*] [*] [*]
Republic of Rate Period - 5PM-2AM 2AM-11AM 11AM-5PM
Wallis and Initial Period - [*] [*] [*]
Futuna Add'l Period - [*] [*] [*]
Islands Rate Period - 5PM-11PM 10PM-5PM 11PM-10AM
Western Samoa Initial Period - [*] [*] [*]
Add'l Period - [*] [*] [*]
Rate Period - 5PM-11PM 10AM-5PM 11PM-10AM
Yemen, Initial Period - [*] [*] [*]
Republic of Add'l Period - [*] [*] [*]
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ATTACHMENT A
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(Including Aden Rate Period -- 8AM-3PM 9PM-8AM 3PM-9PM
& Almahrah)
Yugoslavia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 1PM-12MID 7AM-1PM 12MID-7AM
Zaire, Initial Period -- [*] [*] [*]
Republic of Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Zambia Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
Zimbabwe Initial Period -- [*] [*] [*]
Add'l Period -- [*] [*] [*]
Rate Period -- 6AM-12N 12N-5PM 5PM-6AM
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