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HomeMy WebLinkAbout4565 Con-tract Number: Vendor: Subject: Department: File Clas's: Begin Date: End Date: Review Date: Vault Date: Comments: 4565 QWEST Loyal Advantage Electronics LEG 12-1 04/17/2006 04/16/2010 02/01/2010 Fully executed agreement never received FAX request for copy sent 8/16/06 Automatic renewal for periods equal to initial term Termination 30 days after receipt of notice QWEST LOYAL ADVANTAGE"" AGREEMENT This Qwest Loyal Advantage Agreement ("Agreement") is between Qwest Communications Corporation ("Qwest" or "QCC") and City of Bremerton ("Customer") and is effective on the date QCC signs it ("Effective Date"). If Qwest Interprise America, Inc.'s ("QIA") CPE Terms are attached to this Agreement, the QCC signature on this Agreement means that QCC is acting as QIA's agent for those terms. The offer contained in this document is nly valid through April 30, 2006, and will expire if Customer does not execute and deliver the Agreement to QCC on or before th a. CUSTO : Ci of Bremert QWEST COMMUNICATIONS CORPORATION By: Name: Title: Date: By: Name: Title: Director. Offer Manaqement Date: 1. Services. QCC will provide, and Customer will purchase, the services ("Services") set forth in service exhibits attached hereto ("Service Exhibits"). Except for OneFlex@ Integrated Access Service, QCC will not be responsible for coordinating Customer's local access if the Local Access Service Exhibit is not included in this Agreement, and Customer will be solely responsible for all local access and all associated costs. Customer represents and warrants that it will not resell the Services and that its use of the Services will comply with all applicable laws. The parties agree that any notation to the "Qwest Total Advantage@ Agreement" or "QTA Discount" on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. The Service Exhibits attached hereto as of the Effective Date are: . Domestic Voice Service Exhibit . International Voice Informational Pricing Sheet . Local Access Service Exhibit 2. Term. Customer selects the following "Initial Term" of the Agreement: one year ("Initial Term"), 600051 code. (QLAGESZ). At the end of the Initial Term, this Agreement will automatically renew for consecutive renewal periods equal to the Initial Term (a "Renewal Term") if not terminated earlier in accordance with this Agreement. The Initial Term and each Renewal Term are referred to as the "Term." 3. Rates. QCC will provide the Services at the rates as set forth in the Service Exhibit or Order Form associated with the then-current Term. Notwithstanding anything to the contrary in this Agreement or in a Service Exhibit, the domestic rates expressly set forth in a Service Exhibit will be fixed during the Initial Term. Upon the renewal of the Agreement, QCC may apply: (a) its then current rates to Customer's existing ordered Services and will fix those rates during the Renewal Term; and (b) its then current rates in effect at the time a new Service or a different grade of an existing Service is ordered and will fix those rates during the Renewal Term. The foregoing, however, will not apply to intemational rates or limit QCC's right to change the rates for Service at any time for changes . based upon Regulatory Activity. "Regulatory Activity" means any regulation and/or ruling, including modifications thereto, by any regulatory agency, legislative body or court of competent jurisdiction. If Regulatory Activity causes an increase in the rates for Customer's ordered Services that materially and adversely affects Customer, then Customer may terminate the affected Service upon 30 days prior written notice to QCC without liability for Cancellation Charges for the affected Service, provided, however that Customer: (c) provides such notice within 30 days after the increase occurs; and (d) provides QCC 30 days to cure such increase. If Customer does not provide QCC such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. The rates described in the attached Service Exhibits are in lieu of all other rates, discounts and/or promotions. No other discounts or promotions apply. 4. Payment. Customer must pay QCC all charges within 30 days from the invoice date. Any amount not paid when due will be subject to late interest at the lesser of the rate of 1%% per month or the highest rate permitted by applicable law. Customer must also pay QCC any applicable Taxes assessed in connection with Customer's Services. QCC may reasonably modify the payment terms or require other assurance of payment based on Customer's payment history or a material and adverse change in Customer's financial condition. 5. Disclaimer of Warranties. EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN A SERVICE EXHIBIT, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QCC, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICES. QCC DISCLMMS: (A) ANY LIABILITY FOR LOSS, DAMAGE, OR INJURY TO ANY PARTY AS A RESULT OF ANY CPE; AND (B) ALL WARRANTIES FOR CPE. 6. Limitation of Liability. (a) NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH CLAIM WILL BE LIMITED TO: (A) THOSE REMEDIES SET FORTH IN THE APPLICABLE SERVICE LEVEL AGREEMENT; OR (B) IF NO SERVICE LEVEL AGREEMENT APPLIES TO THE AFFECTED SERVICE, THE TOTAL MRCs OR USAGE CHARGES PAID BY CUSTOMER TO QCC FOR THE AFFECTED SERVICE IN THE ONE MONTH IMMEDIATELY PRECEDING THE OCCURRENCE OF OMR #1109027 (QLAGESZ) Page 1 Copyright @ 2005 Qwest. All Rights Reserved CONFIDENTIAL v1.100505 aWEST LOYAL ADVANTAGE'" AGREEMENT THE EVENT GIVING RISE TO THE CLAIM. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL MRCs AND USAGE CHARGES PAID BY CUSTOMER TO QCC UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM ("DAMAGE CAP"). Notwithstanding the foregoing, the limitation of liability in this Section and the Damage Cap will not apply to: (a) a party's indemnification obligations; and (b) Customer's payment obligation for all charges under this Agreement, including without limitation, Service charges, Taxes, interest, Early Termination Charges, and Service Cancellation Charges. (b) Any claim or dispute arising out of or relating to this Agreement must be brought within two years after the cause of action arises. 7. Personal Injury, Death, and Property Damage. To the extent permitted under law, each party will be responsible to the other party for the actual, physical damages directly caused by its negligent acts or omissions in the course of its performance under this Agreement, limited to damages resulting from personal injury or death to a party's employees (if not covered under applicable workers' compensation laws) and loss or damage to a party's personal tangible property. Damages under this Section will be subject to the limitation of liability in this Agreement but not the Damage Cap. 8. Indemnification. To the extent permitted under law, each party will defend and indemnify the other party, its Affiliates, agents, and contractors against all third party claims, liabilities, costs, and expenses, including reasonable attorneys' fees, involving personal injury or death to persons or loss or damage to personal tangible property resulting from the gross negligence or willful misconduct of the indemnifying party; provided, however, the foregoing indemnification will not apply to any claims made by employees that are covered under applicable workers' compensation laws. Furthermore, to the extent permitted under law, Customer will defend and indemnify QCC, its Affiliates, agents, and contractors against all third party claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to the use, modification, or resale of the Services by Customer or End Users, including any violation of the AUP. 9. Termination. Either party may terminate a Service in accordance with the applicable Service Exhibit. Either party may terminate this Agreement: (a) by providing written notice of termination to the other party at least 30 days prior to the expiration of the then current Term; or (b) for Cause; provided that if Customer is terminating this Agreement for Service related claims, Cause exists where there is cause to terminate all or substantially all of the Services in accordance with the applicable service level agreements or Service Exhibits. If Customer terminates this Agreement under subsection (a) of the immediately preceding sentence before the expiration of any individual service term for a particular Service described in a Service Exhibit, the applicable Cancellation Charge for the Service will apply. If, prior to the conclusion of the Term, this Agreement is terminated either by QCC for Cause or by Customer for any reason other than Cause, then Customer will also pay to QCC: (a) an Early Termination Charge; and (b) any applicable Service Cancellation Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 10. Confidentiality; Publicity. Except to the extent required by an open records act or similar law, neither party will, without the prior written consent of the other party: (a) issue any public announcement regarding, or make any other disclosure of the terms of, this Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Such consent may only be given on behalf of Qwest by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing party gives the non-disclosing party reasonable prior written notice. 