RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT COMMUNICATIONS COMPANY L.P. ("Sprint"), and GCI COMMUNICATIONS, INC. ("Customer"). Sprint and Customer are "Parties" hereto. In consideration of the mutual promises contained herein, the Parties agree as follows: 1. DEFINITIONS. Capitalized terms appearing in bold print are defined in Exhibit 1. 2. CONFIDENTIALITY. During the Term and thereafter, neither Party shall disclose any terms of this Agreement, including pricing, or Proprietary Information of the other Party. Proprietary Information shall remain the property of the disclosing Party. A Party receiving Proprietary Information shall: (i) use or reproduce such information only when necessary to perform this Agreement; (ii) provide at least the same care to avoid disclosure or unauthorized use of such information as it provides to protect its own Proprietary Information; (iii) limit access to such information to its employees or agents who need such information to perform this Agreement; and (iv) return or destroy all such information, including copies, after the need for it has expired, upon request of the disclosing Party, or upon termination of this Agreement. Because of the unique nature of Proprietary Information, a breach of this paragraph may cause irreparable harm for which monetary damages may be inadequate compensation. Accordingly, in addition to other available remedies, a Party may seek injunctive relief to enforce this paragraph. 3. TERM. If this Agreement is executed by Sprint prior to the first day of the month, then the Term shall commence on the first day of the following month; otherwise, the Term shall commence on the first day of the second month following the month in which it is executed by Sprint. The Term will continue after commencement for the period specified in Attachment A. 4. TERMINATION FOR CAUSE. 4.1. A Party may terminate this Agreement upon the other Party's failure to cure any of the following within 30 days following written notice thereof; (a) the (i) insolvency, corporate reorganization, arrangement with creditors, receivership or dissolution of the other Party; or (ii) institution of bankruptcy proceedings by or against the other Party; (b) assignment or attempted assignment of the Agreement or any interest therein, except as permitted by Paragraph 24 hereof; (c) change in control of the defaulting Party without the other Party's prior written consent, which consent shall not be unreasonably withheld; (d) a final order by a government entity with appropriate jurisdiction that a Service or the relationship hereunder is contrary to law or regulation; or (e) breach of any provision herein not otherwise referred to in Paragraph 4. 4.2. Sprint may terminate this Agreement immediately and without notice if Customer fails to cure a breach as provided in Paragraph 8 or breaches a provision of Paragraph 17 or 18. 4.3. Customer may terminate the Agreement upon 30 days written notice if special rate adjustments exceed the maximum provided in Paragraph 16. 4.4. Upon termination of this Agreement a Party may recover from the other all sums it is owed at the time of termination. 5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE. 5.1. Customer may terminate this Agreement at any time without cause upon 90 days prior written notice to Sprint and payment to Sprint of the Early Termination Charge in Subparagraph 5.2. Service will be discontinued the first business day of the fourth month after such notice of termination. 5.2. Carrier Transport Base Rates and Promotional Discounts are based on Customer's agreement to purchase Service for the entire Term. It is difficult if not impossible to calculate Sprint's loss if Customer terminates the Agreement pursuant to Subparagraph 5.1 prior to the end of the Term. Therefore, to compensate Sprint for such loss, and not as a penalty, Customer shall pay Sprint an Early Termination Charge in the event of such termination. The Early Termination Charge shall equal 50% of the sum of the Minimum Commitment for each month remaining in the Term when Service is discontinued pursuant to Subparagraph 5.1. The Early Termination Charge shall be paid within 30 days after the notice provided pursuant to Subparagraph 5.1. 6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT. 6.1. Interstate and international Service shall be provided pursuant to Tariff as supplemented by this Agreement. In the event of a conflict between this Agreement and any Tariff, the Tariff shall control. 6.2. Intrastate Service is provided pursuant to Tariff in every respect. Promotional Discounts will not apply to intrastate Service. An Interstate Adjustment may be applied based on intrastate usage as provided in Attachment D. The Interstate Adjustment shall be based on intrastate usage at the Product Hierarchy Level and will equal the difference between (a) such usage priced at Tariff less Tariff discounts and (b) such usage priced at the Interstate Adjustment Rate in Attachment D less Discount One discounts. The Interstate Adjustment for a given month shall not exceed interstate billing for such month. -2- 6.3. Customer shall pay all Tariff charges including, without limitation, fixed charges, feature charges, enhanced 800 charges, access facility charges, installation and other non-recurring charges. 6.4. Sprint may modify or withdraw Tariffs from time to time, which may include discontinuation of any Service without Sprint's liability. 7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of Service creates a joint venture, partnership or agency between Sprint and Customer. Customer is the service provider with respect to End Users. Sprint is merely a supplier to Customer with no relationship to End Users. 8. USE OF NAME AND MARKS. This Agreement confers no right to use the name, service marks, trademarks, copyrights, patents or CIC of either Party except as expressly provided herein. Neither Party shall take any action which would compromise the registered copyrights or service marks of the other. Sprint's name is proprietary and nothing herein constitutes a general license authorizing its use. Customer may not: (a) promote or advertise Sprint's name or capabilities to End Users or prospective End Users; (b) attempt to sell its service using Sprint's name; or (c) represent to End Users or prospective End Users that they would be Sprint customers or that they may obtain Sprint service from Customer. Sprint shall provide Customer written notice of a breach of this paragraph. Customer shall use its best efforts to immediately cure such breach, advising Sprint of its actions. If, in Sprint's opinion, Customer fails to effect a cure within 30 days of Sprint's notice, then Sprint may, at its option, terminate the Agreement pursuant to Subparagraph 4.2. Sprint's provision of Network Extension Service may result in End Users being notified by their LEC that Sprint is their designated PIC. Therefore, to avoid confusion and potential "slamming" complaints, Sprint hereby authorizes Customer to use Sprint's name under the following conditions to provide End Users from whom Customer has obtained a PIC Authorization with a fulfillment piece containing the following Notice (the "Notice"): We want to affirm how _____ will provide your long distance service. Although _____ will provide your invoice and customer service, we use major national carriers to actually carry your long distance calls. After subscribing to our service, you may receive a notice from your local phone company which says that your long distance "Carrier of Choice" is Sprint. _____ has selected Sprint as the long distance network provider it will use to handle your calls. That selection was -3- based on your quality and price requirements. If you have any questions about your order, please call our toll free customer service number, 1-800-___-____. If Customer subscribes to Sprint Express, calls placed by End Users to the Sprint ITFS number will be answered "Sprint operator." This may cause confusion if the End User does not know its calls are being carried on the Sprint network. Therefore, to avoid such confusion, Sprint hereby authorizes Customer to provide End Users who use Sprint Express with a fulfillment piece containing the following notice (the "Sprint Express Notice"): "International call origination may be provided by a Sprint operator." Sprint may withdraw consent to use the Sprint Express Notice upon 10 days written notice. Customer shall obtain Sprint's prior written approval of any fulfillment piece in which the Notice or the Sprint Express Notice will appear. 9. SERVICE. Services provided hereunder are described in Exhibit 2. 10. LEGAL COMPLIANCE; REMEDIES FOR NON-COMPLIANCE. 10.1. Customer represents and warrants that (a) it has obtained all licenses and regulatory authority necessary to operate as contemplated herein and (b) it will not submit an End User ANI for activation without obtaining and maintaining a proper PIC Authorization. 10.2. If, in Sprint's opinion, Customer breaches this paragraph, Sprint may (a) terminate this Agreement pursuant to Subparagraph 4.1(e), (b) reject End User ANIs submitted by Customer for placement under its account, and/or (c) discontinue Promotional Discounts. If Sprint elects option (b) or (c), it will resume accepting ANIs and/or reinstate Promotional Discounts only after Customer produces evidence satisfactory to Sprint that it has cured its breach. 11. CUSTOMER RESPONSIBILITIES. 11.1. Customer shall not be relieved of any obligation hereunder by virtue of the fact that Service is ultimately used by End Users. 