Exhibit 10.2
Exhibit 1
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Investment and Strategic Alliance Term Sheet
1. Issuer/Investor ABBA as issuer of New ABBA-W Tracking Stock
(as defined below) / ABBA-W as issuer of
Warrants (as defined below) / Dylan (which
term shall include one or more of Dylan's
wholly owned subsidiaries that acquires or
holds securities as contemplated hereunder)
as investor. After the Spin-off, ABBA-W will
be the sole issuer and ABBA will have no
further obligations under the agreements,
except for ABBA's guarantee of a portion of
the technology default obligation set forth
in Section 15 of this term sheet, as
described in such Section 15, and ABBA's
indemnification obligations as described in
Section 19.
2. Strategic Alliance ABBA-W and Dylan will create a mobile
multimedia alliance involving the formation
by ABBA-W of a mobile multimedia subsidiary
(the "MMS"). Strategic, operating and other
details relating to the alliance are set
forth in this term sheet.
3. Securities
-- Common Equity Dylan will acquire from ABBA shares of a new
Equivalents class of ABBA-W tracking stock (the "New
ABBA-W Tracking Stock") that will be a
series of preferred stock of ABBA. Except as
otherwise set forth herein, the New ABBA-W
Tracking Stock will have the same economic
terms as the existing ABBA-W tracking stock
(the "Current ABBA-W Tracking Stock"), on a
basis such that each share of the New ABBA-W
Tracking Stock will be the economic and
voting equivalent of 500 shares of Current
ABBA-W Tracking Stock.
-- Warrants In addition, Dylan will acquire from ABBA-W
warrants to purchase additional shares of
New ABBA-W Tracking Stock on the terms set
forth in Annex A hereto (together with the
warrants to be issued in exchange therefor
in connection with the Spin-off, the
"WARRANTS"). ABBA will agree to reserve for
issuance and deliver to ABBA-W, as required,
the shares of New ABBA-W Tracking Stock or
Current ABBA-W Tracking Stock issuable upon
exercise of the Warrants if exercised prior
to the Spin-off.
Unless otherwise expressly stated, all
references to Dylan's ownership or economic
or voting interest in ABBA or ABBA-W will be
calculated without reference to any
unexercised Warrants, but will include any
ownership or economic or voting interest in
ABBA or ABBA-W acquired or held by any of
Dylan's wholly owned subsidiaries that
acquires or holds New ABBA-W Tracking Stock,
Current ABBA-W Tracking Stock or ABBA-W
Common Stock as contemplated hereunder.
-- Liquidation The New ABBA-W Tracking Stock will have an
Preference involuntary
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liquidation preference per share equal to
$3.65 billion divided by the total number of
shares of New ABBA-W Tracking Stock. After
receiving payment of such liquidation
preference, the holder of the New ABBA-W
Tracking Stock would be entitled to
additional liquidation payments, if any, on
a pro rata basis, equal to the amount
receivable by a holder of the number of
shares of Current ABBA-W Tracking Stock into
which such New ABBA-W Tracking Stock is
convertible, less such liquidation
preference. The New ABBA-W Tracking Stock
will not have any voluntary liquidation
preference, and the holder thereof will be
entitled to liquidation payments, on a pro
rata basis, equal to the amount receivable
by a holder of the number of shares of
Current ABBA-W Tracking Stock into which
such New ABBA-W Tracking Stock is
convertible.
-- Conversion Prior to the spin-off of ABBA-W in
accordance with the Final Draft Separation
Agreements (as defined below), as amended or
revised to the extent not prohibited by this
term sheet (the "Spin-off"), each share of
the New ABBA-W Tracking Stock will be
convertible, at Dylan's election, into 500
shares of Current ABBA-W Tracking Stock,
provided that such conversion must be with
respect to all (and not less than all)
shares of New ABBA-W Tracking Stock held by
Dylan. In the event that Dylan has not
elected to convert as described in the
immediately preceding sentence, then
immediately prior to the Spin-off, each
share of the New ABBA-W Tracking Stock
automatically will convert into 500 shares
of Current ABBA-W Tracking Stock and
thereafter, in the Spin-off, such Current
ABBA-W Tracking Stock shall be converted
into or exchanged for an equal number of
shares of ABBA-W Common Stock, assuming a
one-for-one exchange rate in the Spin-off.
(In the event the exchange rate in the
Spin-off is other than one-for-one, the
conversion rate applicable to such
conversion or exchange from Current ABBA-W
Tracking Stock into ABBA-W Common Stock will
be adjusted appropriately.)
Upon the Spin-off, any then-outstanding
Warrants will be automatically exchanged for
Warrants to purchase shares of ABBA-W Common
Stock as set forth in Annex A.
-- Date of Spin-off ABBA will use its commercially reasonable
efforts to obtain a satisfactory tax ruling
with respect to the Spin-off. In the event
that ABBA has not spun off ABBA-W by January
1, 2002 (or, at ABBA's election, by March
15, 2002 in the event ABBA has not received
a satisfactory tax ruling with respect to
the Spin-off by January 1, 2002 but
reasonably believes as of such date that it
is possible to obtain such a ruling by, or
effect the Spin-off without a ruling by,
March 15, 2002, and is continuing in good
faith to seek such a ruling or to effect the
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Spin-off without a ruling), Dylan will have
the right, at its election, to require ABBA
to:
(1) repurchase from Dylan the New
ABBA-W Tracking Stock and Warrants
initially issued to Dylan hereunder
and in each case still held by Dylan,
at Dylan's original purchase price
plus Dylan's Cost of Carry thereon
(as defined below) to the date of
payment; or
(2) enable Dylan to sell its shares,
upon conversion of Dylan's shares
of New ABBA-W Tracking Stock
(including shares of New ABBA-W
Tracking Stock issued upon
exercise of Dylan's Warrants) into
shares of Current ABBA-W Tracking
Stock, by registering the sale of
such shares of Current ABBA-W
Tracking Stock through
registrations in accordance with
the registration rights procedures
discussed at Paragraph 20.
For purposes of this term sheet, Dylan's
Cost of Carry shall mean an interest rate
per annum that will vary based on the time
period from closing to the applicable date
of payment in accordance with a schedule to
be included in the definitive agreements.
Such schedule will set forth interest rates
for the following time periods (expressed in
days, based on a 360-day year of twelve
30-day months, except for periods of 12
months or less which will be expressed in
actual days of 365 based on a 360-day year
according to the money market convention),
determined by adding the following spreads
to the following reference rates in effect
on the date of execution of the definitive
agreements (such reference rates being
determined by the average of each such rate
for the five trading days immediately
preceding the date of execution, but not
including in such five-trading day period
either December 22, 2000 or December 29,
2000). As used in the following table,
"LIBOR" means the London Interbank Offered
Rate; "treasuries" means the on the run
United States treasury securities rate for
maturities for which there are benchmarks
and rates for other maturities will be on an
as interpolated basis; and "bp" means basis
points.
Days Reference Rate Spread
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90 3-month LIBOR -7 bp
180 6-month LIBOR -6 bp
360 1-year LIBOR +10 bp
540 18-month treasuries +100 bp
720 2-year treasuries +110 bp
1,080 3-year treasuries +120 bp
1,440 4-year treasuries +145 bp
1,800 5-year treasuries +150 bp
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2,160 6-year treasuries +160 bp
2,520 7-year treasuries +165 bp
or more
The interest rate that will apply to any
time period between any two points in the
foregoing table will be an interpolated
rate, which interpolated rate will apply to
the entire time period. As an example only:
if the rate for 720 days were 6.5% and the
rate for 1,080 days were 7.5%, then (i) the
rate for 900 days (half way between the two
points) would be 7.0% (half way between the
two rates); (ii) the rate for 810 days (one
quarter of the way between the two points)
would be 6.75% (one quarter of the way
between the two rates); and (iii) the rate
for 990 days (three quarters of the way
between the two points) would be 7.25%
(three quarters of the way between the two
rates). The applicable interest rate will be
compounded over the applicable time period
based on a semi-annual bond equivalent yield
using a 360-day year of twelve 30-day
months, except for periods of 12 months or
less which will be expressed in actual days
of 365 based on a 360-day year according to
the money market convention.
For purposes of this term sheet, in any
calculation of Dylan's original purchase
price, $3,162.602 shall be attributable to
each Warrant to purchase New ABBA-W Tracking
Stock and $11,750.00 shall be attributable
to each share of New ABBA-W Tracking Stock
(with appropriately adjusted allocations for
Warrants to purchase Current ABBA-W Tracking
Stock or ABBA-W Common Stock, and for shares
of Current ABBA-W Tracking Stock and ABBA-W
Common Stock, so that, subject to customary
anti-dilution adjustments, $6.3252 shall be
attributable to each Warrant to purchase one
share of Current ABBA-W Tracking Stock or
one share of ABBA-W Common Stock and $23.50
shall be attributable to each share of
Current ABBA-W Tracking Stock and to each
share of ABBA-W Common Stock).
In the case of alternative (1), final
payment will be due by April 15, 2002 if the
trigger date is January 1, 2002, or as soon
as reasonably practicable but no later than
June 15, 2002 if the trigger date is March
15, 2002. In the case of alternative (2),
the size and timing of such registered sales
will be determined mutually by ABBA and
Dylan in their good faith judgment, in
consultation with their underwriters and
taking into account Dylan's desire to sell
its shares as quickly as reasonably
practicable and ABBA's desire not to disrupt
or depress the market for Current ABBA-W
Tracking Stock.
