Exhibit
10.1


 





 


AMENDED AND RESTATED


GLOBAL SERVICES AGREEMENT


 


	
  The
  Nasdaq Stock Market, Inc.

  	
   

  	
  MCI
  WORLDCOM Communications, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ David P. Warren

  	
   

  	
   

  	
  /s/ David S. Muller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Company Representative
  Signature

  	
   

  	
  MCI Signature

  	
   

  
	
   

  	
  EVP, Chief Financial
  Officer

  	
   

  	
   

  	
   

  	
  David S. Muller

  	
   

  
	
  Title – Please Print

  	
   

  	
  Title

  	
   

  
	
   

  	
  David P. Warren

  	
   

  	
   

  	
   

  	
  VP, Business Development

  	
   

  
	
  Company Representative Name-Please

  	
   

  	
  Name

  	
   

  
	
  Print

  	
   

  	
   

  	
   

  
	
   

  	
  1/29/2004

  	
   

  	
   

  	
  2/24/04

  	
   

  
	
  Date

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (   212)  ****

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Main Telephone Number

  	
   

  	
  Billing ID

  	
   

  
																



 


This Global Services Agreement (this “GSA” or “Agreement”) is made by
and between MCI WORLDCOM Communications, Inc., a Delaware corporation with
offices at 3 Ravinia Drive, Atlanta, Georgia 30346 (“MCI”) on behalf of itself
and its US-based “Affiliates” (as hereinafter defined) and their respective
successors, and The Nasdaq Stock Market, Inc. (“Nasdaq or Customer”), a
Delaware corporation and an affiliate of the National Association of Securities
Dealers, Inc. (a registered national securities association subject to
regulation by the Securities and Exchange Commission [“SEC”] under the
Securities Exchange Act of 1934 [“Securities Act”]),  (Nasdaq, together with its “Affiliates” are hereafter
collectively referred to as the “Corporations”, and individually as a
“Corporation”) with its principal office at 1735 K Street, NW, Washington, DC
20006  (“Customer”). This Agreement is binding on
Customer upon its execution and delivery to MCI provided it is subsequently
executed by MCI within forty-five days of receipt. MCI is acting on behalf of
each MCI Affiliate and their respective successors to the extent that services
referred to in this GSA are provided by one or more such Affiliates.  This GSA incorporates by reference the
attached schedules (referred to collectively herein as the “Schedules” or
referred to individually herein as the “Schedule”).  MCI or the providing Affiliate and their respective successors
(collectively, the “Company”) shall provide to Customer and Customer shall
purchase from the Company those service(s) described in the Schedules to this
Agreement (collectively, the “Services”) at the rates, discounts, and other
terms and conditions described in the Schedule for the applicable Service.


 


This Agreement shall be of no force and effect and the offer contained
herein shall be withdrawn unless this Agreement is executed by Customer and
delivered to the Company on or before January 30, 2004


 


1.                                       Selected
Definitions.


 


1.1                                 “Affiliate”
means any entity controlling, controlled by or under common control with a
party to this Agreement.  For the
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlled by” and “under common control with”), as used with
respect to any entity, means the possession, directly or indirectly, of the
power to direct or exercise a controlling influence over the management or
policies of such entity, whether through the ownership of voting securities, by
contract or otherwise.  For the avoidance
of doubt, the parties agree that the National Association of Securities
Dealers, Inc. is not an affiliate of the Customer.


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


COMPANY AND
CUSTOMER CONFIDENTIAL


AMENDED AND
RESTATED GSA - FINAL


 


1

















 


1.2                                 “Base
Rates” means (i) for Services priced herein at standard Tariff, standard
published or standard list rates herein (if any), such rates as reduced by the
applicable discounts (if any) provided to Customer pursuant to this Agreement;
(ii) for Services as to which a specific rate is set forth herein, such rate;
or (iii) for Services for which no specific rates or discounts are set forth
herein, the standard rates applicable for such services following application
of the discounts (if any) received by Customer.


 


1.3                                 “Cause”
means (a) a failure to perform a material obligation by the other party under
this Agreement, other than non-payment, which failure is not remedied within
(30) days of such defaulting party’s receipt of written notice thereof; or (b)
Customer’s failure to pay an invoice for Services under this Agreement within
the 30 day payment period described in Section 8.1 below which failure is not
remedied within ten (10) days after Customer’s receipt of written notice
thereof.


 


1.4                                 “Commencement
Date” means the date on which Customer signs this Agreement.


 


1.5                                 “Confidential
Information” means information that is transmitted or otherwise provided by or
on behalf of either party (“Discloser”) to the other party (“Recipient”) or
observed by the Recipient related to 
(a) the subject matter of the Agreement, and that should reasonably have
been understood by the Recipient because of legends or other markings, the
circumstances of disclosure or the nature of the information itself, to be
proprietary and confidential to the Discloser, to an Affiliate of the Discloser
or to a third party; or (b) the current or future business relationship between
the Company and Customer in which WorldCom provides or may provide
telecommunications services to Customer, including, without limitation, Request
for Proposal responses, Request for Quote responses, Request for Information responses;
or (c) information which relates or refers to: business planning; internal
controls; computer, data processing, or communications architectures or
systems; electronic data processing architectures, applications, programs,
routines, or subroutines; business affairs and methods of operation or proposed
methods of operations, techniques or systems of the Corporations or any
customer of the Corporations; financial or other non-public information of the
Corporations, NASD Member Firms or Nasdaq Stock Market issuers.   Confidential Information may be disclosed
in written or other tangible form (including on magnetic media) or by oral,
visual or other means.  The terms,
including without limitation pricing, of this Agreement are Confidential
Information to both parties.


 


1.6                                 “Contract
Year” means each consecutive twelve (12) Monthly Periods of the Term commencing
on the  Services
Effective Date or on each anniversary thereof.


 


1.7                                 “Marks”
means a party’s registered trade names, logos, trademarks, service marks or
other indicia of origin.


 


1.8                                 “Monthly
Period” means a monthly billing period for Services under this Agreement.


 


1.9                                 “MCI
Program” means services to be provided
to  securities market participants  over the MFX network and the Customer will have access to the MCI
Program (as amended from time to time) services and rates under this Agreement.


 


1.10                           “Nonqualified
ROW Services” means: (i) the international services or products of UUNET
Technologies, Inc.; (ii) WorldCom International services or products provided
in-country by the appropriate 
Company-affiliated operating company; (iii) rest of world Company
Conferencing services (“ROW Conferencing Services”); and (iv) services
provisioned by or through Avantel (in Mexico) and Stentor/Bell Canada (in
Canada).


 


1.11                           “Quarter”
means each consecutive three (3) Monthly Periods within the Term, commencing
with the Services Effective Date (unless another commencement date is expressly
specified) and each **** anniversary thereof.


 


1.12                           “Services
Effective Date” means the first day of the second full monthly billing cycle
following the execution and delivery of this Agreement by Customer to MCI.
Unless otherwise specified in the Agreement, the rates in the Amended and
Restated GSA become effective on the first day of the second full monthly
billing cycle following execution and delivery of the Amended and Restated GSA
to MCI  (“A&R GSA Services Effective
Date”).


 


1.13                           “Service
Option 1” means Services that are billed through the ****.


 


1.14                           “Service
Option 2” means Services that are billed through the ****.


 


1.15                           “Tariff”
means the public tariffs on file with the state public utilities commissions or
other domestic or foreign governmental bodies governing the rates and/or terms
and conditions of Services that are subject to tariff filings, as applicable.


 


1.16                           “Usage
Charges” means Customer’s monthly recurring and usage charges for one or more
Services provided under this Agreement, calculated at Base Rates,   Usage Charges do not include the following:
(i) Taxes (as defined in Section 9.1 below); (ii) charges for equipment and
collocation; (iii) charges incurred where MCI or an MCI Affiliate acts as agent
for Customer in the acquisition of goods or services;  (iv) non-recurring charges; (v) calling card surcharges (except
as otherwise expressly provided for herein); (vi) monthly recurring non-usage
charges; (vii) other standard charges, including, without limitation, Universal
Service Fund charges, Carrier Access charges, and payphone use charges, or any
successor of any such charges, which are additional; and (viii) other charges
expressly excluded in the Agreement or in the applicable Schedule to the
Agreement.


 


1.17                           Capitalized
terms not otherwise defined in this Agreement shall have the definition given
to them in applicable Tariff and/or the Guide (as defined in Section 2.2
below).


 


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


2

















 


2.                                       Provision
of Service.


 


2.1                                 The
Company will provide to Customer the Services more particularly described in
the applicable Schedules to this Agreement. Customer is eligible to receive
only features available to each Service’s option type. It shall be the
Customer’s obligation to furnish to its 
Company account team all information necessary for the Company to
provide the Services to Customer including, without limitation, circuit
installation and disconnection authorizations for those Customer circuits
intended to receive, or which have been receiving, custom rates.


 


2.2                                 The Company’s provision of Services to Customer
will be governed by the Company’s state tariffs (“Tariff(s)”) for intrastate
and local services and, for interstate and international services, the
Company’s “Service Publication and Price Guide” (“Guide”), each as supplemented
by this Agreement. This Agreement incorporates by reference the terms of each
such Tariff; SCA Type 1 found at Part 1, Section 2, of the Guide; and the
relevant services found in Part 1,
Section 1, of the Guide. When any Tariff provisions are canceled, Services will
continue to be provided pursuant to this Agreement, as supplemented by the
terms and conditions contained in the Guide, which will contain the Company’s
standard rates, product descriptions, terms and conditions that formerly had
been tariffed (“Service Terms”).  The
Guide is incorporated herein by reference and will be available to Customer on
the Company’s internet website (www.mci.com) (or successor URL) and at the
Company’s offices during regular business hours at 22001 Loudoun County
Parkway, Ashburn, Virginia 20147.  The
Company reserves the right to modify the Guide from time to time, and any such
modification will be effective upon its posting at the Guide website.  The contractual relationship between
WorldCom and Customer shall be governed by the following order of precedence:
(a) Tariffs; (b) provisions in this Agreement that expressly apply in lieu of,
or that apply in addition to, provisions contained in Tariffs and/or the Guide;
and (c) provisions contained in the Guide.


 


2.3                                 Company
Tariff, Policy and Guide. The Company may amend Tariffs, Policy (as defined
in Section 13.2) and/or Guide from time to time. If enforcement of any modification made by the Company to the Tariff(s),
Policy and/or Guide affects Customer in a
material and adverse manner, Customer, as its sole remedy, may discontinue the
affected Service without liability (except for payment of all charges incurred
up to the time of service discontinuance) by providing the Company with written
notice of discontinuance.  To exercise
this remedy, the Company must receive written notice within thirty (30) days of
Customer’s first learning of the Company’s enforcement of such
modification  The Company may avoid
service discontinuance if, within thirty (30) days of receipt of Customer’s
written notice, it agrees to amend this Agreement to eliminate the applicability
to Customer of the relevant Tariff, Policy and/or Guide provision.  A
“material and adverse” change shall not include, nor be  interpreted to include: (1)
the introduction of a new service or any new service feature associated with an
existing service, including all terms, conditions and prices relating thereto;
(2) an adjustment (either an increase or a reduction) of a published underlying
service price not expressly fixed in this Agreement; or (3) the introduction or
revision of charges established and published by the Company to recover amounts
imposed on it, or which it is required or permitted to collect from or pay to
others, by a governmental or quasi-governmental authority.


 


2.4                                 Service
Classifications.  The Services may
consist of one or more of the following:


 


2.4.1                        Regulated
Tariffed Services. Certain Services, including, but not limited to,
domestic intrastate and local services are currently provided by the Company to
Customer pursuant to the Tariff filed by the Company in the local jurisdiction
where such Service is provided (“Regulated Tariffed Services”), which Tariff
may be changed by the Company from time to time in accordance with law.
Domestic intrastate and local services will be provided pursuant to
requirements imposed by state law or regulatory authority.


 


2.4.2                        Regulated
Non-Tariffed Services. Services which are subject to Federal Communications
Commission (“FCC”)  regulation but which
are not provided pursuant to a Tariff may be referred to hereafter as  “Regulated Non-Tariffed Services”.


 


2.4.3                        Non-Regulated
Services.  “Non-Regulated Services”
means those Services that are not regulated by the FCC, including, but not limited to, the Enhanced
Services and the Non-US Services, which are provided pursuant to Schedules Two
and Four, respectively.  The
Non-Regulated Services shall be provided in accordance with the terms and
conditions of this Agreement, as supplemented by the non-inconsistent Service
Terms contained in the Company’s Guide.


 


3.                                       Rates
and Discounts for the Services.


 


3.1                                 Generally.  Rates and discounts for specific Services
are provided in the applicable Schedule.  
Except as expressly provided to the contrary, the rates set forth are in
lieu of, and not in addition to, any discounts, promotions and/or credits
(Tariffed, standard or otherwise). Any rates that are specifically designated
as “fixed” will not increase or decrease during the Term.  For Services not
specifically set forth in this Agreement, including, but not limited to, all
dedicated access and egress charges and all other charges related to said access
and egress not specifically set forth in this Agreement, Customer will be
charged the Company’s standard rates. 
References in this Agreement to standard rates and/or discounts and
standard Tariffed rates and/or discounts refer to the corresponding standard
rates and/or discounts set forth in the Guide or the applicable Tariff (as
applicable) for such Service(s). Unless otherwise specified in this Agreement,
the rates set forth in this Agreement do not include, and the discounts set
forth in this Agreement do not apply to, the following: (i) access or egress
(or related) charges imposed by third parties; (ii) non-recurring charges and
monthly recurring non-usage charges; (iii) calling card surcharges (unless
expressly provided for herein); (iv) Taxes; (v) other standard charges,
including, without limitation, Universal Service Fund charges, Carrier Access
Charges, and payphone use charges, or any successor of any such charges, which
are additional; and (vi) other charges expressly excluded in the applicable
Schedule.


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


3

















 


4.                                       Term.
The “Term” of this Agreement will begin upon the Commencement Date and end on
December 31, 2005.  The rates, charges,
credits and discounts for the Services contained herein will be effective,
unless otherwise stated, on the A&R GSA Services Effective Date. At the end
of the Term, the Amended and Restated GSA will automatically renew on a month
to month basis up to a maximum of **** unless Customer provides **** prior
written notice to MCI of its intent not to renew.


 


5.                                       Minimum
Volume Requirement.  Customer’s
Usage Charges for Services set out in Schedules 1-8 (subject to the exclusions
specified in Section 1.16 above) incurred during each Monthly Period under this
Agreement  must equal  or exceed **** (the “Monthly Minimum”) (the
“GSA Minimum”).  Customer’s Usage
Charges for Services set out in Schedules 9-14 incurred from Une 1, 2004 to
December 31, 2004 (an “Annual Period”) must equal or exceed Twenty Million
Dollars ($20,000,000) and Customers Usage Charges for Services set out in
Schedules 9-14 incurred from  January 1,
2005 to December 31, 2005 (an “Annual Period”) must equal or exceed Twenty
Million Dollars ($20,000,000) (the “Extranet Minimum”). Usage Charges for Nonqualified ROW
Services will not contribute to calculation of Customer’s attainment of the
Monthly GSA or Extranet  Minimums.


 


5.1                                 Conferencing
Subminimum.  During each Contract Year, Customer’s Usage Charges for the
Company domestic audio conferencing and video conferencing services
(“Qualifying Conferencing Services”) must equal or exceed **** (the
“Conferencing Services Subminimum”).


 


6.                                       Underutilization.  If, in any Monthly Period, Customer’s Usage
Charges are less than the GSA Minimum, then Customer will pay:  (1) all accrued but unpaid charges incurred
by Customer; and (2) an underutilization charge (which Customer hereby agrees
is reasonable) equal to **** of  the
difference between (a) the GSA Minimum , and (b) the sum of Customer’s Usage
Charges.   Upon execution of an
amendment between MCI and the National Association of Securities Dealers, Inc.
(“NASD”) to modify the MCI-NASD agreement, Customer’s payments in satisfaction
of the minimums herein shall not benefit NASD.


 


6.1                                 Extranet
Underutilization.  If, in any Annual
Period, Customer’s Usage Charges for that Annual Period are less than the
Extranet Minimum, then Customer will pay: 
(1) all accrued but unpaid charges incurred by Customer; and (2) an
underutilization charge (which Customer hereby agrees is reasonable) equal to  the difference between (a) the Extranet
Minimum, and (b) the sum of Customer’s Usage Charges for that Annual Period.


 


6.2                                 Conferencing
Services Subminimum Underutilization. 
If, in any Contract Year, Customer’s Usage Charges for Qualifying
Conferencing Services are less than the Conferencing Services Subminimum, then
Customer will pay:  (1) all accrued but
unpaid charges incurred by Customer; and (2) an underutilization charge (which
Customer hereby agrees is reasonable) equal to the difference between
Customer’s Usage Charges for Qualifying Conferencing Services during such
Contract Year and the Conferencing Services Subminimum.


 


7.                                       Credits.


 


7.1                                 Installation
Waiver.  For the Term, the Company
will waive the one-time installation and other one-time, non-recurring,
standard (non-expedite) charges associated with the implementation of Services
associated with the GSA Minimum (Service Options 1 and 2)  under this Agreement,
excluding installation charges imposed by foreign PTTs and installation charges
by third party providers contracted for by Customer. In addition to the above restrictions, installation charges for the
following services are not subject to the above installation waivers: digital
subscriber line (DSL) services, services of UUNET Technologies, Inc. and its
Affiliates (domestic and international services), services provisioned by
WorldCom International, Inc., and services provisioned by or through Avantel
(in Mexico) and Stentor/Bell Canada (in Canada). The non-recurring charges
associated with the service provision of the Extranet Minimum are not included
in the Installation Waiver.


 


8.                                       Payment
and Security Deposit.


 


8.1                                 Payment
of the Company Invoices. Unless otherwise specified in a Schedule attached
hereto, all amounts due for Services shall be billed in US Dollars. Unless
otherwise specified in a Schedule attached hereto, Customer is required to pay
the Company for Services, including without limitation any applicable
underutilization charges and/or early termination charges, within thirty (30)
days after the date of receipt of the Company’s invoice. Amounts not paid
within thirty (30) days after the date of the invoice will be considered past
due and a failure to perform a material obligation under this Agreement, and
the Company may terminate this Agreement pursuant to Section 12.1 below (subject
to the cure period set forth in Section 1.3(b) above) or suspend the Services
pursuant to Section 12.3 below (subject to the cure period set forth in such
Section). Failure of the Company to invoice Customer in a timely manner for any
amounts due hereunder shall not be deemed a waiver by the Company of its rights
to payment therefor.  Where
an element of a Service is considered to be rendered directly from a third
party carrier to the Customer and where said carrier does not have a one-stop
billing arrangement with the Company that allows the Company to bill Customer
on behalf of such third party, Customer agrees to pay for said element directly
to such third party carrier.


 


8.2                                 Security
Deposit. If the Company through a
commercially reasonable evaluation, determines that Customer is financially
unstable, the Company will notify customer in writing explaining the basis for
such evaluation and may request, and Customer shall furnish within **** of such
request, a bond or other form of security deposit to assure payment  (in an amount not greater than all
installation charges plus **** actual or estimated Usage Charges for all the
Services) to assure payment.


 


8.3                                 Verification
of Taxes. On a semi-annual basis (with the beginning of the first six month
period being the Amended and Restated Services Effective Date) upon written
notice from Customer, the Company and Customer shall meet on or after the end
of the second full month after the close of the previous ****, to review the
accuracy of the Taxes (as that term is defined in section 9 below) on invoices
received during the previous ****.


 


Taxes, Governmental, and
Other Charges.


 


9.1                                 Domestic
and International Tax Charges.


 


(a)                                  All
charges are exclusive of applicable federal, state, local, and foreign gross sales,
use, excise, utility, gross receipts, value


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


4

















 


added taxes and other
taxes, similar tax-like charges, and tax-related and other surcharges as
provided in the Company’s Guide and Tariff(s) 
(“Taxes”), which Customer shall pay, as long as such Taxes are  applied by Company similarly to those Taxes
applied by Company to Company’s similarly situated customers.


 


(b)                                 In the event that Customer provides the
Company with a valid, duly executed exemption certificate, the Company shall
exempt Customer  in accordance with
applicable law, effective on the date the exemption certificate is received by
the Company.


 


(c)                                  Taxes based on the Company’s net income shall
be the sole responsibility of the Company; provided that, if Customer is
required by the laws of any foreign tax jurisdiction to withhold income or
profits taxes from any payment, Customer shall, within ninety (90) days of the
date of such withholding, provide to the Company official tax certificates
documenting remittance of such taxes to the relevant tax authorities.  Such tax certificates shall be in a form
sufficient under the US Internal Revenue Code to document the qualification of
such income or profits tax for the foreign tax credit allowable against the
Company’s US corporation income tax, and shall be accompanied by an English
translation.  Upon receipt of such
certificates, the Company will issue Customer a billing credit for the amounts
represented thereby.


 


(d)                                 If Customer disputes the application of any
Taxes, Customer shall give the Company written notice of the dispute within six
(6) months of the receipt of an invoice. 
Otherwise, such application of Taxes, as between the Company and
Customer, shall be deemed correct and binding on Customer.


 


(e)                                  The Company shall provide Customer with
reasonable assistance, at Customer’s reasonable expense), if Customer disputes
the imposition or accuracy of any
Taxes directly with a governmental entity.


 


(f)                                    Charges for services under this Agreement that
provide Customer, in whole or in part, 
with network access services will be Taxed in whole as such.  The Taxes shall be applied to these services
in accordance with the Company’s standard Tax rates and applicability for
network access services and shall be applied similarly to those applied to
similarly situated customers of such services. Unless required by law  to do otherwise, the Company shall determine
the Tax rates and applicability based on the location where such network access
services are provided.  Such
determinations are made automatically by the original billing system utilized
for such services, in accordance with the Company’s standard Tax applicability
for such services.


 


Unless the Company’s original billing system for the network access
services provided Customer under this Agreement is also utilized for final invoicing
to Customer, the Company shall manually prepare the final Customer invoice so
that the rates agreed to herein, and the associated Taxes, are properly
reflected.  To do this, the Company
shall take the amount for the charges that are processed through the original
billing system and adjust them to the amount due under this Agreement.  The applicable Taxes applied through the
original billing system shall likewise be adjusted in proportion to the
adjustment for the charges.


 


If any charge for the network access service does not flow through the
original billing system, the Taxing engine utilized by the original billing
system will be separately queried to calculate the appropriate Taxes due on
such charge.


 


Charges under this Agreement to provide Customer, in whole or in part,
with the use of Customer Premise or other equipment will be Taxed in whole as
such.  The Taxes shall be applied in
accordance with the Company’s standard Tax rates and applicability for such
Customer Premise or other equipment and shall be applied similarly to those
applied to similarly situated customers. Unless required by law to do
otherwise, the Company shall determine the Tax rates and applicability based on
the location of the equipment. Such determinations are made automatically by
the original billing system utilized for such equipment, in accordance with the
Company’s standard Tax applicability for such charges.


 


Unless the Company’s original billing system for the Customer Premise or
other equipment provided Customer under this Agreement is also utilized for
final invoicing to Customer, the Company shall manually prepare the final
Customer invoice so that the rates agreed to herein, and the associated Taxes,
are properly reflected.  To do this, the
Company shall take the amount for the charges that are processed through the
original billing system and adjust them to the amount due under this
Agreement.  The applicable Taxes applied
through the original billing system shall likewise be adjusted in proportion to
the adjustment for the charges.    If
any charge for the Customer Premise or other equipment does not flow through
the original billing system, the Taxing engine utilized by the applicable
original billing system will be separately queried to calculate the appropriate
Taxes due on such charge.


 


Taxes shall be separately stated on the invoice.  Solely for purposes of invoice display,
various Taxes may be summarized and/or combined with other Taxes on one or more
Tax lines on the invoice.


 


(g)                                 The Company shall indemnify and hold Customer
harmless from any penalty and interest imposed on Customer for the
underpayment, to the extent not due to the fault of Customer, of any Taxes that
were paid to the Company by Customer.


 


9.2                                 Pass-Through
Charges.  Unless otherwise provided
for in the applicable product description contained in a Schedule, the Company
will pass through to Customer, and Customer shall be solely responsible for,
any charges (including, without limitation, installation charges), fees, Taxes
and terms and conditions of service imposed by domestic and international
access/egress service suppliers in relation to the provision of Services,
including, but not limited to, rate fluctuations in tariffs, communications
charges and access charges that are imposed or enacted by access suppliers
after the Services Effective DateCustomer shall be responsible for any gains or
losses associated with fluctuations in the exchange rate and/or timing of
payment where access charges are billed in non-US currency and are to be paid by
Customers in US Dollars.  the Company
shall, for this limited purpose only, serve as Customer’s representative in
procuring, on Customer’s behalf and at no additional cost to Customer for so
procuring, the domestic and international access/egress services from
suppliers.


 


9.3                                 Notwithstanding
anything in this Agreement to the contrary, the Company may adjust its rates or
charges, or impose additional rates and charges, in order to recover amounts it
is required or permitted by governmental or quasi-governmental authorities to
collect from or pay to others to support statutory or regulatory programs
during the course of this Agreement, including, without limitation, Universal
Service Fund charges, Carrier Access Charges, and payphone use charges, or any
successor of any such charges, which are additional.


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


5

















 


10.                                 Confidential
Information.  The Recipient (as
defined in Section 1.5 above) agrees as to any Confidential Information that
may be disclosed to it by the Discloser (as defined in Section 1.5 above) to
(i) use the Confidential Information only for the purposes of this Agreement or
in connection with the potential or actual provision of additional
telecommunications products and services to Customer, (ii) protect such
Confidential Information from disclosure to others, using the same degree of
care used to protect its own confidential or proprietary information of like
importance, but in any case using no less than a reasonable degree of care, and
(iii) reproduce and maintain on any copies of any Confidential Information such
proprietary legends or notices (whether of Discloser or a third party) as are
contained in or on the original or as the Discloser  may otherwise reasonably request.  Subject to the restrictions in the preceding sentence, Recipient
may disclose Confidential Information received hereunder to its employees,
officers, agents and independent/sub contractors, and to its Affiliates and its
Affiliates’ officers, agents and independent/sub contractors, who have a need
to know, for the purpose of this Agreement, and who are bound to protect the
received Confidential Information from unauthorized use and disclosure under
the terms of a written agreement. 
Confidential Information shall not otherwise be disclosed to any third
party without the prior written consent of the Discloser. In any event, a party
to this Agreement which makes Confidential Information available to any third
party, including, without limitation, as permitted pursuant to this Section 10,
shall remain liable for the handling by the receiving third party of the
received Confidential Information in conformity with the requirements of this
Agreement and for the breach by any such receiving party of such requirements.
For purposes of this Section 10, disclosure by a party of Confidential
Information to the Affiliate of the other party to this Agreement or to a third
party authorized by the other party to receive such Confidential Information
shall be deemed to be a disclosure to the other party to this Agreement.  In the event that either party to this Agreement
becomes aware of any unpermitted third party disclosure of Confidential
Information hereunder, such party shall promptly notify the other party of such
disclosure.


 


10.1                           The
foregoing restrictions on use and disclosure of Confidential Information do not
apply to information that:  (i) was in
Recipient’s possession free of any obligation of confidence at the time of
Discloser’s communication thereof to Recipient; (ii) is, or becomes publicly
known, through no wrongful act or omission of Recipient;  (iii) is rightfully obtained by Recipient
from third parties authorized to make such disclosure without restriction; (iv)
is developed independently by Recipient independently of and without reference
to the Confidential Information or other information that Discloser disclosed
in confidence to any third party; or (v) is identified by Discloser as no
longer proprietary or confidential.


 


10.2                           In the event Recipient is required by law,
regulation, order of a court or governmental body or agency, or the rules of a
securities exchange to disclose any of Discloser’s Confidential Information,
Recipient will promptly notify Discloser in writing prior to making any such
disclosure in order to facilitate Discloser seeking a protective order or other
appropriate remedy from the proper authority.  Recipient agrees to
cooperate with Discloser in seeking such order or other remedy, and to exercise
reasonable efforts to obtain reliable assurances that confidential treatment
will be accorded the Confidential Information. If such assurances are not
received, the parties will use their commercially reasonable efforts  to
reach agreement as to the extent of any required disclosures, however,
notwithstanding such lack of agreement, 
Recipient shall not be precluded from making any such required
disclosures, nor will Discloser be precluded from continuing to seek said
protective order or other appropriate remedy from the proper authority.


 


10.3                           All
Confidential Information disclosed under this Agreement shall be and remain the
property of Discloser.  All such
information shall be returned to Discloser, promptly upon the earlier of: (i)
the written request of the Discloser, or (ii) termination or expiration of this
Agreement, and shall not thereafter be retained in any form by Recipient.


 


10.4                           The
parties acknowledge that their respective Confidential Information is unique
and valuable, and that breach by either party of the obligations of this
Agreement regarding such Confidential Information will result in irreparable
injury to the affected party for which monetary damages alone would not be an
adequate remedy.  Therefore, the parties
agree that in the event of a breach or threatened breach of such provisions,
the affected party shall be entitled to specific performance and injunctive or
other equitable relief as a remedy for any such breach or anticipated breach
without the necessity of posting a bond. 
Any such relief shall be in addition to and not in lieu of any
appropriate relief in the way of monetary damages.


 


11.                                 Termination
Liability. If (a) Customer terminates this Agreement during the Term other
than pursuant to Section 12.1, or (b) the Company terminates this Agreement in
accordance with Section 12.1 or 12.2, Customer will pay:  (i) all accrued but unpaid charges incurred
through the date of such termination; (ii) an amount (which Customer hereby
agrees is reasonable) equal to the aggregate of the Monthly Minimum(s) (and a
pro rata portion thereof for any partial Monthly Period) that would have been
applicable for the remaining unexpired portion of the Term  on the date of such
termination; (iii) any and all credits received by Customer hereunder (unless
otherwise specified and exclusive of the Interstate Service Credits, if any,
and foreign tax credits provided pursuant to Section 9.1(c), if any), in full,
without setoff or deduction; plus (iv) the aggregate termination charges,
payable to any third party suppliers or overseas access providers, if any, for
which the Company is or becomes contractually liable on behalf of Customer as a
result of such termination. If the Company terminates a Service in accordance
with the applicable Schedule, then Customer will pay termination charges in
accordance with that Schedule.


 


12.                                 Termination.


 


12.1                           Termination
of the Agreement for Cause. Either party may terminate this Agreement for
Cause.


 


12.2                           Termination
of the Agreement by the Company. 
WorldCom may terminate this Agreement 
immediately upon notice to Customer if (a) Customer fails to provide a
bond or security deposit as required under Section 8.2 above;  or (b) Customer provides false information
to the Company regarding the Customer’s identity, credit-worthiness, or its
planned use of the Services.  In addition,
the Company may terminate this Agreement for Cause.


 


12.3                           Immediate
Suspension of Services.   the
Company may suspend any Service provided under this Agreement following


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


6

















 


written notice to
Customer if Customer is past due on any invoice for Service and fails to pay
such invoice within ten (10) days following receipt of such written notice
thereof (except for those amounts that are clearly erroneous and provided such
error is described by Customer to WorldCom in writing within such period).   The Company may, in good faith and using
its commercially reasonable business judgment, suspend any Service provided
under this Agreement immediately and without prior notice to Customer if:
(a)  Customer fails to provide a bond or
security deposit as required under Section 8.2 above; (b) Customer provides
false information to the Company regarding the Customer’s identity,
credit-worthiness, or its planned use of the Services; (c) interruption of a
Service is necessary to prevent or protect against fraud or otherwise protect
the Company’s personnel, agents, facilities, or services; (d) Customer fails to
comply with applicable interconnection standards of the Company’s network; or
(e) Customer’s network interferes with the Company’s provision of services to
any other customers provided that such interference is not due to any action or
failure on the part of the Company or a 
Company network limitation.  If
the reason for such suspension is not caused by Customer or its Affiliates, the
Company will credit Customer all or a prorated portion (depending on the
duration of the suspension) of any monthly recurring charges for  the suspended Services.


 


12.4                           Bankruptcy.  Customer may terminate the Agreement,
without liability,: a) Upon written notice to the Company, if the Company
becomes insolvent, makes an assignment for the benefit of creditors, files a
voluntary petition or has an involuntary petition filed or action commenced
against it under the United States Bankruptcy Code, or any similar federal or
state law, becomes the subject of any proceedings related to its liquidation,
insolvency or for the appointment of a receiver or similar officer for it,
makes an assignment for the benefit of all or substantially all its creditors,
or enters into an agreement for the composition, extension, or readjustment of
all or substantially all of its obligations. 
The parties specifically acknowledge and agree that neither of the
currently pending chapter 11 bankruptcy cases involving (i) WorldCom Inc., Case
No. 02-13533, or (ii) MCI WORLDCOM Communications Inc., Case No. 02-42223,
before the United States Bankruptcy Court of the Southern District of New York,
the Honorable Arthur J. Gonzalez presiding, shall trigger Customer’s
termination rights in this section 12.4.a


 


13.                                 Indemnification.


 


13.1                           Customer
and the Company agree to defend, indemnify, and hold each other and the other’s
Affiliates and their respective independent/sub contractors harmless from and
against any claims, suits, damages and expenses (including third party claims,
suits, damages and expenses asserted against or incurred by the party seeking
indemnification)  “Indemnitee”) arising
out of or relating to bodily injury to or death of any person, or loss of or
damage to real or tangible personal property or the environment, to the extent
that such claim, suit, damage, or expense was proximately caused by any negligent
or willful tortious act or omission on the part of the party from whom
indemnity is sought, its independent/sub contractors or employees
(“Indemnifying Party”).


 


13.2(A)         In addition to the above,
Customer agrees to defend, at its own expense, and indemnify and hold harmless
MCI and its Affiliates and their respective independent/sub contractors
(collectively, the “Company Indemnitees”), from and against any claims, suits,
damages and expenses asserted against or incurred by any of the Company
Indemnitees to the extent arising out of or relating to:  (i) content disseminated via the Services by
Customer (including any of its employees) or its independent/sub contractors ;
and (ii) Customer’s connection of a 
Company product or service to any third party service or network,
including, without limitation, damages resulting from unauthorized use of, or
access to, the Company’s network by Customer or a third party obtaining access
through such connection, provided such damage could not have been avoided by the
Company’s use of reasonable precautions; (iii) violation, misuse or
misappropriation by Customer, its employees and independent/sub
contractors  of the trademarks,
copyrights, moral rights, trade secrets, or other proprietary rights or
intellectual property rights of MCI  or
the Company  (“Company Marks”)  (other than a claim based on an assertion by
a third party that the Company does not own the Company Marks); (iv) false or
misleading advertising claims made by Customer about the Services; (v)
violation of local, state or federal law by Customer; and (vi) Customer’s use
of a Service in a manner which would violate the Company Acceptable Use Policy,
which is made a part of this Agreement and is available at www.mci.com/terms
(the “Policy”), subject to the provisions of Section 2.3 above.     Customer shall have the exclusive right
to defend or settle any such claim set forth in this Section 13.2.(A).  Customer’s obligation to defend and
indemnify the Company against any claim set forth in this Section is contingent
upon: (a) the Company providing Customer within a reasonable period of time
written notice of such claim, provided that the failure of the Company to
provide the same shall not modify Customer’s obligations under this Section
13.2.(A), except to the extent that Customer is materially prejudiced


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


7

















 


thereby; (b) the Company providing Customer, at Customer’s reasonable
expense, all reasonable information and assistance requested by Customer to
settle or defend such claim set forth in this Section; and (iii) the Company surrenders
exclusive control to Customer of the defense and/or settlement of any claim,
suit or other demand.  This Section
13.2.(A) provides the sole remedies of the Company and the exclusive
obligations of Customer and its Affiliates in connection with any claim, suit,
damage or expense set forth in this Section 13.2.(A).


