First Amendment to Transport Services Agreement among Williams Communications, Inc., SBC Operations, Inc., and Southwestern Bell Communications Services, Inc.
Summary
This amendment, dated September 29, 2000, updates the Transport Services Agreement between Williams Communications, Inc. and SBC Operations, Inc. and Southwestern Bell Communications Services, Inc. It reflects changes required by an asset purchase involving network assets and outlines new terms for carrying existing telecommunications traffic, pricing, and service obligations. The amendment introduces new definitions, payment terms, and a commitment period, and requires the construction of an overlay network to support service transition. Both parties agree to negotiate in good faith on new services and follow a joint transition plan with dispute resolution if needed.
EX-10.44 5 d04197exv10w44.txt FIRST AMENDMENT TO TRANSPORT SERVICES AGREEMENT EXHIBIT 10.44 CONFIDENTIAL PORTION MARKED [*************] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 1 TO TRANSPORT SERVICES AGREEMENT This Amendment to Transport Services Agreement ("this Amendment") dated as of September 29, 2000 is entered into by and among Williams Communications, Inc., d/b/a Williams Network, a Delaware corporation ("Williams"), and SBC Operations, Inc. and Southwestern Bell Communications Services, Inc., Delaware corporations (collectively, "SBCS" arid together with Williams, the "Parties"). WITNESSETH: WHEREAS, the Parties have entered into the Transport Services Agreement dated as of February 8, 1999 (the "TSA") pursuant to which SBCS may order various telecommunications services from Williams (Williams Contract No. 99B1610.01; SBCS Agreement No. 00013622); WHEREAS, Williams, Williams Communications Group, Inc., a Delaware corporation and affiliate of Williams, SBC Communications Inc., a Delaware corporation and the parent company of SBCS ("SBC"), and Ameritech Communications, Inc., a Delaware corporation and affiliate of SBCS ("Ad"), have entered into an Asset Purchase Agreement dated as of February 28, 2000 (the "Purchase Agreement") pursuant to which Williams is purchasing and acquiring certain network and related assets of ACI (the "Transferred Assets"); and WHEREAS, it is a condition to the consummation of the transactions contemplated by the Purchase Agreement that the TSA shall have been amended as herein provided. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereby agree as follows: 1. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to them in the TSA or in the Purchase Agreement. 2. Section 1.1 of the TSA shall be amended by adding the following at the end of the list of Schedules: "Schedule 0 - Pricing for Existing Traffic Services" 3. The following definitions are hereby added to Section 1.3 of the TSA in appropriate alphabetical order: "Blended Rate" - as defined in Section 6(c) of Schedule 0. Amendment so ISA V. 7 FINAL EXECUTION VERSION CONFIDENTIAL "Closing Date" - as defined in Section 2.6 of the Purchase Agreement. "Committed MOUs" - as defined in Section 2A.2. "Commitment Period" - means the 34 month period commencing on the Closing Date. "Customer Offnet Private Lines" - as defined in Section 4 of Schedule 0. "Customer OnNet Private Lines" - as defined in Section 5 of Schedule 0. "Excess Prepaid Amount" - as defined in Section 6(c) of Schedule 0. "Existing Traffic" - means the traffic carried by ACI for existing customers on the equipment included in the Transferred Assets as of the date of the Purchase Agreement, including, without limitation, Rapid Link USA, Inc., Broadwing Communications Services, Inc., ITXC Corporation and London Telecom Network, Inc. "Existing Traffic Services" - as defined in Section 2A. "Existing TSA Services" -means the Services being provided by Williams to SBCS under the TSA, as defined and described in the TSA, prior to the Closing Date. "New Services" - as defined in Section 2A.3. "Overlay Network" - as defined in Section 2A.3. "Prepaid Amount" - as defined in Section 1 of Schedule 0. "Prepayment Date" - as defined in Section 1 of Schedule 0. "Prepayment Period" - as defined in Section 1 of Schedule 0. "Service Conversion" - as defined in Section 2A.4. "Shortfall" - as defined in Section 6(c) of Schedule 0. "Shortfall Amount" - as defined in Section 6(c) of Schedule 0. "Shortfall Calculation" - as defined in Section 6(c) of Schedule 0. "Transferred Assets" - as defined in the third Whereas clause and, more specifically, in Section 2.1 of the Purchase Agreement Amendment to TSA v. 7 FINAL EXECUTION VERSION 2 4. The definition of "Williams Network" in Section 1 of the TSA is hereby amended by adding the following proviso at the end thereof: provided, however, that the Williams Network shall not include the Transferred Assets during the Commitment Period. 