1
EXHIBIT 3.1.1
AMENDMENT N degrees 1
TO THE
AMENDED AND RESTATED
AGREEMENT OF GENERAL PARTNERSHIP
OF
TELEGLOBE MOBILE PARTNERS
THIS AMENDMENT N degrees 1 to the Amended and Restated Agreement of General
Partnership of Teleglobe Mobile Partners (the "AMENDMENT N* 1") is made and
entered into as of this 9th day of September, 1995 by and among, Teleglobe
Mobile Investment Inc. (the "MANAGING PARTNER"), Teleglobe Mobile L.P.
("TELEGLOBE MOBILE") and TR (U.S.A.) Ltd. ("TR").
WHEREAS the Managing Partner, Teleglobe Mobile and TR desire to amend and modify
the Amended and Restated Agreement of General Partnership of Teleglobe Mobile
Partners dated as of June 29, 1994 (the "AGREEMENT").
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Terms used but not otherwise defined herein shall have the meaning
ascribed thereto in the Agreement.
SECTION 2. The definition at Subsection 2.1(e) "Amended and Restated Agreement"
is deleted in its entirety and replaced by the following :
"(e) "AMENDED AND RESTATED AGREEMENT" shall have the meaning ascribed to such
term in the recitals hereto, as such agreement may be amended from time to
time."
The definition at Section 2.1 (o) "Escrow Agreement" is deleted in its entirety.
SECTION 3. Section 3.2 entitled "Initial Capital Contribution" is deleted in its
entirety and replaced by the following :
"3.2 INITIAL CAPITAL CONTRIBUTIONS.
(a) On July 21, 1993, the Managing Partner and Teleglobe Mobile L.P. have
initially contributed amounts to the capital of the Partnership as
provided on Schedule A attached hereto concurrently with the execution of
the Original Agreement. On July 21, 1993 and on November 18, 1993, the
Managing Partner and Teleglobe Mobile L.P. have contributed additional
amounts to the capital of the Partnership as provided on Schedule B
attached hereto.
Contemporaneously with the execution of this Amended and Restated
Agreement, New
2
Partner agrees to contribute the sum of Forty Three Million, Nine Hundred
and Six Thousand Eight Hundred and Twenty Two Dollars ($43,906,822) in
consideration for the thirty percent Sharing Percentage, of which
Seventeen Million Five Hundred Sixty Two Thousand Seven Hundred and Twenty
Nine Dollars ($17,562,729) has been paid.
(b) With respect to the payment of the remaining Twenty Six Million Three
Hundred and Forty Four Thousand and Ninety Three Dollars ($26,344,093) of
Initial Capital Contribution of New Partner, New Partner agrees to
disburse the amount requested by the Managing Partner as follows:
DATE AMOUNT
---- ------
January 1, 1996 $13,500,000
April 1, 1996 $9,000,000
July 1, 1996 $3,844,093
TOTAL $26,344,093
In addition to the Capital Contribution referred to above in paragraph
(a), the Managing Partner and Teleglobe Mobile L.P. agree to make an
additional Capital Contribution in the amount of Forty Three Million Six
Hundred and Sixty Six Thousand Eight Hundred and Ninety Four Dollars
($43,663,894) as follows:
DATE AMOUNT
-------------------- --------------------------------------------
Managing Partner Teleglobe Mobile, L.P.
---------------- ----------------------
Option Exercise Date 45,500 6,454,500
October 1, 1995 35,000 4,965,000
January 1, 1996 115,500 16,384,500
April 1, 1996 77,000 10,923,000
July 1, 1996 32,647 4,631,247
---------------- ----------------------
305,647 43,358,247
3
(c) In order to secure the payment obligation of such remaining portion of the
Initial Capital Contribution of New Partner, New Partner hereby delivers a
guarantee by Technology Resources Industries Berhad, the parent company of
New Partner, in the maximum amount of Twenty Six Million Three Hundred and
Forty Four Thousand and Ninety Three Dollars ($26,344,093).
(d) In the event that New Partner or Technology Resources Industries Berhad is
in default to make any payment as provided in this section 3.2, then New
Partner's Sharing Percentage shall be adjusted in the manner provided in
Section 3.3 and this Amended and Restated Agreement shall, without any
further action on the part of any Partner, be amended to provide that New
Partner's total Initial Capital Contribution shall be limited to the
amount actually contributed by New Partner. In such event, the Partners
also give the power to the Managing Partner to amend any provision of this
Amended and Restated Agreement which require a modification as a result of
the change in the New Partner Initial Capital Contribution and Sharing
Percentage.
All capital contributions referred to in this Section 3.2 shall be
collectively referred to as the "Initial Capital Contribution"."
SECTION 4. All other provisions of this Agreement shall remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the day and year first above.
TELEGLOBE MOBILE TELEGLOBE MOBILE L.P.
INVESTMENT INC. BY ITS GENERAL PARTNER
TELEGLOBE MOBILE INC.
4
Per: /s/ XXXXXXX X. XXXXXXX Per: /s/ XXXX XXXXXX
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx
Title: Chairman of the Board and Title: President
Chief Executive Officer
TR (U.S.A.) LTD.
Per: /s/ TAJUDIN RAMLI
Name: Tajudin Ramli
Title: Director