 


13.2.(B)        In addition to its other
indemnification obligations, the Company agrees to defend, at its own expense,
and indemnify and hold harmless Customer and its Affiliates and their independent/sub
contractors (collectively, the “Customer Indemnitees”), from and against any
claims, suits, damages and expenses asserted against or incurred by any of the
Customer Indemnitees arising out of or relating to: (i) violation, misuse or
misappropriation by the Company, its employees and independent/sub contractors
of the trademarks, copyrights, moral rights, trade secrets, or other
proprietary rights or intellectual property rights of Customer or Customer’s
Affiliates  (“Customer Marks”) (other
than a claim based on an assertion by a third party that Customer does not own
the Customer Marks); (ii) false or misleading advertising claims made by the
Company about the Services; and (iii) violations of local, state or federal law
by the Company.   The Company shall have
the exclusive right to defend or settle any such claim set forth in this
Section 13.2.(B)..  The Company’s
obligation to defend and indemnify Customer Indemnitees against any claim set
forth in this Section is contingent upon: (a) Customer providing the Company
within a reasonable period of time written notice of such claim, provided that
the failure of the Company to provide the same shall not modify the Company’s
obligations under this Section 13.2.(B), except to the extent that the Company
is materially prejudiced thereby; (b) Customer providing the Company, at the
Company’s reasonable expense, all reasonable information and assistance
requested by the Company to settle or defend such claim set forth in this
Section; (iii) Customer surrenders exclusive control to the Company of the
defense and/or settlement of any claim, suit or other demand.  This Section 13.2.(B) provides the sole
remedies of the Customer and the exclusive obligations of the Company in
connection with any claim, suit, damage or expense set forth in this Section
13.2.(B).


 


13.2 (C)        Subject to Section 14, the
Indemnifying Party shall pay all damages, settlements, its expenses and costs,
incurred in the defense, including costs of investigation (if any), court costs
and attorneys’ fees and costs.   For the
avoidance of doubt, Company and Customer Indemnitees shall be responsible for
their own attorneys’ fees and costs, court costs, costs of investigation or
similar fees and costs associated with the event giving rise to the indemnification.


 


13.3                           Intellectual
Property Infringement Indemnity.


 


13.3.1                  The Company shall at its expense
defend, indemnify and hold harmless Customer, 
including its Affiliates (collectively, “Customer Indemnities”) from and
against any claims, suits, damages and expenses asserted against or incurred by
Customer Indemnities arising out of or relating to the allegation that any
Service as delivered by the Company infringes a third party’s rights under any
patent, copyright, trademark, or trade secret right or other intellectual
property right afforded by a jurisdiction where the Services were provided  the Company shall pay (i)  judgments or settlements obtained by a third
party against the Customer Indemnitees (ii) the Company’s expenses and costs
incurred in the defense of the Customer Indemnitees  and (iii) subject to Section 14, all damages incurred by the
Customer Indemnitees, except, for the avoidance of doubt, Customer Indemnitees
shall be responsible for their own attorneys’ fees and costs, court costs,
costs of investigation or similar fees and costs associated with the event
giving rise to the indemnification.


 


13.3.2                  The Company shall be under no obligation to defend or indemnify
Customer to the extent that such third party claim, suit, or other demand
arises out of or relates to: (i) the Company’s compliance with Customer’s
specifications (unless the Company had actual knowledge that such specifications
would violate the claiming party’s intellectual property right at issue and the
Company was negligent in failing to
disclose such information to Customer, in which case the Company would bear fifty percent of the cost of
Customer’s defense of the claim); (ii) a combination of the Service with
products or services not provided by the Company,  (iii) a modification of the Service by anyone other than the
Company or its authorized independent/sub contractors, unless the Company
specifically required such modification; (iv) a use of the Service that is
inconsistent with this Agreement or the Company’s written instructions; or (v)
information, data, or other content not provided by the Company. To the extent
that a third party claim, suit or other demand arising out of one or more
conditions stated in Section 13.3.2(i) through (v) is asserted against the
Company, Customer shall at its expense defend the Company and indemnify the
Company in the amount of any final judgment or settlement thereof.


 


13.3.3                  With respect to any pending or
threatened claim, suit or other demand as to which the Company is the indemnifying
party pursuant to this Section 13.3, the Company may in its discretion and at
its own expense obtain for Customer the right to continue using the Service or
alternatively replace or modify the Service, so that it is functionally
equivalent but non-infringing. If achievement of the foregoing is not
commercially reasonable, the Company may, in its sole discretion, terminate
either the Service or this Agreement, without liability of either party to the
other, except for Customer’s obligation to pay all charges incurred up to the
time of such termination and the Company’s obligation to reimburse Customer any
prepaid and unearned fees.


 


13.3.4                  This Section 13.3 provides the sole
remedies of Customer and its Affiliates and the exclusive obligations of the
Company in connection with any third party claim, suit or other demand asserted
against Customer or its Affiliates described in this Section 13.3 or which
otherwise asserts a violation of a third party’s intellectual property rights.


 


13.5                           The
indemnifying party under any of Sections 13.1 through 13.3 shall be excused
from its obligations pursuant to the applicable Section if the indemnified
party fails to (i) provide prompt written notice of the third party claim, suit
or other demand to the indemnifying party, provided that the failure of
the  indemnified party to provide the
same shall not modify the indemnifying party’s obligations under this Section
13, except and to the extent that indemnifying party is materially prejudiced
thereby; (ii) cooperate with all reasonable requests of the indemnifying party,
at the indemnifying party’s reasonable expense; and/or (iii) surrender
exclusive control to the indemnifying party of the defense and/or settlement of
such claim, suit or other demand.


 


14.                                 Disclaimer
of Certain Damages/Limitation of the Company’s Liability.


 


14.1                           Disclaimer
of Warranties.  EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE SCHEDULES, THE COMPANY MAKES
NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY COMPANY SERVICES, RELATED PRODUCT
OR DOCUMENTATION.  EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE SCHEDULES, THE COMPANY
SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT AND THE SCHEDULES, THE COMPANY SPECIFICALLY DENIES ANY RESPONSIBILITY
FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES.


 


14.2                           Disclaimer
of Certain Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES,
INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR
GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, RELATED
PRODUCTS, DOCUMENTATION AND/OR THE INTENDED USE THEREOF, UNDER ANY THEORY OF
TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
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8

















 


IF THE PARTY HAS BEEN
ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  THIS SECTION SHALL NOT BE APPLICABLE (I) TO
THIRD PARTY SETTLEMENTS OR JUDGMENTS.


 


14.3                           Limitation
of the Company’s Liability. WITHOUT LIMITATION OF THE PROVISIONS OF SECTION
14.2 ABOVE, THE TOTAL LIABILITY OF THE COMPANY TO CUSTOMER IN CONNECTION WITH
THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (A) DIRECT DAMAGES PROVEN BY
CUSTOMER OR (B)  **** .  THE FOREGOING LIMITATION APPLIES TO ALL
CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT,
BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER
TORTS. FURTHER, THE COMPANY’S LIABILITY WITH RESPECT TO INDIVIDUAL COMPANY
SERVICES MAY ALSO BE LIMITED PURSUANT TO THE TERMS AND CONDITIONS OF THE
APPLICABLE SCHEDULE.  CUSTOMER
ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THE FOREGOING DISCLAIMERS AND
LIMITATIONS OF LIABILITY. NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED
MORE THAN **** PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING ALLEGING SUCH
CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER.  HOWEVER, NOTHING IN THIS SECTION 14.3 SHALL
LIMIT THE COMPANY’S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL
MISCONDUCT, (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY THE COMPANY’S
NEGLIGENCE, OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL
PROPERTY PROXIMATELY CAUSED BY THE COMPANY’S NEGLIGENCE; OR (D) FOR COSTS OF
DEFENSE OR THIRD PARTY SETTLEMENTS OR JUDGMENTS UNDER ANY INDEMNIFICATION
OBLIGATION ARISING UNDER   SECTION 13
ABOVE


 


14.4                           Limitation
of Customer’s Liability. WITHOUT LIMITATION OF THE PROVISIONS OF SECTION
14.2 ABOVE, THE TOTAL LIABILITY OF CUSTOMER (INCLUDING THE CORPORATIONS TAKING
SERVICE HEREUNDER) TO THE COMPANY IN CONNECTION WITH THIS AGREEMENT SHALL BE
LIMITED TO THE LESSER OF (A) DIRECT DAMAGES PROVEN BY THE COMPANY OR (B)
****.  THE FOREGOING LIMITATION APPLIES
TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION
AND OTHER TORTS.    THE COMPANY ACKNOWLEDGES AND ACCEPTS THE
REASONABLENESS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY. NO
CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN **** PRIOR TO THE
INSTITUTION OF A LEGAL PROCEEDING ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED
BY EITHER PARTY AGAINST THE OTHER. 
HOWEVER, NOTHING IN THIS SECTION 14.4 SHALL LIMIT CUSTOMERS LIABILITY:
(A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT, (B) FOR BODILY INJURY OR
DEATH PROXIMATELY CAUSED BY CUSTOMER’S NEGLIGENCE, OR (C) LOSS OR DAMAGE TO
REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY CUSTOMER’S
NEGLIGENCE; (D) FOR COSTS OF DEFENSE OR FOR THIRD PARTY SETTLEMENTS OR
JUDGMENTS UNDER ANY INDEMNIFICATION OBLIGATION ARISING UNDER SECTION 13 ABOVE;  (E) FOR AMOUNTS PAYABLE BY CUSTOMER OR THE
CORPORATIONS FOR SERVICES PROVIDED HEREUNDER; (F) FOR EARLY TERMINATION OR
UNDERUTILIZATION CHARGES INCURRED UNDER 
THIS AGREEMENT.


 


15.                                 Compliance
with Laws. All Services are provided subject to applicable local laws and
regulation, including the applicable Tariffs, the Guide and price lists of the
Company, in the countries in which Service is provided.  Each party is responsible for complying with
all laws and regulations applicable to its respective obligations related to
this Agreement and the Services including without limitation (i) local license
or permit requirements, (ii) export, import and customs laws and regulations
(such as the export and re-export controls under the US Export Administration
Regulations and/or similar regulations of the US or any other country) which
may apply to certain equipment, software and technical data provided hereunder,
and (iii) foreign corrupt practices acts. Notwithstanding the foregoing, the
Company does not represent that any necessary import, export or customs
licenses or approvals will be granted with respect to the Services provided
hereunder.   The Company represents and
warrants that it will comply with the Sarbanes-Oxley Act of 2002 as amended
from time to time (“SOX”).


 


16.                                 Participation
by Affiliates. Affiliates of the Customer, in which the Customer has an
equity ownership interest of **** or greater (“Customer Affiliates”), may
purchase Services pursuant to this Agreement. 
Customer shall remain financially responsible to the Company for all
charges incurred by Customer Affiliates hereunder.  The Services provided hereunder are intended solely for the use
and benefit of Customer and Customer Affiliates.  Customer Affiliates shall have no direct recourse to the Company and
shall direct all matters relating to ordering, delivery, availability, or
quality of services to Customer.  Use of
the Services by Customer Affiliates shall be deemed a use of the Services by
Customer.


 


17.                               Security
Regulations. The Company personnel will be instructed to comply with
security regulations pertinent to each Customer     location and reasonable oral security instructions or demands
of that location’s personnel. The Company personnel, when deemed appropriate by
Customer, in its sole discretion, will be issued a visitor identification card
by such entity. Such cards will be surrendered by  the Company personnel upon demand by the issuer and without
further demand upon expiration or termination of this Agreement.   The Company shall not attempt to gain
access to restricted areas, to systems, or to Confidential Information in the
possession of Customer   beyond the
access permitted by that entity.


 


18.                                 Performance
of Services.  The Company shall
provide the Services, including installations, in a good and workmanlike manner
in accordance with generally accepted industry standards.


 


19.                                 Notice
of Known Defects.  The
Company will use reasonable efforts to inform Customer of any defects in the
Services known to the Company which might materially interfere with operation
or use of the Services.   The Company
represents  that it knows of no material
defect in the Services security mechanisms, of any time bombs (code inserted by
the manufacturer or the Company, which is


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


9

















 


not described in the
documentation or otherwise disclosed to Customer, whose purpose is to halt
effective operation or use of the Service on conditions set by or triggered by
any event or person other than Customer), viruses (code embedded in a component
of the Service whose purpose is to halt effective operation or use of the
Service on conditions set by or triggered by an event or a person other than
Customer), trap doors (means by which an unauthorized user may circumvent the
security protections of the Service or any part thereof), and similar devices.  The Company will use its reasonable efforts
to promptly give written notice to Customer of any later discovered defects in
its security mechanisms, such as time bombs, viruses, trap doors, or similar
devices during the effectiveness of this Agreement.  Notwithstanding the foregoing, the Company makes no
representation or warranty to Customer as to the security of the Service and
does not guarantee that the Service will be secure from unauthorized use.


 


20.                                 Use
of Names and Marks:  Nothing in this
Agreement shall create in either party any rights in any trademark, trade name,
service mark, insignia, symbol, identification and/or logotype of the other
party (including its parent, subsidiaries and affiliates).  Before either party uses any such mark of
the other party, it shall obtain the prior written consent of the other party.


 


21.                                 Not Used


 


22.                                 Personnel.


 


22.1                           In no
event shall a party or employees or independent contractors of that party be or
be considered employees or independent contractors of the other party.  Except as stated herein, matters governing
the terms and conditions of employment of a party’s employees and
independent/sub contractors are entirely within the control of that party.  Except as stated herein, each party’s
business matters such as work schedules, wage rates, withholding income taxes,
disability benefits or the matter and means through which a party’s obligations
to its employees or other independent/sub contractors will be accomplished are
entirely within the discretion of the party. 
Each party will be responsible for the supervision, direction and
control of its own personnel while engaged in performance of activities under
this Agreement. When this Agreement
requires performance by the Company or Customer’s employees or independent/sub
contractors on the other party’s (including the Corporations’, or other
independent/sub contractor’s) premises, the performing party shall carry and
maintain Worker’s Compensation Insurance in the minimum amounts of  **** and **** and Commercial Liability
Insurance with a limit of not less than **** 
on ISO occurrence form CG 00 01 01 96 (or a substitute form providing
equivalent coverage) covering its employees or independent/sub contractors (or
require its independent/sub contractors to carry and maintain such insurance)
in addition to any other statutory requirements applicable to the location
where Services are to be performed. The performing party shall also
carry and maintain Professional Liability (or require its independent/sub
contractors to carry and maintain such insurance) against losses or damages
caused by the performing party’s errors and omissions in performing
professional duties. Each party understands
that the other may self-insure a large portion of its Commercial General
Liability insurance in order to meet its obligations set forth herein.  Each party shall carry automobile liability
insurance with a limit of not less than **** each accident.  All policies shall contain waivers of
subrogation. Each party will comply with all applicable governmental
regulations, pay all applicable taxes, and exercise control over its personnel
(including its independent/sub contractors). 
Each party  shall be responsible
for its own employee taxes or other governmental taxes, fines, or fees (including
all such taxes, any interest or penalties and reasonable attorney’s fees and
costs related thereto) related to the employment of its personnel, and shall
indemnify and hold harmless the other party from any liability therefor.


 


22.2                           During
the effectiveness of this Agreement and for six months thereafter, a party
(“Designating Party”) shall not hire the other party’s employees , who, for
MCI, are involved in the performance of the Services, and, for Customer,  are located in Customer’s New York, Connecticut,
and Maryland locations, unless that employee has not been an employee of the
Designating Party  for  6 months


 


22.3                           Security
Audit.  Once during the Term, MCI
agrees, on behalf of the Company, to allow a third party auditor, paid for by
the Customer (the “Auditor”), to audit Company’s compliance with Company’s  security processes.  Such Auditor shall be chosen by the Customer
from a list compiled and agreed to jointly by the parties of third party
auditors experienced in performing such audits.  The Auditor shall execute a non-disclosure agreement with the
Company no less restrictive than the terms of Section 10 herein prior to start
of the audit.  The parties acknowledge
and agree that the Auditor shall not audit the Company backbone network or any
systems or networks related to the provision of services to other Company
customers.  The scope of the audit shall
be limited to the Services, Customer-specific equipment and related CPE and
Network Control Center systems.


 


The Company shall only be required to provide
40 hours of Company resource to assist in the audit process.


 


To the extent that the Auditor finds that the
Company has failed to comply with its own security processes, the Customer
shall provide the Company with written notice of such non-compliance and the
Company shall have **** to cure the non-compliance from the receipt of
Customer’s notice.


 


23.                                 Miscellaneous.


 


23.1                           Assignment.
Neither party may assign this Agreement, or any rights or obligations hereunder
without the prior written consent of the other party, which consent shall not
be unreasonably withheld.  Any attempted
assignment without such prior written consent shall be void.  Notwithstanding the foregoing, the Company
may freely assign this Agreement to its parent or any of their subsidiaries or
affiliates, or any successor in interest and the Company shall ensure that such
assignee or successor shall be bound by the terms and conditions of this
Agreement.  Customer may assign this
Agreement   to its parent or any of
their subsidiaries or affiliates upon the Company’s approval of the
creditworthiness of the proposed assignee, which shall not be unreasonably
delayed or withheld. Customer may share the use of the Services with the
Corporations subject to the terms and conditions set forth herein provided that
Customer shall be responsible for such use by the Corporations. Subject to the
foregoing, in the event of any assignment of this Agreement or any rights
hereunder by either party, the assigning party shall remain liable for the performance
of its obligations hereunder. Any attempted transfer or assignment of this
Agreement by either party not in accordance with the terms of this Section 23.1
shall be null and void.


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


10

















 


23.2                           Governing
Law.  The construction,
interpretation and performance of this Agreement, and all causes of action
arising out of this Agreement, whether in contract, indemnity, warranty, strict
liability, tort, or otherwise, shall be governed as follows: (1) as to elements
subject to the Communications Act of 1934, as amended (“the Telecom Act”), by
the Telecom Act; (2) as to elements subject to the Securities Act, by the
Securities Act, and (3) as to elements not controlled by the Telecom Act or the
Securities Act, by the domestic law of the State of New York without regard to
its choice of law principles.


 


23.3                           English
Language.  In the event of a
conflict between this Agreement and any subsequent translations, this English
language version shall prevail.


 


23.4                           Enforceability.
If any paragraph or clause of this Agreement shall be held to be invalid or
unenforceable by any body or entity of competent jurisdiction, then the
remainder of the Agreement shall remain in full force and effect and the
parties shall promptly negotiate a replacement provision or agree that no
replacement is necessary.


 


23.5                           No
Waiver. Neither party’s failure, at any time, to enforce any right or
remedy available to it under this Agreement shall be construed to be a waiver
of such party’s right to enforce each and every provision of this Agreement in
the future.


 


23.6                           Notice.
Any notice required to be given under this Agreement shall be in writing, in
English, and transmitted via overnight courier, hand delivery or certified or
registered mail, postage prepaid and return receipt requested, to the parties
at the addresses set forth below or such other addresses as may be specified by
written notice. Notice sent in accordance with this Section shall be deemed
effective when received. A party may from time to time designate another
address or addresses by notice to the other party in compliance with this
Section.


 


	
  If to the Company:

  	
   

  	
  MCI WORLDCOM
  Communications, Inc.

  
	
   

  	
   

  	
  1 International Drive

  
	
   

  	
   

  	
  Rye Brook, New
  York10573

  
	
   

  	
   

  	
  Attn: ****

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  MCI WORLDCOM
  Communications, Inc.

  
	
   

  	
   

  	
  2 International Drive

  
	
   

  	
   

  	
  Rye Brook, New
  York  10573

  
	
   

  	
   

  	
  Attn: ****

  
	
   

  	
   

  	
   

  
	
  If  to Customer:

  	
   

  	
  The Nasdaq Stock
  Market, Inc.

  
	
   

  	
   

  	
  80 Merritt Boulevard

  
	
   

  	
   

  	
  Trumbull, CT 06611

  
	
   

  	
   

  	
  Attn: ****

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Nasdaq Stock
  Market, Inc.

  
	
   

  	
   

  	
  80 Merritt Boulevard

  
	
   

  	
   

  	
  Trumbull, CT 06611

  
	
   

  	
   

  	
  Attn: ****

  
	
   

  	
   

  	
   

  
	
  With copy of notice of
  default or dispute to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Nasdaq Stock
  Market, Inc.

  
	
   

  	
   

  	
  1801 K Street, N.W.- 8th
  Floor

  
	
   

  	
   

  	
  Washington, DC 20006

  
	
   

  	
   

  	
  Attn: ****

  



 


23.7                           Force
Majeure. Any delay in or failure of performance by either Customer or the
Company under this Agreement (other than repeated failures to comply with
payment obligations) shall not be considered a breach of this Agreement if and
to the extent caused by events beyond the reasonable control of the party
affected, including but not limited to acts of God, embargoes, governmental
restrictions, strikes, riots, wars or other military action, civil disorders,
rebellion, fires, floods, vandalism, terrorism or sabotage.  Market conditions and/or fluctuations (including
a downturn of a party’s business) shall not be deemed force majeure
events.  The party whose performance is
affected by such events shall promptly notify the other party, giving details
of the force majeure circumstances, and the obligations of the party giving
such notice shall be suspended to the extent caused by the force majeure and so
long as the force majeure continues, and the time for performance of the
affected obligation hereunder shall be extended by the time of the delay caused
by the force majeure event. Notwithstanding the foregoing, if a force majeure
event extends more than 20 days, then the Company or Customer may terminate the
affected Service(s) (or the entire Agreement if all Services are affected)
without liability upon ten (10) days’ prior written notice to the party whose
performance is impaired by such event, provided that performance is not resumed
within such ten day period.


 


23.8                           Use
of Facilities and Equipment. The Company’s obligation under this Agreement
is to furnish services consisting of facilities and equipment that is
exclusively of the Company’s choosing.  
Unless otherwise provided for in this Agreement, the Company may
substitute facilities or equipment used to furnish the Services or substitute
comparable service for any Service furnished under this Agreement, at any time.


 


23.9                           Survival.  The provisions of this Agreement which by
their nature are intended to survive this agreement shall survive the
termination or expiration of this Agreement.


 


23.10                     General.
This Agreement, including the Tariffs, the Guide, the Schedules, the
Attachments and any other documents incorporated herein by reference,
constitutes the entire agreement between the parties with respect to its
subject matter, and supersedes all other representations, understandings or
agreements regarding this Agreement’s subject matter which are not fully
expressed herein. No amendment to this Agreement shall be valid unless in
writing and signed by both parties; provided however, that the Company may
modify its Tariffs and/or the Guide from time to time in accordance with law
and thereby affect the services furnished to Customer.  Section titles or references used in this
Agreement shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties evidenced
hereby. The provisions of this Agreement which by their nature are intended to
survive this Agreement shall survive the termination or expiration of this
Agreement.  The parties have duly
executed and agreed to be bound by this Agreement as evidenced by the
signatures of their authorized representatives.


 


23.11                     Signature
Authorization. The parties have duly executed and agreed to be bound by
this Agreement as evidenced by the signatures of their authorized
representatives.  Each party represents
and warrants to the other that the signatory identified beneath its name has
full authority to execute this Agreement on its behalf.


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


11

















 


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


12

















 


SCHEDULE ONE


 


REGULATED TARIFFED SERVICES


 


1.               Service
Provisioning and Receipt.  The
Company will provide to Customer intrastate and local telecommunications
Service(s) pursuant to the applicable Tariffs of the Company and its US-based
affiliates and successors.


 


2.               Services.  The provisions in this Schedule contain
additional rates, discounts and certain other provisions applicable to the
Services provided to Customer pursuant to this Schedule One and the Tariffs
(the “Regulated  Tariffed Services”).


 


3.               Tariff
Option.  The Company shall, if
required, file a Tariff Option consistent with the terms of this Schedule.


 


4.               Interstate
Service Credits.


 


4.1         Customer will pay
standard tariffed rates for domestic intrastate the Company inbound and
outbound voice service in all states. 
Customer will receive a monthly recurring credit to be applied to
Customer’s interstate and international Usage Charges for Regulated
Non-Tariffed Services hereunder equal to the sum of: (i) the product of  a fixed discount of **** multiplied by
Customer’s intrastate (except Maryland) outbound voice service (Feature Option
3A) Usage Charges for the current Monthly Period at standard Tariffed rates,
plus (ii) the product of a fixed discount of **** multiplied by Customer’s
intrastate (except Maryland)  inbound
voice service (Feature Option 3B) Usage Charges for the current Monthly Period
at standard Tariffed rates. 
Notwithstanding the foregoing, in no event shall the amount of any such
Interstate Service Credit exceed Customer’s interstate and international Usage
Charges for Regulated Non-Tariffed Services for the Monthly Period in which
such credit is to be applied.  All of
the foregoing credits are in lieu of any other rates or discounts (tariffed or
otherwise).


 


4.2         Customer shall receive
each month a credit against its interstate the Company switched data service
Usage Charges  in an amount equal to the
sum of (i) the product of a fixed discount of **** multiplied by Customer’s
intrastate the Company switched data service (Feature Option 3A) Usage
Charges  calculated at standard tariff
rates for the current Monthly Period at standard Tariffed rates, plus (ii) the
product of a fixed discount of **** multiplied by Customer’s intrastate the
Company inbound switched data service (Feature Option 3B) Usage Charges for the
current Monthly Period at standard Tariffed rates.  All of the foregoing credits are in lieu of any other rates or discounts
(tariffed or otherwise).


 


4.3         Notwithstanding the
foregoing, in no event shall the aggregate amount of the credits described in
this Section 4 exceed Customer’s interstate and international Usage Charges for
Regulated Services for the Monthly Period in which such credit is to be
applied.  All of the foregoing credits
are in lieu of any other rates or discounts (tariffed or otherwise).


 


5.               Local Services .


 


5.1         From time to time during
the Term, MCI or the Company may offer local access or local exchange telephone
services (collectively, “Local Service”). 
As of the Effective Date, Local Service is provided by MCI or Company
pursuant to applicable state tariffs. “Local Service Charges” (as defined
below) will contribute to Customer’s Monthly Minimum, but will not be eligible
to receive any discounts under this Agreement unless otherwise expressly
stated.  For purposes of this Agreement,
“Local Service Charges” means the Company’s Tariffed or standard rates and
charges for Local Service, net of associated credits or discounts, and includes
applicable monthly usage and monthly recurring charges, local line charges,
analog and digital trunk charges, and Direct-Inward Dialing analog, digital and
number charges.  Local


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


13

















 


Service Charges do not
include charges for resold local exchange services, Directory Assistance
charges and surcharges, charges for enhanced services (such as charges for
voice mail or call manager), non-recurring charges, Operator Services charges
and surcharges, access/egress (or related) charges imposed by a third party
other than MCI or the Company, applicable sales, use, excise, utility, and
gross receipts taxes and other similar tax-like surcharges.


 


5.2         Where the Company has
received applicable regulatory approval and filed the necessary Tariff(s), Customer
shall be enrolled in an the Company On-Net Term Plan and will receive the
discount associated with the **** and **** (currently ****) on its eligible
monthly charges for the Company facilities-based local exchange service.
Enrollment in the the Company On-Net Term Plan hereunder is subject to the
terms and conditions of the the Company On-Net Term Plan program set forth in
the applicable Tariffs or price lists.


 


Additionally, Customer
shall receive a lump sum, incremental credit based on Customer’s calendar year
Local Service Charges equal to or in excess of **** in accordance with the
table below.  For example, if Customer’s
annual Local Service Charges equal ****, Customer shall receive a lump sum
credit of ****; if Customer’s annual Local Service Charges equal ****, Customer
shall receive a lump sum credit of **** calculated as ****.


 


	
  Annual
  Local Service Usage

  	
   

  	
  Incremental
  Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


Customer shall be
eligible for all Company Local Service programs and promotions, exclusive of
the Company Charter Member or  Company
Investor programs and promotional rates and discounts affecting Local Service
Charges.


 


6.               Maryland
Intrastate Rates.


 


6.1         In lieu of any other
rates or discounts, for intrastate outbound voice service (Option ****) within
Maryland, Customer shall receive the following fixed postalized rates based on
call origination/termination type:


 


	
  ORIGINATION

  	
   

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
  LOCAL

  	
   

  	
  DEDICATED

  	
   

  	
  SWITCHED

  	
   

  
	
  LOCAL

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  DEDICATED

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  SWITCHED

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  



 


6.2         In lieu of any other
rates or discounts, for intrastate inbound voice service (Option ****) within
Maryland, Customer shall receive the following fixed postalized rates based on
call termination type:


 


	
  ORIGINATION

  	
   

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
  LOCAL

  	
   

  	
  DEDICATED

  	
   

  	
  SWITCHED

  	
   

  
	
  LOCAL

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  SWITCHED

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  



 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


14

















 


#


 


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


15

















 


SCHEDULE TWO


 


UNITED STATES ENHANCED SERVICES


 


1.                                       Enhanced
Service(s).  The term “Enhanced
Service(s)” means only those non-tariffed and non-regulated services provided by the
Company to Customer pursuant to this Schedule Two.  Attachment 2-1, attached hereto and incorporated by reference,
contains additional rates, discounts and certain other provisions applicable to
the Enhanced Services provided to Customer pursuant to this Schedule Two.  To the extent that the terms and conditions
of  Attachment 2-1 are inconsistent with
the terms and conditions of this Schedule Two, Attachment 2-1 governs with
respect to the corresponding Enhanced Service.


 


#


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


16

















 


ATTACHMENT 2-1


WorldCom Audio-On-Demand


 


1.                                       Audio-on-Demand
Service


 


Audio-on-Demand Service
offers the capability to allow access to a menu of up to twenty (20) stored
audio conferences via touch-tone phone. 
Customer can either administer the application directly or request
assistance from the Company to manage the application.  Audio-on-Demand Service options include
voice response and customized greetings.


 


2.                                       Rates and
Charges


 


A.                                   Pricing
Structure:  The pricing structure
for WorldCom Audio-On-Demand consists of the following elements:  SET-UP FEES, MAINTENANCE FEES, TOLL-FREE
NUMBER USAGE CHARGES, TOLL NUMBER USAGE CHARGES, VOICE RESPONSE TRANSCRIPTION
FEES, VOICE RESPONSE ACTIVATION FEES, VOICE RESPONSE RETRIEVAL FEES, VOICE
RESPONSE TAPE FEES, and VOICE TALENT FEES. 
All pricing elements shall receive the Company’s then-current standard
list rates, as may be changed from time to time.  Except as specifically stated herein, the current standard list
pricing is as follows:


 


(i)                                     SET-UP
FEES: Customer will be charged the standard list price, currently ****, for the
one-time set-up fees associated with WorldCom Audio-On-Demand service.


 


(ii)                                  MAINTENANCE
FEES: Customer will be charged the standard list price, currently ****, during
each Monthly Period of the Term for the Maintenance Fees associated with
WorldCom Audio-On-Demand service.


 


(iii)                               TOLL-FREE
NUMBER USAGE CHARGES:  Customer will be
charged **** per participant for Toll-Free Number Usage charges during each
Monthly Period of the Term.


 


(iv)                              TOLL
NUMBER USAGE CHARGES:  Customer will be
charged **** per participant for Toll Number Usage charges during each Monthly
Period of the Term.


 


(v)                                 VOICE RESPONSE TRANSCRIPTION FEES:  Customer will be charged the  standard list price, currently **** plus an
administrative access fee* per transcription, for Voice Response Transcription
fees. (*  ****charge for downloading the
information for Voice Response Reporting.)


 


(vi)                              VOICE
RESPONSE ACTIVATION FEES: Customer will be charged the standard list price,
currently **** per activation, for Voice Response Activation Fees.


 


(vii)                           VOICE RESPONSE RETRIEVAL
FEES:  Customer will be charged the
standard list price for Voice Response Retrieval fees, which is currently ****
per person limited to **** prompts.


 


(viii)                        VOICE
RESPONSE TAPE FEES:  Customer will be
charged the standard list price, currently **** per tape used, for Voice
Response Tape fees.


 


(ix)                                VOICE
TALENT FEES:  Customer will be charged
the standard list price, currently  ****
for every **** per recorded voice, for Voice Talent fees.


 


#


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


17

















 


ATTACHMENT 2-2


WorldCom Instant Replay PLUS


 


1.                                       Instant
Replay PLUSSM  Service


 


Instant Replay PLUSSM
is a conferencing application that combines Integrated Voice Response, Voice
Messaging and Fax back capabilities. 
Callers may access a recording of a specific audio conference either by
toll-free access or toll access. 
Recorded prompts give a caller various options, including entering a fax
number to receive an agenda or other information by fax, listening to a
recording of the audio conference, retrieving a specific “Hot Topic” by
recorded message or fax while listening to the audio conference (in which case
the caller will temporarily exit out of the recording of the audio conference
and return after retrieving the Hot Topic), and leaving detailed messages at
the end of the caller’s call.  In
addition, a caller may pause or rewind the recording.  Instant Replay PLUSSM allows Customer to select up to
nine (9) Hot Topics.  If a Hot Topic is
used as a recorded message, there is a **** time limit per Hot Topic.  Customer may choose toll-free access, toll
access or both.


 


2.                                       Rates and
Charges


 


A.                                   Pricing
Structure:  The pricing structure
for WorldCom Instant Replay PLUS consists of the following elements: SET-UP
FEES, MAINTENANCE FEES, TOLL-FREE NUMBER USAGE CHARGES, TOLL NUMBER USAGE
CHARGES, VOICE RESPONSE TRANSCRIPTION FEE, VOICE RESPONSE ACTIVATION FEES,
VOICE RESPONSE RETRIEVAL FEES, VOICE RESPONSE TAPE FEES, DOMESTIC FACSIMILE
FEES, and INTERNATIONAL FACSIMILE FEES. 
All pricing elements shall receive the Company’s then-current standard
list rates, as may be changed from time to time. Except as specifically stated
herein, the current standard list pricing is as follows:


 


(i)                                     SET-UP
FEES: Customer will be charged the standard list price, currently **** per
service, for the one-time set-up fees associated with WorldCom Instant Replay
PLUSSM.


 


(ii)                                  MAINTENANCE
FEES: WorldCom will waive the standard list price during each Monthly Period of
the Term for the Maintenance Fees associated with WorldCom Instant Replay PLUSSM.


 


(iii)                               TOLL-FREE NUMBER USAGE
CHARGES:  Customer will be charged ****
per minute per participant for Toll-Free Number Usage charges during each
Monthly Period of the Term.


 


(iv)                              TOLL
NUMBER USAGE CHARGES:  Customer will be
charged **** per minute per participant for Toll Number Usage charges during
each Monthly Period of the Term.


 


(v)                                 VOICE RESPONSE TRANSCRIPTION FEES:  Customer will be charged the  standard list price, currently **** plus an
administrative access fee* per transcription, for Voice Response Transcription
fees. (*  **** charge for downloading
the information for Voice Response Reporting.)


 


(vi)                              VOICE
RESPONSE ACTIVATION FEES:  Customer will
be charged the standard list price, currently **** per activation, for Voice
Response Activation Fees.


 


(vii)                           VOICE RESPONSE RETRIEVAL
FEES:  Customer will be charged the
standard list price for Voice Response Retrieval fees, which is currently ****
per person limited to **** prompts.


 


(viii)                        VOICE RESPONSE TAPE FEES:  Customer will be charged the standard list
price for Voice Response Tape Fees, which is currently **** per tape used.


 


(ix)                                DOMESTIC
FACSIMILE FEES:  Customer will be
charged **** per page for Domestic Facsimile Fees associated with WorldCom
Instant Replay PLUSSM.


 


(x)                                   INTERNATIONAL
FACSIMILE FEES: Customer will be charged the then-current standard list price,
which varies by where the usage originates from and/or terminates to, for
international service.


 


(xi)                                INSTANT
REPLAY PLUS INDEX SELECT SET-UP FEE: 
Customer will be charged **** per service* for the set-up fees associated
with Instant Replay Plus Index Select.