5. A new Schedule 0 shall be added to the TSA. Schedule 0 is attached to this Amendment as Exhibit A. 6. The following new Section 2A is hereby added to the TSA: 2A. Existing Traffic Williams agrees to carry the Existing Traffic on and after the Closing Date. The services to be provided by Williams to SBCS with respect to the Existing Traffic prior to the completion of the Service Conversion shall be referred to as "Existing Traffic Services". 2A.l Pricing of Existing Traffic Services The pricing and payment for the Existing Traffic Services during the Commitment Period shall be determined in accordance with the pricing provisions of Schedule 0. 2A.2 Committed MOUs SBCS shall, during the Commitment Period, on each Prepayment Date, pay in advance for the number of minutes of use for the Existing Traffic shown on Schedule 5.11 to the Purchase Agreement (the "Committed MOUs") in accordance with the payment provisions in Schedule 0. 2A.3 Overlay Network (a) Williams covenants and agrees to construct an overlay facility (the "Overlay Network") that will (i) reduce the cost of the Existing Traffic and (ii) be capable of providing services similar in features, functionality, and reliability to the Existing Traffic Services. (b) Both Parties covenant and agree to negotiate in good faith and to use reasonable best efforts to agree upon detailed product descriptions, product requirements, pricing and service level agreements for new services (the "New Services") which Williams will make available to SBCS on the Overlay Network. The AMENDMENT TO ISA v. 7 FINAL EXECUTION VERSION 3 combination of Existing TSA Services and the New Services will be similar in features, functionality and reliability to the Existing Traffic Services. (c) Both Parties agree to use reasonable best efforts to establish a joint transition plan within sixty (60) days from the Closing Date which will: - include agreed upon detailed product descriptions, product requirements, pricing and service level agreements for the New Services; - establish a date for when the Existing TSA Services will be available on the Overlay Network; - establish a date for when each of the New Services will be available on the Overlay Network; - include a timeline for enhancement (if required) of SBCS platforms necessary to support the New Services; - include a timeline for conversion of the Existing Traffic to the Overlay Network; and - include a definition of the Overlay Network which will consist of a list of facilities and service components which Williams agrees to provide. (c) Both Parties agree that in the event they cannot agree upon a transition plan within sixty (60) days from the Closing Date, any issues which cannot be agreed upon will be submitted to the dispute resolution process (as defined in Section 9 of the Master Alliance Agreement) and the timeline for the Service Conversion and for Williams' completion of the Overlay Network shall be extended by the time it takes to resolve the issues and complete the transition plan. AMENDMENT TO TSA V. 7 FINAL EXECUTION VERSION 4 2A. Service Conversion (a) SBCS covenants and agrees to convert the Existing Traffic from Existing Traffic Services to Existing TSA Services or New Services within 12 months after the Overlay Network is sufficiently complete to provide the Existing TSA Services and/or the New Services, as applicable (the "Service Conversion"), subject to Section 3.3 of the Master Alliance Agreement, and provided that SBCS shall be satisfied with the price and quality of the New Services; and (b) Except as set forth in Section 2A.3(c) above, both Parties covenant and agree that Williams will have no obligation to provide any services with respect to any Existing Traffic which remains on the Transferred Assets twelve (12) months after completion of the Overlay Network. 7. After completion of the Service Conversion, Williams shall have the right to remove from service the DMS/250 switches that are included in the Transferred Assets. 8. Williams agrees to provide the Existing Traffic Services with the same functionality as such Existing Traffic Services are being provided at the Closing Date and at service levels which are at least equivalent to those set forth in the TSA. Once Existing Traffic is converted to Existing TSA Services, the Existing TSA Services will be provided in accordance with the service level agreements set forth in the TSA. The Parties agree that the service level agreements for the New Services shall be negotiated in accordance with Section 2A.3(b). 9. Except as herein amended, the TSA shall remain in full force and effect. Upon the effectiveness of this Amendment, each reference in the TSA to "this Agreement", "hereunder", "hereof', "herein", or words of like import shall mean and be a reference to the TSA as amended hereby, and each reference to the TSA in any other document, instrument or agreement executed and/or delivered in connection with the TSA shall mean and be a reference to the TSA as amended hereby. 10. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument. Any such counterpart may be executed by facsimile transmission. SIGNATURE PAGE TO FOLLOW AMENDMENT TO TSA V. 7 FINAL EXECUTION VERSION 5 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first above stated. WILLIAMS COMMUNICATIONS, INC. D/B/A WILLIAMS NETWORK By: /s/ Frank Semple ----------------------------------- Title: President, Williams Network -------------------------------- SBC OPERATIONS, INC. By: /s/ James S. Kahan ----------------------------------- Title: Attorney-In-Fact -------------------------------- SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. By: /s/ Steve Grimm ----------------------------------- Title: President -------------------------------- AMENDMENT TO TSA V. 7 FINAL EXECUTION VERSION 6 EXHIBIT A SCHEDULE O TO TRANSPORT SERVICES AGREEMENT PRICING FOR EXISTING TRAFFIC SERVICES This is Schedule O to the Transport Services Agreement dated as of February 8, 1999, as amended as of September 29, 2000 (the "Amendment"), among SBCS and Williams. 1. Definitions. The following terms, when used in this Schedule with initial capital letters, shall have the means given thereto in this Section 1. Other terms used in this Schedule with initial capital letters but not otherwise defined herein shall have the respective meaning given thereto in the TSA or in the Purchase Agreement. "Access and Offnet Transport Amount" - means, for each Prepayment Period, the product of (a) the amount of SBCS' monthly cost for access and offnet transport for the Existing Traffic (both prior to and after the Service Conversion) as at the most recent month end prior to (i) the Closing Date with respect to the year 2000; (ii) the end of the immediately preceding Prepayment Period with respect to Prepayment Period II and each Prepayment Period thereafter, and (b) the number of months in the related Prepayment Period. An example of the determination of such payments for February 2000 is shown as "Total Usage Paid" on Attachment 1. "Applicable Percentage" - means, the proration, for each Prepayment Period after the first Prepayment Period, for the percentage of annual volume of Existing Traffic on the Transferred Assets, the percentage of annual volume of Existing Traffic which will be converted during such Prepayment Period to Existing TSA Services on the Overlay Network and the percentage of annual volume of Existing Traffic which will be converted during such Prepayment Period to New Services on the Overlay Network. The parties agree to negotiate in good faith to determine each percentage prior to the beginning of each subsequent Prepayment Period after the first Prepayment Period. For example, after the first Prepayment Period, the parties may determine that, for the next Prepayment Period, 70% of the Existing Traffic will remain on the Transferred Assets, 30% of the Existing Traffic will be converted to Existing TSA Services on the Overlay Network and 0% of the Existing Traffic will be converted to New Services on the Overlay Network. Each of these percentages would be the "Applicable Percentage" and would be used in determining the Prepaid Amount for the next Prepayment Period. "C Amount" - means, for each Prepayment Period, the product of (a) the then applicable OnNet C Rate, and (b) the then Applicable Percentage of the number of minutes of the MOU Commitment which are being carried over the Transferred Assets. "Local Facilities and Offnet IXC Circuit Amount" - means, for each Prepayment Period, the product of (a) the amount of SBCS' monthly cost for local facilities and offnet interexchange circuits for the Existing Traffic as at the most recent month end prior to (i) the Closing Date with respect to the year 2000; (ii) the end of the immediately preceding Prepayment Period with respect to Prepayment Period II and each Prepayment Period thereafter, and (b) the number of months in the related Prepayment Period. An example of the determination of such payments for February 2000 is shown as "Total Fixed Costs Paid" on Attachment 1. The Local Facilities and Offnet IXC Circuit Amount to be prepaid will not include charges for Customer OnNet Private Lines and Customer Offnet Private Lines. Offnet IXC circuits will be deducted from the Prepayment Amount at the rates set forth in the pricing agreement between the parties which is attached as Attachment 3. "Monthly Rack Charge" - as set forth for each location in the last column of the following chart:
The Real Estate Lease component of the above Monthly Rack Charges shall be adjusted to reflect changes in lease payments made by Williams pursuant to the terms of a particular Real Estate Lease. In addition, the Parties will review the electricity and maintenance expenses at each location and will in good faith negotiate new costs if the electricity price index increases by more than 10%. The parties agree that in the event SBCS' amp usage exceeds the breaker size, the parties will negotiate in good faith the "Amperage Charge Per Rack" in order to compensate Williams for the increase in usage. "MOU Commitment" - means (a) with respect to Prepayment Period I, the number of days in 2000 following the Closing Date times [*********] MOUs per day; (b) with respect to Prepayment Period II, the smaller of (i) [*************] MOUs or (ii) [*************] MOUs minus the number of actual MOUs used in Prepayment Period I; (c) with respect to Prepayment Period III, [*************] MOUs minus the cumulative number of actual MOUs used in Prepayment Periods I and II; (d) with respect to Prepayment Period IV,the smaller of (i) [*************] MOUs or (ii) the MOUs calculated in clause (c) above, plus [***********] (i.e., the 153 days remaining in 2002 times [************] MOUs per day); and (e) with respect to Prepayment Period V, [*************] MOUs minus the actual MOUs used in Prepayment Periods III and IV. "OnNet C Rate" - means (i) with respect to the Six-Month Period ending March 29, 2001, [*****] per MOU for Williams' POP-to-POP portion of the Existing Traffic, and (ii) with respect to each Six-Month Period during the Commitment Period ending subsequent to March 29, 2001, the applicable Recalculated OnNet C Rate for Williams' POP-to-POP portion of the Existing Traffic. "Prepaid Amount" - means, for each Prepayment Period, the sum of (i) the C Amount for such Prepayment Period, (ii) the Applicable Percentage of minutes of the MOU Commitment which are being carried as Existing TSA Services on the Overlay Network multiplied by the fixed voice transport pricing set forth in the TSA, (iii) the Applicable Percentage of minutes of the MOU Commitment which are being carried as New Services on the Overlay Network multiplied by the applicable rate for New Services, which rate is to be determined by the Parties in accordance with Section 2A.3(b), (iv) the Access and Offnet Transport Amount for such Prepayment Period, and (v) the Local Facilities and Offnet IXC Circuit Amount for such Prepayment Period, as such sum may be adjusted under Section 6(c). "Prepayment Date" - means each of the Closing Date (with respect to Prepayment Period I); January 31, 2001 (with respect to Prepayment Period II); January 31, 2002 (with respect to Prepayment Period III); July 31, 2002 (with respect to Prepayment Period IV); and January 31, 2003 (with respect to Prepayment Period V). "Prepayment Period" - means each of (i) the period from the Closing Date to and including December 31, 2000 ("Prepayment Period I"), (ii) calendar year 2001 ("Prepayment Period II"), (iii) the period from January 1, 2002 to and including July 29, 2002 ("Prepayment Period III"), (iv) the period from July 30, 2002 to and including December 31, 2002 ("Prepayment Period IV"), and (v) the period from January 1, 2003 to and including July 29, 2003 ("Prepayment Period V"). "Recalculated OnNet C Rate" - as defined in Section 7 of this Schedule. "Six-Month Period" - means such consecutive six-month period commencing on each of the Closing Date and each date six months thereafter during the Commitment Period. 2. Payment of Prepaid Amount. SBCS shall pay the Prepaid Amount to Williams on each Prepayment Date for the applicable Prepayment Period. 3. Collocation Charges. Commencing March 30, 2001 and continuing through the Commitment Period and thereafter, as long as SBCS continues to occupy racks at the points of presence set forth below, SBCS shall pay Williams a collocation fee equal to the product of (a) the number of Williams' racks required by SBCS for such upcoming month (not to exceed the maximum number of Racks for each such location set forth therefor in the definition of Monthly Rack Charge) at Williams' points of presence in Aurora, Illinois; Hudson Street, Chicago; and Troy, Michigan, and (b) the Monthly Rack Charge for each such rack. The monthly collocation fee shall (i) be in addition to the Prepaid Amount and shall not be deducted as an expense in the determination thereof, and (ii) be invoiced and paid in accordance with the terms of Section 9 of the TSA. In addition, on the Closing Date SBCS shall pay Williams the sum of [********] . 4. Customer Offnet Private Lines. A list of off net private lines ACI maintains for its customers is attached as Attachment 2 (the "Customer Offnet Private Lines"). Customer Offnet Private Lines shall be billed by Williams to SBCS in accordance with Section 9 of the TSA at the off-net pricing set forth therefore in the pricing agreement attached as Attachment 3. The monthly charges for the Customer Offnet Private Lines shall be in addition to the Prepaid Amount and shall not be deducted as an expense in determination thereof. 