Dylan must exercise the right provided for
in alternatives (1) and (2) within 30 days
of January 1, 2002 or March 15, 2002,
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whichever is the applicable triggering date.
-- Limited Redemption Following the occurrence of a Tax Event (as
defined in the ABBA articles of
incorporation) and prior to the Spin-off, in
the event that all of the Current ABBA-W
Tracking Stock is redeemed and the adverse
tax consequences with respect to the Current
ABBA-W Tracking Stock giving rise to the Tax
Event also apply (or comparable adverse tax
consequences apply) with respect to the New
ABBA-W Tracking Stock, ABBA may redeem all
(but not less than all) the shares of New
ABBA-W Tracking Stock and all of the
Warrants, in each case still owned by Dylan,
at Dylan's original purchase price plus
Dylan's Cost of Carry plus 3% per annum
thereon to the date of payment. In the event
ABBA spins off all or substantially all of
its wireless business within one year of
such redemption, Dylan shall be entitled to
reinvest directly in such spun off entity,
at the redemption price, in a number of
shares and warrants equal to the number of
shares and Warrants held by Dylan at the
time of redemption (subject to appropriate
adjustment to reflect any revised capital
structure), and otherwise on terms and
conditions as nearly comparable as possible
to the terms and conditions of this
investment.
In the event ABBA fails to complete the
Spin-off on or prior to April 26, 2002, then
ABBA may thereafter redeem all (but not less
than all) the shares of New ABBA-W Tracking
Stock and Warrants, in each case still owned
by Dylan, so long as (1) ABBA shall have
abandoned the Spin-off and shall have no
intention at the time of such redemption to
sell or otherwise dispose of its wireless
business (and shall have delivered an
officer's certificate to such effect to
Dylan), and (2) all of the Current ABBA-W
Tracking Stock shall also be redeemed
concurrently. In such event, the redemption
price for the New ABBA-W Tracking Stock and
Warrants shall be at Dylan's original
purchase price plus Dylan's Cost of Carry
plus 3% per annum thereon to the date of
payment. If ABBA announces the sale of all
or substantially all of its wireless
business within one year after such
redemption and thereafter consummates such
sale at a price that would have resulted in
greater value being attributable to the New
ABBA-W Tracking Stock and Warrants than the
redemption price, ABBA shall pay Dylan the
excess of such greater value over the
redemption price promptly upon the
consummation of such sale. In addition, if
ABBA spins off all or substantially all of
its wireless business within one year of
such redemption, Dylan shall be entitled to
reinvest directly in such spun off entity,
at the redemption price, in a number of
shares and warrants equal to the number of
shares and Warrants held by Dylan at the
time of redemption (subject to appropriate
adjustment to reflect any revised capital
structure), and otherwise on terms and
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conditions as nearly comparable as possible
to the terms and conditions of this
investment.
4. Number of Shares; ABBA will issue to Dylan (or will cause
Warrants; Purchase Price ABBA-W to issue to Dylan), in exchange for a
total purchase price of $9,811,079,720 in
cash: (1) 812,511.778 shares of the New
ABBA-W Tracking Stock, representing a
16.000% economic interest in ABBA-W
calculated on a fully-diluted basis as of
the date hereof (using the treasury method)
and (2) the Warrants. The total purchase
price will be paid in full to ABBA, and ABBA
will allocate the proceeds as contemplated
by Paragraph 5 below.
5. Use of Proceeds $6,159,464,289 of the proceeds from the
investment will be contributed to ABBA-W
simultaneously with the closing and
$3,651,615,431 of the proceeds from the
investment will be retained by ABBA. In
accordance with the determination of the
ABBA board of directors pursuant to the ABBA
articles of incorporation, upon such
application of the proceeds, the numerator
of the Wireless Group Allocation Fraction
(as defined in the ABBA articles of
incorporation) shall be increased by the
total number of shares of Current ABBA-W
Tracking Stock into which the New ABBA-W
Tracking Stock is convertible and the
denominator of the Wireless Group Allocation
Fraction shall be increased by 228,128,307
(representing the total number of shares of
Current ABBA-W Tracking Stock into which the
New ABBA-W Tracking Stock deemed issued for
the account of the Wireless Group is
convertible). In the event any Warrants are
exercised to purchase New ABBA-W Tracking
Stock, the numerator and the denominator of
the Wireless Group Allocation Fraction will
be increased by the number of shares of
Current ABBA-W Tracking Stock into which the
New ABBA-W Tracking Stock issued upon
exercise of the Warrants is convertible. No
further adjustment of the numerator or the
denominator of the Wireless Group Allocation
Fraction shall be made upon any conversion
of New ABBA-W Tracking Stock into Current
ABBA-W Tracking Stock. For purposes of any
calculation under the ABBA articles of
incorporation that uses the Wireless Group
Allocation Fraction, (1) all outstanding
shares of New ABBA-W Tracking Stock will be
treated as if they had fully converted into
Current ABBA-W Tracking Stock, (2) any
payments or exchange rights of the holder of
New ABBA-W Tracking Stock will be deemed
payments or exchange rights in respect of
the underlying Current ABBA-W Tracking
Stock, and (3) any payments or exchange
rights of the holders of shares of Current
ABBA-W Tracking Stock actually outstanding
as of any calculation date shall be based on
the foregoing adjusted Wireless Allocation
Fraction further adjusted to subtract from
the numerator thereof the number of
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shares of Current ABBA-W Tracking Stock
issuable upon conversion of the then
outstanding New ABBA-W Tracking Stock. For
the avoidance of doubt, the intent of the
foregoing is (a) to treat 456,256.614 shares
of New ABBA-W Tracking Stock (and the
228,128,307 shares of Current ABBA-W
Tracking issuable upon conversion thereof)
as having been issued for the account of
ABBA-W as primary shares, and (b) to treat
356,255.164 shares of New ABBA-W Tracking
Stock (and the 178,127,582 shares of Current
ABBA-W Tracking Stock issuable upon
conversion thereof) as having been issued
for the account of ABBA as secondary shares.
6. Voting Rights With respect to all matters submitted to a
vote of the ABBA shareholders, each share of
New ABBA-W Tracking Stock will be entitled
to that number of votes equal to the number
of votes to which the Current ABBA-W
Tracking Stock into which such share of New
ABBA-W Tracking Stock is then convertible is
entitled. Dylan will have no voting rights
in respect of unexercised Warrants.
7. Investor Veto Rights
-- Pre-Spin-off Prior to the consummation of the Spin-off,
ABBA will not, and will not permit its
subsidiaries to, take any of the following
actions without the prior written consent of
Dylan:
- a sale of all or substantially all the
assets of ABBA-W and its subsidiaries
taken as a whole;
- a merger, consolidation or similar
business combination involving all or
substantially all of the business of
ABBA-W, other than any such trans-
action in which the holders of the
economic interests in ABBA-W as of
immediately prior to the consummation
of the first of such transactions
continue to hold, directly or
indirectly, at least two-thirds of
such economic interests following each
of such transactions;
- the acquisition (including by merger
or other similar transaction) of any
business or assets by ABBA-W or by
ABBA on behalf of or which are to be
contributed to ABBA-W, provided that
ABBA or ABBA-W may make such
acquisitions to the extent that the
consideration paid by ABBA or ABBA-W
with respect to all such acquisitions
does not exceed $17 billion (other
than acquisitions of spectrum, which
may be made without regard to and
without counting against such dollar
limitation);
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- any further issuance of economic
interests in or rights to ABBA-W
(including the issuance of additional
shares of New or Current ABBA-W
Tracking Stock), except: (i) for
issuances of economic interests in
ABBA-W that do not, in the aggregate,
exceed 15% of the market
capitalization of ABBA-W as of the
date of this term sheet; (ii) with
respect to the issuance to officers,
employees or directors of Current
ABBA-W Tracking Stock or options to
acquire shares of Current ABBA-W
Tracking Stock (or options exercisable
after the Spin-off to acquire ABBA-W
Common Stock) in the ordinary course
of business consistent with past
practice or in connection with the
Spin-off; (iii) issuances of Current
ABBA-W Tracking Stock upon exercise of
such options; (iv) issuances of
Current ABBA-W Tracking Stock in
connection with acquisitions or merger
transactions not prohibited by the two
immediately preceding bullet points;
(v) issuances of New ABBA-W Tracking
Stock upon exercise of the Warrants or
of Current ABBA-W Tracking Stock upon
conversion of shares of New ABBA-W
Tracking Stock; and (vi) the issuance
of shares of Current ABBA-W Tracking
Stock that reflects the disposition of
any portion of ABBA's retained
interest, including without limitation
in the publicly announced proposed
exchange offer to be effected in
connection with the Spin-off (provided
that in any such disposition to a
party unaffiliated with ABBA that
is not in connection with the Spin-off
or exchange offer, no person or group
of related persons may acquire any
governance or board participation
rights in excess of the normal rights
of ownership of Current ABBA-W
Tracking stock); provided that the
aggregate issuances permitted in
clauses (i) through (iv) of this
bullet point shall not result in the
holders of the economic interests in
ABBA-W immediately after giving effect
to this investment ceasing to hold at
least two-thirds of such economic
interests following such issuances.
