EXHIBIT 10.11


TSA#MCL-940211


WILMAX


TELECOMMUNICATIONS SERVICES AGREEMENT


 


This Telecommunications Services Agreement (hereinafter referred to as the
“Agreement” or the “TSA”) is entered into this 14th day of March, 1994, by and
between WILTEL, INC., a Delaware corporation, with its principal office at One
Williams Center, Tulsa, Oklahoma, 74172 (“WilTel”) and MCLEOD TELEMANAGEMENT INC.,
a Iowa corporation, with its principal office at 221 3rd Avenue SE, Cedar Rapids,
Iowa 52401 (“Customer”).


 


WITNESSETH:


 


WilTel agrees to provide and Customer agrees to accept switched telecommunications
services (“Switched Services”) and other associated services (collectively the “Services”),
(i) as described in the Service Schedules identified herewith, (ii) subject to
the terms and conditions contained in this Agreement, including without
limitation those and conditions contained in the Program Enrollment Terms (“PET”)
which are attached hereto and incorporated herein by reference, and (iii) in
conformity with each Service Request (described below) which is accepted
hereunder.


 


In the event of a conflict between the terms of this Agreement, the PET,
the Service Schedule/Pricing Exhibit and the Service Request(s), the following
order of precedence will prevail: (1) PET, (2) Service Schedule/Pricing
Exhibit, (3) the Agreement, and (4) Service Request(s).


 


NOW, THEREFORE, in consideration of the above premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.                                       TERM.


 


(A)          Effective Date. This
Agreement shall be effective between the parties as of the date first written
above (the “Effective Date”) and shall continue for the period of time set
forth in the PET (the “Term”). Upon the expiration of the Term, the Service in
question will continue to be provided subject to termination by either party upon
thirty (30) days prior written notice to the other party. Customer shall be
liable for all charges associated with actual usage of the Service in question
during the Term and any extension thereof.


 


(B)           PET. The PET, as
subscribed to by the parties, shall set forth the Discount Schedule applicable
to Switched Service charges due under this Agreement, Customer’s Minimum
Monthly Commitment, if any, and other information necessary to provide the
Service under this Agreement.


 


(C)           Start of Service. WilTel’s
obligation to provide and Customer’s obligation to accept and pay for non-usage
sensitive charges for Service shall be binding to the extent provided for in this
Agreement upon the submission of an acceptable Service Request to WilTel by
Customer. Customer’s obligation to pay for usage sensitive charges for Switched
Services shall commence with respect to any Service as of the earlier of (i)
the “Requested Service Date” set forth in each Service Request, or (ii) the
date the Service in question is made available to Customer and used (“Start of
Service”). Start of Service for particular Services shall be further described
in the Service Schedule relevant to the Switched Service in question.


 


(D)          Service Schedules. Services
to be provided under this Agreement shall be described in the WilTel Service
Schedule which is subscribed to by authorized representatives of WilTel and


 


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Customer (collectively referred to as the “Service Schedules”). Each Service
Schedule shall become a part of this Agreement to the extent that it describes
the particular Services therefor, specific terms and other information necessary
or appropriate for WilTel to provide such Service(s) to Customer.


 


(E)           Service Requests. Customer’s
requests to initiate or cancel Services shall be described in an appropriate
WilTel Service Request (“Service Requests”). Service Requests may consist of machine
readable tapes, facsimiles or other means approved by WilTel. Further, Service
Requests shall specify all reasonable information, as determined by WilTel,
necessary or appropriate for WilTel to provide the Service(s) in question,
which shall include without limitation, the type, quantity and end point(s)
(when necessary) of circuits comprising a Service Interconnection as described
in the applicable Service Schedules, or automatic number identification (“ANI”)
information relevant to the Service(s), the Requested Service Date, and
charges, if any, relevant to the Services described in the Service Request. After
WilTel’s receipt and verification of a valid Service Request for SWITCHED
Service (as defined in the Service Schedule) requiring a change in the primary
interexchange carrier (“PIC”), WilTel agrees to (i) submit the ANI(s) relevant
to such Service Requests to the following local exchange carriers (“LECs”)
(with which WilTel currently has electronic interface capabilities) within ten (10)
days: Ameritech, Bell Atlantic, BellSouth, Nynex, Pacific Bell, Southwestern
Bell, US West, GTE and United, and (ii) submit the ANI(s) relevant to such
Service Requests to those LECs with which WilTel does not have electronic
interface capabilities within a reasonable time.


 


2.             Cancellation.


 


(A)          Cancellation Charge. At
any time after the Effective Date, Customer may cancel this Agreement if
Customer provides written notification thereof to WilTel not less than thirty
(30) days prior to the effective date of cancellation. In such case (or in the
event WilTel terminates this Agreement as provided in Section 8), Customer shall
pay to WilTel all charges for Service provided through the effective date of
such cancellation plus a cancellation charge (the “Cancellation Charge”) equal
to one hundred percent (100%) of the Minimum Monthly Commitment, if any, (as
described in the PET) that would have become due for the unexpired portion of
the Term.


 


(B)           Liquidated Damages. It
is agreed that WilTel’s damages in the event Customer cancels Service shall be
difficult or impossible to ascertain. The provision for a cancellation charge
in Subsection 2(A) above is intended, therefore, to establish liquidated
damages in the event of a cancellation and is not intended as a penalty.


 


(C)           Cancellation Without
Charge. Notwithstanding anything to the contrary contained in Subsection 2(A)
above, Customer may cancel this Agreement without incurring any cancellation
charge if (i) WilTel fails to provide a network as warranted in Section 9 below;
(ii) WilTel fails to deliver call detail records promptly based on the frequency
selected by Customer (i.e., monthly, weekly or daily); or (iii) WilTel fails to
submit ANI(s) relevant to such Service Requests to the LECs within the time
period described in Subsection 1(E) above. Provided, however, Customer must
give WilTel written notice of any such default and an opportunity to cure such
default within five (5) days of the notice. In the event WilTel fails to cure
any such default within the five-day period on more than three (3) occasions within
any six (6) month period, Customer may cancel this Agreement without incurring
any cancellation charge.


 


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3.             Customer’s End
Users.


 


(A)          End Users. Customer
will obtain and upon WilTel’s request provide WilTel (within two (2) business
days of the date of the request) a written Letter of Agency (“LOA”) acceptable
to WilTel [or with any other means approved by the Federal Communications
Commission (“FCC”)], for each ANI indicating the consent of the end users of Customer
(“End Users”) to be served by Customer and transferred (by way of change of
such End User’s designated PIC) to the WilTel network prior to order processing.
Each LOA will provide, among other things, that the End Users have consented to
the transfer being performed by Customer or Customer’s designee. When
applicable, Customer will be responsible for notifying End Users, in writing
(or by any other means approved by the FCC) that (i) a transfer charge will be
reflected on their LEC bill for effecting a change in their primary
interexchange carrier (“PIC”), (ii) the entity name under which their
interstate, intrastate and/or operator services will be billed (if different
from Customer), and (iii) the “primary” telephone number(s) to be used for maintenance
and questions concerning their long distance service and/or billing. Customer
agrees to send WilTel a copy of the documentation Customer uses to satisfy the
above requirements promptly upon request of WilTel. WilTel may change the
foregoing requirements for Customer’s confirming orders and/or for notifying
End Users regarding the transfer charge at any time in order to conform with applicable
FCC and state regulations. Provided, however, Customer will be solely
responsible for ensuring that the transfer of End Users to the WilTel network
conforms with applicable FCC and state regulations, including without
limitation, the regulations established by the FCC with respect to verification
of orders for long distance service generated by telemarketing as promulgated
in 47 C.F.R., Part 64, Subpart K, Section 64.1100 or any successor
regulation(s).


 


(B)           Transfer
Charges/Disputed Transfers. Customer agrees that it is responsible for (i) all
charges incurred by WilTel to change the PIC of End Users to the WilTel
network, (ii) all charges incurred by WilTel to change End Users back to their
previous PIC arising from disputed transfers to the WilTel network plus an
administrative charge equal to twenty percent (20%) of such charges, and (iii)
any other damages suffered by or awards against WilTel resulting from disputed transfers.


 


(C)           Excluded ANIs. WilTel
has the right to reject any ANI supplied by Customer for any of the following
reasons: (i) WilTel is not authorized to provide or does not provide long
distance services in the particular jurisdiction in which the ANI is located,
(ii) a particular ANI submitted by Customer is not in proper form, (iii) Customer
is not certified to provide long distance services in the jurisdiction in which
the ANI is located, (iv) Customer is in default of this Agreement, (v) Customer
fails to cooperate with WilTel in implementing reasonable verification
processes determined by WilTel to be necessary or appropriate in the conduct of
business, or (vi) any other circumstance reasonably determined by WilTel which
could adversely affect WilTel’s performance under this Agreement or WilTel’s general
ability to transfer its other customers or other end users to the WilTel
network, including without limitation, WilTel’s ability to electronically
effect PIC changes with the LECs. In the event WilTel rejects an ANI, WilTel
will notify Customer as soon as possible of its decision specifically
describing the rejected ANI and the reason(s) for rejecting that ANI, and will
not incur any further liability under this Agreement with regard to that ANI. Further,
any ANI requested by Customer for Switched Service may be deactivated by WilTel
if no Switched Service billings relevant thereto are generated in any three (3)
consecutive calendar month/billing periods. WilTel will be under no obligation
to accept ANIs within the three (3) full calendar month period preceding the
scheduled expiration of the Term.


 


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(D)          Records. Customer
will maintain documents and records (“Records”) supporting Customer’s re-sale
of Switched Service, including, but not limited to, appropriate and valid LOAs
from End Users for a period of not less than 12 months or such other longer period
as may be required by applicable law, rule or regulation. Customer shall
indemnify WilTel for any costs, charges or expenses incurred by WilTel arising
from disputed PIC selections involving Switched Service to be provided to
Customer for which Customer cannot produce an appropriate LOA relevant to the
ANI and PIC charge in question, or when WilTel is not reasonably satisfied that
the validity of a disputed LOA has been resolved.


