XXXXXX
FIBER December 16, 1993
COMPANY
Xx. Xxxxx Xxxxxxx, President
NTS COMMUNICATIONS, INC.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
RE: Agreement for DS-3 Service
Dear Xxxxx:
Thank you for your letter and proposal of December 6, 1993. We have reviewed
the same and the following are the terms we propose that DS-3 service be
provided between our respective companies. NTS Communications, Inc. ("NTS")
shall be allowed to purchase digital telecommunications service on Xxxxxx Fiber
Company's ("Xxxxxx") facilities under the terms and conditions set forth herein.
This document shall serve as the definitive agreement between NTS and Xxxxxx
concerning service on Xxxxxx'x facilities.
1. SERVICE. Xxxxxx agrees to install, test and maintain, and NTS agrees
to purchase, DS-3 digital telecommunications service on Xxxxxx'x facilities.
Such service shall be provided on an "as needed" basis for the term set forth on
the relevant Purchase Order initiating the particular service in question.
2. RATES. Xxxxxx shall provide DS-3 digital telecommunication service to
NTS at the following monthly V&H DS-O rate scenario:
Xxxxxx shall sell DS-3 service to NTS at $0.045 for any DS-3 service which
NTS sells or trades to MCI and at $0.05 for all other DS-3 service pur
chased by NTS. In order to recover its marketing and monitoring costs, NTS
shall receive, on a monthly basis, ten percent (10%) of the gross revenue
accruing to Xxxxxx utilizing the above rates. Under this scenario, DS-3
service shall encompass all circuits between Oklahoma City, Oklahoma and
the following NTS network cities: Albuquerque, Amarillo,
Colorado Springs, El Paso, Kansas City, Lubbock, Midland, Topeka and
Wichita.
It is further agreed that Xxxxxx and NTS shall, in good faith, enter
negotiations to adjust the percentage of the gross revenue that NTS
receives for marketing and monitoring; it is further agreed that in the
event that a written amendment agreeing to adjust the percentage is not
achieved between the parties by June 1, 1994, that the rate for any and all
DS-3 service purchased by NTS for itself shall be at $0.064 effective that
date.
3. TERM. This Agreement shall become effective upon execution by both
parties and shall continue on a month-to-month basis terminable by either party
with not less than thirty (30) days prior written notice to the other party.
Notwithstanding any termination of this Agreement, the term for any given DS-3
service purchased hereunder shall be as stated on the Purchase Order initiating
the service. NTS reserves the right to order DS-3 service under this Agreement
for the following terms; one (1) month; one 11) year; and such other term as the
parties may mutually agree in writing when the service is ordered.
4. PAYMENT TERMS. For all service purchased hereunder, Xxxxxx agrees to
provide monthly invoices to NTS in advance of the month in which the service is
to be provided. NTS shall remit payment to Xxxxxx on or before the expiration
of the tenth (10th) day of the month immediately following the month in which
the service is rendered. With regard to any invoice amount, the validity of
which is in good faith disputed by NTS, Xxxxxx and NTS agree to negotiate a
settlement as expeditiously as possible and to accomplish a "true-up" of the
account immediately following such settlement.
5. SERVICE STANDARDS/OUTAGES. Xxxxxx shall provide all service purchased
hereunder in accordance with generally accepted industry standards. NTS shall
receive a credit on service outages at the rate of 1/1440 of the monthly
recurring charges applicable to a particular circuit for each one-half (1/2)
hour, or major fraction thereof, in excess of the first one-half (1/2) hour when
the service is not operational in accordance with generally accepted industry
standards.
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6. EXISTING SERVICE. The parties agree, that effective on the date this
Agreement is executed by both parties, all existing DS-3 service being purchased
from Xxxxxx by NTS shall become subject to this Agreement, and the parties agree
to execute such new purchase orders as may be necessary to memorialize this
fact.
