Exhibit 99A
AMENDMENT NO. 1 TO
JOINT VENTURE AGREEMENT
THIS AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT
(this "Amendment"), dated as of January 31, 1996, by and among
SPRINT CORPORATION, a Kansas corporation ("Sprint"), SPRINT
GLOBAL VENTURE, INC., a Kansas corporation ("Sprint Sub"),
FRANCE TELECOM, an exploitant public formed under the laws of
France ("FT"), DEUTSCHE TELEKOM AG, an Aktiengesellschaft
formed under the laws of Germany ("DT"), and ATLAS
TELECOMMUNICATIONS S.A., a societe anonyme formed under
the laws of Belgium ("Atlas");
W I T N E S S E T H:
WHEREAS, Sprint, Sprint Sub, FT and DT have entered into
that certain Joint Venture Agreement, dated as of June 22, 1995
(the "June 22 JVA"), pursuant to which Sprint, Sprint Sub, FT and
DT agreed to form the Joint Venture to provide telecommunications
services and to pursue various telecommunications opportunities
around the globe;
WHEREAS, Sprint, Sprint Sub, FT and DT wish to amend the
June 22 JVA to reflect certain agreements reached by Sprint,
Sprint Sub, FT and DT subsequent to their entering into the June
22 JVA;
WHEREAS, Atlas wishes to become a Party to the June 22
JVA as amended by this Amendment; and
WHEREAS, in furtherance of the objectives set forth above,
the Parties desire to enter into this Amendment.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained
herein, in the June 22 JVA and in the other Operative Agreements,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:
ARTICLE 1.
DEFINITIONS AND CONSTRUCTION
Section 1.1. Certain Definitions; Interpretation. Capitalized
terms used and not otherwise defined herein shall have the
meaning ascribed thereto in the Joint Venture Agreement.
Section 1.3 of the June 22 JVA shall apply to this Amendment.
ARTICLE 2.
AMENDMENTS; ETC.
Section 2.1. Amendments to Article 1 of the June 22 JVA.
(a) The definition of "Atlas Joint Venture Agreement"
contained in Section 1.1 of the June 22 JVA is amended to read in
its entirety as follows:
"`Atlas Joint Venture Agreement' shall mean
the Amended and Restated Joint Venture Agreement
between FT and DT dated as of January 22, 1996
relating to the Atlas joint venture between FT and DT."
(b) The definition of "Atlas Joint Venture Documents "
contained in Section 1.1 of the June 22 JVA is amended to read in
its entirety as follows:
"`Atlas Joint Venture Documents' shall mean
the Atlas Joint Venture Agreement, the Statuts,
the Shareholders Agreement, the DT Collateral
Agreements and the FT Collateral Agreements, as
such terms are defined in the Atlas Joint Venture
Agreement, except for the Intellectual Property
Agreement between Transpac S.A. and FT to be
entered into prior to February 29, 1996 pursuant to
Article 4.01(d)(2) of the Atlas Joint Venture Agreement
which shall become an FT Collateral Agreement on
the date such agreement is executed."
(c) "Atlas/▇▇▇ Services Agreement" shall mean the Atlas/▇▇▇
Services Agreement as defined in Section 3.2.
(d) The definition of "Atlas Transactions" contained in
Section 1.1 of the June 22 JVA is amended to read in its entirety
as follows:
"`Atlas Transactions' shall mean the transactions
contemplated by the Atlas Joint Venture Documents
to be consummated on or prior to the `First Closing'
(as defined in the Atlas Joint Venture Documents)."
(e) The definition of "GBN Entities" contained in Section
1.1 of the June 22 JVA is amended to read in its entirety as
follows:
"`GBN Entities' shall mean the GBN Parent
Entity and all other JV Entities formed or acquired
for the purpose of conducting the GBN Business."
(f) The definition of "Intellectual Property Agreements"
contained in Section 1.1 of the June 22 JVA is amended to read in
its entirety as follows:
"`Intellectual Property Agreements' shall
mean theSprint Technical Information Contribution
Agreement, the Atlas Technical Information
Contribution Agreement, the Trademark Contribution
Agreement between Sprint Sub and ROW Services,
L.L.C., the Trademark Contribution Agreement between
DT and ▇▇▇ Holdco B.V., the Trademark Contribution
Agreement between DT and ROW Holdco B.V., the
Trademark Sale and Assignment Agreement between
Sprint International Communications Corporation and ▇▇▇
Holdco B.V., the Trademark Sale and Assignment Agreement
between Sprint International Communications Corporation
and ROW Holdco B.V., the Technical Information License
and Access Master Agreement, the JV Trademark License
and Master Agreement and the Trademark License and
Master Agreement, in each case to be mutually agreed to
by the Parties and entered into pursuant to Section 15.19."
(g) The definition of "JV Entities" contained in Section
1.1 of the June 22 JVA is amended to read in its entirety as
follows:
"`JV Entity' shall mean the GBN Parent
Entity, the ROW Parent Entity and the ▇▇▇ Parent
Entity, and each other Person formed or acquired
pursuant to the terms hereof to conduct the Venture
Business, it being understood that to the extent holding
company structures are utilized, the holding company
and each other Person it Controls shall each be deemed
a JV Entity. Sprint, FT, DT and Atlas and their respective
Subsidiaries shall not be deemed to be JV Entities. No
GBN Special Matter Subsidiary, Sprint Plan Action
Subsidiary or Atlas Plan Action Subsidiary shall be
deemed to be a JV Entity, unless the outstanding equity
interests in such GBN Special Matter Subsidiary, Sprint
Plan Action Subsidiary or Atlas Plan Action Subsidiary
are purchased pursuant to Section 8.1(b), 8.2(d) or
8.3(d), as the case may be."
(h) The definition of "Restricted Services" contained in
Section 1.1 of the June 22 JVA is amended to read in its entirety
as follows:
"`Restricted Services' shall mean those services listed
on Schedule 1.1(f)."
(i) The definitions of "▇▇▇ Entities" and "ROW Entities"
contained in Section 1.1 of the June 22 JVA are amended to read
in their entirety as follows:
"`▇▇▇ Entities' shall mean the ▇▇▇ Parent Entity
and all other JV Entities formed or acquired for the
purpose of conducting the Venture Business in the ▇▇▇
Territory, any of which may be formed as, among other
things, a partnership or a limited liability company."
"`ROW Entities' shall mean the ROW Parent
Entity and all other JV Entities formed or acquired for
the purpose of conducting the Venture Business in the
ROW Territory, any of which may be formed as, among
other things, a partnership or a limited liability company."
(j) The following definition of "Atlas Full Implementation
Date" is inserted in Section 1.1 immediately following the
definition of "Assumed Liabilities:"
"`Atlas Full Implementation Date' shall mean
the date on which each of FT and DT shall have
contributed to Atlas substantially all of the businesses
and assets which it committed to contribute to Atlas
at the Second Closing (as defined in the Atlas Joint
Venture Documents), provided that the fair market
value of Atlas immediately following such contribution
is at least equal to ECU 1 billion."
(k) The definitions of "DT Intellectual Property
Agreements," "FT Intellectual Property Agreements" and "Sprint
Intellectual Property Agreements" contained in Section 1.1 of
the June 22 JVA are deleted in their entirety.
(l) The last sentence of Section 1.3 of the June 22 JVA is
deleted in its entirety.
Section 2.2. Amendments to Article 2 of the
Joint Venture Agreement.
(a) Section 2.1(c) of the June 22 JVA is amended to read in
its entirety as follows:
"(c) To the extent provided in the Services
Agreements, the Joint Venture will also be a
nonexclusive sales representative or reseller with
respect to the products and services of FT, DT and
Sprint set forth on Schedule 2.1(c)."
(b) Section 2.2(b) of the June 22 JVA is amended to read in
its entirety as follows:
"(b) The Parties also agree that, except as
prohibited by Applicable Law or as otherwise provided
in the Operative Agreements: (1) each of FT and DT
and their respective Subsidiaries (other than Atlas
and its Subsidiaries) will be the exclusive distributors
of the JV Services in their respective Home Countries;
(2) Sprint and its Subsidiaries will be the exclusive
distributors of the JV Services in their Home Country;
and (3) each Party will supply certain products and
services to the Joint Venture pursuant to and in
accordance with the other Operative Agreements to
which it is a party. Each of FT and DT
further agrees that if (i) Atlas or its Subsidiaries
shall provide any product or service to the Joint
Venture under a Services Agreement and (ii) such
Services Agreement further expressly contemplates
that such product or service shall be made available
by it to Atlas or its Subsidiaries in order to permit
Atlas or its Subsidiaries to perform such obligation,
it shall cause such product or service to be so
made available to Atlas or its Subsidiaries. Sprint
further agrees that if (x) Sprint Sub or its Subsidiaries
shall provide any product or service to the Joint
Venture under a Services Agreement and (y) such
Services Agreement further expressly contemplates
that such product or service shall be made available
by it to Sprint Sub or its Subsidiaries in order to
permit Sprint Sub or its Subsidiaries to perform such
obligation, it shall cause such product or service
to be so made available to Sprint Sub or its Subsidiaries."
Section 2.3. Amendments to Article 3 of the Joint Venture
Agreement. Section 3.2 of the June 22 JVA is amended to read in
its entirety as follows:
"Section 3.2. Responsibility for Global
and Regional Functions. The Parties have allocated
to the ROW Group and the ▇▇▇ Group certain global
functions as listed in Schedule 3.2 hereto. For each
global function, a corresponding regional function (i)
in the ▇▇▇ Territory will be allocated to the ▇▇▇
Parent Entity and (ii) in the ROW Territory will be
allocated to the ROW Parent Entity. Atlas shall
perform certain global and regional functions
allocated to the ▇▇▇ Group pursuant to a services
contract to be negotiated by Atlas and the ▇▇▇
Group and approved by the Parties (the "Atlas/▇▇▇
Services Agreement"). The Parties agree that in
negotiating any such services contract, the Parties
will use the terms set forth in Exhibit 3.2 as the
starting point for such negotiations, to the extent
that such terms are relevant to the structure of the
Joint Venture at the time of such negotiations.