- the payment of any cash dividends to
holders of the Current ABBA-W Tracking
Stock, any repurchase of Current
ABBA-W Tracking Stock (other than
repurchases (1) to offset option
exercises by directors, officers and
employees, (2) repurchases which are
not material in amount in connection
with employee settlements or similar
matters, and (3) other repurchases not
in excess of $5 million in the
aggregate) or any repurchase of ABBA's
retained
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common interest (it being understood
that the allocation of a portion of
the proceeds of this investment to
ABBA and the resulting adjustment of
the Wireless Group Allocation Fraction
to reduce ABBA's retained common
interest shall not give rise to a veto
right under this provision);
- any (i) amendment to the articles of
incorporation or by-laws of ABBA to
the extent such amendments would have
an adverse effect on the rights of the
holders of the New ABBA-W Tracking
Stock (it being understood that the
proposed amendment to the articles of
incorporation of ABBA to reduce the
required vote for a merger or for
a sale or other disposition of
substantially all the assets does not
violate this provision), (ii) changes
to the Final Draft Separation
Agreements (as defined below) that
would, in the aggregate, have a
material adverse effect on ABBA-W, or
(iii) material new agreements between
ABBA or its subsidiaries (other than
ABBA-W and its subsidiaries), on the
one hand, and ABBA-W or its
subsidiaries, on the other hand,
other than those that are on arm's-
length terms comparable to those which
ABBA-W would enter into with an
unaffiliated third party.
-- No Right to Veto Notwithstanding the foregoing, Dylan will
Spin-off or not have any right to veto the Spin-off, any
Redemption redemption of the New ABBA-W Tracking
Stock that is permitted by Paragraph 3, or
any redemption of the Current ABBA-W
Tracking Stock.
-- Loss of Pre-Spin-off Dylan will cease to be entitled to the
Rights foregoing veto rights if Dylan's economic
interest in ABBA-W falls below 10% and
remains below 10% for a period of 60 days,
provided that, so long as Dylan retains at
least 10/16 of the number of shares acquired
at the closing of this investment (measured
on an as-converted-to-Current ABBA-W
Tracking Stock or, after the Spin-off,
ABBA-W Common Stock, -basis, the "Original
Investment"), Dylan will only cease to be
entitled to the foregoing veto rights if
Dylan's economic interest in ABBA-W falls
below 8% and remains below 8% for a period
of 60 days. For purposes of the foregoing
and any other calculation in this term sheet
of Dylan's economic interest in ABBA-W,
Dylan's ownership of ABBA-W Common Stock, or
the portion of the Original Investment
retained by Dylan, shares held by Dylan's
wholly owned subsidiaries (so long as they
remain wholly owned subsidiaries) will be
deemed to be shares held by Dylan.
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-- Post-Spin-off Following the Spin-off, ABBA-W will not take
any of the following actions, without
Dylan's prior written consent: (i) change
the scope of its business such that its
current businesses (including those
businesses that are part of ABBA-W's current
business plan and including any natural
evolution of such current businesses) taken
as a whole no longer constitute ABBA-W's
primary business, or (ii) enter into a
strategic alliance with another wireless
operator that would result in such wireless
operator owning more than 15% but less than
50% of the economic interest in ABBA-W (it
being understood that a merger with a third
party that results in a wireless operator
owning more than 15% but less than 50% of
the resulting entity by reason of such
wireless operator's prior shareholdings in
such third party shall not be deemed to
violate this clause (ii) unless such merger
is undertaken solely to effect such a
strategic alliance with such wireless
operator). Dylan will cease to be entitled
to the foregoing veto rights if Dylan's
ownership of ABBA-W Common Stock falls below
10% and remains below 10% for a period of 60
days, provided that, so long as Dylan
retains at least 10/16 of its Original
Investment in ABBA-W, Dylan will only cease
to be entitled to the foregoing veto rights
if Dylan's ownership of ABBA-W common stock
falls below 8% and remains below 8% for a
period of 60 days.
8. [Reserved]
9. ABBA and ABBA-W Board
Representation and Other
Board Matters
-- General Up until the Spin-off, Dylan will receive
one seat on the ABBA board of directors.
Following the Spin-off, Dylan will cause
such representative to resign from the ABBA
board. Following the Spin-off, Dylan will
receive a number of seats on the ABBA-W
board of directors proportionate to Dylan's
economic interest in ABBA-W (rounded up to
the nearest whole number in the case of a
fraction of .5 or greater and rounded down
to the nearest whole number in the case of a
fraction less than .5), without reference to
any economic interest acquired after the
closing date of this investment other than
by the exercise of preemptive rights
hereunder or by exercise of the Warrants.
Other than as described below under "Loss of
Board Rights", in no event will the number
of Dylan's board designees fall below one.
ABBA agrees to cause the board of directors
of ABBA-W as of immediately prior to the
consummation of the Spin-off to be
classified into three classes. ABBA agrees
to cause Dylan's nominees to be staggered
among such classes, provided that in the
event there are less than three Dylan
nominees ABBA agrees to cause
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Dylan's nominees (in the event there are
two) to be appointed to the classes the
terms of which will expire at the second and
third annual meeting of shareholders
following the Spin-off and to cause Dylan's
nominee (in the event there is one) to be
appointed to the class the term of which
will expire at the third annual meeting of
shareholders following the Spin-off. Dylan's
nominees to the ABBA or ABBA-W board of
directors will be senior officers of Dylan
who will be reasonably acceptable to ABBA,
prior to the Spin-off, and to ABBA-W,
following the Spin-off.
Prior to the Spin-off, as long as Dylan has
the right to a nominee on the ABBA board,
then one of its nominees will be a member of
ABBA's ABBA-W Capital Stock Committee.
-- Loss of Board Rights Dylan will cease to be entitled to the
foregoing board rights if Dylan's ownership
of ABBA-W Common Stock falls below 10% and
remains below 10% for a period of 60 days,
provided that, so long as Dylan retains at
least 10/16 of its Original Investment in
ABBA-W, Dylan will only cease to be entitled
to the foregoing veto rights if Dylan's
ownership of ABBA-W Common Stock falls below
8% and remains below 8% for a period of 60
days. Dylan will cause any excess nominees
to resign at any time that it has more
nominees on the board of ABBA-W than it is
entitled to hereunder. Dylan will cause such
resignation to occur within 60 days, in the
case of a reduction in the number of
nominees to which it is entitled, or within
10 business days in the case of a loss of
its right to nominate any board nominees. In
the case of a loss of the right to nominate
any board nominees, no Dylan nominee will
vote or exercise any other rights or powers
of office during the period pending
resignation.
10. Senior Leadership Team During the period prior to the Spin-off,
and Alliance Advisory Dylan will be entitled to select one senior
Committee executive of Dylan reasonably acceptable
to ABBA-W to be a member of ABBA-W's Senior
Leadership Team and to participate in its
meetings, which will be scheduled regularly
and no less frequently than monthly.
ABBA-W's Senior Leadership Team is the
current body (other than the ABBA board of
directors and its committees) in which
principal decisions with respect to ABBA-W
are discussed by the principal
decision-makers of ABBA-W. The members of
the Senior Leadership Team as of the date
hereof are set forth in Annex B hereto.
ABBA-W will give Dylan's designee at least
three business days' notice of meetings of
its Senior Leadership Team, to the extent
practicable, and in any event will use its
reasonable efforts to provide such
individual at least as much notice of
meetings as is given to the other members of
the Senior Leadership Team. Dylan's designee
may participate in such meetings by
telephone and, if
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requested, will be given a briefing with
respect to any meeting that such individual
is unable to attend. The senior executive
designated by Dylan will also be a member of
any similar ABBA-W body that may be formed
to address matters of similar importance to
the matters currently considered by ABBA-W's
Senior Leadership Team.
Immediately upon closing, ABBA-W and Dylan
will establish a management advisory
committee to assist and advise the MMS CEO,
as contemplated by paragraph 26A below.
Dylan will have significant (but not
majority) representation on the committee.
11. Management Positions
-- ABBA-W Both before and after the Spin-off, Dylan
will have the right to appoint at least two
and no more than five of its employees as
employees of ABBA-W with such titles as
"Manager-Finance" and/or "Director of
Technology" (and such other titles as may be
agreed with ABBA-W) of ABBA-W and such
employees will have powers, obligations and
responsibilities consistent with such
titles. Such employees will report directly
to the Chief Financial Officer, Chief
Technology Officer or, with respect to other
titles, to other appropriate officers.
Dylan's nominees for such appointments, and
the continued employment by ABBA-W of such
individuals, will be subject to the
reasonable approval of ABBA-W.
-- MMS Dylan and ABBA-W will appoint a mutually
satisfactory MMS CEO, and Dylan will have a
right to appoint the CTO of the MMS subject
to approval by ABBA-W, in each case on the
terms set forth in paragraph 26B below.
-- Loss of Management Dylan will cease to be entitled to these
Rights rights if Dylan's economic interest in
ABBA-W falls below 10% or, after the
Spin-off, Dylan holds less than 10% of the
outstanding ABBA-W Common Stock, and in each
case remains below 10% for a period of 60
days, provided that, so long as Dylan
retains at least 10/16 of its Original
Investment in ABBA-W, Dylan will only cease
to be entitled to the foregoing rights if
Dylan's economic interest in ABBA-W falls
below 8% or, after the Spin-off, Dylan holds
less than 8% of the outstanding ABBA-W
Common Stock, and in each case remains below
8% for a period of 60 days. Dylan will cause
the resignation of such representatives and
managers to occur within 10 business days
following the loss of the foregoing rights,
and no Dylan appointee will vote or exercise
any other rights or powers of office during
this period.
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<PAGE>
12. Anti-Dilution Provisions The New ABBA-W Tracking Stock will have the
benefit of standard anti-dilution
protections, as with the Current ABBA-W
Tracking Stock. These protections will apply
in the event of, among other things,
recapitalizations, reorganizations, stock
splits, stock dividends, and similar
transactions with respect to ABBA and its
capital stock.
