FOR USE IN THE UNITED STATES WITHOUT THE
OPERATING COMPANY'S WRITTEN CONSENT.
IF THE OPERATING COMPANY DECLINES TO
ACQUIRE OR ADOPT THE ASP ITEM(S), THE PROVIDER MAY PROVIDE THE ASP ITEM(S) TO
THE THIRD PARTY; AND (B) PROVIDE THE OPERATING COMPANY WITH A REASONABLY
DETAILED SERVICE DEPLOYMENT PLAN WITH RESPECT TO THE ASP ITEM(S).
THE FOREGOING
SHALL NOT APPLY TO CONTRACTS BETWEEN A PROVIDER AND ANY THIRD PARTY ENTERED INTO
PRIOR TO NOVEMBER 1, 2004.
UNDER
15
NO CIRCUMSTANCES SHALL SKT PROPOSE TO OFFER ASP ITEMS TO THIRD PARTIES WITHIN OR
FOR USE IN THE UNITED STATES DURING 2005.
6.6.
FUTURE SERVICES.
EARTHLINK AND SKTI ACKNOWLEDGE THAT THE LIST OF
RESTRICTED SERVICES IS COMPLETE AS OF THE DATE FIRST ABOVE WRITTEN.
IF
EARTHLINK OR SKT PROVIDES ANY FUTURE PRODUCTS OR SERVICES WITHIN THE UNITED
STATES, SUCH AS WIRED-WIRELESS INTEGRATED SERVICE OR SATELLITE/TERRESTRIAL
DIGITAL BROADCASTING SERVICES, THAT ARE EXCLUDED FROM THE THEN-CURRENT SCOPE OF
RESTRICTED SERVICES, THEN, FOR SO LONG AS SUCH STOCKHOLDER OR A SUBSIDIARY OF
SUCH STOCKHOLDER OWNS A SHARE OF CLASS B COMMON STOCK, EARTHLINK AND SKT SHALL
NEGOTIATE IN GOOD FAITH WHETHER OR NOT TO INCLUDE SUCH SERVICES AS PART OF THE
RESTRICTED SERVICES.
6.7.
EXCLUSIVITY.
EARTHLINK AND SKT AND THEIR SUBSIDIARIES SHALL NOT
PROVIDE MOBILE WIRELESS VOICE OR DATA SERVICES OVER HANDSETS IN THE UNITED
STATES.
NEITHER EARTHLINK NOR SKT NOR THEIR RESPECTIVE SUBSIDIARIES SHALL
ASSIST ANY PARENT ENTITY OR ANY SUBSIDIARY OF A PARENT ENTITY IN ANY ACTIVITY
THAT WOULD CONSTITUTE A VIOLATION OF THIS EXCLUSIVITY PROVISION IF IT WERE
PERFORMED BY SUCH PARTY OR ITS SUBSIDIARY DIRECTLY.
EXCEPT AS PROVIDED IN THIS
AGREEMENT, NOTHING SHALL PROHIBIT EARTHLINK AND SKT OR THEIR RESPECTIVE
SUBSIDIARIES FROM COMPETING WITH EACH OTHER OR THE OPERATING COMPANY, ITS PARENT
ENTITY OR ANY OF ITS SUBSIDIARIES.
THE RESTRICTIONS SET FORTH IN THIS
SECTION 6.7 SHALL TERMINATE ON THE DATE THAT IS TWO (2) YEARS FROM THE FIRST
DATE ON WHICH EITHER CLASS B STOCKHOLDER'S OWNERSHIP OF THE TOTAL OUTSTANDING
FALLS BELOW TEN PERCENT (10%).
6.8.
RIGHT OF FIRST NEGOTIATION.
EARTHLINK, FOR SO LONG AS EARTHLINK OR
A SUBSIDIARY OF EARTHLINK OWNS A SHARE OF CLASS B COMMON STOCK, SHALL HAVE A
"RIGHT OF FIRST NEGOTIATION" FOR THE OPPORTUNITY TO PARTICIPATE IN ANY VENTURE
THAT SKT, DIRECTLY OR INDIRECTLY, MIGHT LAUNCH IN CANADA TO PROVIDE PRODUCTS AND
SERVICES SUBSTANTIALLY SIMILAR TO THE OPERATING COMPANY PRODUCTS AND SERVICES.
UPON RECEIPT OF WRITTEN NOTICE FROM SKT OF ITS INTENT TO PURSUE A SIMILAR
VENTURE IN CANADA, EARTHLINK SHALL HAVE TEN (10) DAYS TO EXERCISE ITS RIGHT OF
FIRST NEGOTIATION BY DELIVERING WRITTEN NOTICE TO SKT OF ITS INTEREST IN
PARTICIPATING IN THE VENTURE.
UPON EARTHLINK'S EXERCISE OF ITS RIGHT OF FIRST
NEGOTIATION, THE PARTIES WILL NEGOTIATE EXCLUSIVELY WITH ONE ANOTHER IN GOOD
FAITH TO ENTER INTO DEFINITIVE AGREEMENTS AND CONSUMMATE THE POTENTIAL VENTURE
WITHIN A MINIMUM PERIOD OF ONE HUNDRED FIFTY (150) DAYS (WHICH SHALL BE EXTENDED
TO PERMIT REQUIRED GOVERNMENTAL APPROVALS).
6.9.
AVAILABILITY OF INJUNCTIVE RELIEF.
THE PARTIES ACKNOWLEDGE THAT
EACH