 


(xii)                           INSTANT REPLAY PLUS PRE OR
POST-SURVEY SET-UP FEE:  Customer will
be charged **** per service* for the set-up fees Instant Replay Plus Pre or
Post-Survey.


 


(xiii)                          INSTANT REPLAY PLUS PRE AND
POST SURVERY SET-UP FEE:  Customer will
be charged **** per service* for the set-up fees associate with Instant Replay
Plus Pre and Post Survey.


 


*Per IVR access number or Multipoint Fax mailbox set
up.


 


#


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


18

















 


ATTACHMENT 2-3


RSVP


 


1.                                       Service
Description


 


RSVP Service is an integrated service offering that allows callers to
leave either voice and/or fax messages on a single customer message
repository.  RSVP Service integrates
voice, fax, and data communications into a single number for message receipt
and retrieval.  Callers can reach an
RSVP Service via a dedicated toll-free number or through a toll access number
defined by the selected area.


 


2.                                       Rates and
Charges


 


A.                                   Pricing
Structure:  The pricing structure
for WorldCom RSVP consists of the following elements:  SET-UP FEES, MAINTENANCE FEES, TOLL-FREE NUMBER USAGE CHARGES,
TOLL NUMBER USAGE CHARGES, VOICE RESPONSE TRANSCRIPTION FEES, VOICE RESPONSE
RETRIEVAL FEES, VOICE RESPONSE TAPE FEES, VOICE TALENT FEES, PHONE OR PAGE
MESSAGE NOTIFICATION RATES, DOMESTIC FACSIMILE FEES, and INTERNATIONAL
FACSIMILE FES.  All pricing elements
shall receive the Company’s then-current standard list rates, as may be changed
from time to time.  Except as
specifically stated herein, the current standard list pricing is as follows:


 


(i)                                     SET-UP
FEES: Customer will be charged the standard list price, currently ****, for the
one-time set-up fees associated with RSVP service.


 


(ii)                                  MAINTENANCE
FEES: The Company will waive the standard list price during each Monthly Period
of the Term for the Maintenance Fees associated with RVSP.


 


(iii)                               TOLL-FREE NUMBER USAGE
CHARGES:  Customer will be charged ****
per minute per participant for Toll-Free Number Usage charges during each
Monthly Period of the Term.


 


(iv)                              TOLL
NUMBER USAGE CHARGES:  Customer will be
charged **** per minute per participant for Toll Number Usage charges during
each Monthly Period of the Term.


 


(v)                                 VOICE
RESPONSE TRANSCRIPTION FEES:  Customer
will be charged the standard list price, currently **** plus an administrative
access fee* per transcription, for Voice Response Transcription fees. (*  **** per minute charge for downloading the
information for Voice Response Reporting.)


 


(vi)                              VOICE
RESPONSE RETRIEVAL FEES:  Customer will
be charged the standard list price for Voice Response Retrieval fees, which is
currently **** per person limited to **** prompts.


 


(vii)                           VOICE RESPONSE TAPE
FEES:  Customer will be charged the
standard list price, currently  **** per
tape used, for Voice Response Tape fees.


 


(viii)                        VOICE TALENT FEES:  Customer will be charged the standard list
price, currently **** for every **** minutes per recorded voice, for Voice
Talent fees.


 


(ix)                                PHONE
OR PAGE MESSAGE NOTIFICATION RATES: Customer will be charged the standard list
price, currently **** per notification, for phone or page message notification
fees.


 


(x)                                   DOMESTIC
FACSIMILE FEES:  Customer will be
charged **** per page for Domestic Facsimile Fees associated with RSVP.


 


(xi)                                INTERNATIONAL
FACSIMILE FEES: Customer will be charged the then-current standard list price,
which varies by where the usage originates from and/or terminates to, for
international facsimile fees associated with RSVP service.


 


#


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


19

















 


ATTACHMENT 2-4


WorldCom
Multipoint Fax


 


1.                                      Multipoint
Fax Service Description.  Multipoint
Fax provides simultaneous fax document distribution to multiple fax machines or
personal computers.  In order to make
use of the Multipoint Fax Service, Customer must provide the Company with fax
distribution lists via e-mail, fax, mail, diskette, or modem.  Under Standard Multipoint Fax Service,
WorldCom will make up to four (4) attempts to send a fax to each destination on
a fax distribution list.  After the fax
has been successfully delivered to each destination on the list, or after four
(4) attempts have been made to deliver the fax to those destinations to which
it could not be successfully delivered, Customer will be faxed a Non-Delivery
Detail Report or All-Attempt Delivery Detail Report (as specified by the
Customer at the time service is established). 
The Report will show, by destination, whether the transmission was
successful or failed.  A cover sheet is
considered a page.  Customer does not
pay for any transmitted pages that were not delivered successfully.


 


The Company also offers the
Administrative Software Option, which will provide Customer with all of the
features of Standard Multipoint Fax Service, while also providing Customer with
the capability to upload distribution lists and initiate a fax distribution
from its own PC with fax software.  In
order to take advantage of the Administrative Software Option, Customer must
license the Multipoint Fax administrative software, which must be returned to
the Company upon expiration or termination of this Attachment 2-4.  If Customer subscribes for the Administrative
Software Option, Customer will be permitted to choose:  (i) how many attempts it wants the
Multipoint Fax Service to make with respect to each destination, (ii) the use
of Text Merge, which provides Customer with a choice of the type and
positioning of information on the page (up to five fields), (iii) a cover
sheet, and (iv) the delivery report received (Non-Delivery Detail Report which
only shows failed deliveries or the All-Attempt Delivery Detail Report,
which  shows successful and failed
deliveries).


 


2.                                      Rates
and Charges. Customer shall be charged the then-current Company standard
list rates (as may be changed from time to time) for all features associated
with Multipoint Fax. Customer will be charged **** per page for domestic fax
processing fee.  Additionally, the
current standard list pricing is as follows:


 


	
  Description of Fee

  	
   

  	
  Rates and
  Charges

  	
   

  
	
  Set-Up Fees:

  	
   

  	
  **** per Service*

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Maintenance
  Fees:

  	
   

  	
  ****

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Multipoint Fax
  Administrative Software License:

  	
   

  	
  ****

  	
   

  
	
  Fax Processing
  Fee (International):

  	
   

  	
  ****

  	
   

  



 












*Per Multipoint Fax mailbox set up.


 


#


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


20

















 


ATTACHMENT
2-5


WORLDCOM
CONFERENCE WEBCAST SERVICE


 


1.                                       Definitions.


 


1.1                                 “Content”
refers to the information, materials, copyrights, trademarks, data, images, and
any other intellectual property disseminated via the WorldCom Conference
Webcast Service.  Customer will load the
Content through a web-based interface or with the Company’s assistance.


 


1.2                                 “Event(s)”
shall mean either a live or recorded audio or video one-way conference or an
interactive videoconference using audio and video streaming services, which
provide for the ability to take an encoded stream and access it from a web site
so that one or more Participants can view the live or recorded Event via an
Internet browser.


 


1.3                                 “Host”
refers to the Customer’s single point of contact for all issues relating to the
Content.  The Host is the main
coordinator of the Event and the person who makes reservations for the Event.


 


1.4                                 “Maximum
Simultaneous Streams” (MSS) refers to the maximum number of Participants who
can view an Event, either live or recorded, at the same time.


 


1.5                                 “Meeting
Manager” is  the Company representative who helps the Host and Presenter coordinate the
Event.


 


1.6                                 “On-Demand
Content” refers to Content that is stored and can be viewed by Participants on
demand.


 


1.7                                 “Participants”
refer to those individuals accessing and viewing a Customer’s Event via the
WorldCom Conference Webcast Service.


 


1.8                                 “Presenter”
is the person under whose name the Event has been reserved.  The Presenter may also be the Host of the
Event.


 


2.                                       Service
Provision.   The WorldCom Conference Webcast Service
(hereinafter referred to as the “Webcast Service”) is not offered pursuant to a
tariff, but shall be provided pursuant to the terms and conditions of this
Attachment and applicable provisions in the Agreement.  If at any time during the term of this
Attachment, the Company tariffs any non-tariffed portion of the Webcast Service
provided to Customer (“Newly Tariffed Service”), Customer agrees that such
tariff shall govern with respect to the Newly Tariffed Service.  The Newly Tariffed Service shall continue to
be provided to Customer at the same rates, charges, discounts, term commitment,
and volume commitment, if any, as set forth herein.


 


3.                                       Service
Description.  The Webcast
Service refers to those audio and video streaming services and applications
offered by the Company, which provide for the ability to digitally encode
Content taken directly from an audioconferencing or  videoconferencing bridge and make the Content available for
Participants to view the live or recorded Event via an Internet browser.  Video streaming services are not currently available.


 


4.                                       Limits on
Use.  The Webcast Service is
only provided to Customer in conjunction with an operator attended
audioconference call (Standard or Premier) or Premier level videoconference
call service of WorldCom Conferencing Services.  Resale to or use by another organization is prohibited.  The Company may suspend the Webcast Service
or terminate this Attachment effective upon notice for violation of the terms
and conditions of this Section.


 


5.                                       Term and
Usage.


 


5.1              Term: Customer’s
usage of the Webcast Service shall be co-terminous with the term of the
Agreement.  Installation of the Webcast
Service may begin upon Customer’s signature.


 


5.2              Usage:  Customer’s usage of the Webcast Service
(after application of applicable discounts) will contribute to Customer’s  Monthly Minimum.


 


6.                                       Rates and
Charges.  Except as provided
herein, the rates and discounts, if any, contained herein will apply through
the Term of this Attachment to the service packages (collectively referred to
as the “Service Packages”) set forth below in this Section 6.  In addition to the charges set forth in this
Section 6 for the Service Packages, Customer must pay the applicable charges for
the Company Videoconferencing and Audioconferencing Services associated with
Customer’s use of the Webcast Service. 
The pricing set forth in this Section 6 applies to all audio and video
Events.  An audio Event may not exceed
eight (8) hours, and a video Event may not exceed five and one-half (5.5)
hours.


 


6.1              Conference
Webcast Audio Streaming Service Package


 


	
  Participants

  	
   

  	
  Event
  Price

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


21

















 


6.2              Conference
Webcast Video Streaming Service Package*


 


	
  MSS
Participants

  	
   

  	
  Event Price

  	
   

  
	
  Up to ****

  	
   

  	
  ****

  	
   

  



 












*This Service Package not available at this time.


 


6.3              Conference
Webcast  Video Streaming Plus Service
Package*


 


	
  MSS

  Participants

  	
   

  	
  Event
  Price

  	
   

  
	
  Up to 500

  	
   

  	
  $2,600

  	
   

  



 












*This Service Package not available at this time.


 


6.4              Additional
Features


 


Audio
Replay       ****


 


Video Replay for up to **** is included as part of the
Conference Webcast Video Streaming and Conference Webcast Video Streaming Plus
Service Packages.


 


Authenticated List Security
Feature    ****


 


7.                                       Maximum
Number of Participants/Maximum Simultaneous Streams (MSS). (a) The
Maximum Number of Participants for  all Audio Service Packages is ****. (b)
The Maximum Simultaneous Streams for all Video Service Packages is ****.


 


8.                                       Reservations.  Customer must make reservations for an Audio
Streaming event at least one hour prior to the time that the Event is scheduled
to begin. Customer must make reservations for Video Streaming or Video
Streaming Plus Events at least **** prior to the time that the Event is
scheduled to begin.


 


9.                                       Streaming
Rates.


 


9.1              Conference
Webcast Video and Audio Streaming Service Packages.  With respect to the Conference Webcast Video
Streaming and Video Streaming Plus Service Packages, Customer may select one of
the following streaming rates: **** for each live and replay event. With
respect to the Conference Webcast Audio Streaming Packages, the customer must
use an ****stream rate.


 


10.                                 File
Formats.  All Video Streaming
and Video Streaming Plus Service Packages will include **** media format.  Customer must choose between Windows Media
or Real Player format at the time it makes its reservation for an Event. All
Audio Streaming Service Packages will include two media formats. Customer has
the option of using both Windows Media or Real Player format at the time of the
Event.


 


11.                                 On-Demand
Storage and Playback Services. 
All Service Packages will include storage of On-Demand Content in the
stream formats and speeds specified for each Service Package for **** from the
date on which the Event is concluded. 
Upon the expiration of the **** storage period, all On-Demand Content
will be deleted and no longer accessible to or viewable by Customer.  The Company will not be responsible or
liable for such storage and/or deletion of any Content, and Customer
understands and agrees that (1) such storage is provided for its occasional
convenience only, (2) Customer shall not rely on such storage as a means to
preserve Content, and (3) if Customer desires to preserve such Content it must
do so via its own resources, via third parties, or under a separate agreement
with the Company.


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


22

















 


12.                                 Reporting.


 


12.              Conference
Webcast Audio Streaming Service Package. 
The Audio Streaming Service Package includes post-Event reporting, which
provides (i) the total number of participants, (ii) date of Event, and (iii) a
list of the Event Participants’ first and last names, company/organization
names and e-mail addresses.


 


12.2   Conference Webcast Video Streaming Service
Package.  The Video Streaming Service
Package includes  post-Event reporting,
which provides (i) the number of live maximum simultaneous streams, (ii) the
number of unique views during a live Event, (iii) the On-Demand MBs transferred
and (iv) the number of individual viewers of the On-Demand Content.


 


12.3        Conference Webcast
Video Streaming Plus Service Package. The Video Streaming Plus Service
Package includes post-Event reporting, which provides (i) the number of maximum
simultaneous streams, (ii) the number of individual viewers during a live
Event, (iii) the On-Demand MBs transferred and (iv) the number of unique
viewers of the On-Demand Content.  The
reporting for the Video Streaming Plus Service Package also includes a list of
the Event Participants’ first and last names, company/organization names and
email addresses as well as a summary of all Participants’ questions and answers
and a summary of each Participant’s questions and answers presented during the
Event and the results of any polling.


 


13.                                 Training
Session.  The Video Streaming
Plus Service Packages includes one training session in which a new Host or
Presenter of an Event is provided basic instruction on how to use the Webcast
Service.  The amount and nature of the
instruction is within the Company’s sole discretion


 


14.                                 Live Event
Support.  All Service
Packages include basic live Event support for purposes of initiating dial outs
or pushing slides at the Presenter’s request.


 


15.                                 Backup
Attended Audio Conference Call.  For
backup purposes only, in the event that there are technical difficulties with a
videoconference
call, all Service Packages include an option for one attended, listen only
audio conference call.  This attended
audio conference call will be billed and charged separately from the charges
for the Service Packages.  This backup
attended audio conference call will be an additional cost charged at the rates
set forth in the Agreement for WorldCom Audio conferencing Services. The
Customer must select this option at the time it makes its reservation.


 


16.                                 Standard
Security Feature.  All
Services Packages include a standard security feature (the “Standard Security
Feature”).  Under the Standard
Security Feature, a conference identification number (“Conference ID”) is
assigned to each Event, which must be entered by each Participant in order to
access and view the Event.  Events
containing the Standard Security Feature only are sometimes referred to as
“public events”.


 


17.                                 Password
Protected Feature and Authenticated List Security Feature.


 


17.1   Password Protected Feature.  In addition to the Standard Security
Feature, Customer may choose to have its Event password protected at no
additional cost (the “Password Protected Feature”).  Under the Password Protected Feature, one password is assigned to
an Event so that each Participant enters the same password to access and view
the Event.  The Password Protected
Feature is available with all Service Packages.  Events containing the Password Protected Feature are sometimes
referred to as “Private Events”.


 


17.2        Authenticated List
Security Feature.  In addition to
the Standard Security Feature, Customers using Video Streaming or Video
Streaming Plus Service Packages may choose the authenticated list security
feature (the “Authenticated List Security Feature”) for an additional charge,
as set forth in Section 6.4.  Under the
Authenticated List Security Feature, a different password is assigned to each
Participant so that each Participant must enter her/his individual password to
access and view the Event.  The
Authenticated List Security Feature is available with all Service Packages.


 


18.                                 Presentation
Slides.  The Conference
Webcast Video Streaming Plus Service Package provide for the synching of
presentation slides with the video streaming. Customer may
request operator assistance for presentation slide push.


 


19.                                 Web
Tours.  The Conference
Webcast Video Streaming Plus Service Package includes web tours, which take
Participants to various web sites.


 


20.                                 Interactive
Question and Answer Sessions and Polling of Participants. Conference
Webcast Video Streaming Plus Service Package includes interactive answer and
question sessions and polling of Participants.


 


21.                                 Billing for
Cancelled Events.


 


21.1        Customer must give the
Company notice of a Video Streaming or Video Streaming Plus Event cancellation
at least **** prior to the time that the Event is scheduled to begin.  If Customer gives less than **** notice,
Customer will incur a cancellation charge equal to **** of the full service
charge for the Event.  If notice of a
Video Event cancellation is never given to the Company prior to the scheduled
Event start time, Customer will incur a cancellation charge equal to **** of
the full service charge for the Event.


 


21.2        Customer must give WorldCom
notice of an Audio Streaming Event cancellation at least **** prior to the time
that the Event is scheduled to begin.


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


23

















 


22.                                 Expedited
Events. An expedited event (“Expedited Event”) is any Event, which
is provided pursuant to a Conference Webcast Audio, Video or Video Streaming Plus
Service Package.  The scheduling or
change of an Expedited Event must be made at least **** before the commencement
of an Audio Streaming, Video Streaming or Video Streaming Plus Event. No
scheduling or changes will be allowed with less than this **** notice.


 


23.                                 Technical
Support.


 


23.1        The Conference Webcast
Technical Support Help Desk will be available by telephone Monday through
Friday, not including holidays, from  7
a.m. to 7 p.m.  U.S. Central Time to answer
a Host’s questions.


 


23.2        Immediately after each
Participant enters the Conference ID and/or his or her individual password to
access and view an Event, an optional system test is made available which
performs basic tests to determine if the Participant has the necessary
facilities to access and view the Event. 
If a Participant does not have the necessary facilities to access and
view the Event, the Participant will be advised of the appropriate facilities,
which he or she must obtain in order to access and view the Event.  However, the Company will not be liable or
responsible for a Participant’s inability to access or view the Event or for
providing the necessary facilities.


 


24.                                 [Reserved]


 


25.                                 Customer
Obligations.  In addition to
the other obligations of Customer contained in this Attachment and the
Agreement, Customer shall be responsible for the following obligations with
respect to the Webcast Service.


 


25.1        Customer is responsible
for determining the amount of bandwidth it will need on its internal network to
support an Event.  The Company shall not
be responsible for any type of negative impact or consequence that an Event may
have on Customer’s internal network.


 


25.2        Customer is responsible
for insuring the legality of any and all Content disseminated via the Webcast
Service.   The Company shall not be
responsible for accessing and insuring the legality of such Content.  At all times, Customer shall be regarded as
the owner of the Content for purposes of this Attachment and the
Agreement.  Customer shall remain solely
liable for any and all claims arising out of or relating to the use and/or
dissemination of the Content.


 


25.3        Usage Restrictions.  Customer  agrees that it will not, in
any way use the Webcast Service in any manner which would (1) violate any
United States, state, local or other applicable law, regulation, rule or order
of any applicable regulatory authority or court of competent jurisdiction, (2) infringe or constitute the
unauthorized use of any patent right, copyright, trademark, service mark, trade
name or other intellectual property right of any third party, (3) constitute,
be based on or involve the misappropriation of any trade secret or other
intellectual property right of any third party, (4) constitute, be based on or
involve the misappropriation or violation of any privacy and/or publicity right
of a third party or (5) constitute or involve any defamatory, threatening or
obscene purpose or be in violation of any U.S. law or applicable community
standard.


 


25.4        Customer is responsible
for ensuring that each Participant and Host have the necessary facilities for
inter-connections with the Company’s network or otherwise for use in
conjunction with the Webcast Service. 
The Company has the right to specify to the Customer, Host and/or each
Participant what those facilities might be. 
Customer is responsible for ensuring that its facilities as well as the
Participants’ and Hosts’ facilities are compatible with the Company’s
requirements and that they continue to be compatible with subsequent revision
levels of the Company-provided equipment, software and services.   The Company is not responsible for the
availability, capacity and/or condition of any facilities not provided by the
Company.


 


25.5        [Reserved]


 


25.6        [Reserved]


 


25.7        Customer’s Web Site.  Customer is responsible to provide and
maintain Customer’s web site associated with the Webcast Service in compliance
with the Company’s integration and interoperability requirements specific to
Customer, as provided by the Company to Customer from time to time.  Material failures to comply with such
requirements shall constitute a material breach of this Attachment and the
Agreement.  Customer acknowledges and
agrees that the Company shall not be responsible for any outages, degradation
in service, errors, or any other problem with the Webcast Service, actual or
perceived, to the extent they result from or are exacerbated by problems,
performance issues, delays, failures by Customer to comply with the Company’s
integration and interoperability requirements and guidance, and/or errors
associated with Customer’s web site associated with the Webcast Service.


 


25.8        Customer is solely
responsible for obtaining the consents and releases of any Host, Customer
employee or third party to be audio taped and/or videotaped for Event purposes
and for providing the Company written evidence of the consents and releases.


 


26.                                 Termination.  In addition to its rights to terminate
contained in the Agreement, the Company may terminate the Webcast Service (or
the applicable portion thereof) immediately upon notice to Customer if (a)
WorldCom dissolves, discontinues or terminates its business operations to which
this Attachment pertains; (b)  Customer
fails to perform a material obligation under this Attachment; (d) the Company


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


24

















 


may terminate the Webcast Service immediately without
prior notice if Customer uses the the Company name, trademarks, service marks,
other proprietary symbols or taglines (collectively “Company Marks”) and/or
other Company intellectual property or confidential information without the
Company’s prior written permission; (e) the Company may terminate the Webcast
Service immediately without prior notice if Customer uses the Webcast Service
in such a manner which violates any of the
usage restrictions set forth in Section 25.3;  (f) Customer is in breach of any representation or warranty under
this Attachment; (g) the Company may terminate the Webcast Service for Cause;
and/or (h) the Agreement is terminated.


 


27.                                 Disclaimer
of Certain Damages. 
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT AND/OR IN THIS
ATTACHMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF
ANY CHARACTER, INCLUDING WITHOUT LIMITATION, LOSS OF USE OR LOST BUSINESS,
REVENUE, PROSPECTIVE ECONOMIC ADVANTAGE PROFITS, OR GOODWILL, ARISING IN
CONNECTION WITH THIS ATTACHMENT, THE WEBCAST SERVICE, RELATED PRODUCTS,
DOCUMENTATION AND/OR THE INTENDED USE THEREOF, UNDER ANY THEORY OF TORT,
CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF SUCH DAMAGES ARE FORESEEABLE
AND/OR THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY
OF SUCH DAMAGES.  EACH PARTY HEREBY
RELEASES AND WAIVES ANY CLAIMS AGAINST THE OTHER PARTY REGARDING SUCH DAMAGES.


 


28.                                 [Reserved]


 


29.                                 [Reserved]


 


30.                                 [Reserved]


 


31.                                 Intellectual
Property Rights and Indemnities.


 


31.1   Customer represents and warrants that: (i) it
owns or has obtained the necessary rights to license and/or the required
approvals for use of all Content; (ii) the Content that is transmitted by
Customer in connection with the Webcast Service will not infringe or violate
any trademark, copyright, moral right, privacy right, publicity right,
intellectual property right or proprietary right of any third party anywhere in
the world; (iii) Customer will neither do nor approve any act or use of the
Content inconsistent herewith; and (iv) Customer is in compliance with, and
shall remain in compliance with, all federal, state and  local license, permit or authorization
requirements, and all laws and regulations, and will comply with all reasonable
requests by the Company to evidence such authority.


 


31.2        Except as expressly
provided in this Attachment, nothing in this Attachment shall be deemed to
grant a party a license, sublicense, intellectual property interest, proprietary
right, or other interest in the other party’s intellectual property and
proprietary rights.  Customer shall not
(i) use any servicemark or trademark of the Company or any third party of which  the Company is a licensee; or (ii) refer to
the Company in connection with any product, equipment, offering, advertising
promotion, press release, speech, marketing brochures or similar materials,
other information releases or publication of Customer or a third party on
behalf of or with the authorization of Customer, without WorldCom’s prior
written approval.  Customer agrees that:
(i) any permitted use of the Company’s service marks or trademarks is for the
exclusive benefit of the Company; (ii) all good will resulting from use of such
servicemarks or trademarks vests solely in the Company; and (iii) Customer will
neither have nor make any claim in or to such servicemarks or trademarks.


 


31.3   The terms of this Article 31 shall survive
the expiration or termination of this Agreement


 


31.4   Customer agrees to defend, at its own
expense, and indemnify and hold harmless the Company and its Affiliates and
their respective independent/sub contractors (collectively the “Company
Indemnitees”), from and against any claims, suits, damages and expenses
asserted against or incurred by any of the Company Indemnitees arising out of
or relating to: (i) the violation, misuse or misappropriation by Customer,
users of the Webcast Services, or Customer’s customers, of the trademarks,
copyrights, moral rights, trade secrets, or other proprietary rights or
intellectual property rights of MCI, Company, or a third party (other than a
claim based on an assertion by a third party that Company does not own an
Company trademark or servicemark licensed to Customer pursuant to this Attachment,
if any); (ii) false or misleading advertising claims made by Customer, (iii)
the actual or alleged violation of the privacy rights and/or publicity rights
of a Participant, (iv) the actual or alleged violation of the privacy rights
and/or publicity rights of a Host and/or any third party audio taped and/or
videotaped for Event purposes, (v) the audio taping and/or videotaping of a
Host, Customer’s employee(s), or any other third party for Event purposes, and
(vi) the violation of local, state or federal law by Customer.  Notwithstanding any other provision of this
Attachment and/or the Agreement, Customer shall pay all damages, settlements,
expenses and costs, including costs of investigation, court costs and reasonable
attorneys’ fees and costs (including allocable costs of in-house counsel)
incurred by Company Indemnitees as set forth in this Section, including,
without limitation, reasonable attorneys’ fees and costs (including allocable
costs of in-house counsel) incurred in enforcing this Attachment and the
Agreement.


 


32.                                 Acceptable
Use Policy.  All use of the
Company network and the Webcast Service must comply with the then-current
version of the Company Acceptable Use Policy (“Policy”) which is made a part of
this Attachment and is available at www.mci.com/terms.  The Company reserves the right to amend the
Policy from time to time, effective upon posting to a Web Site, or other notice
to Customer.  Customer agrees to indemnify
and hold harmless Company  from any
losses, damages, costs or expenses resulting from any third party


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


25

















 


claim or allegation arising out of or relating to use
of the service, including any claim which, if true, would constitute a
violation of the Policy.


 


33.                                 Independent/Sub
Contractors.  Company or its
independent/sub contractors may perform some or all of the duties and/or
obligations hereunder.


 


34.                                 Miscellaneous:


 


34.1        Elimination or
Modification of Services.  Company
reserves the right to eliminate the Webcast Service and/or modify charges for
the Webcast Service upon thirty (30) days prior notice to Customer, which
notice will state the effective date for the adjustments to the charges, if
any.  In the event Company notifies
Customer of the elimination of a service offering and/or an increase in service
charges, Customer may terminate such affected service without incurring a
cancellation or early termination charge as long as Customer notifies Company,
in writing at least **** prior to the effective date of such elimination of
service or increase in charges.


 


34.2        Survival.  Articles 11, 27 and 31, and Sections 25.1,
25.2, 25.3, 32, and 34.2 shall survive the termination or expiration of this
Agreement.


 


#


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


26

















 


SCHEDULE THREE


UNITED STATES REGULATED NON-TARIFFED SERVICES


 


1.                                       Regulated,
Non-Tariffed Service(s). The term “Regulated Non-Tariffed Service(s)” means
only those services provided by Company to Customer pursuant to this Schedule
Three and the Guide. Attachment 3-1, attached hereto and incorporated by
reference, contains additional rates, discounts and certain other provisions
applicable to the Regulated Non-Tariffed Services provided to Customer
hereunder.  This Schedule Three is a
“Specialized Customer Arrangement” as defined in the Guide.


 


2.                                       Qualifying
Conditions.  In order to qualify for
the rates set forth herein, Customer represents to Company that as of the
Commencement Date Customer satisfies each of the representations set forth
below. 
Company acknowledges the accuracy of these representations.


 


(a)                                  Customer
and its Affiliates have  spent at least
**** over the previous ****  in voice
services with Company;


 


(b)                                 Customer
and its Affiliates spent at least **** with Company during the last **** for
all services;


 


#


 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


27



















ATTACHMENT 3-1


 


1.              Rates
and Discounts for the Services. Customer will pay the below rates and
receive the below discounts, if any, for the Services specified below.  References in this Attachment 3-1 to
standard rates and/or discounts refer to the corresponding standard MCI On-Net
Service rates and/or discounts set forth in the Guide, as Company may amend
from time to time. All references to “interstate” contained herein shall refer
to domestic Regulated Non-Tariffed Services only.  Reference to Term Plan means the Option RR Term Plan as further
described in the Guide.


 


1.1       International
Outbound Service (Option RR/Feature Option 3A).


 


1.1.1                     Postalized
Rates for International Outbound Service (Option RR/Feature Option *3A):


 


	
  COUNTRY

  	
   

  	
  RATE PER MINUTE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TYPE OF TERMINATION

  
	
   

  	
   

  	
  Local

  	
   

  	
  Dedicated

  	
   

  	
  Switched

  
	
  Australia

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Belgium

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Brazil

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Canada

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  France

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Germany

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Hong Kong

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  India

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Singapore

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  United Kingdom

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


These Postalized Rates
will not  fluctuate
with changes in the Guide.


 


For calls to countries
other than those specified in Section 1.1.1 above, Customer will pay standard
International Outbound (Option RR/Feature Option 3A) rates less **** (****).


 


1.2       International
Inbound Service  (Option RR/Feature Option 3B).


 


Customer will pay
standard international inbound rates less a ***** discount.


 


1.3       International
Dial-Out Videoconferencing (Option G).


 


1.3.1                     For International Dial-Out
Videoconferencing Services (Option G), in lieu of any other discounts (standard
or otherwise), Customer will pay the following fixed transport per minute rates
(per****) per site, based on the Service Regions set forth in Attachment 3-2
(attached hereto and incorporate by reference), for those countries (where
service is available and except for those countries listed in Section 1.3.2
below) listed in Attachment 3-2. 
Customer will be invoiced additionally for multipoint bridging charges.


 


	
  Site Location

  	
   

  	
  Transport per Minute

  per Site Rates per ****

  
	
  Dial-Out: Service
  Region ****(except for the United States)

  	
   

  	
  ****

  



 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


28

















 


	
  Dial-Out: Service
  Region **** (except for the United Kingdom)

  	
   

  	
  ****

  
	
  Dial-Out: Service Region **** (except for Australia, Hong Kong,
  Singapore, and Japan)

  	
   

  	
  ****

  
	
  Dial-Out: Service
  Region ****

  	
   

  	
  ****

  



 


1.3.2                     For
the countries listed below, in lieu of any other discounts (standard or
otherwise), Customer will pay the following fixed transport per **** rates
(per****) per site for International Dial-Out Videoconferencing Services
(Option G).  Customer will be invoiced
additionally for multipoint bridging charges.


 


	
  Site Location

  	
   

  	
  Transport per Minute

  per Site Rates per ****

  
	
  Australia

  	
   

  	
  ****

  
	
  Hong Kong

  	
   

  	
  ****

  
	
  Japan

  	
   

  	
  ****

  
	
  Singapore

  	
   

  	
  ****

  
	
  United Kingdom

  	
   

  	
  ****

  



 


1.4       International
Dial-Out Audio Conferencing-Execunet (Option A).  For international Dial-Out Audio Conferencing Services (Option A)
and in lieu of any other discounts (standard or otherwise), Customer will pay
standard Execunet rates less a fixed **** .


 


1.5       International
Frame Relay Service (US Originations/Option 1 and 2).  For international Frame Relay Service (Option 1 and 2)
originating in the United States and terminating outside the United States,
Customer will receive a fixed ****. The discount will be applied to Customer’s
recurring port and PVC charges only (i.e., excluding charges for any
non-Regulated service elements, access charges, access coordination charges,
network management charges, CPE, and taxes and tax-related surcharges).


 


1.6       Interstate
Outbound Voice Service, including interstate Card Service (Option RR/Feature
3A).


 


Postalized Rates for
Interstate Outbound Voice Service (Option RR/Feature Option 3A):


 


	
  ORIGINATION

  	
   

  	
  TERMINATION

  
	
   

  	
   

  	
  LOCAL

  	
   

  	
  DEDICATED

  	
   

  	
  SWITCHED

  
	
  LOCAL

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  DEDICATED

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  SWITCHED

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


These Postalized Rates
will not  fluctuate
with changes in the Guide.  For Card
Service, Customer will pay the Switched/Dedicated or the Switched/Switched
Postalized Rates, based on the type of termination.


 


1.7       Interstate
Inbound Voice Service (Option RR/Feature Option 3B).


 


Postalized Rates for
Interstate Inbound Voice Service (Option RR/Feature Option 3B):


 


	
  ORIGINATION

  	
   

  	
  TERMINATION

  
	
   

  	
   

  	
  LOCAL

  	
   

  	
  DEDICATED

  	
   

  	
  SWITCHED

  
	
  LOCAL

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  SWITCHED

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


29

















 


These Postalized Rates
will not  fluctuate
with changes in the Guide.


 


1.8       Interstate
Videoconferencing  (Option G). For interstate
Videoconferencing (Option G), in lieu of standard rates and any discounts, Customer
will pay the following fixed port usage charges per minute per video bridge
port and the following domestic dial-out transport usage charges per minute for
transport per **** circuit, per site for all interstate Videoconferencing
calls. These Postalized Rates will not  fluctuate with changes in the Guide.
Customer will be responsible for all other charges associated with interstate
Video Conferencing at standard rates.


 


	
  Monthly

  Bridging Minutes

  	
   

  	
  Video Port
  Bridging

  (Rate per Minute)

  	
   

  	
  Per ****
  Transport

  (Rate per Minute, per Site) (*)

  
	
  All

  	
   

  	
  ****

  	
   

  	
  ****

  



 












(*)  Domestic
transport rates are priced per ****, per site and are for Dial-Out only.


 


1.9       Interstate
Audio Conferencing (Option QQ). For interstate usage of audioconferencing
from networkMCI Conferencing as set forth in the Guide (Option QQ) for calls
that originate and terminate in the US Mainland, Alaska, Hawaii, Puerto Rico
and the US Virgin Islands, Customer will be charged in lieu of standard rates
and discounts the per-minute per-bridge port fixed postalized rates described
herein.  Each month Company will
calculate Customer’s Usage Charges for interstate and US-originating audio
conferencing service incurred during the prior Monthly Period (the “Previous Month’s
Usage”). Based upon the Previous Month’s Usage, Customer will receive in the
then-current Monthly Period  the
postalized rates for the tier in which such Previous Month’s Usage falls.   A new rate tier for which Customer
qualifies shall be applied on a prospective basis only and no retroactive
credits shall be issued. For the first Monthly Period following the Services
Effective Date, Customer shall receive the rates associated with the Tier 1 for
the first **** in interstate audio conferencing Usage Charges, the Tier 2 rates
for Usage Charges between **** calculated at Base Rates, and the Tier 3 rates
for Usage Charges in excess of **** calculated at Base Rates.  This service will be billed on Company’s
Millenium billing system.


 


OLD TIERS


Monthly Interstate Audioconferencing Revenue Tiers


 


	
  Tier ****:

  	
   

  	
  ****

  	
   

  	
  —

  	
   

  	
  ****

  
	
  Tier ****:

  	
   

  	
  ****

  	
   

  	
  —

  	
   

  	
  ****

  
	
  Tier ****:

  	
   

  	
  ****

  	
   

  	
  —

  	
   

  	
  ****

  



 


 


	
  Service Level/Access Type

  	
   

  	
  Tier 1

  	
   

  	
  Tier 2

  	
   

  	
  Tier 3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Premier Toll Meet Me (bridging
  only)

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Premier Dial Out

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Premier Toll  Free Meet Me

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard Toll Meet Me
  (bridging only)

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Standard Dial Out

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Standard Toll Free Meet Me

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 












* ****Confidential
Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


30

















 


	
  Instant Meeting Dial Out

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Unattended Toll Meet Me
  (bridging only)*

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Unattended
  Toll Free Meet Me*

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 












*Includes
calls with Instant Meeting feature.


