Exhibit 10.19
THIRD AMENDMENT TO
MASTER SERVICES AGREEMENT
This Third Amendment ("Third Amendment") is effective as of the first
day of July, 2000 ("Third Amendment Effective Date") and amends and supplements
that certain Master Services Agreement, as amended (the "Agreement") dated as of
the 9th day of December, 1999, by and between VALOR TELECOMMUNICATIONS
ENTERPRISES, LLC (as successor to Valor TeJecommtmications Southwest, LLC,
successor to dba Communications LLC) ("Client") and ALLTEL INFORMATION SERVICES,
INC. ("ALLTEL").
WITNESSETH:
WHEREAS, Client desires to obtain additional services from ALLTEL and
ALLTEL is willing to provide such services pursuant to the terms and conditions
contained herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the parties agree as follows:
1. The following ALLTEL Software shall be added to Exhibit H of the
Agreement:
Wireline Billing PASP Reads 9201 Toll Records; Creates
9299 Summary Records"
2. The following ALLTEL-Provided Third Party Software shall be added to
Exhibit I of the Agreement:
Wireline
Operation Connect-Direct Internal File Transfer Sterling Software"
3. The following new Section 5 shall be added to Exhibit A to the
Agreement:
"5. PASP SERVICES. ALL TEL shall use the PASP application
(identified as ALLTEL Software in Exhibit H) to create "type
9299" summary records for Client's Access Lines located in
Oklahoma and Texas ("PASP Services"). The PASP application is
an AS/400 based wireline clearinghouse-Hke application that
reads "type 9201" records from ALLTEL's Customer Account
Management System (CAMS) and creates "type 9299" summary
records. Type 9201 records are toll detail records containing
among other information, originating NPA-NXX, tenninating
NPA-NXX, and call duration. By processing these 9201 toll
detail records through the PASP application and referencing a
number of tables, PASP creates 9299 summary records. These
9299 summary records contain an originating NPA-NXX, and
originating CLLI code, a terminating NPA-NXX, a
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tenninating CLLI code and up to eight (8) transiting NECA
codes. These NECA codes identify ownership based upon call
paths and distribute that information to each owner. This will
provide Client the ability to xxxx other telcos based upon the
amount of time Client carried such other telcos' toll calls."
4. The following new Section 2.5 shall be added to Exhibit E to the
Agreement
"2 5 FEES FOR PASP SERVICES. Commencing August 1, 2000, Client
shall pay the following Service Fees for PASP Services:
Monthly Service Fees $[*****]
The Service Fees for PASP Services are based upon processing
for the number of Client Access Lines in Texas and Oklahoma as
of the Managed Operations Conunencemcnt Date (approximately
440,000 Access Lines). Should Client acquire additional
properties with PASP processing requirements or should the
number of Access Lines in Texas and Oklahoma with PASP
processing requirements exceed 500,000 Access Lines, ALLTEL
reserves the right to increase the monthly Service Fees for
PASP Services in proportion to the increase in the number of
Access Lines with PASP processing requirements.
In connection with the PASP Services, Client shall pay
Pass-Through Expenses for the initial purchase of tape
inventory and monthly shipping costs."
5. Section 8 of Exhibit E to the Agreement shall be amended as follows
(with strikethroughs indicating deletions and double underlining
indicating additions):
"8. COST OF LIVING ADJUSTMENT ("COLA"). The Service Fees set forth
in Section 2.1 for Access Line Charges (excluding that
component which is attributable to equipment), in Section 2.4
for Additional Network Charges (excluding the monthly charges
for Transport Services), in Section 2.5 for PASP Services, in
Section 5 for Application Support and Development Variable
Staff and in Section 6 for Output Processing Services may be
increased (but not decreased) for COLA during the Term
(including the transition period), in the amounts and on the
dates specified in the applicable sections below."
6. The following new Section 8.7 shall be added to Exhibit E to the
Agreement:
"8.7 COLA ON PASP SERVICES.
(a) INDEX. The parties agree to use the CPI-U for
purposes of determining the annual COLA adjustment
for Service Fees for PASP Services set forth in
Section 2.5. The base year index for CPI-U for
calculating COLA on the Service Fees for PASP
Services shall be the respective index on October 31,
2000 ("PASP Base Year Index").
(b) CALCULATION. Beginning January 1, 2002, ALLTEL will
calculate and begin invoicing Client for the COLA
increases on the Service Fees for
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PASP Services. The increase for COLA in a given year
will be onehundred percent (100%) of the increase in
the CPI-U calculated on the increase from the PASP
Base Year Index through the October 31 previous to
the January of the calculation:
7. All capitalized terms not otherwise defined in this Third Amendment
shall have the same meaning set forth in the Agreement.
8. Except as herein expressly amended, the Agreement as previously amended
is ratified, confirmed and remains in full force and effect.
9. All references to the Agreement shall mean as such Agreement is amended
hereby and as may in the future be amended, restated, supplemented or
modified from time to time.
10. This Third Amendment may be executed by the parties hereto individually
or in combination, in one or more counterparts, each of which shall be
an original and all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as
of the Third Amendment Effective Date by their duly authorized representatives.
ALLTEL INFORMATION SERVICES, INC. VALOR TELECOMMUNICATIONS
ENTERPRISES, LLC
By: Unsigned By: /s/ Xxxxxxx X. Xxxx
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Name: Name: /s/ Xxxxxxx X. Xxxx
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Title: Title: /s/ President
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