13. Preemptive Rights
-- General Dylan will be entitled to participate, at
Dylan's option, in any new equity issuance
by ABBA or ABBA-W to maintain its interest
in ABBA-W calculated on a fully diluted
basis, not to exceed 16% (exclusive of any
shares issued upon exercise of the
Warrants). This preemptive right will be
subject to the following: (i) if Dylan did
not, prior to the issuance of equity giving
rise to the preemptive right, hold less than
12% of the economic interest (prior to the
Spin-off) or the common stock (following the
Spin-off) of ABBA-W, the number of shares
necessary to maintain up to a 16% interest
in ABBA-W (exclusive of any shares issued
upon exercise of the Warrants) calculated on
a fully diluted basis and (ii) if, prior to
the issuance of equity giving rise to the
preemptive right, Dylan held less than 12%
of the economic interest (prior to the
Spin-off) or the common stock (after the
Spin-off) of ABBA-W, the number of shares
necessary to maintain the percentage
interest that Dylan held immediately prior
to such equity issuance. The purchase price
for such shares shall equal the issuance
price for the issuance giving rise to such
preemptive right, provided that, in the case
of a preemptive right resulting from options
or other securities granted to officers,
directors or employees, the purchase price
shall be based on the average closing price
for the shares of Current ABBA-W Tracking
Stock or ABBA-W Common Stock, as the case
may be, for the 30 trading day period
immediately preceding the relevant
semi-annual stock option issuance date, and
provided, further that, in the case of the
exercise of a preemptive right under clause
(i) for shares in excess of the number of
shares necessary to maintain its then
current interest, the purchase price for the
excess shares shall be the greater of (x)
the issuance price for the issuance giving
rise to such exercise of preemptive right
and (y) the issuance price for the issuance
that previously diluted Dylan's interest and
with respect to which the excess shares are
being purchased to make up such previous
dilution. Appropriate valuation mechanisms
will be required with respect to sales of
equity in connection with acquisitions by
ABBA or ABBA-W of assets or businesses to
determine the deemed issuance price of such
issuances. In addition, appropriate
procedures will be necessary to ensure that
exercise of preemptive rights does not
materially interfere
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<PAGE>
with or delay public sales of equity by ABBA
or ABBA-W and to preserve Dylan's ability to
account for the investment contemplated
hereby under the equity method of
accounting. Preemptive rights will not be
triggered by issuances of securities upon
exchange or conversion of previously
outstanding securities (including without
limitation issuances in connection with any
rights plan) or by pro rata distributions to
shareholders (including without limitation
stock dividends and stock splits), except
that this sentence will not prevent Dylan
from exercising its preemptive rights
hereunder upon the conversion of convertible
securities that become outstanding after the
closing date of this investment and that,
because of the nature of the security, the
number of shares of common stock into which
such security is convertible was not
calculable and therefore Dylan could not
exercise its preemptive rights with respect
thereto.
Notwithstanding the foregoing, Dylan will
not be entitled to exercise preemptive
rights if and to the extent that the
exercise of such preemptive rights would,
taking into account all relevant facts in
existence at the time of the issuance to
Dylan, create a substantial risk that such
issuance would cause the distribution to be
taxable to ABBA under Code Section 355(e).
-- Loss of Preemptive Dylan will cease to be entitled to these
Rights rights if, prior to the Spin-off, Dylan's
economic interest in ABBA-W falls below 10%
or, after the Spin-off, Dylan holds less
than 10% of the outstanding ABBA-W Common
Stock and in each case remains below 10% for
a period of 60 days, provided that, so long
as Dylan retains at least 10/16 of its
Original Investment in ABBA-W, Dylan will
only cease to be entitled to these rights if
Dylan's economic interest in ABBA-W falls
below 8% or, after the Spin-off, Dylan holds
less than 8% of the outstanding ABBA-W
Common Stock, and in each case remains below
8% for a period of 60 days.
14. Technology Commitment ABBA-W will have launched service based on
W-CDMA technology in 13 of the top 50
wireless markets (BTAs) in the United States
by June 2004. Failure to achieve this target
will be excused (1) if Dylan at any time
ceases to actively support and promote
W-CDMA technology as the primary standard
for its 3G wireless services or if Dylan is
no longer actively supporting and promoting
3G wireless services, (2) if the failure is
due to factors beyond ABBA-W's reasonable
power to affect or control, including,
without limitation, delay in availability or
unavailability of equipment, software,
spectrum, cell sites or other items needed
for the construction and operation of the
W-CDMA service, provided that ABBA-W shall
have used commercially reasonable
efforts to take
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<PAGE>
reasonable steps to acquire such equipment,
software, spectrum, cell sites or other
items so needed, (3) if ABBA-W is unable to
obtain regulatory approvals, licenses and
permits necessary for the launch of services
based on W-CDMA technology on a timely basis
and without the imposition of burdensome
conditions or restrictions, provided that
ABBA-W shall have used commercially
reasonable efforts to take reasonable steps
to obtain such approvals, licenses and
permits, or (4) if the ABBA board of
directors or the ABBA-W board of directors,
as the case may be, determines in good faith
that ABBA-W's business plan for constructing
such a system has deteriorated significantly
due to regulatory or legal changes,
intellectual property disputes, health,
safety or other similar issues, or acts of
God or other natural events. ABBA-W will not
abandon W-CDMA technology without the
approval of the Board of Directors of ABBA
or ABBA-W, as the case may be.
"W-CDMA" means the CDMA based radio access
technology defined and specified in the
Third Generation Partnership Project
("3GPP") for IMT-2000 systems,
specifications of which may be modified from
time to time by 3GPP.
15. Technology Default
Obligation
-- Trigger Dylan will have a right to require ABBA (if
prior to the Spin-off) to repurchase the
shares of New ABBA-W Tracking Stock and
Warrants originally issued to Dylan and in
each case still held by Dylan, or to require
ABBA-W (if after the Spin-off) to repurchase
the shares of ABBA-W Common Stock issued in
exchange for such shares of New ABBA-W
Tracking Stock and the new Warrants issued
in exchange for the Warrants, in each case
that are still held by Dylan, upon (1) the
Board of Directors of ABBA or ABBA-W, as the
case may be, requiring or approving a change
in ABBA-W's 3G technology (other than
migration to successor technologies and
other than for one or more of the reasons
set forth in clauses (1) through (4) of
paragraph 14) prior to June 2004, or (2) if
ABBA-W fails to meet the technology
commitment set forth in paragraph 14 above;
provided that this right will terminate, and
Dylan will not be entitled to require such
repurchase, if Dylan at any time ceases to
actively support and promote W-CDMA
technology as the primary standard for its
3G wireless services or if Dylan is no
longer actively supporting and promoting 3G
wireless services.
Such repurchase right will be exercisable
only if notice of exercise is given within
30 days of written notice to Dylan of such
board action (in the case of clause (1) in
the previous paragraph), which notice to
Dylan will be given promptly
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<PAGE>
following any such board action, or of June
1, 2004 (in the case of clause (2) in the
previous paragraph). In addition, such
repurchase right is Dylan's sole remedy in
the event that the technology commitment set
forth in paragraph 14 is not met.
Upon exercise of the repurchase right under
this Section 15, Dylan shall cease to be
entitled to any veto, board representation,
management representation or other
governance or management rights that it may
have hereunder, and Dylan will cause the
resignation of any of its appointees,
nominees or representatives and managers to
occur within 5 business days following the
exercise of such rights, and no Dylan
appointee will vote or exercise any other
rights or powers of office during this
period; provided, however, that until
payment of the repurchase price, and so long
as Dylan would otherwise be entitled to
board representation hereunder, Dylan shall
be entitled to designate one individual to
serve on the ABBA board or the ABBA-W board,
as the case may be, reasonably acceptable to
ABBA or ABBA-W, for the purpose of
monitoring ABBA's or ABBA-W's compliance
with the repurchase obligations, which
individual shall be unaffiliated with Dylan
and shall agree not to provide Dylan or its
affiliates with any confidential information
of ABBA or ABBA-W other than information
directly related to ABBA's or ABBA-W's
compliance with the repurchase obligations.
-- Repurchase Price The repurchase price will be Dylan's
original purchase price plus Dylan's Cost of
Carry thereon to the date of payment. Final
payment will be due within 4 months from the
exercise date.
In lieu of paying all or part of the
repurchase price, ABBA or ABBA-W, as the
case may be, will have the right to cause
Dylan to sell all or part of such shares
into the market (upon registrations in
accordance with the registration rights
procedures discussed at Paragraph 20),
subject to ABBA-W paying Dylan the
difference if the proceeds received by Dylan
(net of underwriting commissions and
discounts) are less than the repurchase
price. The size and timing of such
registered sales will be determined mutually
by ABBA or ABBA-W, as the case may be, and
Dylan in their good faith judgment, in
consultation with their underwriters and
taking into account Dylan's desire to sell
its shares as quickly as reasonably
practicable and ABBA's or ABBA-W's desire
not to disrupt or depress the market for
Current ABBA-W Tracking Stock or ABBA-W
Common Stock. Such sales will be completed
as promptly as reasonably practicable, but
if such sales are not completed within 10
months of the exercise date, ABBA or ABBA-W,
as the case may be, will promptly (but in
any event within 10 days) pay to Dylan the
repurchase price with respect
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<PAGE>
to the portion of such shares not sold into
the market.