Subject to Sections 18.1(a)(v) and (vi), the Global
Venture Board may from time to time create new
global functions, delete existing global functions
or change the allocation of any global functions."
Section 2.4. Governance Provisions. In accordance with
Sections 15.27, 15.28 and 15.29 of the June 22 JVA, certain of
the Parties or their Affiliates are entering into the Shareholders
Agreements concurrently with this Amendment. In accordance
with Section 15.30 of the Joint Venture Agreement, the Parties
have approved the form of the Constituent Documents. The Parties
acknowledge that certain of the provisions contained in the Shareholders
Agreements or the Constituent Documents which implement
Articles 4, 5, 6 and 7 and Section 18.1 of the Joint Venture
Agreement are inconsistent with such provisions of the June 22
JVA and agree that the provisions of the Shareholders Agreement
and the Constituent Documents shall, to the extent inconsistent
with the provisions of the June 22 JVA, supersede such provisions
of the June 22 JVA.
Section 2.5. Funding Principles. In accordance with
Sections 15.27, 15.28 and 15.29 of the Joint Venture Agreement,
certain of the Parties or their Affiliates are entering into the
Shareholders Agreements concurrently with this Amendment. The
Parties acknowledge that certain of the provisions contained in
the Shareholders Agreements which implement Sections 8.1, 8.2 and
8.3 and Article 11 of the Joint Venture Agreement are
inconsistent with such provisions of the June 22 JVA and agree
that the provisions of the Shareholders Agreement shall, to the
extent inconsistent with such provisions of the June 22 JVA,
supersede such provisions of the June 22 JVA.
Section 2.6. Tax Matters Agreement. In accordance with
Section 15.33 of the Joint Venture Agreement, the Parties are
entering into the Tax Matters Agreement concurrently with this
Amendment. The Parties acknowledge that certain of the
provisions contained in the Tax Matters Agreement are
inconsistent with certain provisions of the June 22 JVA and agree
that the provisions of the Tax Matters Agreement shall, to the
extent inconsistent with the provisions of the June 22 JVA,
supersede such provisions of the June 22 JVA.
Section 2.7. Master Transfer Agreement; Employee
Matters Agreement; Intellectual Property Agreements. In
accordance with Sections 15.18 and 15.17, respectively,
of the Joint Venture Agreement, the Parties are entering into
the Master Transfer Agreement and the Employee Matters
Agreement concurrently with this Amendment. The Parties
acknowledge that certain of the provisions contained in the Master
Transfer Agreement and the Employee Matters Agreement are
inconsistent with Schedule 11.1(a) of the June 22 JVA (e.g.
such provisions do not provide for the transfer of certain assets
listed on Schedule 11.1(a)) and that certain provisions of certain
Intellectual Property Agreements may be inconsistent with such
Schedule, and agree that the provisions of the Master Transfer
Agreement, the Employee Matters Agreement and such
Intellectual Property Agreements, to the extent inconsistent with
Schedule 11.1(a) of the June 22 JVA, shall supersede Schedule
11.1(a) of the June 22 JVA.
Section 2.8. Amendments to Article 10 of the June 22 JVA.
(a) Section 10.3(a)(i) of the June 22 JVA is amended to
read in its entirety as follows:
"(i) Offer any national long distance services in
competition with an Affiliated National Operation or an
Affiliated Public Telephone Operator ("Competing LD
Services"), provided that, subject to Sections 10.3(c)
and (d), any Party or any of its Affiliates shall remain
free to Offer such national long distance services in
any country or territory within the ▇▇▇ Territory to the
extent permitted by Applicable Law until and unless
the Joint Venture is able to control (as such term is used
within the meaning of Regulation 4064/89 (OJ L395
of 30.12.1989) on the control of concentrations between
undertakings as of the date hereof) such Affiliated National
Operation or Affiliated Public Telephone Operator located
within such country or territory, and provided further that,
subject to Section 10.3(c), a Party or its Affiliates may
Invest or Participate in a Public Telephone Operator Offering
Competing LD Services;"
(b) Section 10.4(d) of the June 22 JVA is amended to read
in its entirety as follows:
"(d) Excluded Businesses. Subject to Section 10.5,
the ownership by a Party (directly or indirectly through an
Affiliate) of any ownership interest in any Excluded Business
and the conduct by such Party or its Affiliate of such Excluded
Business with any Person."
(c) Section 10.4(o) of the June 22 JVA is amended by
deleting the words "on Schedule 10.4(o) hereto" and inserting in
their place the words "on a schedule to the Master Transfer Agreement."
(d) Section 10.4(p) of the June 22 JVA is amended
to read in its entirety as follows:
"(p) Sprint's Businesses in France and Germany.
Sprint is currently negotiating with each of DT and FT
regarding a possible sale of the voice, data, card, and
messaging businesses of Sprint and its Affiliates in
France and Germany. The Parties agree that nothing
in Article 10 of this Agreement shall be construed to
prohibit for a period of twelve (12) months following
the Closing Date (i) the continued ownership by Sprint
and its Affiliates of such businesses, (ii) any activities of
Sprint and its Affiliates in connection with the performance
of the contracts of such businesses existing on the
Closing Date, or (iii) any activities of Sprint and its
Affiliates in connection with the orderly sale, divestiture
or wind down of such businesses. In addition, nothing in
Article 10 of this Agreement shall be construed to prohibit
Sprint and its Affiliates from entering into new customer
contracts in connection with such businesses for four (4)
months after Closing in the case of the voice businesses
and six (6) months after Closing in the case of the data
and messaging, and card businesses, provided, however,
that such contracts are within the current scope of business
of such businesses. Sprint agrees that it will sell, divest
or wind down such businesses within twelve (12) months
after Closing (subject, in the event that any such sale or
divestiture is made to FT, DT, Atlas or any of their respective
Affiliates, to approval of such sale or divestiture in accordance
with Section 15.38)."
(e) Section 10.5(a) of the June 22 JVA is amended to read
in its entirety as follows:
"The Parties have agreed upon the scope of each
Excluded Business (the "Approved Scope"), which Approved
Scope is set forth on Schedule 10.5(a) hereto. After the
Closing Date, the Global Venture Board shall review each
year the Excluded Businesses to determine whether any
further action should be taken with respect thereto."
(f) Section 10.5 of the June 22 JVA is amended by adding
a new Section 10.5(c) as follows:
"(c) Except as otherwise set forth in this Section
10.5(c), it shall be deemed within the Approved Scope
of a Party's Excluded Business for such Party (directly
or indirectly through an Affiliate) to increase its Investment
or Participation in such Excluded Business. Each Party
shall give prior written notice to the Global Venture Board
of any increase in its Investment or Participation in any
of its Excluded Businesses. If as a result of such increase
in its Investment or Participation, the Party (directly or
indirectly through an Affiliate) obtains Control of such
Excluded Business (such Excluded Business after such
increase, the "Controlled Excluded Business") and such
business Offers Competing Services or Competing LD
Services, such Party shall use commercially reasonable
efforts to cause such Controlled Excluded Business to
enter into an Affiliation Agreement with the appropriate JV
Entity, and the Joint Venture shall negotiate in good faith to
enter into an Affiliation Agreement with such Controlled
Excluded Business, all in accordance with Section 16.8(c),
unless the representatives of the Parties on the Global
Venture Board other than the representative of the Party
that controls the Controlled Excluded Business, in their sole
and absolute discretion shall have not approved the entering
into of an Affiliation Agreement with such Controlled
Excluded Business. No Party shall be obligated to cause
any Controlled Excluded Business to enter into an Affiliation
Agreement pursuant to this Agreement if any material element
of such Affiliation Agreement, as contemplated by Section
16.8(c), would violate either Applicable Law or any material
contractual obligations of the Party with respect to such
Controlled Excluded Business. If any Party fails to perform
its obligation to use commercially reasonable efforts to cause
its Controlled Excluded Business to enter into an Affiliation
Agreement with the appropriate JV Entity, such Controlled
Excluded Business shall be deemed to exceed its Approved
Scope."
(g) Section 10.6(b) of the June 22 JVA is amended by
inserting the following language at the end thereof:
"The Parties further confirm that, notwithstanding
the foregoing, this Section 10.6(b) shall not apply to `FT
or DT Products and Services' as defined in Section ▇.▇.
of the Final Judgment filed in U.S. v. Sprint Corporation,
Civ. No. 95-1304 (D.D.C. July 17, 1995), provided that,
for purposes hereof, such FT or DT Products or Services
are agreed to include not only `leased lines or international
half circuits between the United States and France or
between the United States and Germany' as defined in
Subpart ▇.▇(iii) of such Final Judgment, but also
international leased lines or international half circuits
between France or Germany and any other country
or territory."
Section 2.9. GBN Assets. Notwithstanding anything to the
contrary contained in Article 11 of the Joint Venture Agreement,
the Master Transfer Agreement shall not be required to identify
the Sprint GBN Assets, FT GBN Assets or the DT GBN Assets, and
the Parties shall not be required to transfer the Sprint GBN
Assets, the FT GBN Assets or the DT GBN Assets to the JV Entities
within the GBN Group or any Regional Operating Group.
Section 2.10. Amendments to Article 12 of the June 22 JVA.
(a) Section 12.1(a) of the June 22 JVA is amended by
replacing the words "Debevoise & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇" with
the words "▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇."
(b) Section 12.1(b) of the June 22 JVA is amended by
deleting clause (i) thereof.
(c) Section 12.2(g) of the June 22 JVA is deleted in its
entirety.
Section 2.11. Governmental Approvals. Each of the Parties
hereby waives those conditions contained in Sections 13.1(a)(i),
13.1(a)(ii), 13.1(a)(iv) and 13.1(a)(vi) to the obligations of
such Party and its Affiliates to make their respective capital
contributions described in Section 11.1 and the obligations of
such Party and its Affiliates to enter into the other Operative
Agreements to which they are parties and otherwise to consummate
the Transactions to be consummated by them at Closing. Each of
the Parties further agrees to take those actions described in
Section 15.2 with respect to the Governmental Approvals referred
to in the previous sentence until such time as such Governmental
Approvals have been obtained.