5. Customer OnNet Private Lines. The existing on net private line circuits which are maintained for SBCS' customers and are supplied on the Transferred Assets (the "Customer OnNet Private Lines") are listed in Attachment 4. Customer OnNet Private Lines shall be billed by Williams to SBCS in accordance with Section 9 of the TSA at standard TSA prices; provided, however, that no charges shall apply until the earliest of (a) March 30, 2001 or (b) the first MOU of Existing Traffic traverses the Overlay Network. The monthly Customer OnNet Private Line charges shall be in addition to the Prepaid Amount and shall not be deducted as an expense in the determination thereof. 6. True-Up of Actual Usage vs. Prepaid Amount. (a) Within six (6) business days after the close of each month, SBCS will prepare a monthly MOU report indicating for the Existing Traffic the MOUs carried on the Transferred Assets for such month. This report will be generated by summarizing CDR and AMA records, both billable and erred, to calculate conversation MOUs. For purposes of the SBCS report, MOUs shall not be rounded in any way. A copy of the form of SBCS monthly report is attached as Attachment 5. (b) Within six (6) business days after the close of each month, Williams will prepare a monthly MOU report indicating for the Existing Traffic the MOUs carried on the Overlay Network for such month. For purposes of the Williams report, rounding for MOUs on the Overlay Network shall be as follows: Unbundled usage sensitive charges are billed based on actual usage for all calls in one (1) second increments. Bundled usage sensitive charges are billed based on actual usage for all answered calls that exceed two (2) seconds. The minimum call duration for billing purposes is: (a) for international service, except Mexico, thirty (30) seconds minimum initial period and usage is rounded to the next higher six (6) second increment after the initial period; (b) for service to and from Mexico, sixty (60) seconds minimum initial period and usage is rounded to the next higher sixty (60) second increment after the initial period; (c) for service to and from extended U.S., including Alaska, Hawaii, Puerto Rico and Guam, six (6) seconds minimum initial period and usage is rounded to the next higher six (6) second increment after the initial period. The information to be included in the Williams' monthly report is as follows: billing period; account number; total billed bundled MOUs and total billed transport MOUs. (c) If the actual usage by SBCS of MOUs for a particular Prepayment Period falls short of the Committed MOUs for such Prepayment Period, then, promptly after the end of each Prepayment Period, the parties shall perform a calculation (the "Shortfall Calculation"). The Shortfall Calculation shall be performed as follows: take the product of (i) the Committed MOUs for the applicable Prepayment Period minus the number of MOUs actually purchased by SBCS for such Prepayment Period (the "Shortfall"), and (ii) the Blended Rate. The Blended Rate shall be equal to the weighted average of the OnNet C Rate and the rates for Existing TSA Services and New Services as of the last month of the applicable Prepayment Period. The product of the Shortfall and the Blended Rate shall be the "Shortfall Amount". SBCS shall be required to pay to Williams the Shortfall Amount within thirty (30) days from SBCS' receipt of an invoice from Williams for such amount. Notwithstanding the foregoing, if any amount of the Prepaid Amount remains at the end of the Prepayment Period (the "Excess Prepaid Amount"), SBCS shall receive a credit for the Excess Prepaid Amount against the Shortfall Amount. If the Excess Prepaid Amount for the applicable Prepayment Period exceeds the Shortfall Amount, then the excess shall be applied to the Prepaid Amount for the next Prepayment Period. (d) If the deductions of the applicable price hereunder for the actual usage by SBCS of MOUs during a particular Prepayment Period cause the Prepaid Amount for such Prepayment Period to be exhausted (i.e. the Prepaid Amount runs out prior to the end of the Prepayment Period), then SBCS shall, as of the date such Prepaid Amount is exhausted, begin paying all of the charges included in the Prepaid Amount for the balance of such Prepayment Period at the then applicable rates on a monthly basis according to the payment terms in Section 9 of the TSA. (e) The amount of actual MOUs for the Existing Traffic and the pricing therefor under this Schedule O will be tracked monthly by the Parties against the running balance of Prepaid Amounts and will be reconciled on a quarterly basis between actual usage and the related Prepaid Amount. 