11.2. Customer shall produce for Sprint's inspection, at Customer's expense, any PIC Authorization within 48 hours after Sprint's oral or written request, or within any shorter period required by a LEC or regulatory agency. If Customer fails to comply with this subparagraph then Sprint may (a) discontinue Promotional Discounts and/or (b) refuse to activate additional ANIs under Customer's account. -4- 11.3. Customer shall reimburse Sprint for any charge assessed by a LEC for processing a PIC request initiated by Customer and pay Sprint a PIC Assessment Fee equal to 25% of such charge. 11.4. Customer shall be solely responsible for End User solicitation, service requests, creditworthiness, customer service, billing and collection. 11.5. Customer shall be financially liable for usage generated by each End User ANI activated by Sprint until such ANI is presubscribed to another IXC. Customer may request Sprint to block Network Extension Service to an ANI upon the End User's failure to pay Customer, subject to Customer's prior certification to Sprint that it has given the End User any notice required by law. Customer shall reimburse Sprint for expenses incurred to block an ANI. 11.6. Customer shall be solely liable for amounts it cannot collect from End Users, and billing adjustments it grants End Users, including adjustments for fraudulent charges, directory assistance or any other form of credit. 11.7. Customer shall comply with Sprint's network interface procedures when it orders its own access facilities. 12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide switched Service within 15 days, and dedicated Service within 30 days, following Customer's order, or the requested delivery date, whichever is later. These deadlines will be extended by the time it takes to address activation errors or obtain from Customer a complete and accurate order or PIC Authorization. Customer shall reimburse Sprint for LEC imposed fees resulting from a request to expedite Service. 13. PRICING; FORWARD PRICING; GENERAL CONDITIONS. 13.1. PRICING. Resale Solutions Base Rates and Promotional Discounts are contained in the Attachments hereto. 13.2. PRICES IN LIEU OF OTHER DISCOUNTS. Resale Solutions Base Rates and Promotional Discounts are extended in lieu of any other Tariff or contractual discount, special pricing, or discount term plan. Discounts upon discounts are only permitted if expressly provided for herein. 13.3. PRICES CONTINGENT ON PERFORMANCE. Resale Solutions Base Rates and Promotional Discounts are contingent on Customer's full performance of all terms of the Agreement. -5- If Customer fails to pay the undisputed portion of an invoice pursuant to Paragraph 17, all Service for which payment is past due may, at Sprint's option, be priced at Resale Solutions Base Rates. 13.4. PER MINUTE CHARGES. Resale Solutions Base Rates are invoiced based on Per Minute Charges utilizing the Rate Periods and Billing Increments in Attachment B. 13.5. SWITCHED ORIGINATION; TERMINATION AND 800 ORIGINATION CHARGES. Customer shall pay the charges specified in Attachment B for each originating minute and each terminating minute of an interstate call that originates and/or terminates in a Non-Bell Service Area. 13.6. PROMOTIONAL PRICING LEVELS. Customer will receive Discount One and Discount Two discounts applied only to Rate Elements as provided in Attachments C and D. 13.7. FORWARD PRICING. As a transition to the pricing hereunder, Discount Two discounts may be based for a period of time on the greater of Customer's actual Discount Two Monthly Volume of Service or a specified Forward Pricing Volume of Service. The Forward Pricing Volume of Service and the period during which it may be applied are specified in Attachment A. 13.8. PRICING CONTINGENT ON PRIMARY CARRIER STATUS. Pricing hereunder is contingent on Customer utilizing Sprint as its Primary Carrier for the Primary Carrier Services listed in Attachment A. If 800 Service is a Primary Carrier Service then Customer shall (a) designate Sprint as its Primary Carrier in the 800 Service Management System database for all interstate 800 traffic that is not originated directly by Customer and (b) maintain access facilities sufficient to send at least 99% of its traffic to Sprint with no more than 2% blockage during the peak busy hour of Customer's average business day. If Resale Connect One Plus is a Primary Carrier Service then 90% of all End User ANIs under Customer's control shall be PICed to Sprint during the Term. If Resale Direct Extension is a Primary Carrier Service then 90% of all Dedicated Access End Users under Customer's control shall be placed on the Sprint network during the Term. If Resale Direct is a Primary Carrier Service then Customer shall maintain access facilities sufficient to send to Sprint at least 99% of the traffic Customer does not terminate itself. Customer shall produce, within 30 days following Sprint's request, evidence acceptable to Sprint that it is in compliance with this subparagraph. Failure to maintain Sprint as Primary Carrier -6- on any Primary Carrier Service will result in Service being provided hereunder at Carrier Transport Base Rates for the remainder of the Term. Customer may select a temporary back-up carrier for any period during which it is affected by a Sprint network outage. 14. SURCHARGES. 14.1. MINIMUM COMMITMENT SURCHARGE. Any month Customer fails to meet the Minimum Commitment stated on Attachment A, Customer shall pay a surcharge for Service provided during such month equal to 25% of the difference between the Minimum Commitment and Customer's Net Usage. The Minimum Commitment shall not relieve Customer of any credit or security obligation hereunder. 14.2. LEC CAP SURCHARGE. Any month Customer exceeds the Maximum Non-Bell Traffic Percentage specified in Attachment B for any Service type, Customer shall pay Sprint the per minute surcharge for such Service specified in Attachment B for each minute above the Maximum Non-Bell Traffic Percentage that originates from or terminates to a Non-Bell Service Area. Maximum Non-Bell Traffic Percentages will be calculated independently for originating and terminating minutes at each Product Hierarchy Level. 14.3. MINIMUM AVERAGE TIME REQUIREMENT SURCHARGE. Any month Customer fails to equal or exceed the Minimum Average Time Requirement specified in Attachment B for Services specified in Attachment B, then Customer shall pay Sprint a per minute surcharge on such usage equal to (a) the per minute surcharge specified in Attachment B multiplied by (b) the difference between (i) the number of minutes the Service was used and (ii) the number of calls using the Service multiplied by the Minimum Average Time Requirement. This surcharge shall be calculated at each Product Hierarchy Level. 14.4. NONCOMPLETE CALL SURCHARGE. Any month Customer exceeds the Maximum Noncomplete 800 Call Percentage for interstate Resale Direct Toll Free, Resale Direct Toll Free Extension, and/or interstate Resale Connect Toll Free traffic as stated on Attachment B, Customer shall pay Sprint a surcharge equal to the amount stated in Attachment B for each Noncomplete 800 Call in excess of the Maximum Noncomplete 800 Call Percentage. This surcharge shall be calculated at each Product Hierarchy Level. 14.5. MINIMUM PORT USAGE SURCHARGE. Any month Customer fails to equal or exceed the Minimum Port Usage per Active Resale DirectPort as stated on Attachment A, Customer shall pay Sprint a surcharge on its Ultra WATS usage equal to the difference between (a) Customer's actual Net Usage for Resale Direct Service and (b) the Minimum Port Usage multiplied by the total -7- number of Active Resale Direct Ports. This surcharge shall be calculated at each Product Hierarchy Level. 15. SERVICE CHARGES. Customer shall pay Sprint a $25 service charge for each End User ANI or 800 number Customer submits for activation (a) that Sprint determines lacks a proper PIC Authorization or (b) that requires Sprint to disconnect or transfer such ANI or 800 number from Sprint's data base before placing it within Customer's CTIS hierarchy. However, the service charge provided for in 15(b) will be waived if such End User ANIs, or 800 numbers, do not exceed 15% of the total ANIs, or 800 numbers, submitted by Customer during the previous 90 days. 16. SPECIAL RATE ADJUSTMENTS. 16.1. Sprint may, after 60 days notice to Customer, adjust the price of Service provided hereunder to reflect (a) changes in the average per-minute rate of interstate LEC access charges imposed on Sprint and/or (b) changes in international net settlements or currency exchange rates. 16.2. If during any period of 12 consecutive months the adjustments to a rate provided for herein exceed five percent of such rate, then Customer may terminate the Agreement pursuant to Subparagraph 4.3. 17. PAYMENT FOR SERVICE. 17.1. PAYMENT OBLIGATION. Customer shall pay Sprint for Service pursuant to the terms of this Agreement and applicable Tariffs. 17.2. CALL DETAIL. Sprint will provide Customer with a call detail media containing Customer's Service usage. Sprint may, at its option, and without liability to Customer, modify the format of the call detail media following 30 days written notice to Customer. 