 


1.9.1                        Domestic Audio Conferencing. For domestic
usage of Audio Conferencing from Company Conferencing as set forth in the Guide
for calls that originate and terminate in the US Mainland, Alaska, Hawaii,
Puerto Rico and the US Virgin Islands, Customer will be charged in lieu of
standard rates and discounts the per-minute per-bridge port fixed postalized
rates described herein.  MCI will bill on the Millennium billing system.


 


Monthly Interstate
Audioconferencing Revenue Tiers


 


	
  Tier ****:

  	
   

  	
  ****

  	
   

  	
  —

  	
   

  	
  ****

  
	
  Tier ****:

  	
   

  	
  ****

  	
   

  	
  —

  	
   

  	
  ****

  
	
  Tier ****:

  	
   

  	
  ****

  	
   

  	
  —

  	
   

  	
  ****

  



 


	
  Service Level/Access Type

  	
   

  	
  Tier 1

  	
   

  	
  Tier 2

  	
   

  	
  Tier 3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


1.9.2                        Conferencing Exclusivity.  During
each monthly billing period of the Term commencing on the Amended and Restated
Services Effective Date, Customer will use MCI exclusively for no less than
**** of Customer’s domestic audio and net conferencing services usage (based on
minutes), exclusive of traffic on Customer’s internal conferencing bridges, for
which Customer is not contractually committed at the execution of the Amended
and Restated Agreement (the “Conferencing Exclusivity Requirement”). Upon the
expiration or termination of any such existing agreements described in this
Section, Customer will migrate such services to this Agreement and such
services will then be subject to the Conferencing Exclusivity
Requirement.  For each such monthly billing period in which Customer fails
to meet the Conferencing Exclusivity Requirement, MCI reserves the right to
charge Customer a charge (which


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


31

















 


Customer hereby agrees is reasonable) of ****. Upon
MCI’s request, MCI will be permitted to audit Customer’s telecommunications
usage records, data and invoices (but, to the extent that any of such records,
data and invoices are covered by an agreement that prohibits the disclosure of
such information, only to the extent that Customer is permitted to do so under
such agreements) to verify Customer’s compliance with the Conferencing
Exclusivity Requirement, or in the alternative, at Customer’s preference,
Customer will provide MCI with an officer’s certificate certifying Customer’s
compliance with such requirements.  Such
records, data and invoices shall be considered Customer’s “Confidential
Information”.


 


1.10            Data
Conferencing (a/k/a NET Conferencing). 
In lieu of any other discounts
(standard or otherwise), for Net Conferencing Service, and in lieu of the rates
set forth in the Guide, Customer will pay the following fixed rates per
minute:  (a) ****for Net Conferencing
(standard) and (b) **** for Net Conferencing Secure Socket Layer. The rates per
minute set forth above shall be fixed for the Term of this Agreement. Customer
will be responsible for all other charges at standard rates.


 


1.11      Dedicated
Access Service (Options1 and 2).


 


1.11.1              Customer
subscribes to and will receive the ****Access Pricing Plan (“APP”) discounts
off Local Loop charges only for channelized and unchannelized T-1 access, DS-0
access, DDS access and analog access.


 


1.11.2              In
lieu of the discount specified in 1.11.1 above and any other rates or
discounts, Customer will receive the following fixed monthly recurring charge
for local loops connected to Company dedicated leased line, Frame Relay, and
ATM ports.


 


	
  Circuit Type

  	
   

  	
  Monthly Recurring Charge

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


1.11.3              (a) For each **** local access channel
provisioned exclusively over Company-owned facilities (also known as type ****
access) on or after ****, Customer will pay a fixed monthly recurring local access
channel charge of ****per month in lieu of any other discounts.


 


(b) For each **** local
access channel provisioned in NPA-NXX 203-385 on or after****, Customer will
pay a fixed monthly recurring local access channel charge of ****per month in
lieu of any other discounts.


 


(c) For **** local access
channels other than those described in 1.11.3(a) or 1.11.3(b) above, Customer
will receive a fixed **** off of standard monthly recurring local access
channel charges in lieu of any other discounts.


 


1.12      Interstate
Frame Relay Service  (Option RR/Service Option 1 and 2)  For domestic interstate Frame Relay Service
(Option 1 and
2), Customer will receive a fixed discount of ****.  The discount will be applied to Customer’s recurring port and PVC
charges only (i.e., excluding charges for any non-Regulated


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


32

















 


service elements, access
charges, access coordination charges, network management charges, CPE, and
taxes and tax-related surcharges).


 


1.13      Interstate
Outbound Switched Data Service (Option RR/Feature Option 3A). For interstate
outbound Switched Data Service (Option RR/Feature Option 3A) between locations
within the US Mainland or Hawaii, Customer will receive a fixed ****off of
standard rates.


 


1.14      Interstate
Inbound Switched Data Service (Option RR/Feature Option 3B). For interstate
inbound Switched Data Service (Option RR/Feature Option 3B) in multiples of
**** between locations within the US Mainland or Hawaii, Customer will receive
a fixed ****off of standard rates.


 


1.15      Interstate
Dedicated Leased Line Service (Option 2).


 


1.15.1              For
****, Customer will pay standard rates less a fixed discount based on circuit
type and date of original installation, as specified below.  The applicable discount applies to monthly
recurring inter-office channel charges only.


 


For circuits installed
Prior to Services Effective Date: 


 


	
  Service
  Type

  	
   

  	
  Discount

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


For circuits installed on
or after the  Services Effective Date:


 


	
  Service
  Type

  	
   

  	
  Discount

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


For **** circuits installed after ****, Customer will
pay the monthly circuit charge and per mile charges appearing below in lieu of
any other discounts or rates:


 


	
  Monthly
  Circuit Charge

  	
   

  	
  Monthly per mile charge

  
	
  ****

  	
   

  	
  ****

  



 


1.15.2              For
****, Customer will pay the monthly circuit charge and per mile charges set
forth below depending on circuit mileage and date of installation.


 


For circuits
installed prior to  the  Services Effective Date:


 


	
  Mileage

  	
   

  	
  Monthly Circuit Charge

  	
   

  	
  Monthly Per Mile Charge

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


For circuits
installed on or after the  Services
Effective Date:


 


	
  Mileage

  	
   

  	
  Monthly Circuit Charge

  	
   

  	
  Monthly Per Mile Charge

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


33

















 


1.16      
Metro Private Line Service (Lit building to Lit building):


 


	
  Location A

  	
   

  	
  Location B

  	
   

  	
  Speed

  	
   

  	
  Monthly
  Charge**  

  	
   

  	
  Monthly
  Charge***

  
	
  New York, NY

  	
   

  	
  New York, NY

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New York, NY

  	
   

  	
  Jersey City, NJ

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
  (201459)

  	
   

  	
   

  	
   

  	
  .

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockville, MD

  	
   

  	
  Washington, DC

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  (301978)

  	
   

  	
  (202728)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












*Each circuit must be installed for a minimum of a
**** term and such term shall be measured from the date of installation. ****
early termination penalty applies meaning Customer shall pay **** of the
monthly rate for each month of the remaining term.


 


**Both sites must be lit buildings.


 


***This charge is for a circuit that does not commit
to at least a **** term.  Both sites
must be lit                                    buildings


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


34

















 


ATTACHMENT 3-2


 


Company Service Regions


For Video Conferencing


 


I.                 Video
Conferencing Service Regions are as follows:


 


	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  ROW

  
	
  North America

  	
   

  	
  Europe

  	
   

  	
  Asia Pacific

  	
   

  	
  Rest of World

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  States

  	
   

  	
  Austria

  	
   

  	
  Australia

  	
   

  	
  Antigua

  
	
  Canada

  	
   

  	
  Belgium

  	
   

  	
  China

  	
   

  	
  Argentina

  
	
  Mexico

  	
   

  	
  Cyprus

  	
   

  	
  Hong
  Kong

  	
   

  	
  Bahamas

  
	
  Puerto
  Rico

  	
   

  	
  Czech
  Republic

  	
   

  	
  Japan

  	
   

  	
  Bahrain

  
	
   

  	
   

  	
  Denmark

  	
   

  	
  Macau

  	
   

  	
  Barbados

  
	
   

  	
   

  	
  Finland

  	
   

  	
  New
  Zealand

  	
   

  	
  Bermuda

  
	
   

  	
   

  	
  France

  	
   

  	
  Singapore

  	
   

  	
  Brazil

  
	
   

  	
   

  	
  Germany

  	
   

  	
  China
  (Beijing)

  	
   

  	
  Chile

  
	
   

  	
   

  	
  Greece

  	
   

  	
  India

  	
   

  	
  Colombia

  
	
   

  	
   

  	
  Hungary

  	
   

  	
  Indonesia

  	
   

  	
  Costa
  Rica

  
	
   

  	
   

  	
  Ireland

  	
   

  	
  Korea,
  Republic of

  	
   

  	
  Croatia

  
	
   

  	
   

  	
  Italy

  	
   

  	
  Malaysia

  	
   

  	
  Dominican
  Republic

  
	
   

  	
   

  	
  Liechtenstein

  	
   

  	
  Pakistan

  	
   

  	
  Guadeloupe

  
	
   

  	
   

  	
  Luxembourg

  	
   

  	
  Philippines

  	
   

  	
  Iceland

  
	
   

  	
   

  	
  Monaco

  	
   

  	
  Taiwan

  	
   

  	
  Israel

  
	
   

  	
   

  	
  Netherlands

  	
   

  	
  Thailand

  	
   

  	
  Jamaica

  
	
   

  	
   

  	
  Norway

  	
   

  	
  Vietnam

  	
   

  	
  Jordan

  
	
   

  	
   

  	
  Poland

  	
   

  	
   

  	
   

  	
  Peru

  
	
   

  	
   

  	
  Portugal

  	
   

  	
   

  	
   

  	
  Qatar

  
	
   

  	
   

  	
  San
  Marino

  	
   

  	
   

  	
   

  	
  Russia

  
	
   

  	
   

  	
  Spain

  	
   

  	
   

  	
   

  	
  Senegal

  
	
   

  	
   

  	
  Sweden

  	
   

  	
   

  	
   

  	
  Slovenia

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
   

  	
   

  	
  South
  Africa

  
	
   

  	
   

  	
  United
  Kingdom

  	
   

  	
   

  	
   

  	
  St.
  Lucia

  
	
   

  	
   

  	
  Vatican
  City

  	
   

  	
   

  	
   

  	
  Trinidad
  & Tobago

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  U.A.E.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ukraine

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Uruguay

  



 


This table is subject to change. Countries may be added or deleted from
time-to-time. Countries may impose restrictions or suspend service from time to
time.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


35

















 


SCHEDULE FOUR


 


NON-US SERVICES


 


1.                                       Non-US
Service(s). The term “Non-US Service(s)” means only those services and
associated equipment described in this Schedule provided to Customer by MCI
WORLDCOM International, Inc., MFS International, Inc. or such other MCI
Affiliate as may be applicable. Non-US Services are not offered pursuant to
Company’s Guide but shall be provided in accordance with the terms and
conditions of this Agreement and, except as otherwise provided herein, the
Guide as such Guide applies to the corresponding Regulated Non-Tariffed
Service, if any, to the extent permissible and not superseded by applicable
local laws and regulations (including Foreign Tariffs as defined below) in
those countries where the service originates and terminates. Solely for
purposes of interpreting and applying the terms and conditions of the Guide to
the Non-US Service, the originating country of Non-US Service calls will be treated
as if it were the United States.  The
Attachments to Schedule Four, attached hereto and incorporated by reference,
contain additional rates, discounts and certain other provisions applicable to
the Non-US Services provided to Customer hereunder.  Company may provide certain Non-US Services to the Customer
pursuant to tariffs filed by Company in the local jurisdiction where the Non-US
Service is provided (a “Foreign Tariff” and collectively, “Foreign Tariffs”).
Company may modify its Foreign Tariffs from time to time in accordance with law
and thereby affect the service furnished to Customer. This Schedule Four
incorporates by reference the terms of each such Foreign Tariff, if any. In the
event of a conflict between the terms and conditions of the Guide, the Foreign
Tariffs, this Schedule Four and the Attachments, the order of precedence shall
be: Foreign Tariffs, the Attachments, this Schedule Four and then the Guide, as
applicable.  


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


36

















 


ATTACHMENT 4-1


 


NON-US INTERNATIONAL FRAME RELAY SERVICE


(Service Options 1 and 2)


 


I.                 NON-US
INTERNATIONAL FRAME RELAY SERVICE


 


A.           DESCRIPTION:  WorldCom’s International Frame Relay Service
(non-US originating, Service Options 1 and 2) (“Non-US International Frame
Relay Service”) is a connection-oriented, packet data service originating
outside the United States.  The protocol
to support this service has been defined in standards provided by ANSI and ITU
(formerly CCITT) standards bodies.


 


B.             PRODUCT PROVISION:  Non-US International Frame Relay Service is
WorldCom Frame Relay Service which originates outside the United States.   For purposes of applying Schedule Four’s
Section 1 to the Non-US International Frame Relay Service, the corresponding
service is regulated WorldCom Frame Relay Service. Except as otherwise provided
herein, the rates and discounts in Company’s standard price lists are subject
to change at the discretion of Company.


 


C.             PRODUCT COMPONENTS:  Connectivity into the Non-US International
Frame Relay Service network for a given location begins with the definition of
a network node. A network node has three components: (1) Local Access, (2) Port
Connection, and (3) Logical Connections.


 


1.               Local
Access.  The standard options to
access the Non-US International Frame Relay Service are Dedicated Access and
Dial-Up Access.  Dedicated Access is the
most common access to Non-US International Frame Relay Service. To obtain a
dedicated local loop, customers can (1) order the local loop directly from
their local access provider (LEC or other access provider); or (2) Company will
order it for them. If the customer is on the Company metropolitan network,
local access is provided as part of the end-to-end service.


 


2.               Port
Connection.  The port connection
provides high-speed access onto the Non-US International Frame Relay Service
network. The capacity of the port connection is dynamically allocated over the
associated PVCs to meet real-time changes in bandwidth requirements. The port
connection speed defines the maximum throughput that may ingress and/or
egress the port at any point in time.


 


3.               Logical
Connection.  PVCs provide logical
connectivity between port connections.  
Unlike the static capacity allocation of a private line, the combination
of the port connection and its PVCs allows real-time, dynamic capacity
allocation. PVCs will automatically reroute around frame relay (wide area)
network failures. PVC capacity is defined by the Committed Information Rate
(CIR).


 


D.            CIRCUIT TERM COMMITMENT:  No circuit term commitment applies to this
Customer.


 


E.              RATES AND CHARGES:  Customer will pay Company’s then-current
standard  rates and charges for Non-US
International Frame Relay Service, including both monthly recurring charges and
one-time non-recurring installation charges per location.   Recurring Port and PVC charges are subject
to discount as described below.


 


1.               Access.
Except as Customer may separately be informed, (i) within Company’s Standard
Service Area (SSA), access charges will be assessed according to Company’s
then-current standard list rates, as modified from time to time, for access
types 1, and (ii) outside of the SSA, access charges will be fixed for the
contract term at the PTT access rate in effect at the time of order; local
currency will be converted to US Dollars (US$) at the exchange rate in effect
at time of order.


 


2.               Discounts
for Non-US International Frame Relay Service (Service Options 1 and 2 ).
For international Frame Relay Service (Option 1 and 2) originating and
terminating outside the United States, Customer will receive a fixed ****.  The discount will be applied to Customer’s
recurring port and PVC charges only (i.e., excluding charges for any
non-Regulated service elements, access charges, access coordination charges,
network management charges, CPE, and taxes and tax-related surcharges).


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


37

















 


F.              CUSTOMER LOCATIONS: Customer
locations receiving Non-US International Frame Relay Service will be as agreed
by the parties via service orders or other written orders.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


38

















 


Attachment 4-2


 


UNITED KINGDOM AUDIO CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: United Kingdom Audio Conferencing Service (“UK-AC”) is a
facilities-based audio conferencing service, provided to Customer in the United
Kingdom by Company. UK-AC is a one-way, multipoint service allowing the
furnishing of long distance telecommunications service between a single calling
station and two or more called stations, when at least one of the called
stations is located in a different area numbering code. Calls are limited to
the locations set forth below. UK-AC requires a teleconferencing bridge port for
each called station. The necessary bridge ports are provided by a designated
Conference Center. Calculation of usage begins at the connect time of the first
called party and ends when either the last participant in the conference call
disconnects or the Conference Operator terminates the call. If a computed
charge includes a fraction of an United Kingdom pence, the fraction is rounded
up to the nearest whole United Kingdom pence. All per minute charges will be
rounded up to the next full minute.


 


A conference call is initiated by making a reservation
of a date and time for the call. Reservations of UK-AC can be placed 24 hours a
day, seven days a week. Conference calls can be held on any day of the week at
anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, UK-AC. For purpose of applying Schedule Four’s Section 1 to the UK-AC,
the corresponding service is regulated Company U.S. Audio Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


1.3                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, UK-AC shall be provided pursuant to the standard
terms and conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description. UK-AC pricing is based on a per minute, per line rate.
Customer shall pay the following charges which are detailed below. All
references to prices and all price quotations in this Attachment are in, and
all transactions shall be based on, the United Kingdom Pound Sterling. Except
as expressly stated in this Attachment, no other discounts shall apply to UK-AC
Services.  All other rates and charges
for UK-AC shall be the then prevailing standard rates and charges.  Unless expressly stated otherwise herein,
rates are for bridging only.


 


2.1.1                        Access Methods:


 


2.1.1.1                                            Toll
Meet Me: This access method allows the customer to reserve a direct
distance dial number for a pre-arranged date and time.  Each call to the bridge is initiated
separately by each participating caller. 
Each participating caller will be responsible for its transport charges
incurred in connection with the conference call.


 


2.1.1.2                                            Dial-Out
Access: Dial-Out conference calls are established by an Company Conference
Operator.  To receive this type of
conference calling, the customer must arrange for the participating callers to
be called by the  Conference Operator at
the pre-arranged date and time.  The
Dial-Out Access charges include transport charges only,  which charges are added to the applicable
bridging charges.


 


2.1.1.3                                            Toll
Free Meet Me Access:  This access
method allows the customer to reserve a toll free number for a pre-arranged
date and time.  Each call to a
designated toll free number is initiated separately by each participating
caller. The Toll Free Meet Me access charges include transport charges only, which
charges are added to the applicable bridging charges.


 


2.1.2                        Service Levels:


 


2.1.2.1                                            Premier
Level:  Provides for a full-time
Company Conference Operator to greet and announce each participating caller
into the conference call, take roll call, and monitor the conference call to
the conference call’s conclusion.


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


39

















 


2.1.2.2                                            Standard
Level: Provides for a Company Conference Operator to greet and announce each
participating caller into the conference call. 
The Company Conference Operator will leave from the conference call
after the conference call begins, but will monitor the conference call.  Participating callers can recall the Company
Conferencing Operator at any time during the conference call via touch-tone key
pad.


 


2.1.2.3                                            Unattended/Instant
Meeting Level: Provides for a Company Conferencing Operator for technical
assistance only.  Conference call
participants enter the conference call by entering a pre-assigned passcode via
telephone keypad.


 


2.1.3                        Premier
Pricing:


 


(a)  Customer will pay the following
per minute per line rate for Toll Meet Me (Bridging Only):


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  Premier Toll Meet Me
  (Bridging Only)

  	
   

  	
  ****

  



 


(b)  For the following areas, the rates for  **** Conferencing (transport only) are:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


2.1.4                        Standard
Pricing:


 


(a)                                  Postalized
Rates for  Starnd Toll Meet Me Audio
Conferencing (bridging only) are:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  Standard Toll Meet Me
  (Bridging Only)

  	
   

  	
  ****

  



 


(b)                                 For
the following areas, the rates for **** Conferencing (transport only) are:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  Standard Dial-Out:
  London

  	
   

  	
  ****

  
	
  Standard Dial-Out:UK

  	
   

  	
  ****

  



 


2.1.5 Unattended
Pricing:


 


(a)                                  Customer
will pay the following per minute per line rate for Unattended Toll Meet Me
(Bridging Only):


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  Unattended Toll Meet Me
  (Bridging Only)

  	
   

  	
  ****

  



 












* ****Confidential Treatment has been requested for
the redacted portions.  The confidential
redacted portions have been filed separately with the Securities and Exchange
Commission.


 


40

















 


2.1.6                        Instant
Meeting Pricing:


 


(a)                                  Customer
will pay the following per minute per line rate for Instant Meeting (Bridging
Only)


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  Instant Meeting

  	
   

  	
  ****

  



 


2.1.7                        Additional
Pricing :


 


(a)                                  For
the countries (where service is available) listed in Section 3 below (except
for those countries specified in Sections 2.1.3(b) and 2.1.4(b) above),
Customer will pay the rates for ****  
based on the range band schedule below and such transport charges are
added to the bridging charges associated with the service level selected,
Premier  or Standard:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  Dial-Out: Range Band 1

  	
   

  	
  ****

  
	
  Dial-Out: Range Band 2

  	
   

  	
  ****

  
	
  Dial-Out: Range Band 3

  	
   

  	
  ****

  



 


(b)                                 For
the following country, the rates for **** are set forth below, which transport
charges are added to the bridging charges associated with the service level
selected, Premier or Standard or Unattended:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  Toll Free: United
  Kingdom

  	
   

  	
  ****

  



 


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


41

















 


3.                                       RANGE
BAND: UK-AC calls’ Range Bands are as follows:


 


	
  Company Call-out Service Regions

  	
   

  	
   

  
	
  Range Band One

  	
   

  	
  Range Band Two

  	
   

  	
  Range Band Three

  
	
  Andorra

  	
   

  	
  Alaska

  	
   

  	
  Qatar

  	
   

  	
  Angola

  	
   

  	
  Japan

  
	
  Austria

  	
   

  	
  Anguilla

  	
   

  	
  Romania

  	
   

  	
  Argentina

  	
   

  	
  Jordan

  
	
  Azores

  	
   

  	
  Antigua

  	
   

  	
  Russian 
  Federation

  	
   

  	
  Ascension Islands

  	
   

  	
  Kenya

  
	
  Belgium

  	
   

  	
  Antilles (Netherlands)

  	
   

  	
  Saudi Arabia

  	
   

  	
  Bahrain

  	
   

  	
  Kiribati

  
	
  Canary Islands

  	
   

  	
  Armenia

  	
   

  	
  Singapore

  	
   

  	
  Bangladesh

  	
   

  	
  Korea

  
	
  Cyprus

  	
   

  	
  Aruba

  	
   

  	
  Slovenia

  	
   

  	
  Benin

  	
   

  	
  Lebanon

  
	
  Czechoslovakia

  	
   

  	
  Australia

  	
   

  	
  South Africa

  	
   

  	
  Bolivia

  	
   

  	
  Lesotho

  
	
  Denmark

  	
   

  	
  Azerbaijan

  	
   

  	
  St Kitts & Nevis

  	
   

  	
  Botswana

  	
   

  	
  Liberia

  
	
  Faroe Island

  	
   

  	
  Bahamas

  	
   

  	
  St Lucia

  	
   

  	
  Brazil

  	
   

  	
  Macao

  
	
  Finland

  	
   

  	
  Barbados

  	
   

  	
  St Pierre Miguelon

  	
   

  	
  Brunei

  	
   

  	
  Madagascar

  
	
  France

  	
   

  	
  Belize

  	
   

  	
  St Vincent

  	
   

  	
  Burkina Faso

  	
   

  	
  Malawi

  
	
  Germany

  	
   

  	
  Berlarus

  	
   

  	
  Tajikistan

  	
   

  	
  Burma

  	
   

  	
  Malaysia

  
	
  Gibralter

  	
   

  	
  Bermuda

  	
   

  	
  Tobago

  	
   

  	
  Burundi

  	
   

  	
  Maldives

  
	
  Greece

  	
   

  	
  Bosnia

  	
   

  	
  Trinidad

  	
   

  	
  Cameroon

  	
   

  	
  Mauritania

  
	
  Hungary

  	
   

  	
  British Virgin Islands

  	
   

  	
  Tunisia

  	
   

  	
  Chile

  	
   

  	
  Mauritius

  
	
  Irish Republic

  	
   

  	
  Bulgaria

  	
   

  	
  Turkey

  	
   

  	
  China

  	
   

  	
  Mexico

  
	
  Italy

  	
   

  	
  Canada

  	
   

  	
  Turkmenistan

  	
   

  	
  Canton 

  (Guangzhou)

  	
   

  	
  Micronesia

  
	
  Latvia and Independent

  Slovakia States



  	
   

  	
  Cayman Islands

  	
   

  	
  Turks & Caucus 
  Islands

  	
   

  	
  Peking (Beijing)

  	
   

  	
  Mozambique

  
	
  Liechtenstein

  	
   

  	
  Croatia

  	
   

  	
  Ubekistan

  	
   

  	
  Shanghai

  	
   

  	
  Namibia

  
	
  Luxembourg

  	
   

  	
  Cuba

  	
   

  	
  Ukraine

  	
   

  	
  Christmas

  Island (Aus)

  	
   

  	
  Nauru

  
	
  Madeira

  	
   

  	
  Diego Garcia

  	
   

  	
  United Arab 
  Emirates

  	
   

  	
  Cooks Island

  	
   

  	
  Nepal

  
	
  Malta

  	
   

  	
  Dominica

  	
   

  	
  USA

  	
   

  	
  Columbia

  	
   

  	
  New Caledonia

  
	
  Monaco

  	
   

  	
  Dominican Republic

  	
   

  	
  USSR

  	
   

  	
  Congo

  	
   

  	
  Nicaragua

  
	
  Netherlands

  	
   

  	
  Estonia

  	
   

  	
  Virgin Islands

  	
   

  	
  Cook Islands

  	
   

  	
  Niger

  
	
  Norway

  	
   

  	
  Georgia

  	
   

  	
  Yugoslavia

  	
   

  	
  Costa Rica

  	
   

  	
  Nigeria

  
	
  Poland

  	
   

  	
  Grenada

  	
   

  	
   

  	
   

  	
  Djibouti

  	
   

  	
  Norfolk Island

  
	
  Portugal

  	
   

  	
  Grenadines

  	
   

  	
   

  	
   

  	
  Ecuador

  	
   

  	
  Pakistan

  
	
  San Marino

  	
   

  	
  Guadeloupe

  	
   

  	
   

  	
   

  	
  Egypt

  	
   

  	
  Panama

  
	
  Spain & Balearic Islands

  	
   

  	
  Guyana

  	
   

  	
   

  	
   

  	
  El Salvador

  	
   

  	
  Papua New Guinea

  
	
  Sweden

  	
   

  	
  Haiti

  	
   

  	
   

  	
   

  	
  Eritrea

  	
   

  	
  Paraguay

  
	
  Switzerland

  	
   

  	
  Hawaii

  	
   

  	
   

  	
   

  	
  Ethiopia

  	
   

  	
  Peru

  
	
  Vatican City

  	
   

  	
  Hong Kong

  	
   

  	
   

  	
   

  	
  Fiji

  	
   

  	
  Philippines

  
	
   

  	
   

  	
  Iceland

  	
   

  	
   

  	
   

  	
  French Guyana

  	
   

  	
  Reunion

  
	
   

  	
   

  	
  Jamaica

  	
   

  	
   

  	
   

  	
  French Polynesia

  	
   

  	
  Rwanda

  
	
   

  	
   

  	
  Kazakhstan

  	
   

  	
   

  	
   

  	
  Gabon

  	
   

  	
  Saipan

  
	
   

  	
   

  	
  Kyrgyzstan

  	
   

  	
   

  	
   

  	
  Gambia

  	
   

  	
  Samoa (US)

  
	
   

  	
   

  	
  Latvia

  	
   

  	
   

  	
   

  	
  Ghana

  	
   

  	
  Samoa (West)

  
	
   

  	
   

  	
  Libya

  	
   

  	
   

  	
   

  	
  Greenland

  	
   

  	
  Senegal

  
	
   

  	
   

  	
  Lithuania

  	
   

  	
   

  	
   

  	
  Guam

  	
   

  	
  Seychelles

  



 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


42

















 


	
   

  	
   

  	
  Macedonia

  	
   

  	
   

  	
   

  	
  Guatemala

  	
   

  	
  Sierra Leone

  
	
   

  	
   

  	
  Martinique

  	
   

  	
   

  	
   

  	
  Honduras

  	
   

  	
  Solomon Islands

  
	
   

  	
   

  	
  Moldova

  	
   

  	
   

  	
   

  	
  India

  	
   

  	
  Somalia

  
	
   

  	
   

  	
  Montserrat

  	
   

  	
   

  	
   

  	
  Indonesia

  	
   

  	
  Sri Lanka

  
	
   

  	
   

  	
  Morocco

  	
   

  	
   

  	
   

  	
  Iran

  	
   

  	
  Sudan

  
	
   

  	
   

  	
  New Zealand

  	
   

  	
   

  	
   

  	
  Iraq

  	
   

  	
  Surinam

  
	
   

  	
   

  	
  Oman

  	
   

  	
   

  	
   

  	
  Israel

  	
   

  	
  Swaziland

  
	
   

  	
   

  	
  Puerto Rico

  	
   

  	
   

  	
   

  	
  Ivory Coast

  	
   

  	
  Syria

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Taiwan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Tanzania

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Thailand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Togo

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Tonga

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Uganda

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Uruguay

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vanuatu

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Venezuela

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Yemen Arab Republic

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Zaire

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Zambia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Zimbabwe

  



 


This table is subject to change. Countries may be added or deleted from
time-to-time. Countries may impose restrictions or suspend service from time to
time.


 


4.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in United Kingdom
Pounds Sterling. If, at any time during the Term, any law, regulation or
practice prohibits or significantly impedes Company’s ability to receive United
Kingdom Pound Sterling in payment of its foreign currency invoices, the parties
will negotiate in good faith to find a mutually acceptable solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


43

















 


Attachment 4-3


 


HONG KONG AUDIO CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Hong Kong Audio Conferencing Service (“HK-AC”) is a
facilities-based audio conferencing service provided to Customer in Hong Kong
by Company. HK-AC is a one-way, multipoint service allowing the furnishing of
long distance telecommunications service between a single calling station and
two or more called stations, when at least one of the called stations is
located in a different area numbering code. Calls are limited to the locations
set forth below. HK-AC requires a teleconferencing bridge port for each called
station. The necessary bridge ports are provided by a designated Conference
Center. Calculation of usage begins at the connect time of the first called party
and ends when either the last participant in the conference call disconnects or
the Conference Operator terminates the call. If a computed charge includes a
fraction of a Hong Kong cent, the fraction is rounded up to the nearest whole
Hong Kong cent. All per minute charges will be rounded up to the next full
minute.


 


A conference call is initiated by making a reservation
of a date and time for the call. Reservations of HK-AC can be placed 24 hours a
day, seven days a week. Conference calls can be held on any day of the week at
anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, HK-AC. For purpose of applying Schedule Four’s Section 1 to the HK-AC,
the corresponding service is regulated Company U.S. Audio Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


1.3                                 Terms
and Conditions of Service: Notwithstanding any other provision in the Agreement
or this Attachment, HK-AC shall be provided pursuant to the standard terms and
conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE,
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description. HK-AC pricing is based on a per minute, per line rate. All
references to prices and “Dollars” and all price quotations in this Attachment
are in, and all transactions shall be based on, Hong Kong Dollars. Customer
shall pay the following charges which are detailed below. Except as expressly
stated in this Attachment, no other discounts shall apply to HK-AC
Services.  All other rates and charges
for HK-AC shall be the then prevailing standard rates and charges. Unless
expressly stated otherwise herein, rates are for bridging only.


 


2.1.1                        Access Methods:


 


2.1.1.1               Toll Meet Me:
This access method allows the customer to reserve a direct distance dial number
for a pre-arranged date and time.  Each
call to the bridge is initiated separately by each participating caller.  Each participating caller will be responsible
for its transport charges incurred in connection with the conference call.


 


2.1.1.2               Dial-Out Access:
Dial-Out conference calls are established by a Company Conference
Operator.  To receive this type of
conference calling, the customer must arrange for the participating callers to
be called by the Company Conference Operator at the pre-arranged date and
time.  The Dial-Out access charges
include transport charges only, which charges are added to the applicable
bridging charges.


 


2.1.1.3               Toll Free Meet
Me Access: This access method allows the customer to reserve a toll free
number for a pre-arranged date and time. 
Each call to a designated toll free number is initiated separately by
each participating caller. The Toll Free Meet Me access charges include
transport charges only, which charges are added to the applicable bridging
charges.


 


2.1.2                        Service Levels:


 


2.1.2.1               Premier Level:  Provides for a full-time Company Conference
Operator to greet and announce each participating caller into the conference
call, take roll call, and monitor the conference call to the conference call’s
conclusion.


 


2.1.2.2               Standard Level:
Provides for a Company Conference Operator to greet and announce each
participating caller into the conference call. 
The Company Conference Operator will leave from the


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


44

















 


conference call after the
conference call begins, but will monitor the conference call.  Participating callers can recall the Company
Conferencing Operator at any time during the conference call via touch-tone key
pad.


 


2.1.2.3               Unattended/Instant
Meeting Level: Provides for a Company Conferencing Operator for technical
assistance only.  Conference call
participants enter the conference call by entering a pre-assigned passcode via
telephone keypad.


 


	
  2.1.3

  	
  Premier Pricing:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  ****are:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Rate per Minute per Line

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ****

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1.4

  	
  Standard Pricing:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  ****are:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Rate per Minute per Line

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ****

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1.5

  	
   

  	
   

  	
  Unattended Pricing:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  **** are:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Rate per Minute per Line

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ****

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1.6

  	
  Instant Meeting:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  ****are:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ****

  	
  Rate per Minute per Line

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ****

  



 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Hong Kong
Dollars.  If, at any time during the
Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive Hong Kong Dollars in payment of its foreign
currency invoices, the parties will negotiate in good faith to find a mutually
acceptable solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


 


45

















 


ATTACMENT 4-4


 


JAPAN AUDIO CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Japan Audio Conferencing Service (“JP-AC”) is a
facilities-based audio conferencing service provided to Customer in Japan by
Company. JP-AC is a one-way, multipoint service allowing the furnishing of long
distance telecommunications service between a single calling station and two or
more called stations, when at least one of the called stations is located in a
different area numbering code. Calls are limited to the locations set forth
below. JP-AC requires a teleconferencing bridge port for each called station.
The necessary bridge ports are provided by a designated Conference Center.
Calculation of usage begins at the connect time of the first called party and
ends when either the last participant in the conference call disconnects or the
Conference Operator terminates the call. If a computed charge includes a
fraction of a Japanese Yen, the fraction is rounded up to the nearest whole
Japanese Yen. All per minute charges will be rounded up to the next full
minute.


 


A conference call is initiated by making a reservation
of a date and time for the call. Reservations of JP-AC can be placed 24 hours a
day, seven days a week. Conference calls can be held on any day of the week at
anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, JP-AC. For purpose of applying Schedule Four’s Section 1 to the JP-AC,
the corresponding service is regulated Company U.S. Audio Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


1.3                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, JP-AC shall be provided pursuant to the standard
terms and conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1 Price Description.
JP-AC pricing is based on a per minute, per line rate. All references to prices
and “Yen” and all price quotations in this Attachment are in, and all
transactions shall be based on, Japanese Yen. Customer shall pay the following
charges which are detailed below. Except as expressly stated in this
Attachment, no other discounts shall apply to JP-AC Services.  All other rates and charges for JP-AC shall
be the then prevailing standard rates and charges. Unless expressly stated
otherwise herein, rates are for bridging only.