-- Limited ABBA ABBA will guarantee ABBA-W's obligations
Guaranty pursuant to this paragraph 15 up to a
maximum of $3.65 billion plus Dylan's Cost
of Carry thereon to the date of payment;
provided that ABBA will not be obligated to
make any payment under such guarantee unless
ABBA-W fails to make a payment that it is
obligated to make pursuant to this paragraph
15; provided, further, that in the event
there is a dispute as to ABBA-W's obligation
to make all or any portion of any payment
pursuant to this paragraph 15, ABBA will not
be obligated to make such payment under such
guaranty until such dispute is resolved in
favor of Dylan by a final and nonappealable
order and ABBA-W thereafter fails to make
such payment; and provided, further, that in
any event Dylan shall have used commercially
reasonable efforts to collect payment from
ABBA-W. In the event ABBA makes any payment
to Dylan pursuant to this guarantee, ABBA-W
shall be obligated to reimburse and
indemnify ABBA for such payment (including
any costs incurred by ABBA), provided that
such reimbursement and indemnity obligation
shall be subordinated to ABBA-W's
obligations to Dylan pursuant to this
paragraph 15.
16. Joint Research Effort ABBA, ABBA-W and Dylan will discuss in good
faith joint research efforts within twelve
months of the closing date or such other
date as the parties mutually agree.
17. Public Announcements The initial press releases announcing the
investment and the other transactions
contemplated hereby shall be jointly
coordinated and agreed. Thereafter, for so
long as the agreements contemplated by this
term sheet are in effect (or, if earlier,
until the 15th day following the closing
date), Dylan and ABBA, if prior to the
Spin-off, and Dylan and ABBA-W, if after the
consummation of the Spin-off, agree to
consult with each other before issuing any
press release or making any public statement
with respect to the agreements and
transactions contemplated by this term sheet
and, subject to the immediately following
sentence, will not issue any such press
release or make any such public statement
without the prior consent of the other
party, which consent shall not be
unreasonably withheld or delayed.
Notwithstanding the foregoing, any such
press release or public statement as may be
required by applicable law or any listing
agreement with any applicable securities
exchange may be issued without such consent,
if the party making such release or
statement has used its reasonable efforts to
consult with the other party.
18. Documentation Initial drafting responsibilities to be
divided evenly between Sullivan & Cromwell
and Wachtell, Lipton, Rosen & Katz, as
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<PAGE>
follows:
Preferred Stock Certificate: S&C
Purchase Agreement: S&C
Warrants: WLR&K
Investor Agreement: WLR&K
ABBA has provided Dylan with drafts of the
agreements (and/or term sheets with respect
to such agreements) to be entered into
between ABBA and/or its affiliates (other
than ABBA-W or any of its subsidiaries), on
the one hand, and ABBA-W or any of its
subsidiaries, on the other hand, in
connection with the Spin-off. (For the
avoidance of doubt, a complete set of such
delivered drafts, designated as such, have
been compiled and provided to Dylan together
with this term sheet. Annex C hereto
provides an index of such delivered drafts.)
These drafts reflect substantially
negotiated forms of such agreements or
arrangements (or term sheets that are
intended to be reflected in full agreements)
with respect to the Spin-off (such delivered
drafts, the "Final Draft Separation
Agreements").
19. Agreements The terms set forth in this term sheet will
be incorporated into definitive agreements
that will contain representations and
warranties as set forth in Annex D hereto,
and other terms and provisions customary for
a public company investment of this size and
nature (consistent with the terms set forth
in this term sheet). The representations and
warranties will survive until 30 days
following completion of the first year-end
audit of ABBA-W completed after the date of
the Spin-off or, if earlier, 30 days
following completion of the second year-end
audit of the Wireless Group completed after
the date of closing this investment; except
that ABBA's representations as to the valid
issuance of the shares of New ABBA-W
Tracking Stock and Current ABBA-W Tracking
Stock, if any, issued to Dylan, and ABBA-W's
representations as to the valid issuance of
the Warrants and the ABBA-W Common Stock
issued to Dylan shall expire only when the
applicable statute of limitations runs.
Subject to the limitations set forth below,
ABBA will indemnify Dylan for losses arising
from breach of the representations and
warranties set forth in Annex D contained in
Section 2.1(a)(i), Section 2.1(b) insofar as
it relates to ABBA's articles of
incorporation and bylaws, Section 2.1(c)
insofar as it relates to ABBA, the first
sentence of Section 2.1(d), Section 2.1(f)
insofar as it relates to the New ABBA-W
Tracking Stock or the Current ABBA-W
Tracking Stock, Section 2.1(p) insofar as it
relates to ABBA, and Section 2.1(q)(2).
ABBA-W will indemnify Dylan for losses
arising from breach of any other
representations and warranties contained in
Section 2.1 of Annex D. Dylan will indemnify
ABBA and ABBA-W for losses arising from
breach of the
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representations and warranties set forth in
Section 2.2 of Annex D. For purposes of such
indemnification (but not for purposes of the
closing conditions), the representations and
warranties will be considered without regard
to the materiality qualifiers contained
therein, but no representation or warranty
shall be deemed breached to the extent
resulting from the impact of (i) changes in
laws of general applicability or
interpretations thereof by Governmental
Entities, (ii) changes in generally
applicable provisions of GAAP or (iii)
changes in general economic conditions
affecting companies in the wireless
telecommunications industry generally. The
indemnification will be limited to claims
arising during the survival period and will
be subject to a deductible basket of $200
million and a cap of $5 billion, provided
that ABBA's cap shall be $3.65 billion, and
provided, further, that there will be no cap
on ABBA's representations as to the valid
issuance of the shares of New ABBA-W
Tracking Stock and Current ABBA-W Tracking
Stock, if any, issued to Dylan, and there
will be no cap on ABBA-W's representations
as to the valid issuance of the Warrants and
the ABBA-W Common Stock issued to Dylan. In
addition, ABBA will guarantee ABBA-W's
indemnity obligations pursuant to this
paragraph 19; provided that any payments by
ABBA on such guarantee will be applied
against ABBA's indemnity cap; provided,
further, that ABBA will not be obligated to
make any payment under such guarantee unless
ABBA-W fails to make an indemnity payment
that it is obligated to make pursuant to
this paragraph 19; provided, further, that
in the event there is a dispute as to
ABBA-W's obligation to make all or any
portion of any indemnity payment pursuant to
this paragraph 19, ABBA will not be
obligated to make such payment under such
guarantee until such dispute is resolved in
favor of Dylan by a final and nonappealable
order and ABBA-W thereafter fails to make
such payment; and provided, further, that in
any event Dylan shall have used commercially
reasonable efforts to collect payment from
ABBA-W. In the event ABBA makes any payment
to Dylan pursuant to this guarantee, ABBA-W
shall be obligated to reimburse and
indemnify ABBA for such payment (including
any costs incurred by ABBA), provided that
such reimbursement and indemnity obligation
shall be subordinated to ABBA-W's indemnity
obligations to Dylan pursuant to this
paragraph 19.
Consummation of the transactions
contemplated by the definitive agreements
will be subject to the conditions set forth
in the Letter Agreement to which this term
sheet is attached. The definitive agreements
will be governed by New York law. Any
disputes arising under the definitive
agreements will be resolved by arbitration,
using a panel of three arbitrators,
conducted in New York, New York, in
accordance with the
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<PAGE>
rules of the American Arbitration
Association or any successor thereof. Within
30 days of receipt of any award (which shall
not be binding if an appeal is taken) any
party may notify the AAA of an intention to
appeal to a second three-arbitrator
tribunal. At least two of the three
appellate arbitrators shall be former judges
in state or federal courts. The appeal
tribunal shall be entitled to adopt the
initial award as its own, modify the initial
award or substitute its own award for the
initial award. The appeal tribunal shall not
modify or replace the initial award except
for errors of law or because of clear and
convincing factual errors. The award of the
appeal tribunal shall be final and binding,
and judgment may be entered by a court
having jurisdiction thereof. The review by
the appeal tribunal will be completed and
its order issued within 30 days of the final
submission of the parties to the panel.
In addition, the following covenants shall
be in effect from the date of this term
sheet through the closing of the investment
contemplated by this term sheet:
(1) Subject to applicable law,
attorney/client privilege and
existing confidentiality
obligations, ABBA shall, and shall
cause its subsidiaries to, afford
to Dylan and its officers,
employees, counsel, accountants
and other representatives
reasonable access during normal
business hours upon reasonable
notice to all books, records,
properties, personnel and such
other information as Dylan may
request in each case related to
the Wireless Group (as defined in
ABBA's articles of incorporation
as of the date of this term
sheet). All non-public information
obtained by Dylan and its
representatives shall be
maintained in confidence and used
only for the purposes related to
the transactions and activities
contemplated by this term sheet;
(2) Without Dylan's prior written
consent, ABBA shall not take, and
shall not permit any of its
subsidiaries to take, any action
that would be subject to Dylan's
pre-Spin-off veto rights set forth
in Section 7 above if such action
were to be taken after the closing
of the investment contemplated by
this term sheet;
(3) ABBA shall, and shall cause its
subsidiaries to, carry on the
business of the Wireless Group in
the ordinary course of business,
and use commercially reasonable
efforts to (A) preserve intact its
present business organization, (B)
keep available the services of its
present officers and employees,
and (C) preserve intact its
relationships with customers,
suppliers and others having
business dealings with it (it
being
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<PAGE>
understood that this covenant will
not prohibit ABBA or ABBA-W from
taking any action permitted under the
foregoing paragraph (2)); and
(4) ABBA shall not issue any equity
securities to which Dylan's
peemptive rights would apply if
such equity securities were to be
issued after the closing of the
investment contemplated by this
term sheet, except for shares of
Current ABBA-W Tracking Stock
issuable upon exercise of options
outstanding as of the date hereof
or issued pursuant to ABBA's stock
option plans after the date of
this term sheet in the ordinary
course of business; provided that,
ABBA may issue such equity
securities following consultation
with Dylan (but without the
requirement of Dylan's consent) so
long as such equity securities
issued in the aggregate do not
exceed 15% of the total economic
interests in the Wireless Group;
and provided, further, that, after
the closing of the investment
contemplated by this term sheet,
Dylan shall have the preemptive
right to acquire shares in respect
of such issuance in accordance
with Section 13. Such right shall
be exercisable during the 30 day
period beginning on the closing of
the investment contemplated by
this term sheet, and the price
Dylan would pay to acquire shares
upon the exercise of such
preemptive right will be the price
that would have applied pursuant
to Section 13 of the term sheet
had Dylan exercised such
preemptive right at the time of
the issuance giving rise to the
preemptive right. For the
avoidance of doubt, the parties
agree that any issuance of Current
ABBA-W Tracking Stock that
reflects a disposition of all or
part of ABBA's retained interest
(I.E., that does not result in any
adjustment to the denominator of
the Wireless Allocation Fraction)
shall not be an issuance of equity
securities covered by this clause
(4).