 


(E)           Customer Service. Customer
will be solely responsible for billing the End Users and providing the End
Users with customer service. Customer agrees to immediately notify WilTel in
the event an End User notifies Customer of problems associated with the
Service, including without limitation, excess noise, echo, or loss of Service.


 


4.             CUSTOMER’S
RESPONSIBILITIES.


 


(A)          Expedite Charges. In
the event Customer requests expeditious Service and/or changes to Service
Orders and WilTel agrees to such request, WilTel will pass through the charges
assessed by any supplying parties (e.g., local access providers) involved at
the same rate to Customer. WilTel may further condition its performance of such
request upon Customer’s payment of additional charges to WilTel.


 


(B)           Fraudulent Calls. Customer
shall indemnify and hold WilTel harmless from all costs, expenses, claims or
actions arising from fraudulent calls of any nature which may comprise a
portion of the Service to the extent that the party claiming the call(s) in
question to be fraudulent is (or had been at the time of the call) an End User of
the Service through Customer or an end user of the Service through Customer’s
distribution channels. Customer shall not be excused from paying WilTel for
Service provided to Customer or any portion thereof on the basis that
fraudulent calls comprised a corresponding portion of the Service. In the event
WilTel discovers fraudulent calls being made (or reasonably believes fraudulent
calls are being made), nothing contained herein shall prohibit WilTel from
taking immediate action (without notice to Customer) that is reasonably
necessary to prevent such fraudulent calls from taking place, including without
limitation, denying Service to particular ANIs or terminating Service to or
from specific locations.


 


5.             CHARGES AND PAYMENT
TERMS.


 


(A)          Payment. WilTel
billings for Service are made on a monthly basis (or such other basis as may be
mutually agreed to by the parties) following Start of Service. Subject to
Subsection 5(D) below, Service shall be billed at the rates set forth on the
Pricing Exhibit executed by the parties and attached hereto and incorporated herewith,
and Service Requests, as the case may be. Discounts, if any, applicable to the
rates for certain Switched Services are set forth in the PET. Customer will pay
each WilTel invoice in full for Switched Service within thirty (30) days of the
invoice date set forth on each WilTel invoice to Customer (“DUE DATE”). If
payment is not received by WilTel on or before the Due Date, Customer shall
also pay a late fee in the amount of the lesser of one and one-half percent (1 1/2%)
of the unpaid balance of the Service charges per month or the maximum lawful
rate under applicable state law.


 


(B)           Definitions. Time of
day rate periods (including WilTel Recognized National Holidays) will be as
described in WilTel’s F.C.C. Tariff No. 5.


 


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(C)           Taxes. Customer
acknowledges and understands that WilTel computes all charges herein exclusive
of any applicable federal, state or local use, excise, gross receipts, sales
and privilege taxes, duties, fees or similar liabilities (other than general
income or property taxes), whether charged to or against WilTel or Customer because
of the Service furnished to Customer (“ADDITIONAL CHARGES”). Customer shall pay
such Additional Charges in addition to all other charges provided for herein.


 


(D)          Modification of
Charges. WilTel reserves the right to eliminate Service offerings and/or modify
charges for Service offerings (which charge modifications shall not exceed
then-current generally available WilTel charges for comparable services), upon
not less than sixty (60) days prior notice to Customer, which notice will state
the effective date for the charge modification. In the event WilTel notifies
Customer of an increase in the charges, Customer may terminate this Agreement,
without incurring a cancellation charge only with respect to the Service
offering affected by the increase in charges. In order to cancel that offering,
Customer must notify WilTel, in writing, at least thirty (30) days prior to the
effective date of the increase in charges. Further, in the event Customer cancels
its subscription to a Switched Service offering as described in this Subsection
5(D), WilTel and Customer agree to negotiate in good faith concerning Customer’s
Minimum Monthly Commitment, if any, described in the PET.


 


(E)           Billing Disputes. Notwithstanding
the foregoing, late fees shall apply (but shall not be due and payable for a
period of sixty (60) days following the Due Date therefor) for amounts
reasonably disputed by Customer, provided Customer: (i) pays all undisputed charges
on or before the Due Date, (ii) presents a written statement of any billing
discrepancies to WilTel in reasonable detail on or before the Due Date of the
invoice in question, and (iii) negotiates in good faith with WilTel for the
purpose of resolving such dispute within said sixty (60) day period. In the
event such dispute is resolved in favor of WilTel, Customer agrees to pay
WilTel the disputed amounts together with any applicable late fees within ten (10)
days of the resolution. In the event such dispute is resolved in favor of
Customer, Customer will receive a credit for the disputed charges in question
and the applicable late fees. In the event the dispute can not be resolved
within such sixty (60) day period (unless WilTel has agreed in writing to
extend such period) all disputed amounts together with late fees shall become
due and payable, and this provision shall not be construed to prevent Customer
from pursuing any available legal remedies. WilTel shall not be obligated to
consider any Customer notice of billing discrepancies which are received by WilTel
more than sixty (60) days following the Due Date of the invoice in question.


 


(F)           Suspension of
Service. In the event charges due pursuant to WilTel’s invoice are not paid in
full by the Due Date, WilTel shall have the right, after giving Customer ten
(10) days prior notice (in which case suspension may be effective as of the day
following the Due Date), to suspend all or any portion of the Service to
Customer (“SUSPENSION NOTICE”) until such time (designated by WilTel in its Suspension
Notice) as Customer has paid in full all charges then due to WilTel, including
any late fees. Following such payment, WilTel shall reinstitute Service to
Customer only when Customer provides WilTel with satisfactory assurance of
Customer’s ability to pay for Service (i.e., a deposit, letter of credit or
other means acceptable to WilTel) and Customer’s advance payment of the cost of
reinstituting Service. If Customer fails to make the required payment by the
date set forth in the Suspension Notice, Customer will be deemed to have canceled
the Service suspended effective as of the date of suspension. Such cancellation
shall not relieve Customer for payment of applicable cancellation charges as
described in Section 2.


 


6.             CREDIT: Customer’s
execution of this Agreement signifies Customer’s acceptance of WilTel’s initial
and continuing credit approval procedures and policies. WilTel reserves the
right to withhold


 


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initiation or full implementation of Service under this Agreement
pending WilTel’s initial satisfactory credit review and approval thereof which
may be conditioned upon terms specified by WilTel, including, but not limited
to, security for payments due hereunder in the form of a cash deposit or other means.
WilTel reserves the right to modify its requirements, if any, with respect to
any security or other assurance provided by Customer for payments due hereunder
in light of Customer’s actual usage when compared to projected usage levels
upon which any security or assurance requirement was based.


 


7.             CREDITWORTHINESS:  If at anytime there is a material adverse
change in Customer’s creditworthiness, then in addition to any other remedies
available to WilTel, WilTel may elect, in its sole discretion, to exercise one
or more of the following remedies: (i) cause Start of Service for Service
described in a previously executed Service Request to be withheld; (ii) cease
providing Service pursuant to a Suspension Notice; (iii) decline to accept a
Service Request or other requests from Customer to provide Service which WilTel
may otherwise be obligated to accept and/or (iv) condition its provision of
Service or acceptance of a Service Request on Customer’s assurance of payment
which shall be a deposit or such other means to establish reasonable assurance
of payment. An adverse material change in Customer’s creditworthiness shall include,
but not be limited to: (i) Customer’s default of its obligations to WilTel
under this or any other agreement with WilTel; (ii) failure of Customer to make
full payment of charges due hereunder on or before the Due Date on three (3) or
more occasions during any period of twelve (12) or fewer months or Customer’s
failure to make such payment on or before the Due Date in any two (2)
consecutive months; (iii) acquisition of Customer (whether in whole or by majority
or controlling interest) by an entity which is insolvent, which is subject to
bankruptcy or insolvency proceedings, which owes past due amounts to WilTel or
any entity affiliated with WilTel or which is a materially greater credit risk
than Customer; or, (iv) Customer’s being subject to or having filed for bankruptcy
or insolvency proceedings or the legal insolvency of Customer.


 


8.             REMEDIES FOR BREACH.
In the event Customer is in breach of this Agreement, including without
limitation, failure to pay charges due hereunder by the date stated in the
Suspension Notice described in Subsection 5(F), WilTel shall have the right,
after giving Customer five (5) days prior notice, and in addition to
foreclosing any security interest WilTel may have, to (i) terminate this
Agreement; (ii) withhold billing information from Customer; and/or (iii)
contact the End Users (for whom calls are originated and terminated solely over
facilities comprising the WilTel network) directly and bill such End Users
directly until such time as WilTel has been paid in full for the amount owed by
Customer. If Customer fails to make payment by the date stated in the
Suspension Notice and WilTel, after giving Customer five (5) days prior notice,
terminates this Agreement as provided in this Section 8, such termination shall
not relieve Customer for payment of applicable cancellation charges as
described in Section 2 above.


 


9.             WARRANTY. WilTel
will use reasonable efforts under the circumstances to maintain its overall
network quality. The quality of Service provided hereunder shall be consistent
with telecommunications common carrier industry standards, government
regulations and sound business practices. WILTEL MAKES NO OTHER WARRANTIES
ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE,


 


10.           LIABILITY; GENERAL
INDEMNITY; REIMBURSEMENT.


 


(A)          Limited Liability. IN
NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING
WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS, LOSS OF
GOODWILL OR


 


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LOSS OF PROFITS ARISING IN ANY MANNER FROM THIS AGREEMENT AND THE PERFORMANCE
OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.


 


(B)           General Indemnity. In
the event parties other than Customer (e.g., Customer’s End Users) shall have
use of the Service through Customer, then Customer agrees to forever indemnify
and hold WilTel, its affiliated companies and any third-party provider or
operator of facilities employed in provision of the Service harmless from and against
any and all claims, demands, suits, actions, losses, damages, assessments or
payments which those parties may assert arising out of or relating to any
defect in the Service.


 


(C)           Reimbursement. Customer
agrees to reimburse WilTel for all reasonable costs and expenses incurred by
WilTel due to WilTel’s direct participation (either as a party or witness) in
any administrative, regulatory or criminal proceeding concerning Customer if
WilTel’s involvement in said proceeding is based solely on WilTel’s provision
of Services to Customer.