 


2.1.1                        Access
Methods:


 


2.1.1.1               Toll Meet Me:
This access method allows the customer to reserve a direct distance dial number
for a pre-arranged date and time.  Each
call to the bridge is initiated separately by each participating caller.  Each participating caller will be
responsible for its transport charges incurred in connection with the
conference call.


 


2.1.1.2               Dial-Out Access:
Dial-Out conference calls are established by an Company Conference
Operator.  To receive this type of
conference calling, the customer must arrange for the participating callers to
be called by the Company Conference Operator at the pre-arranged date and
time.  The Dial-Out Access charges
include transport charges only,  which
charges are added to the applicable bridging charges.


 


2.1.2                        Service Levels:


 


2.1.2.1               Premier Level:  Provides for a full-time Company Conference
Operator to greet and announce each participating caller into the conference
call, take roll call, and monitor the conference call to the conference call’s
conclusion.


 


2.1.2.2               Standard Level:
Provides for a Company Conference Operator to greet and announce each
participating caller into the conference call. 
The Company Conference Operator will leave from the conference call
after the conference call begins, but will monitor the conference call.  Participating callers can recall the Company
Conferencing Operator at any time during the conference call via touch-tone key
pad.


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


46

















 


2.1.2.3               Unattended/Instant
Meeting Level: Provides for a Company Conferencing Operator for technical
assistance only.  Conference call
participants enter the conference call by entering a pre-assigned passcode via
telephone keypad.


 


2.1.3                        Premier
Pricing.


 


2.1.3.1 Customer will pay
the following per minute per line rate for****:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.4                        Standard
Pricing.


 


2.1.4.1 Customer will pay
the following per minute per line rate for ****:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.4                        Unattended
Pricing:


 


2.1.4.1               Customer will pay
the following per minute per line rate for ****:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.5                        Instant
Meeting:


 


2.1.5.1               Customer will pay
the following per minute per line rate for ****


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Japanese
Yen.  If, at any time during the Term,
any law, regulation or practice prohibits or significantly impedes Company’s
ability to receive Japanese Yen in payment of its foreign currency invoices,
the parties will negotiate in good faith to find a mutually acceptable
solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


47

















 


ATTACHMENT 4-5


 


 AUSTRALIA AUDIO CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Australia Audio Conferencing Service (“AUS-AC”) is a
facilities-based audio conferencing service provided to Customer in Australia
by Company. AUS-AC is a one-way, multipoint service allowing the furnishing of
long distance telecommunications service between a single calling station and
two or more called stations, when at least one of the called stations is
located in a different area numbering code. Calls are limited to the locations
set forth below. AUS-AC requires a teleconferencing bridge port for each called
station. The necessary bridge ports are provided by a designated Conference
Center. Calculation of usage begins at the connect time of the first called
party and ends when either the last participant in the conference call
disconnects or the Conference Operator terminates the call. If a computed
charge includes a fraction of a Australian cent, the fraction is rounded up to
the nearest whole Australian cent. All per minute charges will be rounded up to
the next full minute.


 


A conference call is initiated by making a reservation
of a date and time for the call. Reservations of AUS-AC can be placed 24 hours,
seven days a week. Conference calls can be held on any day of the week at anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, AUS-AC. For purpose of applying Schedule Four’s Section 1 to the
AUS-AC, the corresponding service is regulated Company U.S. Audio Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


1.3                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, AUS-AC shall be provided pursuant to the standard
terms and conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1 Price Description.
AUS-AC pricing is based on a per minute, per line rate. All references to
prices and “Dollars” and all price quotations in this Attachment are in, and
all transactions shall be based on, Australian Dollars. Customer shall pay the
following charges which are detailed below. Except as expressly stated in this
Attachment, no other discounts shall apply to AUS-AC Services.  All other rates and charges for AUS-AC shall
be the then prevailing standard rates and charges. Unless expressly stated
otherwise herein, rates are inclusive of bridging and transport.


 


2.1.1                        Access Methods:


 


2.1.1.1               Toll Meet Me:
This access method allows the customer to reserve a direct distance dial number
for a pre-arranged date and time.  Each
call to the bridge is initiated separately by each participating caller.  Each participating caller will be responsible
for its transport charges incurred in connection with the conference call.


 


2.1.1.2               Dial-Out Access:
Dial-Out conference calls are established by an Company Conference
Operator.  To receive this type of
conference calling, the customer must arrange for the participating callers to
be called by the Company Conference Operator at the pre-arranged date and
time.  The Dial-Out Access charges
include an allocation for both bridging and transport.


 


2.1.1.3               Toll Free Meet
Me Access: This access method allows the customer to reserve a toll free
number for a pre-arranged date and time. 
Each call to a designated toll free number is initiated separately by
each participating caller. The Toll Free Meet Me access charges include an
allocation for both bridging and transport.


 


2.1.2                        Service Levels:


 


2.1.2.1               Premier Level:  Provides for a full-time Company Conference
Operator to greet and announce each participating caller into the conference
call, take roll call, and monitor the conference call to the conference call’s
conclusion.


 


2.1.2.2               Standard Level:
Provides for a Company Conference Operator to greet and announce each
participating caller into the conference call. 
The Company Conference Operator will leave from the conference call
after the conference call begins, but will monitor the conference call.  Participating


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


48

















 


callers can recall the
Company Conferencing Operator at any time during the conference call via
touch-tone key pad.


 


2.1.2.3               Unattended/Instant
Meeting Level: Provides for a Company Conferencing Operator for technical
assistance only.  Conference call
participants enter the conference call by entering a pre-assigned passcode via
telephone keypad.


 


2.1.3                        Premier
Pricing:  Customer will pay
the following per minute per line rate for****:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.4                        Standard
Pricing: Customer will pay the following per minute per line rate
for ****:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.5                        Unattended
Pricing: Customer will pay the following per minute per line rate
for ****:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.6                        Instant
Meeting:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.7                        Additional
Pricing for Levels.


 


2.1.7.1               For the countries
where service is available  (except for
Australia and New Zealand), Customer will pay the per minute per line rates for
Premier Toll Free Audio Conferencing (for Bridging and Transport), based on the
range band schedule below:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.7.2               For the countries
where service is available  (except for
Australia and New Zealand), Customer will pay the per minute per line rates for
Standard Toll Free Audio Conferencing (for Bridging and Transport), based on
the range band schedule below:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.7.3               For the countries
where service is available (except for Australia and New Zealand), Customer
will pay the per minute per line rates for Unattended Toll Free Audio
Conferencing (for Bridging and Transport), based on the range band schedule
below:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 


2.1.7.4               For the countries
where service is available (except for Australia and New Zealand), Customer
will pay the per minute per line rates for Instant Meeting (for Bridging and
Transport), based on the range band schedule below:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  



 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


49

















 


2.1.7.5               For the following
countries, Customer will pay the per minute per line rates for Toll Free Audio
Conferencing (for Bridging and Transport) set forth below, which correspond to
the service level selected, Premier, Standard or Unattended:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


 


2.1.7.6               For the following
country, Customer will pay the per minute per line rates for Dial-Out Audio
Conferencing (for Bridging and Transport) set forth below, which correspond to
the service level selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per Minute per Line

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Australian
Dollars.  If, at any time during the
Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive Australian Dollars in payment of its foreign
currency invoices, the parties will negotiate in good faith to find a mutually
acceptable solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


50

















 


ATTACHMENT 4-6


 


SINGAPORE AUDIO CONFERENCING


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Singapore Audio Conferencing Service (“SING-AC”) is a
facilities-based audio conferencing service provided to Customer in Singapore
by Company. SING-AC is a one-way, multipoint service allowing the furnishing of
long distance telecommunications service between a single calling station and
two or more called stations, when at least one of the called stations is
located in a different area numbering code. Calls are limited to the locations
set forth below. SING-AC requires a teleconferencing bridge port for each
called station. The necessary bridge ports are provided by a designated
Conference Center. Calculation of usage begins at the connect time of the first
called party and ends when either the last participant in the conference call
disconnects or the Conference Operator terminates the call. If a computed
charge includes a fraction of a Hong Kong cent, the fraction is rounded up to
the nearest whole Hong Kong cent. All per minute charges will be rounded up to
the next full minute.


 


A conference call is initiated by making a reservation
of a date and time for the call. Reservations of SING-AC can be placed 24
hours, seven days a week. Conference calls can be held on any day of the week
at anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, SING-AC. For purposes of applying Schedule Four’s Section 1 to the
SING-AC, the corresponding service is regulated Company U.S. Audio Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


1.3                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, SING-AC shall be provided pursuant to the
standard terms and conditions of service of Company’s supplier, as set forth
below.


 


2.                                       PRICE,
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description. SING-AC pricing is based on a per minute, per line rate. All
references to prices and “Dollars” and all price quotations in this Attachment
are in, and all transactions shall be based on, Hong Kong Dollars.  All Customer shall pay the following charges
which are detailed below. Except as expressly stated in this Attachment, no
other discounts shall apply to SING-AC Services.  All other rates and charges for SING-AC shall be the then
prevailing standard rates and charges. Unless expressly stated otherwise
herein, rates are for bridging only.


 


2.1.1                        Access Methods:


 


2.1.1.1               Toll Meet Me:
This access method allows the customer to reserve a direct distance dial number
for a pre-arranged date and time.  Each
call to the bridge is initiated separately by each participating caller.  Each participating caller will be
responsible for its transport charges incurred in connection with the
conference call.


 


2.1.1.2               Dial-Out Access:
Dial-Out conference calls are established by a Company Conference
Operator.  To receive this type of
conference calling, the customer must arrange for the participating callers to
be called by the Company Conference Operator at the pre-arranged date and
time.  The Dial-Out Access charges
include transport charges only, which charges are added to the applicable
bridging charges.


 


2.1.1.3               Toll Free Meet
Me Access: This access method allows the customer to reserve a toll free
number for a pre-arranged date and time. 
Each call to a designated toll free number is initiated separately by
each participating caller. The Toll Free Meet Me access charges include
transport charges only, which charges are added to the applicable bridging
charges.


 


2.1.2                        Service Levels:


 


2.1.2.1               Premier Level:  Provides for a full-time Company Conference
Operator to greet and announce each participating caller into the conference
call, take roll call, and monitor the conference call to the conference call’s
conclusion.


 


2.1.2.2               Standard Level:
Provides for a Company Conference Operator to greet and announce each
participating caller into the conference call. 
The Company Conference Operator will leave from the


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


51

















 


conference call after the
conference call begins, but will monitor the conference call.  Participating callers can recall the Company
Conferencing Operator at any time during the conference call via touch-tone key
pad.


 


2.1.2.3               Unattended/
Instant Meeting Level: Provides for a Company Conferencing Operator for
technical assistance only.  Conference
call participants enter the conference call by entering a pre-assigned passcode
via telephone keypad.


 


2.1.3                        Premier
Pricing:


 


(a)                                  ****
are:


 


	
   

  	
   

  	
  Rate per
  Minute per Line

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


2.1.4                        Standard
Pricing:


 


(a)                                  ****are:


 


	
   

  	
   

  	
  Rate per
  Minute per Line

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


2.1.5                        Unattended
Pricing:


 


(a)                                  ****
are:


 


	
   

  	
   

  	
  Rate per
  Minute per Line

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


2.1.6                        Instant
Meeting:


 


(a)                                  ****
are:


 


	
   

  	
   

  	
  Rate per
  Minute per Line

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Hong Kong
Dollars.  If, at any time during the
Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive Hong Kong Dollars in payment of its foreign
currency invoices, the parties will negotiate in good faith to find a mutually
acceptable solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


 


52

















 


ATTACHMENT 4-7


 


UNITED KINGDOM NET CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: United Kingdom Net Conferencing Service (“UK-NET”) is a
facilities-based Net conferencing service, provided to Customer in the United
Kingdom by Company. UK-NET provides Customer with the ability to conduct a
document conference call allowing data (text, documents, data or images) to be
viewed, shared or collaborated on by call participants.  Net Conferencing allows each participant to
reach the data portion of a Net Conferencing call by accessing and interconnecting
with a port specified by Company at the time of reservation of the Net
Conferencing call.  Each such connection
must be established separately by each participant implementing its own means
of access at its own cost.  To access
the data portion of the call, each participant enters the conference name
specified at the time of reservation of the Net Conferencing call.  A passcode may be used to ensure a secured
conference call. Calculation of usage begins at the scheduled start time of the
call and ends when either the last participant in the conference call
disconnects or the Conference Operator terminates the call. Net Conferencing
calls are subject to a **** initial period and are billed in ****
increments.  All charges will be rounded
up to the nearest **** billing increment. 
If a computed charge includes a fraction of an United Kingdom pence, the
fraction is rounded up to the nearest whole United Kingdom pence. 


 


A conference call is initiated by making a reservation
of a date and time for the call and number of participants. Reservations of
UK-NET can be placed 24 hours, seven days a week. Conference calls can be held
on any day of the week at anytime.


 


1.2                                 Product
Provision:   Company will provide to
Customer, and Customer will receive from Company, UK-NET.  For purposes of applying Schedule Four’s
Section 1 to the UK-NET, the corresponding service is regulated Company U.S.
Data Conferencing services. Except as otherwise provided herein, the rates and
discounts in Company’s standard price lists are subject to change at the
discretion of Company.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description. UK-NET pricing is based on a per call, per hour rate and
dependent on the number of participants. Customer shall pay the following
charges which are detailed below. All references to prices and all price
quotations in this Attachment are in, and all transactions shall be based on,
the United Kingdom Pound Sterling. Except as expressly stated in this
Attachment, no other discounts shall apply to UK-NET Services.  All other rates and charges for UK-NET shall
be the then prevailing standard rates and charges.


 


2.2                                 Pricing.
In  lieu of any other discounts,
Customer will receive a **** off of the list charges for United Kingdom Net
Conferencing. The per-hour, per-call charges for UK-NET will be based on the
number of call participants, with concurrent audio conferencing. Operator
hosting charges are not subject to discounting. Customer will be responsible
for all other charges associated with UK-NET at standard list rates.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in United Kingdom
Pounds Sterling. If, at any time during the Term, any law, regulation or
practice prohibits or significantly impedes Company’s ability to receive United
Kingdom Pound Sterling in payment of its foreign currency invoices, the parties
will negotiate in good faith to find a mutually acceptable solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


53

















 


ATTACHMENT 4-8


 


JAPAN NET CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Japan Net Conferencing Service (“JP-NET”) is a
facilities-based Net conferencing service, provided to Customer in Japan by
Company. JP-NET provides Customer with the ability to conduct a document
conference call allowing data (text, documents, data or images) to be viewed,
shared or collaborated on by call participants.  Net Conferencing allows each participant to reach the data
portion of a Net Conferencing call by accessing and interconnecting with a port
specified by Company at the time of reservation of the Net Conferencing
call.  Each such connection must be
established separately by each participant implementing its own means of access
at its own cost.  To access the data
portion of the call, each participant enters the conference name specified at
the time of reservation of the Net Conferencing call.  A passcode may be used to ensure a secured conference call.
Calculation of usage begins at the scheduled start time of the call and ends
when either the last participant in the conference call disconnects or the
Conference Operator terminates the call. Net Conferencing calls are subject to
a **** initial period and are billed in **** increments.  All charges will be rounded up to the
nearest *** * billing increment.  If a
computed charge includes a fraction of a Japanese Yen the fraction is rounded
up to the nearest whole Japanese Yen. 


 


A conference call is initiated by making a reservation
of a date and time for the call and number of participants. Reservations of
JP-NET can be placed 24 hours, seven days a week. Conference calls can be held
on any day of the week at anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, JP-NET. For purposes of applying Schedule Four’s Section 1 to the
JP-NET, the corresponding service is regulated Company U.S. Data Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description. JP-NET pricing is based on a per call, per hour rate and
dependent on the number of participants. Customer shall pay the following
charges which are detailed below. All references to prices and all price
quotations in this Attachment are in, and all transactions shall be based on,
the Japanese Yen. Except as expressly stated in this Attachment, no other
discounts shall apply to JP-NET Services. 
All other rates and charges for JP-NET shall be the then prevailing
standard rates and charges.


 


2.2                                 Pricing.
In  lieu of any other discounts,  Customer will receive a **** off of the list
charges for Japan Net Conferencing. The per-hour, per-call charges for JP-NET
will be based on the number of call participants, with concurrent audio conferencing.
Operator hosting charges are not subject to discounting. Customer will be
responsible for all other charges associated with JP-NET at standard list
rates.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Japanese
Yen.  If, at any time during the Term,
any law, regulation or practice prohibits or significantly impedes Company’s
ability to receive Japanese Yen in payment of its foreign currency invoices,
the parties will negotiate in good faith to find a mutually acceptable solution.


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


54

















 


ATTACHMENT 4-9


 


HONG
KONG NET CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Hong Kong Net Conferencing Service (“HK-NET”) is a
facilities-based Net conferencing service, provided to Customer in Hong Kong by
Company. HK-NET provides Customer with the ability to conduct a document
conference call allowing data (text, documents, data or images) to be viewed,
shared or collaborated on by call participants.  Net Conferencing allows each participant to reach the data
portion of a Net Conferencing call by accessing and interconnecting with a port
specified by Company at the time of reservation of the Net Conferencing
call.  Each such connection must be
established separately by each participant implementing its own means of access
at its own cost.  To access the data
portion of the call, each participant enters the conference name specified at
the time of reservation of the Net Conferencing call.  A passcode may be used to ensure a secured conference call.
Calculation of usage begins at the scheduled start time of the call and ends
when either the last participant in the conference call disconnects or the
Conference Operator terminates the call. Net Conferencing calls are subject to
a **** initial period and are billed in **** increments.  All charges will be rounded up to the
nearest **** billing increment.  If a
computed charge includes a fraction of a Hong Kong cent the fraction is rounded
up to the nearest whole Hong Kong cent. 


 


A conference call is initiated by making a reservation
of a date and time for the call and number of participants. Reservations of
HK-NET can be placed 24 hours, seven days a week. Conference calls can be held
on any day of the week at anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, HK-NET. For purposes of applying Schedule Four’s Section 1 to the
HK-NET, the corresponding service is regulated Company U.S. Data Conferencing
services. Except as otherwise provided herein, the rates and discounts in Company’s
standard price lists are subject to change at the discretion of Company.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description. HK-NET pricing is based on a per call, per hour rate and
dependent on the number of participants. Customer shall pay the following
charges which are detailed below. All references to prices and all price
quotations in this Attachment are in, and all transactions shall be based on,
the Hong Kong Dollar. Except as expressly stated in this Attachment, no other
discounts shall apply to HK-NET Services. 
All other rates and charges for HK-NET shall be the then prevailing
standard rates and charges.


 


2.2                                 Pricing.
In  lieu of any other discounts,
Customer will receive a **** off of the list charges for Hong Kong Net
Conferencing. The per-hour, per-call charges for HK-NET will be based on the
number of call participants, with concurrent audio conferencing. Operator
hosting charges are not subject to discounting. Customer will be responsible
for all other charges associated with HK-NET at standard list rates.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Hong Kong
Dollars.  If, at any time during the
Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive Hong Kong Dollars in payment of its foreign
currency invoices, the parties will negotiate in good faith to find a mutually
acceptable solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


55

















 


ATTACHMENT 4-10


 


AUSTRALIA NET CONFERENCING SERVICES


 


1.                                       SERVICE
PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Australia Net Conferencing Service (“AUS-NET”) is a
facilities-based Net conferencing service, provided to Customer in Australia by
Company. AUS-NET provides Customer with the ability to conduct a document
conference call allowing data (text, documents, data or images) to be viewed,
shared or collaborated on by call participants.  Net Conferencing allows each participant to reach the data
portion of a Net Conferencing call by accessing and interconnecting with a port
specified by Company at the time of reservation of the Net Conferencing
call.  Each such connection must be
established separately by each participant implementing its own means of access
at its own cost.  To access the data portion
of the call, each participant enters the conference name specified at the time
of reservation of the Net Conferencing call. 
A passcode may be used to ensure a secured conference call. Calculation
of usage begins at the scheduled start time of the call and ends when either
the last participant in the conference call disconnects or the Conference
Operator terminates the call. Net Conferencing calls are subject to a ****
initial period and are billed in ****e increments.  All charges will be rounded up to the nearest **** billing
increment.  If a computed charge
includes a fraction of an Australia cent the fraction is rounded up to the
nearest whole Australia cent. 


 


A conference call is initiated by making a reservation
of a date and time for the call and number of participants. Reservations of
AUS-NET can be placed 24 hours a day, seven days a week. Conference calls can
be held on any day of the week at anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, AUS-NET. For purposes of applying Schedule Four’s Section 1 to the
AUS-NET, the corresponding service is regulated Company U.S. Data Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description. AUS-NET pricing is based on a per call, per hour rate and
dependent on the number of participants. Customer shall pay the following
charges which are detailed below. All references to prices and all price
quotations in this Attachment are in, and all transactions shall be based on,
the Australia Dollar. Except as expressly stated in this Attachment, no other
discounts shall apply to AUS-NET Services. 
All other rates and charges for AUS-NET shall be the then prevailing standard
rates and charges.


 


2.2                                 Pricing.
In  lieu of any other discounts,
Customer will receive a  **** off of the
list charges for Australia Net Conferencing. The per-hour, per-call charges for
AUS-NET will be based on the number of call participants, with concurrent audio
conferencing. Operator hosting charges are not subject to discounting. Customer
will be responsible for all other charges associated with AUS-NET at standard
list rates.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Australian
Dollars.  If, at any time during the
Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive Australian Dollars in payment of its foreign
currency invoices, the parties will negotiate in good faith to find a mutually
acceptable solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


56

















 


ATTACHMENT 4-11


 


UNITED KINGDOM
VIDEO CONFERENCING SERVICE


 


1.                                       COMPANY
ENHANCED SERVICE:


 


1.1                                 Name:  United Kingdom Videoconferencing Service


 


1.2                                 Description:
United Kingdom Videoconferencing Service (“UK-VC”) is a facilities-based
videoconferencing service provided to Customer in the United Kingdom by
Company.  UK-VC is a one-way, multipoint
service allowing the furnishing of video communications service between a
single calling station and two or more called stations, when at least one of
the called stations is located in a different area numbering code. Video
conference calls are limited to specific locations as determined by
Company.  UK-VC requires a
teleconferencing bridge port for each called station.  The necessary bridge ports are provided by a designated
Conference Center.  Calculation of usage
begins at the connect time of the first called party and ends when either the
last participant in the conference call disconnects or the Conference Operator
terminates the video conference call. 
If a computed charge includes a fraction of an United Kingdom pence, the
fraction is rounded up to the nearest whole United Kingdom pence. All per
minute charges will be rounded up to the next full minute. Usage and ports will
billed in **** increments.


 


A video conference call is initiated by making a
reservation of a date and time for the call.  
Reservations for UK-VC can be placed 24 hours, 7 days a week.


 


1.3                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, UK-VC. For purposes of applying Schedule Four’s Section 1 to the
UK-VC, the corresponding service is regulated Company U.S. Video Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


1.4                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, UK-VC shall be provided pursuant to the standard
terms and conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description.  UK-VC transport
pricing is based on a per minute per site per channel rate. UK-VC bridging
pricing is based on a per minute, per site rate.  Charges will be based upon actual usage, not for reserved
time.  Customer will pay the following
charges detailed below.  All charges set
forth herein are in United Kingdom Pounds Sterling.


 


2.1.1                        Bridging Port Fee:  In lieu of any discounts, Customer will pay
the following per minute, per site charges for Bridging Port Fees related to
UK-VC:


 


SCHEDULE A


United
Kingdom Bridging Port Fee


 


	
  Service

  	
   

  	
  Rate per
  minute per site

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


The charges described in Schedule A above are
exclusive of all other rates and charges, including but not limited to
transport charges, feature charges or surcharges, set-up charges, overbooking
charges, cancellation charges, taxes, and tax related or tax like surcharges,
and charges associated with the Universal Service Fund (if any), which are
additional and Customer agrees to pay.


 


2.1.2                        Transport
Charges:


 


(a)                                  For
UK-VC Dial-Out Transport Charges, Customer will pay to Company the following
transport charges (per ****, per site) (except for those countries listed in
Section 2.1.2(b) below), based on the Service Regions set forth in Section
2.1.2(d) below, for the countries (where service is available) listed in
Section 2.1.2(d) below.  Such transport
charges are added to the bridging charges associated with the service level
selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute Per Site

  ****

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ***

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


57

















 


(b)                                 For
UK-VC Dial-Out Transport Charges for the following countries, Customer will pay
to Company the following transport charges (per **** per site), based on the
country set forth below in this Section. 
Such transport charges are added to the bridging charges associated with
the service level selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute Per Site

  Per ****

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


(c)                                  Customer
will pay to Company all charges for features used with any UK-VC call pursuant
to Company’s then-current standard price list. 
Features are subject to change by Company at any time.  Not all features are available for all UK-VC
calls.


 


(d)                                 Service
Regions: UK-VC calls’ Service Regions are as set forth in Attachment 3-2 above.


 


2.2                                 Except
as expressly stated in this Attachment, no other discounts apply to UK-VC
Service. All other rates and charges for UK-VC will be the then prevailing
standard rates and charges.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in United Kingdom
Pounds Sterling.  If, at any time during
the Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive United Kingdom Pound Sterling in payment of its
foreign currency invoices, the parties will negotiate in good faith to find a
mutually acceptable solution.


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


58

















 


ATTACHMENT 4-12


 


JAPAN
VIDEOCONFERENCING SERVICE


 


1.                                       COMPANY
ENHANCED SERVICE:


 


1.1                                 Name:  Japan Videoconferencing Service


 


1.2                                 Description:  Japan Videoconferencing Service (“JP-VC”) is
a facilities-based videoconferencing service provided to Customer in the Japan
by Company.  JP-VC is a one-way,
multipoint service allowing the furnishing of video communications service
between a single calling station and two or more called stations, when at least
one of the called stations is located in a different area numbering code. Video
conference calls are limited to specific locations as determined by
Company.  JP-VC requires a
teleconferencing bridge port for each called station.  The necessary bridge ports are provided by a designated
Conference Center.  Calculation of usage
begins at the connect time of the first called party and ends when either the
last participant in the conference call disconnects or the Conference Operator
terminates the video conference call. 
If a computed charge includes a fraction of a Japanese Yen, the fraction
is rounded up to the nearest whole Japanese Yen. All per minute charges will be
rounded up to the next full minute. Usage and ports will billed in ****
increments.


 


A video conference call is initiated by making a
reservation of a date and time for the call.  
Reservations for JP-VC can be placed 24 hours a day, 7 days a week.


 


1.3                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, JP-VC. For purposes of applying Schedule Four’s Section 1 to the
JP-VC, the corresponding service is regulated Company U.S. Video Conferencing
services. Except as otherwise provided herein, the rates and discounts in
Company’s standard price lists are subject to change at the discretion of
Company.


 


1.4                                 Terms
and Conditions of Service: Notwithstanding any other provision in the Agreement
or this Attachment, JP-VC shall be provided pursuant to the standard terms and
conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description.  JP-VC transport
pricing is based on a per minute per site per channel rate. JP-VC bridging
pricing is based on a per minute, per site rate.  Charges will be based upon actual usage, not for reserved
time.  Customer will pay the following
charges detailed below.  All charges set
forth herein are in Japanese Yen.


 


2.1.1                        Bridging Port Fee:  In lieu of any discounts, Customer will pay
the following per minute, per site charges for Bridging Port Fees related to
JP-VC:


 


SCHEDULE A


Japan
Bridging Port Fee


 


	
  Service

  	
   

  	
  Rate per
  minute per site

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


The charges described in Schedule A above are
exclusive of all other rates and charges, including but not limited to
transport charges, feature charges or surcharges, set-up charges, overbooking
charges, cancellation charges, taxes, and tax related or tax like surcharges,
and charges associated with the Universal Service Fund (if any), which are
additional and Customer agrees to pay.


 


2.1.2                        Transport Charges:


 


(a)                                  For
JP-VC Dial-Out Transport Charges, Customer will pay to Company the following
transport charges (per****, per site) (except for those countries listed in
Section 2.1.2(b) below), based on the Service Regions set forth in Section
2.1.2(d) below, for the countries (where service is available) listed in
Section 2.1.2(d) below.  Such transport
charges are added to the bridging charges associated with the service level
selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute per Site

  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


59

















 


(b)                                 For
JP-VC Dial-Out Transport Charges for the following countries, Customer will pay
to Company the following transport charges (per ****, per site), based on the
country set forth below in this Section. 
Such transport charges are added to the bridging charges associated with
the service level selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per Minute per Site

  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


(c)                                  Customer
will pay to Company all charges for features used with any JP-VC call pursuant
to Company’s then-current standard price list.  Features are subject to change by Company at any time.  Not all features are available for all JP-VC
calls.


 


(d)                                 Service
Region: JP-VC calls’ Service Regions are as set forth in the table in
Attachment 3-2 above.


 


2.2                                 Except
as expressly stated in this Attachment, no other discounts apply to JP-VC
Service. All other rates and charges for JP-VC will be the then prevailing
standard rates and charges.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Japanese
Yen.  If, at any time during the Term,
any law, regulation or practice prohibits or significantly impedes Company’s
ability to receive Japanese Yen in payment of its foreign currency invoices,
the parties will negotiate in good faith to find a mutually acceptable
solution.


 


#


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


60



















ATTACHMENT 4-13


AUSTRALIA VIDEOCONFERENCING SERVICE


 


1.                                       COMPANY
ENHANCED SERVICE:


 


1.1                                 Name:  Australia Videoconferencing Service.


 


1.2                                 Description:  Australia Videoconferencing Service
(“AUS-VC”) is a facilities-based videoconferencing service provided to Customer
in Australia by Company.  AUS-VC is a
one-way, multipoint service allowing the furnishing of video communications
service between a single calling station and two or more called stations, when
at least one of the called stations is located in a different area numbering
code. Video conference calls are limited to specific locations as determined by
Company.  AUS-VC requires a
teleconferencing bridge port for each called station.  The necessary bridge ports are provided by a designated
Conference Center.  Calculation of usage
begins at the connect time of the first called party and ends when either the
last participant in the conference call disconnects or the Conference Operator
terminates the video conference call. 
If a computed charge includes a fraction of an Australian cent, the
fraction is rounded up to the nearest whole Australian cent. All per minute
charges will be rounded up to the next full minute.


 


A video conference call
is initiated by making a reservation of a date and time for the call.   Reservations for AUS-VC can be placed 24
hours a day, 7 days a week.


 


1.3                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, AUS-VC. For purpose of applying Schedule Four’s Section 1 to
the AUS-VC, the corresponding service is regulated Company U.S. Video
Conferencing services. Except as otherwise provided herein, the rates and
discounts in Company’s standard price lists are subject to change at the
discretion of Company.


 


1.4                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, AUS-VC shall be provided pursuant to the standard
terms and conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description.  AUS-VC transport
pricing is based on a per minute, per site, per channel rate. AUS-VC bridging
pricing is based on a per minute, per site rate.  Charges will be based upon actual usage, not for reserved
time.  Customer will pay the following
charges detailed below.  All charges set
forth herein are in Australian Dollars.


 


2.1.1            Bridging Port Fee:  In lieu of any discounts, Customer will pay
the following per minute, per site charges for Bridging Port Fees related to
AUS-VC:


 


SCHEDULE A


Australia
Bridging Port Fee


 


	
  Service

  	
   

  	
  Rate per minute per site

  
	
  ****

  	
   

  	
  ****

  



 


 


The charges described in
Schedule A above are exclusive of all other rates and charges, including
but not limited to transport charges, feature charges or surcharges, set-up
charges, overbooking charges, cancellation charges, taxes, and tax related or
tax like surcharges, and charges associated with the Universal Service Fund (if
any), which are additional and Customer agrees to pay.


 


2.1.2            Transport Charges:


 


(a)          For AUS-VC Dial-Out
Transport Charges, Customer will pay to Company the following transport charges
(per ****, per site) (except for those countries listed in
Section 2.1.2(b) below), based on the Service Regions set forth in
Section 2.1.2(d) below, for the countries (where service is available)
listed in Section 2.1.2(d) below. 
Such transport charges are added to the bridging charges associated with
the service level selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute per Site

  ****

  
	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


61

















 


(b)         For AUS-VC Dial-Out
Transport Charges for the following countries, Customer will pay to Company the
following transport charges (per **** per site), based on the country set forth
below in this Section.  Such transport
charges are added to the bridging charges associated with the service level
selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute per Site

  ****

  
	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


(c)          Customer will pay to
Company all charges for features used with any AUS-VC call pursuant to
Company’s then-current standard price list. 
Features are subject to change by Company at any time.  Not all features are available for all
AUS-VC calls.


 


(d)         Service Region: AUS-VC
calls’ Service Regions are as set forth in Attachment 3-2 above.


 


2.2                                 Except
as expressly stated in this Attachment, no other discounts apply to AUS-VC
Service. All other rates and charges for AUS-VC will be the then prevailing
standard rates and charges.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Australian
Dollars. If, at any time during the Term, any law, regulation or practice
prohibits or significantly impedes Company’s ability to receive Australian
Dollars in payment of its foreign currency invoices, the parties will negotiate
in good faith to find a mutually acceptable solution.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


62

















 


ATTACHMENT 4-14


HONG KONG VIDEOCONFERENCING SERVICE


 


1.                                       COMPANY
ENHANCED SERVICE:


 


1.1                                 Name:  Hong Kong Videoconferencing Service.


 


1.2                                 Description:  Hong Kong Videoconferencing Service
(“HK-VC”) is a facilities-based videoconferencing service provided to Customer
in Hong Kong by Company.  HK-VC is a
one-way, multipoint service allowing the furnishing of video communications
service between a single calling station and two or more called stations, when
at least one of the called stations is located in a different area numbering
code. Video conference calls are limited to specific locations as determined by
Company.  HK-VC requires a
teleconferencing bridge port for each called station.  The necessary bridge ports are provided by a designated
Conference Center.  Calculation of usage
begins at the connect time of the first called party and ends when either the
last participant in the conference call disconnects or the Conference Operator
terminates the video conference call. 
If a computed charge includes a fraction of a Hong Kong cent, the
fraction is rounded up to the nearest whole Hong Kong cent. All per minute
charges will be rounded up to the next full minute.


 


A video conference call
is initiated by making a reservation of a date and time for the call.   Reservations for HK-VC can be placed 24
hours a day, 7 days a week.


 


1.3                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, HK-VC. For purpose of applying Schedule Four’s Section 1 to
the HK-VC, the corresponding service is regulated Company U.S. Video
Conferencing services. Except as otherwise provided herein, the rates and
discounts in Company’s standard price lists are subject to change at the
discretion of Company.


 


1.4                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, HK-VC shall be provided pursuant to the standard
terms and conditions of service of Company’s supplier, as set forth below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description.  HK-VC transport
pricing is based on a per minute, per site, per channel rate. HK-VC bridging
pricing is based on a per minute, per site rate.  Charges will be based upon actual usage, not for reserved
time.  Customer will pay the following
charges detailed below.  All charges set
forth herein are in Hong Kong Dollars.


 


2.1.1            Bridging Port Fee:  In lieu of any discounts, Customer will pay
the following per minute, per site charges for Bridging Port Fees related to
HK-VC:


 


SCHEDULE A


Hong
Kong Bridging Port Fee


 


	
  Service

  	
   

  	
  Rate per minute per site

  
	
  ****

  	
   

  	
  ****

  



 


The charges described in
Schedule A above are exclusive of all other rates and charges, including
but not limited to transport charges, feature charges or surcharges, set-up
charges, overbooking charges, cancellation charges, taxes, and tax related or
tax like surcharges, and charges associated with the Universal Service Fund (if
any), which are additional and Customer agrees to pay.


