WORLDCOM
wireless
000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
May 15, 2002
CERTIFIED MAIL, RETURN RECEIPT REQUESTED
Third Millennium Telecom
000 xxx Xxx Xxxxxxxxx Xx.
Piscataway, New Jersey 08854
Re: PCS - Retail/Master Agent Sales Agency Agreement ("Agreement") between
Third Millennium Telecom ('third Millennium") and WorldCom Wireless,
Inc. ("WorldCom Wireless")
To Whom It May Concern:
As you may be aware, WorldCom Wireless's corporate parent, WorldCom, Inc. (the
"Company"), is in the process of reviewing its various business units and
developing Ions term business plans. Unfortunately, the Company has decided
that the wireless resale business is not consistent with its core strategic
business interests and that WorldCom Wireless will not be playing a role in
the Company's long term plans. In connection with this decision, WorldCom
Wireless is taking steps to reduce service activations in the short term and
to totally eliminate activations over the coming months. Accordingly:
o WorldCom Wireless is exercising its right to terminate the Agreement.
Given that the term of the Agreement expired on July 5, 2001 and that
the Agreement does not contain any auto-renewal provisions, we deem the
Agreement to currently be on a month-to-month term. Accordingly, please
be advised that WorldCom Wireless is terminating the Agreement without
cause on thirty (30) days notice. In the event we are wrong in this
assessment, WorldCom Wireless is alternatively terminating the Agreement
without cause pursuant to Section 6(a) of the Agreement on ninety (90)
days notice.
o WorldCom Wireless is also willing to immediately terminate the
Agreement by mutual agreement of the parties. Should Third
Millennium Telecom wish to exercise this option, please execute a
copy of this letter where indicated below and return same to my
attention for WorldCom Wireless's records.
o Effective as of June 15, 2002 and pursuant to notification from your
WorldCom Wireless representative on or about May 14, 2002, all spiffs
(TDMA and CDMA digital spiffs and otherwise) will be eliminated.
o Effective with respect to all June 1, 2002 and subsequent activations,
and in accordance with your contractual obligation to provide certain
sales documentation as a condition to commission entitlement you will
need to mail (on a weekly basis) copies of all executed sales
agreements, together with copies of any driver's license or other proof
of identity pr corporate authorization (or, in event of online sales the
required Online Order documentation) to:
Peelle Technologies
Attn: Document Processing
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
May 15, 2002
Page 2
However, in an effort to make this process as amicable as possible, WorldCom
Wireless is also, effective immediately, releasing Third Millennium Telecom
from any 800 MHz exclusivity, store exclusivity or any other type of
exclusivity the Agreement may have placed on Third Millennium Telecom.
This letter is also to remind you that Third Millennium Telecom has been
provided access to certain highly confidential and proprietary information
related to WorldCom Wireless, its business and its customers. The Agreement
further restricts Third Millennium Telecom from, among other things,
disclosing or using such confidential and proprietary information in a manner
determined to WorldCom Wireless or from soliciting WorldCom customers for the
behalf of other providers.
Sincerely yours,
/S/ X. XXXX XXXXXXX
X. Xxxx Xxxxxxx
Vice President and Chief Counsel
cc: Mr. Xxxxx Xxxxxxxx
Xx. Xxxxxx Xxxxxxx
Third Millennium Telecom hereby accepts WorldCom Wireless's offer to terminate
the Agreement by mutual agreement of the parties. Such termination by mutual
agreement shall be effective as of the date noted below.
THIRD MILLENNIUM TELECOM
_____________________________
By: _________________________
Title: ______________________
Date: _______________________