Section 2.12. Business Plans. Each of the Parties hereby
irrevocably waives the condition to the obligations of such Party
and its Affiliates to make their respective capital contributions
described in Section 11.1 and the obligations of such Party and
its Affiliates to enter into the other Operative Agreements to
which they are parties and otherwise to consummate the
Transactions to be consummated by them at Closing contained in
Section 13.1(e) that the Closing Business Plans for the Regional
Operating Groups be in form and substance satisfactory to each
Party.
Section 2.13. Amendments to Article 13 of the June 22 JVA.
(a) Section 13.1 of the June 22 JVA is amended by
adding a new Section 13.1 (f) as follows:
"(f) National Antitrust Approvals. Notwithstanding
anything to the contrary in this Agreement or in any
other Operative Agreement: (a) the Parties agree that
the receipt of any Governmental Approval under national
Applicable Laws relating to antitrust or merger control
(a "National Antitrust Approval") shall not be a condition
to the obligation of any Party and its Affiliates to make
their respective capital contributions described in
Section 11.1 and the obligation of such Party and its
Affiliates to enter into the other Operative Agreements
to which they are parties and otherwise to consummate
the Transactions to be consummated by them at Closing;
and (b) no representation or warranty to be made on or
prior to the Closing Date by any party to any Operative
Agreement in such agreement or any document to be
delivered pursuant thereto shall be deemed to be made
with respect to any National Antitrust Approval."
(b) Section 13.2(h) of the June 22 JVA is deleted
in its entirety.
(c) Each of the Parties hereby irrevocably waives its
right to assert a Burdensome Condition resulting from (i)
except as set forth in clause (iii) below, the absence of any
Governmental Approvals of the Transactions as of the Closing Date
pursuant to Article 85, or the laws of any member EU country
(including France and Germany) that would otherwise be preempted
by the receipt of a final exemption under Article 85(3) of the
Treaty of Rome, (ii) the terms of FCC Declaratory Ruling and
Order No. 95-498 released January 11, 1996 or the terms of the
Final Judgment filed in U.S. v. Sprint Corporation, Civ. No. 95-
1304 (D.D.C. July 17, 1995) or, in each case, any modified terms
if such modified terms do not materially deviate from the
original terms thereof, or (iii) the imposition of any conditions
to the receipt of a final exemption under Article 85(3) of the
Treaty of Rome to the extent that such conditions do not
materially deviate from those set forth in the public notice
pursuant to Article 19(3) of EC Regulation 17, published in the
Official Journal of the European Communities, OJ No. C 377, 15
December 1995, p. 337/13 (including any conditions agreed to as
of the date of this Amendment by FT, DT or the French or German
governments with the EU authorities in connection with the
Transactions or the Atlas Transactions).
Section 2.14. Amendments to Article 15 of the June 22 JVA.
(a) Sections 15.12(c), 15.12(d), 15.12(e), 15.12(f)
and 15.12(g) of the June 22 JVA are deleted in their entirety.
(b) Section 15.13 of the June 22 JVA is amended
by deleting the words "in a manner anticipated by the Tax Matters
Agreement" in each place in which such words appear.
(c) Sections 15.14(b) and 15.14(c) of the June
22 JVA are amended to read in their entirety as follows:
"(b) Subject to Section 15.14(e), FT agrees
with Sprint that it will (i) ensure that Atlas and its
personnel are as fully committed to the success of
the Joint Venture as is FT, (ii) devote sufficient resources
to Atlas and each other Qualified Venture Subsidiary
of FT so that they can comply fully with their respective
obligations under this Agreement and under any other
Operative Agreement, and (iii) cause Atlas and each
such Qualified Venture Subsidiary to fulfill their respective
obligations under this Agreement and under any other
Operative Agreement.
(c) Subject to Section 15.14(e), DT agrees with
Sprint that it will (i) ensure that Atlas and its personnel
are as fully committed to the success of the Joint Venture
as is DT, (ii) devote sufficient resources to Atlas and each
other Qualified Venture Subsidiary of DT so that they can
comply fully with their respective obligations under this
Agreement and under any other Operative Agreement,
and (iii) cause Atlas and each such Qualified Venture
Subsidiary to fulfill their respective obligations under this
Agreement and under any other Operative Agreement."
(d) New Sections 15.14(d), (e) and (f) which shall read in
their entirety as follows are added to the June 22 JVA:
"(d) Atlas agrees with Sprint that it will (i) ensure
that Atlas France, Atlas Germany and each other
Subsidiary of Atlas and their respective personnel are as
fully committed to the success of the Joint Venture as
Atlas, (ii) devote sufficient resources to Atlas France,
Atlas Germany and each such other Subsidiary of Atlas
so that they can comply fully with their respective obligations
under this Agreement and under any other Operative
Agreement, and (iii) cause Atlas France, Atlas Germany
and each such other Subsidiary of Atlas to fulfill their
respective obligations under this Agreement and under
any other Operative Agreement.
(e) From and after the Atlas Full Implementation
Date, the respective commitments of FT and DT under
Sections 15.14(b)(ii) and (iii) and 15.14(c)(ii) and (iii) shall
not apply to: (A) the Atlas obligations contained in Section
15.14(d)(ii) and (iii) unless the obligations of Atlas France,
Atlas Germany or other Subsidiary of Atlas are Shareholders
Obligations; or (B) the obligations of Atlas or a Qualified
Venture Subsidiary under any other Operative Agreement
unless such obligations are Shareholder Obligations;
provided, however, that: (i) each of FT and DT shall within
one (1) year following such date (and, in any event, prior
to the fifth anniversary of the Closing) give written notice
to the Sprint Parties of its election to proceed under this
Section 15.14(e); (ii) from the Closing Date and until
the date of such election, each of FT and DT shall not
have withdrawn, removed or distributed, or permitted
Atlas to withdraw, remove or distribute, whether through
dividends, distributions, loans or otherwise, any of the
businesses or assets that DT or FT were committed to
contribute to Atlas in accordance with the Atlas Joint
Venture Documents through the Atlas Full Implementation
Date (other than cash dividends paid out of current or
retained earnings) unless, after giving effect to such
withdrawal, the fair market value of Atlas as of the date
of such withdrawal is at least equal to ECU 1 billion; and
(iii) after such election and until the fifth anniversary of the
Closing Date, each of FT and DT shall not withdraw,
remove or distribute, or permit Atlas to withdraw, remove
or distribute, whether through dividends, distributions,
loans or otherwise, any of the businesses or assets that
DT or FT were committed to contribute to Atlas in
accordance with the Atlas Joint Venture Documents
through the Atlas Full Implementation Date (other than
cash dividends paid out of current or retained earnings)
unless, after giving effect to such withdrawal, the fair
market value of Atlas is at least equal to ECU 1 billion.
(f) Notwithstanding anything to the contrary in any
Operative Agreement, if a Subsidiary of a Party (a
"Transferring Subsidiary") is a party to any other
Operative Agreement and such Subsidiary is permitted
thereunder to assign its rights thereunder to another
Subsidiary of such Party (a "Transferee Subsidiary")
without the consent of the other parties (the "Non-
Assigning Parties"), such Party shall not permit such
assignment unless, if requested by any Non-Assigning
Party, such Party enters into a "keepwell" of the
Transferee Subsidiary's obligations under such
Operative Agreement in form and substance reasonably
acceptable to such Non-Assigning Party. Upon
agreement on such "keepwell" arrangement, the Non-
Assigning Parties shall release the Transferring
Subsidiary of its obligations under such Operative
Agreement. Notwithstanding the foregoing, such Party
shall not be required to enter into such a "keepwell"
arrangement and the Transferring Subsidiary shall have
the right to assign its rights under such Operative
Agreement if the Transferee Subsidiary is otherwise
covered by a "keepwell" arrangement pursuant to an
Operative Agreement."
(e) Sections 15.23 and 15.26 of the June 22 JVA are
deleted in their entirety and all references in the Joint Venture
Agreement to the Global Backbone Network Services Agreement and
the X.75 Interconnect Management Agreement are deleted.
(f) Section 15.32 of the June 22 JVA is deleted in its
entirety.
(g) Section 15.34 of the June 22 JVA is deleted in its
entirety and all references in the Joint Venture Agreement to the
Plan Action/Special Matter Accounting Principles are deleted.
(h) A new Section 15.35 shall be added to read in its entirety
as follows:
"Section 15.35. Department of Justice Consent
Decree. The Parties hereby agree to take all reasonable
actions necessary to cause the JV Entities (other than
ROW Services, L.L.C.) to be bound by that certain Final
Judgment attached as an exhibit to the stipulation entered
into by Sprint, ROW Services, L.L.C. and the United States."
Section 2.15. Amendments to Article 16 of the June 22 JVA.
(a) The first sentence of Section 16.8(c) of the June 22 JVA
is amended to read in its entirety as follows:
"(c) Each Affiliation Agreement entered into
pursuant to this Section 16.8 shall, to the extent
applicable and permitted by Applicable Law, be
consistent with the principles contained in the
Services Agreements, and shall, as applicable,
provide (i) that the Affiliating Subsidiary, Affiliating
Entity, or Controlled Excluded Business will become
a distributor of the services of the Joint Venture,
(ii) that the Affiliating Subsidiary, Affiliating Entity or
Controlled Excluded Business will employ network
and information technology systems compatible with
those employed by the Global Backbone Network
and the Regional Operating Groups and (iii) that such
Affiliating Subsidiary, Affiliating Entity, or Controlled
Excluded Business will route its international traffic
over the Global Backbone Network and the networks
of the Regional Operating Groups."
(b) Section 16.8(d) of the June 22 JVA is amended by
adding at the end of the last sentence thereof the words "or
Section 10.5(c)."
Section 2.16. Amendments to Article 19 of the June 22 JVA.
(a) Section 19.1 of the June 22 JVA is amended by
adding, after the words "Venture Interest" in the third line, the
words "held by it, other than those held by it indirectly through
a JV Entity,".