 


2.1.2            Transport Charges:


 


(a)          For HK-VC Dial-Out Transport
Charges, Customer will pay to Company the following transport charges (per
****, per site) (except for those countries listed in Section 2.1.2(b)
below), based on the Service Regions set forth in Section 2.1.2(d) below,
for the countries (where service is available) listed in Section 2.1.2(d)
below.  Such transport charges are added
to the bridging charges associated with the service level selected, Premier or
Standard:


 


	
   

  	
   

  	
  Rate per
  Minute per Site

  ****

  
	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


63

















 


(b)         For HK-VC Dial-Out
Transport Charges for the following countries, Customer will pay to Company the
following transport charges (per 112/128 Kbps, per minute, per site), based on
the country set forth below in this Section. 
Such transport charges are added to the bridging charges associated with
the service level selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute per Site

  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


(c)          Customer will pay to
Company all charges for features used with any HK-VC call pursuant to Company’s
then-current standard price list. 
Features are subject to change by Company at any time.  Not all features are available for all HK-VC
calls.


 


(d)         Service Region: HK-VC
calls’ Service Regions are as set forth in Attachment 3-2 above.


 


2.2                                 Except
as expressly stated in this Attachment, no other discounts apply to HK-VC
Service. All other rates and charges for HK-VC will be the then prevailing
standard rates and charges.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Hong Kong
Dollars.  If, at any time during the
Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive Hong Kong Dollars in payment of its foreign
currency invoices, the parties will negotiate in good faith to find a mutually
acceptable solution.


 


#


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


64

















 


ATTACHMENT 4-15


SINGAPORE VIDEOCONFERENCING SERVICE


 


1.                                       COMPANY
ENHANCED SERVICE:


 


1.1                                 Name:  Singapore Videoconferencing Service.


 


1.2                                 Description:  Singpore Videoconferencing Service
(“SING-VC”) is a facilities-based videoconferencing service provided to
Customer in Singpore by Company. 
SING-VC is a one-way, multipoint service allowing the furnishing of
video communications service between a single calling station and two or more
called stations, when at least one of the called stations is located in a
different area numbering code. Video conference calls are limited to specific
locations as determined by Company. 
SING-VC requires a teleconferencing bridge port for each called
station.  The necessary bridge ports are
provided by a designated Conference Center. 
Calculation of usage begins at the connect time of the first called
party and ends when either the last participant in the conference call
disconnects or the Conference Operator terminates the video conference
call.  If a computed charge includes a
fraction of a Hong Kong cent, the fraction is rounded up to the nearest whole
Hong Kong cent. All per minute charges will be rounded up to the next full
minute.


 


A video conference call
is initiated by making a reservation of a date and time for the call.   Reservations for SING-VC can be placed 24
hours a day, 7 days a week.


 


1.3                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, SING-VC. For purpose of applying Schedule Four’s Section 1
to the SING-VC, the corresponding service is regulated Company U.S. Video
Conferencing services. Except as otherwise provided herein, the rates and
discounts in Company’s standard price lists are subject to change at the
discretion of Company.


 


1.4                                 Terms
and Conditions of Service: Notwithstanding any other provision in the
Agreement or this Attachment, SING-VC shall be provided pursuant to the
standard terms and conditions of service of Company’s supplier, as set forth
below.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price
Description.  SING-VC transport
pricing is based on a per minute, per site, per channel rate. SING-VC bridging
pricing is based on a per minute, per site rate.  Charges will be based upon actual usage, not for reserved
time.  Customer will pay the following
charges detailed below.  All charges set
forth herein are in Hong Kong Dollars.


 


2.1.1            Bridging Port Fee:  In lieu of any discounts, Customer will pay
the following per minute, per site charges for Bridging Port Fees related to
SING-VC:


 


SCHEDULE A


Singpore
Bridging Port Fee


 


	
  Service

  	
   

  	
  Rate per minute per site

  	
   

  
	
  ****

  	
   

  	
  ****

  



 


The charges described in
Schedule A above are exclusive of all other rates and charges, including
but not limited to transport charges, feature charges or surcharges, set-up
charges, overbooking charges, cancellation charges, taxes, and tax related or
tax like surcharges, and charges associated with the Universal Service Fund (if
any), which are additional and Customer agrees to pay.


 


2.1.2            Transport Charges:


 


(a)          For SING-VC Dial-Out
Transport Charges, Customer will pay to Company the following transport charges
(per ****, per site) (except for those countries listed in
Section 2.1.2(b) below), based on the Service Regions set forth in
Section 2.1.2(d) below, for the countries (where service is available)
listed in Section 2.1.2(d) below. 
Such transport charges are added to the bridging charges associated with
the service level selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute per Site

  ****

  
	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


65

















 


(b)         For SING-VC Dial-Out
Transport Charges for the following countries, Customer will pay to Company the
following transport charges (per ****, per site), based on the country set
forth below in this Section.  Such transport
charges are added to the bridging charges associated with the service level
selected, Premier or Standard:


 


	
   

  	
   

  	
  Rate per
  Minute per Site

  ****

  
	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


(c)          Customer will pay to
Company all charges for features used with any SING-VC call pursuant to
Company’s then-current standard price list. 
Features are subject to change by Company at any time.  Not all features are available for all
SING-VC calls.


 


(d)         Service Region: SING-VC
calls’ Service Regions are as set forth in Attachment 3-2 above.


 


2.2                                 Except
as expressly stated in this Attachment, no other discounts apply to SING-VC
Service. All other rates and charges for SING-VC will be the then prevailing
standard rates and charges.


 


3.                                       BILLING
AND CURRENCY CONVERSION. Usage will be billed and invoiced in Hong Kong
Dollars.  If, at any time during the
Term, any law, regulation or practice prohibits or significantly impedes
Company’s ability to receive Hong Kong Dollars in payment of its foreign
currency invoices, the parties will negotiate in good faith to find a mutually
acceptable solution.


 


#


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


66

















 


ATTACHMENT 4-16


 


SINGAPORE NET CONFERENCING SERVICES


 


1.                                       SERVICE PROVISIONING AND RECEIPT:


 


1.1                                 Product
Description: Singapore Net Conferencing Service (“SING-NET”) is a
facilities-based Net conferencing service, provided to Customer in Singapore by
Company. SING-NET provides Customer with the ability to conduct a document
conference call allowing data (text, documents, data or images) to be viewed,
shared or collaborated on by call participants.  Net Conferencing allows each participant to reach the data
portion of a Net Conferencing call by accessing and interconnecting with a port
specified by Company at the time of reservation of the Net Conferencing
call.  Each such connection must be
established separately by each participant implementing its own means of access
at its own cost.  To access the data
portion of the call, each participant enters the conference name specified at the
time of reservation of the Net Conferencing call.  A passcode may be used to ensure a secured conference call.
Calculation of usage begins at the scheduled start time of the call and ends
when either the last participant in the conference call disconnects or the
Conference Operator terminates the call. Net Conferencing calls are subject to
a **** initial period and are billed in 
**** increments.  All charges
will be rounded up to the nearest **** increment.  If a computed charge includes a fraction of a Hong Kong cent the
fraction is rounded up to the nearest whole Hong Kong cent. 


 


A conference call is
initiated by making a reservation of a date and time for the call and number of
participants. Reservations of SING-NET can be placed 24 hours a day, seven days
a week. Conference calls can be held on any day of the week at anytime.


 


1.2                                 Product
Provision: Company will provide to Customer, and Customer will receive from
Company, SING-NET. For purposes of applying Schedule Four’s Section 1
to the SING-NET, the corresponding service is regulated Company U.S. Data
Conferencing services. Except as otherwise provided herein, the rates and
discounts in Company’s standard price lists are subject to change at the
discretion of Company.


 


2.                                       PRICE
DESCRIPTION AND DISCOUNTS:


 


2.1                                 Price Description. SING-NET pricing is based on a per
call, per hour rate and dependent on the number of participants. Customer shall
pay the following charges which are detailed below. All references to prices
and all price quotations in this Attachment are in, and all transactions shall
be based on, the Hong Kong Dollar. Except as expressly stated in this
Attachment, no other discounts shall apply to SING-NET Services.  All other rates and charges for SING-NET
shall be the then prevailing standard rates and charges.


 


2.2                                 Pricing.
In  lieu of any other discounts,
Customer will receive a five percent (5%) discount off of the list charges for
Singapore Net Conferencing. The per-hour, per-call charges for SING-NET will be
based on the number of call participants, with concurrent audio conferencing.
Operator hosting charges are not subject to discounting. Customer will be
responsible for all other charges associated with SING-NET at standard list
rates.


 


3.                                       BILLING AND CURRENCY CONVERSION. Usage
will be billed and invoiced in Hong Kong Dollars.  If, at any time during the Term, any law, regulation or practice
prohibits or significantly impedes Company’s ability to receive Hong Kong
Dollars in payment of its foreign currency invoices, the parties will negotiate
in good faith to find a mutually acceptable solution.


 


#


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


67

















 


ATTACHMENT  4-17


 


GLOBAL VOICE VIRTUAL PRIVATE NETWORK
SERVICES


 


I.                                         SERVICE
PROVISIONING AND RECEIPT:


 


A.                                   Product
Description: WorldCom Global Voice Virtual Private Network (“VPN”) Service
(“Global Voice VPN”) is a global intelligent network designed to deliver voice
and data originating outside the United States in a uniform, predictable manner
among customer locations around the world. Global Voice VPN will deliver
traditional VPN services supporting voice and data applications including such
features as Private Numbering Plans, Range Privileges, Network Call Redirect,
etc.


 


B.                                     Product
Provision:


 


1.  MCI WORLDCOM International, Inc. (“MCIWI”)
will provide to Customer, and Customer will receive from MCIWI, Global Voice
VPN.  For purposes of applying
Schedule Four’s Section 1 to the Global Voice VPN, the corresponding
service is regulated Company Interstate Voice Service.  Except as otherwise provided herein, the
rates and discounts in Company’s standard price lists are subject to change at
the discretion of Company.


 


2.  Customer agrees to jointly develop with
Company a mutually agreed upon Implementation Schedule for the
installation of Global Voice VPN services. 
Company shall not be responsible for implementation delays caused by
conditions beyond Company’s reasonable control including, but not limited to,
receipt of appropriate non-U.S. regulatory approvals and delays related to
negotiations with telecommunications carriers providing needed local services.


 


II.                                     PRICING
STRUCTURE


 


A.  Pricing Structure: Customer will pay Company’s then-current standard
rates and charges for Global Voice VPN Service (except as provided for
in this Attachment) including, but not limited to, traffic usage charges and
access recurring charges billed in accordance with Section 8 (Payment
Terms) and this Attachment.  In
addition, Customer may elect to obtain the following optional related services
in which case Customer will be subject to certain additional charges, if applicable.
Except as otherwise provided herein, all Global
Voice VPN rates and charges for related services will fluctuate in
accordance with Company’s standard list rates during the Term.


 


OPTIONAL RELATED SERVICES
(ADDITIONAL CHARGES, INCLUDING SURCHARGES AND/OR PREMIUM CHARGES, MAY APPLY
EXCEPT IF OTHERWISE INDICATED):


 


(Check if applicable.)


 


o            
Cellular/Mobile Access*


*available only in
certain countries


 


o           
Dual Stage Switched Access*


*available only in
certain countries


 


o           
Single Stage Access*


*available only in certain
countries


 


o           
Remote Access*


*available only in
certain countries


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


68

















 


o        
Company Card with Worldphone Service (Additional terms and conditions apply,
and will be provided with order fulfillment.)


 


o        
Switched Digital Service (tentatively scheduled for 2Q01 availability)


 


B.   Discounts:    Customer will receive a discount of **** off Company’s standard
Global Voice VPN usage rates as described above (except where local law
requires otherwise).


 


C.  Description of Optional Services:


 


 REMOTE ACCESS.  REMOTE ACCESS (RA) provides remote switched
access to the network.  RA allows
traveling employees or mobile executives to access their private numbering plan
from any phone in  countries where it is
available.  RA allows end-users to dial
only On-Net numbers (i.e., private dialing plan numbers).   This feature may not be available in every
country where Global Voice VPN is offered and includes an additional
installation charge for each freephone number.


 


DUAL STAGE SWITCHED
ACCESS.  DUAL STAGE
SWITCHED ACCESS (DSSA) provides switched access to the network.  End users may dial On-Net (i.e., private
dialing plan) as well as Off-Net (public switched telephone network) numbers
from a DSSA-designated telephone number. There is a DSSA install charge per
site. This feature may not be available in every country where Global Voice VPN
is offered.


 


SINGLE STAGE ACCESS.  SINGLE STATE ACCESS (SSA) provides switched
access to the network.  It will replace
DSSA in countries where it is available. End users may dial On-Net (i.e.,
private dialing plan) as well as Off-Net (public switched telephone network)
numbers from a SSA- designated telephone number. There is a SSA install charge
per site.


 


CELLULAR/MOBILE ACCESS.  Digital mobile telephone access to the
network is available via DSSA.  This
service enables cellular telephones to be economically connected to the network
thereby extending features and benefits to traveling employees.  At this time there is a cellular line
install charge and the transport is based on DSSA rates. This feature may not
be available in every country where Global Voice VPN is offered.


 


WORLDPHONE CARD.
WORLDPHONE CARD serves as both a regular calling card to more than ****
direct-dial countries and as an access method to a customer’s private dial plan
and features. Currently, service is available from over **** countries.  (Additional terms and conditions apply and
will be provided with order fulfillment.)


 


SWITCHED DIGITAL SERVICE.
SWITCHED DIGITAL SERVICE provides dial-up access to the data services at rates
of **** for applications such as video, high speed data transfer and LAN
internetworking.  This service is
expected to be available ****.


 


#


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


69

















 


SCHEDULE FIVE


 


NASDAQ CORPORATE NETWORK


SCOPE AND SPECIAL TERMS


 


(A Fully Managed Network Solution)


 


1.   Scope of  Services.  Company
will provide to Customer a managed frame relay network (hereafter referred to
as the “Nasdaq Corporate Network”), including access circuits, Company frame
relay ports and PVCs (service option 2), internet access ports and PVCs,
related equipment and associated network management services all as further
described in this Schedule. The WorldCom Frame Relay service (service option 2)
and dedicated access services are provided subject to the additional terms and
conditions set forth in the GSA and Schedule Three.   The customer premise equipment for the
Nasdaq Corporate Network is provided subject to the additional terms and
conditions set forth in Attachment 5-3 to this Schedule Five (Equipment and
Related Services) attached hereto.   Any
dedicated internet access services are provided subject to the additional terms
and conditions set forth in [the Internet Services Agreement between Customer
and MCI signed by Customer on **** as amended, and individual service order
forms signed by Customer.  All of the
aforementioned provisions are intended to supplement each other to the greatest
extent possible, however, in the event of a conflict between the terms of
Schedule Five and any of the aforementioned provisions with respect to the
Nasdaq Corporate Network, this Schedule Five shall govern.


 


2.
Implementation;  Schedule Five Term.


 


2.1                                 Company
shall implement the Nasdaq Corporate Network pursuant to a mutually agreeable
implementation schedule to be agreed by the parties in writing.  The configuration of the network facilities
will be as  set forth in Attachment
5-1.  As between Company and Customer,
Company shall retain title to all customer premise equipment provisioned by
Company at Customer sites for the Nasdaq Corporate Network.


 


2.2                                 The
term of this Schedule shall begin on the First Amendment Effective Date
and shall continue for****   (the
“Schedule Five Term”). The first ****of the Schedule Five Term will
be treated as  a “Ramp Period” during
which the NCN Subminimum (as defined in Section 3.3 below) will not apply,
however the other rates and charges set forth in this Schedule Five will
apply.   If the Term of the Agreement
expires before the expiration of the Schedule Five Term, the terms and conditions
of the Agreement shall continue to control and apply to this
Schedule until the end of the Schedule Five Term.  For the avoidance of doubt, the
Schedule Five Term expires on ****.


 


3.                                       Rates
and Charges.


 


3.1  Summary of Total Rates and Charges.   The Base Rates applicable to Customer for
The Nasdaq Corporate Network are summarized below.  The Base Rates are effective on the First Amendment Effective
Date and are fixed for the Term.


 


	
  Pricing

  Site

  	
   

  	
  Monthly

  Recurring Charge

  	
   

  	
  Non-Recurring

  Installation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)
  Rockville, MD

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  2)
  Trumbull, CT

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  3)
  One Liberty Plaza

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  4)
  Four Times Square

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  5)
  Blackwell Bldg, MD

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  6)
  1801 “K” St., D.C.

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  7)
  Sand Hill Rd., CA

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  8)
  55 Monroe St., Chicago, IL

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
   

  	
  ****

  	
   

  	
  ****

  
						



 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


70

















 












*Note:  Dedicated internet access circuits will be
provisioned pursuant to individual service order forms showing    applicable charges of ****, since all   charges for such services, as specified
herein, are included in the pricing set forth above and billed under this
Agreement.


 


3.2                                 Regulated
Interstate Services Component. The monthly recurring charges set forth in
Section 3.1 above are inclusive of the following rates for interstate
Regulated Services:


 


Interstate Regulated
Services


 


	
  Site

  	
   

  	
  Component of the Monthly Recurring
  Charge

  
	
   

  	
   

  	
   

  
	
  1)
  Rockville, MD

  	
   

  	
  ****

  
	
  2)
  Trumbull, CT

  	
   

  	
  ****

  
	
  3)
  One Liberty Plaza

  	
   

  	
  ****

  
	
  4)
  Four Times Square, NYC

  	
   

  	
  ****

  
	
  5)
  Blackwell Bldg, Rockville, MD

  	
   

  	
  ****

  
	
  6)
  1801 “K” St., Wash. D.C.

  	
   

  	
  ****

  
	
  7)
  Sand Hill Rd., CA

  	
   

  	
  ****

  
	
  8)
  55 Monroe St., Chicago,  IL

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
  ****

  
				



 


The charges described in
this Section 3.2 constitute a “Specialized Customer Arrangement” or “SCA”
as defined in   the Guide.  Capitalized terms not otherwise defined in this
Agreement shall have the definition given to them in the Tariff.


 


3.3                                 During
each Monthly Period in the Schedule Five Term after the Ramp Period (as
defined in Section 2.2 above), Customer must incur no less than **** in
monthly recurring charges under this Schedule Five (“NCN Subminimum”).  For any Monthly Period in the
Schedule Five Term after the Ramp Period in which Customer fails to
satisfy the NCN Subminimum, Customer shall pay Company an amount equal ****.


 


4.               Service Level Agreements:   The
Service Level Agreement for WorldCom Frame Relay as set forth in the Guide, as
well as the Nasdaq Corporate Network Availability SLA set forth in Attachment
5-2, shall apply to the WorldCom Frame Relay (Service Option 2) service
provided hereunder.


 


5.               Orders
For Service:  Orders for
installation, changes or disconnects shall be provided to Company by Customer.


 


6.               Installation:  The
term “Installation” shall mean the carrying out and completion of all work
(including, but not limited to, procurement of any piece of hardware or
software used by Company to provide Service as contemplated


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


71

















 


under this Agreement
[each, a “Component”], site surveys, scheduling, physical and logical
connection of all Components to the Service to ensure that Customer’s locations
and each Subscriber’s locations are fully integrated into the Nasdaq Corporate
Network, testing, and correction of any problems which cause the Service not to
operate in accordance with Company’s standard specifications) at a location at
which the Service is contemplated to be provided under this Agreement.  The parties will agree on an Installation
schedule which is subject to change by mutual agreement of the parties.  After
completion of work associated with an Installation, Company shall ensure that
the exterior of Components and the surrounding areas are clean and that all discarded
parts, supplies and other waste is removed from the premises.


 


7.               Installation
Acceptance.  Customer will have a
period of **** after Installation notification hereunder in which to notify
Company of service troubles.  Failure to
notify Company of service troubles within **** after Installation notification
constitutes acceptance of the circuit(s) from the first day of
notification.  Company will use
commercially reasonable efforts to rectify service troubles promptly.  Charges will not apply pending repair of
service troubles associated with Installation.  Troubles on such circuits
must be reported on a circuit specific basis to Company support center.


 


8.               Customer’s
Termination Liability.   If (a)
Customer terminates either the Nasdaq Corporate Network, or this Agreement,
prior to the end of the Schedule Five Term other than due to an uncured
breach by Company of a material term hereunder, a final order by the SEC that
requires Customer to permanently discontinue the Nasdaq Corporate Network, or
other than as Customer is expressly permitted herein to terminate without
liability, or (b) Company terminates this Agreement early as permitted under  Section 12.1,
Subsections 12.2(e) or (f), or Section 12.3,  Customer will pay, in
addition to all accrued but unpaid charges and liabilities incurred through the
date of such termination:  (i) any and
all credits received by Customer hereunder for the Nasdaq Corporate Network
(except service interruption credits, if any), in full, without setoff or
deduction; plus (ii) an amount equal to **** of the product of (a) the total
monthly recurring charge for the Nasdaq Corporate Network incurred by Customer
in the month preceding the month of termination,  multiplied by (b) the number of unsatisfied months (prorated for
partial months) remaining in the Schedule Five Term on the date of
termination;  plus (iii) the aggregate termination charges payable to
any  non-U.S. third party suppliers, if
any, for which Company is or becomes contractually liable to the extent
directly resulting from such termination.  Upon
written request of Customer, Company will use its reasonable efforts to
identify in advance any such termination charges payable to third party
suppliers.


 


  9.                   DS3
Management. Company will proactively monitor the DS3’s between the 3 core
sites of RKH, MER and NYH.  The Customer
will provide “user accounts” for the 3 IGX CISCO Switches for this
purpose.  Each of these “user accounts”
will have the ability to perform “status”, “diagnostic” and “loopback” commands
only for the purposes of troubleshooting DS3 issues.  In addition, the Customer will provide SNMP statements which
enable the IGX CISCO Switches to send unsolicited SNMP TRAPS to the Company NCC
network management stations.


 


10.                   Design
Changes. Subject to Customer’s
satisfaction of the NCN Subminimum, during the Term Nasdaq may modify the
Nasdaq Corporate Network design and replace existing Services with new or
existing Services generally offered by Company.  Any such modification would be reflected in a mutually acceptable
amendment to this Agreement.


 


11.                   Customer-Purchased
CPE.  Customer premise equipment
required for the Nasdaq Corporate Network other than that provided by Company
pursuant to Attachment 5-3 may be purchased by Customer through Company
pursuant to a separate agreement or from another third-party supplier.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


 


72

















 


ATTACHMENT  5-1


 


SITE
CONFIGURATION DETAILS


 


1) Rockville, MD (Type **** access)


	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  



 


2) Trumbull, CT (Type **** access)


	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  *****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  



 


3) One Liberty Plaza, 
NY, NY


	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  



 


4) Four Times Square, NY, NY


 


	
  ****

  	
  *****

  



 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


73

















 


5) Blackwell Bldg, Rockville, MD


	
  ****

  	
  ****

  
	
  ****

  	
  ****

  



 


6) 1801 “K” St., Wash. D.C.


	
  ****

  	
  *****

  



 


7) Sand Hill Rd. Melno Park, CA


	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  



 


8) 55 West Monroe Chicago, IL


	
  ****

  	
  *****

  
	
  ****

  	
  ****

  
	
  ****

  	
  ****

  
	
  ****

  	
  *****

  



 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


 


74

















 


ATTACHMENT 5-2


 


NASDAQ
CORPORATE  NETWORK


Network
Availability SLA


 


The following is a
description of the Nasdaq Corporate Network SLA:


 


1.                                       Principal
Period of Maintenance.  **** 


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


75

















 


Attachment
5-3


 


 EQUIPMENT AND RELATED SERVICES


FOR
THE NASDAQ CORPORATE NETWORK


 


Company’s provision of
domestic customer premise equipment and related maintenance, monitoring and
management services ordered by Customer in connection with the Nasdaq Corporate
Network (described on Schedule Five above) shall be subject to the terms
and conditions set forth in this Schedule as supplemented by the Master
Terms and Conditions set forth in the GSA and Schedule Five.


 


1.                                      PROVISIONING
OF CPE.


 


1.1                                 Company
agrees to provide to Customer the items of CPE (including related cables and
connectors) identified in Section I of Annex A to Attachment 5-3 attached
hereto (the “Equipment Schedule”) (collectively and individually, the “Company
Equipment”).  Customer agrees to
separately obtain the items of CPE (including related cables and connectors)
identified in Section II of Annex A to Attachment 5-3 attached hereto
(collectively and individually, the “Customer Equipment”; the Company Equipment
and Customer Equipment are collectively referred to hereafter as the
“Equipment”). The Equipment is associated with Company telecommunications
services provided to Customer.  The
Equipment Schedule shall be amended to include any additional equipment
added hereto by written agreement of both parties.  Company Equipment will be new unless it can be provided from
existing Company inventory that meets the specifications and standards  set forth in the Equipment Schedule.


 


1.2                                 The
Equipment Schedule shall be amended to include any additional equipment
added hereto by written agreement of both parties.


 


2.                                      MAINTENANCE.


 


2.1                                 Company’s
Responsibilities:


 


A.                                   Subject
to the terms of this Agreement, Company agrees to install and maintain the
Company Equipment and Customer Equipment. Company has the exclusive right to
maintain such Company Equipment and Customer Equipment.


 


B.                                     Company
shall install the Company Equipment and Customer Equipment at each location(s)
as may be set forth in the Equipment Schedule or separately agreed to by
the parties and, as agreed by the parties in writing, any additional sites
designated for additional items of Company Equipment and Customer Equipment
(collectively, the “Installation Sites”).


 


C.                                     Company
shall provide, on a commercially reasonable basis, maintenance service, as more
fully described in Section 2.1.D (“Maintenance Service”), on the Company
Equipment and Customer Equipment.  In
performing its maintenance obligation, Company may, in its discretion, seek and
obtain the assistance of contractors or the vendors or manufacturers of the
Company Equipment and Customer Equipment maintained hereunder for which Company
shall be responsible.


 


D.                                    Maintenance
Service, as defined herein, includes the following:


 


(1)                                  Use
commercially reasonable efforts to isolate any problems with the Equipment and
to restore service within the Equipment Mean Time To Repair (as defined below)
following receipt of Customer’s notification that the Equipment is inoperative.


 


(2)                                  Investigate
trouble reports initiated by Customer and repair or replace, at Company’s sole
discretion, any of the Company Equipment 
which fails to meet the manufacturer’s published operating
specifications for the Company Equipment 
during the term of this Agreement.


 


(3)                                  Perform
work in a good and workmanlike manner.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


76

















 


(4)                                  Provide
interconnecting cables from the Company/Local Exchange Carrier (“LEC”)
demarcation line to the Equipment, interconnecting cables among the Equipment,
and interconnecting cables from the Equipment to the Company/Customer
demarcation line; provided, however, that Company shall not be required to
provide cables through Customer “in-house” wiring conveyances unless Customer
further agrees in writing to pay Company, in accordance with an Company
provided quote, an additional installation fee for such services.


 


(5)                                  If
Company, in its sole discretion, determines that a unit of Company
Equipment  needs to be replaced, such
Company Equipment  will be replaced with
equipment of like kind and functionality from a manufacturer of Company’s
choice at the time of replacement (“Exchange Unit”).  The Exchange Unit may not be new but will be in good working
order and of like kind and functionality. 
The replaced unit will be returned to Company’s inventory at Company’s
expense.


 


Should the Equipment be
owned by Customer and the parties mutually agree in writing that the Customer
Equipment needs to be replaced then Customer will obtain replacement of such
Customer Equipment, unless otherwise agreed by Company and Customer.  With respect to Company Equipment only, the
replaced unit will be returned to Company’s inventory at Company’s
expense.  If Customer requests that
Company maintain any Equipment that is not ordinarily supported by Company,
Customer will be responsible for upgrading the subject Equipment to
satisfy   Company specifications and for
any upgrade or other fees charged by the manufacturer or supplier of the
Equipment, all as will be agreed by the parties in writing in advance.   Company will advise Customer of such
specifications.


 


(6)                                  Company will maintain a standard Cisco router IOS
version for all Cisco routers in the Nasdaq Corporate Network upon
deployment.  As part of the ongoing
maintenance, Company will work with Customer 
on deploying new IOS versions as needed for new applications, patches
and bug fixes.  Company will also
maintain the associated software licensing as it relates to Company-owned
equipment deployed in the Nasdaq Corporate Network.


 


E.                                      Maintenance
Service shall not include or apply to the following:


 


(1)          Electrical
work external to the Equipment or the Nasdaq Corporate Network, or otherwise
considered “in-house wiring”.


 


(2)          Repair
or replacement of failed Equipment caused by factors outside of Equipment or
the Nasdaq Corporate Network, such as fire, accident, misuse, vandalism, water,
lightning, or failure of its installation site to conform with Company’s
specifications (except where such event is due to  Company’s negligent acts or omissions).


 


(3)          Use
of the Equipment for other than the intended purpose.


 


(4)          Repair
of damage caused by the maintenance or repairs performed by a person other than
an Company employee or person authorized by Company.


 


(5)          Supplies,
accessories, painting, or refurbishing of the Equipment.


 


(6)          Relocation,
additions, or removal of Equipment, parts, or addition or removal of features
not furnished by Company or use of Equipment with other equipment that fails to
conform to Company’s specifications.


 


(7)          Cables
and connectors between the Equipment and any other equipment on Customer’s or
Subscriber’s premises after the expiration of the limited cable and connector
warranty set forth in the Section hereof entitled “Limitation of Liability
and Limited Warranty”.


 


(8)          Power
or back-up power to or from the Equipment.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


77

















 


F.                                      Company’s
Equipment Mean Time To Repair (“MTTR”) is defined as the average time elapsed
from the time Company detects or is notified of a failure of Equipment or other
degradation in performance of the Equipment covered by this Agreement until
such time as the Equipment’s performance is restored to its prior functionality
by replacing (either temporarily or permanently) or repairing the failed
Equipment.


 


For failures occurring at
locations which are within a sixty (60) mile 
radius of an Company authorized service center in the United States, the
MTTR objective shall be within **** after the first to occur of Company’s
receipt of notice or its detection, ****. 
For failures at all other locations in the contiguous****, the MTTR
objective shall be within ****after the first to occur of Company’s receipt of
notice or its detection, ****.


 


For any calendar month in
which Company fails to meet the MTTR, Company shall issue to Customer a credit
equal to the product of:  (a) The number
of all sites affected by Equipment failures during such month multiplied by (b)
an amount equal to a ****of the affected site’s monthly recurring charge
specified in Section 3.1 of Schedule Five for each day (or portion
thereof) on which the failure existed. 
In no event, however, shall the amount of this credit in any month
exceed ****of the total monthly recurring charge for such site incurred under
Schedule Five for such month.


 


The foregoing credits
shall not apply with respect to: (a) Equipment failures caused by Customer or
third parties not under the direction or control of Company, (b) Equipment
performance degradation of ****as compared to normal operating performance, (c)
scheduled maintenance, and (d) failures caused by force majeure events
generally affecting Customer’s site. 
The foregoing credits shall be Customer’s sole and exclusive remedy with
respect to Company’s failure to meet the MTTR.


 


2.2.                              Customer’s
Responsibilities.  The following are
requirements and responsibilities of Customer:


 


A.                                   Provide Company with immediate access to
the Equipment twenty-four (24) hours per day, seven (7) days per week, during
the Term in order to meet the MTTR objectives.


 


B.                                     Report detected Equipment failures and
provide information requested by Company, its contractors, or Company’s
designated point of contact, that is necessary or useful for Company to perform
its obligations hereunder.


 


C.                                     Provide Company and its contractors with
access to facilities, overhead and under floor cable ducts, Installation Sites
and equipment as may be necessary or useful for Company to perform its
obligations hereunder, including but not limited to the Equipment.


 


D.                                    Promptly endorse Customer’s name upon any
Uniform Commercial Code filings reasonably necessary to protect Company’s, its
contractor’s or assignee’s interest, if any, in Company Equipment, which shall
not be unreasonably withheld or delayed.


 


E.                                      Obtain, as may be necessary, all permits,
licenses, variances and other authorizations required by state and local
jurisdictions for installation and operation of the Equipment.


 


F.                                      Provide adequate building, space,
circuitry, and power in accordance with the standards established by Company
for proper installation and operation of the Equipment.  Such standards are more fully described in
the attached Equipment Schedule.


 


G.                                     Ensure that adequate back-up power to the
Equipment exists in the event of a power failure, interruption or outage.


 


H.                                    Ensure that all of its electronic files
are adequately duplicated and documented at all times.  Company and its contractors will not be
responsible or liable for any   failure
by Customer or any Subscriber to adequately duplicate or document files or for
data or files lost during the course of performance of Maintenance Services
hereunder.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


78

















 


I.                                         Provide a well-lighted and safe working
area that complies with all local safety standards and regulations for Company
employees and contractors.


 


J.                                      Provide
Company employees and contractors with proper security clearances as
required.  If security passes are
required for the Company employee or contractor or the equipment brought with
such person, Customer or the applicable Subscriber must be available to provide
all required badges, passes, etc. at the time the Company employee or
contractor arrives at the site.


 


K.                                    Ensure
that any failed unit of equipment that is to be exchanged pursuant to
Section 2.1(d)(5) is free of any encumbrances at the time of replacement
by Company.  Customer further agrees to
remove all external attachments or objects from the unit of equipment to be replaced
before the time of exchange.  Customer
forfeits all rights to any such items not removed.


 


L.                                      Execute
a Letter of Authorization sufficient to provide Company with control of
acquisition and management of Customer’s LEC access facility for the purpose of
enabling Company to perform its services under this Agreement.


 


3.                                      MANAGEMENT
AND MONITORING.


 


3.1    Company will provide remote monitoring and
management of the Nasdaq Corporate Network routers described in Annex A to
Attachment 5-3 twenty our hours per day, seven days per week, 365 days per year.


•                  Respond
to real time alerts in accordance with procedures established with Customer.


•                  Isolate
cause of fault within the wide area network.


•                  Take
corrective action to fix any circuit related issue, including the dispatch of
third party vendors or service providers.


•                  Track
and maintain ownership of circuit fault until resolution, and provide a
technical point of contact.


•                  Provide
technical escalation to support groups directly responsible for circuit fault
correction.


•                  Confirm
resolution of circuit fault trouble.


 


Note:  Modems are required at each Customer
location for redundant access to the CPE for management purposes.  Company shall not be responsible for
provisioning these modems.


 


4.                                      INSURANCE.


 


Beginning on the installation date thereof and continuing
until the Company Equipment  is
deinstalled by, or otherwise returned, to Company or Company’s designee,
Customer  (x) relieves Company of
responsibility for all risks of physical damage to or loss or destruction of
the Company Equipment , except to the extent proximately caused by Company’s
(or its independent/sub contractor’s or agent’s) negligence or willful tortious
misconduct, and (y) shall, at its own expense, keep in effect property
insurance policies covering the Company Equipment  for loss or damage (other than normal wear and tear) caused by
individuals or entities other than Company, its agents or independent/sub  contractors in accordance with the
requirements of this provision. The property insurance policy shall be for an
amount not less than the replacement cost of the Company Equipment .  The property insurance requirements can be
met under Customer’s blanket policies. Company, its successors and assigns
and/or such other party as may be designated in writing, shall be named as loss
payees on such policy(ies), which shall be written by an insurance company with
a Best rating of A minus or higher and financial rating of VII or better.  Evidence of such insurance coverage shall be
furnished to Company from time to time (but no more than once every 12 months)
at Company’s request and upon any change in the insurance carrier or upon
renewal.  Such policies shall provide
that no less than ten (10) days’ written notice shall be given Company and any other
party named as loss payee prior to cancellation of any such policies for any
reason.


 


Company shall maintain
Commercial Liability Insurance in accordance with Section 22 of the GSA
with respect to its liability for physical damage to or loss or destruction of
the Company Equipment  proximately
caused by any of them. Customer, its successors and assigns and/or such other
party as may be designated in writing, shall be named as additional insureds on
such policy(ies), which shall be written by an insurance company with a Best
rating of A minus or higher and financial rating of VII or better. Evidence of
such insurance coverage shall be furnished to Customer from time to time (but
no more than once every 12 months) at Customer’s request and upon any change in
the insurance


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


79

















 


carrier or upon renewal.
Such policies shall provide that no less than ten (10) days’ written notice
shall be given Customer and any other party named as additional insureds prior
to cancellation of any such policies for any reason.