11. Dispute Resolution; Governing Law. The parties shall attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or related to this Agreement. Either party may initiate negotiations by providing a written notice to the other party setting forth the dispute and the relief requested. If the parties are unable to resolve such dispute within a reasonable period of time, either party may commence a civil action in a court of competent jurisdiction located, at the option of the moving party, in either: (a) the place of business of the other party, as indicated in the address to which required notices must be sent; or (b) in Denver, Colorado. To the extent the Communications Act of 1934 does not govern, this Agreement shall be governed by the laws of the state in which the Customer's principal office is located without regard to its choice of law principles. Notwithstanding the above, any action by QCC to collect payment for services may be commenced in Denver, Colorado. Each party hereby expressly waives its right to a trial by jury and consents to the jurisdiction of such courts for the purposes described in this Section. Such court shall not award any indirect, incidental, special, reliance, punitive, or consequential damages, including damages for lost profits. Each party shall bear the cost of preparing and presenting its own claims and/or defenses (including its own attorneys' fees). 12. Non-Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations, including but not limited to applying for Universal Service Fund Discounts as described in the Federal Communications Commission Docket No. 96-45; (c) Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by QCC), Customer may terminate this Agreement without incurring an Early Termination Charge or Cancellation Charges by giving QCC not less than 30 days prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by QCC through the date of termination. OM R #1109027 (QLAGESZ) Page 2 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT 13. Notices. (a) Required Notices. Customer's current address, facsimile number, and person designated for notices are: . Except as otherwise provided herein, all 'required notices to- QCC must be in writing and sent to 1801 California Street, Suite 900, Denver, Colorado 80202; Facsimile #: (888) 778-0054; Attn.: Legal Department, and to Customer at its then current address as reflected in QCC's records (if different than what is stated in this Section); Attn.: General Counselor other person designated for notices. Except as otherwise provided herein or in a Service Exhibit, all notices will be deemed given: (i) when delivered in person to the recipient named above; (ii) three business days after delivered via regular U.S. Mail; (iii) when delivered via overnight courier mail; or (iv) when delivered by facsimile so long as duplicate notification is also sent by regular U.S. Mail. (b) Service Termination Notices. Customer's notice of termination for Services must be sent via mail, facsimile or e-mail to: Qwest, Attn.: Dublin Service Center, GBM Disconnects, 6000 Parkwood Place, 5th Floor Disconnect Center, Dublin, OH 43017, FAX: 866.887.6633, e-mail: GBMdisconnects@qwest.com. Such termination will be effective 30 days after QCC's receipt of the notice, unless a longer period is otherwise required. 14. General. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of QCC, which consent will not be unreasonably withheld. This Agreement is intended solely for QCC and Customer and it will not benefit or be enforceable by any other person or entity, including without limitation, End Users. If any term of this Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and the remaining terms will remain in effect. Except as specifically stated in a Service Exhibit, neither party's failure to insist upon strict performance of any provision of this Agreement will be construed as a waiver of any of its rights hereunder. All terms of this Agreement that should by their nature survive the termination of this Agreement will so survive. In the event of a conflict in any term of any documents that govern the provision of Services hereunder, the following order of precedence will apply in descending order of control: a Service Exhibit, this Agreement, and any Order Form. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by a Force Majeure Event. This Agreement, any applicable Service Exhibit, and any Order Forms hereunder constitute the entire agreement between Customer and QCC with respect to the subject matter hereof, and supersede all prior oral or written agreements or understandings relating to the subject matter hereof. Except for Service modifications initiated by QCC or as set forth in a Service Exhibit, all amendments to this Agreement must be in writing and signed by the parties' authorized representatives. QCC reserves the right at any time to reject any handwritten change to this Agreement. 15. Definitions. "Affiliate" means any entity controlled by, controlling, or under common control with a party. "AUP" means the Qwest Acceptable Use Policy, which is posted at http://www.qwest.com/leqal/. "Cancellation Charge" means: (a) early termination charges that apply to a particular Service if the Service is terminated prior to the expiration of the service term as described in the Service Exhibit; and (b) charges incurred by QCC from any third party provider. "Cause" means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) in the event of a payment default by Customer, within five days of separate written notice from QCC notifying Customer of such default; or (b) in the event of any other material breach; within 30 days of written notice (unless a different notice period is specified in this Agreement). "Confidential Information" means any information that is not generally available to the public, whether of a technical, business, or other nature and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; and/or (b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosure. Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving party or is already known or is independently developed by the receiving party. "CPE" means any customer equipment, software, and/or other materials of Customer used in connection with the Service. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End Users" means Customer's members, end users, customers, or any other third parties who utilize or access the Services or the QCC network via the Services provided hereunder. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire,flood, labor strike, sabotage, fiber cut not caused by QCC, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. "MRC" means monthly recurring charges. "NRC" means nonrecurring charges. "Order Form" means order request forms issued by QCC. "Taxes" means foreign, federal, state and local taxes, surcharges, and other similar charges. Option Z Pricino Used (for Owest Billino purposes). OMR #1109027 (QLAGESZ) Page 3 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT 1. Definitions. Except as set forth in this section or elsewhere in this Service Exhibit, capitalized terms will have the definitions assigned to them in the Agreement. Owest will provide Voice Services ("Service") pursuant to the terms and conditions of the Agreement, Services Schedule, Tariff, and this Service Exhibit. "CPNI" means confidential billing and usage-related information about the quantity, technical configuration, type, destination, location and amount of use of Customer's telecommunications services. "Services Schedule" means the Owest Rate and Services Schedule Interstate No. 5 found at http://www.qwest.com and at 1801 Califomia Street, 1 st Floor Reception Area, Denver, CO. "Tariff' means the Owest state tariffs that apply when traffic over the Service is less than or equal to 10% interstate usage. References to Services Schedule herein will mean Tariff when a Tariff governs the Service. 