20. Registration Rights
-- General ABBA will agree to customary registration
rights with respect to any shares of Current
ABBA-W Tracking Stock issued upon conversion
of Dylan's New ABBA-W Tracking Stock,
including piggy-back and no more than six
demand registration rights (with each such
demand involving securities worth not less
than $500 million), and ABBA-W will agree to
such registration rights with respect to
Dylan's shares of ABBA-W Common Stock
following the Spin-off. Dylan and ABBA and
ABBA-W will also agree to customary
commitments in connection with such
registration rights (including customary
blackout rights of no more than ninety
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<PAGE>
days in any one-year period). Dylan may not
exercise more than one demand in any 7
1/2-month period.
In connection with any demand registration
for an underwritten offering, Dylan will be
entitled to select the managing underwriter
or underwriters, subject to the reasonable
consent of ABBA or ABBA-W, as the case may
be, provided that with respect to any
registration effected in connection with the
technology default obligation contemplated
by Section 15, ABBA or ABBA-W, as the case
may be, will be entitled to select the
managing underwriter or underwriters. ABBA
and ABBA-W shall also have the right to
approve the selection of underwriter's
counsel, which approval will not be
unreasonably withheld. If requested in
connection with such an underwritten
offering, ABBA or ABBA-W, as the case may
be, will make appropriate members of its
management reasonably available for
assistance (but without unduly burdening
such individuals or ABBA or ABBA-W, as the
case may be) as part of the road show in
support of such offering (it being
understood that the reasonable level of such
assistance will take into account the size
of the offering and other relevant factors).
ABBA or ABBA-W, as the case may be, will pay
the expenses associated with any demand
registration, except for underwriting fees,
commissions and discounts and except for the
fees and expenses of legal counsel to Dylan,
provided that with respect to any
registration effected in connection with the
technology default obligation contemplated
by Section 15, ABBA or ABBA-W, as the case
may be, will pay the reasonable fees and
expenses of Dylan's counsel.
Dylan will not be able to demand
registration at any time that it is
prohibited from transferring the relevant
securities pursuant to the transfer
restrictions contained in Section 22,
provided that Dylan may make a demand no
earlier than one month prior to the
expiration of the relevant transfer
restriction for a registration that would
become effective on or after the expiration
of such transfer restriction.
-- Loss of Demand Dylan will be entitled to exercise demand
Registration Rights registration rights only if at the time of
exercise of such demands Dylan (including
its wholly owned subsidiaries) owns
securities of ABBA or ABBA-W, as the case
may be, that either have an aggregate fair
market value of at least $1 billion or
represent at least 2% of the outstanding
economic interests in ABBA-W (prior to the
Spin-off) or of the outstanding voting
securities of ABBA-W (after the Spin-off).
21. Timing The timing with respect to execution of
definitive agreements
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and funding is set forth in the letter
agreement to which this term sheet is
attached.
22. Transfer Restrictions Except as set forth under "Securities"
above, without the consent of ABBA or
ABBA-W, as the case may be, Dylan will not
Transfer to any third party any shares of
New ABBA-W Tracking Stock, and, for a period
of 18 months following the closing of the
investment contemplated by this term sheet,
any shares of Current ABBA-W Tracking Stock
or ABBA-W Common Stock, it being understood
that Dylan will be entitled to transfer any
such shares to any directly or indirectly
wholly owned subsidiary of Dylan so long as
such subsidiary remains so and agrees with
ABBA-W to itself be bound by the provisions
to which Dylan will be bound pursuant to
this term sheet. Notwithstanding the
foregoing, Dylan may transfer shares of
Current ABBA-W Tracking Stock or ABBA-W
Common Stock prior to the expiration of 18
months following closing, subject to the
other provisions of this Section 22, upon
the occurrence of either of the following
events without Dylan's prior written
consent: (1) a sale of all or substantially
all the assets of ABBA-W, or a merger,
consolidation or similar business
combination involving all or substantially
all of the business of ABBA-W, other than
any such transaction in which the holders of
the economic interests in ABBA-W as of
immediately prior to the consummation of
such transaction continue to hold, directly
or indirectly, at least two-thirds of such
economic interests in ABBA-W or the
successor corporation following such
transaction, or (2) the acquisition or
acquisitions (including by merger or other
similar transaction) of any business or
assets by ABBA-W (other than acquisitions of
spectrum) if the consideration paid by
ABBA-W with respect to all such acquisitions
exceeds $25 billion. In addition, Dylan may
tender shares of Current ABBA-W Tracking
Stock or ABBA-W Common Stock, prior to the
expiration of 18 months following closing,
into a tender offer or exchange offer that
is approved by the ABBA board or the ABBA-W
board, as the case may be. Except as set
forth in the next sentence, Dylan's rights
under this term sheet will not be
transferable to a transferee of any such
shares, other than a transferee that is and
remains a wholly owned subsidiary of Dylan
(and has agreed with ABBA-W as contemplated
above). Dylan may transfer registration
rights to any transferee of more than $1
billion of ABBA-W securities from Dylan and
may transfer one of its demand registration
rights to any transferee of the Warrants
(which shall apply only to registration of
the Current ABBA-W Tracking Stock or ABBA-W
Common Stock issuable upon exercise of the
Warrants and not to the Warrants themselves,
but shall apply even if the amount of
registrable securities is less than the $500
million minimum contemplated by Paragraph
20),
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provided that no such transfers will alter
or enlarge ABBA or ABBA-W's aggregate
registration obligations hereunder.
Without ABBA's approval (prior to the
Spin-off) or ABBA-W's approval (following
the Spin-off), Dylan may not at any time
transfer securities to any one person such
that, after giving effect to the transfer,
such person would beneficially own in excess
of 6% of the outstanding ABBA-W tracking
stock (before the Spin-off) or ABBA-W Common
Stock (following the Spin-off); provided,
that in the case of a transfer of shares to
a person specified in Rule 13d-1(b)(1)(ii)
under the Securities Exchange Act that would
be eligible based on such person's status
and passive intent with respect to the
ownership, holding and voting of such shares
to report such person's ownership on
Schedule 13G, Dylan may transfer to such
person up to a number of shares such that,
after giving effect to the transfer, such
person would not beneficially own in excess
of 10% of the outstanding ABBA-W tracking
stock (before the spin-off) or ABBA-W Common
Stock (following the spin-off). As set forth
in Annex A, any transfer of the Warrants
will be subject to the foregoing
restrictions (applied as if the transferee
had fully exercised the transferred
Warrants).
23. Voting Provisions Dylan agrees to be present at any meeting of
stockholders at which directors are to be
elected and to vote its securities with
respect to the election of directors in
accordance with one of the following (as
determined by Dylan): (1) in favor of the
slate of directors nominated by the board of
directors, or (2) for, against or abstain
with respect to each nominee for director in
the same proportion as the votes of all
stockholders other than Dylan and its
affiliates. The foregoing shall not apply at
any time that ABBA or ABBA-W, as the case
may be, is not in compliance with its
obligations under paragraph 9 to appoint or
nominate Dylan nominee(s) to the board of
ABBA or ABBA-W, as the case may be, or
following the loss of all of Dylan's board
rights.
