<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>13
<FILENAME>y94801exv10w15.txt
<DESCRIPTION>10TH AMENDMENT: TELECOMMUNICATIONS SERVICES AGREE
<TEXT>
<PAGE>
Exhibit 10.15
AMENDMENT NO. 10
Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.
This Amendment No. 10 (the "AMENDMENT NO. 10") is made this 16th day of
December, 2003, by and between Valor Telecommunications Enterprises, L.L.C.
("CUSTOMER") and MCI WORLDCOM Network Services, Inc. ("MCI"), to those certain
Program Enrollment Terms (the "PET"), to that certain Telecommunications
Services Agreement more particularly described as TSA # VTE - 001019 (the
"TSA"), made by and between Customer and MCI dated September 30, 2000, including
all prior applicable amendments thereto (the "PRIOR-AMENDMENTS"). In the event
of any conflict between the terms of the TSA, the PET, any Prior Amendment or
any applicable Attachment and the terms of this Amendment No. 10, the terms of
this Amendment No. 10 shall control. The TSA along with the PET, the Prior
Amendments, all applicable Attachment(s), and this Amendment No. 10 shall
collectively be referred to as the "AGREEMENT". Capitalized terms not defined
herein shall have the meaning ascribed to them in other documents referenced
herein. All references to "MCI WorldCom" in the Agreement including any
attachments, schedules or exhibits thereto, will be deemed to refer to "MCI".
This Amendment No. 10 does not constitute the assumption of the Agreement as
that term is used under applicable bankruptcy law.
In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. CUSTOMER'S MINIMUM REVENUE COMMITMENT. Commencing with the first (1st)
day of the month following the date this Amendment No. 10 has been
fully executed by both parties and delivered to Customer, the parties
agree to substitute Subsection 5(B) of the PET to read in its entirety
as follows:
(B) Notwithstanding anything to the contrary contained in this
Agreement, as soon as Customer's cumulative Monthly Revenue from
MCI under the terms of this Agreement and commencing with the first
(1st) day of the Commitment Period (as described in Subsection 5(A)
above) are equal to at least $[*****] in the aggregate, Customer
may elect to terminate Customer's Minimum Revenue Commitment
described in Subsection 5(A) above by providing MCI written notice
("CUSTOMER NOTICE"). In such event, commencing with the first day
of the first full month following at least thirty (30) days after
MCI receives the Customer Notice, Customer's Minimum Revenue
Commitment shall terminate and will no longer be in force or
effect.
Page 1 of 3
CONFIDENTIAL
<PAGE>
2. SPECIAL RATE:
(A) Notwithstanding anything to the contrary contained in the
Agreement or the Attachment for CLASSIC SWITCHLESS/END USER DEDICATED
Services, commencing within ten (10) business days following the date
this Amendment No. 10 has been fully executed by both parties and
delivered to Customer, Customer's special rate for CLASSIC SWITCHLESS
1+ Service and CLASSIC SWITCHLESS TOLL FREE Service will be the
respective rate set forth below. All other rates will be as set forth
in the Agreement or the Attachment for CLASSIC SWITCHLESS/END USER
DEDICATED Services.
(i) CLASSIC SWITCH LESS 1 + Service and CLASSIC SWITCH
LESS TOLL FREE Service - Customer's INTERSTATE rate for calls within
the 48 United States will be $[*****] per minute. [NOT SUBJECT TO
DISCOUNT.]
(B) Notwithstanding anything to the contrary contained in the TSA,
MCI reserves the right to modify the rates described in Subsection (A)
above (which charge modifications shall not exceed then-current
generally available MCI charges for comparable services), upon not less
than seven (7) calendar days' prior notice to Customer (facsimile being
acceptable), which notice will state the effective date for the charge
modification.
3. REQUIREMENTS. In consideration of the rates and discounts set forth in
this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, during the Service
Term Customer agrees to purchase at least one hundred percent (100%) of
its Texas and Oklahoma telecommunications services requirements (which
services are described In this Agreement) from MCI under the terms and
conditions set forth in this Agreement ("CUSTOMER'S REQUIREMENTS
OBLIGATION"). Upon request from MCI, Customer agrees to provide MCI
reasonable documentation evidencing Customer's compliance with this
Section 3. Notwithstanding anything to the contrary contained in this
Section 3, Customer's Requirements Obligation will not apply with
respect to those services which are (i) provisioned and maintained on
Customer's own network, or (ii) required to be purchased from third
parties in order to satisfy requirements under agreements with third
parties in effect as of the Effective Date of this Agreement (but only
as long as such requirements are in effect).
4. OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
herein, the terms and conditions of the Agreement will remain in full
force and effect throughout the Service Term and any extensions
thereof.
Page 2 of 3
CONFIDENTIAL
<PAGE>
IN WITNESS WHEREOF, the parties have entered into this Amendment No. 10
on the date first written above.
VALOR TELECOMMUNICATIONS, MCI WORLDCOM NETWORK
L.L.C. SERVICES, INC.
By: /s/ John J. Mueller By: /s/ Peter M. Cassidy
------------------------------------- --------------------------------
Jack Mueller Peter M. Cassidy
------------------------------------- --------------------------------
(Print Name) (Print Name)
President and Chief Operating Officer Vice President, Wholesale Services
------------------------------------- ----------------------------------
(Title) (Title)
12/16/03 12/23/03
------------------------------------- --------------------------------
(Date) (Date)
Page 3 of 3
CONFIDENTIAL
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