2. Voice Service Description. Voice Service consists of Domestic Long Distance, Domestic Toll Free, Domestic worldcard@ and Domestic Directory Assistance Services. Domestic Long Distance Service is available both Interstate and Intrastate, through switched and dedicated facilities. Toll Free Services is also available through switched or dedicated facilities. Owestis required by the FCC to state in this Service Exhibit that Customer is prohibited from using any Toll Free telephone number, or other telephone number advertised or widely understood to be Toll Free, in a manner that would violate FCC rule 47 CFR 64.1504. worldcard offers domestic calling card services available either Interstate or Intrastate and is available through switched access only. Directory Assistance offers one rate to Voice Service customers domestically. The Service is subject to the SLA in the Services Schedule that is effective as of the first day of the second month after initial installation of Service. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. worldcard offers domestic calling card services available either interstate or intrastate and is available through switched access only. worldcard is offered with three options: 1) the standard option includes Owest's trademarks and telephone number; 2) the "cologo" option includes Owest's and Customer's names and trademarks and/or logos and will include either Owest's or Customer's telephone number; and 3) the "private label" option only includes Customer's names trademarks and/or logos and will include either Owest's or Customer's telephone number. If Customer selects the cologo or private label worldcard options, then Customer grants Owest permission to create a card using Customer's name, trademarks and/or logos as provided to Owest by Customer. Customerfurther agrees that even though Customer's name, trademarks, logo and/or phone number may appear on the cards, except for Customer's rights in its name, trademarks, and/or logo, Owest will be sole owner of all right and title in and to all intellectual property associated with the cards and the worldcard service. Furthermore, if Customer selects either the cologo or private label cards, then Customer agrees to indemnify and hold Owest harmless for any costs, fees, damages, or expenses of any sort incurred by Owest as a result of claims arising from Owest's use of Customer's name, trademarks or logo in accordance with this Agreement. In addition to the other worldcard charges listed herein, Customer will pay to Owest any set-up charges associated with the design and production of the cologo and private label cards. Owest will notify Customer of the total amount of set-up charges prior to production of the cards. If Customer objects to the set-up charges, then the parties will work together to create a less expensive design than originally requested by Customer (this sentence and the previous sentence combined constitute the "Set-up Process"). If Customer revokes the use of its mark for the cologo or private label cards or requests new cards due to its mark changing, then Customer must cease using those cards and Owest will issue replacement cards that either do not include Customer's mark or contain the new mark, as appropriate. The Set-up Process will apply to the replacement cards and Customer will pay Owest the set-up charges for the replacement cards. . (a) The Services Schedule applicable to Service is incorporated by reference and made a part of this Service Exhibit. Owest may change the Services Schedule at any time and such change will be effective upon being posted in the Services Schedule. Customer represents and warrants that as of the Effective Date, Customer has accessed, read, and understands the Services Schedule. The Service is also subject to the Communications Act of 1934, as amended. (b) Owest will have access to certain CPNI. Under federal law, Customer has a right to, and Owest has a duty to protect, the confidentiality of CPNI. CPNI may be useful to tailor services to Customer and to enhance Owest's ability to meet Customer's needs. Customer expressly authorizes Owest, its Affiliates, or its sales representatives to use CPNI to determine if Customer could benefit from other services offered by Owest and its Affiliates, and market them to Customer. Customer may withdraw its authorization at any time by informing Owest in writing. Any such withdrawal will not affect the quality of Service provided hereunder. (c) In the event of a conflict in any term of any documents that govern the provision of Service hereunder, the following order of precedence will apply in descending order of control: Tariff, Service Exhibit, Agreement, Services Schedule, and any Order Form. 3. Ordering Service. Owest will provide the Service only if: (a) there is a valid, accurate Order Form signed by Customer; (b) adequate capacity is available; and (c) Owest accepts the Order Form. Owest reserves the right to reject any Order Form in its reasonable discretion. OMR #1109027 (OLAGESZ) Page 4 CONFIDENTIAL Copyright @ 2005 Owest. All Rights Reserved v1 .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT 4. Rates. The Base Rates for the Voice Services listed below include the discounts, if any, associated with the Agreement. The Charges for each component of Service commence within five days of Qwest's notification to Customer that the Service component is provisioned and ready of use. Charges for Service during a Renewal Term will be the rates in effect at time of renewal for existing Service, or the charges in effect at the time of order for new or changed Service. The charges for such Service will be fixed for the Renewal Term. The rates set forth herein do not include costs associated with local access. Ori ination - Termination Switched - Dedicated Switched - Switched Ori ination - Termination Switched - Switched Per Call Surchar e from Non-Pa hone Per Call Surcharges from Payphone $0.0420 $0.2500 $0.2500 plus $0.5500 surchar e er a hone call 5. Intrastate Rates (if ordered). The rates for the intrastate Voice Services listed below are for illustrative purposes only and are the rates in effect as of the Effective Date. The rates as set forth below will be fixed for the Initial Term as set forth in the Agreement. Charges for Service during a Renewal Term will be the rates in effect at time of renewal for existing Service, or the charges in effect at the time or order for new or changed Service. The charges for such Service will be fixed for the Renewal Term. The rates set forth herein do not include costs associated with local access and are not eligible for any additional discounts. Washin ton Discount percentage off tariffed rate 40.76% 0% 24.69% Intrastate and intraLATA worldcard Service. $0.0420 $0.2500 $0.2500 plus $0.5500 surcharge per payphone call-all states, except: $0.4900 surcharge-Colorado $0.5000 surcharge-Maryland, Mississippi, and South Carolina $0.3000 surchar e-Washin ton Ori ination - Termination Switched - Switched Per Call Surchar e from Non-Pa hone Per Call Surcharges from Payphone 6. Term. The term of this Exhibit will begin upon the Effective Date of the Agreement (or, if applicable, an amendment to the Agreement if Customer adds this Exhibit after the Effective Date of the Agreement) and will continue until the expiration or termination of the last to expire (or tenminate) Service ordered hereunder. - OMR #1109027 (QLAGESZ) Page 5 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1 .100505 QWEST lOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET 1. Scope and Definitions. This International Voice Informational Pricing Sheet ("Pricing Sheet") is provided for informational purposes only. Qwest will provide Voice Services ("Service") pursuant to the terms and conditions of the Qwest Loyal Advantage Agreement ("Agreement"), Services Schedule, and the Tariff, and not this Pricing Sheet. Except as set forth in this section or elsewhere in this Pricing Sheet, capitalized terms will have the definitions assigned to them in the Agreement. "CPNI" means confidential billing and usage-related information about the quantity, technical configuration, type, destination, location and amount of use of Customer's telecommunications services. "Services Schedule" means the Qwest Rate and Services Schedules Interstate No. 5 and International No. 2 found at http://www.qwest.comandat1801CalifomiaStreet.1stFloorReceptionArea.Denver.CO. 2. International Voice Service Description. International Voice Service consists of International Outbound Long Distance, International Toll Free and International worldcard@. Except where specified otherwise, for international outbound voice service, the rates specified herein will only apply to international outbound voice service originating in the U.S. (subject to availability) and terminating internationally using land-line facilities and will not apply to international outbound voice service terminating internationally using cellular facilities or, for international inbound voice service, the rates specified herein will only apply to international inbound voice service originating internationally using land-line and cellular facilities. However, airtime