(b) The words "held by a Party, other than those
held by such Party indirectly through a JV Entity," are inserted
after the words "Section 19.1" in the fourth line of Section 19.3
of the June 22 JVA.
(c) The last sentence of Section 19.3(e) is amended
to read in its entirety as follows:
"Upon satisfaction of such conditions,
subject to the terms of the other Operative
Agreements, the Transferee Party shall succeed
to all of the rights of the Selling Party under this
Agreement and the other Operative Agreements."
Section 2.17. Amendments to Article 20 of the June 22 JVA.
(a) The first sentence of Section 20.5(b) is amended to
read in its entirety as follows:
"Except as provided in Section 20.5(c), in the
case of a Termination Condition under Section 20.3(a)
resulting from a Funding Default by Atlas or any other
Qualified Venture Subsidiary of the FT/DT Parties (or
Wholly Owned Subsidiary of Atlas or of any such
Qualified Venture Subsidiary), under Section 20.3(b)
resulting from a Material Non-Funding Default by Atlas
or any other Qualified Venture Subsidiary of the FT/DT
Parties (or Wholly Owned Subsidiary of Atlas or of
any such Qualified Venture Subsidiary), or under
Section 20.3(c) resulting from the Bankruptcy of
Atlas or any other Qualified Venture Subsidiary of the
FT/DT Parties (or Wholly Owned Subsidiary of Atlas
or of any such Qualified Venture Subsidiary) holding
Venture Interests as permitted by this Agreement, the
Sprint Parties shall have the option (subject to approval
in accordance with Section 15.38) to purchase all, but
not less than all, of the Venture Interests of the
FT/DT Parties."
(b) Section 20.5(c) of the June 22 JVA is amended
to read in its entirety as follows:
"(c) Upon the occurrence of a Termination
Condition under Section 20.3(a) resulting from a
Funding Default by either FT (or Wholly Owned
Subsidiary of FT holding Venture Interests as
permitted by this Agreement) or DT (or Wholly
Owned Subsidiary of DT holding Venture Interests
as permitted by this Agreement), under Section
20.3(b) resulting from a Material Non-Funding
Default by either FT (or Wholly Owned Subsidiary
of FT holding Venture Interests as permitted by
this Agreement) or DT (or Wholly Owned Subsidiary
of DT holding Venture Interests as permitted by this
Agreement) or under Section 20.3(c) resulting from
the Bankruptcy of either FT (or Wholly Owned
Subsidiary of FT holding Venture Interests as permitted
by this Agreement) or DT (or Wholly Owned Subsidiary
of DT holding Venture Interests as permitted by this
Agreement), or of a failure by the maker of a True Up
Note (as defined in the Master Transfer Agreement) (a
"True Up Default") to pay any amount under such note
when due, then the Non-Defaulting European Party
shall have the option, which it may exercise whether
or not the Sprint Parties deliver a Termination Notice,
to purchase all, but not less than all, of the Venture
Interests of the Defaulting European Party. In order
to determine the option price, the Parties shall cause
the Appraised Value of the Venture Interests of each
of the Defaulting European Party and the Non-Defaulting
European Party to be determined pursuant to Section
17.8. If the Non-Defaulting European Party elects to
exercise its option to purchase the Venture Interests
of the Defaulting European Party, the Non-Defaulting
European Party shall deliver written notice of such
exercise to the Defaulting European Party and the
Sprint Parties within forty-five (45) days following receipt
of the Value Opinion. Such written notice shall
constitute an offer by the Non-Defaulting European
Party to purchase the Venture Interests of the
Defaulting European Party at the price set forth in this
Section 20.5(c), and the Defaulting European Party
hereby accepts any such offer by the Non-Defaulting
European Party. If the Non-Defaulting European Party
fails to deliver such written notice of such exercise
within said 45-day period, it will be deemed to have
elected not to purchase the Venture Interests of the
Defaulting European Party. In the event that the
Non-Defaulting European Party purchases the Venture
Interests of the Defaulting European Party pursuant
to this Section 20.5(c), the purchase price for the
Venture Interests shall be an amount payable in cash
in U.S. Dollars equal to (i) 75% of the Appraised Value
of such Venture Interests in case of a Termination
Condition described in Section 20.3(a) or (b) or in the
case of a True up Default and (ii) 100% of the
Appraised Value of such Venture Interests in case
of a Termination Condition described in Section
20.3(c). Following such a purchase and, as
applicable, the cure of such Funding Default or
Material Non-Funding Default, the Sprint Parties
shall cease to have the Tie-Breaking Vote; provided,
however, that upon the occurrence of a Material Non-
Funding Default by either FT (or Wholly Owned
Subsidiary of FT holding Venture Interests as
permitted by this Agreement) or DT (or Wholly
Owned Subsidiary of DT holding Venture Interests
as permitted by this Agreement) under Section 9.1,
9.2, 15.11, 15.12(b), 17.2, 17.3 or 18.1(b) or Article
10 of this Agreement or under any Article 21.1
Agreement (other than a Material Non-Funding
Default by any such Person under a provision of an
Article 21.1 Agreement which is similar to Section
15.12(e), 15.13, 15.14(c) or 20.2(c) or Article 19 of
this Agreement), the consummation by the
Non-Defaulting Party of the purchase of the
Venture Interests of the Defaulting European
Party as provided in this Section 20.5(c) shall
be treated, without any further action by such
Non-Defaulting European Party, as a cure of such
Material Non-Funding Default. For purposes of
this Agreement, the Venture Interests of a Defaulting
European Party shall include the Venture Interests
of all FT/DT Parties other than the Non-Defaulting
European Party (including the Venture Interests held
by such Non-Defaulting European Party through
Atlas or any other Qualified Venture Subsidiary of
the FT/DT Parties)."
Section 2.18. Amendments to Article 21 of the June 22 JVA.
Section 21.1 is amended by adding the following new Section
21.1(g):
"(g) Each of the Parties agrees that the
arbitration provisions of this Article 21 preclude
the Parties from commencing proceedings under
Section 592 et seq. of the German, Civil Procedures
with respect to any Dispute and agrees not to
initiate any proceedings under such Section with
respect to any Dispute."
Section 2.19. Amendments to Article 22 of the June 22 JVA.
Section 22.2 is amended to read in its entirety as follows:
"Section 22.2. Transition Plan. The Parties
agree that, following the occurrence of an event
described in Section 22.1, they will negotiate in
good faith to develop a plan (the "Transition Plan")
which will govern the rights and obligations of the
parties under the Operative Agreements. The
Transition Plan will be based on the principles
described in Schedule 22.2. Each of the Parties
agrees to cause its Affiliates and, insofar as within
its control, the JV Entities, to comply with the
provisions of the Transition Plan."
Section 2.20. Amendments to Article 23 of the June 22 JVA.
(a) The address for DT contained in Section 23.1 is
amended to read in its entirety as follows:
"DT: Deutsche Telekom ▇▇
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇-Allee 140
D-53113 Bonn
Germany
Attn: Chief Executive Officer
Tel: ▇▇▇-▇▇-▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇-▇▇▇-▇▇▇-▇▇▇▇
(b) The following is added to the end of Section
23.1:
"Atlas
Tele-
communications
S.A.: Park Atrium
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attn: Vice President,
Legal & Regulatory Affairs
Tel: ▇▇▇-▇▇-▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇-▇-▇▇▇-▇▇▇▇
with a copy to:
Debevoise & ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ III, Esq.
Tel: ▇▇▇-▇▇▇-▇▇-▇▇-▇▇-▇▇
Fax: ▇▇▇-▇▇▇-▇▇-▇▇-▇▇-▇▇
with a copy to:
Cleary, Gottlieb, ▇▇▇▇▇ &
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Tel: ▇▇▇-▇▇-▇▇-▇▇▇-▇▇▇
Fax: ▇▇▇-▇▇-▇▇-▇▇▇-▇▇▇▇▇"
(c) Section 23.7 is amended to read in its
entirety as follows:
"Section 23.7. Entire Agreement. The
provisions of this Agreement set forth the entire
agreement and understanding among the Parties
as to the subject matter hereof and supersede
the MOU and all prior agreements, oral or written,
and all prior communications between the Parties
relating to the subject matter hereof, other than
(i) the side letter dated June 22, 1995, among
Sprint, FT and DT regarding the right of Sprint to
elect a member to the Atlas board of directors
and (ii) those written agreements executed and
delivered contemporaneously with the first
amendment to this Agreement."
(d) Section 23.14 is amended to read in its
entirety as follows:
"Section 23.14. Waiver of Immunity. Each
of FT, DT and Atlas agrees that, to the extent that
it or any of its Subsidiaries or any of its property
or the property of any of its Subsidiaries is or
becomes entitled at any time to any immunity on
the grounds of sovereignty or otherwise based
upon its status as an agency or instrumentality
of the government from any legal action, suit or
proceeding or from set-off or counterclaim
relating to this Agreement from the jurisdiction
of any competent court, from service of process,
from attachment prior to judgment, from attachment
in aid of execution, from execution pursuant to a
judgment or an arbitral award or from any other
legal process in any jurisdiction, it, for itself and its
property, and for each of its Subsidiaries and its
property, expressly, irrevocably and unconditionally
waives, and agrees not to plead or claim any such
immunity with respect to matters arising with
respect to this Agreement or the subject matter
hereof (including any obligation for the payment
of money). Each of FT, DT and Atlas agrees that
the foregoing waiver is irrevocable and is not
subject to withdrawal in any jurisdiction or under
any statute, including the Foreign Sovereign Immunities
Act, 28 U.S.C. 1602 et seq. The foregoing waiver
shall constitute a present waiver of immunity at any
time any action is initiated against FT, DT, Atlas or
any of their Subsidiaries with respect to this
Agreement."
(e) The first sentence of Section 23.16 is
amended to read in its entirety as follows:
"Section 23.16 Effect of Force Majeure Event.
