Fifth Amendment to Master Services Agreement between Valor Telecommunications Enterprises, LLC and ALLTEL Information Services, Inc.
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This Fifth Amendment updates the Master Services Agreement between Valor Telecommunications Enterprises, LLC and ALLTEL Information Services, Inc., effective June 1, 2001. It adds new services for Valor’s Competitive Local Exchange Carrier (CLEC) business, including managed operations, network, and output processing services, as well as implementation support. The amendment outlines specific project tasks, fee structures, and conditions for service adjustments. ALLTEL will also provide temporary support and database setup, with fees subject to change if project scope or client responsibilities shift.
EX-10.21 5 y94801a2exv10w21.txt FIFTH AMENDMENT TO MASTER SERVICES AGREEMENT EXHIBIT 10.21 FIFTH AMENDMENT TO MASTER SERVICES AGREEMENT Confidential Treatment. The portions of this exhibit that have been replaced with "[*****]" have been filed separately with the Securities and Exchange Commission and are the subject of an application for confidential treatment. This Fifth Amendment ("Fifth Amendment") is effective as of the 1st day of June, 2001 ("Fifth Amendment Effective Date") and amends and supplements that certain Master Services Agreement, as amended (the "Agreement") dated as of the 9th day of December, 1999, by and between VALOR TELECOMMUNICATIONS ENTERPRISES, LLC (as successor to Valor Telecommunications Southwest, LLC, successor to dba Communications LLC) ("Client") and ALLTEL INFORMATION SERVICES, INC. ("ALLTEL"). W I T N E S S E T H: WHEREAS, Client desires to obtain additional services from ALLTEL and ALLTEL is willing to provide such services pursuant to the terms and conditions contained herein; NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows: 1. The following new Section 8 shall be added to Exhibit A to the Agreement: "8. CLEC SERVICES. ALLTEL shall provide Managed Operations Services, Managed Network Services, Output Processing Services and PASP Services for Client's Competitive Local Exchange Carrier business as described in Section 8.2 of this Exhibit (collectively, the "CLEC Services"). Further, ALLTEL shall provide the implementation of the CLEC Services on a Unbundled Network Elements Platform ("UNE-P") as described in Section 8.1 of this Exhibit ("CLEC Implementation Services"). 8.1 CLEC IMPLEMENTATION SERVICES. (A) PROJECT PLAN. Attached hereto as Attachment 1 and incorporated herein is the "Project Plan" drafted by ALLTEL and agreed to by Client setting forth the specific tasks to be included within the CLEC Implementation Services and the tasks to be completed by Client. The parties agree that the Project Plan may change as the CLEC Implementation Services progress and that all changes in scope of CLEC Implementation Services or changes made necessary by changes to the project beyond Alltel's reasonable control shall be reflected in the Project Plan through the Change Control process. (B) PRE-AMENDMENT SERVICES. Prior to the Fifth Amendment Effective Date, ALLTEL has performed the CLEC Implementation Services described in the Project Plan. Client hereby acknowledges ALLTEL's performance of such services and Client's acceptance of services provided by ALLTEL. (C) TEMPORARY CARE RESOURCE. ALLTEL will provide a temporary CARE resource from February 12,2001 through May 31,2001 (or until such time as the three hundred (300) hours limit is reached) to assist Client in establishing billing and collection agreements with other carriers and to assist in training a Client employee to perform this function. The temporary CARE resource will perform services as directed by Client for a total of no more than three hundred (300) man-hours. Those services are expected to include the following: - Document and maintain Carrier Access Records Exchange (CARE) processing flow and Transaction Code Status Indicator (TCSI) supported codes. - Recommend rates for services provided to Access Carriers (AC), listings, daily/weekly processing. - Establish and maintain "New Carrier Documentation", and distribute upon request to AC. - Communicate client requirements/processes with new ACs. Communicate effectively with senior management of AC companies. - Work with Bell Provisioning when a new carrier requests participation, if needed. - Load AC tables to EQA and prepare and submit customer validation table (TRTL) and Carrier Control Table and Message Processing System (MPS) table forms (CRRC/CART) to ALLTEL Conversion Team. - Coordinate Job Control Language (JCL) through Equal Access (EQA) for all existing and new ACs. - Review daily and weekly CARE output reports to intercept specific error codes that indicate processing problems or unauthorized AC. - Coordinate analysis/design/inquiries/testing signoff on CARE Service Enhancement Request/Request for Information Services (SER/RIS) projects. (Adding EQA as interface.). - Administer and coordinate all AC notifications regarding CARE. Work with Valor to establish billing of carrier charges for services provided. - Communicate with AC when unauthorized marketing procedures exist. - Primary Interexchange Carrier (PIC) dispute processing- prepare bill and followed-up on collections. - PIC verification/reconciliation. - Handle all carrier inquires. - Handle all carrier correspondence. - Investigate non-acknowledged Letter of Authorization (LOA) records for carrier. - Update change of carrier mailing addresses. - Notify ACs when new areas or states win be included as Valor territory. - Coordinate NPA Splits and Company Mergers. - Serve as Billing Name and Address (BNA) contact for agreements and billing of charges. - Provide training to one VBS CARE representative. (D) AUTOMATED CARE NOTIFICATION. ALLTEL will automate CARE notification for carrier changes for no more than three (3) carriers. (E) CATEGORY 92 DATABASE. ALLTEL will set up a database (or use Client's existing database, if ALLTEL deems practicable) for Category 92 records processing (i.e. settlement processing with Southwestern Bell Corporation). 