17.3. PAYMENT PROCEDURE. Sprint will invoice Customer monthly for Service provided hereunder. Invoices shall be due and payable upon receipt. Undisputed charges for Service that are not paid within 30 days after Customer's receipt of the invoice shall be past due. Interest will be charged on past due amounts beginning the 31st day following Customer's receipt of the invoice at a rate equal to the lesser of 18% per annum or the maximum rate allowed by law. The price of Service is exclusive of applicable taxes. Resale Solutions Base Rates and Promotional Discounts are contingent on Customer providing Sprint with certificates from -8- appropriate taxing authorities exempting Customer from taxes that would otherwise be invoiced hereunder. 17.4. BILLING DISPUTES. If Customer in good faith disputes any invoiced amount it shall submit to Sprint, within 30 days following receipt of the invoice for payment of the undisputed portion of the invoice and written documentation identifying and substantiating the disputed amount. If the Parties, in good faith, cannot resolve the dispute within a reasonable period of time, then the dispute shall be settled by arbitration pursuant to Paragraph 22. 18. PAYMENT SECURITY. Provision of Service is contingent on credit approval by Sprint. Upon request by Sprint, Customer shall provide Sprint with financial statements, or other indications of Customer's financial circumstances. If Customer's financial circumstances or payment history is or becomes unacceptable to Sprint, then Sprint may require a deposit, irrevocable letter of credit or other form of security acceptable to Sprint. Customer's failure to provide such security within 20 days following Sprint's request shall constitute a default under Subparagraph 4.2. 19. INDEMNIFICATION. Each Party (as "indemnitor") shall indemnify, defend and hold harmless the other Party (as "Indemnitee") from and against any and all liabilities, costs, damages, fines, assessments, penalties and expenses (including reasonable attorneys' fees) resulting from (a) breach of any provision in this Agreement by Indemnitor, its employees or agents, or (b) any misrepresentation or illegal act of Indemnitor, its employees or agents, arising out of the Indemnitor's performance hereunder. Customer shall indemnify, defend and hold Sprint harmless from and against any and all liabilities, costs and damages (including reasonable attorneys' fees) resulting from any claim arising out of: (i) use of Service by Customer to extend its service to End Users; (ii) use of Service by Customer or End Users; (iii) libel, slander, or patent or trademark infringement arising from the combination or use of Service with Customer provided service or facilities; or (iv) Customer's marketing, advertising, sales or promotional activities. 20. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF CUSTOMERS OR GOODWILL ARISING FROM THE RELATIONSHIP OR CONDUCT OF BUSINESS HEREUNDER. 21. WARRANTIES. WARRANTIES AND REMEDIES SET FORTH IN THE AGREEMENT AND SPRINT'S TARIFFS ARE THE ONLY WARRANTIES AND REMEDIES WITH RESPECT TO THE SERVICE, AND ARE IN LIEU OF ANY OTHER WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 22. ARBITRATION. Any dispute arising out of or relating to the Agreement will be finally settled by arbitration in accordance with the rules of the American Arbitration Association. -9- The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. Sec. 1, et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court with jurisdiction. The arbitration will be held in the Kansas City, MO metropolitan area. 23. NOTICES. Notices, requests or other communications (excluding invoices) hereunder shall be in writing and sent by certified mail addressed as follows: If to Sprint: Sprint Communications Company 5420 LBJ Freeway, Suite 1700 Dallas, TX 75240 Attention: Vice President-Diversified Brands With copy to: Sprint Communications Company 8140 Ward Parkway Kansas City, MO 64114 Attention: Vice President Law-Marketing/Sales If to Customer: GCI Corp. 2550 Denali, Suite 1105 Anchorage, AK 99503 Attention: Distribution Cost Manager 24. ASSIGNMENT. Neither this Agreement nor any right or obligation hereunder may be assigned or delegated to any other entity without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 25. EXCUSABLE DELAY. In the event of an Excusable Delay the performance obligations of the Parties hereunder shall be suspended and the Term shall be extended for a period of time equal to the length of such delay; provided, however, the affected Party shall promptly notify the other Party of the nature of the delay and the estimated time that it will continue. If an Excusable Delay continues for more than 90 days and has a material adverse impact on the other Party, such other Party may, at its option and upon written notice to the other Party, terminate this Agreement without liability other than payment for Service provided prior to termination. Notwithstanding the foregoing, neither Party may invoke this paragraph with regard to any event listed in Paragraph 4 or to delay performance of Paragraphs 17 or 18. 26. CAPTIONS. Captions of the paragraphs and subparagraphs herein are for convenience only, are not part of the Agreement and shall not define or limit any of the Agreement's terms. 27. CHOICE OF LAW. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Kansas. -10- 28. RULES OF CONSTRUCTION. No rule of construction requiring interpretation against the draftsman shall apply in the interpretation of this Agreement. 29. ENTIRE AGREEMENT. This Agreement, together with the attached Exhibits and Attachments, represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements between the Parties relating to the Service. 30. MODIFICATION OF AGREEMENT. This Agreement, including its Exhibits and Attachments, may be amended, modified or supplemented only by a separate written document executed by both Parties with the formality of this Agreement. 31. WAIVER OF TERMS. No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the Party to which it is attributed. No consent by a Party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, or waiver of, any subsequent breach or default. 32. PARTIAL INVALIDITY. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render the Agreement unenforceable, but rather the Agreement shall be construed as if not containing the invalid or unenforceable provision. However, if such provision is an essential element of this Agreement, the Parties shall promptly attempt to negotiate a substitute therefor. 33. CUMULATIVE REMEDIES. Except as otherwise provided herein, the remedies provided for in this Agreement are in addition to any other remedies available at law or in equity. 34. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement shall be withdrawn if the Agreement is not executed by both Parties within 45 days after the Proposal Date stated on Attachment A. Executed and made effective as provided herein. - ----------------------------------- SPRINT COMMUNICATIONS COMPANY L.P. (Customer) By: By: ----------------------------- -------------------------------- Title: ----------------------------- Date: Date: ----------------------------- -------------------------------- -11- EXHIBIT 1 DEFINITIONS Capitalized terms appearing in bold print in the Agreement, its Exhibits and Attachments are defined as follows: "Active Resale Direct Port" means a Customer access port (DS-0 equivalent) connected to Sprint and activated as Resale Direct Service. "ANI" means a calling telephone number identification which is forwarded to an IXC by a LEC as a call is placed. "Associated Location" means a physical premise to or from which Sprint provides Service which is (a) owned or leased by Customer, (b) occupied by a business in which Customer has an equity interest of at least a 25%; or (c) occupied by a franchisee of Customer. "Attachment" means a supplement attached to, and a part of, the Agreement. "Billing Increment" means a Tariffed billing increment, unless otherwise stated in Attachment B. "Calling Card" means a card issued to an End User in Customer's name containing an authorization code that the End User may use to originate calls over Sprint's network as provided in Exhibit 2. "Resale Connect FONcard Service" means a Service consisting of a Sprint authorization code incorporated into Customer's Calling Card which, together with Customer's service enhancements, is provided to End Users for use in originating calls over Sprint's network as provided in Exhibit 2. "Resale Solutions Base Rates" means the prices provided herein for Resale Solutions Service. "Resale Solutions Service" means switched Service purchased under the Agreement and invoiced under CTIS. "CIC" means an IXC carrier identification code. "CTIS" means Sprint's Carrier Transport Invoicing System. "Day Rate Period" means the Tariff day rate period unless otherwise specified herein. "Discount One" means a Rate Element specific discount that (1) is based on Customer's Discount One Monthly Volume of Service and (2) is applied to usage at the Service Hierarchy Level that has been priced at Resale Solutions Base Rates. -12- "Discount One Monthly Volume of Service" means the volume of Customer's monthly usage, at each Product Hierarchy Level, for a specific Rate Element priced at Resale Solutions Base Rates. "Discount Rate Period" means the Tariff international discount rate period unless otherwise specified herein. "Discount Three" means a Rate Element specific discount that (1) is based on Customer's Discount Three Monthly Volume of Service and (2) is applied at the Product Hierarchy Level or the Service Hierarchy Level to interstate or international usage to the LATAs or countries specified in Attachment C. "Discount Three Monthly Volume of Service" means the volume of Customer's monthly