is charged for mobile calls. (a) The Services Schedule applicable to Service is incorporated by reference and made a part of this Service Exhibit. Qwest may change the Services Schedule at any time and such change will be effective upon being posted in the Services Schedule. The Service is also subject to the Communications Act of 1934, as amended. (b) Qwest will have access to certain CPNI. Under federal law, Customer has a right to, and Qwest has a duty to protect, the confidentiality of CPNI. CPNI may be useful to tailor services to Customer and to enhance Qwest's ability to meet Customer's needs. Customer expressly authorizes Qwest, its Affiliates, or its sales representatives to use CPNI to determine if Customer could benefit from other services offered by Qwest and its Affiliates, and market them to Customer. Customer may withdraw its authorization at any time by informing Qwest in writing. Any such withdrawal will not affect the quality of Service provided hereunder. (c) In the event of a conflict in any term of any documents that govern the provision of Service hereunder, the following order of precedence will apply in descending order of control: Service Exhibit, Agreement, Services Schedule, and any Order Form. 3. Ordering Service. Qwest will provide the Service only if: (a) there is a valid, accurate Order Form signed by Customer; (b) adequate capacity is available; and (c) Qwest accepts the Order Form. Qwest reserves the right to reject any Order Form in its reasonable discretion. 4. Rates. The following per minute rates, country/mobile codes and charges are provided for informational purposes only, but should reflect the applicable rates as of the Effective Date of the underlying Agreement. The rates for International Voice Service are controlled by the Services Schedule and are subject to change. The rates set forth herein do not include costs associated with local access. Customer will receive the then current Services Schedule discount applicable to the Renewal Term during any Renewal Term. All rates below are quoted in increments and will be billed in the following initial and incremental time periods based on traffic type: 30 seconds 60 seconds 60 seconds 60 seconds 60 seconds 60 seconds 60 seconds 60 seconds 30 seconds 30 seconds 30 seconds OMR #1109027 (QLAGESZ) Page 6 CONFIDENTIAL 6 seconds 60 seconds 60 seconds 60 seconds 60 seconds 60 seconds 60 seconds 60 seconds 6 seconds 6 seconds 6 seconds Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET International Toll Free Service "ITFS"/Universallnternational Freephone Number "UIFN" billing increments: Inbound International excludin Inbound Canada to US Inbound US to Canada Inbound Canada to Canada Inbound Mexico to US 4.1 International Outbound Long Distance. 30 seconds 30 seconds 30 seconds 30 seconds 60 seconds 6 seconds 6 seconds 6 seconds 6 seconds 60 seconds Afghanistan Albania Albania - Mobile/Special Services Algeria Algeria - Mobile/Special Services American Samoa American Samoa - Mobile/Special Services Andorra Andorra - Mobile/Special Services Angola Angola - Mobile/Special Services Anguilla Anguilla - Mobile/Special Services Antarctica Antigua Antigua - Mobile/Special Services Argentina Argentina - Mobile/Special Services Armenia Armenia - Mobile/Special Services Aruba Aruba - Mobile/Special Services Ascension Island Australia Australia - Mobile/Special Services Austria Austria - Mobile/Special Services Azerbaijan Azerbaijan - Mobile/Special Services OMR #1109027 (QLAGESZ) $0.8535 $0.4104 $0.3243 $0.3528 $0.3888 $0.2304 $0.2880 $0.1680 $0.3494 $0.5256 $0.5616 $0.3024 $0.3321 $0.5850 $0.2671 $0.4230 $0.1125 $0.3454 $0.4464 $0.4824 $0.2304 $0.2664 $1.1224 $0.0614 $0.2538 $0.1066 $0.3248 $0.4976 $0.4976 $0.8355 $0.3924 $0.3063 $0.3348 $0.3708 $0.2124 $0.2700 $0.1500 $0.3314 $0.5076 $0.5436 $0.2844 $0.3141 $0.5670 $0.2491 $0.4050 $0.0945 $0.3274 $0.4284 $0.4644 $0.2124 $0.2484 $1.1044 $0.0434 $0.2358 $0.0886 $0.3068 $0.4796 $0.4 796 Page 7 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Bahamas Bahamas - Mobile/Special Services Bahrain Bahrain - Mobile/Special Services Bangladesh Bangladesh - Mobile/Special Services Barbados Barbados - Mobile/Special Services Belarus Belarus - Mobile/Special Services Belgium Belgium - Mobile/Special Services Belize Belize - Mobile/Special Services Benin Benin - Mobile/Special Services Bermuda Bermuda - Mobile/Special Services Bhutan Bhutan - Mobile/Special Services Bolivia Bolivia - Mobile/Special Services Bosnia & Herzegovina Bosnia & Herzegovina - Mobile/Special Services Botswana Botswana - Mobile/Special Services Brazil Brazil - Mobile/Special Services British Virgin Islands British Virgin Islands - Mobile/Special Services Brunei Brunei - Mobile/Special Services Bulgaria Bulgaria - Mobile/Special Services Burkina Faso Burkina Faso - Mobile/Special Services Burundi Burundi - Mobile/Special Services Cambodia Cambodia - Mobile/Special Services Cameroon Cameroon - Mobile/Special Services Canada OMR #1109027 (QLAGESZ) $0.1440 $0.1980 $0.3816 $0.4176 $0.4241 $0.6247 $0.3024 $0.3370 $0.4230 $0.4500 $0.0540 $0.2970 $0.3816 $0.5542 $0.3384 $0.4680 $0.1872 $0.2232 $0.7584 $0.8280 $0.2873 $0.3869 $0.3010 $0.4032 $0.3240 $0.3960 $0.1440 $0.3022 $0.2376 $0.1917 $0.3816 $0.4176 $0.2520 $0.3348 $0.4176 $0.4680 $0.8208 $0.3448 $0.9216 $0.9576 $0.3967 $0.5929 $0.0449 $0.1260 $0.1800 $0.3636 $0.3996 $0.4061 $0.6067 $0.2844 $0.3190 $0.4050 $0.4320 $0.0360 $0.2790 $0.3636 $0.5362 $0.3204 $0.4500 $0.1692 $0.2052 $0.7404 $0.8100 $0.2693. $0.3689 $0.2830 $0.3852 $0.3060 $0.3780 $0.1260 $0.2842 $0.2196 $0.1737 $0.3636 $0.3996 $0.2340 $0.3168 $0.3996 $0.4500 $0.8028 $0.3268 $0.9036 $0.9396 $0.3787 $0.5749 $0.0269 Page 8 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Cape Verde Islands Cape Verde Islands - Mobile/Special Services Cayman Islands Cayman Islands - Mobile/Special Services Central African Republic Central African Republic - Mobile/S ecial Services Chad Chad - Mobile/Special Services Chile Chile - Mobile/Special Services China China - Mobile/Special Services Christmas & Cocos Islands Colombia Colombia - Mobile/Special Services Comoros Comoros - Mobile/Special Services Congo, Republic of Cook Islands Cook Islands - Special Services Costa Rica Costa Rica - Mobile/Special Services Croatia Croatia - Mobile/Special Services Cuba Cuba - Guantanamo Bay Cyprus Cyprus - Mobile/Special Services Czech Republic Czech Republic - Mobile S ecial/Services Denmark Denmark - Mobile/Special Services Diego Garcia Djibouti Djibouti - Mobile/Special Services Dominica Dominica - Mobile/Special Services Dominican Republic Dominican Republic - Mobile/Special Services East Timor Ecuador Ecuador - Mobile/Special Services Egypt Egypt - Mobile Special/Services OMR #1109027 (QLAGESZ) $0.4770 $0.6030 $0.2160 $0.2430 $0.7942 $0.8280 $1.2494 $0.8972 $0.1632 $0.3402 $0.1642 $0.2664 $0.1366 $0.1778 $0.3096 $0.6696 $0.6480 $0.5292 $5.4000 $4.6980 $0.2268 $0.2628 $0.2873 $0.3606 $0.9180 $1.0080 $0.3024 $0.4102 $0.2376 $0.3246 $0.1080 $0.2880 $2.7180 $0.5263 $0.7063 $0.3134 $0.4230 $0.1778 $0.2160 $1.3500 $0.2668 $0.3672 $0.3283 $0.4608 $0.4590 $0.5850 $0.1980 $0.2250 $0.7762 $0.8100 $1.2314 $0.8792 $0.1452 $0.3222 $0.1462 $0.2484 $0.1186 $0.1598 $0.2916 $0.6516 $0.6300 $0.5112 $5.3820 $4.6800 $0.2088 $0.2448 $0.2693 $0.3426 $0.9000 $0.9900 $0.2844 $0.3922 $0.2196 $0.3066 $0.0900 $0.2700 $2.7000 $0.5083 $0.6883 $0.2954 $0.4050 $0.1598 $0.1980 $1.3500 $0.2488 $0.3492 $0.3103 $0.4428 Page 9 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGEā„¢ AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET EI Salvador $0.2189 $0.2009 EI Salvador - Mobile/Special Services $0.2518 $0.2338 Equatorial Guinea $0.9648 $0.9468 Equatorial Guinea - Mobile/Special $1.0080 $0.9900 Services Eritrea $0.6703 $0.6523 Estonia $0.3096 $0.2916 Estonia - Mobile/Special Services $0.4918 $0.4738 Ethiopia $0.6120 $0.5940 Ethiopia - Mobile/Special Services $0.6480 $0.6300 Faeroe Islands $0.2760 $0.2580 Falkland Islands (Islas Malvinas) $1.1250 $1.1070 Fiji Islands $0.5220 $0.5040 Fiji Islands - Mobile/Special Services $0.6539 $0.6359 Finland $0.1080 $0.0900 Finland - Mobile Special/Services $0.2340 $0.2160 France $0.0540 $0.0360 France - Mobile/Special Services $0"2662 $0.2482 French Antilles (inc!. Martinique) $0.2736 $0.2556 French Guiana $0.3564 $0.3384 French Guiana - Mobile/Special $0.4680 $0.4500 Services French Polynesia $0.4976 $0.4796 Gabon Republic $0.4248 $0.4068 Gabon Republic - Mobile/Special $0.4608 $0.4428 Services Gambia $0.3672 $0.3492 Gambia - Mobile/Special Services $0.5189 $0.5009 Georgia $0.5294 $0.5114 Georgia - Mobile/Special Services $0.5506 $0.5326 Germany $0.0540 $0.0360 Germany - Mobile/Special Services $0.2970 $0.2790 Ghana $0.3312 $0.3132 Ghana - Mobile/Special Services $0.3672 $0.3492 Gibraltar $0.3812 $0.3632 