If any Party or any Affiliate of any Party shall be
prevented, hindered or delayed in the performance
of any obligation under this Agreement or any
other Operative Agreement (other than an
obligation to make money payments, except
for an obligation to make money payments
prohibited by action of a Governmental Authority
until the Parties obtain all Governmental Approvals
contemplated by Section 13.1(a)) by an Event of
Force Majeure beyond its reasonable control and
such prevention, hindrance or delay could not have
been prevented by reasonable precautions and
cannot reasonably be circumvented by the Party
or its Affiliate through the use of alternate sources,
work-around plans or other means, such Party will
give to each other Party prompt written notice of
such Event of Force Majeure specifying the nature,
date of inception and expected duration of such
Event of Force Majeure and, insofar as known, the
extent to which it or its Affiliate will be unable to
perform or be delayed in performing such obligation,
whereupon such obligation will be suspended to the
extent it or its Affiliate is affected by such Event of
Force Majeure during, but no longer than, the
continuance thereof."
Section 2.21. Amendments to Schedules to the June 22 JVA.
(a) Schedules 13.1(a)(viii), 14.1(c), 14.2(a)(iii) and
14.3(a)(iii) are amended to read in their entirety as set forth in the
corresponding schedules to this Amendment.
(b) Schedules 14.2(b)(ii), 14.3(b)(ii), 14.4(c) and 14.4(e)
referred to in Sections 14.2(b)(ii), 14.3(b)(ii), 14.4(c) and 14.4(e) of
the June 22 JVA are attached to this Amendment. The delivery of
the foregoing schedules constitutes satisfaction of the obligations
of the FT/DT Parties pursuant to Section 15.36 of the June 22 JVA,
and as of the execution of this Amendment, the Review Period
shall be terminated.
Section 2.22. Amendments to Exhibits to the June 22 JVA.
As required by the EU and agreed by the Parties, paragraph (b) of
Section 5 of Exhibit 15.24 is amended by inserting the following
language at the end thereof:
"Notwithstanding the foregoing or anything
in Product Supplement No. 15, the Parties agree
that the Phoenix Entities shall not serve as such
non-exclusive sales representatives with respect to
International Private Lines (`IPLs') from FT or DT,
but will act, where appropriate, as a reseller of such
IPLs."
ARTICLE 3.
ATLAS SIGNING DATE
Section 3.1. Atlas Signing Date. Atlas hereby acknowledges
its agreement (i) to be bound by the terms of the Joint Venture
Agreement as amended by this Amendment as a "Party" and as an
"FT/DT Party" and (ii) to comply with the obligations imposed by the
Joint Venture Agreement as amended by this Amendment on Atlas
and Atlas has caused its respective duly authorized officers to
execute this Amendment as of the date hereof, which date shall
be the "Atlas Signing Date" for purposes of the Joint Venture
Agreement. The obligations of FT and DT pursuant to Section
15.12(b) of the June 22 JVA shall be deemed to be satisfied in
full upon the due execution by Atlas of this Amendment and the
Review Period shall be deemed to have expired.
ARTICLE 4.
MISCELLANEOUS
Section 4.1. Miscellaneous. For the avoidance of doubt,
the Parties hereby confirm that (a) Article 23 as amended by
this Amendment and (b) Article 21 apply to this Amendment.
Section 4.2. Section Numbering. Sections of the June
22 JVA shall be renumbered as necessary as a result of this
Amendment and references to such renumbered sections shall
be deemed to refer to such sections as renumbered.
IN WITNESS WHEREOF, Sprint, Sprint Sub, FT, DT and Atlas
have caused their respective duly authorized officers to execute this
Amendment as of the day and year first above written.
SPRINT CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Secretary
SPRINT GLOBAL
VENTURE, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Vice-President
FRANCE TELECOM
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice-President
DEUTSCHE TELEKOM AG
By: /s/ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney in Fact
ATLAS TELE-
COMMUNICATIONS S.A.
By: /s/ W. von Noorden
Name: Wolf von Noorden
Title: Vice President
SCHEDULE 1.1(f)
to Amendment No. 1
to the Joint Venture Agreement
Restricted Services
None
SCHEDULE 10.5(a)
to Amendment No. 1
to the Joint Venture Agreement
Excluded Businesses
A. Deutsche Telekom
1. FNA
FNA's mission is to improve and extend the range
and quality of global telecommunications services
available to the business community, with a primary
emphasis on the financial industry. By pooling the
resources of its members, FNA offers seamless
services irrespective of the customer's location.
Pursuant to this purpose, FNA also cooperates
with third parties via strategic commercial relationships.
FNA's principal product is "TeleConnect" which is
based on the provision of high-quality international
digital fixed connections with end-to-end character for
the transmission of data, voice, text and images.
DT's interest: 8.3%.
2. MATAV
MATAV is the Hungarian telecommunications operator
in which DT and Ameritech hold an equity interest of
67% through a company called MagyarCom in which DT
holds an equity interest of 50% and a deciding vote.
MATAV is responsible for the construction and operation
of the entire long-distance and international
telecommunications network in Hungary as well as the
majority of the country's local networks. On the basis
of this infrastructure, MATAV provides a full range of
international and domestic telecommunications services
(voice, data, video, satellite, ISDN, SDH, ATM, CATV,
etc.). MATAV's objective is to expand, modernize and
improve the Hungarian public telecommunications sector
and to support the development of Hungary as an
international telecommunications hub. With regard to
the latter, MATAV is required to install equipment and
facilities enabling the operation of a center for the
origination, termination and transit of international
telecommunications traffic and services. Through its
subsidiaries, MATAV is also active in the field of
analog and digital mobile communications, PABX
services in addition to some non-voice services
such as telegram and telex services. MATAV also
supplies modern international and value-added
telecommunications services to the Hungarian business
community and participates in international projects
(i.e., METRAN, TEL, TET, various satellite projects)
which benefit Hungary.
DT's interest: 33.5% (through MagyarCom).
3. Utel
Utel's purpose is to improve and operate both
international and domestic long-distance
telecommunications services of general use (voice,
data, video) in Ukraine and to provide and improve
international transit services to and from Ukraine. In
particular, Utel's mission is: to construct,
implement, own and operate international
telecommunications switches, long-distance
telephone exchanges, as well as transmission
and related facilities in Ukraine; to modernize
existing (and construct and operate new) earth
stations for use in conjunction with various satellite
systems; to work to develop local networks in Ukraine;
and to carry out foreign economic activity in connection
with these and other areas.
DT's interest: 19.5%.
4. UMC
UMC (Ukrainian Mobile Communications) is an
operator and provider of public cellular and related
communication services in Ukraine. It currently
operates a nationwide analog mobile communications
network in addition to selling related terminal
equipment. Preparations are underway for the
construction of a digital GSM network focusing
initially on the Kiev region. UMC owns and operates
the radio and cable transmission equipment necessary
for the operation of its networks, including fixed
lines between switches and base stations.
DT's interest: 16.3% (through DeTeMobil).
5. Eucom Holding
Eucom is a holding company which targets industry-
specific applications to the end of developing new
markets for telecommunications value-added services in
the international arena. Eucom's current holdings are
spread throughout Europe and are concentrated in the
transportation industry (Euro-Log) but the company is
also active in the field of consultency (Eutelis),
system integration (Oxia/Translatel) and multimedia
(Picture Systems, Media Nova, Monitor Journal).
DT's interest: 50%.
6. Eutelsat
The main purpose of Eutelsat is the design,
development, construction, establishment, operation
and maintenance of the space segment of the European
telecommunications satellite system. Its prime
objective is the provision of the space segment
required for international public telecommunications
services in Europe. The Eutelsat space segment is
made available on the same basis as international public
telecommunications services in Europe and can also be
made available for other domestic or international
public telecommunications services. If so requested
(and subject to certain conditions) the space segment
may be utilized in Europe for specialized
telecommunications services. Eutelsat also engages in
research and experimentation in fields directly
connected with its purposes.
DT's interest: 11%
7. Inmarsat
The purpose of Inmarsat is to make provision for
the space segment necessary for improving maritime
communications and, as practicable, aeronautical and
land mobile communications and communication on
waters not part of the marine environment, thereby
assisting in improving communications for distress
and safety of life, communications for air traffic services,
the efficiency and management of transportation by sea,
air and on land, maritime, aeronautical and other mobile
public correspondence services and radiodetermination
capabilities.
DT's interest: 4.6%
8. Intelsat
Intelsat's prime objective is the provision, on a
commercial basis, of the space segment required for
international public telecommunications services of
high quality and reliability available on a non-
discriminatory basis to all areas of the world.
Intelsat provides domestic public telecommunications
services between areas separated by areas not under the
jurisdiction of the State concerned, or between areas
separated by the high seas. It also provides domestic
public telecommunications services between areas which
are not linked by any terrestrial wideband facilities
and which are separated by natural barriers of such an
exceptional nature that they impede the viable
establishment of terrestrial wideband facilities
between such area
DT's interest: 4%
9. Intersputnik
The purpose of Intersputnik is to provide
satellite capacity to Intersputnik members and to
other users who agree only to use the transponders
made available by Intersputnik for peaceful purposes.
Intersputnik makes available its own satellites in
addition to satellite capacity of its members and third-
parties. This capacity may be used in connection with
any service capable of being offered via satellite
absent agreements between the members and third
parties to restrict such usage. Currently, 80% of
Intersputnik's transponders are used by third-parties
with the remaining 20% being used by the members;
10% is used for the public network and 90% is used for
television transmission and other services.
Intersputnik is a global organization in that
membership is available to any national government
interested in joining the Intersputnik organization.
DT's interest: 2.3%
10. SES
SES (Societe Europeenne des Satellites) is an
international satellite operator. Its main purpose is
to operate, under license, satellites for the purpose
of broadcasting video (television) and audio signals in
addition to the construction and operation of related
ground stations. SES also supports research,
experimentation, and standardization in areas related
to its purposes.
DT's interest: 11%
11. DETECON & subsidiaries
DETECON is an independent and impartial consulting
company specializing in communications and information
technology. Within the overall scope of the individual
assignments and projects, DETECON offers its clients a
complete range of support services--from strategy
consulting and preliminary studies to planning,
implementation and even operations and marketing.
DT's interest: 30%.