usage, at the Product Hierarchy Level or Service Hierarchy Level, of interstate or international minutes to the specific LATAs or countries identified in Attachment C and priced based on the usage levels and Rate Periods specified in Attachment C. "Discount Two" means a Rate Element specific discount that (1) is based on Customer's Discount Two Monthly Volume of Service and (2) is applied to usage at the Service Hierarchy Level that has been priced at Resale Solutions Base Rates less Discount One discounts. "Discount Two Monthly Volume of Service" means the volume of Customer's monthly usage, at the Master Hierarchy Level, of all Resale Solutions Services, including directory assistance Services, priced at Resale Solutions Base Rates after the application of Discount One discounts, but prior to the application of Discount Two discounts. Discount Two Monthly Volume of Service does not include Resale Solutions Service charges that are not based on usage, Clearline Service charges, Private Line charges, any charge associated with access (dedicated or non-dedicated), facilities charges, any usage related fixed charge, any non-recurring charge such as installation charges, taxes, surcharges, transfer fees, or interest. "Early Termination Charge" means the charge imposed for terminating the Agreement prior to expiration of the Term as provided in Paragraph 5 thereof. "Economy Rate Period" means the Tariff international economy rate period. "End User" means a customer of Customer to whom Sprint extends Network Extension Service at a Non-Associated location. "Evening Rate Period" means the Tariff evening rate period unless otherwise specified herein. "Excusable Delay" means any event that prevents a Party from performing its obligations hereunder and that is beyond the reasonable control and without the fault or negligence of such Party. "Exhibit" means a supplement attached to, and a part of, the Agreement. -13- "Forward Pricing Volume of Service" means the volume of service specified in Attachment A upon which Discount Two discounts may be based as provided in Subparagraph 13.7 of the Agreement. "Interstate Adjustment" means the adjustment under Subparagraph 6.2 to the invoice for interstate usage that is based on the level of intrastate usage. "Interstate Adjustment Rate" means the rate identified in Attachment D that is used to determine the Interstate Adjustment as provided in Subparagraph 6.2. "IXC" means interexchange carrier. "LEX" means local exchange carrier. "Master Hierarchy Level" means billing hierarchy level 1. "Maximum Noncomplete 800 Call Percentage" means, for each month, for each Service type, the ratio, expressed as a percentage, of (i) the aggregate number of Noncomplete 800 Calls during such period divided by (ii) the aggregate number of 800 calls during such period. This percentage shall be calculated at each Product Hierarchy Level. "Maximum Non-Bell Traffic Percentage" means, for each month, the ratio, expressed as a percentage, of (i) the number of minutes during such period that originate from, or terminate in, a Non-Bell Service Area, divided by (ii) the total number of minutes during such period. Maximum Non-Bell Traffic Percentages will be calculated independently for originating and terminating minutes at the Product Hierarchy Level. "Minimum Average Time Requirement" means the minimum average call duration, expressed in minutes, for Services as specified in Attachment B. Minimum Average Time Requirement calculations will be made at each Product Hierarchy Level. "Minimum Commitment" means the minimum monthly usage commitment stated on Attachment A. The calculation to determine whether Customer has met the Minimum Commitment shall be based on Customer's invoiced Net Usage. "Minimum Port Usage" means the minimum Net Usage for Resale Direct Service stated on Attachment A that Customer shall generate per Active Resale Direct Port. "Network Extension Service" means Service that Sprint extends to the Non-Associated Location of an End User. "Net Usage" means the monthly amount invoiced for use of a Service net of Discount One, Discount Two and Discount Three discounts. Net Usage includes the following as they apply to particular Services: monthly per-minute usage charges invoiced under the Agreement; route advance charges; -14- real time ANI charges; switched origination and termination charges; directory assistance charges; Minimum Average Time Requirement Surcharges; Noncomplete Call Surcharges; FONcard surcharges; and LEC Cap Surcharges. "Night/Weekend Rate Period" means the Tariff night/weekend rate period unless otherwise specified herein. "Noncomplete 800 Call" means an attempted Resale Connect Toll Free, Resale Direct Toll Free, or Resale Direct Toll Free Extension call that is not completed to the called number for any reason. "Non-Associated Location" means any physical premise to or from which Sprint provides Service that is not an Associated Location. "Non-Bell Service Area" means the geographic service area of any "independent" LEC which is not a Bell Operating Company. "Off Peak Rate Period" means (a) the Evening Rate Period and the Night/Weekend Rate Period for interstate traffic and (b) the Discount Rate Period and Economy Rate Period for international traffic. "Peak Rate Period" means (a) the Day Rate Period for interstate traffic and (b) the Standard Rate Period for international traffic. "Per Minute Charge" means the per minute charge for Service as set forth in Exhibit C based on Rate Periods and Billing Increments stated in Attachment B. "PIC" means primary interexchange carrier. "PIC Authorization" means an End User's selection of a PIC that meets the requirements of federal and state law. "Primary Carrier" means the IXC designated by Customer as its first routing choice and primary overflow carrier. "Primary Carrier Service" means the Service specified in Attachment A for which Sprint shall be Customer's Primary Carrier. "Product Hierarchy Level" means the fifth level in the Customer billing hierarchy, and is directly above the Service Hierarchy Level which ties like Services together for purposes of reporting. Each Product Hierarchy Level is considered independently for calculation and application of Discount One, LEC Cap Surcharges, Minimum Average Time Requirement Surcharges, Noncomplete 800 Call Surcharges and Minimum Port Usage Surcharges. -15- "Promotional Discounts" is a collective reference to Discount One, Discount Two, Discount Three and Interstate Adjustments. "Proposal Date" means the date indicated on Attachment A that the Agreement is offered by Sprint to Customer. "Proprietary Information" means (a) written information of a Party which is clearly and conspicuously marked as proprietary or confidential or which is accompanied by written notice that such information is confidential, or (b) a verbal communication which is subsequently confirmed in writing to the other Party as confidential or proprietary information which (i) is maintained in confidence and secrecy by the disclosing Party, (ii) is valuable to the disclosing Party because of such confidence or secrecy, and (iii) is subject to the disclosing Party's reasonable efforts to maintain such confidentiality and secrecy. Proprietary Information shall not include information which (1) is at any time in the public domain other than through wrongdoing on the part of an entity owing a duty of confidentiality to the disclosing Party, (2) is within legitimate possession of the receiving Party without obligation of confidentiality, (3) is lawfully received from a third party having rights therein without restriction of the right to disseminate the information, (4) is independently developed without breach of any obligation of confidentiality through parties without access to or knowledge of such Proprietary Information, (5) is disclosed with prior written approval of the other Party, (6) is transmitted after the disclosing Party has received written notice from the receiving Party that it does not desire to receive further Proprietary Information, or (7) is obligated to be produced under order of a court of competent jurisdiction. "Rate Element" means a jurisdictional element of the rate for a particular Service. For example, Resale Direct rates consist of separate Rate Elements for interstate, intrastate, Canada, Mexico domestic, Mexico international, other international, and directory assistance usage. "Rate Periods" is a collective reference to the Day Rate Period, Discount Rate Period, Economy Rate Period, Evening Rate Period, Night/Weekend Rate Period, Off Peak Rate Period, Peak Rate Period, and Standard Rate Period. "Service" means the service identified in the Exhibits and Attachments that Sprint shall provide and Customer shall purchase hereunder. "Service Hierarchy Level" means the sixth and lowest level in the Customer's billing hierarchy. "Standard Rate Period" means the Tariff standard rate period for international Service unless otherwise specified herein. "Tariff(s)" means any applicable tariff filed by Sprint with the Federal Communications Commission for interstate or international Service (including Tariff revisions) and/or any applicable tariff filed with a state regulatory commission for intrastate Service. Should Sprint no longer file Tariffs in -16- order to provide Service, then Tariff shall mean the standard rate tables and terms and conditions that replace such Tariffs. "Term" means the term of the Agreement as provided in Paragraph 3 thereof. -17- EXHIBIT 2 SERVICES The following Services are provided pursuant to the Agreement: 1. OUTBOUND SERVICE. 