Gibraltar- Mobile/Special Services $0.4342 $0.4162 Greece $0.1300 $0.1120 Greece - Mobile Special/Services $0.2662 $0.2482 Greenland $0.7650 $0.7470 Greenland - Mobile/Special Services $0.7650 $0.7470 Grenada $0.3254 $0.3074 Grenada - Mobile/Special Services $0.3614 $0.3434 Guadeloupe $0.2808 $0.2628 Guadeloupe - Mobile/Special Services $0.4630 $0.4450 Guatemala $0.2189 $0.2009 Guatemala - Mobile/Special Services $0.3276 $0.3096 OMR #1109027 (QLAGESZ) Page 10 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Guinea Guinea - Mobile/Special Services Guinea-Bissau Guinea-Bissau - Mobile/Special Services Guyana Guyana - Mobile/Special Services Haiti Haiti - Mobile Haiti - Special Services Honduras Honduras - Mobile/Special Services Hong Kong Hong Kong - Mobile/Special Services Hungary Hungary - Mobile/Special Services Iceland Iceland - Mobile/Special Services India India - Mobile/Special Services Indonesia Indonesia - Mobile/Special Services INMARSAT - 870 INMARSAT - Atlantic East INMARSAT - Atlantic West INMARSAT - Indian INMARSAT - Pacific International Networks Iran Iran - Mobile/Special Services Iraq Ireland Ireland - Mobile/Special Services Iridium Israel Israel - Mobile/Special Services Italy Italy - Mobile/Special Services Ivory Coast Ivory Coast - Mobile/Special Services Jamaica Jamaica - Mobile/Special Services Japan Japan - Mobile/Special Services Jordan Jordan - Mobile/Special Services $0.4320 $0.5758 $1.4189 $2.2500 $0.5280 $0.6075 $0.3706 $0.4342 $0.5400 $0.4500 $0.5220 $0.1150 $0.1656 $0.0836 $0.3502 $0.2520 $0.3745 $0.2610 $0.4176 $0.1215 $0.3238 $6.3000 $6.3000 $6.3000 $6.3000 $6.3000 $4.2353 $0.4651 $0.6264 $0.7835 $0.1080 $0.3150 $3.6529 $0.0630 $0.1726 $0.0529 $0.2835 $0.5335 $0.6408 $0.3215 $0.4553 $0.0656 $0.3023 $0.4651 $0.5352 OMR #1109027 (QLAGESZ) $0.4140 $0.5578 $1.3976 $2.2320 $0.5100 $0.5895 $0.3526 $0.4162 $0.5220 $0.4320 $0.5040 $0.0970 $0.1476 $0.0656 $0.3322 $0.2340 $0.3565 $0.2430 $0.3996 $0.1035 $0.3058 $6.2820 $6.2820 $6.2820 $6.2820 $6.2820 $4.2142 $0.4471 $0.6084 $0.7709 $0.0900 $0.2970 $3.6318 $0.0450 $0.1546 $0.0349 $0.2655 $0.5155 $0.6228 $0.3035 $0.4246 $0.0476 $0.2753 $0.4471 $0.5172 Page 11 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Kazakhstan Kazakhstan - Mobile/Special Services Kenya Kenya - Mobile/Special Services Kiribati Kiribati - Mobile/Special Services Korea, North Korea, South Korea, South - Mobile/Special Services Kuwait Kuwait - Mobile/Special Services Kyrgyzstan Kyrgyzstan - Mobile/Special Services Laos Laos - Mobile/Special Services Latvia Latvia - Mobile/Special Services Lebanon Lebanon - Mobile/Special Services Lesotho Lesotho - Mobile/Special Services Liberia Liberia - Mobile/Special Services Libya Libya - Mobile/Special Services Liechtenstein Liechtenstein - Mobile/Special Services Lithuania Lithuania - Mobile/Special Services Luxembourg Luxembourg - Mobile/Special Services Macau Macau - Mobile/Special Services Macedonia Macedonia - Mobile/Special Services Madagascar Madagascar - Mobile/Special Services Malawi Malawi - Mobile/Special Services Malaysia Malaysia - Mobile/Special Services Maldives Maldives - Mobile/Special Services Mali Republic Mali Republic - Mobile/Special Services OMR #1109027 (QLAGESZ) $0.1984 $0.2650 $0.4320 $0.4680 $0.9212 $1 .1250 $0.8208 $0.1222 $0.1510 $0.3830 $0.5328 $0.2531 $0.4658 $0.8304 $1.0397 $0.3010 $0.4492 $0.4378 $0.5198 $0.4392 $0.4752 $0.3312 $0.6982 $0.4464 $0.5580 $0.1300 $0.1958 $0.3010 $0.4953 $0.1080 $0.3150 $0.4024 $0.4464 $0.3096 $0.4230 $1.2672 $1.3032 $0.3456 $0.3816 $0.0667 $0.1726 $0.6864 $2.2500 $0.5616 $0.4782 $0.1804 $0.2470 $0.4140 $0.4500 $0.9032 $1.1070 $0.8028 $0.1042 $0.1330 $0.3650 $0.5148 $0.2351 $0.4478 $0.8124 $1.0217 $0.2830 $0.4312 $0.4198 $0.5018 $0.4212 $0.4572 $0.3132 $0.6802 $0.4284 $0.5400 $0.1120 $0.1778 $0.2830 $0.4 773 $0.0900 $0.2970 $0.3844 $0.4284 $0.2916 $0.4050 $1.2492 $1.2852 $0.3276 $0.3636 $0.0487 $0.1546 $0.6684 $2.2320 $0.5436 $0.4602 Page 12 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1 .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Malta Malta - Mobile/Special Services Marshall Islands Mauritania Mauritius Mauritius - Mobile/Special Services Mayotte Island Mayotte Island - Mobile/Special Services Mexico Step 1-3 Mexico Step 4 - 7 Mexico Step 8 Micronesia Moldova Moldova - Mobile/Special Services Monaco Monaco - Mobile/Special Services Mongolia Montserrat Montserrat - Mobile/Special Services Morocco Morocco - Mobile/Special Services Mozambique Mozambique - Mobile/Special Services Myanmar (Formerly Burma) Namibia Namibia - Mobile/Special Services Nauru Nauru - Mobile/Special Services Nepal Nepal - Mobile/Special Services Netherlands Netherlands - Mobile/Special Services Netherlands Antilles Netherlands Antilles - Mobile/Special Services New Caledonia New Zealand New Zealand - Mobile/Special Services Nicaragua Nicaragua - Mobile/Special Services Niger Republic Niger Republic - Mobile/Special Services Nigeria Nigeria - Mobile/Special Services OMR #1109027 (QLAGESZ) $0.2952 $0.3312 $0.6750 $0.5184 $0.5824 $0.6930 $0.6696 $0.8518 $0.1150 $0.1154 $0.1260 $0.5130 $0.3967 $0.7729 $0.1080 $0.3494 $0.8640 $0.3420 $0.5130 $0.4129 $0.4673 $0.4549 $0.5760 $1.0906 $0.4950 $0.4032 $1.4400 $2.2235 $0.5544 $0.6930 $0.0540 $0.3420 $0.2435 $0.3282 $0.6048 $0.1300 $0.3033 $0.3060 $0.3420 $0.5136 $0.3613 $0.4230 $0.5026 $0.2772 $0.3132 $0.6570 $0.5004 $0.5644 $0.6750 $0.6516 $0.8338 $0.0970 $0.0974 $0.1080 $0.4950 $0.3787 $0.7549 $0.0900 $0.3314 $0.8460 $0.3240 $0.4950 $0.3949 $0.4493 $0.4369 $0.5580 $1.0726 $0.4770 $0.3852 $1.4220 $2.1706 $0.5364 $0.6750 $0.0360 $0.3240 $0.2255 $0.3082 $0.5868 $0.1120 $0.2853 $0.2880 $0.3240 $0.4956 $0.3433 $0.4050 $0.4846 Page 13 CONFIDENTIAL -Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Niue Niue - Mobile/Special Services Norfolk Island Norway Norway - Mobile/Special Services Oman Oman - Mobile/Special Services Pakistan Pakistan - Mobile/Special Services Palau, Republic of Palestine Palestine Mobile Panama Panama - Mobile/Special Services Papua New Guinea Papua New Guinea - Mobile/Special Services Paraguay Paraguay - Mobile/Special Services Peru Peru - Mobile/Special Services Philippines Philippines - Mobile/Special Services Poland Poland - Mobile Special/Services Portugal Portugal - Mobile/Special Services Qatar Qatar - Mobile/Special Services Reunion Island Reunion Island - Mobile/Special Services Romania Romania - Mobile/Special Services Russia Russia - Mobile/Special Services Rwanda San Marino San Marino - Mobile/Special Services Sao Tome Saudi Arabia Saudi Arabia - Mobile/Special Services Senegal Republic Senegal Republic - Mobile/Special Services Seychelles Islands Seychelles Islands - Mobile/Special Services' OMR #1109027 (QLAGESZ) $2.2680 $2.2680 $1.7894 $0.1080 $0.2223 $0.4860 $0.5220 $0.5400 $0.5328 $0.5400 $0.1510 $0.2025 $0.3010 $0.3456 $0.3600 $1.8000 $0.3312 $0.3851 $0.2285 $0.3382 $0.2070 $0.3330 $0.0784 $0.3650 $0.0688 $0.2970 $0.5670 $0.6300 $0.6671 $0.7222 $0.1980 $0.4234 $0.1915 $0.2520 $0.6216 $0.1424 $2.0250 $2.0250 $0.3967 $0.5544 $0.5335 $0.6565 $0.7404 $0.4998 $2.2500 $2.2500 $1.7714 $0.0900 $0.2043 $0.4680 $0.5040 $0.5220 $0.5148 $0.5220 $0.1330 $0.1845 $0.2830 $0.3276 $0.3420 $1.7820 $0.3132 $0.3671 $0.2105 $0.3202 $0.1890 $0.3150 $0.0604 $0.3470 $0.0508 $0.2790 $0.5490 $0.6120 $0.6491 $0.7042 $0.1800 $0.4054 $0.1735 $0.2340 $0.6036 $0.1244 $2.0070 $2.0070 $0.3787 $0.5364 $0.5155 $0.6385 $0.7224 $0.4818 Page 14 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1 .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Sierra Leone Sierra Leone - Mobile/Special Services Singapore Singapore - Mobile/Special Services Slovak Republic Slovak Republic - Mobile/Special Services Slovenia Slovenia - Mobile/Special Services Solomon Islands Solomon Islands - Mobile/Special Services Somalia South Africa South Africa - Mobile/Special Services Spain Spain - Mobile/Special Services Sri Lanka Sri Lanka - Mobile/Special Services S1. Helena S1. Kitts/Nevis S1. Kitts/Nevis - Mobile/Special Services S1. Lucia S1. Lucia - Mobile/Special Services S1. Pierre/Miquelon S1. Vincent/Grenadines S1. Vincent/Grenadines- Mobile/S ecial Services Sudan Sudan - Mobile/Special Services Suriname Suriname - Mobile/Special Services Swaziland Swaziland - Mobile Sweden Sweden - Mobile/Special Services Switzerland Switzerland - Mobile/Special Services Syrian Arab Republic Syrian Arab Republic - Mobile/Special Services Taiwan Taiwan - Mobile/Special Services Tajikistan Tajikistan - Mobile/Special Services Tanzania Tanzania - Mobile/Special Services OMR#1109027 (QLAGESZ) $0.5850 $0.5436 $0.1573 $0.2160 $0.2326 $0.3606 $0.2520 $0.4024 $1.3500 $1.8000 $1.3235 $0.0900 $0.3382 $0.0540 $0.3389 $0.5184 $0.5544 $0.9106 $0.2729 $0.4242 $0.2808 $0.4712 $0.2688 $0.3336 $0.4417 $0.6336 $0.4995 $0.6468 $0.6008 $0.2952 $0.3312 $0.0900 $0.3282 $0.0540 $0.3918 $0.5328 $0.5688 $0.1150 $0.1510 $0.3812 $0.3812 $0.4860 $0.5832 $0.5670 $0.5256 $0.1393 $0.1980 $0.2146 $0.3426 $0.2340 $0.3844 $1.3320 $1.7820 $1.3055 $0.0720 $0.3202 $0.0360 $0.3187 $0.5004 $0.5364 $0.8926 $0.2549 $0.4062 $0.2628 $0.4532 $0.2508 $0.3156 $0.4237 $0.6156 $0.4815 $0.6288 $0.5828 $0.2772 $0.3132 $0.0720 $0.3102 $0.0360 $0.3738 $0.5148 $0.5508 $0.0970 $0.1330 $0.3578 $0.3578 $0.4680 $0.5652 Page 15 CONFIDENTIAL Copyright @ 2005 Qwes1. All Rights Reserved vi .