 


5.                                      CHARGES
FOR NASDAQ CORPORATE NETWORK  EQUIPMENT.


 


Customer may not withhold
payment of the invoiced amount based on abatement, reduction, set-off, defense,
counterclaim or recoupment in connection with any past, present or future claim
Customer may allege against Company for charges not covered under this Agreement
or against the manufacturer of any Equipment or any other third party.  In the event Company does not receive full
payment of amounts that are not the subject of a bona fide dispute on or before
the date on which such payment is due, Company, in its sole discretion, may
assess an additional charge against Customer with respect to that portion of
the amount due that is attributable to the equipment and services provided
under this Attachment (i.e., the non-regulated services component of the total
monthly recurring charge) in the amount of ****or the maximum rate allowed
under applicable law, whichever is less, on any unpaid amounts.


 


6.                                      MOVES.


 


Customer shall not move
or remove any item of Equipment without Company’s prior written consent.  In any event, Customer must advise Company
in writing of the new location of any Equipment that is to be moved from its
original installation location.


 


7.                                      TITLE
AND RISK OF LOSS.   


 


Title to the Company
Equipment  shall remain with
Company.  Company shall bear the risk of
loss or damage to the Equipment until delivery of the Equipment to the
installation site; thereafter, Company shall bear no risk of loss or damage to
the Equipment, unless such loss or damage is caused by Company’s negligence or
intentional misconduct.  Customer shall
bear risk of loss or damage to the Equipment located at Customer’s sites if
such loss or damage is caused by Customer’s negligence or intentional
misconduct, or an event covered by Customer insurance coverages described in
Section 4 above (e.g., fire).  
Customer (a) shall provide notice of loss or damage to the Equipment
reasonably promptly after Customer receives notice of such loss or damage, and
(b) shall not do anything inconsistent with Company’s interest, if any, in the
Company Equipment .


 


8.                                      ORDER
CHANGES.


 


If the Equipment needs to
be changed to meet the requirements for interfacing with the Customer
applications, Customer equipment, or systems, Customer agrees that it will  (i) cooperate with Company to make such required
Equipment changes, (ii) amend the attached Equipment Schedule to reflect
such changes, and (iii) pay to Company mutually agreed fees or charges that may
be incurred.


 


9.                                      LIMITATION
OF LIABILITY AND LIMITED WARRANTY.


 


A.           Company warrants that
any cables and connectors between the Company Equipment  and any other equipment on Customer’s
premises that are provided by Company will be in good working order for a
period of ****after installation, except in the case of failure of such cables
and connectors caused by Customer’s misuse or abuse.


 


B.             EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
ALL EQUIPMENT PROVIDED BY COMPANY IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY
KIND. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY EQUIPMENT, MAINTENANCE SERVICE OR
RELATED PRODUCT OR DOCUMENTATION. 
COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED
TO ALLEGED VIOLATIONS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT
TO ANY EQUIPMENT EXCEPT TO THE EXTENT PROXIMATELY CAUSED BY THE ACTS OR
OMISSIONS OF COMPANY OR ITS INDEPENDENT/SUB CONTRACTORS OR AGENTS.  NOTWITHSTANDING THE FOREGOING,


 












*
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filed separately with the Securities and Exchange Commission.


 


80

















 


NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR
DIMINISH THE WARRANTIES AND SUBLICENSES, IF ANY OF THE EQUIPMENT MANUFACTURER,
WHICH PASS THROUGH COMPANY AND INURE TO THE BENEFIT OF CUSTOMER AND USERS.


 


10.                               TERMINATION.


 


A.           Upon
termination of this Agreement, Company shall have the right to exercise one or
more of the following remedies set forth below, in addition to any other
remedies Company may exercise, in law or equity.  Company may:


 


(1)                                recover
all amounts due and unpaid, and


 


(2)                                repossess
any Company Equipment.


 


B.             Customer, at its sole expense, shall be responsible
for removing all Customer Equipment from Company’s terminal and depot locations
as soon as reasonably practical after termination of this Agreement.


 


C.             Within thirty (30)
days after the expiration or termination of the Agreement, Company shall remove
the Company Equipment.  Company Equipment  shall be in good condition and repair,
reasonable and proper depreciation excepted. 
Customer shall be liable for any loss or damage to the Company Equipment  resulting from theft, disappearance, fire or
any other cause unless such loss or damage was proximately caused by the acts
or omissions of Company or its independent/sub contractors, representatives or
agents.  For each item of Company
Equipment  not recoverable by Company
through no fault of its own, within the thirty (30) day period, Customer shall
be deemed to have purchased such Company Equipment  and shall pay Company the replacement cost, plus any additional
costs incurred by Company in replacing the Company Equipment .


 


11.                               EXPORT
AND LEGAL COMPLIANCE .


 


Customer acknowledges
that certain equipment, software and technical data which may be provided
hereunder may be subject to export and re-export controls under the U.S. Export
Administration Regulations and/or similar regulations of the U.S. or any other
country.  Customer shall not export or
re-export any such equipment, software, technical data or any direct product
thereof in violation of any such laws. 
Customer shall comply with all laws and regulations, including but not
limited to import and custom laws and regulations.


 


12.                               ORGANIZATION
CHANGES.


 


Each party shall use
reasonable efforts to provide the other party with written notice of any change
to the party’s (and  in the case of
Customer, any Subscriber’s) name, identity or fundamental structure within thirty
(30) days after such change.


 


13.                               RIGHT OF REFUSAL.


 


Each party reserves the
right to refuse to install or maintain any equipment, if in that party’s sole
discretion, installation of such equipment could cause harm to the Nasdaq
Corporate Network or if the equipment that the other party desires Company to
maintain is considered by Company or Customer to be non-standard
equipment.  If Company refuses to
install or maintain any equipment, then the exclusive right granted to Company
to maintain the equipment shall not apply to the equipment giving rise to such
refusal.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


 


81

















 


ANNEX A TO


 


ATTACHMENT 5-3


EQUIPMENT SCHEDULE FOR NASDAQ
CORPORATE  NETWORK


 


I.   Company Equipment


 


	
  Quantity

  	
   

  	
  Make/Model

  	
   

  	
  Location

  	
   

  	
  Serial Numbers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  Rockville, MD

  	
   

  	
  [To Be Determined]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  Trumbull, CT

  	
   

  	
   

  



 


II.  Customer Equipment


 


	
  Quantity

  	
   

  	
  Make/Model

  	
   

  	
  Location

  	
   

  	
  Serial Numbers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  Rockville, MD

  	
   

  	
  [To Be Determined]

  
	
  ****

  	
   

  	
  ****

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  Trumbull, CT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  OLP Broadway, NY, NY

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  4 Times Square, NY, NY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  Blackwell Bldg,
  Rockville, MD

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  K Street, Washington DC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  Sand Hill Rd., Menlo
  Park, CA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  55 Monroe St.,
  Chicago, IL

  	
   

  	
   

  



 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


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SCHEDULE SIX


 


Usage Associated With Facilities
Construction


 


Customer desires that
Company construct, configure or install necessary equipment and/or facilities
from   Company’s network to Customer’s
premises (“Facilities”) to provide Services under this Schedule Six (“Services”
for purposes of this Schedule) to certain site(s) operated by Customer as set
forth in Attachment 6-1 (the “Location(s)”).   
Company requires Customer’s commitment to generate a certain minimum
amount of usage at the Location(s)  in
order to justify the capital expenditure necessary to construct, configure or
install the Facilities.


 


1.   SERVICE TERMS
AND CONDITIONS:  The term of this Schedule shall
begin on the First Amendment Effective Date and shall continue until expiration
of the last of the Location Term commitments as defined in Attachment 6-1 (the
“Schedule Term”).


 


2.  FACILITIES:  Customer understands and agrees that the
Facilities are and shall remain the sole property of   Company and nothing herein shall be construed to convey to
Customer any rights or privileges to the Facilities either directly or
indirectly through Customer’s commitment. 
Customer shall conduct its business relative to these Facilities
consistent with Company’s sole ownership of these Facilities.  Customer understands and agrees that
construction of the Facilities is dependent upon (i) obtaining all necessary
rights, permits, licenses, easements, and rights of way at the Locations,
including adequate space, power and environmental clearances; and (ii) securing
the right for Company to install, operate and maintain its equipment at the
Location(s).  Customer may be requested
to sign a collocation agreement with Company for each Location in a form and
substance satisfactory to Customer and  
Company.


 


3.  LOCATION SPECIFIC SUBMINIMUMS:


 


a.  At each Location, in addition to any volume
commitments set forth in the Agreement, commencing on the Location Term,
Customer guarantees the minimum Usage Charges (for each Location, a “Location
Subminimum”) and the Location Term commitments for the Services as set forth in
Attachment 6-1.  For purposes hereof,
the Location Term for each location shall commence on the date on which the
Location is “Lit” and ready to utilize the Services.  A “Lit” building is defined as a facility where Company fiber is
demarcated.  If the Term of the
Agreement expires before the expiration of the Location Term commitments set
forth for all Location(s) under this Schedule, the terms and conditions of the
Agreement (including applicable rates and charges for Services at each
Location) shall continue to control and apply to this Schedule until the
end of the Schedule Term.


 


b. 
Company does not guarantee that any specific Location build-out will be
completed, or will be completed within a certain time period.  Company reserves the right to: (i) delay or
discontinue the build-out of any Location, (ii) decline to provide Service in
one or more Locations and (iii) terminate Customer’s use of Service at one or
more Locations. The exercise of any such right shall be in Company’s sole
discretion and without liability to Customer. In such event, and as Customer’s
sole remedy, Customer’s Location Subminimum for such Location will not apply,
and Customer will not be responsible for the Location Subminimum
underutilization charges for such Location until the first full Monthly Period
following the completion of the build-out.


 


c. If, in any Monthly
Period, Customer’s Usage Charges for Services at a Location are less than the
applicable Location Subminimum, then Customer will pay an underutilization
charge equal to the difference between the Location Subminimum and Customer’s
Usage Charges at the Location during such Monthly Period. Customer agrees that
these charges are reasonable.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


83

















 


Attachment 6-1


 


Locations and Location Subminimums


 


	
  Location

  	
   

  	
  Location Subminimum

  	
   

  	
  Location Term

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1500
  Broadway

  	
   

  	
   

  	
   

  	
   

  
	
  New
  York, New York

  	
   

  	
   

  	
   

  	
   

  



 


The Parties agree that
the Broadway Location subminimum as detailed by the [First Amendment?] shall be
discontinued and Customer shall have no further financial obligation for that
subminimum upon MCI’s receipt of a **** payment from Customer.  Customer shall make this payment in
accordance with the Payment of Invoices subsection 8.1 of the Agreement


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


84

















 


SCHEDULE SEVEN


 


EQUIPMENT AND
RELATED SERVICES


 


Company’s provision of
domestic customer premise equipment and related maintenance, monitoring and
management services ordered by Customer as set forth in Attachment 7-1 shall be subject to the terms and
conditions set forth in this Schedule Seven as supplemented by the Master
Terms and Conditions set forth in the GSA.


 


1.                                      PROVISIONING
OF CPE.


 


1.1                                 Company
agrees to provide to Customer the items of customer premises equipment  (including related cables and
connectors)Attachment 7-1  (collectively
and individually, the “Equipment”). This Equipment is associated with Company
telecommunications services provided to Customer.    Equipment will be new unless it can be provided from existing
Company inventory that meets the specifications and standards  set forth in the Equipment Schedules.


 


1.2                                 The
Equipment Schedules shall be amended to include any additional Equipment added
hereto by written agreement of both parties.


 


2.                                      MAINTENANCE.


 


2.1 Company’s
Responsibilities:


 


A.                                   Subject
to the terms of this Agreement, Company agrees to install and maintain the
Equipment. Company has the exclusive right to maintain such Equipment.


 


B.                                     Company
shall install the Equipment at each location(s) as may be set forth in the
Equipment Schedules or separately agreed to by the parties and, as agreed by
the parties in writing, any additional sites designated for additional items of
Equipment (collectively, the “Installation Sites”).


 


C.                                     Company
shall provide, on a commercially reasonable basis, maintenance service, as more
fully described in Section 2.1.D (“Maintenance Service”), on the
Equipment.  In performing its
maintenance obligation, Company may, in its discretion, seek and obtain the
assistance of contractors or the vendors or manufacturers of the Equipment
maintained hereunder for which Company shall be responsible.


 


D.                                    Maintenance
Service, as defined herein, includes the following:


 


(1)                                  Use
commercially reasonable efforts to isolate any problems with the Equipment and
to restore service within the Equipment Mean Time To Repair (as defined below)
following receipt of Customer’s notification that the Equipment is inoperative.


 


(2)                                  Investigate
trouble reports initiated by Customer and repair or replace, at Company’s sole
discretion, any of the Equipment which fails to meet the manufacturer’s
published operating specifications for the Equipment during the term of this
Agreement.


 


(3)                                  Perform
work in a good and workmanlike manner.


 


(4)                                  Provide
interconnecting cables from the Company/Local Exchange Carrier (“LEC”)
demarcation line to the Equipment, interconnecting cables among the Equipment,
and interconnecting cables from the Equipment to the Company/Customer
demarcation line; provided, however, that Company shall not be required to
provide cables through Customer “in-house” wiring conveyances unless Customer
further agrees in writing to


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


85

















 


pay Company, in
accordance with an Company provided quote, an additional installation fee for
such services.


 


3.                                      If Company, in its sole discretion, determines
that a unit of Equipment owned by Company 
needs to be replaced, such Equipment will be replaced with equipment of
like kind and functionality from a manufacturer of Company’s choice at the time
of replacement (“Exchange Unit”).  The
Exchange Unit may not be new but will be in good working order and of like kind
and functionality.  The replaced unit
will be returned to Company’s inventory at Company’s expense.


 


Should the Equipment be
owned by Customer and the parties mutually agree in writing that the Equipment
needs to be replaced then Customer will obtain replacement of such Equipment,
unless otherwise agreed by Company and Customer.  With respect to Equipment owned by Company only, the replaced
unit will be returned to Company’s inventory at Company’s expense.  If Customer requests that Company maintain
any Equipment that is not ordinarily supported by Company, Customer will be
responsible for upgrading the subject Equipment to satisfy   Company specifications and for any upgrade
or other fees charged by the manufacturer or supplier of the Equipment, all as
will be agreed by the parties in writing in advance.   Company will advise Customer of such specifications.


 


Company
will maintain a standard Cisco router IOS version for any Cisco routers
provided under this Schedule upon deployment.  As part of the ongoing maintenance, Company will work with
Customer  on deploying new IOS versions
as needed for new applications, patches and bug fixes.  Company will also maintain the associated
software licensing as it relates to Company-owned equipment deployed under this
Schedule.


 


4.                                       Maintenance
Service shall not include or apply to the following:


 


A. Electrical work
external to the Equipment  or otherwise
considered “in-house wiring”.


 


B. Repair or replacement
of failed Equipment caused by factors outside of Equipment , such as fire,
accident, misuse, vandalism, water, lightning, or failure of its installation
site to conform with Company’s specifications (except where such event is due
to  Company’s negligent acts or
omissions).


 


C. Use of the Equipment
for other than the intended purpose.


 


D. Repair of damage
caused by the maintenance or repairs performed by a person other than an
Company employee or person authorized by Company.


 


E. Supplies, accessories,
painting, or refurbishing of the Equipment.


 


F. Relocation, additions,
or removal of Equipment, parts, or addition or removal of features not furnished
by Company or use of Equipment with other equipment that fails to conform to
Company’s specifications.


 


G. Cables and connectors
between the Equipment and any other equipment on Customer’s or Subscriber’s
premises after the expiration of the limited cable and connector warranty set
forth in the Section hereof entitled “Limitation of Liability and Limited
Warranty”.


 


H. Power or back-up power
to or from the Equipment.


 


5.                                       Company’s
Equipment Mean Time To Repair (“MTTR”) is defined as the average time elapsed
from the time Company detects or is notified of a failure of Equipment or other
degradation in performance of the Equipment covered by this Agreement until
such time as the Equipment’s performance is restored to its prior functionality
by replacing (either temporarily or permanently) or repairing the failed
Equipment.


 


For failures occurring at
locations which are within a **** radius of an Company authorized service
center in the United States, the MTTR objective shall be within **** after the
first to occur of Company’s receipt of notice or its detection, ****.  For failures at all other locations in
the****, the MTTR objective shall be within ****after the first to occur of
Company’s receipt of notice or its detection, ****.


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


86

















 


For any calendar month in
which Company fails to meet the MTTR, Company shall issue to Customer a credit
equal to ****of the affected Equipment’s recurring charge specified in the
applicable Attachment to this Schedule Seven for each day (or portion
thereof) on which the failure existed. 
In no event, however, shall the amount of this credit in any month
exceed ****of the total monthly recurring charge for such affected Equipment
incurred under Schedule Seven for such month.


 


The foregoing credits
shall not apply with respect to: (a) Equipment failures caused by Customer or
third parties not under the direction or control of Company, (b) Equipment
performance degradation of ****as compared to normal operating performance, (c)
scheduled maintenance, and (d) failures caused by force majeure events
generally affecting Customer’s site. 
The foregoing credits shall be Customer’s sole and exclusive remedy with
respect to Company’s failure to meet the MTTR.


 


6.                                       Customer’s
Responsibilities.  The following are
requirements and responsibilities of Customer:


 


A.                Provide Company with immediate access to
the Equipment twenty-four (24) hours per day, seven (7) days per week, during
the Term in order to meet the MTTR objectives.


 


B.                  Report detected Equipment failures and
provide information requested by Company, its contractors, or Company’s
designated point of contact, that is necessary or useful for Company to perform
its obligations hereunder.


 


C.                  Provide Company and its contractors with
access to facilities, overhead and under floor cable ducts, Installation Sites
and equipment as may be necessary or useful for Company to perform its
obligations hereunder, including but not limited to the Equipment.


 


D.                 Promptly endorse Customer’s name upon any
Uniform Commercial Code filings reasonably necessary to protect Company’s, its
contractor’s or assignee’s interest, if any, in the Equipment, which shall not
be unreasonably withheld or delayed.


 


E.                   Obtain, as may be necessary, all permits,
licenses, variances and other authorizations required by state and local
jurisdictions for installation and operation of the Equipment.


 


F.                   Provide adequate building, space,
circuitry, and power in accordance with the standards established by Company
for proper installation and operation of the Equipment.  Such standards are more fully described in
the attached Equipment Schedules.


 


G.                  Ensure that adequate back-up power to the
Equipment exists in the event of a power failure, interruption or outage.


 


H.                 Ensure that all of its electronic files
are adequately duplicated and documented at all times.  Company and its contractors will not be
responsible or liable for any   failure
by Customer or any Subscriber to adequately duplicate or document files or for
data or files lost during the course of performance of Maintenance Services
hereunder.


 


7.                                       Provide a well-lighted and safe working
area that complies with all local safety standards and regulations for Company
employees and contractors.


 


A. Provide Company
employees and contractors with proper security clearances as required.  If security passes are required for the
Company employee or contractor or the equipment brought with such person,
Customer or the applicable Subscriber must be available to provide all required
badges, passes, etc. at the time the Company employee or contractor arrives at
the site.


 


B. Ensure that any failed
unit of equipment that is to be exchanged pursuant to Section 3 is free of
any encumbrances at the time of replacement by Company.  Customer further agrees to remove all
external


 












*
****Confidential Treatment has been requested for the redacted portions.  The confidential redacted portions have been
filed separately with the Securities and Exchange Commission.


 


87

















 


attachments or objects
from the unit of equipment to be replaced before the time of exchange.  Customer forfeits all rights to any such
items not removed.


 


C. Execute a Letter of
Authorization sufficient to provide Company with control of acquisition and
management of Customer’s LEC access facility for the purpose of enabling
Company to perform its services under this Agreement.


 


8.                                      MANAGEMENT
AND MONITORING.   The following
management and monitoring services will be provided for CPE provisioned under
this Schedule only if indicated on the applicable Attachment to this
Schedule Seven for such CPE.


 


Company will provide
remote monitoring and management of the CPE 24 hours per day, seven days per
week, 365 days per year.


•                  Respond
to real time alerts in accordance with procedures established with Customer.


•                  Isolate
cause of fault within the wide area network.


•                  Take
corrective action to fix any circuit related issue, including the dispatch of
third party vendors or service providers.


•                  Track
and maintain ownership of circuit fault until resolution, and provide a
technical point of contact.


•                  Provide
technical escalation to support groups directly responsible for circuit fault
correction.


•                  Confirm
resolution of circuit fault trouble.


 


Note:  Modems
are required at each Customer location for redundant access to the CPE for
management purposes.  Company shall not
be responsible for provisioning these modems.


 


9.                                      INSURANCE.


 


Beginning on the installation date thereof and
continuing until the Equipment is deinstalled by, or otherwise returned, to
Company or Company’s designee, Customer 
(x) relieves Company of responsibility for all risks of physical damage
to or loss or destruction of the Equipment, except to the extent proximately
caused by Company’s (or its independent/sub contractor’s or agent’s) negligence
or willful tortuous misconduct, and (y) shall, at its own expense, keep in
effect property insurance policies covering the Equipment for loss or damage
(other than normal wear and tear) caused by individuals or entities other than
Company, its agents or independent/sub contractors in accordance with the
requirements of this provision. The property insurance policy shall be for an
amount not less than the replacement cost of the Equipment.  The property insurance requirements can be
met under Customer’s blanket policies. Company, its successors and assigns
and/or such other party as may be designated in writing, shall be named as loss
payees on such policy(ies), which shall be written by an insurance company with
a Best rating of A minus or higher and financial rating of VII or better.  Evidence of such insurance coverage shall be
furnished to Company from time to time (but no more than once every 12 months)
at Company’s request and upon any change in the insurance carrier or upon
renewal.  Such policies shall provide
that no less than ten (10) days’ written notice shall be given Company and any
other party named as loss payee prior to cancellation of any such policies for
any reason.


 


Company shall maintain
Commercial Liability Insurance in accordance with Section 22 of the GSA
with respect to its liability for physical damage to or loss or destruction of
the Equipment proximately caused by any of them. Customer, its successors and
assigns and/or such other party as may be designated in writing, shall be named
as additional insureds on such policy(ies), which shall be written by an
insurance company with a Best rating of A minus or higher and financial rating
of VII or better. Evidence of such insurance coverage shall be furnished to
Customer from time to time (but no more than once every 12 months) at
Customer’s request and upon any change in the insurance carrier or upon
renewal. Such policies shall provide that no less than ten (10) days’ written
notice shall be given Customer and any other party named as additional insureds
prior to cancellation of any such policies for any reason.


 


10.                               CHARGES
FOR EQUIPMENT.


 


The rates and charges for
the Equipment are set forth in the applicable Attachment to this
Schedule Seven.  Customer may not
withhold payment of the invoiced amount based on abatement, reduction, set-off,
defense, counterclaim or


 












*
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filed separately with the Securities and Exchange Commission.


 


88

















 


recoupment in connection
with any past, present or future claim Customer may allege against Company for
charges not covered under this Agreement or against the manufacturer of any
Equipment or any other third party.  In
the event Company does not receive full payment of amounts that are not the
subject of a bona fide dispute on or before the date on which such payment is
due, Company, in its sole discretion, may assess an additional charge against
Customer with respect to that portion of the amount due that is attributable to
the equipment and services provided under this Schedule in the amount of
****or the maximum rate allowed under applicable law, whichever is less, on any
unpaid amounts.


 


11.                               MOVES.


 


Customer shall not move
or remove any item of Equipment without Company’s prior written consent.  In any event, Customer must advise Company
in writing of the new location of any Equipment that is to be moved from its
original installation location.


 


12.                               TITLE
AND RISK OF LOSS.   


 


Title to the Equipment
shall remain with Company.  Company
shall bear the risk of loss or damage to the Equipment until delivery of the
Equipment to the installation site; thereafter, Company shall bear no risk of loss
or damage to the Equipment, unless such loss or damage is caused by Company’s
negligence or intentional misconduct. 
Customer shall bear risk of loss or damage to the Equipment located at
Customer’s sites if such loss or damage is caused by Customer’s negligence or
intentional misconduct, or an event covered by Customer insurance coverages
described in Section 4 above (e.g., fire).   Customer (a) shall provide Company notice of loss or damage to
the Equipment reasonably promptly after Customer receives notice of such loss
or damage, and (b) shall not do anything inconsistent with Company’s interest,
if any, in the Equipment.


 


13.                               ORDER CHANGES.


 


If the Equipment needs to
be changed to meet the requirements for interfacing with the Customer
applications, Customer equipment, or systems, Customer agrees that it will  (i) cooperate with Company to make such
required Equipment changes, (ii) amend the applicable Equipment Schedule(s) to
reflect such changes, and (iii) pay to Company mutually agreed fees or charges
that may be incurred.


 


14.                               LIMITATION
OF LIABILITY AND LIMITED WARRANTY.


 


A.           Company warrants that
any cables and connectors between the Equipment and any other equipment on
Customer’s premises that are provided by Company will be in good working order
for a period of thirty (30) days after installation, except in the case of
failure of such cables and connectors caused by Customer’s misuse or abuse.


 


B.             EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
ALL EQUIPMENT PROVIDED BY COMPANY IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY
KIND. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY EQUIPMENT, MAINTENANCE SERVICE OR
RELATED PRODUCT OR DOCUMENTATION. 
COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED
TO ALLEGED VIOLATIONS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT
TO ANY EQUIPMENT EXCEPT TO THE EXTENT PROXIMATELY CAUSED BY THE ACTS OR
OMISSIONS OF COMPANY OR ITS INDEPENDENT/SUB CONTRACTORS OR AGENTS (OTHER THAN
ANY EQUIPMENT MANUFACTURER). 
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT IS INTENDED TO
LIMIT OR DIMINISH THE WARRANTIES AND SUBLICENSES, IF ANY OF THE EQUIPMENT
MANUFACTURER, WHICH PASS THROUGH COMPANY AND INURE TO THE BENEFIT OF CUSTOMER
AND USERS.


 












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89

















 


15.                               TERMINATION.


 


A.           Upon termination of
this Agreement, Company shall have the right to exercise one or more of the
following remedies set forth below, in addition to any other remedies Company
may exercise, in law or equity.  Company
may:


 


(1)                                  recover
all amounts due and unpaid, and


 


(2)                                  repossess
any Equipment owned by Company.


 


B.             Customer, at its sole expense, shall be responsible
for removing all Customer-owned Equipment from Company’s terminal and depot
locations as soon as reasonably practical after termination of this Agreement.


 


C.             Within thirty (30)
days after the expiration or termination of the Agreement, Company shall remove
the Equipment owned by Company. 
Equipment shall be in good condition and repair, reasonable and proper
depreciation excepted.  Customer shall
be liable for any loss or damage to the Equipment resulting from theft,
disappearance, fire or any other cause unless such loss or damage was
proximately caused by the acts or omissions of Company or its independent/sub
contractors, representatives or agents. 
For each item of Equipment not recoverable by Company through no fault
of its own, within the thirty (30) day period, Customer shall be deemed to have
purchased such Equipment and shall pay Company the replacement cost, plus any
additional costs incurred by Company in replacing the Equipment.


 


16.                               EXPORT
AND LEGAL COMPLIANCE .


 


Customer acknowledges
that certain equipment, software and technical data which may be provided
hereunder may be subject to export and re-export controls under the U.S. Export
Administration Regulations and/or similar regulations of the U.S. or any other
country.  Customer shall not export or
re-export any such equipment, software, technical data or any direct product thereof
in violation of any such laws.  Customer
shall comply with all laws and regulations, including but not limited to import
and custom laws and regulations.


 


17.                               ORGANIZATION
CHANGES.


 


Each party shall use
reasonable efforts to provide the other party with written notice of any change
to the party’s (and  in the case of
Customer, any Subscriber’s) name, identity or fundamental structure within  thirty (30) days after such change.


 


18.                               RIGHT OF REFUSAL.


 


Each party reserves the
right to refuse to install or maintain any equipment, if in that party’s sole
discretion, installation of such equipment could cause harm to Customer’s
network or if the equipment that the other party desires Company to maintain is
considered by Company or Customer to be non-standard equipment.  If Company refuses to install or maintain
any equipment, then the exclusive right granted to Company to maintain the
equipment shall not apply to the equipment giving rise to such refusal.


 












*
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filed separately with the Securities and Exchange Commission.


 


90



















ATTACHMENT
7-1


 


EQUIPMENT
SCHEDULE


 


Project/Network:  Times Square
Managed Connection.


 


Minimum Term of
Service:  The
term of this Attachment 7-1 shall coterminous with the Schedule Eight Term
described in Section 2.2 of Schedule Eight. 
If the Term of the Agreement expires before the expiration of the
Schedule 8 Term, the terms and conditions of the Agreement shall continue to
control and apply to this Attachment 7-1 until the end of the Schedule 8
Term.  No additional Equipment may be
ordered pursuant to this Attachment except pursuant to a written amendment
hereto executed by the parties.


 


Monthly Recurring
Charge:  Charges
for the Equipment described in this Attachment are included in the monthly
recurring charge set forth in Section 3 of Schedule Eight.


 


Non-Recurring/Installation
Charges:  ****


 


Management and
Monitoring. 
The services described in Section 3 of Schedule Seven apply to the
Equipment described in this Attachment 7-1.


 


Ownership: As
between Company and Customer, Company shall retain title to all Equipment
provisioned by Company at Customer sites 
under this Attachment 7-1.


 


Equipment
Descriptions:


 


	
  Quantity

  	
   

  	
  Make/Model

  	
   

  	
  Location

  	
   

  	
  Serial Numbers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


91

















 


SCHEDULE EIGHT


 


TIMES SQUARE MANAGED
CONNECTION

SCOPE AND SPECIAL TERMS


 


(A Fully Managed
Network Solution)


 


1.   Scope of  Services.  Company will provide to Customer managed
dedicated leased line connectivity  
(hereafter referred to as the “Times Square Managed Connection”),
including access circuits, Company dedicated leased line service,  related equipment and associated network
management services all as further described in this Schedule. The Company
dedicated leased line service (service option 2) and dedicated access services
are provided subject to the additional terms and conditions set forth in the
GSA and Schedule Three.   The customer
premise equipment for the Times Square Managed Connection is provided subject
to the additional terms and conditions set forth in Schedule Seven (Equipment
and Related Services) and Attachment 7-2 attached hereto.   All of the aforementioned provisions are
intended to supplement each other to the greatest extent possible, however, in
the event of a conflict between the terms of Schedule Eight and any of the
aforementioned provisions with respect to the Times Square Managed Connection,
this Schedule Eight shall govern.


 


Implementation;  Schedule Eight Term.


 


Company shall
implement the Times Square Managed Connection pursuant to a mutually agreeable
implementation schedule to be agreed by the parties in writing.  The configuration of the network facilities
provisioned by Company will be as  follows:


 


(a)                                  ****


 


(b)                                 ****


 


As between Company and
Customer, Company shall retain title to all customer premise equipment
provisioned by Company at Customer sites for the Times Square Managed
Connection.


 


2                                          The
term of this Schedule shall begin on the Second Amendment Effective Date and
shall continue for a minimum of twelve (12) Monthly Periods  (the “Schedule Eight Term”).   At the end of the initial Schedule Eight
Term, the Schedule Eight Term shall automatically continue month to month  unless either party has provided the other
party with written notice of termination at least sixty (60) days prior to the
end of the Schedule Eight Term (including any renewal period) subject to (i)
Customer paying for Cisco SmartNet maintenance for a full twelve months (12)
month term in advance for any term beyond the Schedule Eight Term, (ii) the subminimum
commitment in section 3.1 of this Schedule 8 will be pro-rated for each month
of the month to month extension or any partial months, and (iii) the month to
month extension shall not extent beyond the Term of the Agreement . If the
Agreement is terminated before the expiration of the Schedule Eight Term, then
the terms and conditions of this Schedule Eight, and the remainder of the
Agreement as it relates to this Schedule, shall continue to apply until the end
of the Schedule Eight Term.


 












* ****Confidential Treatment has been requested for the redacted
portions.  The confidential redacted
portions have been filed separately with the Securities and Exchange
Commission.


 


92

















 


3.                                       Rates
and Charges.


 


3.1  Summary of Total Rates
and Charges.   The Base Rates
applicable to Customer for The Times Square Managed Connection are summarized
below.  The Base Rates are effective no
later than the Third Amendment Effective Date and are fixed for the Term.


 


	
   

  	
   

  	
  Monthly

  	
   

  	
   

  
	
  Connected Sites

  	
   

  	
  Recurring
  Charge*

  	
   

  	
  Non-Recurring

  Installation

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 












*Includes all
circuits described in Section 2.1 and equipment and related network maangement
described in Attachment 7-2 to Schedule Seven.


 


Cisco
Smartnet Maintenance:  ****
non-recurring charge payable in advance (For **** months / **** routers).   This non-recurring charge will also be
payable by Customer in the first Monthly Period after the Second Amendment
Effective Date, and in the first Monthly Period upon each **** renewal
(i.e.****.).


 


3.2  Regulated Interstate
Services Component. The monthly recurring charge set forth in Section 3.1
above is  inclusive of **** attributable
to interstate Regulated Services.  The
charges described in this Section 3.2 constitute a “Specialized Customer
Arrangement” or “SCA” as defined in  
the Guide.  Capitalized terms not
otherwise defined in this Agreement shall have the definition given to them in
the Tariff.


 


3.3   Subminimum.  During the Schedule Eight Term and in each
renewal thereof, Customer must incur no less than **** in recurring charges
under this Schedule Eight (“Times Square Subminimum”).  For each renewal period, Customer shall pay
an amount equal to a pro-rata portion of the Times Square Subminimum (****of
the Times Square Subminimum for each Monthly Period). If  Customer fails to satisfy the Times Square
Subminimum during the Schedule Eight Term or any renewal thereof, Customer
shall pay Company an amount equal to the difference between the Times Square
Subminimum and Customer’s actual monthly recurring charges paid during the
applicable period under this Schedule Eight.


 


4.                                    Orders
For Service.  Orders for
installation, changes or disconnects shall be provided to Company by Customer.


 


 5.                                    Installation.  The
term “Installation” shall mean the carrying out and completion of all work
(including, but not limited to, procurement of any piece of hardware or
software used by Company to provide Service as contemplated under this
Agreement [each, a “Component”], site surveys, scheduling, physical and logical
connection of all Components to the Service to ensure that Customer’s locations
and each Subscriber’s locations are fully integrated into the Times Square
Managed Connection, testing, and correction of any problems which cause the
Service not to operate in accordance with Company’s standard specifications) at
a location at which the Service is contemplated to be provided under this
Agreement.  The parties will agree on an
Installation schedule which is subject to change by mutual agreement of the
parties.  After
completion of work associated with an Installation, Company shall ensure that
the exterior of Components and the surrounding areas are clean and that all
discarded parts, supplies and other waste is removed from the premises.


 


6.   Installation Acceptance. 
Customer will have a period of ****after Installation notification
hereunder in which to notify Company of service troubles.  Failure to notify Company of service
troubles within ****after Installation notification constitutes acceptance of
the circuit(s) from the first day of notification.  Company will use commercially reasonable efforts to rectify
service troubles promptly.  Charges will
not apply pending


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


93

















 


repair of service troubles
associated with Installation.  Troubles on such circuits must be reported
on a circuit specific basis to Company support center.