 


11.           FORCE MAJEURE. If
WilTel’s performance of this Agreement or any obligation hereunder is
prevented, restricted or interfered with by causes beyond its reasonable
control including, but not limited to, acts of God, fire, explosion, vandalism,
cable cut, storm or other similar occurrence, any law, order, regulation,
direction, action or request of the United States government, or state or local
governments, or of any department, agency, commission, court, bureau,
corporation or other instrumentality of any one or more such governments, or of
any civil or military authority, or by national emergency, insurrection, riot,
war, strike, lockout or work stoppage or other labor difficulties, or supplier
failure, shortage, breach or delay, then WilTel shall be excused from such
performance on a day-to-day basis to the extent of such restriction or
interference. WilTel shall use reasonable efforts under the circumstances to
avoid or remove such causes or nonperformance and shall proceed to perform with
reasonable dispatch whenever such causes are removed or cease.


 


12.           STATE CERTIFICATION.
Customer warrants that in all jurisdictions in which it provides long distance
services that require certification, it has obtained the necessary
certification from the appropriate governmental authority. Further, if required
by WilTel, Customer agrees to provide proof of such certification acceptable to
WilTel. In the event Customer is prohibited, either on a temporary or permanent
basis, from conducting its telecommunications operations in a given state,
Customer shall (i) immediately notify WilTel by facsimile, and (ii) send
written notice to WilTel within twenty-four (24) hours of such prohibition.


 


13.           INTERSTATE/INTRASTATE
SERVICE. Except with respect to Switched Service specifically designated as
intrastate Service or international Service, the rates provided to Customer in
a Service Schedule are applicable only to Switched Service if such Service is
used for carrying interstate telecommunications (i.e., Service subject to FCC
jurisdiction). WilTel shall not be obligated to provide Switched Service with
end points within a single state or Switched Service which
originates/terminates at points both of which are situated within a single
state. In those states where WilTel is authorized to provide intrastate service
(i.e., telecommunications transmission services subject to the jurisdiction of
state regulatory authorities), WilTel will, at its option, provide intrastate
Service pursuant to applicable state laws, regulations and applicable tariff,
if any, filed by WilTel with state regulatory authorities as required by
applicable law.


 


14.           AUTHORIZED USE OF
WILTEL NAME. Without WilTel’s prior written consent, Customer shall not (i)
refer to itself as an authorized representative of WilTel whenever it refers to
the Services in promotional, advertising or other materials, or (ii) use WilTel’s
logos, trade marks, service marks, or any variations thereof in any of its
promotional, advertising or other materials. Additionally, Customer shall
provide to WilTel for its prior review and written approval, all promotions,
advertising or other


 


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materials or activity using or displaying WilTel’s name or the Services
to be provided by WilTel. Customer agrees to change or correct, at Customer’s expense,
any such material or activity which WilTel, in its sole judgment, determines to
be inaccurate, misleading or otherwise objectionable. Customer is explicitly
authorized to only use the following statements in its sales literature: (i) “Customer
utilizes the WilTel network”, (ii) “Customer utilizes WilTel’s facilities” (iii)
“WilTel provides only the network facilities”, and (iv) “WilTel is our network
services provider”.


 


15.           NOTICES. Notices
under this Agreement shall be in writing and delivered to the person identified
below at the offices of the parties as they appear below or as otherwise
provided for by proper notice hereunder. Customer shall notify WilTel in
writing if Customer’s billing address is different than the address shown below.
The effective date for any notice under this Agreement shall be the date of
actual receipt of such notice by the appropriate party, notwithstanding the
date of mailing.


 


	
  IF TO WILTEL:

  	
  WilTel, Inc.

  	
   

  	
  IF TO CUSTOMER:

  	
  McLeod Telemanagement, Inc.

  
	
   

  	
  One Williams Center, 28th Flr

  	
   

  	
   

  	
  221 3rd Ave. S.E.

  
	
   

  	
  Tulsa, OK 74172

  	
   

  	
   

  	
  Cedar Rapids, IA 52401

  
	
   

  	
  Attn:      Carrier Sales Dept.

  	
   

  	
   

  	
  Attn:    Kirk E. Kaalberg 

  



 


16.           NO-WAIVER. No term
or provision of this Agreement shall be deemed waived and no breach or default
shall be deemed excused unless such waiver or consent shall be in writing and
signed by the party claimed to have waived or consented. A consent to waiver of
or excuse for a breach or default by either party, whether express or implied,
shall not constitute a consent to, waiver of, or excuse for any different or
subsequent breach or default.


 


17.           PARTIAL INVALIDITY;
GOVERNMENT ACTION.


 


(A)          Partial Invalidity. If
any part of any provision of this Agreement or any other agreement, document or
writing given pursuant to or in connection with this Agreement shall be invalid
or unenforceable under applicable law, rule or regulation, that part shall be
ineffective to the extent of such invalidity only, without in any way affecting
the remaining parts of that provision or the remaining provisions of this
Agreement. In such event, Customer and WilTel will negotiate in good faith with
respect to any such invalid or unenforceable part to the extent necessary to
render such part valid and enforceable.


 


(B)           Goverment Action. Upon
thirty (30) days prior notice, either party shall have the right, without
liability to the other, to cancel an affected portion of the Service if any
material rate or term contained herein and relevant to the affected Service is
substantially changed (to the detriment of the terminating party) or found to
be unlawful or the relationship between the parties hereunder is found to be
unlawful by order of the highest court of competent jurisdiction to which the
matter is appealed, the FCC, or other local, state or federal government
authority of competent jurisdiction.


 


18.           EXCLUSIVE REMEDIES. Except
is otherwise specifically provided for herein, the remedies set forth in this
Agreement comprise the exclusive remedies available to either party at law or
in equity.


 


19.           USE OF SERVICE. Upon
WilTel’s acceptance of a Service Request hereunder, WilTel will provide the
Service specified therein to Customer upon condition that the Service shall not
be used for any unlawful purpose. The provision of Service will not create a
partnership or joint venture between the parties or result in a joint communications
service offering to any third parties, and WilTel and Customer agree that this
Agreement, to the extent it is subject to FCC regulation, is an inter-carrier
agreement


 


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which is not subject to the filing requirements of Section 211(a) of
the Communications Act of 1934 (47 U.S.C. Section 211(a)) as implemented in 47
C.F.R. Section 43-51.


 


20.           CHOICE OF LAWS;
FORUM.


 


(A)          Law. This Agreement
shall be construed under the laws of the State of Oklahoma without regard to
choice of law principles.


 


(B)           Forum. Any legal
action or proceeding with respect to this Agreement may be brought in the
Courts of the State of Oklahoma in and for the County of Tulsa or the United
States of America for the Northern District of Oklahoma. By execution of this
Agreement, both Customer and WilTel hereby submit to such jurisdiction, hereby expressly
waiving whatever rights may correspond to either of them by reason of their
present or future domicile. In furtherance of the foregoing, Customer and
WilTel hereby agree to service by U.S. Mail at the notice addresses referenced
in Section 15. Such service shall be deemed effective upon the earlier of
actual receipt or seven (7) days following the date of posting.


 


21.           PROPRIETARY INFORMATION.


 


(A)          Confidential
Information. The parties understand and agree that the terms and conditions of
this Agreement, all documents referenced (including invoices to Customer for
Service provided hereunder) herein, communications between the parties regarding
this Agreement or the Service to be provided hereunder (including price quotes
to Customer for any Service proposed to be provided or actually provided
hereunder), as well as such information relevant to any other agreement between
the parties (COLLECTIVELY “CONFIDENTIAL INFORMATION”), are confidential as
between Customer and WilTel.


 


(B)           Limited Disclosure. A
party shall not disclose Confidential Information unless subject to discovery
or disclosure pursuant to legal process, or to any other party other than the
directors, officers, and employees of a party or a party’s agents including
their respective brokers, lenders, insurance carriers or bona fide prospective
purchasers who have specifically agreed in writing to nondisclosure of the
terms and conditions hereof. Any disclosure hereof required by legal process
shall only be made after providing the non-disclosing party with notice thereof
in order to permit the non-disclosing party to seek an appropriate protective
order or exemption. Violation by a party or its agents of the foregoing provisions
shall entitle the non-disclosing party, at its option, to obtain injunctive
relief without a showing of irreparable harm or injury and without bond.


 


(C)           Press Releases. The
parties further agree that any press release, advertisement or publication
generated by a party regarding this Agreement, the Service provided hereunder
or in which a party desires to mention the name of the other party or the other
party’s parent or affiliated company(ies), will be submitted to the non-publishing
party for its written approval prior to publication.


 


(D)          Survival of
Confidentiality. The provisions of this Section 21 will be effective as of the
date of this Agreement and remain in full force and effect for a period which
will be the longer of (i) one (1) year following the date of this Agreement, or
(ii) one (1) year from the termination of all Service hereunder.


 


22.           SUCCESSORS AND
ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors or assigns, provided,
however, that Customer shall not


 


9

















 


assign or transfer its rights or obligations under this Agreement
without the prior written consent of WilTel, which consent shall not be
unreasonably withheld, and further provided that any assignment or transfer
without such consent shall be void.


 


23.           GENERAL.


 


(A)          Survival of Terms. The
terms and provisions contained in this Agreement that by their sense and context
are intended to survive the performance thereof by the parties hereto shall so
survive the completion of performance and termination of this Agreement, including,
without limitation, provisions for indemnification and the making of any and
all payments due hereunder.


 


(B)           Headings. Descriptive
headings in this Agreement are for convenience only and shall not affect the
construction of this Agreement.


 


(C)           Industry Terms. Words
having well-known technical or trade meanings shall be so construed, and all
listings of items shall not be taken to be exclusive, but shall include other
items, whether similar or dissimilar to those listed, as the context reasonably
requires.


 


(D)          Rule of Construction.
No rule of construction requiring interpretation against the drafting party
hereof shall apply in the interpretation of this Agreement.


