Exhibit 2B
This AMENDMENT NO. 1 TO THE MASTER TRANSFER AGREEMENT (this "Amendment") dated
as of February 22, 2000, between and among France Telecom ("FT"), a societe
anonyme duly organized under the laws of France, Deutsche Telekom AG ("DT"), an
Aktiengesellschaft duly organized under the laws of Germany, NAB Nordamerika
Beteiligungs Holding GmbH ("NAB"), a limited liability company duly organized
under the laws of Germany and a wholly owned subsidiary of DT, Atlas
Telecommunications S.A. ("Atlas"), a societe anonyme duly organized under the
laws of Belgium, Sprint Corporation ("Sprint"), a corporation duly organized
under the laws of Kansas, United States of America, Sprint Global Venture, Inc.
("Sprint Sub"), a corporation duly organized under the laws of Kansas, United
States of America, and the JV Entities set forth on Schedule II of the Master
Transfer Agreement, as defined below (the "JV Entities"). FT, DT, NAB, Atlas,
Sprint, Sprint Sub and the JV Entities are collectively referred to herein as
the "Parties". Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Master Transfer Agreement.
W I T N E S S E T H:
WHEREAS, Sprint has agreed to sell, and FT and DT have agreed to purchase,
Sprint's interests in the Joint Venture pursuant to the terms and conditions of
a Master Transfer Agreement, dated as of January 21, 2000 (the "Master Transfer
Agreement"), between and among FT, DT, NAB, Atlas, Sprint, Sprint Sub, and the
JV Entities;
WHEREAS, the closing of the sale of Sprint's interests in the Joint Venture
pursuant to the terms and conditions of the Master Transfer Agreement is taking
place on the date hereof, immediately following the execution and delivery of
this Amendment; and
WHEREAS, pursuant to and in accordance with Section 10.09(a) of the Master
Transfer Agreement, the Parties wish to amend, modify and supplement the Master
Transfer Agreement and the Transition Plan attached thereto as Annex A, as set
forth in this Amendment.
NOW, THEREFORE, in consideration of the rights and obligations contained herein,
and for other good and valuable consideration, the adequacy of which is hereby
acknowledged, the Parties hereto agree as follows:
Section 1. Amendment of Recent Ordinary Course Obligations. As of the date
hereof, the definition of "Recent Ordinary Course Obligations" in Section 1.01
(Certain Defined Terms), shall be amended, by deleting,"(b) Subject Claims
arising between the Signing Date and the Closing Date", and replacing "(c)",
"(d)" and "(e)", with "(b)", "(c)", and "(d)", respectively.
Section 2. Amendment to Schedule for sale of Dedicated Assets. Notwithstanding
anything to the contrary contained in the Master Transfer Agreement or the
Transition Plan, and specifically amending Section 2.07(f) of the Master
Transfer Agreement and Section 10 of the Transition Plan, the Parties hereby
agree to the following amended time schedule with respect to the sale of
dedicated assets by Sprint to the Joint Venture in accordance with Section 10 of
the Transition Plan:
No later than March 1, 2000 the Joint Venture will notify Sprint in writing
which assets it intends to purchase from the list of assets provided by
Sprint pursuant to Section 10 of the Transition Plan (the "Notification
Date"), and the delivery of and payment for such assets selected shall take
place at a closing to be held at the offices of Shearman & Sterling, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. on the fifth Business
Day following the Notification Date (subject to any other arrangements that
may need to be made under regulatory considerations), or at such other time
and place as shall be agreed upon by the Parties in writing.
Section 3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same document.
Section 4. Governing Law. This Amendment shall be governed by, and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of law).
Section 5. No Third-Party Beneficiaries. This Amendment is for the sole benefit
of the Parties and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other person
any legal or equitable right, benefit or remedy of any nature whatsoever under
or by reason of this Amendment.
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IN WITNESS WHEREOF, this Amendment No. 1 to the Master Transfer Agreement
executed on behalf of the Parties by their respective duly authorized officers,
all as of the date first above written.
FRANCE TELECOM
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Group Executive President Large Business Division
DEUTSCHE TELEKOM AG
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Head of International Legal Affairs
NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH
By: /s/ Xx. Xxxxxxx Xxxxxxx
Name: Xx. Xxxxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director
ATLAS TELECOMMUNICATIONS, S.A.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Co-Chairman and Co-Managing Director
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By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Co-Chairman and Co-Managing Director
SPRINT CORPORATION
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Vice President - Law, General Business and
Technology
SPRINT GLOBAL VENTURE, INC.
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Vice President
GLOBAL ONE COMMUNICATIONS, L.L.C.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: General Proxyholder
GLOBAL ONE COMMUNICATIONS GBN HOLDING, LIMITED
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Officer
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GLOBAL ONE COMMUNICATIONS WORLD OPERATIONS, LIMITED
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Officer
GLOBAL ONE COMMUNICATIONS WORLD HOLDING, B.V.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: General Proxyholder
GLOBAL ONE COMMUNICATIONS WORLD SERVICE, B.V.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: General Proxyholder
GLOBAL ONE COMMUNICATIONS EUROPE, L.L.C.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx XXXX
Title: General Proxyholder
GLOBAL ONE COMMUNICATIONS HOLDING, B.V.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: General Proxyholder
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GLOBAL ONE COMMUNICATIONS SERVICE, B.V.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: General Proxyholder
GLOBAL ONE COMMUNICATIONS OPERATIONS, LIMITED
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: General Proxyholder
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