1.1. RESALE DIRECT and RESALE DIRECT EXTENSION. Resale Direct and Resale Direct Extension is provided hereunder for switched outbound traffic with interstate or international termination that originates over dedicated special access (DS-1 or DS-3) circuits. 1.2. RESALE DIRECT. Resale Direct is Service subscribed to, and paid for, by Customer that originates from an Associated Location. Carrier Ultra WATS may be obtained only by a carrier with its own CIC. 1.3. RESALE DIRECT EXTENSION. Resale Direct Extension is Service subscribed to, and paid for, by Customer but connected directly to a Non-Associated Location. 1.4. RESALE CONNECT ONE PLUS. Resale Connect One Plus is provided hereunder for switched access outbound traffic utilizing Feature Group D protocol having interstate or international termination. 2. TOLL FREE SERVICE. 2.1. RESALE DIRECT TOLL FREE and RESALE DIRECT TOLL FREE EXTENSION. Resale Direct Toll Free and Resale Direct Toll Free Extension is provided hereunder for Customer switched inbound traffic with interstate or international origination that terminates over dedicated special access (DS-1 or DS-3) circuits. 2.2. RESALE DIRECT TOLL FREE. Resale Direct Toll Free is Toll Free Service subscribed to, and paid for, by Customer that terminates to an Associated Location. Resale Direct Toll Free may be obtained only by a carrier with its own CIC. 2.3. RESALE DIRECT TOLL FREE EXTENSION. Resale Direct Toll Free Extension is Toll Free Service subscribed to, and paid for, by Customer but connected directly to an Non-Associated location. 2.4. RESALE CONNECT TOLL FREE. Resale Connect Toll Free is provided hereunder for switched inbound traffic, terminating on Feature Group D protocol, having interstate or international origination. -18- 2.5. INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free Service ("ITFS") shall be provided subject to availability. Because of a limited quantity of Toll Free numbers in some countries, Sprint may, as it deems appropriate, after 30 days notice, disconnect any ITFS number which does not generate at least 60 minutes of usage during any period of three consecutive months. ITFS traffic must be terminated directly in the continental U.S. If reorigination occurs, ITFS traffic is subject to foreign PTT interruption and is beyond Sprint's control. ITFS Service shall be provided pursuant to Tariff, including rates, discounts and Toll Free number charges, unless otherwise provided herein. 3. FONVIEW. FONview is not available for Service billed under CTIS. 4. DIRECTORY ASSISTANCE. 4.1. INTERSTATE. Interstate directory assistance provided hereunder must have a domestic origination over Customer's circuits. Sprint may modify directory assistance prices provided in the Agreement to reflect changes in LEC directory assistance charges. 4.2. INTERNATIONAL. International directory assistance is provided pursuant to Tariff. International directory assistance must have a domestic origination over Customer's circuits and request numbers must be located in the countries listed in Sprint's FCC Tariff 1, Section 2.1. International directory assistance may be obtained by calling a Sprint operator who will request the number from the appropriate country's international operator. Sprint may modify directory assistance prices provided in the Agreement to reflect changes in directory assistance charges of other countries. 4.3. TOLL-FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not be eligible for any toll-free directory listing at Sprint's expense. 5. RESALE CONNECT FONCARD SERVICE. 5.1. RESALE CONNECT FONCARD SERVICE consists of an authorization code issued by Sprint which Customer will incorporate into a Calling Card. The Calling Card, together with Customer provided service enhancements, will be provided in Customer's name to End Users who may use the card to originate calls over Sprint's network in the contiguous U.S. and selected countries. Sprint will transport Customer's Calling Card traffic with the same quality as Sprint FONcard traffic. 5.2. AVAILABILITY. Resale Connect FONCARD Service is provided subject to (a) availability and compatibility of facilities, (b) Customer fulfillment, and (c) 800 access origination, which Customer agrees may be withheld by Sprint in certain LATAs because of facility constraints. -19- 5.3. ACTIVATION. Sprint will provide Customer with activated authorization codes to be imprinted on Customer's Calling Cards. The codes will be provided within 30 days following Customer's request and notice to Sprint of Customer's fulfillment vendor. 5.4. TOLL FREE ACCESS. Customer may elect Calling Card access to a Sprint operator using either a "Generic" or "Branded" Toll Free access number. The operator response to a Generic Toll Free call will be similar to: "Long Distance, may I help you?" Calls to a Branded access number will be answered by an operator assigned exclusively to Customer. Operator response to Branded access calls will be similar to: "(CUSTOMER) Long Distance Operator." Customer shall pay a non-recurring charge for establishing account access as provided in Attachment B. 5.5. SERVICE REPRESENTATIVE. Sprint will designate a representative to provide Customer service. This representative will not be available for direct contact by End Users. 5.6. NON-EMERGENCY DEACTIVATION. Sprint will advise Customer of the process for requesting non-emergency deactivation of an authorization code. Sprint may periodically deactivate unused authorization codes to minimize potential fraud. Sprint will notify Customer of any such deactivation. Emergency deactivation is provided for in Subparagraph 5.9 of this Attachment. 5.7. REMEDY FOR SERVICE FAILURE. Notwithstanding anything to the contrary in Subparagraph 4.1(e) of the Agreement, Customer's sole and exclusive remedy for failure of a particular Resale Connect FONcard Service shall be discontinuation of the affected Service subject to Paragraph 2.5 of the Agreement. 5.8. CUSTOMER OBLIGATIONS. Customer shall, at Customer's expense: (a) design, manufacture and distribute its Calling Cards; (b) solicit End Users in its own name in compliance with Paragraph 8 of the Agreement; (c) address End User service requests; (d) determine End User creditworthiness; (e) define its relationship with End Users relative to its Calling Card service by tariff or contract; (f) provide Calling Card fulfillment using a bonded fulfillment vendor; (g) supply its fulfillment vendor with necessary End User information; (h) maintain its own End User data base; (i) provide End User customer service, billing and collection; (j) maintain its own End User customer service number, which shall be printed on each Calling Card; (k) establish internal Calling Card management procedures; (l) monitor for fraud and code abuse; and (m) cooperate and interface with Sprint to prevent fraud or code abuse as provided herein. Customer shall provide Sprint with all order authorizations, service applications and information that Sprint requires to establish and maintain Resale Connect FONcard Service and proper invoicing. -20- Customer shall be liable for (a) all usage charged to an activated authorization code after the code is provided to Customer or its agent, (b) non-payment by End Users, and (c) billing adjustments granted to End Users as provided in Subparagraph 11.6 of the Agreement. Customer shall indemnify and hold Sprint harmless from any claim or damages resulting from Sprint's deactivation of an authorization code at Customer's request. 5.9. CODE ABUSE; FRAUD; EMERGENCY DEACTIVATION. Sprint and Customer will cooperate to deter Calling Card fraud and code abuse. Sprint will monitor usage of Customer Calling Cards to detect fraud or code abuse in the same manner that it monitors FONcard usage of its own customers. This activity will not create any liability on the part of Sprint resulting from code abuse or fraud. Customer shall be liable for all usage charged to an activated authorization code that results from fraud or code abuse. Sprint will notify Customer of (a) the process Customer may use to obtain emergency deactivation of a lost or stolen Calling Card and (b) the process Sprint will use to notify Customer of suspected fraud or code abuse. Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint will immediately notify if fraud or code abuse is suspected. Customer shall advise Sprint within 30 minutes after receiving such notice whether it wants the authorization code deactivated. If Sprint is unable to reach Customer's contact, or if Customer fails to respond to Sprint's notice within 30 minutes, Sprint may, in its discretion, deactivate the authorization code and advise Customer of its actions. Sprint shall incur no liability for such deactivation. Sprint shall be liable for calls charged to an authorization code after a period of 4 hours following an appropriate emergency deactivation request. Requests for credit pursuant to this subparagraph shall be supported by appropriate documentation. Sprint will investigate and, in its discretion, either approve or reject such requests. Notwithstanding anything in Paragraph 18 of the Agreement, the amount of any credit request under this subparagraph shall not be deducted as a disputed charge prior to payment of an invoice. -21- Attachment A-1 A.3. TERM OF AGREEMENT: 24 months A.13.7. FORWARD PRICING - FORWARD PRICING VOLUME OF SERVICE Not Applicable A.13.8. PRIMARY CARRIER REQUIREMENT. CUSTOMER SHALL UTILIZE SPRINT AS ITS PRIMARY CARRIER FOR THE FOLLOWING PRIMARY CARRIER SERVICES International Terminating Direct (Customer will be relieved of any requirement to give Sprint traffic for any country or portion thereof that customer establishes a Direct agreement.) A.14.1. MINIMUM COMMITMENT: CARRIER TRANSPORT DIRECT INTERNATIONAL MONTHLY MONTHS NET USAGE COMMITMENT ------ ------------------------ 1-24 Exclusive international termination with A.13.8 exception A.14.5. MINIMUM PORT USAGE: $100 MINIMUM NET DIRECT USAGE PER PORT PROMOTIONAL ACF/COC/EFC CHARGES All ACF Charges will be per applicable tariff. Monthly recurring COC charges will be $2.50 per port. Monthly recurring EFC charges will be $5.50 per port when Customer utilizes Sprint's entrance facilities. INTERNATIONAL FORECAST SURCHARGE. To enable Sprint to adequately forecast demand for international capacity, Customer must provide Sprint with a forecast of projected usage (referred to as the "International Usage Forecast") to any country to which Customer anticipates generating more than 50,000 MOUs during any month (referred to as a "High Usage Country"). Customer shall pay Sprint a monthly surcharge on usage to each High Usage Country equal to $0.10 for each MOU (a) above 62,500 MOUs to such country if Customer does not submit an International Usage Forecast, or (b) above 125% of the usage to such country that is forecasted in Customer's International Usage Forecast. A.34 PROPOSAL DATE: MAY 8, 1996 Attachment A-2 INTERNATIONAL USAGE FORECAST COUNTRY MINUTES/MONTH ------- ------------- Canada 220,000 Philippines 60,000 United Kingdom 50,000 Attachment B-1 B.13.4. BILLING INCREMENTS/USAGE PERIODS FOR PER MINUTE CHARGES. Service will be invoiced based on Per Minute Charges utilizing Tariffed Rate Periods and Tariffed Billing Increments, unless specifically set forth below: Service Type/ Initial Additional Rate Element Billing Increment Billing Increment (sec) (sec) Interstate Direct 18 6 Canada Term. Direct 30 6 Mexico US Element Direct 30 6 Mexico Int'l. Element Direct 60 60 Other Int'l. Direct 30 6 Interstate Direct Toll Free 18 6 Canada Orig. Direct Toll Free 30 6 Mexico Direct Toll Free 60 60 Other Int'l. Direct Toll Free 30 6 B.13.5. NON-BELL SWITCHED ORIGINATION/TERMINATION/800 ORIGINATION CHARGE. Customer shall pay the following charges for each minute of a switch interstate call originating or terminating in a Non-Bell Service Area: $0.015 per minute - applied to all non-Bell terminating minutes for Direct $0.015 per minute - applied to all non-Bell originating minutes for Direct Toll Free B.14.2 LEC CAP MAXIMUM NON-BELL TRAFFIC. Maximum Originating Maximum Terminating Non-Bell Service Type Non-Bell Traffic % Non-Bell Traffic % Surcharge Direct N/A 20% $0.025 Direct Toll Free 20% N/A $0.025 B.14.3. MINIMUM AVERAGE CALL DURATION: Minimum Average Time Requirement (MATR) shall not apply unless specifically set forth below: Service Type MATR MATR Surcharge N/A N/A N/A MONTHLY RECURRING 800 CHARGES: Customer's 800 numbers (Direct Toll Free) requiring 800 Toll-free Directory Assistance Listings will be charged a Monthly Recurring Charge of $13.00 per month per 800 number requiring such listing. B.14.4. MAXIMUM NONCOMPLETE CALL PERCENTAGE. Direct Toll Free Usage Type Maximum Noncomplete Per Call (Rate Element) 800 Call Percentage Surcharge Intrastate/Interstate 10% $0.04 International/Canadian 10% $0.25 Attachment C-1 INTERSTATE CARRIER DEDICATED SERVICE BASE RATES Direct Direct Toll Free LATA Group Peak OffPeak Peak OffPeak - ------------------------------------------------------------------------- 1 $0.0639 $0.0668 $0.0790 $0.760 2 $0.0721 $0.0691 $0.1380 $0.1380 3 $0.0739 $0.0715 4 $0.0763 $0.0738 5 $0.0786 $0.0762 6 $0.1209 $0.1209 SEE LATA GROUP DESCRIPTIONS. CARRIER ULTRA WATS LATA GROUP 6 RATES ARE NOT ELIGIBLE FOR DISCOUNT 2. CARRIER ULTRA 800 LATA GROUP 2 RATES ARE NOT ELIGIBLE FOR DISCOUNT 2. INTERSTATE USAGE ORIGINATING FROM/TERMINATING TO NON-BELL EXCHANGES WILL INCUR AN ADDITIONAL PER MINUTE INTERSTATE SWITCHED ORIGINATION/TERMINATION CHARGE AS INDICATED ON ATTACHMENT B. TWO YEAR TERM Discount 1 Discount 1 Monthly Direct Direct Toll Free Volume of Service Peak OffPeak Peak OffPeak - ---------------------------------------------------------------------------- $0 + 5.0% 5.0% 5.0% 5.0% Discount 2 Monthly Volume of Direct Direct Toll Free Carrier Transport Service Peak OffPeak Peak OffPeak - ---------------------------------------------------------------------------- $ 0 - $ 99,999 0.0% 0.0% 0.0% 0.0% $100,000 - $149,999 18.0% 18.0% 18.0% 18.0% $150,000 - $249,999 20.0% 20.0% 20.0% 20.0% $250,000 - $499,999 24.0% 24.0% 24.0% 24.0% $500,000 + 26.0% 26.0% 26.0% 26.0% Attachment C-2 Interstate Direct LATA Groups GROUP 1 128 Boston, MA 132 New York Metro 224 Newark, NJ 228 Philadelphia, PA 236 Washington, DC 340 Detroit, MI 358 Chicago, IL 426 Raleigh, NC 438 Atlanta, GA 460 Miami, FL 490 New Orleans, LA 524 Kansas City, MO 552 Dallas, TX 560 Houston, TX 628 Minneapolis, MN 656 Denver, CO 666 Phoenix, AZ 674 Seattle, WA 722 San Francisco, CA 730 Los Angeles, CA GROUP 2 222 Trenton, NJ 234 Pittsburgh, PA 238 Baltimore, MD 248 Richmond, VA 320 Cleveland, OH 324 Columbus, OH 336 Indianapolis, IN 430 Greenville, SC 452 Jacksonville, FL 458 Orlando, FL 468 Memphis, TN 470 Nashville, TN 480 Mobile, AL 482 Jackson, MS 520 St. Louis, MO 536 Oklahoma City, OK 538 Tulsa, OK 558 Austin, TX 566 San Antonio, TX 635 Cedar Rapids, IA 660 Utah 721 Las Vegas, NV 732 San Diego, CA 920 Connecticut 922 Cincinnati, OH GROUP 3 130 Rhode Island 133 Poughkeepsie, NY 134 Albany, NY 136 Syracuse, NY 138 Binghampton, NY 140 Buffalo, NY 252 Norfolk, VA 322 Youngstown, OH 325 Akron, OH 326 Toledo, OH 328 Dayton, OH 348 Grand Rapids, MI 354 Madison, WI 356 Milwaukee, WI 374 Springfield, IL 420 Asheville, NC 422 Charlotte, NC 434 Columbia, SC 454 Gainsville, FL 456 Daytona Beach, FL 462 Louisville, KY 476 Birmingham, AL 477 Huntsville, AL 478 Montgomery, AL 486 Shreveport, LA 521 Columbia, MO 522 Springfield, MO 528 Little Rock, AR 532 Wichita, KS 534 Topeka, KS 540 El Paso, TX 542 Midland, TX 544 Lubbock, TX 548 Wichita Falls, TX 564 Corpus Christi, TX 630 Sioux City, IA 632 Des Moines, IA 634 Davenport, IA 644 Omaha, NE 646 Grand Island, NE 658 Colorado Spgs, CO 672 Portland, OR 726 Sacramento, CA 952 Tampa, FL 974 Rochester, NY GROUP 4 126 Springfield, MA 244 Roanoke, VA 246 Culpepper, VA 330 Evansville, IN 332 South Bend, IN 334 Auburn/Hunt, IN 338 Bloomington, IN 346 Lansing, MI 350 Green Bay, WI 366 Bloomington, IL 368 Peoria, IL 370 Champ.-Urban, IL 424 Greensboro, NC 428 Wilmington, NC 432 Florence, SC 436 Charleston, SC 440 Savannah, GA 442 Augusta, GA 444 Albany, GA 446 Macon, GA 448 Pensacola, FL 450 Panama City, FL 472 Chattanooga, TN 474 Knoxville, TN 488 Lafayette, LA 492 Baton Rouge, LA 546 Amarillo, TX 550 Abilene, TX 554 Longview, TX 556 Waco-Temple, TX 562 Beaumont, TX 568 Brownsville, TX 570 Bryan, TX 620 Rochester, MN 624 Duluth, MN 626 St. Cloud, MN 636 Fargo-Brainerd, ND 668 Tucson, AZ 676 Spokane, WA 720 Reno, NV 728 Fresno, CA 736 Monterey, CA 738 Stockton, CA 924 Erie, PA 937 Richmond, IN 939 Ft. Myers, FL 953 Tallahassee, FL 956 Bristol/JoCty, TN 958 Lincoln, NE 973 Palm Springs, CA GROUP 5 120 Maine 122 New Hampshire 124 Vermont 220 Atlantic City, NJ 226 Capital, PA 230 Altoona, PA 232 Northeast, PA 240 Hagerstown, MD 242 Salisbury, MD 250 Lynchburg, VA 254 Charleston, WV 256 Clarksburg, WV 342 Marquette, MI 344 Saginaw, MI 352 Eau Claire, WI 360 Rockford, IL 362 Cairo, IL 364 De Kalb, IL 376 Quincy, IL 464 Owensboro, KY 466 Winchester, KY 484 Biloxi, MS 526 Fort Smith, AR 530 Pine Bluff, AR 638 Bismark, ND 640 Sioux Falls, SD 648 Great Falls, MT 650 Billings, MT 652 Boise, ID 654 Cheyenne, Wy 664 New Mexico 670 Eugene, OR 724 Chico, CA 734 Bakersfield, CA 740 San Luis OB., CA 923 Lima-Mansfield, OH 927 Harrisonburg, VA 928 Charlottesville, VA 938 Terre Haute, IN 949 Fayetteville, NC 951 Rocky Mount, NC 960 Cosur D'Alene, ID 961 San Angelo, TX 976 Mattoon, IL 977 Macomb, IL 978 Otney, IL GROUP 6 820 Puerto Rico 822 U.S. Virgin Islands 832 Alaska 834 Hawaii 921 Fishers Island, NY 929 Edinburg, VA 932 Bluefield, WV 963 Kalispell, MT 980 Navajo Terr., AZ 981 Navajo Terr., UT ALL OTHERS Attachment C-3 Interstate Direct Toll Free LATA Groups GROUP 1 120 Maine 122 New Hampshire 124 Vermont 126 Springfield, MA 128 Boston, MA 130 Rhode Island 132 New York Metro 133 Poughkeepsie, NY 134 Albany, NY 136 Syracuse, NY 138 Binghampton, NY 140 Buffalo, NY 220 Atlantic City, NJ 222 Trenton, NJ 224 Newark, NJ 226 Capital, PA 228 Philadelphia, PA 230 Altoona, PA 232 Northeast PA 234 Pittsburgh, PA 236 Washington, DC 238 Baltimore, MD 240 Hagerstown, MD 242 Salisbury, MD 244 Roanoke, VA 246 Culpepper, VA 248 Richmond, VA 250 Lynchburg, VA 252 Norfolk, VA 254 Charleston, WV 256 Clarksburg, WV 320 Cleveland, OH 322 Youngstown, OH 324 Columbus, OH 325 Akron, OH 326 Toledo, OH 328 Dayton, OH 330 Evansville, IN 332 South Bend, IN 334 Auburn/Hunt, IN 336 Indianapolis, IN 338 Bloomington, IN 340 Detroit, MI 342 Marquette, MI 344 Saginaw, MI 346 Lansing, MI 348 Grand Rapids, MI 350 Green Bay, WI 352 Eau Claire, WI 354 Madison, WI 356 Milwaukee, WI 358 Chicago, IL 360 Rockford, IL 362 Cairo, IL 364 De Kalb, IL 366 Bloomington, IL 368 Peoria, IL 370 Champ.