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Thailand Thailand - Mobile/Special Services Togo Togo - Mobile/Special Services Tokelau Tokelau - Mobile/Special Services Tonga Islands Tonga Islands - Mobile/Special Services Trinidad & Tobago Trinidad & Tobago - Mobile/Special Services Tunisia Tunisia - Mobile/Special Services Turkey Turkey - Mobile/Special Services Turkmenistan Turkmenistan - Mobile/Special Services Turks & Caicos Turks & Caicos - Mobile/Special Services Tuvalu Tuvalu - Mobile/Special Services Uganda Uganda - Mobile/Special Services Ukraine Ukraine - Mobile/Special Services United Arab Emirates United Arab Emirates - Mobile/Special Services United Kingdom United Kingdom - Mobile/Special Services Uruguay Uruguay - Mobile/Special Services Uzbekistan Vanatu - Mobile/Special Services Vanatu, Republic of Venezuela Venezuela - Mobile/Special Services Vietnam Vietnam - Mobile/Special Services Wallis & Futuna Islands Western Samoa Yemen Arab Republic Yemen Arab Republic - Mobile/Special Services OMR #1109027 (QLAGESZ) $0.1292 $0.2952 $0.5436 $0.6930 $1.8090 $1.8360 $0.5537 $0.5027 $0.3010 $0.2986 $0.3918 $0.3918 $0.2736 $0.3398 $0.6035 $0.6035 $0.4024 $0.4455 $2.0118 $4.9680 $0.3967 $0.4464 $0.2462 $0.3600 $0.4342 $0.5850 $0.0518 $0.3600 $0.3240 $0.3600 $0.2531 $2.1389 $1.3702 $0.1984 $0.3454 $0.4500 $0.5400 $2.2680 $0.5718 $0.5054 $0.5882 $0.1112 $0.2772 $0.5256 $0.6750 $1.7910 $1.8180 $0.5357 $0.4847 $0.2830 $0.2806 $0.3738 $0.3738 $0.2556 $0.3218 $0.5855 $0.5855 $0.3844 $0.4275 $1.9938 $4.9500 $0.3787 $0.4284 $0.2282 $0.3420 $0.4098 $0.5670 $0.0338 $0.3420 $0.3060 $0.3420 $0.2351 $2.1209 $1.3522 $0.1804 $0.3274 $0.4320 $0.5220 $2.2500 $0.5538 $0.4874 $0.5702 Page 16 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved vi .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Yugoslavia - Mobile/Special Services Yugoslavia (incl. Serbia) Zaire, Republic of Zaire, Republic of - Mobile/Special Services Zambia Zambia - Mobile/Special Services Zimbabwe Zimbabwe- Mobile/Special Services $0.3960 $0.3488 $0.5718 $0.6882 $0.3967 $0.4464 $0.3240 $0.4565 $0.3780 $0.3308 $0.5538 $0.6702 $0.3787 $0.4284 $0.3060 $0.4385 4.1.1 worldcard Switched Origination to Switched Termination Rate Schedule. 4.2 ITFS/UIFN. In certain countries, the following applications are not permitted for ITFS/UIFN: calling card, VRU (Voice Response Unit), operator services, third-country termination, dial tone, dial up access, dead air or any other response the individual carrier deems inappropriate to ITFS. Originating carriers treat all carriers equally regarding these restrictions. Restrictions on usage are imposed on all other carriers, including Qwest, by the originating carriers. ITFS service orders violating the restrictive guidelines of the originating carrier will not be processed by Qwest's ITFS/UIFN implementation group. Toll-free originating carriers finding usage in violation of their guidelines can, and will, block toll-free numbers on the originating side of the call without notice or appeal. Carriers may change their restrictions to be more restrictive without notice to Qwest. Information regarding which country has this type of limitation is located in the "ITFS/UIFN Availability Matrix." Qwest is able to supply a copy of the ITFS/UIFN Availability Matrix upon request. UIFN is a service which allocates 1 toll free number to be used in multiple foreign countries to call the United States and bill to the number in the United States. Countries which are currently available for UIFN are indicated in the table below. There is an NRC and an MRC, which are applicable per number, regardless of the number of countries in which the number is active. The per minute rates using the UIFN number are the same as the ITFS rates listed in the table below. The UIFN nonrecurring charge and monthly rate applies to any Qwest product where the customer subscribes to UIFN(s). YES $1.0260 $0.5292 $0.8730 $0.1530 $0.2430 $0.5148 $0.3330 $0.1080 $0.4212 $0.4644 $1.0260 $0.0630 $0.2192 $0.3708 $0.7740 Page 17 CONFIDENTIAL $1.0080 $0.5112 $0.8550 $0.1350 . $0.2250 $0.4968 $0.3150 $0.0900 $0.4032 $0.4464 $1.0080 $0.0450 $0.2012 $0.3528 $0.7560 Copyright @ 2005 Qwest. All Rights Reserved v1.100505 An uilla Anti ua Ar entina Australia Bahamas Bahrain Barbados Bel ium Bermuda Brazil British Vir in Islands Canada Ca man Islands Chile China OMR #1109027 (QLAGESZ) YES YES YES YES QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Colombia $0.4212 $0.4032 Costa Rica $0.9828 $0.9648 Cyprus $0.1662 $0.1482 Denmark YES $0.1260 $0.1080 Dominica $0.6703 $0.6523 Dominican Republic $0.1350 $0.1170 Fiii $0.8190 $0.8010 Finland YES $0.2430 $0.2250 France YES $0.0810 $0.0630 Germany YES $0.0810 $0.0630 Greece $0.2107 $0.1927 Grenada $0.5710 $0.5530 Guatemala $0.8820 $0.8640 Hono Kono YES $0.3150 $0.2970 Hunoarv YES $0.5292 $0.5112 India $0.9630 $0.9450 Indonesia $0.7164 $0.6984 Ireland YES $0.0900 $0.0720 Israel YES $0.1530 $0.1350 Italy YES $0.0810 $0.0630 Jamaica $0.2298 $0.2118 Japan YES $0.3150 $0.2970 Korea, South YES $0.9180 $0.9000 Luxembouro YES $0.2844 $0.2664 Macau YES $0.3780 $0.3600 Malaysia YES $0.4860 $0.4680 Mexico (Zone 1) $0.1530 $0.1350 Mexico (Zone 2) $0.1530 $0.1350 Mexico (Zone 3) $0.1530 $0.1350 Mexico (Zone 4) $0.1530 $0.1350 Montserrat $1.0260 $1.0080 Netherlands YES $0.0900 $0.0720 Netherlands Antilles $0.6750 $0.6570 New Zealand YES $0.1530 $0.1350 Norway YES $0.2430 $0.2250 Panama $0.4284 $0.4104 Peru $1.2330 $1.2150 Philiooines YES $0.3150 $0.2970 Poland $0.5292 $0.5112 . Portuoal YES $0.2430 $0.2250 Sinoapore YES $0.3150 $0.2970 South Africa YES $0.6084 $0.5904 Spain YES $0.2430 $0.2250 St. Kitts $0.5882 $0.5702 St. Lucia $1.3860 $1.3680 St. VincentlGrenadine $0.7380 $0.7200 Sweden YES $0.2430 $0.2250 Switzerland YES $0.2430 $0.2250 Taiwan YES $0.5220 $0.5040 Thailand YES $0.5652 $0.5472 OMR #1109027 (QLAGESZ) Page 18 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved vi .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET 4.3 Canada Services - To and From From Canada to United States Switched Origination - Switched Termination Switched Origination - Dedicated Termination Toll Free Service Terminatin in Canada United States Switched Origination - Canada Switched Termination Canada Switched Origination - Canada Switched Termination $0.063 $0.045 Switched termination service available onl $0.063 $0.063 4.3.1 Canada to US Canada to International $0.0720 Per US to International rates in Section 5.1 $0.2500 $0.5000 4.4 worldcard International Origination to U.S. Termination. The following NPAs are blocked to prevent fraud and therefore calls cannot be originated/terminated until block is removed. The block can be removed from individual cards at the customer's request. Bahamas (242) Barbados (246) Antigua and Barbuda (268) Dominican Republic (809) Trinidad and Tobago (868) St. Kitts and Nevis (869) Anti ua Barbuda Ar entina Australia (Tasmania, Chismas Islands, Cocos Islands Austria Bahamas Bahrain Barbados Belarus (Vitebsk, Grodno, Brest, Minsk, Moghilev, Gamel Bel ium Bermuda Bolivia Brazil $0.7200 $1.1448 $2.0250 $0.8352 $1.1520 $0.7200 $1.1250 $1.8360 $0.7488 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 OMR #1109027 (QLAGESZ) Page 19 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Brunei $2.2536 $1.0000 Bulqaria $1.1520 $1.0000 Chile $1.0440 $1.0000 China $1.2384 $1.0000 Colombia (San Andres Isl.) $0.9720 $1.0000 Costa Rica $0.8136 $1.0000 Croatia $1.1520 $1.0000 Cvorus $1.1520 $1.0000 Czech Republic $1.0440 $1.0000 Denmark $0.7200 $1.0000 Dominica $1.3500 $1.0000 Dominican. Republic $0.8280 $1.0000 Eqvpt $1 .4040 $1.0000 EI Salvador $1.4040 $1.0000 Fiii Islands $2.2536 $1.0000 Finland $0.7200 $1.0000 France (Corsica Island) $0.4608 $1.0000 French Guiana $1.1255 $1.0000 Germanv $0.4536 $1.0000 Greece $0.9936 $1.0000 Guadeloupe (St Barthelemy, St. Martin French $1.1255 $1.0000 Part, Marie Galante) Hona Konq . $0.5904 $1.0000 Hunqary $0.7200 $1.0000 Iceland $0.8568 $1.0000 India $2.7000 $1.0000 Indonesia (Do not cover East Timor) $1.3104 $1.0000 Ireland $0.6840 $1 .0000 Israel-Bezea (Not cover Palestinian Territories) $0.9648 $1.0000 Italv (Elba Island, San Marino, Vatican City) $0.6480 $1.0000 Jaoan $0.5616 $1.0000 Kenva $2.1600 $1.0000 Korea (South) $1.0368 $1.0000 Lativa $1 .4040 $1.0000 Lithuania $1.0440 $1.0000 