2 8.2 DESCRIPTION OF CLEC SERVICES. The CLEC Services will consist of certain Managed Operations Services (including ongoing tables maintenance for Client's CLEC business in one state and two cities) as described in this Agreement for Client's CLEC business using UNE-P and using the following subset of the ALLTEL Software: CCS, and CAMS (to include MPS, EQA and CARE). The CLEC Services will also include Output Processing Services and PASP Services for Client's CLEC business. ALLTEL will also provide the initial table load services in support of Client's offering of CLEC services in one state and two cities." 2. The following new Section 2.8 shall be added to Exhibit E to the Agreement: "2.8 FEES FOR CLEC SERVICES. (A) IMPLEMENTATION. Client shall pay to ALLTEL the following Service Fees for the CLEC Implementation Services described in Section 8.1 of Exhibit A:
ALLTEL hereby acknowledges receipt of the fee listed above in this Section 2.8(a). ALLTEL's time of performance of and the Service Fees for the CLEC Implementation Services shall be adjusted, if and to the extent reasonably necessary, in the event that (a) Client fails to timely submit data or materials in accordance with the Project Plan, (b) Client fails to perform on a timely basis, the functions or other responsibilities of Client described in the Project Plan, (c) there occurs a Force Majeure condition which prevents ALLTEL's timely performance, (d) Client or any governmental agency authorized to regulate or supervise Client makes any special request which affects ALLTEL's obligations under this Fifth Amendment, or (e) the scope of the Project Plan is increased in accordance with Section 8.1(a) of Exhibit A. ALLTEL shall promptly notify Client upon ALLTEL discovering that any of the events described in this Section will effect ALLTEL's time of performance or the fees for the CLEC Implementation Services, with such notice describing both the event and the anticipated affect of the event. In addition, if any of the above events occur, and such event will result in an increased cost to ALLTEL for providing the affected Service, ALLTEL shall so advise Client and Client may at Client's discretion either pay any and all of such increased costs to ALLTEL or relieve ALLTEL of its responsibilities hereunder. (B) MONTHLY CHARGES. Client shall pay to ALLTEL the following Service Fees for the CLEC Services described in Section 8.2 of Exhibit A: 3 (I) MANAGED OPERATIONS SERVICES. For each Access Line for which ALLTEL is then providing Managed Operations Services as described in Section 8.2 of Exhibit A, Client shall pay an incremental access line charge of $[* * * * *] per month. Client shall be invoiced monthly, one month in arrears. The number of Access Lines upon which the CLEC access line charge is calculated shall-be determined as of the end of the month based on the Customer Access Line and Equipment Report generated through CAMS. (II) OUTPUT PROCESSING SERVICES. Client shall pay for the Output Processing Services related to Client's CLEC business on the same basis as is set forth in Exhibit C for Client's ILEC business. (C) FULL FACILITIES BASED CLEC. Client shall have the option to also provide "full facilities based access" CLEC services. If Client elects to do so, Client and ALLTEL shall mutually agree upon a project plan for the implementation of such additional CLEC services, including the additional Service Fees for such implementation. For each Access Line for which ALLTEL is then providing CLEC Services on a full facilities basis, Client shall pay for Managed Operations Services an incremental access line charge of $[*****] per month. Client shall pay for the Output Processing Services related to Client's full facilities based CLEC business on the same basis as is set forth in Exhibit C for Client's ILEC business." 3. All capitalized terms not otherwise defined in this Fifth Amendment shall have the same meaning set forth in the Agreement. 4. Except as herein expressly amended, the Agreement as previously amended is ratified, confirmed and remains in fun force and effect. 5. All references to the Agreement shall mean as such Agreement is amended hereby and as may in the future be amended, restated, supplemented or modified from time to time. 6. This Fifth Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. SIGNATURES FOLLOW ON NEXT PAGE 4 IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the Fifth Amendment. Effective Date by their duly authorized representatives. ALLTEL INFORMATION SERVICES, INC. VALOR TELECOMMUNICATIONS ENTERPRISES, LLC By: /s/ Larry Ashmore By: /s/ Kenneth R. Cole -------------------------------- ----------------------- Name: Larry Ashmore Name: Kenneth R. Cole -------------------------------- ----------------------- Title: Account Director Title: President & COO -------------------------------- ----------------------- 5 ATTACHMENT 1
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