 


24.           ENTIRE AGREEMENT. This
Agreement consists of (i) all the terms and conditions contained herein, and,
(ii) all documents incorporated herein specifically by reference. This Agreement
constitutes the complete and exclusive statement of the understandings between
the parties and supersedes all proposals and prior agreements (oral or written)
between the parties relating to Service provided hereunder. No subsequent
agreement between the parties concerning the Service shall be effective or
binding unless it is made in writing and subscribed to by authorized
representatives of Customer and WilTel.


 


IN WITNESS WHEREOF, the parties have executed this Telecommunications Services
Agreement on the date first written above.


 


	
  WILTEL INC.

  	
  MCLEOD TELEMANAGEMENT, INC.

  
	
   

  
	
  BY:

  	
  [SIG]

  	
   

  	
  [SIG]

  	
   

  
	
   

  	
  (SIGNATURE)

  	
   

  	
  (SIGNATURE)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Robert Brejcha

  	
   

  	
  Kirk E. Kaalberg

  	
   

  
	
   

  	
  (PRINT NAME)

  	
   

  	
  (PRINT NAME)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director Carrier Sales

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
  (TITLE)

  	
   

  	
  (TITLE)

  	
   

  



 


10

















 


PORTIONS OF THIS EXHIBIT FOR WHICH 


CONFIDENTIAL TREATMENT HAS BEEN 


GRANTED ARE MARKED BY BRACKETS [   ].


 


WILMAX


 


PRICING EXHIBIT


 


[CARRIER]


 


This Pricing Exhibit is made as of the 14th day of March, 1994, by and between
WilTel, Inc. (“WilTel”) and McLeod Telemanagement, Inc. (“Customer”) and is
part of their agreement for switched services, identified as TSA#MCL-940211
(the “Agreement”).


 


A.            TERMINATION SERVICE


 


INTERSTATE RATES PER MINUTE


 


[   ] Day, [   ] Nonday within the 48
contiguous United States except with respect to termination in the Supersaver
LATAs listed below.


 


INTERSTATE EXTENDED RATES PER MINUTE


 


[   ] Day, [   ] Nonday from the 48
contiguous United States to Hawaii, Alaska, Puerto Rico and the United States
Virgin Islands.


 


INTERSTATE SUPERSAVER RATES PER MINUTE


 


[   ] Day, [   ]  Nonday. These rates are only available and
only apply to Interstate TERMINATION Service calls to the following Supersaver LATAs
set forth below (i.e., Intrastate TERMINATION Service calls will not be subject
to Supersaver Rates):


 


Atlanta, GA (LATA 438) 


Boston, MA (LATA 128) 


Chicago, IL (LATA 358) 


Dallas, TX (LATA 552) 


Denver, CO (LATA 656) 


Houston, TX (LATA 560) 


Kansas City, MO (LATA 524) 


Las Vegas, NV (LATA 721) 


Los Angeles, CA (LATA 730) 


Miami, FL (LATA 460) 


Minneapolis, MN (LATA 628) 


New York, NY (LATA 132) 


Newark, NJ (LATA 224) 


Philadelphia, PA (LATA 228) 


St. Louis, MO (LATA 520) 


San Francisco, CA (LATA 722) 


Seattle, WA (LATA 674) 


Washington, DC (LATA 236)


 


INTRASTATE RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]


 


Intrastate charges for calls and directory assistance shall be accordance
with WilTel’s tariffed rates for WilMAX Extended Network Termination Service.


 


11

















 


CANADA RATES (1+) [NOT SUBJECT TO DISCOUNT]


 


	
  Metro Area or NPA

  	
   

  	
  Rate Period

  	
   

  	
  1st 30 Sec.

  	
   

  	
  Add’l 6 Sec.

  	
   

  
	
  Montreal

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Ottawa

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Toronto

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Vancouver

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Guelph, Hamilton, London,

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Kitchner

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  NPA 416, 514, 519, 613,

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  819

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  All other areas

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  



 


MEXICO RATES (1+) [NOT SUBJECT TO DISCOUNT]


 


	
  Band*

  	
   

  	
  Rate Period

  	
   

  	
  Rate

  	
   

  
	
  Band 1

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 2

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 3

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 4

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 5

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 6

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 7

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 8

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  



 






* As defined in WilTel’s F.C.C. Tariff No. 2.


 


12

















 


B.            800 ORIGINATION
SERVICE


 


INTERSTATE RATES PER MINUTE


 


[   ] Day, [   ] Nonday within the 48
contiguous United States.


 


INTERSTATE EXTENDED RATES PER MINUTE


 


[   ] Day, [   ] Nonday from Alaska to
the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from Hawaii to
the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from Puerto Rico
and the United States Virgin Islands to the 48 contiguous United States.


 


CANADA RATES [NOT SUBJECT TO DISCOUNT]


 


[   ] Day, [   ] Nonday from all
locations in Canada to the 48 contiguous United States.


 


INTRASTATE SERVICE RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]


 


Intrastate charges for calls shall be in accordance with WilTel’s tariffed
rates for WilMAX Extended Network 800 Service.


 


C.            SWITCHED SERVICE


 


INTERSTATE (1+ AND 800) RATES PER MINUTE


 


[   ] Day, [   ] Nonday within the 48
contiguous United States.


 


INTERSTATE (1+) EXTENDED RATES PER MINUTE


 


[   ] Day, [   ] Nonday from the 48
contiguous United States to Alaska, Hawaii, Puerto Rico and the United States
Virgin Islands.


 


INTERSTATE (800) EXTENDED RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]


 


[   ] Day, [   ] Nonday from Alaska to
the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from Hawaii to
the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from Puerto Rico
to the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from the United
States Virgin Islands to the 48 contiguous United States.


 


CANADA RATES (800) [NOT SUBJECT TO DISCOUNT]


 


[   ] Day, [   ] Nonday from all
locations in Canada to the 48 contiguous United States.


 


13

















 


CANADA RATES (1+) [NOT SUBJECT TO DISCOUNT]


 


	
  Metro Area or NPA

  	
   

  	
  Rate Period

  	
   

  	
  1st 30 Sec.

  	
   

  	
  Add’l 6 Sec.

  	
   

  
	
  Montreal

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Ottawa

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Toronto

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Vancouver

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Guelph, Hamilton, London,

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Kitchner

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  NPA 416, 514, 519, 613,

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  819

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  All other areas

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  



 


MEXICO RATES (1+) [NOT SUBJECT TO DISCOUNT]


 


	
  Band*

  	
   

  	
  Rate Period

  	
   

  	
  Rate

  	
   

  
	
  Band 1

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 2

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 3

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 4

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 5

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 6

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 7

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 8

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  



 






* As defined in WilTel’s F.C.C. Tariff No. 2.


 


14

















 


WILTEL’S TARIFFED INTRASTATE RATES PER MINUTE (1+ AND 800) (SUBJECT TO
CHANGE BY WILTEL) [NOT SUBJECT TO DISCOUNT]


 


	
  State

  	
   

  	
  Rate

  	
   

  	
  State

  	
   

  	
  Rate

  	
   

  	
  State

  	
   

  	
  Rate

  	
   

  	
  State

  	
   

  	
  Rate

  	
   

  
	
  AL

  	
   

  	
  [   ]

  	
   

  	
  IN

  	
   

  	
  [   ]

  	
   

  	
  NH

  	
   

  	
  [   ]

  	
   

  	
  SC

  	
   

  	
  [   ]

  	
   

  
	
  AR

  	
   

  	
  [   ]

  	
   

  	
  KS

  	
   

  	
  [   ]

  	
   

  	
  NJ

  	
   

  	
  [   ]

  	
   

  	
  SD

  	
   

  	
  [   ]

  	
   

  
	
  AZ

  	
   

  	
  [   ]

  	
   

  	
  KY

  	
   

  	
  [   ]

  	
   

  	
  NM

  	
   

  	
  [   ]

  	
   

  	
  TN

  	
   

  	
  [   ]

  	
   

  
	
  CA

  	
   

  	
  [   ]

  	
   

  	
  LA

  	
   

  	
  [   ]

  	
   

  	
  NY

  	
   

  	
  [   ]

  	
   

  	
  TX

  	
   

  	
  [   ]

  	
   

  
	
  CO

  	
   

  	
  [   ]

  	
   

  	
  MA

  	
   

  	
  [   ]

  	
   

  	
  NC

  	
   

  	
  [   ]

  	
   

  	
  UT

  	
   

  	
  [   ]

  	
   

  
	
  CT

  	
   

  	
  [   ]

  	
   

  	
  MD

  	
   

  	
  [   ]

  	
   

  	
  ND

  	
   

  	
  [   ]

  	
   

  	
  VA

  	
   

  	
  [   ]

  	
   

  
	
  DE

  	
   

  	
  [   ]

  	
   

  	
  MI

  	
   

  	
  [   ]

  	
   

  	
  NV

  	
   

  	
  [   ]

  	
   

  	
  VT

  	
   

  	
  [   ]

  	
   

  
	
  FL

  	
   

  	
  [   ]

  	
   

  	
  MN

  	
   

  	
  [   ]

  	
   

  	
  OH

  	
   

  	
  [   ]

  	
   

  	
  WA

  	
   

  	
  [   ]

  	
   

  
	
  GA

  	
   

  	
  [   ]

  	
   

  	
  MO

  	
   

  	
  [   ]

  	
   

  	
  OK

  	
   

  	
  [   ]

  	
   

  	
  WI

  	
   

  	
  [   ]

  	
   

  
	
  IA

  	
   

  	
  [   ]

  	
   

  	
  MS

  	
   

  	
  [   ]

  	
   

  	
  OR

  	
   

  	
  [   ]

  	
   

  	
  WV

  	
   

  	
  [   ]

  	
   

  
	
  ID

  	
   

  	
  [   ]

  	
   

  	
  MT

  	
   

  	
  [   ]

  	
   

  	
  PA

  	
   

  	
  [   ]

  	
   

  	
  WY

  	
   

  	
  [   ]

  	
   

  
	
  IL

  	
   

  	
  [   ]

  	
   

  	
  NE

  	
   

  	
  [   ]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D.            DEDICATED ACCESS
SERVICE


 


INTERSTATE (1+ AND 800) RATES PER MINUTE


 


[   ] Day, [   ] Nonday within the 48
contiguous United States.


