Exhibit 5
November 20, 2001
Telcom International, Inc.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxx Xxxx
Attention: Xxxxxx Xxx Xxxx
Xx. Xxxxxx Xxx Xxxx
C/o Telecom International, Inc.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxx Xxxx
Re: Telcom International, Inc.
Dear Xxxxxx:
Reference is made to (1) that letter agreement ("Letter Agreement")
dated January 31, 2001 between you and EasyLink Services Corporation (formerly
Xxxx.xxx, Inc.)("EasyLink"), referencing the Agreement and Plan of Merger of the
same date by and among you, Swift Telecommunications, Inc. ("Swift"), EasyLink,
and ML Acquisition Corp., and (2) that equipment lease ("Lease") as of the date
hereof, between EasyLink and Telcom International, Inc. ("Alpha-Tel").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Lease. As contemplated by the
Letter Agreement, you, EasyLink, and Alpha-Tel hereby agree as follows:
Upon expiration of the Term of the Lease, Alpha-Tel shall have an
option to cause EasyLink to purchase the Equipment ("Put Option") and EasyLink
shall have an option to cause Alpha-Tel to sell to EasyLink the Equipment ("Call
Option"). Each may exercise its option by providing written notice to the other
party no later than thirty (30) days after the expiration of the Term. If the
Put Option or the Call Option is exercised, EasyLink will pay to Alpha-Tel one
hundred ninety thousand dollars ($190,000) as the purchase price for the
Equipment.
As consideration for the grant of the Call Option and cancellation and
termination of the Letter Agreement, EasyLink shall:
(a) upon the Closing (as defined below), issue to Alpha-Tel three
million (3,000,000) shares of EasyLink Class A common stock (such
number to be appropriately adjusted in the event of any stock
split, stock dividend, stock combination or other event having the
same effect occurring before the issuance of such shares), such
shares to be included in the next registration statement for
resale filed by EasyLink after the issuance of such shares;
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(b) from and after the Closing, pay in cash fifty percent (50%) of up
to four hundred thousand dollars ($400,000) (that is, a maximum of
$200,000) of the trade accounts payable of Alpha-Tel that are
listed on Schedule A, attached hereto;
(c) from and after the Closing, issue two hundred thousand (200,000)
shares of EasyLink Class A common stock (such number to be
appropriately adjusted in the event of any stock split, stock
dividend, stock combination or other event having the same effect
occurring before the issuance of such shares), toward the
settlement of the trade accounts payable listed on Schedule A,
such shares to be included in the next registration statement for
resale filed by EasyLink after the issuance of such shares; and
(d) upon the Closing, cause Swift to cancel the $236,440.65 payable
which is owed by Alpha-Tel to Swift.
Upon the Closing, the Letter Agreement shall be cancelled and
terminated without further act.
This letter agreement is conditioned upon the closing of the
restructuring of approximately $63 million of debt of EasyLink
contemplated by the various Modification Agreements entered into
between EasyLink and its creditors (the "Closing"). If such debt
restructuring shall not be consummated and is abandoned, this letter
agreement shall be void ab initio.
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If you are in agreement with the foregoing, kindly so indicate by signing in
spaces indicated below.
Very truly yours,
EasyLink Services Corporation
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman
Accepted and Agreed:
Telcom International, Inc.
By: /s/ Xxxxxx Xxx Xxxx
---------------------------
Name: Xxxxxx Xxx Xxxx
Title: Authorized Rep
/s/ Xxxxxx Xxx Xxxx
-------------------------------
Xxxxxx Xxx Xxxx
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SCHEDULE A - TRADE ACCOUNTS
----------------------------
Vendor Estimated Amounts
------ -----------------
E.C. Datacom Ltd. $275,000
N.Y. State Sales Tax 6,000
Internal Revenue Service 95,000
PT-1 Communications, Inc. 45,000
Xxxxxx Corporation 10,000
Korea Telekom 64,000
Universal 5,000
Misc. Vendors 50,000
---------
Total $550,000
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