UPON THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE PARTIES SHALL FILE AN ORDER IN THE FORM ATTACHED
HERETO AS EXHIBIT "C" DISSOLVING THE PRELIMINARY INJUNCTION AND RELEASING THE
BOND POSTED IN CONNECTION THEREWITH.
5.
DISENTANGLEMENT PLAN. THE PARTIES HEREBY AGREE TO THE
DISENTANGLEMENT PLAN SET FORTH IN SECTIONS 5 AND 6 HEREOF, AND FURTHER AGREE
THAT IT CONSTITUTES THE DISENTANGLEMENT TRANSITION PLAN CONTEMPLATED BY
SECTION 12 OF THE MASTER SERVICES AGREEMENT:
A.
TRANSITION. NEXTEL SHALL TRANSFER DIRECTORY ASSISTANCE CALLS FOR
ITS CUSTOMERS FROM METRO ONE ON A CALL CENTER-BY-CALL CENTER BASIS. SCHEDULE 1
LISTS, BY LOCATION, THE METRO ONE CALL CENTERS CURRENTLY PROVIDING SERVICES TO
NEXTEL UNDER THE MASTER SERVICES AGREEMENT (EACH A "CALL CENTER") AND, FOR EACH
CALL CENTER A "PLANNED TRANSITION DATE" AND A "TERMINATION DATE."
B.
OBLIGATIONS OF NEXTEL. FOR EACH CALL CENTER FOR WHICH SCHEDULE 1
SPECIFIES A PLANNED TRANSITION DATE, NEXTEL SHALL USE ITS BEST EFFORTS TO
TRANSFER DIRECTORY ASSISTANCE CALLS OF ITS CUSTOMERS FROM THAT CALL CENTER ON OR
BEFORE THE SPECIFIED PLANNED TRANSITION DATE. IF NEXTEL IS UNABLE TO COMPLETE
THE TRANSITION BY THE PLANNED TRANSITION DATE, NEXTEL SHALL CONTINUE TO USE ITS
BEST EFFORTS TO COMPLETE THE TRANSITION AS SOON AS POSSIBLE THEREAFTER. ONCE ALL
NEXTEL CALLS HAVE BEEN TRANSITIONED FROM A CALL CENTER FOR A PERIOD OF
TWENTY-FOUR (24) HOURS (THE "ACTUAL TRANSITION DATE"), THE TRANSFER OF SUCH
CALLS SHALL BE DEEMED COMPLETE AND NEXTEL SHALL NOT ATTEMPT TO TRANSFER ANY SUCH
CALLS BACK TO SUCH CALL CENTER.
Other than as specified in Section 5.d, below, Nextel shall cease routing
directory assistance calls from its customers to each Call Center by no later
than the specified Termination Date for such Call Center.
C.
OBLIGATIONS OF METRO ONE. UNTIL THE EARLIER OF (I) THE ACTUAL
TRANSITION DATE, OR (II) THE TERMINATION DATE, METRO ONE SHALL CONTINUE TO
PROVIDE SERVICES TO NEXTEL FROM THAT CALL CENTER AS REQUIRED BY THE MASTER
SERVICES AGREEMENT, INCLUDING WITHOUT LIMITATION MAINTAINING THE SERVICE LEVEL
REQUIREMENTS SET FORTH IN SECTION 2.4 AND SCHEDULE 2.4 OF THE MASTER SERVICES
AGREEMENT ("SERVICE LEVELS"). ON THE EARLIER OF (I) THE ACTUAL TRANSITION DATE;
OR (II) THE TERMINATION DATE, METRO ONE SHALL HAVE NO FURTHER OBLIGATION (OTHER
THAN AS SPECIFIED IN SUBSECTION 5.D BELOW) TO PERFORM ITS OBLIGATIONS AND
PROVIDE NEXTEL WITH ANY OF THE SERVICES UNDER SECTION 2.3 AND THE RELATED
SCHEDULES AND ATTACHMENTS OF THE MASTER SERVICE AGREEMENT, INCLUDING WITHOUT
LIMITATION MAINTAINING SERVICE LEVELS WITH RESPECT TO ANY NEXTEL CALLS ROUTED TO
THE APPLICABLE CALL CENTER, PROVIDED, HOWEVER, THAT NOTHING IN THIS
SUBSECTION SHALL BE DEEMED
2
TO PREVENT METRO ONE FROM CONTINUING TO OPERATE A PARTICULAR CALL CENTER AFTER
THE ACTUAL TRANSITION DATE OR TERMINATION DATE, AS APPLICABLE, TO SERVE
CUSTOMERS OF CARRIERS OTHER THAN NEXTEL.
In the event that any Termination Date must be extended as a result of any act
or omission within the sole control of Metro One, such that the Actual
Transition Date occurs later than the specified Termination Date, then Metro
One's