24. Standstill
-- Initial 5-Year Prior to the fifth anniversary of the
Period closing of the investment contemplated
hereby, Dylan shall not, and shall not
permit any of its controlled subsidiaries
(which term will include, without
limitation, each subsidiary and minority
investment to whom Dylan has disclosed any
non-public information concerning ABBA,
ABBA-W, the MMS or the investment
contemplated by this term sheet) or, when
acting on behalf of Dylan or any of its
controlled subsidiaries, its or their
officers, directors, employees or agents
(collectively, "affiliates") to, in any
manner, whether publicly or otherwise,
directly or indirectly,
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<PAGE>
without the prior written consent of ABBA
(to the extent related to ABBA or its
securities, subsidiaries or assets) or
ABBA-W (to the extent related to ABBA-W or
its securities, subsidiaries or assets), (i)
acquire, agree to acquire or make any public
proposal to acquire, directly or indirectly,
beneficial ownership of any voting
securities or assets of ABBA or ABBA-W or
the subsidiaries of either, except as
described above under "Preemptive Right" or
with respect to its conversion rights as
described above under "Security" or with
respect to the shares issued upon exercise
of the Warrants; (ii) enter into or publicly
propose to enter into, directly or
indirectly, any merger or other business
combination or similar transaction or change
in control transaction involving ABBA or
ABBA-W, or the subsidiaries of either; (iii)
make, or in any way participate, directly or
indirectly, in any "solicitation" of
"proxies" (as such terms are used in the
proxy rules of the SEC) to vote, or seek to
advise or influence any person with respect
to the voting of, any securities of ABBA or
ABBA-W, or the subsidiaries of either; (iv)
call, or seek to call, a meeting of the
shareholders of ABBA or ABBA-W or initiate
any shareholder proposal for action by
shareholders of ABBA or ABBA-W; (v) bring
any action or otherwise act to contest the
validity of this standstill or seek a
release of the restrictions contained
herein, in each case in any manner that
would require or lead to public disclosure
thereof; (vi) form, join or in any way
participate in a "group" (within the meaning
of Section 13(d)(3) of the Exchange Act)
that, with respect to any securities of ABBA
or ABBA-W or any subsidiary of either, would
be required under Section 13(d) of the
Exchange Act and the rules and regulations
thereunder to file a Statement on Schedule
13D with the SEC as a "person" (within the
meaning of Section 13(d)(3) of the Exchange
Act); (vii) seek representation on the board
of directors of ABBA or ABBA-W, other than
any seat on the board of directors granted
in the term sheet, or seek the removal of
any directors from either such board or seek
a change in size or composition of either
such board (including, without limitation,
by voting for any directors not nominated by
the board of directors of ABBA or ABBA-W);
(viii) enter into any discussions,
negotiations, arrangements (whether written
or oral) with any other Person with respect
to any of the foregoing (other than action
taken by a Director in his or her capacity
as a member of the board of directors of
ABBA or ABBA-W or taken by an employee of
ABBA-W in the authorized course of such
employment); (ix) disclose any intention,
plan or arrangement inconsistent with the
foregoing; (x) take, or solicit, propose to
or agree with any other Person to take, any
actions designed to, obtain, affect or
change the control of the board of
directors, senior executive management or
voting equity of ABBA or ABBA-W (other than
action
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<PAGE>
taken by a Director in his or her capacity
as a member of the board of directors of
ABBA or ABBA-W and, with respect to the
senior executive management of ABBA-W, as
expressly contemplated hereunder); or (xi)
advise, assist or encourage any other
persons in connection with any of the
foregoing.
In the event Dylan's ultimate parent or any
of its subsidiaries (other than Dylan and
its controlled subsidiaries), or, when
acting on behalf of such parent or
subsidiaries, any affiliate thereof, takes
any action of the types referred to in any
of clauses (i) - (xi) of the previous
sentence, then, without limiting any of its
or their obligations under the previous
sentence, Dylan and its controlled
subsidiaries shall not, (A) with respect to
any matter proposed or supported by Dylan's
parent (or subsidiaries or affiliates) or
any vote of ABBA or ABBA-W's stockholders
related to or occurring as a result of any
such action by Dylan's parent (or
subsidiaries or affiliates), vote any of
their ABBA or ABBA-W shares other than, at
Dylan's election, either (1) as directed by
the ABBA board of directors (before the
Spin-off) or the ABBA-W board (after the
Spin-off) or (2) in proportion to the votes
cast by the stockholders who are not
affiliated with Dylan or with Dylan's
parent, and (B) with respect to any tender
offer or other offer to purchase securities
proposed or supported by Dylan's parent (or
affiliates or subsidiaries), tender, offer,
sell or transfer any of their ABBA or ABBA-W
shares to the person making such offer
without the prior written consent of the
ABBA board of directors (before the
Spin-off) or the ABBA-W board (after the
Spin-off); provided, however, that Dylan may
tender its shares into such a tender offer
after (but only after) such time as all
material conditions to such offer (including
any financing condition and any condition
with respect to removal of ABBA-W's rights
plan or any other takeover protections) that
are capable of being satisfied prior to
expiration of the offer have been satisfied
or irrevocably waived by the offeror;
provided, further, that Dylan shall not,
prior to such time, announce or disclose its
intent to tender its shares into such offer
following satisfaction or waiver of such
conditions.
Dylan agrees not to provide to Dylan's
parent or its controlled subsidiaries
(including as a result of any representation
Dylan's parent may have on the Dylan board
or in Dylan management) any non-public
information concerning ABBA or ABBA-W or any
of their respective subsidiaries or
businesses obtained by Dylan as a result of
its board, management or other rights
hereunder or as a result of its investment
in ABBA or ABBA-W.
The foregoing restrictions will terminate
with respect to ABBA-W and its subsidiaries
if (a) a third party unaffiliated
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<PAGE>
with ABBA-W commences a tender or exchange
offer seeking to acquire 15% or more of
ABBA-W's outstanding voting securities and
ABBA-W does not (within 10 business days
following such commencement) publicly
recommend that its shareholders not accept
such offer, (b) ABBA-W enters into a
definitive agreement (or binding letter of
intent) with a third party (or group of
related parties) to effectuate a merger or
consolidation with or sale of all or
substantially all of its assets and
properties to, any unaffiliated third party,
unless immediately following such
transaction the persons that immediately
prior to such transaction held the ABBA-W
Common Stock hold, directly or indirectly,
at least 50% of the equity and at least 50%
of the voting power of the entity surviving
such merger or consolidation or to whom such
assets will be transferred or (c) if ABBA-W
enters into a definitive agreement (or
binding letter of intent) providing for a
sale by ABBA-W of ABBA-W securities, or a
merger or consolidation, in either case that
would result in any one person (or group of
related persons) acquiring in excess of 35%
of the voting power of ABBA-W outstanding
after completion of such transaction;
provided that (x) if the acquiror of the
greater-than 35% block is subject to a
standstill that restricts its ability to
acquire more than its initial percentage of
the voting power of ABBA-W or a majority of
its board of directors (and such standstill
is otherwise on substantially similar terms
as this standstill or, to the extent such
other terms are not substantially similar to
this standstill, ABBA-W amends this
standstill to make its terms substantially
similar to such terms of the other
standstill), then Dylan shall not be freed
from the standstill restrictions (as so
amended, if applicable) by virtue of this
clause (c) unless and until the standstill
restrictions on the acquiror lapse or are
waived, and (y) anything in this clause (c)
not withstanding, Dylan shall continue to be
subject to each provision of the standstill
to the extent such provision relates to the
ability of Dylan to support, encourage,
cooperate with, participate with or act as a
group or in concert with the
greater-than-35% acquiror with respect to
the securities of ABBA-W or ABBA-W's board
or management. In addition, the foregoing
restrictions will terminate, with respect to
ABBA and its subsidiaries and assets, but
not with respect to ABBA-W and its
subsidiaries and assets, on the second
anniversary of the Spin-off.
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-- Post-Initial 5-Year After the initial 5 year period, and for so
Period long as Dylan has the right to nominate a
director, Dylan shall continue to be subject
to the same standstill provisions except
that Dylan shall be released from the
standstill provisions on the 91st day after
both of the following events have occurred:
(1) all Dylan representatives on the ABBA
board or the ABBA-W board shall have
resigned and Dylan shall not have replaced
any of them with new representatives, and
(2) all other Dylan representatives or
designees appointed to the management or any
governance body or committee of ABBA-W
(including under Sections 10 and 11 hereof)
shall have resigned and shall not have been
replaced with new Dylan representatives or
designees. Immediately upon the resignation
of all of Dylan's representatives or
designees appointed to the management or any
governance body or committee of ABBA-W
(including under Sections 10 and 11 hereof)
as contemplated by the foregoing clause (2),
(a) Dylan shall be deemed to have
irrevocably waived its rights to board
representation and to designate any
representatives or designees to the
management or any governance body or
committee hereunder (including under
Sections 10 and 11 hereof), but shall not be
deemed to have waived any rights it may have
as a result of being a shareholder of
ABBA-W, and (b) ABBA-W may take such action
with respect to any other employees of, or
persons providing service to, ABBA-W
(including the MMS) in its sole discretion,
including terminating or sequestering or
separating such employees, without regard to
the fact that any such persons may have been
appointed or nominated by Dylan.
Notwithstanding the foregoing, in the event
the resignations contemplated by foregoing
clauses (1) and (2) occur concurrently with
the delivery by Dylan to ABBA or ABBA-W, as
the case may be, of a notice to the effect
that such resignations are not intended to
commence the 90-day time-period for
releasing Dylan from the standstill
provisions and that Dylan intends to replace
the individuals who have resigned, then such
90-day time period will not commence and the
consequences set forth in the foregoing
clauses (a) and (b) will not apply.
25. Alliance Purpose Dylan and ABBA-W (the "Alliance Partners")
will form a mobile multimedia alliance (the
"Alliance"). The Alliance represents the
mutual commitment by the Alliance Partners
to cooperate in operational and
technological matters affecting the delivery
of i-mode mobile multimedia services to
subscribers, as well as the development and
delivery of i-mode mobile multimedia content
and applications.
ABBA-W will form a wholly-owned and
controlled subsidiary (the "MMS") that will
be responsible for the development and
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commercialization of i-mode mobile
multimedia content and applications over the
ABBA-W network in the ABBA-W Home Territory.
For purposes of this term sheet, "Home
Territory" means the nation of Japan for
Dylan. For ABBA-W, "Home Territory" means
the United States, Canada and Mexico.
25A. i-mode Mobile Multi-Media To develop wireless internet access and
related mobile multimedia applications and
services from wireless phones and other
wireless access devices based on Dylan's
i-mode and multimedia expertise, experience,
know-how and technology.
