Exhibit 10.12
MCI WORLDCOM NETWORK SERVICES, INC.
Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.
AMENDMENT NO. 7
This Amendment No. 7 (the "AMENDMENT NO. 7") is made this 8th day of
May, 2003, by and between Valor Telecommunications Enterprises, L.L.C.
("CUSTOMER") and MCI WORLDCOM Network Services, Inc. ("MCI"), to those certain
Program Enrollment Terms (the "PET"), to that certain Telecommunications
Services Agreement more particularly described as TSA # VTE - 001019 (the
"TSA"), made by and between Customer and MCI dated September 30, 2000, including
all prior applicable amendments thereto (the "PRIOR AMENDMENTS"). In the event
of any conflict between the terms of the TSA, the PET, any Prior Amendment or
any applicable Attachment and the terms of this Amendment No. 7, the terms of
this Amendment No. 7 shall control. The TSA along with the PET, the Prior
Amendments, all applicable Attachment(s), and this Amendment No. 7 shall
collectively be referred to as the "AGREEMENT". Capitalized terms not defined
herein shall have the meaning ascribed to them in other documents referenced
herein. All references to "MCI WorldCom" in the Agreement including any
attachments, schedules or exhibits thereto, will be deemed to refer to "MCI".
This Amendment No. 7 does not constitute the assumption of the Agreement as that
term is used under applicable bankruptcy law.
In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. SPECIAL RATES:
(A) Notwithstanding anything to the contrary contained in the
Agreement or the Attachment for CLASSIC SWITCHLESS/END USER
DEDICATED Services, commencing within ten (10) business days
following the date this Amendment No. 7 has been fully
executed by both parties and delivered to Customer, Customer's
rates for CLASSIC SWITCHLESS 1+ Service will be the respective
rates set forth below. All other rates will be as set forth in
the Agreement or the Attachment for CLASSIC SWITCHLESS/END
USER DEDICATED Services.
(i) CLASSIC SWITCHLESS 1+ Service - Customer's special
INTERNATIONAL rates for calls to the following countr(ies) will be the
respective rates per minute set forth on Exhibit No. 1 attached hereto.
[NOTE: INTERNATIONAL RATES ARE FOR LANDLINE CALLS ONLY, UNLESS
SPECIFICALLY PROVIDED OTHERWISE.]
(B) Notwithstanding anything to the contrary contained in the TSA,
MCI reserves the right to modify the rates described in
Subsection (A) above (which charge modifications shall not
exceed then-current generally available MCI charges for
comparable services), upon not less than seven (7) calendar
days' prior notice to Customer (facsimile being acceptable),
which notice will state the effective date for the charge
modification.
Page 1 of 2
CONFIDENTIAL
2. OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the Agreement will remain in full
force and effect throughout the Service Term and any extensions
thereof.
IN WITNESS WHEREOF, the parties have entered into this Amendment No. 7
on the date first written above.
VALOR TELECOMMUNICATIONS MCI WORLDCOM NETWORK
ENTERPRISES, L.L.C. SERVICES, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Xxxx Xxxxxxx Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
(Print Name) (Print Name)
President and Chief Operating Officer Vice President, UUNET Wholesale Network
Services
------------------------------------- ----------------------------------------
(Title) (Title)
5/8/03 5/14/03
--------------------------------- ------------------------------------
(Date) (Date)
Attachment:
Exhibit No. 1 - Special Rates
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CONFIDENTIAL
EXHIBIT 1
CLASSIC INTERNATIONAL
COUNTRY SWITCHLESS 1+
---------------------- -------------
Argentina [*****]
Argentina Buenos Aires [*****]
Argentina Cordoba [*****]
Argentina Xxxxxxx [*****]
Argentina Mobile [*****]
Argentina Xxxxxxx [*****]
Belize [*****]
Bolivia [*****]
Bolivia Cochambamba [*****]
Bolivia La Paz [*****]
Bolivia Mobile [*****]
Bolivia Santa Xxxx [*****]
Brazil [*****]
Brazil Belem [*****]
Brazil Belo Horizonte [*****]
Brazil Brasilia [*****]
Brazil Campinas [*****]
Brazil Curitibia [*****]
Brazil Florianopolis [*****]
Brazil Fortaleza [*****]
Brazil Goiania [*****]
Brazil Manaus [*****]
Brazil Mobile [*****]
Brazil Porto Alegre [*****]
Brazil Recife [*****]
Brazil Rio de Janeiro [*****]
Brazil Salvador [*****]
Brazil Sao Paulo [*****]
Brazil Vitoria [*****]
Chile [*****]
Chile Mobile [*****]
Columbia [*****]
Columbia Barranquilla [*****]
Columbia Bogota [*****]
Colombia Cali [*****]
Colombia Medellin [*****]
Colombia Mobile [*****]
Costa Rica [*****]
Costa Rica Mobile [*****]
El Salvador [*****]
El Salvador Mobile [*****]
Valor Amd 7 Exhibit 1
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EXHIBIT 1
CLASSIC INTERNATIONAL
COUNTRY SWITCHLESS 1+
---------------------- -------------
Grenada [*****]
Honduras [*****]
Nicaragua [*****]
Nicaragua Mobile [*****]
Panama [*****]
Panama Mobile [*****]
Paraguay [*****]
Paraguay Mobile [*****]
Peru [*****]
Peru Lima [*****]
Peru Mobile [*****]
Uruguay [*****]
Uruguay Mobile [*****]
Venezuela [*****]
Venezuela Caracas [*****]
Venezuela Maracaibo [*****]
Venezuela Mobile [*****]
Venezuela Valencia [*****]
Valor Amd 7 Exhibit 1
Page 2 of 2