It is further agreed that NTS shall not be paid any fee in the future as
contemplated by paragraph 2. RATES above for marketing and monitoring costs for
DS-3 service that is presently being purchased from Xxxxxx by NTS on the date
that this Agreement is entered, and any future DS-3 service purchased by NTS for
its own use.
7. MONITORING. In the event this Agreement should for any reason be
terminated, at the request of Xxxxxx in writing, NTS agrees to continue
monitoring Xxxxxx'x XX-3 facilities between Oklahoma and Amarillo, Texas at
the rate of S.003 per V&H DS-O mile per month.
8. SOLE AGREEMENT. This Agreement constitutes the sole agreement between
the parties concerning the subject matter hereof, and ali prior agreements,
whether verbal or written, or rescinded.
9. ADDITIONAL TERMS. The parties understand that this Agreement does not
encompass all issues which may arise between them concerning the subject matter
hereof. As such, each agrees to negotiate in good faith such additional issues
as may from time to time arise.
If the above proposal is acceptable to your Company, please signify your
approval by signing in the space provided, and return one original copy to me
for our files.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman/CEO
RLD/pf
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AGREED:
NTS Communications, Inc.
By: /s/ Xxxxx Xxxxxxx
--------------------------
Name: Xxxxx Xxxxxxx
------------------------
Title: President
-----------------------
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ADDENDUM TO AGREEMENT FOR DS-3 SERVICE
BE IT REMEMBERED THAT on December 16, 1993, Xxxxxx Fiber Company ("Xxxxxx")
and NTS Communications, Inc. ("NTS") entered into an Agreement For DS-3 Service.
By mutual agreement, Xxxxxx and NTS modify the said Agreement For DS-3
Service by the following terms and conditions as set out in this Addendum:
1. This Addendum and its terms are effective June 1, 1994.
2. The provision at Paragraph 2 of the December 16, 1993, Agreement For
DS-3 Service is deleted and replaced with the following provision:
Xxxxxx shall provide DS-3 digital telecommunication service to NTS on
Xxxxxx'x Fiber Optic network at the following monthly V&H DS-O rate
scenario:
- Minimum of $0.045 for any DS-3 service;
- NTS may sell DS-3 service at a higher rate within its
discretion;
- All revenue generated at whatever rate from the sale or
trade of DS-3 service is gross revenue and is the revenue
of Xxxxxx;
- NTS shall receive and Xxxxxx agrees to pay to NTS, on a
monthly basis, seven percent (7%) of the gross revenue
generated; and
- NTS agrees to market and monitor Xxxxxx'x XX-3 digital
telecommunication service for the consideration set out
above.
Under this scenario, DS-3 service shall encompass all circuits between
Oklahoma City, Oklahoma and the following NTS network cities: Albuquerque,
Amarillo, Colorado Springs, El Paso, Kansas City, Lubbock, Midland, Topeka and
Wichita.
In the event that Xxxxxx pays to NTS the sum of $21,000.00 under the above
referenced terms during any calendar month, it is agreed that Xxxxxx and NTS
shall, in good faith, enter negotiations to adjust the revenue that each party
shall receive from NTS's sale of DS-3 service on Xxxxxx'x network, but in no
event shall said adjusted revenue payment by Xxxxxx to NTS exceed the seven
percent (7%) stated above.
In the event that NTS's customer should, due to DS-3 malfunction that is
the fault of Xxxxxx, fail or refuse to remit to NTS the rentals for any given
DS-3 service, then NTS shall, upon ten (10) days advance written notice to
Xxxxxx, be allowed to disconnect the DS-3 service in question without penalty or
further liability for any rentals (gross revenue) which would have normally
accrued on dates subsequent to the requested disconnection date of said service.
3. It is specifically acknowledged between Xxxxxx and NTS that all other
provisions of the Agreement For DS-3 Service dated December 16, 1993,
remains in full force and effect except as modified herein.
This Addendum is entered on this 1st day of June, 1994, at Oklahoma City,
Oklahoma.
XXXXXX FIBER COMPANY
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title:
--------------------
NTS COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
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