 


INTERSTATE (1+) EXTENDED RATES PER MINUTE


 


[   ] Day, [   ] Nonday from the 48
contiguous United States to Alaska, Hawaii, Puerto Rico and the United States
Virgin Islands.


 


INTERSTATE (800) EXTENDED RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]


 


[   ] Day, [   ] Nonday calls from Alaska
to the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from Hawaii to
the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from Puerto Rico
to the 48 contiguous United States.


 


[   ] Day, [   ] Nonday from the United
States Virgin Islands to the 48 contiguous United States.


 


CANADA RATES (800) [NOT SUBJECT TO DISCOUNT]


 


[   ] Day, [   ] Nonday from all
locations in Canada to the 48 contiguous United States.


 


15

















 


CANADA RATES (1+) [NOT SUBJECT TO DISCOUNT]


 


	
  Metro Area or NPA

  	
   

  	
  Rate Period

  	
   

  	
  1st 30 Sec.

  	
   

  	
  Add’l 6 Sec.

  	
   

  
	
  Montreal

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Ottawa

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Toronto

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Vancouver

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Guelph, Hamilton, London,

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  Kitchner

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  NPA 416, 514, 519, 613,

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  819

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
  All other areas

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  	
   

  



 


MEXICO RATES (1+) [NOT SUBJECT TO DISCOUNT]


 


	
  Band*

  	
   

  	
  Rate Period

  	
   

  	
  Rate

  	
   

  
	
  Band 1

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 2

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 3

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 4

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 5

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 6

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 7

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  
	
  Band 8

  	
   

  	
  Day

  	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  Nonday

  	
   

  	
  [   ]

  	
   

  



 






* As defined in WilTel’s F.C.C. Tariff No. 2.


 


16

















 


WILTEL’S TARIFFED INTRASTATE RATES PER MINUTE (1+ AND 800) (SUBJECT TO
CHANGE BY WILTEL) [NOT SUBJECT TO DISCOUNT]


 


	
  STATE

  	
   

  	
  RATE

  	
   

  	
  STATE

  	
   

  	
  RATE

  	
   

  	
  STATE

  	
   

  	
  RATE

  	
   

  	
  STATE

  	
   

  	
  RATE

  	
   

  
	
  AL

  	
   

  	
  [   ]

  	
   

  	
  IN

  	
   

  	
  [   ]

  	
   

  	
  NH

  	
   

  	
  [   ]

  	
   

  	
  SC

  	
   

  	
  [   ]

  	
   

  
	
  AR

  	
   

  	
  [   ]

  	
   

  	
  KS

  	
   

  	
  [   ]

  	
   

  	
  NJ

  	
   

  	
  [   ]

  	
   

  	
  SD

  	
   

  	
  [   ]

  	
   

  
	
  AZ

  	
   

  	
  [   ]

  	
   

  	
  KY

  	
   

  	
  [   ]

  	
   

  	
  NM

  	
   

  	
  [   ]

  	
   

  	
  TN

  	
   

  	
  [   ]

  	
   

  
	
  CA

  	
   

  	
  [   ]

  	
   

  	
  LA

  	
   

  	
  [   ]

  	
   

  	
  NY

  	
   

  	
  [   ]

  	
   

  	
  TX

  	
   

  	
  [   ]

  	
   

  
	
  CO

  	
   

  	
  [   ]

  	
   

  	
  MA

  	
   

  	
  [   ]

  	
   

  	
  NC

  	
   

  	
  [   ]

  	
   

  	
  UT

  	
   

  	
  [   ]

  	
   

  
	
  CT

  	
   

  	
  [   ]

  	
   

  	
  MD

  	
   

  	
  [   ]

  	
   

  	
  ND

  	
   

  	
  [   ]

  	
   

  	
  VA

  	
   

  	
  [   ]

  	
   

  
	
  DE

  	
   

  	
  [   ]

  	
   

  	
  MI

  	
   

  	
  [   ]

  	
   

  	
  NV

  	
   

  	
  [   ]

  	
   

  	
  VT

  	
   

  	
  [   ]

  	
   

  
	
  FL

  	
   

  	
  [   ]

  	
   

  	
  MN

  	
   

  	
  [   ]

  	
   

  	
  OH

  	
   

  	
  [   ]

  	
   

  	
  WA

  	
   

  	
  [   ]

  	
   

  
	
  GA

  	
   

  	
  [   ]

  	
   

  	
  MO

  	
   

  	
  [   ]

  	
   

  	
  OK

  	
   

  	
  [   ]

  	
   

  	
  WI

  	
   

  	
  [   ]

  	
   

  
	
  IA

  	
   

  	
  [   ]

  	
   

  	
  MS

  	
   

  	
  [   ]

  	
   

  	
  OR

  	
   

  	
  [   ]

  	
   

  	
  WV

  	
   

  	
  [   ]

  	
   

  
	
  ID

  	
   

  	
  [   ]

  	
   

  	
  MT

  	
   

  	
  [   ]

  	
   

  	
  PA

  	
   

  	
  [   ]

  	
   

  	
  WY

  	
   

  	
  [   ]

  	
   

  
	
  IL

  	
   

  	
  [   ]

  	
   

  	
  NE

  	
   

  	
  [   ]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


E.             TRAVEL CARD SERVICE


 


INTERSTATE SERVICE RATES PER MINUTE


 


[   ] Day, [   ] Nonday within the 48
contiguous United States.


 


Note: All TRAVEL CARD Service calls (other than Directory Assistance calls)
are subject to a $0.25 surcharge per call.


 


INTRASTATE TRAVEL CARD SERVICE RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]


 


Intrastate charges for calls shall be in accordance with the applicable
intrastate SWITCHED Service rate plus a $0.25 surcharge per call.


 


CANADA RATES PER MINUTE [NOT SUBJECT TO DISCOUNT]


 


[   ] Day, [   ] NonDay for calls originating
in the 48 contiguous United States and terminating in Canada


 


17

















 


F.             DIRECTORY
ASSISTANCE SERVICE


 


INTERSTATE RATE PER CALL: $0.50


 


WILTEL’S TARIFFED INTRASTATE RATE PER CALL (SUBJECT TO CHANGE BY WILTEL)
[NOT SUBJECT TO DISCOUNT]: $0.60.


 


G.            INTERNATIONAL
SERVICE [NOT SUBJECT TO DISCOUNT]


 


See attached Schedule of applicable WilMAX International Rates.


 


IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS PRICING EXHIBIT ON THE
DATE FIRST WRITTEN ABOVE.


 


	
  WILTEL INC.

  	
   

  	
  MCLEOD TELEMANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  [SIG]

  	
   

  	
  [SIG]

  
	
   

  	
  (SIGNATURE)

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Robert Brejcha

  	
   

  	
  Kirk E. Kaalberg

  
	
   

  	
  (PRINT NAME)

  	
   

  	
  (PRINT NAME)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director Carrier Sales

  	
   

  	
  Senior Vice President

  
	
   

  	
  (TITLE)

  	
   

  	
  (TITLE)

  



 


18

















 


PORTIONS OF THIS EXHIBIT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN GRANTED
ARE MARKED BY BRACKETS [  ].


 


WILMAX


 


SERVICE SCHEDULE


 


[CARRIER]


 


This Service Schedule is made as        
of the day of March, 1994, by and between WilTel, Inc. (“WILTEL”) and McLeod
Telemanagement, Inc, (“CUSTOMER”) and is a part of their agreement for switched
services, identified as TSA#MCL-940211 (“THE AGREEMENT”). Neither Customer nor
WilTel shall be obligated with respect to the Service described below, nor any
other condition of Service until Customer has submitted and WilTel has accepted
a Service Request with respect to the particular Services.


 


1.             WILMAX SERVICES:
During the Service Term of the Agreement, WilTel will provide the following
Services (all as more particularly described herein), (i) to and from the
locations below, (ii) for the charges set forth in the Pricing Exhibit dated
concurrently herewith, and (iii) subject to the Discount Schedule set forth in
the Program Enrollment Terms:


 


(a)           WilMAX Extended
Network Termination Service (“TERMINATION Service”) which is WilTel’s
termination of calls received from Customer’s Service Interconnection(s).


 


(b)           WilMAX Extended
Network 800 Service (“800 ORIGINATION Service”) which is the origination of
calls by WilTel and the termination of such calls to Customer’s Service
Interconnection(s).


 


(c)           WilMAX Switched
Access Service (“SWITCHED Service”) which is the origination and termination of
calls solely over facilities comprising the WilTel network.


 


(d)           WilMAX Dedicated
Access Service (“DEDICATED ACCESS Service”) which is the origination and
termination of calls solely over facilities comprising the WilTel network.


 


(e)           WilMAX TRAVEL CARD
Service (“TRAVEL CARD Service”) which is the origination and termination of
calls solely over facilities comprising the WilTel network.


 


2.             START OF SERVICE:


 


(a)           Start of Service for
TERMINATION Service will occur concurrently with the activation of each circuit
comprising Service Interconnections relevant to WilTel TERMINATION Service.


 


(b)           Start of Service for
800 ORIGINATION Service will occur concurrently with the activation of each
circuit comprising Service Interconnections relevant to 800 ORIGINATION
Service.


 


(c)           Start of Service for
SWITCHED Service will occur on (i) an ANI by ANI basis concurrently with the
activation of each ANI to be served, and (ii) an 800 Number by 800 Number basis
concurrently with the activation of each 800 Number.


 


(d)           Start of Service for
DEDICATED ACCESS Service will occur concurrently with the activation of each
circuit comprising Service Interconnections relevant to DEDICATED ACCESS
Service.


 


19

















 


(e)           Start of Service for
TRAVEL CARD Service will occur on a Code by Code basis concurrently with the
activation of each Code.


 


3.             SERVICE INTERCONNECTIONS – TERMINATION SERVICE AND 800
ORIGINATION SERVICE:


 


(a)           In order to utilize
TERMINATION Service and 800 ORIGINATION Service, one or more full time
dedicated connections between Customer’s network and the WilTel network at one
or more WilTel designated locations (“WILTEL POP”) must be established (“Service
Interconnection(s)”). Each Service Interconnection shall be comprised of one or
more DS-1 circuits.