-Urban, IL 374 Springfield, IL 376 Quincy, IL 420 Asheville, NC 422 Charlotte, NC 424 Greensboro, NC 426 Raleigh, NC 428 Wilmington, NC 430 Greenville, SC 432 Florence, SC 434 Columbia, SC 436 Charleston, SC 438 Atlanta, GA 440 Savannah, GA 442 Augusta, GA 444 Albany, GA 446 Macon, GA 448 Pensacola, FL 450 Panama City, FL 452 Jacksonville, FL 454 Gainsville, FL 456 Daytona Beach, FL 458 Orlando, FL 460 Miami, FL 462 Louisville, KY 464 Owensboro, KY 466 Winchester, KY 468 Memphis, TN 470 Nashville, TN 472 Chattanooga, TN 474 Knoxville, TN 476 Birmingham, AL 477 Huntsville, AL 478 Montgomery, AL 480 Mobile, AL 482 Jackson, MS 484 Biloxi, MS 486 Shreveport, LA 488 Lafayette, LA 490 New Orleans, LA 492 Baton Rouge, LA 520 St. Louis, MO 521 Columbia, MO 522 Springfield, MO 524 Kansas City, MO 526 Fort Smith, AR 528 Little Tock, AR 530 Pine Bluff, AR 532 Wichita, KS 534 Topeka, KS 536 Oklahoma City, OK 538 Tulsa, OK 540 El Paso, TX 542 Midland, TX 544 Lubbock, TX 546 Amarillo, TX 548 Wichita Falls, TX 550 Abilene, TX 552 Dallas, TX 554 Longview, TX 556 Waco-Temple, TX 558 Austin, TX 560 Houston, TX 562 Beaumont, TX 564 Corpus Christi, TX 566 San Antonio, TX 568 Brownsville, TX 570 Bryan, TX 620 Rochester, MN 624 Duluth, MN 626 St. Cloud, MN 628 Minneapolis, MN 630 Sioux City, IA 632 Des Moines, IA 634 Davenport, IA 635 Cedar Rapids, IA 636 Fargo-Brainerd, ND 638 Bismark, ND 640 Sioux Falls, SD 644 Omaha, NE 646 Grand Island, NE 648 Great Falls, MT 650 Billings, MT 652 Boise, ID 654 Cheyenne, WY 656 Denver, CO 658 Colorado Spgs, CO 660 Utah 664 New Mexico 666 Phoenix, AZ 668 Tucson, AZ 670 Eugene, OR 672 Portland, OR 674 Seattle, WA 676 Spokane, WA 720 Reno, NV 721 Las Vegas, NV 722 San Francisco, CA 724 Chico, CA 726 Sacramento, CA 728 Fresno, CA 730 Los Angeles, CA 732 San Diego, CA 734 Bakersfield, CA 736 Monterey, CA 738 Stockton, CA 740 San Luis Ob., CA 920 Connecticut 922 Cincinnati, OH 923 Lima-Mansfield, OH 924 Erie, PA 927 Harrisonburg, VA 928 Charlottesville, VA 937 Richmond, IN 938 Terre Haute, IN 939 Ft. Myers, FL 949 Fayetteville, NC 951 Rocky Mount, NC 952 Tampa, FL 953 Tallahasse, FL 956 Bristol/JoCty, TN 958 Lincoln, NE 960 Coeur D'Alene, ID 961 San Angelo, TX 973 Palm Springs, CA 974 Rochester, NY 976 Mattoon, IL 977 Macomb, IL 978 Olney, IL GROUP 2 820 Puerto Rico 822 U.S. Virgin Islands 832 Alaska 834 Hawaii 921 Fishers Island, NY 929 Edinburg, VA 932 Bluefield, WV 963 Kalispell, MT 980 Navajo Terr., AZ 981 Navajo Terr., UT ALL OTHERS Attachment C-4 Canada Terminating Service BASE RATES Direct Canada NPA's Peak OffPeak - ---------------------------------------------------------------------------- ALL $0.1600 $0.1600 TWO YEAR TERM Discount 1 Discount 1 Monthly Direct Volume of Service Peak OffPeak - ---------------------------------------------------------------------------- $0 + 5.0% 5.0% DISCOUNT 2 Monthly Volume of Direct Carrier Transport Service Peak OffPeak - ---------------------------------------------------------------------------- $0 + 44.0% 44.0% CANADA ORIGINATING SERVICE BASE RATES Direct Toll Free Canada NPA's Peak OffPeak - ---------------------------------------------------------------------------- ALL $0.3200 $0.3200 TWO YEAR TERM DISCOUNT 1 Monthly Volume of Direct Toll Free Carrier Transport Service Peak OffPeak - ---------------------------------------------------------------------------- $0 + 5.0% 5.0% DISCOUNT 2 Monthly Volume of Direct Toll Free Carrier Transport Service Peak OffPeak - ---------------------------------------------------------------------------- $0 - $99,999 0.0% 0.0% $100,000 - $149,999 12.0% 12.0% $150,000 - $249,999 15.0% 15.0% $250,000 - $499,999 20.0% 20.0% $500,000 + 34.0% 34.0% Attachment C-5 Mexico Terminating Service BASE RATES - DOMESTIC ELEMENT Direct Mileage Peak OffPeak - ---------------------------------------------------------------------------- ALL $0.0000 $0.0000 BASE RATES - INTERNATIONAL ELEMENT Direct Mexico Rate Step Peak OffPeak - ---------------------------------------------------------------------------- 1 $0.1650 $0.1180 2 $0.1950 $0.1530 3 $0.0300 $0.2300 4 $0.4530 $0.3950 5 $0.4710 $0.3530 6 $0.5650 $0.4000 7 $0.7180 $0.5650 8 $0.7300 $0.5770 MEXICO RATE STEPS ARE DEFINED IN SPRINT FCC TARIFF #2. TWO YEAR TERM DISCOUNT 1 Monthly Volume of Direct Carrier Transport Service Peak OffPeak - ---------------------------------------------------------------------------- $0 0.0% 0.0% DISCOUNT 2 Monthly Volume of Direct Carrier Transport Service Peak OffPeak - ---------------------------------------------------------------------------- $0 15.0% 15.0% Attachment C-6 Mexico Originating Service BASE RATES Direct Toll Free Mexico Zon # Peak OffPeak - ---------------------------------------------------------------------------- 1 $0.5800 $0.4400 2 $0.4500 $0.3400 3 $1.2200 $0.9100 4 $1.7200 $1.2600 US RATE AREA AND MEXICO RATE ZONE ARE DEFINED IN SPRINT TWO YEAR TERM DISCOUNT 1 Monthly Volume of Connect Toll Free Carrier Transport Service Peak OffPeak - ---------------------------------------------------------------------------- $0 5.0% 5.0% DISCOUNT 2 Monthly Volume of Connect Toll Free Carrier Transport Service Peak OffPeak - ---------------------------------------------------------------------------- $0 - $99,999 0.0% 0.0% $100,000 - $149,999 5.0% 0.0% $150,000 - $249,999 6.0% 0.0% $250,000 - $449,999 7.0% 0.0% $500,000 + 8.0% 0.0% Attachment C-7 Other International Base Rates Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 ALBANIA 355 0.7700 0.7700 0.7700 4 ALGERIA 213 0.7200 0.7200 0.7200 4 AM SAMOA 684 0.4850 0.4850 0.4850 4 ANDORRA 376 0.7300 0.7300 0.7300 4 ANGOLA 244 0.9200 0.9200 0.9200 4 ANGUILLA 809497 0.5850 0.5850 0.5850 4 ANTIGUA 809460 0.4700 0.4700 0.4700 3 ARGENTINA 540 0.6400 0.6400 0.6400 4 ARMENIA 374 1.3500 1.3500 1.3500 4 ARUBA 297 0.4000 0.4000 0.4000 4 ASCENSION ISLANDS 247 1.5400 1.5400 1.5400 1 AUSTRALIA 610 0.1620 0.1620 0.1620 4 AUSTRALIA TERRITORY 672 4.4000 4.4000 4.4000 1 AUSTRIA 430 0.2690 0.2690 0.2690 4 AZERBAIJAN 994 0.8340 0.8340 0.8340 4 B. VIRGIN ISLAND 809275 0.6090 0.6090 0.6090 4 BAHAMAS 809321 0.2200 0.2200 0.2200 4 BAHRAIN 973 0.7200 0.7200 0.7200 4 BANGLADESH 880 1.0850 1.0850 1.0850 4 BARBADOS 809228 0.5200 0.5200 0.5200 4 BELARUS 375 0.6200 0.6200 0.6200 2 BELGIUM 320 0.3400 0.3400 0.3400 4 BELIZE 501 0.7700 0.7700 0.7700 4 BENIN 229 0.6200 0.6200 0.6200 4 BERMUDA 809231 0.3300 0.3300 0.3300 4 BHUTAN 975 2.8200 2.8200 2.8200 4 BOLIVIA 591 0.8500 0.8500 0.8500 4 BOSNIA/HERZEGOVINA 387 0.7200 0.7200 0.7200 4 BOTSWANA 267 0.8750 0.8750 0.8750 4 BOURKINA FASSO 226 0.6900 0.6900 0.6900 3 BRAZIL 550 0.4250 0.4250 0.4250 4 BRUNEI 673 1.0800 1.0800 1.0800 4 BULGARIA 359 0.6100 0.6100 0.6100 4 BURMA (MYANMAR) 950 3.0000 3.0000 3.0000 Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 BURUNDI 257 2.3000 2.3000 2.3000 4 CAMBODIA 855 1.2800 1.2800 1.2800 4 CAMEROON 237 1.4000 1.4000 1.4000 4 CAPE VERDE ISLAND 238 0.4000 0.4000 0.4000 4 CAYMAN ISLANDS 809945 0.4600 0.4600 0.4600 4 CENTRAL AFRICAN REP. 236 1.7500 1.7500 1.7500 4 CHAD REPUBLIC 235 2.9000 2.9000 2.9000 4 CHILE 560 0.4100 0.4100 0.4100 3 CHINA 860 0.9950 0.9950 0.9950 4 COLOMBIA 570 0.5550 0.5550 0.5550 4 CONGO REP 242 0.9750 0.9750 0.9750 4 COOK ISLANDS 682 1.3500 1.3500 1.3500 4 COSTA RICA 506 0.5750 0.5750 0.5750 4 CROATIA, REPUB OF 384 0.5500 0.5500 0.5500 4 CUBA 530 0.6600 0.6600 0.6600 4 CYPRUS 357 0.5300 0.5300 0.5300 Attachment C-8 Other International Base Rates Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 CZECH REPUBLIC 420 0.4000 0.4000 0.4000 2 DENMARK 450 0.2450 0.2450 0.2450 4 DIEGO GARCIA 246 2.8000 2.8000 2.8000 4 DJIBOUTI 253 1.1000 1.1000 1.1000 4 DOMINICA 809445 0.6200 0.6200 0.6200 4 DOMINICAN REPUBLIC 809220 0.4750 0.4750 0.4750 4 ECUADOR 593 0.6700 0.6700 0.6700 4 EGYPT 200 0.7100 0.7100 0.7100 4 EL SALVADOR 503 0.5600 0.5600 0.5600 4 EQUATORIAL GUINEA 240 1.7100 1.7100 1.7100 4 ERITREA 291 1.9000 1.9000 1.9000 4 ESTONIA 372 0.8800 0.8800 0.8800 4 ETHIOPIA 251 1.0300 1.0300 1.0300 4 FAEROE ISLANDS 298 0.4600 0.4600 0.4600 4 FALKLAND ISLANDS 500 1.1350 1.1350 1.1350 4 FIJI 679 0.9600 0.9600 0.9600 1 FINLAND 358 0.2000 0.2000 0.2000 1 FRANCE 330 0.1900 0.1900 0.1900 4 FRENCH ANTILLES 596 0.6050 0.6050 0.6050 4 FRENCH GUIANA 594 0.6037 0.6037 0.6037 4 FRENCH POLYNESIA 689 1.0700 1.0700 1.0700 4 GABON 241 0.9500 0.9500 0.9500 4 GAMBIA 220 0.9550 0.9550 0.9550 4 GEORGIA 788 1.0500 1.0500 1.0500 2 GERMANY 490 0.1850 0.1850 0.1850 4 GHANA 233 0.6400 0.6400 0.6400 4 GIBRALTAR 350 0.9900 0.9900 0.9900 4 GRANDTURK TC 809941 0.8600 0.8600 0.8600 4 GREECE 300 0.5250 0.5250 0.5250 4 GREENLAND 299 0.5100 0.5100 0.5100 4 GRENADA 809440 0.6230 0.6230 0.6230 4 GUADELOUPE 590 0.6050 0.6050 0.6050 4 GUAM 671 0.3000 0.3000 0.3000 4 GUANTANAMO BAY 539 1.2000 1.2000 1.2000 Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 GUATEMALA 502 0.5000 0.5000 0.5000 4 GUINEA PEOP REP 224 0.8500 0.8500 0.8500 4 GUINEA-BISSAU 245 1.6950 1.6950 1.6950 4 GUYANA 592 0.8010 0.8010 0.8010 4 HAITI 509 0.6900 0.6900 0.6900 4 HONDURAS 504 0.5850 0.5850 0.5850 1 HONG KONG 852 0.3650 0.3650 0.3650 4 HUNGARY 360 0.4500 0.4500 0.4500 4 ICELAND 354 0.3700 0.3700 0.3700 2 INDIA 910 0.8400 0.8400 0.8400 4 INDONESIA 620 0.6800 0.6800 0.6800 4 IRAN 980 1.0700 1.0700 1.0700 4 IRAQ 964 1.1000 1.1000 1.1000 4 IRELAND 353 0.2750 0.2750 0.2750 3 ISRAEL 972 0.6800 0.6800 0.6800 2 ITALY 390 0.2500 0.2500 0.2500 Attachment C-9 Other International Base Rates Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 IVORY COAST 225 1.2200 1.2200 1.2200 4 JAMAICA 80928 0.5850 0.5850 0.5850 1 JAPAN 810 0.2600 0.2600 0.2600 4 JORDAN 962 0.8000 0.8000 0.8000 4 KAZAKHSTAN 732 0.8100 0.8100 0.8100 4 KENYA 254 0.8100 0.8100 0.8100 4 KIRGISTAN 733 2.0000 2.0000 2.0000 4 KIRIBATI 686 1.0000 1.0000 1.0000 2 KOREA (SOUTH) 820 0.4400 0.4400 0.4400 4 KUWAIT 965 0.7200 0.7200 