26. Alliance Goals 1. Achieve Synergies with ABBA-W's
Mobility Division. Develop and provide
advanced data and multimedia services
offerings that create and enhance
customer loyalty and create new revenue
sources for ABBA-W.
2. Accelerate the Growth of Mobile
Multimedia Businesses. Accelerate the
growth of each Alliance Partner's
existing mobile multimedia and data
service businesses by utilizing each
other's current and future technology,
experience and know-how in their
respective Home Territories.
26A. Advisory Committee Upon closing of the investment, ABBA-W and
Dylan will establish a management advisory
committee to assist and advise the MMS CEO.
The committee will, among other things,
assist the MMS CEO in reviewing and updating
the MMS business plan and strategy. The
parties anticipate that the committee will
meet on a regular basis or as requested by
the CEO. The composition and size of the
advisory committee will be mutually agreed
upon by ABBA-W and Dylan. Dylan will have
significant (but not majority)
representation on the committee.
26B. MMS Senior Management Dylan and ABBA-W will appoint a mutually
satisfactory MMS CEO, who shall, as MMS CEO,
be an ABBA-W employee and work in ABBA-W
headquarters or such other location as may
be determined for the MMS. ABBA-W will
appoint an interim MMS CEO, following
consultation with Dylan, to oversee and
manage the initial activities of the MMS, or
to manage the MMS during any periods of
vacancy. Dylan and ABBA-W will use their
commercially reasonable efforts to select a
permanent CEO within 6 months after the
investment is closed or within 6 months of
the creation of any vacancy. The MMS CEO
will have extensive experience and
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<PAGE>
background in with data related services or
similar skills in the United States and be
sufficiently familiar with US markets. In
addition, Dylan shall have a right to
appoint the CTO of the MMS, subject to
ABBA-W's approval.
27. Technology Evolution and 1. Alliance Technology Commitments.
Timing
- The Alliance Partners will pursue
two mutually beneficial goals:
(1) to enable users to access
diverse HTML and x-HTML appli-
cations and content on mobile
wireless terminals, and (2) to
jointly encourage terminal
manufacturers to produce a variety
of attractive and economical
devices that are compatible with
the following technology path:
HDML/WML -> cHTML (as commercially
reasonable in USA) -> xHTML/WAP-NG
- Dual Browser Handsets -- As an
interim step toward xHTML/WAP-NG,
the Alliance Partners will agree to
jointly approach terminal
manufacturers concerning the
development, production and
marketing of dual browser handsets,
and will work jointly with
manufacturers with respect to
functions, specifications and
design for such handsets.
- The Alliance Partners will
work to adopting
third-generation technology
paths that target convergence
upon worldwide standards for
data and air interface
protocols (i.e., WAP-NG and
W-CDMA).
2. Technology Plan.
- After closing of the
investment, the Alliance
Partners will begin study on
Dylan's service platform
elements that may be of
benefit to the MMS (e.g.,
profiling engines, data
warehouses, clickstream
analysis).
- Dylan and ABBA-W will study
the feasibility of
accelerating the delivery to
market of advanced devices and
related technologies that can
increase the growth and
performance of ABBA-W and the
MMS.
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- Any business plan should be
efficient and have a
benefit/cost relationship that
is positive in terms of
economics and market position
for ABBA-W.
28. ABBA-W's Resources 1. ABBA-W's multimedia resources that will
be contributed to the MMS will include:
- PocketNet service, experience and
personnel;
- Rights to current content, commerce
and applications; and,
- Gateway, e-mail and related
application servers.
2. Cash (up to $200M) sufficient to
fund the business plan of the MMS
to cash flow positive will be
earmarked by ABBA-W from the
proceeds of the investment.
28A. Dylan's Contributions Dylan will among other things assist
ABBA-W and the MMS in achieving the
Alliance Goals by providing the MMS with
information exchange opportunities and
access to technology, know-how, and
resources, including support in the
categories outlined in part in Annex E.
These contributions on the part of Dylan
shall include:
- The exclusivity and
non-compete agreement found in
paragraph 31.
- Subject to mutual agreement by
ABBA-W and Dylan based on MMS needs
and resource availability, Dylan
will second such employees to
ABBA-W as may be mutually
beneficial for the free exchange of
information. The parties anticipate
that Dylan will provide approxi-
mately 2 to 3 employees for the
initial two years following closing
of the investment, approximately 3
to 5 employees during the period of
ABBA-W's 3G deployment, and 2 to 3
employees thereafter. The ultimate
number of Dylan secondees each year
shall be determined by the advisory
committee. Dylan will also accept
up to two employees from ABBA-W to
work in Tokyo with Dylan's gateway,
mobile multimedia, or other
appropriate division in the Tokyo
region. Dylan will commit to
credit $1.0M per year to cover the
cost of Dylan secondees to ABBA-W,
and the parties have agreed to
discuss whether such amount would
also cover ABBA-W employees
exchanged to Dylan. The parties
also agree to use commercially
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reasonable efforts to set up
regular meetings to facilitate
transfer of know-how. The
qualifications of Dylan
personnel available for secondment
will be provided to ABBA-W for
consideration as opportunities
arise for placement within the MMS;
- Handset specifications and
development expertise and
influence;
- Standardization influence;
- i-mode experience, such as
negotiations with content
providers; and
- Licenses to all Dylan know-how,
technology and intellectual
property rights related to i-mode
and mobile multimedia services (up
to and including 3G) as it is
developed; sole use of the i-mode
brand in the USA, and other know-
how developed for mobile multimedia
services. It is understood, for
purposes of clarification, that
"i-mode and mobile multimedia
technology (up to and including
3G)" as used herein includes mobile
Internet gateway designs, and user
interface designs, but does not
include technology which solely
relates to 3G network architecture
and infrastructure, which will be
subject to separate negotiations
based upon commercially reasonable
licensing terms and conditions.
29. MMS Business Plan 1. The parties will use commercially
reasonable efforts to establish the MMS
within 3 months of the closing of the
investment.
2. Following closing of the
investment, a business strategy
and plan for the first 18 months
of operations will be prepared in
consultation with Dylan. The
business plan will be updated as
appropriate in light of changing
business dynamics and business
needs.
3. Subject to the business plan in
effect from time to time, it is
anticipated that MMS will have
responsibility for ABBA-W's mobile
multimedia business, such as:
- Mobile Internet server operation;
- Application/service deployment,
including streaming of music and
video and e-commerce applications;
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- Negotiations with content
providers;
- Terminal functions planning,
design and specifications in
conjunction with ABBA-W's
mobile services division;
- Development of operational and
technical standards in conjunction
with ABBA-W's mobile services
division; and
- Brand development for the MMS.
30. Termination All obligations of the parties with respect
to the Alliance may be terminated by either
Dylan or ABBA-W if Dylan's interest in
ABBA-W is less than 10% (or 8% if Dylan owns
at least 10/16 of its original number of
ABBA-W shares) for a period of least 90
days, except that Dylan's non-compete
obligations (set forth in Section 31) shall
continue for one full year after termination
and all Dylan technology and IPR licenses
shall continue for 18 months after
termination.
In the event that Dylan's interest in ABBA-W
is less than the percentages noted above due
to exercise of its rights to cause ABBA-W to
repurchase Dylan's interest as described in
"Date of Spin-off" under paragraph 3, or in
paragraph 15, or due to redemption of
Dylan's interest as described in
"Conversion/Redemption" under paragraph 3,
all obligations of the Alliance Partners
with respect to the Alliance will terminate
at the end of the 90-day period referenced
above.
In the event that Dylan ceases to provide
access to i-mode and mobile multimedia
technology on the basis and as described in
paragraph 28A, ABBA-W may terminate all
obligations of the Alliance Partners with
respect to the Alliance.
31. Exclusivity and See Annex F.
Non-Competition
32. Other Operational The following principles would be
Cooperation memorialized in separate definitive
agreements:
Dylan and ABBA-W will each recognize the
other party as its primary and preferred
operating partner for mobile wireless
services in the other party's home
territory. Specific areas of operational
cooperation by Dylan and ABBA-W will
include:
- Roaming. Dylan and ABBA-W will,
subject to technical and commercial
feasibility, each recognize the
other party as its primary and
preferred roaming partner in the
other party's home territory
service area, subject to both
parties'
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existing roaming arrangements
and agreements as of the date
hereof. Nothing contained herein
shall provide either party with any
rights that would conflict with
such existing roaming agreements
for so long as such existing
roaming agreements remain in
effect. Dylan and ABBA-W shall use
commercially reasonable efforts to
negotiate in good faith roaming
arrangements with each other on
reciprocal terms no less favorable
than those provided to similar
wireless providers; provided that
such arrangements shall not in any
way conflict with either party's
existing roaming agreements.
Nothing contained herein shall be
deemed to create any obligation of
exclusivity between Dylan and
ABBA-W with respect to their
roaming agreements in each
other's home territory.
- Joint-Marketing Programs and
Offers. Dylan and ABBA-W will make
commercially reasonable efforts to
cooperate in designing, to the
extent commercially feasible,
programs and offers that market and
provide mobile wireless services
that are intended to extend from
one party's home territory into the
other party's home territory. The
sharing of customer information
will be subject to such limitations
as may be imposed by applicable law
and regulation.
- Major Account Services. Dylan and
ABBA-W will both participate, to
the extent commercially feasible,
in programs that will enable each
to provide differentiated services
to major customers with global
mobile wireless telecommunication
needs in the United States and
Japan. Such programs will include
ABBA-W's Worldview program, which
allows large business customers to
receive monthly consolidated
reports covering wireless usage in
relevant territories.
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