12. Romantis
The purpose of Romantis is the construction and
operation of satellite-supported telecommunications
networks for national and international long-distance
traffic (voice, data and television transmission),
including the provision of related services within the
territory of the former USSR and in other eastern
European countries. The aim of Romantis' activities is
to improve the telecommunications infrastructure in
these countries and in particular to provide
connections to, from and through Germany.
DT's interest: 51%.
13. InfoTel A.G. - Moscow
The main purpose of InfoTel is to construct and
operate a packet-switched data communications network
and to provide data transmission services as well as
related X.400 E-mail and Fax-Store-&-Forward services
within the territory of the Russian Federation and
other countries of the former USSR. In addition,
InfoTel may also offer the following services in the
same region: international voice and data
telecommunications offered on an agency basis; fax and
telex connections as well as organizing video and
teleconferences; marketing and sales of
telecommunications and data transmission equipment as
well as radio equipment; production and sales of
hardware and software; the construction and operation
of databases; foreign trade activities.
DT's interest: 25%.
14. Maritime
Maritime activities consist of a wide range of
maritime communication services, ranging from coastal
VHF radio telephone to Inmarsat-based satellite
communications for ships and aircraft in maritime
areas.
15. Infonet (& Infonet GmbH)
DT's interest to be divested six months after
Phoenix's Closing.
16. "50-50"
The "50-50" project is a joint effort between DT,
FT, U.S. West and the Russian operator Rostelecom to
build fifty telephone exchanges and a fiber optic
overlay network to connect 50 Russian cities to the end
of establishing a national and international operator
owning and operating a new overlay digital network in
Russia and providing associated services. "50-50" is
not yet operational, nor have final agreements been
signed.
17. Dekatel
The main purpose of Dekatel is the construction
and operation of an international exchange in Akmola,
Kazakhstan (with fiber-optical links to neighboring
larger cities) and a satellite ground station. It also
offers services in the area of telecommunications
technology, particularly engineering and consulting
services, in addition to related personnel training.
Dekatel is permitted to construct and operate
additional network components as well as implementing
associated projects throughout Kazakhstan and other
Asian countries of the former USSR.
DT's interest: 49%.
18. Satelindo
Satelindo is a telecommunications operator based
in Indonesia offering services on the basis of the
three following licenses: a national license for a GSM-
standard mobile communications network, a license to
operate satellites and a license for international
direct dialing. These licenses authorize Satelindo to
offer various services in these fields and to develop
and operate the underlying requisite networks. The
geographical focus of Satelindo's activities is, with
the exception of satellite services, Indonesia. The
main focus of Satelindo is mobile communications.
Within this context, it also offers roaming services,
currently with Germany, Hong Kong, and Singapore.
As for satellite services, Satelindo's goal is to expand
its strong presence in the Asian market for television,
data and voice transmission. To this end it is
launching a new generation of Palapa satellites.
Finally, Satelindo operates an international gateway
for the provision of IDDD services for traffic
originating both in Indonesia as well as abroad.
DT's interest: 25%.
B. France Telecom
1. Keystone
Keystone is a US satellite transmission company
offering US domestic services to video broadcasters.
Keystone operates several teleports in the US.
Keystone and Maxat in Europe are the foundations for
building a France Telecom global video transport
service for broadcasters. The two companies have
already started jointly developing a transatlantic
offering.
FT's interest: 45% (through FCR).
2. Maxat
Maxat's primary business consists in offering UK
domestic as well as international satellite
transmission services to broadcasters and business TV
customers. Maxat is based in the UK and operates
several teleports. In addition to its mainstream video
transmission activities, Maxat has recently deployed
data transmission infrastructures and has started
offering satellite data transmission services (one-way
and two-way). Maxat data business will be divested.
FT's interest: 100% (through FCR).
3. Globalstar
Globalstar is a project for the construction and
operation of a global wireless voice and data network
using satellite communications. The project was
initiated by two US companies, Loral and Qualcom. It
will rely on the use of 48 low-orbit satellites.
Globalstar coverage is intended to complement GSM
terrestrial networks and bimodal terminals will be
developed so that a seamless access to either
terrestrial or space communications is allowed.
FT's interest is held through TESAM
(Telecommunications par Satellites Mobiles), a joint
subsidiary of France Telecom Mobiles (51%) and Alcatel
Telspace (49%). TESAM owns an interest of
approximately 10% in the joint venture developing the
Globalstar project.
4. FNA
FNA's mission is to improve and extend the range
and quality of global telecommunications services
available to the business community, with a primary
emphasis on the financial industry. By pooling the
resources of its members, FNA offers seamless services
irrespective of the customer's location. Pursuant to
this purpose, FNA also cooperates with third parties
via strategic commercial relationships. FNA's
principal product is "TeleConnect" which is based on
the provision of high-quality international digital
fixed connections with end-to-end character for the
transmission of data, voice, text and images.
FT's interest: 8.3%.
5. Telecom Argentina
Telecom Argentina has been granted a 7-year
exclusive license for telephone services in the
northern half of Argentina from 1990. In addition,
Telecom Argentina and Telefonica de Argentina (Telecom
Argentina's counterpart for Southern Argentina) jointly
formed subsidiaries to address specific markets:
Movistar, which operates a wireless, cellular network
in the Buenos Aires region; Startel, which offers
nationwide telex, data communications and satellite
services; Telintar, the international carrier for
Argentina; and Radio Llamada, which offers paging
services.
FT's interest is held through FCR which owns a
32.5% equity interest in Nortel, a holding company
which in turn has a 60% equity interest in Telecom
Argentina.
6. Telmex
Telemex is the leading telecom carrier in Mexico.
FT's interest: 5%.
7. ITJ
ITJ is one of three Japanese licensed
international carriers. FT is one of hundreds of
shareholders and therefore has minimal influence
regarding operating decisions.
FT's interest: 2.5%.
8. Telecom Plus Senegal
Telecom Plus Senegal is a joint venture with
Sonatel, the public domestic and international
telephone carrier for Senegal. Telecom Plus Senegal
markets various value-added telecommunications products
such as network design and engineering, CPE's
management.
FT's interest: 51%.
9. Telecom Vanuatu
Telecom Vanuatu is the public domestic and
international telephone carrier for Vanuatu.
FT's interest: 33.3% (through FCR).
10. Getesa
Getesa is the international carrier for the
Republic of Guinea.
FT's interest: 40% (through FCR).
11. Socatel
Socatel is the public international carrier for
the Republic of Central Africa.
FT's interest: 40% (through FCR).
12. CC Team
CC Team is a consulting company offering services
only in France.
FT's interest: 49.9% (through FCR).
13. GIE Expertel
GIE Expertel conducts certain systems integration
activities. All of the GIE Expertel activities are
limited in scope to the French national territory.
FT's interest: 100% (together with FCR).
14. CNITCom
CNITCom is a company operating and marketing the
internal communications resources of the CNIT
Exhibition Center.
FT's interest: 51% (through FRC).
15. Eucom Holding
Eucom is a holding company which targets industry-
specific applications to the end of developing new
markets for telecommunications value-added services in
the international arena. Eucom's current holdings are
spread throughout Europe and are concentrated in the
transportation industry (Euro-Log) but the company is
also active in the field of consultency (Eutelis),
system integration (Oxia/Translatel) and multimedia
(Picture Systems, Media Nova, Monitor Journal).
FT's interest: 50%.
16. Systemia
Systemia is a venture marketing communications and
networking training services in France.
FT's interest: 13% (held by Transpac).
17. Telinvest - Cofratel and Sogestel
Telinvest offers system integration and more
specifically PBX installation activities. Telinvest
has currently two such subsidiaries with essentially
domestic activities, Cofratel and Sogestel. CoFratel
provides, installs and maintains PABX and other
customer's premises telecommunications equipment.
They also provide consulting services in this domain.
They offer their services within France and in a limited
number of countries outside France.
FT's interest: 100% (through FCR).
18. Eutelsat
The main purpose of Eutelsat is the design,
development, construction, establishment, operation
and maintenance of the space segment of the
European telecommunications satellite system.
Its prime objective is the provision of the space
segment required for international public tele
communications services in Europe. The Eutelsat
space segment is made available on the same basis
as international public telecommunications services
in Europe and can also be made available for other
domestic or international public telecommunications
services. If so requested (and subject to certain conditions)
the space segment may be utilized in Europe for specialized
telecommunications services. Eutelsat also engages in
research and experimentation in fields directly
connected with its purposes.
19. Inmarsat
The purpose of Inmarsat is to make provision for
the space segment necessary for improving maritime
communications and, as practicable, aeronautical and
land mobile communications and communication on waters
not part of the marine environment, thereby assisting
in improving communications for distress and safety of
life, communications for air traffic services, the
efficiency and management of transportation by sea, air
and on land, maritime, aeronautical and other mobile
public correspondence services and radiodetermination
capabilities.
20. Intelsat
Intelsat's prime objective is the provision, on a
commercial basis, of the space segment required for
international public telecommunications services of
high quality and reliability available on a non-
discriminatory basis to all areas of the world.
Intelsat provides domestic public telecommunications
services between areas separated by areas not under the
jurisdiction of the State concerned, or between areas
separated by the high seas. It also provides domestic
public telecommunications services between areas which
are not linked by any terrestrial wideband facilities
and which are separated by natural barriers of such an
exceptional nature that they impede the viable
establishment of terrestrial wideband facilities
between such areas.
21. France Telecom Mobiles Data
France Telecom Mobiles Data operates and markets
wireless data services (called Mobipac services) and
uses the international Mobitex standard. France
Telecom Mobiles Data is essentially domestic.
FT's interest: 100%.
22. Polycom
Polycom was formed to offer news distribution
services by satellite from France (one-way VSAT).
Polycom is a Paris based company and offers services
from satellite hubs located in France and accessing
satellites having a worldwide coverage. Polycom's main
revenue stream comes from one-way data distribution.
They have recently added a two-way capability to their
system.
FT's interest: 66% (through FCR).
23. Cruisephone
Cruisephone is a company based in the US offering
maritime telephone services to boat owners in the
Caribbean. Cruisephone essentially sells service
packages (including the procurement of the on-board
terminals) based on the use of Inmarsat capacity.