Luxembourq $0.7200 $1.0000 Macedonia $1.6200 $1.0000 Malavsia (Peninsular Malavsia and East Malavsia) $1.2312 $1.0000 Malta $0.9000 $1.0000 Martiniaue $1 .4040 $1.0000 Mauritius $2.2536 $1.0000 Mexico $0.9288 $1.0000 Monaco $0.7200 $1.0000 Netherlands $0.4392 $1.0000 New Zealand (Chatham Islands) $1.1520 $1.0000 Nicaraaua $1.4328 $1.0000 Norwav(Jan Maven, Svalbard Islands) $0.7200 $1.0000 Panama . $1.4040 $1.0000 Peru $0.8568 $1.0000 Philippines $1.1376 $1.0000 Poland $1.0584 $1.0000 Portuaal-(Azares, Madeira) $1.1016 $1.0000 Reunion Island (France) $0.9000 $1.0000 Romania $1.3500 $1.0000 OMR #1109027 (QLAGESZ) Page 20 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET $1.1520 $1.0000 $2.2536 $1.0000 $1.1520 $1.0000 $1.1520 $1.0000 $0.9504 $1.0000 $0.8784 $1.0000 $1.8000 $1.0000 $1 .4040 $1.0000 $1.4040 $1.0000 $0.7200 $1.0000 $0.7200 $1.0000 ublic $1.7550 $1.0000 $0.5976 $1.0000 $1.3608 $1.0000 $1.3500 $1.0000 $1.1520 $1.0000 $0.3168 $1.0000 $0.8100 $1.0000 4.5 worldcard International Origination to International Termination. Ar entina Australia (Tasmania, Christmas Islands, Cocos Islands Austria Azores Portu al Bel ium Bolivia Chile China Colombia San Andres Isl. Croatia, Re ublic of Czech Re ublic Denmark' Dominican Re ublic EI Salvador Finland France Corsica Island French Gu ana German Greece Guadeloupe (St Barthelemy, St. Martin French Part, . Marie Galante Hon Kon Hun a Iceland OMR #1109027 (QLAGESZ) $0.8864 $1.7609 $0.7270 $2.4001 $1.6124 $1.7226 $1.6832 $1.4999 . $1.1768 $0.5807 $1.0645 $1.2861 $0.6370 $0.5245 $1 .4346 $0.6721 $0.9092 $1 .4346 $0.5605 $0.9824 $1.2524 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Page 21 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights ReseNed v1 .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT INTERNATIONAL VOICE INFORMATIONAL PRICING SHEET Ireland Israel-Beze Not cover Palestinian Territories Ital Elba Island, San Marino, Vatican Ci Ja an Korea, South Latvia Luxembour Macedonia Madeira Islands Martini ue Mexico Monaco Netherlands New Zealand Chatham Islands Norwa Jan Ma en, Svalbard Islands Panama Phili ines Poland Portu al Azores, Madeira Reunion Island Russia San Marino Sin a ore Slovak Re ublic South Africa Spain (Balearic Island, Canary Islands, Ceuta, Melilla Islands St. Pierre & Mi uelon Sweden Switzerland Do not cover Liechtenstein Ukraine United Kingdom (England, Scotland, Wales, Northern Ireland, Isle of Man, Guernsey, Channel Island Vatican Ci $0.9809 $0.9998 $0.7614 $0.9745 $0.7101 $0.9850 $0.8586 $2.3663 $1.7609 $1.6463 $1.0836 $0.9938 $0.5234 $0.6820 $0.6280 $0.7758 $1.0274 $0.9722 $1.7609 $1.4346 $1.6124 $0.7614 $0.5189 $1.6911 $1.3446 $0.7742 $1.4346 $0.5796 $0.4289 $2.0061 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $0.6314 $0.7614 $1.00 $1.00 OMR #1109027 (QLAGESZ) Page 22 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1 .1 00505 QWEST LOYAL ADVANTAGE'. AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 1. General. Except as set forth in this section and elsewhere in this Exhibit, capitalized terms will have the definitions assigned to them in the Agreement. Qwest will provide local access service ("Service") pursuant to the terms and conditions of the Agreement, the Services Schedule, and this Exhibit. 2. Definitions. "ATM Partner Access" means Leased Access using ATM technology. Service is available to match Qwest's interexchange port bandwidths from 1,544 kbps to 134,208 kbps. "Collocation" means Customer has leased space in a QPOP, a remote collocation site, or a collocation hotel per a Qwest Collocation Agreement. "CO Meet Point" means Leased Access at a LEC Central Office ("CO") when Customer has a dedicated connection to the CO. "Construction" means the special construction that Customer requests to extend Service to a Customer demarcation point not covered by Extended Wiring. "CPA Dedicated Facilities" means Qwest has dedicated entrance facilities leased from a LEC. "CPA Non-Dedicated Facilities" means Qwest does not have dedicated entrance facilities with a LEC. "Cross-Connect" means an intra-POP connection between certain Customer facilities with direct access (via collocation or direct connection) to the Qwest Domestic Network (either located within Qwest's transport area or Qwest's collocation area) and the Qwest backbone access point. Customer must have a valid Collocation Agreement or a valid Direct Connect Agreement with Qwest to receive Cross-Connects. "Customer Provided Local Access" or "CPA" means Customer orders its own local access from a LEC to connect the Customer premises to the Qwest Domestic Network at a Demarcation Point specified by Qwest. Customer will pay a CPA charge to Qwest when utilizing CPA Dedicated Facilities. "Demarcation Point" means: (a) the physical interface between the Qwest Domestic Network and the Customer telecommunications equipment; or (b) the physical interface between a third party carrier connecting the Qwest Domestic Network to the Customer's telecommunications equipment. "Direct Connect" means Qwest in its sole discretion allows Customer to bring its own fiber directly to the Qwest fiber. All Direct Connects require: (a) splicing of Customer and Qwest fibers; (b) cross-connection of individual circuits; and (c) an executed Direct Connect Agreement. "Ethernet Access" means Qwest Provided Access using Ethernet technology. Ethernet bandwidths vary from 5 Mbps to 1,000 Mbps (1 G). "Extended Wiring" means additional wiring requested for orders where the Customer demarcation point is not located in the same location as the Qwest assigned Demarcation Point. "Frame Partner Access" means Leased Access using Frame Relay technology. Service is available to match Qwest's interexchange port bandwidths from 56 kbps to 44,736 kbps. "Layer 3 Expansion Site" means a third-party managed, carrier-neutral collocation facility where Customer can cross-connect with Qwest to purchase iQ Internet Ports. Customer must purchase service (i.e., cross-connect) directly from the Layer 3 Expansion Site manager, not Qwest. "Leased Access" means local backbone access circuits ordered and leased by Qwest from another carrier (specific carrier chosen is at the sole discretion of Qwest). "Local Loop Expedite" means Customer requests the delivery of Service one or more days prior to the standard interval delivery date. "Local Loop Change" means a circuit moves to a different Service Address within the same Customer serving wire center. "Multiplexing" means, at Customer's request and where available, Qwest multiplexes lower level local access circuits into a higher local access circuit or vice-versa. "On-Net Access" means local backbone access circuits provided solely on Qwest owned and operated facilities. "Preferred Provider" means Customer requests a specific local access provider for Leased Access. Qwest will attempt to use the requested provider, but final routing will be at Qwest's sole discretion. "Qwest Domestic Network" means the Qwest interexchange network or backbone located within the continental U.S. which is comprised only of physical media, including switches, circuits, and/or ports that are operated by Qwest. "Qwest Point of Presence ("QPOP")" means a Qwest owned physical presence that lies directly on the Qwest Domestic Network where direct interconnection between the Qwest Domestic Network and the network of a LEC is possible. "Qwest Provided Access" means either Leased Access or On-Net Access. "Service Address" means the building where Customer receives the Service. Only a building that is classified by Qwest as a business address can be a Service Address. OMR #1109027 (QLAGESZ) Page 23 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved vi .100505 QWEST LOYAL ADVANTAGE'" AGREEMENT LOCAL ACCESS SERVICE EXHIBIT "Services Schedule" means. the Owest Rate and Services Schedules Interstate No. 3 found at http://www.qwest.com or http://tariffs.uswest.com:800/docs/rates services/OCClinterstate 3/ and at 1801 California Street, 1 st Floor Reception Area, Denver, CO, applicable to telecommunications services as defined by the Communications Act of 1934, as amended. "Special Access" means Owest Provided Access using TOM technology in Digital Signal speeds DSO, DS1, and DS3 or SONET technology in Optical Carrier signal speeds OC3, OC12, OC48, and OC192. "Start of Service Date" means the date Service is made available for use by Customer, or for existing Service, the date the parties agree in writing to a new Term. "Wavelength Access" means Owest Provided Access using Wave Division Multiplexing technology. Service is available in 2.5G and 10G bandwidth. 3. Service Description. 3.1 Types of Service. There are three types of Service: Owest Provided Access, Customer Provided Access, and Cross-Connect. 