 


7.                                       Customer’s
Termination Liability.   If (a)
Customer terminates either the Times Square Managed Connection, or this
Agreement, prior to the end of the Schedule Eight Term other than due to an
uncured breach by Company of a material term hereunder, a final order by the
SEC that requires Customer to permanently discontinue the Times Square Managed
Connection, or other than as Customer is expressly permitted herein to terminate
without liability, or (b) Company terminates this Agreement early as permitted
under  Section
12  Customer
will pay, in addition to all accrued but unpaid charges and liabilities
incurred through the date of such termination: 
(i) any and all credits received by Customer hereunder for the Times
Square Managed Connection (except service interruption credits, if any), in
full, without setoff or deduction; plus (ii) an amount equal to the product of
(a) the total monthly recurring charge for the Times Square Managed Connection
incurred by Customer in the month preceding the month of termination,  multiplied by (b) the number of unsatisfied
months (prorated for partial months) remaining in the Schedule Eight Term on
the date of termination;  plus (iii) the aggregate termination
charges payable to any  non-U.S. third
party suppliers, if any, for which Company is or becomes contractually liable
to the extent directly resulting from such termination. 
Upon written request of Customer, Company will use its
reasonable efforts to identify in advance any such termination charges payable
to third party suppliers.


 


8.                                       Design
Changes. Subject to Customer’s
satisfaction of the Times Square Subminimum, during the Term Customer may
modify the Times Square Managed Connection design and replace existing Services
with new or existing Services generally offered by Company.  Any such modification  would be reflected in a mutually acceptable
amendment to this Agreement.


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


94

















 


SCHEDULE
NINE
SERVICE DELIVERY
PLATFORM (“SDP”)/ APPLICATION PROGRAM INTERFACE (“API”)


 


1. Agreement.
The EWN II Agreement, dated November 19, 1997 and executed by the Customer and
MCI shall remain in full force and effect until its expiry on May 31,
2004.  As of June 1, 2004, MCI will
provision the SDP-API services (formerly known as EWN services) to the Customer
and Subscribers under the terms, conditions and rates as detailed below
(“Schedule Nine Services”).  As
between Customer and MCI, the parties agree that MCI does not have a contractual relationship
with the Subscribers for Schedule Nine Services.


 


2. Term.  The term of this Schedule Nine is from June
1, 2004 to December 31, 2005 (“Schedule Nine Term”).


 


3.
Contribution. 
Notwithstanding anything otherwise set forth in the Agreement, invoiced
amounts to Customer for the Schedule Nine Services shall contribute to
Customer’s Extranet Minimum as set out in Section 5of the Agreement.


 


4.
Exclusivity. Customer agrees that MCI shall be the
only provider of the Schedule Nine Services (except for those Subscribers
linking to Customer by the Internet) until December 31, 2005.


 


5. Billing. MCI will
bill Customer directly for the Schedule Nine Services.  Schedule Nine Services are Enhanced
Services.


 


6. DEFINED TERMS


 


6.1 A Component is a piece of
hardware or a piece of software used by MCI to provide Services under this
Agreement. Components include Separable Components as defined below .


 


6.2 A Separable Component shall
mean a Component that may reasonably be separated from the Components without
adversely affecting MCI’s ability to operate in the ordinary course of its
business and which MCI has procured by purchase, license or lease specifically
for the provisioning of the Services. 
For the purpose of clarity, Separable Components shall include the items
of equipment MCI has procured (by lease, purchase or license) and placed on the
premises of Customer, the Corporations, the Subscribers or other authorized
users of the Services and such similar items as MCI shall have specifically
placed in service on MCI premises in order to provide the Services and
Separable Components shall not include MCI’s basic service network, such as
fiber optic transmission lines and associated equipment and facilities and
MCI’s network management centers and associated equipment and facilities.


 


6.3 The Corporations means The
Nasdaq Stock Market, Inc. and/or its Affiliates


 


6.4 MFX is MCI’s Financial
Extranet


 


6.5 Subscriber means any entity
(other than the Corporations) authorized by the Corporations to receive
information via the Service from the Corporations, or an entity (other than the
Corporations) authorized by the Corporations to connect to the MFX .


 


6.6 Installation shall mean the
carrying out and completion of all work (including procurement of Components,
site surveys, scheduling, physical and logical connection of all Components to
the MFX to ensure that the router/switch is fully integrated into the Service
(to meet specifications), testing, correction


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


95

















 


of any problems which cause the
router/switch not to meet specifications) required to meet the specifications
in connection with a site at which the Service is to be provided under this
Agreement


 


7 Equipment
Insurance.  MCI shall
maintain replacement value insurance for  
Components  located on the
Corporation’s and Subscriber premises. 
Notwithstanding the foregoing, the Corporations and Subscribers shall be
liable for replacement value of any such Components at their respective
locations to the extent of loss caused by them; or damage by negligence, abuse
or misuse, vandalism caused by them; failure to provide the same electrical or
other operating environment as at installation, or unauthorized alterations or
attachments in violation of MCI prior provided specifications for  said Components.  MCI may self insure as necessary to comply with the terms of this
subsection.


 


 Customer to use commercially
reasonable efforts to inform MCI of disconnects as soon as reasonably
practicable.  In the event Customer
fails to inform MCI of a disconnect after **** from Customer receipt of such
disconnect notice from the Subscriber, the Customer shall be responsible for
replacement costs incurred by MCI if MCI is unable to retrieve its equipment.


 


8. Encumbrances.


 


8.1. Customer
shall keep the Components free and clear of all liens and encumbrances created
by or through Customer or the Corporations and shall otherwise reasonably
cooperate to defend the interest of MCI in the Components and to maintain the
status of the Components as equipment or personal property and not as
attachments to real property.  Customer
will promptly discharge any lien created by or through Customer or the
Corporations on the Components, or otherwise cause the removal of such lien
before foreclosure, but in any event within 45 days of actual knowledge by
Nasdaq of the lien.  In the event a lien
created by or through Customer or the Corporations is imposed on the Components
that may have an adverse effect on a proposed MCI action, then it must be
removed in time to avoid such adverse affect. 
If requested by MCI, Customer will, at Customer’s expense, furnish a
waiver of any interest in the Components from any party having an interest in
the real estate or building owned, leased, or used by Customer in which the
Components are located.  Customer shall
permit and shall cause the Corporations to permit MCI reasonable access to
inspect said Components (located on their respective premises) during normal
business hours.  Customer shall
reasonably assist, at the request of MCI, in attempting to arrange reasonable
access to a Subscriber premises to permit MCI to inspect said Components during
normal business hours.  :  In the event that there is a failure or
threatened failure of Customer or the Corporations to perform its or their
obligations under this Section, then MCI shall be entitled to discharge or
otherwise cause the removal of such encumbrance or lien and shall be entitled
to reimbursement by Customer (i) for the amount discharged or removed with
interest on said amount at the prime rate per annum, as published in the Wall
Street Journal (or as otherwise agreed between the parties) and compounded
daily on the past due amount from the time of discharge or other removal until
such reimbursement is made to MCI and (ii) for any other amounts reasonably
expended in so discharging or other removing.


 


8.2. Customer agrees to execute and deliver, upon demand, any documents
necessary, in MCI’s reasonable opinion, to evidence MCI’s interest in the
Separable Components.  In addition,
Customer appoints MCI as its attorney-in-fact for the sole purpose of executing
and delivering any UCC financing statements required to protect and perfect any
such interest.


 


8.3.  Customer agrees to provide
a notice to the Subscribers of a mutually agreeable text provided by MCI
informing the Subscribers that they shall keep the Components free and clear of
all liens, and of the possibility of reasonable inspection as provided under
this Agreement.  Customer shall
indemnify MCI for any costs, damages, expenses (including reasonable attorneys
fees), incurred by MCI to discharge any liens created by or through Customer,
the Corporations or Subscribers, and to defend title to the .


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.   


 


96

















 


8.4                                 In
order to assure that Customer shall have quiet enjoyment of the Services, MCI
shall take all actions necessary or appropriate to prevent any third party from
taking any action under any lien or other encumbrance created by, through, or
because of MCI that threatens in any material respect to inhibit MCI’s ability
to perform hereunder (a “Third Party Action”), including but not limited to
discharging or otherwise causing the removal of any such lien or encumbrance.
MCI shall provide Customer prompt Notice of any actual or threatened Third
Party Action of which MCI has knowledge. 
In the event that there is a failure or threatened failure of MCI to
take all actions (as described hereinabove) in respect of a Third Party Action,
then Customer shall be entitled to discharge or otherwise cause the removal of
any such encumbrance or lien and shall be entitled to reimbursement by MCI with
interest at the rate stated in Section 8.1 for any amounts reasonably expended
in so doing.


 


9.  Sharing of Use.  MCI warrants that the Services can be: (1)
used by employees and agents of Customer, the Corporations, and the
Subscribers; (2) used to process data for Customer, the Corporations or any
Subscriber; and (3) transferred or assigned among the Corporations without
consent or additional fees, provided that Customer provides MCI notice no later
than 10 days after the transfer or assignment, and within 15 days of  delivery of such notice, Customer delivers
to MCI  a guarantee of payment (in a
form reasonably acceptable to MCI ) of all charges which may be incurred in
respect of the Schedule Nine Services which is transferred or assigned.  Upon transfer, Customer shall cause such
Corporation to expressly assume in writing Customer’s obligations (including
those related to Separable Components) to the extent of the transfer and
Customer shall  remain liable for all
obligations not transferred.


 


10.  Diversity of Carriers and Routes and
Backup.


 


MCI must provide, during the effectiveness of this Agreement, diverse
transmission paths and associated Components (and if available through diverse
carriers or diverse points of presence, local loops) through electronically and
physically diverse transportation methods such that nothing on the diverse
paths can have a common single point of failure.  Additionally, if local loop diversity is not available, then if
requested by Customer, MCI must provide, if possible,  diverse transmission paths and associated Components through
electronically and physically diverse transportation methods such that nothing
on the diverse paths can have a common single point of failure.  The price to Customer will be based on the
best reasonably available LEC/PTT/or other third party provider rate to MCI at
the time, given the size and nature of the procurement (documented upon request
of Customer), plus an administrative markup not to exceed 4% (“At Cost”),
diverse transmission paths and associated Components through electronically and
physically diverse transportation methods such that nothing on the diverse
paths can have a common single point of failure.


 


11.  Maintenance.


 


11.1. Maintenance shall mean Services conforming to the
requirements of this Section.  All
maintenance and repair work must be performed in a good and workmanlike manner,
in accordance with manufacturer and industry standards and specifications in
order to keep Services operating within the SLA .  MCI may charge Customer for mutually agreed-upon equipment
replacement or repair only to the extent replacement or repair costs are
attributable to: (1) damage or loss due to negligence, misuse or abuse caused
by Customer; (2) failure to provide the same operating environment as at
Installation (including but not limited to the failure to provide the same
electrical power, or conditioning, or humidity control); (3) unauthorized
alterations; (4) attachments of equipment to Separable Components in violation
of MCI prior provided specifications; 
or (5) movement of Separable Components not authorized by MCI.   Charges for these services will be based on
a rate as mutually agreed between the parties.


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


97

















 


11.2.  Services coverage, which
includes hours for remote monitoring, hours for on-site NCC coverage at
Customer’s Trumbull, CT Data Center, and hours for performance measurement
(PPM), and such principle period of maintenance shall be from 7:00 a.m. to 7:00
p.m. Eastern time.


 


11.3.  In the event of a
situation that makes a Corporation data center inoperable or unusable for any
period of time, Customer may request MCI to provide connectivity to an
alternate data center as expediently as possible .   MCI will provide support to such alternative data center 24
hours a day, seven days a week.  Charges
for these services will be based on a rate as mutually agreed between the
parties.


 


11.4.  Customer shall provide
MCI reasonable access to any Customer premises to permit MCI to respond to a
service call or to perform preventive maintenance during the hours permitted by
Customer.  Customer shall reasonably
assist, at the request of MCI, in attempting to arrange reasonable access to a
Subscriber premises to permit MCI to respond to a service call or to perform
preventive maintenance.  During the time
a Subscriber  denies MCI reasonable
access, MCI’s obligations to perform the Schedule Nine Services are waived for
the respective Subscriber.


 


11.5.  After completion of work,
MCI shall insure that the exterior of Components and the surrounding areas are
clean and that all discarded parts, supplies and other waste is removed from
the premises.  In any maintenance or
repair MCI shall use only replacement parts that perform to at least the
manufacturers’ specifications of the replaced item when new.


 


11.6.  Except for the uses and
accesses contemplated by this Agreement, at no time will Customer (including
the Corporations) personnel, agents, independent/sub contractors or any other
entity under Customer’s control, intentionally make an unauthorized use,
unauthorized access, or interfere with, download, disassemble or otherwise
perform unauthorized manipulation of, any MCI Components (including, but not
limited to, TeMIP,, Circuit View work stations, TMS, COMS, NETPRO) used to
provide the Services except with the express authorization and under the
direction of MCI.  Except for cables at
a Subscriber’s premises, at no time will MCI personnel, agents, independent/sub
contractors ,or any other entity under MCI’s control, intentionally use,
access, interfere with, download, disassemble, or otherwise manipulate, any
Customer hardware or software except with the express authorization of Customer
(e.g., to enable MCI to resolve trouble tickets).  The Corporations shall not reverse engineer or decompile any MCI
provided software. The Customer agrees to provide a notice to the Subscribers
of a mutually agreeable text provided by MCI informing the Subscribers that
they shall not violate the terms of this provision.  MCI shall have the right, upon providing Customer reasonable
advance notice, to correct, deinstall, or restore any MCI Component which
Customer, the Corporations or any Subscriber has disassembled, manipulated or
otherwise modified without MCI’s prior express authorization or direction.  Customer 
shall reimburse MCI for the cost of any such correction, deinstallation
or restoration.


 


12.  Tariff.


 


12.1.  The parties agree that
the Services provided under this Agreement are interstate enhanced services, as
they are currently defined by the Federal Communications Commission.  In the event a regulatory agency with
jurisdiction over MCI requires MCI to file a tariff covering some or all of the
Services, MCI agrees to tariff only those Services or those terms of such
Services that are required to be tariffed. 
Nothing in this Agreement prevents MCI from withdrawing or canceling a
tariff.


 


13.  Security Regulations.  MCI personnel will be instructed
to comply with security regulations pertinent to each Corporation or Subscriber
location and any oral security instructions or demands of that location’s
personnel.  MCI personnel, when deemed
appropriate by Customer in its sole discretion, will be issued a visitor
identification card by Customer.  Such
cards will be surrendered by MCI personnel upon


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


98

















 


demand by Customer and without further demand upon expiration or
termination of this Agreement.   MCI shall
not attempt to gain access to restricted areas, to systems, or to Confidential
Information in the possession of the Corporations or Subscribers beyond the
access permitted by that entity.


 


14 Canadian and other Non-US Subscribers. For
Service to member firms in Canada, Alaska, Hawaii, and Puerto Rico Customer
shall pay the applicable rates as   set
forth in  Section 16 of this Schedule
Nine plus an additional fee for access to the network based on standard or GSA
rates (“Network Access Rate”).   In addition
to the Network Access Rate, Company will pass through to Customer, and Customer
shall be responsible for, any charges (including, without limitation,
installation charges), fees, taxes and terms and conditions of service imposed
by local access/egress service suppliers (e.g., Bell Canada) in relation to the
provision of Services, including, but not limited to, rate fluctuations  in
tariffs, communications charges and access charges that are imposed or enacted
by the local suppliers from time to time. 
Customer shall be responsible for any gains or losses associated with
fluctuations in the exchange rate and/or timing of payment where access charges
are billed in non-U.S. currency and are to be paid by Customer in U.S. Dollars.  Company shall, for this limited purpose
only, act as Customer’s representative in procuring, on Customer’s behalf and
at no additional cost to Customer for so procuring, the local access/egress
services from suppliers.


 


15                                    Customer
warrants to  Company that during the
term of this Agreement, but in no event beyond 
December 31, 2005 (unless the parties specifically agree otherwise):


 


 (a) 
Customer shall obtain all of its SDP-API Services solely and exclusively
from Company. As used herein, “EWN Services” means those network transmission,
network management, network maintenance, network monitoring services, and
customer premises equipment required by Customer for, and associated with
either: (i) the operation of SDP/API but only between, and including, the
switches at each of the Customer data centers and each Subscriber’s premises
(and not including any components or services affecting only the Customer or
Subscriber side of such switches), or (ii) the functionality associated with
SDP’s.    Each party agrees to negotiate
in good faith the pricing for any new or additional SDP-API Services. The
provisions of the Section 15(a) do not survive the completion of performance or
the rejection, termination or expiration of this Agreement.  Customer’s breach of the exclusivity
obligations as set out in this Section 15 (a) which are not cured within 30
days’ written notice from MCI shall be considered Cause for termination for
MCI.


 


(b) Should
Customer enable a web application for small users (less than ****), the
establishment and migration of these users will not be subject to the
exclusivity requirement in 15 (a) above.


 


(c)  The Company will not market or sell  Schedule Nine network connectivity to market
makers for purposes of allowing these market makers to satisfy their
attributable quoting (or order entry) through a Customer competitor.  This
includes the support of a market maker’s requirement to maintain during the
trading day a valid two sided quote (or order) in all securities for which they
are a registered market maker.  The quote (or order) attribution
occurs because the market maker’s identity is revealed by assigning the market
maker’s MPID (“Market Participant ID”), to the quote (or order).  In
the event that the Customer notifies the Company that one of the Company’s Subscribers
is engaged in attributable quoting (or order entry) with a market center
different than the Customer’s, the Company shall use commercially reasonable
efforts to stop the Subscriber from engaging in attributable quoting (or order
entry) over the Company network.


 


16. SDP-API RATES


 


	
  Speed

  	
   

  	
  Monthly Rate

  



 


16.1   
TCP/IP Only


 


	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


99

















 


16.2 Broadcast
with TCP/IP


	
  greater than or equal to ****

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


17.             Non-Recurring
Charges and Notes – Non-Recurring Charges apply to SDP/API Services.


 


All intervals are measured in
business days.


 


Each provisioning interval
shall begin upon MCI receipt of a complete and accurate order from
Customer.  Longer time periods for any
implementation or change activity may be agreed upon by the parties on an
individual case basis.


 


MCI may invoice Customer for non-recurring charge no earlier than five
(5) days following Installation of the local access circuit.


 


Customer agrees to use its
reasonable effort to assist MCI in the recovery of MCI equipment from a
Subscriber’s premises in the event the Subscriber disconnects service in
connection with its discontinuance of operations.


 


Definitions:


 


FOC – Firm Order Commitment –
the maximum number of business days from the date MCI received Customer’s order
for the service until MCI notifies Customer of its firm commitment to all dates
involving Subscriber or Corporation premises visits.


 


ICB – To be determined on an
individual case basis.


 


Interval – The number of
business days from the date MCI receives the order from Customer within which
the service will be completed.


 


	
  Activity

  	
   

  	
  Interval

  	
   

  	
  FOC

  	
   

  	
  Charge

  	
   

  	
  Comments

  
	
  Site Install

  	
   

  	
  **** *

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upgrade requiring additional ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Upgrade requiring new router

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  



 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


100

















 


	
  Internal Move

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  External Move

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  	
   

  	
  Handled as install/disconnect

  
	
  Site Disconnect

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Change Order

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Expedite

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  Applies per circuit, expedited delivery is best effort and not
  guaranteed

  
	
  Cancel before CPE install

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
  Applies per circuit and is charged after telco order is placed and
  before dispatch

  
	
  Cancel after CPE install

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Handled as install/disconnect

  
	
  Subscriber not Ready (SNR)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Charged as installed Subscriber after **** of the Subscriber not
  being ready as communicated to Customer in weekly order status reports

  



 












*The installation interval is a
monthly average and is calculated exclusive of delays caused by Subscriber
(e.g., failure to extend demarc).


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


101

















 


SCHEDULE 10
MULTI-CAST DATA NETWORK (“MDN”) FROM THE ISN NETWORK
AGREEMENT


 


1. Agreement. The ISN
Agreement, signed by Customer on January 22, 1991 remains in full force and
effect until its expiry on ****.  As of ****,
MCI will provision the MDN services to the Customer and Subscribers under the
terms, conditions and rates as detailed below (“Schedule Ten Services”).


 


2. Term.  The term of this Schedule Ten is from ****
to ****, (“Schedule Ten Term”).


 


3. Contribution.  Notwithstanding anything otherwise set forth
in the Agreement, invoiced amounts to Customer and Subscribers for the Schedule
Ten Services shall ****.


 


4. Exclusivity. Customer
agrees that MCI shall be the only provider of the Schedule Ten Services until
****.


 


5. Billing. MCI will
bill Subscribers directly for the Schedule Ten Services, except for the ****
per CPE configuration charge, as set forth below, for which MCI will bill
Customer directly.  MCI will commence
billing Subscribers upon successful completion of a ****.  For Subscribers
upgrading or downgrading an existing connection, the new charges will be
effective on the upgrade or downgrade completion date.  Schedule Ten Services are Enhanced Services.


 


6. MDN / Republisher:  Customer’s Market Data Feeds will be
published across MCI’s Financial Extranet (MFX) using a technique developed by
MCI based, IN PART, on Customer’s design and specification know as
“Republishing”.  ****.


 


 6.1
MCI will own and operate for the term of this Agreement the necessary hardware
and software to support Republishing, inclusive of four **** servers, (two
each), located at Customer’’s Data Centers in Trumbull, CT and Rockville, MD,
in addition to four copies of the Republisher software.  MCI also reserves the right to relocate the
Republisher Systems (**** Servers) now located at Customer’s Data Center in
Rockville, MD to an MCI Point of Presence of its choice for use as network
based back-up Republishers in support of the Customer as well as other MCI
customers requiring MFX IP Multicast services.    Such relocation of the Republisher System will only occur after
Customer’s review of a transition plan to protect Customer from service
interruptions.  If Customer believes
that the relocation poses a major risk to Customer, the parties shall promptly
meet to discuss the plan and address, in good faith, Customer’s issues with the
plan.


 


6.2 Republisher Transition Service:  MCI will assist Customer and HP in the
implementation of a like “Republisher” system to replace that which MCI
operates on behalf of Customer today by participating in related design and
planning sessions coordinated by HP or Customer and as required by providing
the parallel operation of the MCI “Republisher” system beyond 12/31/05 at the
rates specified in this Agreement.


 


6.3 The Customer may also at its own
discretion choose to extend MCI’s operation and maintenance of the MCI “
Republisher “ system on the same terms and conditions on a month to month basis
for up to six months after 12/31/05.


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


102

















 


 6.4 MCI will charge Customer a monthly fee of **** per CPE
configuration at Third Party Subscriber location for such Third Party
Subscriber’s connection that is provided using the MCI Republisher.  “Third Party Subscriber” shall mean a customer
of Customer that does not connect to Customer through MCI or any of its
Affiliates.   On a monthly basis,
Customer shall provide MCI with a list of such Third Party Subscribers.  The **** charge set forth herein shall apply
to the Extranet Minimum.


 


7. MDN - program rates -


 


 Charges


 


7.1. 
Monthly Site Fee:


 


	
  Router
  Size

  	
   

  	
  Description

  	
   

  	
  Monthly Fee

  
	
  Extra Small

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Medium

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Large

  	
   

  	
  ****

  	
   

  	
  ****

  



 


7.2 Monthly Network Access Fees:


 


 per ****                                             ****per
loop in Greater NYC, ****all other (lit or non-lit)


 per ****                                             ****per
loop in Greater NYC, **** all other (lit or non-lit)


 per **** 
                                       ****per
loop in Greater NYC, ****all other (lit or non-lit)


 


“Greater NYC” shall be defined as service
locations that fall within the following area codes: 212, 646, 917, 718, 347,516,
914, 631, 201, 551


 


 
7.3  Network Operations Fee


 


	
  Router Size

  	
   

  	
  Monthly fee

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 












* ****Confidential Treatment has been
requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


103

















 


 7.4
Network Capacity - Fees - charges are fixed per **** and  based on speed chosen.


 


	
  Speed

  	
   

  	
  Monthly Charge, Multicast

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  
	
  ****

  	
   

  	
  ****

  



 


8. Non-Recurring Charges and
Notes – Non-Recurring Charges apply to MDN Services.


 


All intervals are measured in
business days.


 


Each provisioning interval
shall begin upon MCI receipt of a complete and accurate order from
Subscriber.  Longer time periods for any
implementation or change activity may be agreed upon by the parties on an
individual case basis.


 


Customer agrees to use its
reasonable effort to assist MCI in the recovery of MCI equipment from a
Subscriber’s premises in the event the Subscriber disconnects service in
connection with its discontinuance of operations.


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


104

















 


Definitions:


 


FOC – Firm Order Commitment –
the maximum number of business days from the date MCI received Subscriber’s
order for the service until MCI notifies Subscribers of its firm commitment to
all dates involving Subscriber or Corporation premises visits.


 


ICB – To be determined on an
individual case basis.


 


Interval – The number of
business days from the date MCI receives the order from Subscriber within which
the service will be completed.


 


	
  Activity

  	
   

  	
  Interval

  	
   

  	
  FOC

  	
   

  	
  Charge

  	
   

  	
  Comments

  
	
  Site Install Xsmall and Small

  	
   

  	
  **** *

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Site Install Medium and Large

  	
   

  	
  **** *

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Upgrade Xsmall or Small to Medium or Large

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Upgrade Xsmall to Small

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Upgrade Medium to Large

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Internal Move

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  External Move

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  	
   

  	
  Handled as install/disconnect

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change Order

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  *****

  	
   

  	
   

  
	
  Expedite

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  Applies per circuit, expedited delivery is best effort and not
  guaranteed

  
	
  Cancel before CPE install

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
  Applies per circuit and is charged after telco order is placed and
  before dispatch

  
	
  Cancel after CPE install

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Handled as install/disconnect

  
	
  Subscriber not Ready (SNR)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Charged as installed Subscriber after **** of the Subscriber not
  being ready

  



 












*The installation interval is a
monthly average and is calculated exclusive of delays caused by Subscriber
(e.g., failure to extend demarc).


 


9.  
For Service to member firms in Canada, Alaska, Hawaii, and Puerto Rico
subscribers shall pay the applicable rates as  
set forth in  Schedule Ten plus
an additional fee for access to the network based on standard or GSA rates
(“Network Access Rate”).  In addition to
the Network Access Rate, Company will pass through to subscriber, and
subscriber shall be responsible for, any charges (including, without
limitation, installation charges), fees, taxes and terms and conditions of
service imposed by local access/egress service suppliers (e.g., Bell Canada) in
relation to the provision of Services, including, but not limited to, rate
fluctuations  in tariffs, communications charges and access charges that
are imposed or enacted by the local suppliers from time to time.  Subscriber shall be responsible for any
gains or losses associated with fluctuations in the exchange rate and/or timing
of payment where access charges are billed in non-U.S. currency and are to be
paid by subscriber in U.S. Dollars. 
Company shall, for this limited purpose only, act as subscriber’s
representative in procuring, on subscriber’s behalf and at no additional cost
to subscriber for so procuring, the local access/egress services from
suppliers.


 


 


THIS SPACE INTENTIONALLY LEFT BLANK


 


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


105

















 


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


106

















 


SCHEDULE 11
CTCI/FIX/UTP


 


1. Agreement. [The ISN
Agreement, signed by Customer on January 22, 1991 remains in full force and
effect until its expiry on ****. 
Provided that the Customer signs the Amended and Restated GSA by****,
then the rates, charges, and discounts will become effective as of **** and,
MCI will provision the CTCI, FIX, and UTP services to the Customer and
Subscribers under the terms, conditions and rates as detailed below (“Schedule
Eleven Services”).


 


2. Term.  The term of this Schedule Eleven is from
****to ****(“Schedule Eleven Term”).


 


3. Contribution.    Notwithstanding anything otherwise set
forth in the Agreement, invoiced amounts to Customer and Subscribers for the
Schedule Eleven Services shall contribute to Customer’s Extranet Minimum as set
out in Section 5 of the Agreement.


 


4. Exclusivity. Customer
agrees that MCI shall be the only provider of the CTCI Services until ****.


 


5. Description. CTCI / FIX/UTP:  Customer’s CTCI (Computer to Computer
Interface) service is a TCP/IP  based
application which will be transported via MCI’s MFX network as IP traffic  between Customer’s Trumbull, CT Data Center
and a Subscriber of this  service.   FIX (Financial Information Exchange) is
another message format that Customer supports for the exchange of trade
information.  This service will also be
supported across the MFX network as IP traffic in the same manner as CTCI
and  UTP connections (Unlisted Trading
Privilege).  Schedule 11 Services are
Enhanced Services.


 


6. CTCI program rates - description of
service based on current agreement with Customer


 


	
  Type/Speed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Xsmall ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  Small ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


Pricing notes:  Customer will be eligible to order Customer-direct bill FIX
connections at the same rates outlined above. 
Rates will be subject to the MCI Program Document when completed.


 


MCI will bill Customer directly
for CTCI Services and for FIX Services if on a CTCI configuration.  MCI will bill Subscribers directly for other
components of the Schedule Eleven Services.


 


CTCI/FIX –Subscribers who wish
to consolidate FIX on their CTCI connection will be allowed to do so, with the
rates outlined above. The entire connection will be billed to Customer
directly.  Data streams  will remain segregated and be billed
separately.


 


THE BELOW EXAMPLE IS FOR
ILLUSTRATIVE PURPOSES ONLY


 


For example, a customer
choosing to consolidate CTCI and FIX on one connection could be configured and
billed as follows:


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


107

















 


	
  CTCI –****-

  	
   

  	
  ****

  	
   

  	
   

  
	
  FIX –****-

  	
   

  	
  ****

  	
   

  	
   

  
	
  Total Cost:

  	
   

  	
   

  	
   

  	
  ****

  



 


****.


 


7. Canadian
and other Non-US Subscribers. For Service to member
firms in Canada, Alaska, Hawaii, and Puerto Rico Customer shall pay the
applicable rates as   set forth in this
Schedule Eleven plus an additional fee for access to the network based on
standard or GSA rates (“Network Access Rate”). In addition to the Network
Access Rate, Company will pass through to Customer, and Customer shall be
responsible for, any charges (including, without limitation, installation
charges), fees, taxes and terms and conditions of service imposed by local
access/egress service suppliers (e.g., Bell Canada) in relation to the
provision of Services, including, but not limited to, rate fluctuations  in
tariffs, communications charges and access charges that are imposed or enacted
by the local suppliers from time to time. 
Customer shall be responsible for any gains or losses associated with
fluctuations in the exchange rate and/or timing of payment where access charges
are billed in non-U.S. currency and are to be paid by Customer in U.S.
Dollars.  Company shall, for this
limited purpose only, act as Customer’s representative in procuring, on
Customer’s behalf and at no additional cost to Customer for so procuring, the
local access/egress services from suppliers.


 


8. Non-Recurring Charges and
Notes – Non-Recurring Charges apply to CTCI-FIX- UTP Services.


 


All intervals are measured in
business days.


 


Each provisioning interval
shall begin upon MCI receipt of a complete and accurate order from Customer or
Subscriber.  Longer time periods for any
implementation or change activity may be agreed upon by the parties on an
individual case basis.


 


MCI may invoice Customer for CTCI non-recurring charge no earlier than
five (5) days following Installation of the local access circuit.


 


Customer agrees to use its
reasonable effort to assist MCI in the recovery of MCI equipment from a
Subscriber’s premises in the event the Subscriber disconnects service in
connection with its discontinuance of operations.


 


Definitions:


 


FOC – Firm Order Commitment –
the maximum number of business days from the date MCI received Customer or
Subscribers’s order for the service until MCI notifies Customer or Subscriber
of its firm commitment to all dates involving Subscriber or Corporation
premises visits.


 


ICB – To be determined on an
individual case basis.


 


Interval – The number of
business days from the date MCI receives the order from Customer or Subscriber
within which the service will be completed.


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


108

















 


	
  Activity

  	
   

  	
  Interval

  	
   

  	
  FOC

  	
   

  	
  Charge

  	
   

  	
  Comments

  
	
  Site Install

  	
   

  	
  **** *

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal Move

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  External Move

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  	
   

  	
  Handled as install/disconnect

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change Order

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
   

  
	
  Expedite

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  Applies per circuit, expedited delivery is best effort and not
  guaranteed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cancel before CPE install

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
  Applies per circuit and is charged after telco order is placed and
  before dispatch

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cancel after CPE install

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Handled as install/disconnect

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subscriber not Ready (SNR)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Charged as installed Subscriber after **** of the Subscriber not
  being ready  as communicated for CTCI
  orders to Customer in weekly order status reports

  



 












*The installation interval is a
monthly average and is calculated exclusive of delays caused by Subscriber
(e.g., failure to extend demarc).


 


THIS SPACE INTENTIONALLY LEFT BLANK


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


109

















 


SCHEDULE 12
****


 


1. Agreement. ****The
ISN Agreement, signed by Customer on January 22, 1991 remains in full force and
effect until its expiry on****. 
Provided that the Customer signs the Amended and Restated GSA
by****,then the rates, charges, and discounts will become effective as
of****.and, MCI will provision the Managed Host-to-Host services to the
Customer under the terms, conditions and rates as detailed below (“Schedule
Twelve Services”).


 


2. Term and Termination
The term of this Schedule Twelve is from ****to ****(“Schedule Twelve
Term”).  If  Customer terminates a circuit prior to the end of the Schedule
Twelve Term, Customer will pay:  (i) all
accrued but unpaid charges incurred through the date of such termination; (ii)
an amount (which Customer hereby agrees is reasonable) equal to the aggregate
of the monthly recurring charges for each circuit terminated (and a pro rata
portion thereof for any partial month) that would have been applicable for the
remaining unexpired portion of the Schedule Twelve Term  on the date of such
termination.  Such payment shall not be
due if Customer terminates a circuit (i) because of MCI’s breach of the
Agreement, (ii) because of a termination by either party because of a Force
Majeure event as set forth in Force Majeure, Section 23.7, or (iii) as
otherwise permitted in the Agreement.


 


3. Contribution.  Notwithstanding anything otherwise set forth
in the Agreement, invoiced amounts to Customer for the Schedule Twelve Services
shall contribute to Customer’s Extranet Minimum as set out in Section 5 of the
Agreement.


 


4. Description: ****,


 


5. Rates and Charges Applicable to Managed Host-to-Host Bandwidth


 


5.1 Rates
if Customer’s Trumbull facility is lit and Customer pays the one time fee
listed below:


 


One Time
Fee associated of **** for lighting the Customer’s Trumbull, CT facility
payable ****.


 


5.2 The rates below will be applicable starting****.


 


Circuit Charges*


 


	
  Connected Sites

  	
   

  	
  NPA-NXXs

  	
   

  	
  Circuit

  	
   

  	
  Facilities

  	
   

  	
  Monthly

  Recurring Charge

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trumbull, CT and

  	
   

  	
  ****to

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockville, MD

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
   

  
	
  Trumbull, CT and

  	
   

  	
  ****to

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockville, MD

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
   

  



 












*Pricing includes the 
local access circuit on each end.


 


5.3 Rates if Customer’s
Trumbull facility is not lit or if Customer does not pay the one time fee
listed above which will be charged back to****:


 


Circuit Charges*


 


	
  Connected Sites

  	
   

  	
  NPA-NXXs

  	
   

  	
  Circuit

  	
   

  	
  Facilities

  	
   

  	
  Monthly

  Recurring Charge

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trumbull, CT and

  	
   

  	
  ****to ****

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockville, MD

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
   

  
	
  Trumbull, CT and

  	
   

  	
  **** to ****

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockville, MD

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 












*Pricing includes the 
local access circuit on each end.


 


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


110

















 


SCHEDULE 13


****


[*7 pages omitted pursuant to Confidential Treatment request]


 


 












* ****Confidential Treatment
has been requested for the redacted portions. 
The confidential redacted portions have been filed separately with the Securities
and Exchange Commission.


 


111

















 


SCHEDULE 14


 


SIAC Network Connection


 


****


 












* ****Confidential Treatment has been
requested for the redacted portions. 
The confidential redacted portions have been filed separately with the
Securities and Exchange Commission.


 


112