SETTLEMENT AGREEMENT AND
GENERAL RELEASE
This Settlement
Agreement and General Release (the “Agreement”) is
entered into as of this 16 th day of February , 2006 (the “Effective Date”), between
Sprint Communications Company L.P., a Delaware limited partnership,
having offices at 6500 Sprint Parkway, Overland Park, Kansas 66251,
on behalf of itself and all parent, subsidiary and affiliated
corporations (“Sprint”), excluding the business of the
Sprint local telecommunications division operations as generally
described in the Form 10 filed January 23, 2006, with the
United States Securities and Exchange Commission by LTD Holding
Company, which includes, but is not limited to the companies listed
in the attached Exhibit “A,” each a corporation with
its principal place of business located at 5454 W. 110th Street,
Overland Park, Kansas 66211 and operating as an ILEC (as defined in
47 CFR § 6l.26(a)(2))
(“LTD Local”) and US LEC Corp., and all of its
affiliates or subsidiaries, including, but not limited to US LEC of
Alabama Inc., US LEC of Florida Inc., US LEC of Georgia Inc., US
LEC of North Carolina Inc., US LEC of Tennessee Inc., US LEC of
Virginia L.L.C., US LEC of Maryland Inc., US LEC of Pennsylvania
Inc., US LEC of South Carolina Inc., and US LEC Communications Inc.
(collectively “US LEC”) (Sprint and US LEC together,
the “Parties”).
WHEREAS, disputes
have arisen among the Parties regarding US LEC’s charges to
Sprint for certain Switched Access Services in connection with 8YY
Traffic sent by US LEC to Sprint for delivery to Sprint’s 8YY
customers; and
WHEREAS, the
Parties desire to enter into this Agreement to resolve all disputes
between Sprint and US LEC relating to US LEC’s Switched
Access Services billed for 8YY Traffic sent by US LEC to Sprint,
without any admission of wrongdoing or liability on the part of
either Party; and
WHEREAS, the
Parties desire to avoid future billing disputes and for that
purpose an agreement governing the conduct of fixture business
regarding access services (“Access Services Agreement”)
is being executed contemporaneously with this Agreement.
NOW, THEREFORE, in
consideration of the mutual benefit of the exchanges detailed
below, the Parties agree as follows:
a. Within ten
(10) business days of the execution of this Agreement, Sprint
shall pay to US LEC the total sum of [***] by wire transfer
which shall be deemed full payment in settlement of all invoices
sent by US LEC to Sprint for Switched Access Service for CIC 333
for all billed 8YY usage, and for all other outstanding balances
arising from US LEC invoices disputed by Sprint, for all usage
periods up to and including [***] . Payment will be made by
wire transfer to:
b. For all US
LEC invoices for Switched Access Service for usage beginning
[***] , Sprint shall make payment to US LEC by a mutually
agreed electronic means for all amounts not subject to a good faith
dispute under the terms of the Access Services Agreement referenced
in the recitals to this Agreement and as required by [***] .
In each instance of a dispute, and in accordance with the terms of
[***] Sprint shall deliver to US LEC a written statement of
the amount in dispute, all reasons for the dispute, and provide to
US LEC any documentation in Sprint’s possession supporting
Sprint’s basis to dispute the invoice.
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[***]
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These portions
of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential
treatment.
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a. Except as
set forth in this Agreement, Sprint releases US LEC, and its and
their directors, officers, shareholders, trustees, employees,
representatives, agents, independent contractors, and attorneys
from any and all claims arising from the billing and payment for
Switched Access Services by US LEC to Sprint, including but not
limited to the billing of Switched Access Service for 8YY Traffic,
at any time up to and including the usage period ending
[***] , whether such claim is known or unknown, accrued or
inchoate.
b. Except as
set forth in this Agreement, upon receipt of the payment required
by Paragraph 1.a hereof, US LEC releases Sprint and its and their
directors, officers, shareholders, trustees, employees,
representatives, agents, independent contractors, and attorneys
from any and all claims arising out of the non-payment or dispute
of invoices that have been issued by US LEC to Sprint for Switched
Access Services, including 8YY Traffic, at any time up to and
including the usage period ending [***] , whether such claim
is known or unknown, accrued or inchoate.
For purposes of
this Agreement the following definitions shall control:
a. “Switched
Access Service” means a service providing access to the
switched - network of a telecommunications carrier for the purpose
of originating or terminating inter-exchange interstate and
intrastate telecommunications. Switched Access Service does not
include local switched service, but does include 8YY Traffic sent
by US LEC to Sprint.
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[***]
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These portions
of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential
treatment.
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b. “ILEC”
means an incumbent local exchange carrier (as that term is defined
in 47 CFR § 61.26(a)(2)).
c. “Proprietary
Information” means information that is marked or otherwise
specifically identified in writing as proprietary, confidential or
trade secret. Proprietary Information includes, but is not limited
to, the terms of this Agreement, and the discussions,
correspondence and negotiations that led to the
Agreement,
d. “8YY
Traffic” and “8YY Calls” means interstate and
intrastate calls, including Wireless 8YY Calls, intended to
terminate to a telephone number for which there is no charge to the
calling party by an interexchange carrier for making and completing
the calls.
e. “Wireless
8YY Traffic” or “Wireless 8YY Calls” means
interstate and intrastate 8YY calls from CMRS Providers’
subscribers.
f. “Government
Agency” means a federal or state board, agency, authority,
commission, or other entity with jurisdiction over the traffic
which is the subject of thi
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