FT's interest: 33% (through FCR).
24. France Antilles Boatphone (FAB)
FAB is operating a wireless maritime network in
the French West Indies.
FT's interest: 70% (through FCR).
25. Jetphone
Jetphone markets communications services (voice
and data) to and from airplanes in Europe. Jetphone's
network is based on the operation of 45 ground-based
stations and allows a comprehensive coverage of Western
Europe which should also progressively be extended to
Eastern Europe.
FT's interest: 50%.
26. Intelmatique
Intelmatique operates and markets videotex
services outside France, leveraging Telecom Minitel
expertise, through its subsidiaries listed under no.
27.
FT's interest is held 11% through FCR and 85%
through Transpac.
27. Minitel Services Company, FT West, ITP, Minitel
Communications LTD, and Videotex Nederland
These companies are subsidiaries of Intelmatique
(no. 26) which were formed to address specific national
projects in the U.S., Ireland and the Netherlands.
28. Sofrecom
Sofrecom's mission is to offer engineering,
strategic and organizational consulting services as
well as information systems design services (network
modeling, billing) to public carriers (operating
terrestrial as well as mobile networks). Sofrecom
operates globally and has formed several subsidiaries
outside France to handle specific markets and projects
such as Consultora in Argentina or Telemate in the US
(along with an American partner, LCC).
FT's interest: 100% (through FCR).
29. ViaFax
ViaFax offers value-added store-and forward fax
services. ViaFax has established subsidiaries in Spain
and in Belgium to market its services in these
countries. Further expansion projects are considered
in Brazil and in China.
FT's interest: 100%.
30. Westbalt
Westbalt Telecom's objective is to install 120,00
new telephone lines in the free trading zone of
Kaliningrad over the next 10 years. Westbalt has
recently extended the scope of its activities by
starting a domestic data network and offering
international voice services to businesses.
International voice traffic from Kaliningrad is hubbed
back to France where it is transported over France
Telecom's international network.
FT's interest: 48% (through FCR).
31. Maritime
Maritime activities consist of a wide range of
maritime communications services, ranging from coastal
VHF radio telephone to Inmarsat-based satellite
communications for ships and aircraft in maritime
areas.
32. Infonet
FT's interest in Infonet will be divested six
months after Phoenix's closing. Interpac France,
Interpac Italy and Interpac Luxembourg are jointly
owned with Infonet and are exclusive distributors of
Infonet's data transmission services in France, Italy
and Luxembourg. France Telecom (currently owning 85%
of Interpac France, 65% for Transpac and 20% for France
Cables et Radio) is expected to acquire 100% of
Interpac France while Infonet will establish a wholly
owned subsidiary in France. FT will divest Interpac
Italy and Luxembourg along with Infonet.
33. INFO AG
Transpac owns 96.5% of INFO AG, a domestic X.25
carrier and provider of disaster recover services in
Germany. In compliance with the European Commission
request. France Telecom is in the process of divesting
its interests in INFO AG.
34. 50/50 Project
The "50-50" project is a joint effort between DT,
FT, U.S. West and the Russian operator Rostelecom to
build fifty telephone exchanges and a fiber optic
overlay network to connect 50 Russian cities to the end
of establishing a national and international operator
owning and operating a new overlay digital network in
Russia and providing associated services. "50-50" is
not yet operational, nor have final agreements been
signed.
35. Cordiale
Cordiale operates and markets telecommunications
services using infrastructures to be deployed in the
Channel tunnel. Cordiale provides private
telecommunication networks to the operators and users
of the Channel Tunnel facilities (security networks,
communications between the British and the French
facilities.)
FT interest: 50%.
C. Sprint
1. Iridium
Iridium's mission is to build and operate a global
wireless telephone network to allow people to
communicate anywhere in the world. These services will
be delivered through a network infrastructure
incorporating a low earth orbiting satellite
constellation. The Iridium communications system is
expected to provide voice, digital data, facsimile and
paging services to subscribers. The North American
Gateway is a consortium consisting of Iridium Canada
Inc., Motorola, and Sprint. Sprint is the US gateway
linking Iridium and the US PSTN.
Sprint's interest: 5%.
2. Maritime
The maritime area includes a wide range of
maritime communication services, ranging from coastal
VHF radiotelephone to Inmarsat-based satellite
communications for ships and aircraft in maritime
areas.
3. Alcatel Data Networks
Alcatel Data Networks' mission is to design,
develop, manufacture or have manufactured, Alcatel-
Listed Products, Sprint-Listed Products and Replacement
Products which shall be sold to Alcatel and its
Affiliates, to Sprint and its affiliates, and to any
third party. These products currently include packet-
switched data communications equipment and software,
frame relay equipment and software, and network
management equipment and software. Future products
include ATM-based switching systems. It is the intent
of Sprint and of Alcatel that Alcatel Data Networks
will develop its own marketing and distribution
channels.
Sprint's interest: 49%.
4. Sprint RPT
SRPT's mission is to build and operate modern,
broadband telecommunications networks and offer local
telephone services, initially in the areas of Pila and
Silesia in Poland, and possible later within the
districts of Gorzow and Bydgoszc. The license covers
the district/voivodeship of Katowice, excluding the
areas served by the local networks in the cities of
Katowice, Bytom, Mikolow, Sosnowiec, Tychy, and
Gliwice. Sprint management is considering divesting or
restructuring its investment in SPRT.
Sprint's interest: 58% (through NewCo I).
5. Call-Net Enterprises
Call-Net Enterprises is a holding company in which
Sprint acquired a 25% interest in return for providing
Sprint's technology and brand for use in Canada. Call-
Net Enterprises currently holds interests in the
following companies:
+ MicroCell 1-2-1, a PCS company, 21%-held
by CallNet. Other major investors include:
▇▇▇▇ Communications which is the third largest
Cable TV company in Canada (10%), Groupe
Videotron which is the second largest Cable TV
(10% w/option to 15%). Government will be
awarding national licenses within the next six
months. Unlike the US, there will not be an auction
process.
+ Inflight Phone. Has option to exercise
up to 17%. Provides air to ground phone service
within Canada.
+ Sprint Canada (100% owned) provides long
distance and other telecommunications services in
Canada including seamless network connectivity
between the U.S. and Canada. Sprint Canada
provides "enhanced traffic" or international
simple resale out of Canada which will evolve as
regulation changes.
6. Sprint International Caribe--SIC (Puerto Rico & the
U.S. Virgin Islands)
SIC's mission is to serve the residential voice
and corporate markets of Puerto Rico and the U.S.
Virgin Islands. The company, based in San ▇▇▇▇,
currently provides long distance (IDDD) service in both
Puerto Rico and the U.S. Virgin Islands. SIC is
planning to enter the Puerto Rico intra-Island long
distance market in the summer of 1996 when the market
will be deregulated. In addition, SIC represents
interests of Sprint and provides various services to
Phoenix ROW.
Sprint's interest: 100%.
7. Sprint Guam
Sprint Guam's mission is to provide both business
and residential communications services. The company
provides voice services for the Guam market via a
switch in Stockton, CA. connected via fiber to a POP in
Agana, Guam. The Sprint Guam voice business is geared
to prepare for carrier pre-selection access; customers
today dial a pre-fix code to access Sprint voice
services. Sprint Guam is classified by the FCC as a
domestic operation since it is a U.S. Territory.
Sprint Guam is launching a business in Saipan,
another U.S. territory that falls under the
jurisdiction of the FCC. Initially Sprint Guam will
deploy an X-25 node and a card service; the company
expects to enter the voice market by year end 1996.
Eventually a voice service will be launched. Sprint
Guam also has plans to enter businesses in the Republic
of ▇▇▇▇▇ (a.k.a. Palau), a freely-associated state with
the United States that has its own national PTT. Other
businesses will be launched in American Samoa, another
U.S. territory that falls under the jurisdiction of the
FCC. Sprint Guam also has plans to launch businesses
in the Federated States of Micronesia and the Republic
of the ▇▇▇▇▇▇▇▇ Islands which are not under FCC
jurisdiction. Sprint Guam represents certain interests
of Sprint and provides various services to Phoenix ROW.
Sprint's interest: 100%.
SCHEDULE 13.1(a)(viii)
to Amendment No. 1
to the Joint Venture Agreement
Governmental Approvals Relating to Atlas
(Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Atlas Joint Venture
Agreement)
1. Approval of the transfer of the shares of Atlas
France to Atlas by the French minister in charge
of economic affairs and finance (ministre charge
de l'economie et des finances) and the French
minister in charge of posts and telecommunications
(ministre charge des postes et des
telecommunications) pursuant to Article 32 of the
Cahier des Charges of FT, as approved by decret
n'90-1213 of December 29, 1990.
2. Prior approval of the proposed investment of Atlas
in Atlas France by the French minister in charge
of economic affairs and finance (ministre charge
de l'economie et des finances) for the purpose of
Article 12 of decret n-89-938 of December 29,
1989.
SCHEDULE 14.1(c)
to Amendment No. 1
to the Joint Venture Agreement
Sprint Governmental Approvals
1. Notification pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended,
and the expiration or termination of all
applicable waiting periods thereunder and any
extensions thereof.
2. Exemption by the Commission of the European
Communities, pursuant to Article 85(3) of the
Treaty of Rome, of the Joint Venture Agreement and
each other Operative Agreement and the
Transactions from the operation of Article 85(1)
of the Treaty of Rome.
3. The approval of the Bundeskartellamt to carry out
the transactions contemplated by the Atlas Joint
Venture Documents.
4. The approval of the Bundeskartellamt to carry out
the Transactions.
5. An exemption from the Commission of the European
Communities pursuant to Article 85(3) of the
Treaty of Rome exempting the transactions
contemplated by the Atlas Joint Venture Documents
from the operation of Article 85(1) of the Treaty
of Rome.
SCHEDULE 14.2(a)(iii)
to Amendment No. 1
to the Joint Venture Agreement
FT Governmental Approvals
1. Notification pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended,
and the expiration or termination of all
applicable waiting periods thereunder and any
extensions thereof.