 


(b)           The circuit(s)
comprising each Service Interconnection to a WilTel POP shall be requested by
Customer on the appropriate WilTel Service Request. Each Service Request for
TERMINATION Service or 800 Origination Service will describe (among other
things) the WilTel POP to which a Service Interconnection is to be established,
the Requested Service Date therefor, the type and quantity of circuits
comprising the Service Interconnection and any charges and other information
relevant thereto, such as, Customer’s terminating or originating switch
location, as the case may be. Such additional information may be obtained from
Customer or gathered by WilTel and recorded in Technical Information Sheets
provided by WilTel.


 


(c)           Once ordered, and
unless otherwise provided for in this Agreement, Service Interconnections or
the circuits comprising each Service Interconnection may only be canceled by
Customer upon not less than thirty (30) days prior written notice to WilTel.


 


(d)           Absent the automatic
number identification (“ANI”) of the calling party, Customer shall provide
WilTel with a written certification (“THE CERTIFICATION”) of the percentage of
interstate (including international) and intrastate minutes of use relevant to
the minutes of traffic to be terminated in the same state in which the WilTel POP
is located to which the Service Interconnection is made. This Certification
shall be provided by Customer prior to Start of Service for any Service
Interconnection and may be modified from time to time by Customer and subject
to recertification upon the request of WilTel which requests shall not be made
unilaterally by WilTel more than once each calendar quarter. Any such
modification(s) or Certification(s) shall be effective as of the first day of
any calendar month and following at least forty-five (45) days notice from
Customer. In the event Customer fails to make such Certification, the relevant
minutes of use will be deemed to be subject to the Intrastate Rates provided
for in the Pricing Exhibit. In the event WilTel or any other third party
requires an audit of WilTel’s interstate/intrastate minutes of traffic,
Customer agrees to cooperate in such audit at its expense and make its call
detail records, billing systems and other necessary information reasonably
available to WilTel or any third party solely for the purpose of verifying
Customer’s interstate/intrastate minutes of traffic. Customer agrees to
indemnify WilTel for any liability WilTel incurs in the event Customer’s
Certification is different than that determined by the audit.


 


(e)           Customer shall be
solely responsible for establishing and maintaining each Service
Interconnection over facilities subject to WilTel’s approval. Service
Interconnections shall only be comprised of DS-1 facilities unless otherwise
provided for in the Service Request and agreed to in writing by WilTel. If a
Service Interconnection is proposed to be made via a local exchange carrier,
WilTel will have the authority to direct Customer to utilize WilTel’s entrance
facilities or local serving arrangement (“LSA”) with the relevant local
telephone operating company, and Customer will be subject to a non-discriminatory
charge therefor from WilTel. The monthly recurring charge relevant to Customer’s
use of LSA capacity shall be subject to upward adjustment by WilTel from time
to time. Such adjustment, if any, shall not exceed the rate that otherwise
would be charged for the equivalent switched access


 


20

















 


capacity between the same points by the relevant local telephone
operating company pursuant to its published charges for the type of service in
question.


 


(f)            If other private
line interexchange facilities are necessary to establish a Service
Interconnection, and such facilities are requested from WilTel, such facilities
will be provided on an individual case basis.


 


(g)           Commencing with the
first full calendar month following Start of Service for each circuit
comprising a Service Interconnection and thereafter, Customer will maintain an
average loading of traffic per DS-1 (or DS-1 equivalent circuit) of not less
than 100,000 minutes of use per calendar month/billing period (“MINIMUM MONTHLY
USAGE”). In the event Customer fails to obtain the required Minimum Monthly
Usage level for the circuits comprising each Service Interconnection, WilTel
will charge and Customer will pay [ ] multiplied by the difference between the
Minimum Monthly Usage and the actual minutes of use for the circuit(s)
comprising the Service Interconnection in question (“Minimum Usage Charge”). WilTel
TERMINATION Service and 800 ORIGINATION Service minutes carried over the same
Service Interconnection, if any, shall be included in determining if Customer
has met the Minimum Monthly Usage requirement.


 


EXAMPLE:                                  CUSTOMER’S ACTUAL
MONTHLY USAGE FOR 2 DS-1S COMPRISING CUSTOMER’S SERVICE INTERCONNECTION AT WILTEL
POP A IS 180,000 MINUTES AND CUSTOMER’S ACTUAL MONTHLY USAGE FOR 2 DS-1S
COMPRISING CUSTOMER’S SERVICE INTERCONNECTION AT WILTEL POP B IS 270,000 MINUTES.
CUSTOMER WOULD BE SUBJECT TO A MINIMUM USAGE CHARGE OF [ ] SINCE CUSTOMER’S
MINIMUM MONTHLY USAGE AT WILTEL POP A WAS BELOW 200,000 [(2 x 100,000) -
180,000 x [ ] = [ ] AND NO MINIMUM MONTHLY USAGE CHARGE FOR THE SERVICE
INTERCONNECTION AT WILTEL POP B, BECAUSE CUSTOMER EXCEEDED THE REQUIRED MINIMUM
OF 200,000 IN ACTUAL MINUTES OF USE FOR THE 2 DS-1S COMPRISING THE SERVICE
INTERCONNECTION AT WILTEL POP B.


 


(h)           Customer may cancel
circuits comprising the Service Interconnection(s) at any time without
liability to WilTel for cancellation charges. In the event Customer does not
have a Minimum Commitment and Customer cancels all circuits comprising all
Service Interconnections at any time during the Service Term, the Cancellation
Charge described in Subsection 2(A) of the Agreement shall not apply. Provided,
however, Customer shall nevertheless be liable to pay WilTel a cancellation
charge (regardless of the number of DS-1 or DS-1 equivalent circuits comprising
the Service Interconnection(s) in question) of $1,000 multiplied by the number
of months (or pro rata portion thereof) remaining in the Service Term (“CARRIER
SERVICE CANCELLATION CHARGE”).


 


(i)            Because the damages
to WilTel from Customer’s cancellation or termination of all circuits
comprising all Service Interconnections prior to completion of the Service Term
is difficult if not impossible to determine, the Carrier Service Cancellation
Charge due to WilTel in accordance with this Subsection is intended by the
parties to establish liquidated damages payable by Customer to WilTel and not
as a penalty of any kind.


 


4.             SERVICE
INTERCONNECTIONS - DEDICATED ACCESS:


 


(a)           In order to utilize
DEDICATED ACCESS Service, one or more full time dedicated connections between
an End User’s private branch exchange (“PBX”) or other customer premise
equipment and the WilTel network at one or more WilTel designated locations (“WILTEL
POP”) must be established (“DEDICATED SERVICE INTERCONNECTION(S)”). Each
Dedicated Service Interconnection shall be comprised of one or more DS-1
circuits or DS-3 circuits, as the case may be.


 


21

















 


(b)           The circuit(s)
comprising each Dedicated Service Interconnection to a WilTel POP shall be
requested by Customer on the appropriate WilTel Service Request. Each Service
Request for DEDICATED ACCESS Service will describe (among other things) the
WilTel POP to which a Dedicated Service Interconnection is to be established,
the Requested Service Date therefor, the type and quantity of circuits
comprising the Dedicated Service Interconnection and any charges and other
information relevant thereto, such as, the location of the end user’s
originating or terminating location, as the case may be. Such additional
information may be obtained from Customer or gathered by WilTel and recorded in
Technical Information Sheets provided by WilTel.


 


(c)           Once ordered, and
unless otherwise provided for in this Agreement, Dedicated Service
Interconnections or the circuits comprising each Dedicated Service
Interconnection may only be canceled by Customer upon not less than thirty (30)
days prior written notice to WilTel.


 


(d)           Customer shall be
responsible for establishing each Dedicated Service Interconnection over
facilities subject to WilTel’s approval. Dedicated Service Interconnections
shall only be comprised of DS-1 facilities unless otherwise provided for in the
Service Request. If a Dedicated Service Interconnection is proposed to be made
via a local exchange carrier, WilTel will have the authority to direct Customer
to utilize WilTel’s entrance facilities or local serving arrangement (“LSA”)
with the relevant local telephone operating company, and Customer will be
subject to a non-discriminatory charge therefor from WilTel. The recurring
charge relevant to Customer’s use of LSA capacity shall be stated in the
corresponding Service Request subject, however, to upward adjustment by WilTel.
Such adjustment if any, shall not exceed the rate that otherwise would be
charged for the equivalent capacity between the same points by the relevant
local telephone operating company pursuant to its published charges for the
type of service in question.


 


(e)           Upon Customer’s
request, WilTel will provision and maintain local access facilities between the
End User Location and the WilTel POP, subject to any LEC charges plus other
applicable terms and charges set forth in WilTel’s F.C.C. Tariff No. 5. If
other private line interexchange facilities are necessary to establish a
Dedicated Service Interconnection, such facilities will be provided on an
individual case basis.


 


(f)            DEDICATED ACCESS
SERVICE MINUTES OF USE ARE NOT SUBJECT TO AGGREGATION FOR THE PURPOSE OF
DETERMINING IF CUSTOMER HAS MET ITS MINIMUM MONTHLY USAGE FOR TERMINATION
SERVICE OR 800 ORIGINATION SERVICE.


 


5.             BILLING
INCREMENTS:  U.S. Domestic (including
Alaska, Hawaii, United States Virgin Islands and Puerto Rico) Service calls
will be billed in six (6) second increments and subject to a six (6) second
minimum charge (i) utilizing Hardware Answer Supervision where available, and
(ii) with respect to 800 Services, commencing with Customer’s switch wink or
answer back. If Customer is found to be non-compliant in passing back
appropriate answer supervision, i.e., answer back, WilTel reserves the right to
suspend 800 Service or deny requests by Customer for additional Service until
appropriate compliance is established. All international calls, with the
exception of Mexico, will be billed in six (6) second increments and subject to
a thirty (30) second minimum charge. Mexico calls will be billed in one (1)
minute increments and subject to a one (1) minute minimum charge.