0.7200 4 LAOS 856 1.8750 1.8750 1.8750 4 LATVIA 371 0.8250 0.8250 0.8250 4 LEBANON 961 1.1300 1.1300 1.1300 4 LESOTHO 266 0.8850 0.8850 0.8850 4 LIBERIA 231 0.6000 0.6000 0.6000 4 LIBYA APSJ 218 1.5100 1.5100 1.1500 4 LITHUANIA 370 0.9550 0.9550 0.9550 4 LUXEMBOURG 286 0.2550 0.2550 0.2550 4 MACAO 853 0.7200 0.7200 0.7200 4 MACEDONIA 389 0.9000 0.9000 0.9000 4 MADAGASCAR 261 3.5000 3.5000 3.5000 4 MALAWI 265 0.6250 0.6250 0.6250 4 MALAYSIA 600 0.4200 0.4200 0.4200 4 MALDIVES REP 960 1.1700 1.1700 1.1700 4 MALI REP 223 0.9500 0.9500 0.9500 4 MALTA REP 356 0.8400 0.8400 0.8400 4 MARSHALL ISLANDS 692 0.8800 0.8800 0.8800 4 MAURITANIA 222 1.4000 1.4000 1.4000 4 MAURITIUS 230 2.2500 2.2500 2.2500 4 MAYOTTE ISLAND 269 1.1200 1.1200 1.1200 4 MICRONESIA 691 0.8750 0.8750 0.8750 4 MOLDOVA 373 1.2300 1.2300 1.2300 4 MONGOLIA PEOP REP 976 1.6700 1.6700 1.6700 4 MONTSERRAT 809491 0.6400 0.6400 0.6400 Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 MOROCCO 210 1.0600 1.0600 1.0600 4 MOZAMBIQUE 258 0.8800 0.8800 0.8800 4 NAMIBIA 264 1.4200 1.4200 1.4200 4 NAURU 674 1.0000 1.0000 1.0000 4 NEPAL 977 1.0700 1.0700 1.0700 2 NETHERLANDS 310 0.1900 0.1900 0.1900 4 NETHERLANDS ANTIL 599 0.3650 0.3650 0.3650 4 NEVIS ISLAND 809469 0.6500 0.6500 0.6500 4 NEW CALEDONIA 687 2.1700 2.1700 2.1700 4 NEW ZEALAND 640 0.2500 0.2500 0.2500 4 NICARAGUA 505 0.6700 0.6700 0.6700 4 NIGER REPUBLIC 227 1.0600 1.0600 1.0600 4 NIGERIA 283 0.5620 0.5620 0.5620 4 NIUE 683 1.6300 1.6300 1.6300 4 NORTH KOREA 850 2.6600 2.6600 2.6600 Attachment C-10 Other International Base Rates Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 NORWAY 470 0.2100 0.2100 0.2100 4 OCEAN ATLANTIC E 871 7.5000 7.5000 7.5000 4 OCEAN ATLANTIC W 874 7.5000 7.5000 7.5000 4 OCEAN INDIAN 873 7.5000 7.5000 7.5000 4 OCEAN PACIFIC 872 7.5000 7.5000 7.5000 4 OMAN 968 0.8000 0.8000 0.8000 4 PAKISTAN 920 1.0800 1.0800 1.0800 4 PALAU REPUBLIC 680 1.0800 1.0800 1.0800 4 PANAMA 507 0.6100 0.6100 0.6100 4 PAPUA N. GUINEA 675 0.8000 0.8000 0.8000 4 PARAGUAY 287 0.8400 0.8400 0.8400 4 PERU 510 0.6600 0.6600 0.6600 3 PHILIPPINES 630 0.5700 0.5700 0.5700 3 POLAND 480 0.4200 0.4200 0.4200 4 PORTUGAL 351 0.4050 0.4050 0.4050 4 QATAR 974 0.7600 0.7600 0.7600 4 REUNION ISLAND 262 1.0700 1.0700 1.0700 4 ROMANIA 400 0.7500 0.7500 0.7500 4 RUSSIA 700 0.8950 0.8950 0.8950 4 RWANDA 250 2.6700 2.6700 2.6700 4 SAIPAN 670 0.4600 0.4600 0.4600 4 SAN MARINO 378 0.6200 0.6200 0.6200 4 SAO TOME 239 1.2000 1.2000 1.2000 4 SAUDI ARABIA 966 0.8600 0.8600 0.8600 4 SENEGAL 221 1.0500 1.0500 1.0500 4 SERBIA/MONTENEGRO 381 0.7850 0.7850 0.7850 4 SEYCHELLES 248 1.4500 1.4500 1.4500 4 SIERRA LEONE 232 1.6000 1.6000 1.6000 1 SINGAPORE 650 0.2700 0.2700 0.2700 4 SLOVAKIA 427 0.5500 0.5500 0.5500 4 SLOVENIA 386 0.7800 0.7800 0.7800 4 SOLOMON ISLANDS 677 0.8750 0.8750 0.8750 4 SOMALIA 252 2.0500 2.0500 2.0500 4 SOUTH AFRICA 270 0.5050 0.5050 0.5050 3 SPAIN 340 0.4450 0.4450 0.4450 Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 SRI LANKA 940 0.8800 0.8800 0.8800 4 ST. HELENA 290 3.4050 3.4050 3.4050 4 ST. KITTS 809465 0.6400 0.6400 0.6400 4 ST. LUCIA 809450 0.4650 0.4650 0.4650 4 ST. PIERRE 508 0.8950 0.8950 0.8950 4 ST. VINCENT 809456 0.6350 0.6350 0.6350 4 SUDAN 249 1.6500 1.6500 1.6500 4 SURINAME 597 1.2100 1.2100 1.2100 4 SWAZILAND 268 0.9300 0.9300 0.9300 1 SWEDEN 460 0.1450 0.1450 0.1450 2 SWITZERLAND 410 0.1850 0.1850 0.1850 4 SYRIAN ARABREP 963 1.0800 1.0800 1.0800 1 TAIWAN 886 0.4100 0.4100 0.4100 4 TAJIKISTAN 1.7500 1.7500 1.7500 4 TANZANIA 255 0.8550 0.8550 0.8550 Attachment C-11 Other International Base Rates Direct Grp Country Ctry Code Std Disc Econ - ---------------------------------------------------------------------------- 4 THAILAND 660 0.6300 0.6300 0.6300 4 TOGO 228 0.9700 0.9700 0.9700 4 TONGA 676 1.1700 1.1700 1.1700 4 TRINIDAD 809622 0.5500 0.5500 0.5500 4 TUNISIA 216 0.6150 0.6150 0.6150 4 TURKEY 900 0.5100 0.5100 0.5100 4 TURKMENISTAN 1.2000 1.2000 1.2000 4 TUVALU 688 1.6550 1.6550 1.6550 4 UGANDA 256 0.6800 0.6800 0.6800 4 UKRAINE 285 0.6000 0.6000 0.6000 4 UNITED A.E. 971 0.6050 0.6050 0.6050 1 UNITED KINGDOM 440 0.1300 0.1300 0.1300 4 URUGUAY 598 0.7350 0.7350 0.7350 4 UZBEKISTAN 1.1600 1.1600 1.1600 4 VANUATU 678 1.9000 1.9000 1.9000 2 VENEZUELA 580 0.3090 0.3090 0.3090 4 VIETNAM 840 0.9250 0.9250 0.9250 4 WALLIS ISL 681 4.7200 4.7200 4.7200 4 WESTERN SAMOA 685 0.7600 0.7600 0.7600 4 YEMEN 969 0.8250 0.8250 0.8250 4 ZAIRE 243 0.7000 0.7000 0.7000 4 ZAMBIA 260 0.6900 0.6900 0.6900 4 ZIMBABWE 263 1.1100 1.1100 1.1100 Note: Other International Base Rates above are not eligible for any tariff or contract discounts. Attachment C-12 Other International Toll Free Service (ITFS-US Inbound) BASE RATES COUNTRY CTRY CODE DIRECT TOLL FREE - ---------------------------------------------------------------------------- ANTIGUA 809460 $1.5000 AUSTRALIA 610 $1.3400 BAHAMAS 809321 $1.0600 BAHRAIN 973 $2.0000 BARBADOS 809228 $1.4000 BELGIUM 320 $1.4000 BERMUDA 809231 $1.1100 BOLIVIA 591 $2.2400 BRAZIL 550 $1.4600 CAYMAN ISLANDS 809945 $1.4600 CHILE 560 $1.6700 CHINA 860 $3.1200 COLOMBIA 570 $1.5700 COSTA RICA 506 $1.4500 CYPRUS 357 $1.6600 DENMARK 450 $1.5100 DOMINICAN REPUBLIC 809220 $1.1600 ECUADOR 593 $2.1600 EL SALVADOR 503 $1.8800 FINLAND 358 $1.5100 FRANCE 330 $1.5100 GERMANY 490 $1.4100 GUAM 671 $1.5700 GUATEMALA 502 $1.3100 HONG KONG 852 $1.8500 INDONESIA 620 $1.9600 IRELAND 353 $1.4100 ISRAEL 972 $1.7300 ITALY 390 $1.5100 JAMAICA 809287 $1.4700 JAPAN 810 $1.6600 KOREA (SOUTH) 820 $1.7800 COUNTRY CTRY CODE DIRECT TOLL FREE - ---------------------------------------------------------------------------- LUXEMBOURG 286 $1.4500 MALAYSIA 600 $1.7800 NETHERLAND ANTIL 599 $1.7800 NETHERLANDS 310 $1.4100 NEW ZEALAND 640 $2.0000 NICARAGUA 505 $1.8800 NORWAY 470 $1.5000 PANAMA 507 $1.3600 PHILIPPINES 630 $1.6800 PORTUGAL 351 $1.8500 SAIPAN 670 $1.7800 SAN MARINO 378 $1.5100 SINGAPORE 650 $1.7300 SOUTH AFRICA 270 $2.1900 SPAIN 340 $1.6300 SWEDEN 460 $1.3900 SWITZERLAND 410 $1.5100 TAIWAN 886 $1.5800 THAILAND 660 $1.8500 TRINIDAD 809622 $1.4100 TURKEY 900 $2.0200 UNITED KINGDOM 440 $1.1700 VENEZUELA 580 $1.8600 DISCOUNT 1 Monthly Volume of ITFS Service Direct Toll Free - ---------------------------------------------------------------------------- $0 - $999 5.0% $1,000 - $2,999 10.0% $3,000 - $4,999 15.0% $5,000 + $4,999 20.0% Attachment C-13 Interstate Adjustment (Intrastate) BASE RATES Direct Direct Toll Free State Day Eve N/W Day Eve N/W - ---------------------------------------------------------------------------- AK 0.1667 0.1667 0.1667 0.1667 0.1667 0.1667 AL 0.0747 0.0635 0.0635 0.0980 0.0779 0.0779 AR 0.0790 0.0635 0.0635 0.1337 0.1065 0.1065 AZ 0.1019 0.1019 0.1019 0.1180 0.0944 0.0918 CAa 0.0433 0.0433 0.0433 0.0580 0.0580 0.0580 CAb 0.0453 0.0453 0.0453 0.0600 0.0600 0.0600 CO 0.1134 0.1134 0.1134 0.1073 0.0973 0.0973 CT 0.0895 0.0719 0.0719 0.1087 0.0865 0.0865 DE 0.0825 0.0663 0.0663 0.1108 0.0887 0.0887 FL 0.0976 0.0976 0.0976 0.0987 0.0974 0.0974 GA 0.0747 0.0746 0.0746 0.0887 0.0708 0.0708 HI 0.1667 0.1667 0.1667 0.1667 0.1667 0.1667 IA 0.0966 0.0966 0.0966 0.1051 0.0915 0.0915 ID 0.1125 0.1125 0.1125 0.1078 0.1078 0.1078 IL 0.0790 0.0635 0.0635 0.1037 0.0829 0.0829 IN 0.0747 0.0712 0.0712 0.0965 0.0772 0.0772 KS 0.1125 0.1125 0.1125 0.1168 0.1168 0.1168 KY 0.0853 0.0684 0.0684 0.1366 0.1094 0.1094 LA 0.0772 0.0772 0.0772 0.0980 0.0779 0.0779 MA 0.0743 0.0743 0.0743 0.0808 0.0644 0.0644 MD 0.0832 0.0663 0.0663 0.0915 0.0729 0.0729 ME 0.1659 0.1659 0.1659 0.2145 0.2036 0.2036 MI 0.0761 0.0751 0.0751 0.1044 0.0829 0.0829 MN 0.1173 0.1173 0.1173 0.1144 0.0969 0.0969 MO 0.1167 0.1167 0.1167 0.1003 0.1003 0.1003 MS 0.1093 0.0874 0.0874 0.1180 0.0944 0.0944 MT 0.0891 0.0891 0.0891 0.1130 0.0941 0.0941 NC 0.1144 0.1144 0.1144 0.0944 0.0912 0.0912 ND 0.0993 0.0993 0.0993 0.1073 0.1053 0.1053 NE 0.1032 0.1032 0.1032 0.1108 0.1012 0.1012 NH 0.1050 1.1007 1.1007 0.1423 0.1423 0.1423 NJ 0.0839 0.0829 0.0829 0.0867 0.0867 0.0867 NM 0.1234 0.1095 0.1095 0.1258 0.1186 0.1186 Direct Direct Toll Free State Day Eve N/W Day Eve N/W - ---------------------------------------------------------------------------- NV 0.0776 0.0620 0.0620 0.1144 0.0915 0.0872 NY 0.0888 0.0842 0.0842 0.1087 0.0883 0.0883 OH 0.0846 0.0760 0.0760 0.1130 0.0901 0.0901 OK 0.0867 0.0762 0.0762 0.1316 0.1051 0.1051 OR 0.0904 0.0904 0.0904 0.0987 0.0787 0.0787 PA 0.0891 0.0891 0.0891 0.1030 0.0928 0.0928 RI 0.0776 0.0620 0.0620 0.1037 0.1001 0.1001 SC 0.1089 0.1089 0.1089 0.1087 0.0927 0.0927 SD 0.0825 0.0696 0.0696 0.1144 0.0915 0.0915 TN 0.1050 0.1022 0.1022 0.1180 0.0944 0.0944 TX 0.1138 0.1138 0.1138 0.0865 0.0865 0.0865 UT 0.0956 0.0956 0.0956 0.1051 0.0837 0.0837 VA 0.0874 0.0740 0.0740 0.0922 0.0736 0.0736 VT 0.1364 0.1364 0.1364 0.1144 0.1007 0.1007 WA 0.1022 0.1022 0.1022 0.0894 0.0867 0.0867 WI 0.0832 0.0704 0.0704 0.1001 0.0801 0.0801 WV 0.0776 0.0753 0.0753 0.1022 0.0815 0.0815 WY 0.1448 0.1448 0.1448 0.1491 0.1491 0.1491 a. Interstate Adjustment Base Rate for California Intrastate/Intralata traffic. b. Interstate Adjustment Base Rate for California Intrastate/Interlata traffic. c. Discount 1 calculated based on Intrastate usage rated at Interstate Adjustment base rates (for all 50 states) at the billing hierarchy Product level (level 4). DISCOUNT 1 Discount 1 Monthly Direct Direct Toll Free Volume of Service Day Eve N/W Day Eve N/W - ---------------------------------------------------------------------------- $0 - $1,499 0% 0% 0% 0% 0% 0% $1,500 - $4,999 3% 3% 3% 3% 3% 3% $5,000 - $19,999 5% 5% 5% 5% 5% 5% $20,000 + 8% 8% 8% 8% 8% 8%