EXHIBIT 7(b)
AMENDMENT NO. 1
TO THE
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NET2PHONE HOLDINGS, L.L.C.
This Amendment No. 1 to the Second Amended and Restated Limited
Liability Company Agreement of Net2Phone Holdings, L.L.C. (the "Company") is
made, entered into and effective as of October 31, 2001 (the "Agreement"), by
and among AT&T Corp., a New York corporation ("AT&T"), ITelTech, LLC, a Delaware
limited liability company ("AT&T Sub"), IDT Corporation, a Delaware corporation
("IDT Corporation"), IDT Domestic-Union, LLC, a Delaware limited liability
company ("IDT Sub"), IDT Investments Inc., a Nevada corporation ("IDT
Investments"), Liberty Media Corporation, a Delaware corporation ("LMC"), and
LMC Animal Planet, Inc., a Colorado corporation ("Liberty Sub"). Capitalized
terms used herein but not otherwise defined herein have the meanings ascribed to
such terms in the Second Amended and Restated Limited Liability Company
Agreement (as defined below).
WHEREAS, the Company was formed under the Act pursuant to the
Certificate of Formation filed with the Secretary of State of the State of
Delaware on October 17, 2001;
WHEREAS, IDT Sub entered into a Limited Liability Company
Agreement, dated as of October 19, 2001, in respect of the Company, which was
amended and restated on October 19, 2001, by the Amended and Restated Limited
Liability Company Agreement, dated as of October 19, 2001, entered into by IDT
Sub, AT&T Sub and AT&T, and which was further amended and restated on October
19, 2001 by the Second Amended and Restated Limited Liability Company Agreement,
dated as of October 19, 2001 (the "Second Amended and Restated Limited Liability
Company Agreement"), entered into by AT&T, AT&T Sub, IDT Corporation, IDT Sub,
IDT Investments, LMC and Liberty Sub; and
WHEREAS, AT&T, AT&T Sub, IDT Corporation, IDT Sub, IDT
Investments, LMC and Liberty Sub desire to amend Section 2.2 of the Second
Amended and Restated Limited Liability Company Agreement by changing the name of
the Company to "NTOP Holdings, L.L.C.", and file a Certificate of Amendment to
the Certificate of Formation of the Company to reflect such name change.
NOW, THEREFORE, the parties hereby agree as follows:
1. Amendment. The Second Amended and Restated Limited
Liability Company Agreement is hereby amended by deleting Section 2.2 in its
entirety and replacing it with the following:
"Section 2.2. Company Name. The business of the Company shall be
conducted under the name of "NTOP Holdings, L.L.C." in the State of Delaware and
under such name or such assumed or trade names as the Board of Managers deem
necessary or appropriate to comply with the requirements of any other
jurisdiction in which the Company may be required to qualify."
2. Second Amended and Restated Limited Liability Company
Agreement. In all other respects, the Second Amended and Restated Limited
Liability Company Agreement remains in full force and effect.
3. Counterparts. This Agreement may be executed in two or
more separate counterparts, each of which shall constitute an original and all
of which, when taken together, shall constitute one Agreement.
4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS THEREOF.
[Signatures on the following page.]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
AT&T CORP.
By: /s/ Xxxxxx Xxxx
---------------------------------------
Name: Xxxxxx Xxxx
Title: General Attorney & Assistant Secretary
ITELTECH, LLC
By: /s/ Xxxxxx Xxxx
---------------------------------------
Name: Xxxxxx Xxxx
Title: President
IDT DOMESTIC-UNION, LLC
By: IDT Domestic Telecom, Inc., its Managing
Member
By: /s/ Xxxxx Xxxxxxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: CEO
IDT CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO & Vice Chairman
IDT INVESTMENTS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: VP & CFO
LMC ANIMAL PLANET, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