3.2 Types of Service Technologies. The types of Service technologies are: Special Access (TDM and SONET), Wavelength Access, Frame Partner Access, ATM Partner Access, and Ethernet Access. Some technologies or speeds may not be available in all areas or with certain types of Service. 3.3 The Service provides the physical connection between the Service Address and the Owest Domestic Network. The Service includes any entrance cable or drop wire to that point where provision is made for termination of Owest's outside distribution network facilities at a suitable location at a Customer designated Service Address and will be installed by Owest to such point of termination. The Service will extend to and include the equipment maintained by Owest at the termination point of the local loop at the applicable Service Address (i.e., Demarcation Point) but will not include CPE, Extended Wiring, inside wiring, or other equipment not maintained by Owest at a Service Address. All equipment owned by Owest will remain the sole property of Owest, and Customer expressly disclaims any right, title, or interest in or to any Owest equipment or property, or in that of any of Owest's affiliates, Customers, agents, or licensees located within the OPOP or elsewhere. Any additional terminations beyond the Demarcation Point are the sole responsibility of Customer. Under no circumstances will Owest provide Service to a residential address, even if business is conducted at such residential location. Customer may purchase the Service only in connection with Customer's use of Owest interexchange carrier services or IP services on the Owest Domestic Network for which a local loop is required. 3.4 The Services Schedule applicable to Service is incorporated by reference and made a part of this Service Exhibit. Owest may change the Services Schedule at any time and such change will be effective upon being posted in the Services Schedule. 4. Ordering of Service. 4.1 Owest will provide the Service only if: (a) there is a valid, accurate Order Form submitted by Customer; (b) adequate capacity is available; and (c) such Order Form is accepted by Owest. Owest will document Customer's orders and changes in Owest's records. Customer specifically agrees that all Order Forms and Service ordered thereto during the Term will be governed by the terms and conditions set forth in the Agreement and this Exhibit. Owest reserves the right to delay, reject, or terminate any Order Form in its reasonable discretion prior to the delivery of the Service ordered thereunder. 4.2 Upon acceptance of an Order Form, Owest will notify Customer of its target date for the delivery of each Service (the "Estimated Availability Date"). Owest will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of Owest to deliver Service by such date will not be a default under the Agreement or this Exhibit. 5. Term. The term of any Service begins on the Start of Service Date and continues for a minimum of 12 months from the Start of Service Date, unless a longer term is specified ("Minimum Service Term"). Upon expiration of any Minimum Service Term, such Service will automatically renew on a month-to-month basis. The Minimum Service Term and any renewal term will be referred to as the "Term." Upon written notice to the other party at least 30 days prior to the conclusion of any Term, either party may terminate the Service associated with this Exhibit. 6. Cancellation. 6.1 On-Net Access Cancellation Prior to Acceptance. If Customer cancels an On-Net Access circuit for which no Construction by Owest is necessary, after the fifth business day of placing the order with Owest but prior to the date Owest informs Customer that the circuit is available ("Delivery Date"), then Customer agrees to pay one month's MRCs for DS-1 Special Access (TDM) and 5 Mbps bandwidth Ethernet Access, or six months' MRCs for DS-3 and OC-n Special Access (SONET) and 50 Mbps or greater bandwidth Ethernet Access.. At any time prior to the Delivery Date, if Customer cancels On-Net Access for which Construction is required, Customer will pay the cancellation and other charges set forth in the Cancellation After Acceptance section. OMR #1109027 (OLAGESZ) Page 24 CONFIDENTIAL Copyright @ 2005 Owest. All Rights Reserved v1.100505 QWEST LOYAL ADVANTAGE'" AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 6.2 Leased Access Cancellation Prior to Acceptance. If Customer cancels a Leased Access circuit for which no Construction by Qwest is necessary, after the fifth business day of placing the order with Qwest but prior to the Delivery Date, then Customer agrees to pay one month's MRCs for DS-O and DS-1 Special Access (TDM), 56 Kbps to 1.5 Mbps Frame Partner Access, and up to 5 Mbps Ethernet Access, or 12 months' MRCs for DS-3 and OC-n Special Access (SONET), 44.7 Mbps Frame Partner Access, and 50 Mbps or greater bandwidth Ethernet Access. At any time prior to the Delivery Date, if Customer cancels a Leased Access circuit for which Construction is required, Customer will pay the cancellation and other charges set forth in the Cancellation After Acceptance section. 6.3 Cancellation After Acceptance. If this Exhibit or a particular Service is terminated for reasons other than by Customer for Cause, prior to the conclusion of the Minimum Service Term of the Service, Customer will pay: (a) all accrued and unpaid charges for the canceled Service provided through the effective date of such cancellation; (b) the amount of any nonrecurring charges that Qwest discounted or waived; (c) all installation or Construction costs and expenses incurred by Qwest to install such Service, if applicable; and (d) a cancellation charge. The cancellation charge: (e) for circuits not requiring Construction is: (i) 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first 12 months of the Minimum Service Term, if any, for the canceled Service, plus (ii) 35% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the applicable Minimum Service Term, if any, beyond the first 12 months, if the Minimum Service Term is longer than 12 months; or (f) for Circuits requiring Construction, 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the Minimum Service Term. Notwithstanding anything to the contrary herein, Qwest will waive the cancellation and other charges referenced herein when Customer orders and receives a replacement circuit at the same Service Address and at a higher circuit speed than the cancelled Service. 7. Charges and Payment. Customer will pay the rates and charges set forth in the Services Schedule and/or in a valid Order Form for Service, including all applicable supplemental charges: (a) Construction; (b) Extended Wiring; (c) Local Loop Expedite (d) Local Loop Change; and (e) Multiplexing. Customer will not receive any discount for circuits on a month-to-month Term. If during the provisioning of Service, Qwest incurs additional nonrecurring charges for Construction, Extended Wiring, or order supplements to provide the Service, Qwest reserves the right to charge Customer for such charges. The Service is not entitled to the QTA Discount, nor will the rates be used to calculate the Contributory Charges. Qwest reserves the right to modify the rates and charges or change certain components of the Service upon not less than 60 days prior written notice to Customer; provided that Qwest may reduce the foregoing notice period, as necessary, if such modification is based upon Regulatory Activity. "Regulatory Activity" means any regulation and/or ruling, including modifications thereto, by any regulatory agency, legislative body, or court of competent jurisdiction. 7.1 NRC Waiver. Qwest NRCs specified above are waived so long as such Service ordered hereunder and subject to this waiver remains installed and used by Customer for at least twelve (12) consecutive months ("Minimum Waiver Term"). If this Agreement or any Service subject to this waiver is terminated or cancelled prior to the conclusion of the Minimum Waiver Term for reasons other than a default by Qwest, Customer shall be required, within thirty (30) days of such termination to repay (in addition to any applicable early termination fees set forth in the Agreement) the amount of the applicable Qwest NRC{ s) waived pursuant to this section. 8. Monitoring for Frame Partner Access. When providing Frame Partner Access, Customer has the option to have Qwest monitor the Service for performance and up/down stats via a management PVC. By ordering Frame Partner Access with monitoring, Customer agrees to provide Qwest with access to the serial interface of Customer's CPE to allow Qwest to monitor the availability of Frame Partner Access. By ordering Frame Partner Access without monitoring, Customer understands that Qwest will not monitor the availability of Frame Partner Access. OMR #1109027 (QLAGESZ) Page 25 CONFIDENTIAL Copyright @ 2005 Qwest. All Rights Reserved v1.100505