7. Recalculated OnNet C Rate. The On Net C Rate will be recalculated for each Six-Month Period after the first Six-Month Period (the "Recalculated OnNet C Rate"), by dividing an average of the last two months of Williams' depreciation and direct expenses to operate the Transferred Assets (which expenses shall be determined in a manner consistent with the determination made by the Parties of the On Net C Rate for the first Six-Month Period hereunder) by a monthly average of the last six months of MOUs of the Existing Traffic. The Recalculated OnNet C Rate shall then be used for the deduction against the Prepaid Amount for the next Six-Month Period. The direct expenses and depreciation for Customer OnNet Private Lines and collocation will be excluded from the pool of expenses starting with the first six-month recalculation of the OnNet C Rate. An example of the calculation is as follows: After the first six months, Williams's two-month recent cost to operate the Transferred Assets is $4,600,000, for an average monthly cost of $2,300,000. The annual cost, therefore, is $27,600,000 and with a [**********], totals [***********]. The average monthly MOU on both the Transferred Assets and MOUs transitioned to the Overlay Network are [***********] MOUs a month, or [*************] MOUs a year. The Recalculated OnNet C Rate for the next Six-Month Period would be [***********] of expense divided by the [*************] MOUs, for [******] per MOU. 8. Determination of Actual MOU Usage Pricing. In determining the pricing of actual MOU usage under this Schedule O for purposes of the true-up under Section 6, the following shall apply: (a) Existing Traffic Services. The pricing of Existing Traffic Services shall be at the OnNet C Rate while carried on the Transferred Assets. (b) Existing TSA Services. Once Existing Traffic is converted to Existing TSA Services on the Overlay Network, the rate at which such Existing TSA Services shall be deducted from the Prepaid Amount shall be equal to the rates set forth in the TSA. (c) New Services. Once Existing Traffic is converted to New Services on the Overlay Network, the rate at which such New Services shall be deducted from the Prepaid Amount shall be equal to the rates agreed upon by the parties in accordance with Section 2A.3(b). (d) LEC Usage. The expenses of LEC usage for the Existing Traffic which includes monthly payments for access and offnet transport, variable and other miscellaneous charges like 800 dips, DA costs, etc., will be deducted from the Prepaid Amount [***********************]. Actuals will be reported by SBCS in the monthly report referred to in Section 6(a). (e) Facility Portion. The expenses of the facility portion of monthly payments for local facilities for the Existing Traffic will be deducted from the Prepaid Amount [**** *******************]. Actuals will be reported by SBCS in the monthly report referred to in Section 6(a). (f) Off Net IXC Circuits. The expenses of off-net IXC circuits for the Existing Traffic that use the DMS 250 switches included in the Transferred Assets will be deducted from the Prepaid Amount at the rates set forth for off net circuits in the pricing agreement attached as Attachment 3. Actuals will be reported by SBCS in the monthly report referred to in Section 6(a). (g) OffNet Circuits at Onnet Rates. In no event will SBCS receive On-Net Transport Services pricing under the TSA for any Off-Net circuit or transport unless and until such circuit or transport has been physically transitioned to the Overlay Network. ATTACHMENT 1 TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT
ATTACHMENT 2 TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT LIST OF CUSTOMER OFFNET PRIVATE LINES Table Headings: Current Carrier VENDOR Circuit ID Type ALOC ZLOC Miles Type of CKT Switch ACI CIRCUIT ID Local Loop IXC Chgs EF Chgs Chgs Total Chgs Four-page list of confidential data under table headings has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. ATTACHMENT 3 TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT PRICING AGREEMENT In addition to the Pricing Agreement set forth below, the Parties agree that the price for DS0 service shall be ***********************************. ATTACHMENT 3 (CONTINUED) TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT SBCLD/WILLIAMS PRICING ISSUES ONE-PAGE PRICING AGREEMENT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ATTACHMENT 4 TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT LIST OF CUSTOMER ONNET PRIVATE LINES See Attached List Amendment to TSA v. 7 FINAL EXECUTION VERSION ATTACHMENT 4 (CONTINUED) TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT
ATTACHMENT 4 (CONTINUED) TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT
Amendment to TSA v. 7 final execution version Attachment 4 (Continued) to Schedule O to Transport Services Agreement
AMENDMENT TO TSA V. 7 FINAL EXECUTION VERSION ATTACHMENT 4 (CONTINUED) TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT DS1 IXC OS3 IXC DSO IXC PARENT COMPANY NAME A LOCATION Z LOCATION MILES MILES MILES TOTAL
21 ATTACHMENT 5 SAMPLE FORM OF SBCS MONTHLY MOU REPORT TO SCHEDULE O TO TRANSPORT SERVICES AGREEMENT