 


6.             FORECASTS: Before
Customer’s initial order for Service, Customer shall provide WilTel with a
forecast regarding the number of minutes expected to be terminated or
originated in various LATAs and/or Tandems, so as to enable WilTel to configure
optimum network arrangements. IN THE EVENT CUSTOMER’S SERVICE TRAFFIC VOLUMES
RESULT IN A LOWER THAN INDUSTRY STANDARD COMPLETION RATE OR


 


22

















 


OTHERWISE ADVERSELY AFFECT THE WILTEL NETWORK, WILTEL RESERVES THE
RIGHT TO BLOCK THE SOURCE OF SUCH ADVERSE TRAFFIC AT ANY TIME. Customer will
provide WilTel with additional forecasts from time to time upon WilTel’s
request which shall not be more frequent than once every three (3) months.


 


7.             RBOC TERMINATION/ORIGINATION:
Following Start of Service for TERMINATION SERVICE or 800 ORIGINATION Service,
Customer will maintain at least 80% of the minutes of traffic (during any
calendar month or pro rata portion thereof) comprising Customer’s TERMINATION Service
or 800 Service for termination or origination in a Tandem owned and operated by
a Regional Bell Operating Company (“RBOC TERMINATIONS/ORIGINATIONS”) and
subject to such RBOC’s tariffed access charges. WilTel shall have the right to
apply a [  ] per minute surcharge to the
number of minutes by which Non-RBOC Terminations/Originations exceed 20% of
total monthly TERMINATION Service or 800 ORIGINATION Service minutes.


 


8.             SERVICE
INTERCONNECTION INSTALLATION:


 


(a)           DS-1 circuits
comprising all Service Interconnections (including Dedicated Service
Interconnections) will be subject to a nonrecurring $400 per DS-1 switch port
installation charge.


 


(b)           DS-3 circuits
comprising all Service Interconnections (including Dedicated Service
Interconnections) will be subject to a nonrecurring per DS-3 switch port
installation charge as determined on an individual case basis.


 


9.             CDR TAPES: WilTel
will provide Call Detail Records for WilTel’s Services in machine readable form
(“CDR TAPES”) subject to the provisions set forth below:


 


(a)           WilTel will provide
Customer one (1) CDR Tape once each month in one of several magnetic tape
formats (to be selected on Customer’s Service Request) which WilTel currently
is then making available to its Customers. Monthly CDR Tapes under this
Subsection are provided at no charge.


 


(b)           Customer may order a
monthly delivery of toll records on 3.5” floppy diskette subject to a recurring
charge of $250 per month.


 


(c)           Customer may order
and WilTel will provide Customer one (1) CDR Tape once each week in one of
several magnetic tape formats (to be selected on Customer’s Service Request)
which WilTel currently is then making available to its Customers. Weekly CDR
Tapes under this Subsection are subject to a recurring monthly charge of $150.


 


10.           800 NUMBERS:


 


(a)           800 numbers will be
issued to Customer (i.e., issuance equates to activation or reservation,
whichever occurs first) on a random basis. Customer requests for specific
numbers will be considered by WilTel, and if provided, will be subject to
additional charges as set forth below and WilTel’s then current reservation
policy which shall also apply to any randomly selected and reserved 800 number.
At any time preceding three (3) months from the scheduled expiration of the
Service Term, Customer may only reserve 800 numbers in an amount equal to the
greater of (i) 50, or (ii) fifteen percent (15%) of the total number of 800
numbers activated by WilTel for Customer. Customer requests for 800 numbers
inconsistent with the above stated conditions may be considered by WilTel on an
individual case basis. 800 numbers reserved for Customer will be activated upon
Customer’s request, however, each 800 number will be subject to reversion to
WilTel without notice to Customer after sixty (60) days from issuance to
Customer in the event WilTel records no level of measured charges associated
with such number as of the expiration or after said sixty (60) day period.


 


23

















 


(B)           CUSTOMER REQUEST FOR
SPECIFIC NUMBERS - $25 PER INDIVIDUAL NUMBER.


 


(C)           CUSTOMER
SPECIFICALLY AGREES THAT REGARDLESS OF THE METHOD IN WHICH AN 800 NUMBER IS
RESERVED FOR OR OTHERWISE ASSIGNED TO CUSTOMER, THAT CUSTOMER WILL NOT SEEK ANY
REMEDY FROM WILTEL UNDER A THEORY OF DETRIMENTAL RELIANCE OR OTHERWISE THAT
SUCH 800 NUMBER(S) ARE FOUND NOT TO BE AVAILABLE FOR CUSTOMER’S USE UNTIL SUCH
800 NUMBER IS PUT IN SERVICE FOR THE BENEFIT OF CUSTOMER, AND THAT SUCH 800
NUMBER(S) SHALL NOT BE SOLD, BARTERED, BROKERED OR OTHERWISE RELEASED BY
CUSTOMER FOR A FEE (“800 NUMBER TRAFFICKING”). ANY ATTEMPT BY CUSTOMER TO
ENGAGE IN 800 NUMBER TRAFFICKING SHALL BE GROUNDS FOR RECLAMATION BY WILTEL FOR
REASSIGNMENT OF THE 800 NUMBER(S) RESERVED FOR OR ASSIGNED TO CUSTOMER.


 


11.           RESPORG SERVICES:
Responsible Organization Services (relevant to 800 Numbers) if provided by
WilTel are provided pursuant to WilTel’s F.C.C. Tariff No. 5.


 


12.           LIMITATION OF
ORIGINATION OR TERMINATION LOCATIONS:


 


(a)           TERMINATION Service:
(i) origination is available from any WilTel POP; and (ii) termination is to
any direct dialable location worldwide.


 


(b)           800 ORIGINATION
Service: (i) origination is available from locations in the 50 United States,
the United States Virgin Islands, Puerto Rico and Canada; and (ii) termination
is to any Customer designated Service Interconnection.


 


(c)           SWITCHED Service
(1+): (i) origination is available from all equal access exchanges in the 48
contiguous United States except in LATA 921 (Fishers Island, NY); and (ii)
termination is to any direct dialable location worldwide.


 


(d)           SWITCHED Service
(800): (i) origination is available from locations in the 50 United States, the
United States Virgin Islands, Puerto Rico and Canada; and (ii) termination is
available to locations in the 48 contiguous United States.


 


(e)           DEDICATED ACCESS
Service (1+): (i) origination is available from locations in the 48 contiguous
United States; and (ii) termination is available to any direct dialable
location worldwide.


 


(f)            DEDICATED ACCESS
Service (800): origination is available from locations in the 50 United States,
the United States Virgin Islands, Puerto Rico and Canada; and (ii) termination
is available to any Customer designated Dedicated Service Interconnection.


 


(g)           TRAVEL CARD Service:
(i) origination is available from locations in the 50 United States, the United
States Virgin Islands, Puerto Rico and Canada; (ii) termination is available to
locations in the 48 contiguous United States for calls from locations in the 50
United States, the United States Virgin Islands, Puerto Rico and Canada; and
(iii) termination is available to locations in the 50 United States, the United
States Virgin Islands, Puerto Rico and Canada for calls from locations in the
48 contiguous United States.


 


24

















 


13.           AUTHORIZATION CODES:
WilTel will supply Customer with authorization codes (“Codes”) containing nine
(9) digits for use with a corresponding 800 Service number for origination and
termination of Travel Card calls. The Codes may be obtained by Customer in
blocks of ten (10) not to exceed a total of 1000 Codes at any one time. WilTel
reserves the right to deny access to any Code at any time.


 


14.           INBOUND PORTION OF
TRAVEL CARD CALL: The inbound service portion of a TRAVEL CARD Service call
(i.e., the 800 Service) must be provided by WilTel.


 


IN WITNESS WHEREOF, the parties have executed this Service Schedule on the
date first written above.


 


	
  WILTEL INC.

  	
   

  	
   

  	
  MCLEOD TELEMANAGEMENT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  [SIG]

  	
   

  	
  [SIG]

  
	
   

  	
  (SIGNATURE)

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Robert Brejcha

  	
   

  	
  Kirk E. Kaalberg

  
	
   

  	
  (PRINT NAME)

  	
   

  	
  (PRINT NAME)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director, Carrier Sales

  	
   

  	
  Sr. Vice President

  
	
   

  	
  (TITLE)

  	
   

  	
  (TITLE)

  



 


25

















 


PORTIONS OF THIS EXHIBIT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN GRANTED
ARE MARKED BY BRACKETS [  ].


 


WILMAX 


AMENDED and RESTATED 


PROGRAM ENROLLMENT TERMS II


 


[CARRIER]


 


These Amended and Restated Program Enrollment Terms II (“PET”) are made
the first day of June, 1995 (the “Effective Date”), by and between WorldCom
Network Services, Inc. d/b/a WilTel (formerly WilTel, Inc.) (“WilTel”) and
McLeod Telemanagement, Inc. (“Customer”) and are part of their agreement for
switched services, more particularly identified as TSA#MCL-940211 (the “Agreement”).


 


The parties acknowledge that they previously entered into Amended and Restated
Program Enrollment Terms dated June 1, 1994 (the “Prior Amended PET”). The
parties agree that as of the Effective Date the Prior Amended PET, and Exhibit
I, thereto shall be of no further force or effect, and shall be superseded by
this PET. In accordance with the Agreement, charges to Customer for Service
obtained thereunder shall be subject to the Discount Schedule set forth below
and the Agreement shall also be subject to the terms and conditions set forth
herein.


 


1.                                       The Service Term
will commence on the Effective Date and continue through October 31, 2001.


 


2.                                       Discount
Schedule. Customer will automatically receive the next higher discount when
Customer’s eligible Monthly Revenue reaches the next level.


 


	
  Monthly 

  Revenue (a)

  	
   

  	
  Discount

  	
   

  
	
  $0 - $49,999

  	
   

  	
  1.5

  	
  %

  
	
  $50,000 -
  $249,999

  	
   

  	
  3.0

  	
  %

  
	
  $250,000 -
  $499,999

  	
   

  	
  5.0

  	
  %

  
	
  $500,000 -
  $999,999

  	
   

  	
  8.0

  	
  %

  
	
  $1,000,000+

  	
   

  	
  12.0

  	
  %

  



 


(a)                                  For purposes of this
Agreement “Monthly Revenue” will include all measured and per call Switched
Service charges (i.e., Directory Assistance and both Domestic and International)
plus three (3) times Customer’s recurring monthly Private Line Interchange
Service charges (i.e., both Domestic and International) from WilTel (exclusive
of any pro rata charges, access charges, ancillary or special feature charges,
such as, Authorization codes or CDR Tapes, or any other charges other than
those identified by the relevant WilTel invoice as Monthly Recurring
Interexchange Service Charges).