2. An exemption from the Commission of the European
Communities pursuant to Article 85(3) of the
Treaty of Rome exempting this Agreement, each
other Operative Agreement and the Transactions
from the operation of Article 85(1) of the Treaty
of Rome.
3. The approval of the Bundeskartellamt to carry out
the transactions contemplated by the Atlas Joint
Venture Documents.
4. The approval of the Bundeskartellamt to carry out
the Transactions.
5. An exemption from the Commission of the European
Communities pursuant to Article 85(3) of the
Treaty of Rome exempting the transactions
contemplated by the Atlas Joint Venture Documents
from the operation of Article 85(1) of the Treaty
of Rome.
SCHEDULE 14.2(b)(ii)
to Amendment No. 1
to the Joint Venture Agreement
FT Governmental
Approvals Relating to Atlas
1. An exemption from the Commission of the European
Communities, pursuant to Article 85(3) of the
Treaty of Rome, exempting the Atlas Joint Venture
Documents and the transactions contemplated
thereby from the operation of Article 85(1) of the
Treaty of Rome.
2. The approval of the Bundeskartellamt to carry out
the transactions contemplated by the Atlas Joint
Venture Documents.
SCHEDULE 14.3(a)(iii)
to Amendment No. 1
to Joint Venture Agreement
DT Governmental Approvals
1. Notification pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended,
and the expiration or termination of all
applicable waiting periods thereunder and any
extensions thereof.
2. An exemption from the Commission of the European
Communities pursuant to Article 85(3) of the
Treaty of Rome exempting this Agreement, each
other Operative Agreement and the Transactions
from the operation of Article 85(1) of the Treaty
of Rome.
3. The approval of the Bundeskartellamt to carry out
the transactions contemplated by the Atlas Joint
Venture Documents.
4. The approval of the Bundeskartellamt to carry out
the Transactions.
5. An exemption from the Commission of the European
Communities pursuant to Article 85(3) of the
Treaty of Rome exempting the transactions
contemplated by the Atlas Joint Venture Documents
from the operation of Article 85(1) of the Treaty
of Rome.
SCHEDULE 14.3(b)(ii)
to Amendment No. 1
to the Joint Venture Agreement
DT Governmental
Approvals Relating to Atlas
1. An exemption from the Commission of the European
Communities, pursuant to Article 85(3) of the
Treaty of Rome, exempting the Atlas Joint Venture
Documents and the transactions contemplated
thereby from the operation of Article 85(1) of the
Treaty of Rome.
2. The approval of the Bundeskartellamt to carry out
the transactions contemplated by the Atlas Joint
Venture Documents.
SCHEDULE 14.4(c)
to Amendment No. 1
to the Joint Venture Agreement
Atlas Governmental Approvals
1. An exemption from the Commission of the European
Communities, pursuant to Article 85(3) of the
Treaty of Rome, exempting this Agreement, each
other Operative Agreement and the Transactions
from the operation of Article 85(1) of the Treaty
of Rome.
2. The approval of the Bundeskartellamt to carry out
the Transactions.
3. Notification pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended,
and the expiration or termination of all
applicable waiting periods thereunder and any
extensions thereof.
4. The approval of the Bundeskartellamt to carry out
the transactions contemplated by the Atlas Joint
Venture Documents.
5. An exemption from the Commission of the European
Communities, pursuant to Article 85(3) of the
Treaty of Rome, exempting the Atlas Joint Venture
Documents and the transactions contemplated
thereby from the operation of Article 85(1) of the
Treaty of Rome.
SCHEDULE 14.4(e)
to Amendment No. 1
to the Joint Venture Agreement
Litigation Involving Atlas
1. Proceedings in connection with the
Governmental Approvals described in Schedule
14.2(b)(ii), Schedule 14.3(b)(ii) and Schedule 14.4(c).
SCHEDULE 22.2
to Amendment No. 1
to the Joint Venture Agreement
Transition Principles
1. From the date it informs the parties of its decision
to withdraw from the Joint Venture and until the date
which is one year after the date of actual withdrawal
from the Joint Venture (such actual date of withdrawal
or other termination of the Joint Venture is herein
referred to as the "Withdrawal Date"), a
withdrawing party shall cooperate fully with the Joint
Venture in notifying Joint Venture customers of the
change in the relationship between the Joint Venture
and the withdrawing party provided, however, that no
such notification or public announcement of the
withdrawal of a party from the Joint Venture shall be
made until the Withdrawal Date, unless an earlier
announcement shall be required by law or stock
market rules. For purposes of identifying customers
under contracts in existence on the Withdrawal Date,
(i) if Sprint is the withdrawing party, customers for
which Sprint is the Distributing Entity will be
considered customers of Sprint with respect to
contracts in existence on the Withdrawal Date, (ii) if
FT is the withdrawing party, customers for which FT
is the Distributing Entity will be considered customers
of FT with respect to contracts in existence on the
Withdrawal Date, (iii) if DT is the withdrawing party,
customers for which DT is the Distributing Entity will be
considered customers of DT with respect to contracts
in existence on the Withdrawal Date, and (iv) all other
customers under contracts in existence on the
Withdrawal Date will be considered customers of the
Joint Venture.
2. At the request of the Joint Venture, for a period of one
year after the Withdrawal Date, the withdrawing party
shall continue to support on a cost reimbursement
basis the marketing/sales negotiations of the Joint
Venture that are underway at the time of such
withdrawal until such time as the Joint Venture
secures alternative support capabilities.
3. Article 10 of the JVA (noncompete) shall cease to
apply to a withdrawing party after the Withdrawal
Date. During the one-year period after the
Withdrawal Date, the withdrawing party shall not
offer products or services to customers of the Joint
Venture in competition with the Joint Venture or
offer products or services in competition with the
Joint Venture to prospective customers of the Joint
Venture with which the Joint Venture has engaged
in confidential communications or negotiations prior
to the Withdrawal Date. In addition, during such
period, neither the Joint Venture nor any non-
withdrawing party shall offer products or services in
competition with the withdrawing party to customers
of the withdrawing party. Nothing in this paragraph 3
shall be deemed to prohibit any activities that would
be permitted under the noncompete provisions of
Article 10 of the JVA were it still in effect during such
period. Further, nothing in this paragraph 3 shall be
deemed to prohibit a withdrawing party from indirectly
offering products or services to such customers or
prospective customers of the Joint Venture through
another international telecommunications alliance
with which the withdrawing party becomes associated
following its withdrawal from the Joint Venture;
provided, however, that if a party withdraws from the
Joint Venture following its default or bankruptcy, such
withdrawing party shall not be permitted to compete
with the Joint Venture through another international
telecommunications alliance during the one-year
period after the Withdrawal Date.
4. The withdrawing party shall continue to support
Joint Venture customers in its home country under
contracts of the Joint Venture in existence on the
Withdrawal Date on the same terms and conditions
until the Joint Venture is able to secure alternative
support in the home country of the withdrawing party,
but in any event for a period which shall continue until
the earlier of (i) the "pay back" date of such contracts
of the Joint Venture which are supported by the
withdrawing party and (ii) the expiration of such
contracts of the Joint Venture which are supported by
the withdrawing party. The withdrawing party shall
also continue to support new sales of Joint Venture
products and services, such support not to continue
beyond two years after the Withdrawal Date. Similarly,
the Joint Venture and each non-withdrawing party shall
continue to support the customers of the withdrawing
party under contracts of the withdrawing party in
existence on the Withdrawal Date on the same terms
and conditions until the withdrawing party is able to
secure alternative support, but in any event for a period
which shall continue until the earlier of (i) the "pay
back" date of such contracts of the withdrawing party
which are supported by the Joint Venture and (ii) the
expiration of such contracts of the withdrawing party
which are supported by the Joint Venture. The Joint
Venture, the withdrawing party and each non-withdrawing
party shall use all commercially reasonable efforts to
secure such alternative support as promptly as
practicable after the Withdrawal Date.
5. The transition rules with respect to trademarks and
intellectual property of a withdrawing party and
trademarks and intellectual property of the Joint
Venture or the other parties used by the withdrawing
party shall be as provided in the Intellectual Property
Agreements.
6. Subject to paragraph 7, all outsourcing, service bureau
and similar service and support contracts between the
withdrawing party and the Joint Venture shall remain in
place on the same terms and conditions at the
discretion of the Joint Venture for a period of up to 2
years after the Withdrawal Date to provide for an orderly
and timely transition, or for such longer period as may
be necessary to permit the Joint Venture to fulfill
contracts with customers which are supported by such
outsourcing, service bureau and similar service and
support arrangements, and the withdrawing party shall
cooperate at its own expense during such period in
transferring capabilities, processes and systems to
alternative support capabilities.
7. To the extent practicable, the Joint Venture shall have
the right to purchase at fair market value the systems,
capital equipment and other assets of the withdrawing
party and, to the extent permitted by Applicable Law,
employ the personnel of the withdrawing party to the
extent that such personnel, systems, capital equipment
and other assets are dedicated substantially to providing
support and services to the Joint Venture under
outsourcing or service bureau or similar service and
support contracts.
8. A Plan Action project that can be accounted for
separately and that can be transferred to the Joint
Venture under the JVA shall be considered an integral
part of the Joint Venture, and the Joint Venture shall
have the right to buy out the withdrawing party at the
time of the withdrawal of such party from the Joint
Venture (within the same two-year period and on the
same terms as would apply to the buy out rights of a
non-Plan Action party with respect to such Plan Action
project) and to integrate the Plan Action project into the
Joint Venture.
9. All Affiliation Agreements between the Joint Venture and
operating companies (such as National Operations and
Public Telephone Operators) in which the withdrawing
party may have an equity interest on the Withdrawal Date
shall remain in place in accordance with their terms and
conditions.
10. If only one European party is the withdrawing party, the
withdrawing European party shall have the rights and
obligations of the withdrawing party contained in this
Transition Plan. The non-withdrawing European party
shall have the rights and obligations of a non-
withdrawing party contained in this Transition Plan.