 


3.                                       Customer’s Discount:
Commencing with the Effective Date and continuing through August 31, 1995,
provided Customer is not in default of its obligations under the Agreement, and
further provided Customer maintains Monthly Revenue from WilTel equal to or
greater than the amounts shown below in the months indicated (“Checkpoint
Months”), Customer’s applicable percentage discount will be [            ].
In the event the Customer’s actual Monthly Revenues are less than the amounts shown
below in a particular checkpoint Month, then for such Checkpoint month and each
successive month up to but not including the next Checkpoint Month, Customer
will receive the


 


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applicable discount described in Section 2 above corresponding with Customer’s
actual level of Monthly Revenue. In the event Customer’s actual Monthly Revenue
is equal to or greater than the amount shown below for the next Checkpoint
Month, Customer will receive a fifteen percent (15%) discount for such
Checkpoint Month and for the following months up to but not including the next
Checkpoint Month.


 


	
  Monthly Month

  	
   

  	
  Revenue

  	
   

  
	
  September, 1995

  	
   

  	
  [   ]

  	
   

  
	
  February, 1996

  	
   

  	
  [   ]

  	
   

  



 


4.                                       Customer’s
Minimum Commitment: Commencing May 1, 1996 and continuing through November 30,
1996 (the “First Commitment Period”), Customer agrees to obtain Monthly Revenue
of at least [            ] (“Customer’s First
Commitment”). Commencing December 1, 1996 and continuing through November 30,
1997 (the “Second Commitment Period”), Customer agrees to obtain Monthly
Revenue of at least [         ] (“Customer’s
Second Commitment”). Commencing December 1, 1997 and continuing through the end
of the Service Term, including any extensions thereof (the “Final Commitment
Period”), Customer agrees to obtain Monthly Revenue of at least [          ]
(“Customer’s Final Commitment”).


 


5.                                       Deficiency
Charge: In the event Customer does not maintain Customer’s First Commitment,
Customer’s Second Commitment, or Customer’s Final Minimum Commitment, during
any month of the First Commitment Period, the Second Commitment Period or the
Final Commitment Period, respectively, then for those month(s) only, Customer
will pay WilTel the difference between Customer’s First Commitment, Customer’s
Second Commitment, or Customer’s Final Commitment, as the case may be, and
Customer’s actual Monthly Revenue as described in Section 2 above, net of any
applicable discount, (collectively, the “Deficiency Charge”). The Deficiency Charge
will be due at the same time payment is due for Service provided to Customer,
or immediately in an amount equal to Customer’s Minimum Commitment for the
unexpired portion of the Term, if (i) Customer cancels all circuits comprising
all Service Interconnections as described in the Service Schedules, or (ii)
WilTel terminates the Agreement based on Customer’s default.


 


6.                                       Application of
Discounts: The applicable percentage will only be applied to Monthly Revenues
comprised of Customer’s interstate (including Alaska, Hawaii, the United States
Virgin Islands and Puerto Rico unless otherwise noted on the Pricing Exhibit
dated concurrently herewith) measured usage charges (which includes 1+ and 800
usage, whether switched access or dedicated access). During the Service Term of
the Agreement, accumulated credits derived from the Discount will be applied in
arrears commencing with the first day of the month following the Effective
Date, that is, the Discount will be applied to Customer’s interstate measured
usage charges for the preceding month (the “Discount Period”).


 


Example:                                                  In
March, 1996, Customer has $50,000 in Private Line Interexchange Service charges
(both Interstate and Intrastate) and is credited with $150,000 in Monthly Revenue
plus $150,000 in Switched Service Intrastate charges and $1,000,000 in
Interstate Switched Service charges. Customer’s Monthly Revenue for the month
in question would equal a total of $1,300,000. Customer would receive a [      ]
discount which, subject to the other conditions set forth in this Section Six
would be applied to the total Interstate Switched Service charges of $1,000,000
to produce a credit relevant to the month in question of [     ].


 


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Each Discount will result in the application of a credit obtained during
the Discount Period to the WilTel invoice to Customer relevant to the billed
measured Interstate Switched Service for the calendar month next following the
completion of each Discount Period, provided Customer has paid undisputed
charges on a current basis for that month and has not otherwise been subject to
a Suspension Notice in accordance with the Agreement. Failure of Customer to
comply with the foregoing provision shall result in no credit for the Discount
Period in question. In addition, as the Discount is only applicable for purposes
of reducing the Interstate Switched Service charge to Customer, the Discount
will only be applied to the Interstate Switched Service charges for the
Discount Period in question to the extent that such charge shall not be reduced
below zero and without carry-forward of any unused portion of the accumulated
credit if Interstate Switched Service charges for the month in question do not
exceed the accumulated credit.


 


7.                                       Cancellation:
The parties agree to delete Subsection 2(A) of the Agreement in its entirety
and replace it with the following:


 


(A)          Cancellation Charge:
At any time after the Effective Date, Customer may cancel this Agreement if
Customer sends written notification thereof to WilTel not less than sixty (60)
days prior to the effective date of cancellation, and provided the effective
date of cancellation is on the first day of a calendar month. In such case, Customer
shall pay to WilTel (i) all charges for Service provided through the effective
date of such cancellation, plus (ii) a cancellation charge equal to [      ]
times the number of months remaining in the service Term after the effective
date of cancellation, plus (iii) an amount equal to the difference between the discounts
actually received by Customer under the Agreement (i.e., taking into account
Customer’s discount of [       ], if
applicable) and the discounts Customer would have received under the Discount
Schedule shown in Section 2 above based on the Customer’s actual Monthly Revenue
(collectively referred to as the “Cancellation Charge”).


 


8.                                       Modification of
Charges: the parties agree to delete Subsection 5(D) of the Agreement in its
entirety and replace it with the following provision:


 


(D)          Modification of
Charges: WilTel reserves the right to eliminate Service offerings and/or modify
charges for Service offerings (which charge modification will not exceed 10%
and which shall be non- discriminatory, that is, applicable to all WilTel
customers obtaining the same Service) upon not less than sixty (60) days prior
notice to Customer, which notice will state the effective date for the charge modification
which date must be the first day of a calendar month. Wiltel may, however,
increase its charges for Service offerings by more than ten percent (10%)
provided WilTel gives Customer satisfactory evidence that such increase is
based on WilTel’s local access costs. In the event WilTel notifies Customer of
the elimination of a Service offering and/or an increase in the charges, Customer
may terminate Customer’s Minimum Commitment (as described in Section 4 of the
PET) without incurring any Cancellation Charge described in Section 7 above,
provided Customer notifies WilTel, in writing, at least sixty (60) days prior
to the monthly billing period in which the termination is to be effective. Commencing
with the effective date of termination and continuing through the end of the Service
Term (including any extensions thereof), Customer will receive the applicable
discount described in Section 2 above.


 


9.                                       Service
Interconnections: The parties agree to delete Subsection 3(a) of the Service
Schedule dated concurrently with this Agreement in its entirety and replace it
with the following provision:


 


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(a)           In order to utilize
TERMINATION Service and 800 ORIGINATION Service, one or more full time
dedicated connections must be established between the WilTel network at one or
more WilTel designated locations (“WilTel POP”) and Customer’s network or
certain Centrex or other Central Office locations of the LECS (“Service Interconnection(s)”).
Each Service Interconnection shall be comprised of one or more DS-1 circuits.


 


10.                                 DS-1 Aggregation: The
parties agree to delete Subsection 3(G) of the Service Schedule in its entirety
and replace it with the following:


 


(g)           Commencing with the
[         ] full calendar month
following the Effective Date, Customer will maintain an average loading of
traffic per DS-1 (or DS-1 equivalent circuit) of not less than 100,000 minutes of
use per calendar month billing period (“Minimum Monthly Usage”). In the event
Customer fails to obtain the required Minimum Monthly Usage level, WilTel will
charge and Customer will pay [           ]
multiplied by the difference between the Minimum Monthly Usage and the actual
minutes of use for the for the DS-1 circuits in question (“Minimum Usage Charge”).
WilTel TERMINATION and 800 ORIGINATION Service minutes carried over the same
DS-1 circuit shall be included in determining if Customer has met the Minimum
Monthly Usage requirement.


 


11.                                 Minimum Usage Charge:
The parties agree to add Subsection 3(j) to the Service Schedule dated
concurrently with the Agreement to read as follows:


 


(j)            Notwithstanding
anything to the contrary, the Minimum Monthly Usage and Minimum Usage Charge
shall not apply (and, if applicable, Customer will receive a credit equal to
the amount of any Minimum Usage charge assessed by WilTel) for a period of [      ]
full calendar months following the Effective Date.


 


12.           [    ]


 


13.                                 Exclusivity: During
the Service Term, Customer agrees to utilize WilTel; or at least [           ]
of its terminating traffic (which includes traffic terminating within the fifty
United States as well as international locations). WilTel shall have the right,
at WilTel expense to


 


29

















 


audit Customer’s records not more than one time in any 12-month period,
for the purpose of determining Customer’s compliance with the foregoing
requirement.


 


IN WITNESS WHEREOF, the parties have executed these Program Enrollment Terms
on the date first written above.


 


	
  WORLDCOM NETWORK SERVICES, INC. 

  	
  MCLEOD TELEMANAGEMENT, INC.

  
	
  D/B/A WILTEL

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ DENNIS PFLAUM

  	
   

  	
  /s/ STEPHEN BRANDENBERG

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dennis Pflaum

  	
   

  	
  Stephen Brandenberg

  	
   

  
	
  (Print Name)

  	
   

  	
  (Print Name)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sr. Vice President 

  	
   

  
	
  RVP, Central Region

  	
   

  	
  Intelligent Technologies Systems

  	
   

  
	
  (Title)

  	
   

  	
  (Title)

  	
   

  



 


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