Exhibit (b)(2)
AMENDMENT AGREEMENT
relating to
US$ 6,000,000,000
SYNDICATED TERM LOAN FACILITY AGREEMENT
between
NTT COMMUNICATIONS CORPORATION
(as Borrower)
THE DAI-ICHI KANGYO BANK, LIMITED
THE FUJI BANK, LIMITED
(as Joint Arrangers)
THE DAI-ICHI KANGYO BANK, LIMITED
(as Facility Agent)
and
SEVERAL FINANCIAL INSTITUTIONS
(as Lenders)
THIS AGREEMENT is dated 9 August 2000 and made
BETWEEN:
(1) NTT COMMUNICATIONS CORPORATION (the "Borrower");
(2) THE DAI-ICHI KANGYO BANK, LIMITED and THE FUJI BANK, LIMITED as Joint
Arrangers (the "Joint Arrangers");
(3) THE SEVERAL BANKS whose names appear in EXHIBIT A as Lenders (individually
a "Lender" and collectively "Lenders"); and
(4) THE DAI-ICHI KANGYO BANK, LIMITED as facility agent for the Lenders (in
this capacity the "Facility Agent")
in relation to US$ 6,000,000,000 Syndicated Term Loan Facility Agreement (the
"Facility Agreement") dated 12 June 2000 and made between the parties hereto.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
Unless otherwise defined herein, the terms defined in the Facility
Agreement shall have the same respective meanings when used herein.
2. AMENDMENT
2.1 The existing Exhibit A attached to the Facility Agreement shall be deleted
in its entirety and substituted by Exhibit A attached hereto.
2.2 Save to the extent that the Facility Agreement is amended hereby, the
provisions of the Facility Agreement shall continue in full force and
effect.
3. EFFECTIVE DATE
The amendment hereby shall become effective on the date hereof.
4. GOVERNING LAW
This Agreement shall be governed by, and shall be construed in accordance
with, Japanese law.
5. JURISDICTION
Each of the parties hereto agrees that the Tokyo District Court shall have
jurisdiction over any disputes which may arise in connection with this
Agreement.
IN WITNESS whereof, the parties hereto have caused this Agreement to be duly
executed in one original copy hereof on the date first written above and the
Facility Agent shall keep the said original copy.
EXHIBIT A
COMMITMENTS
Name of Lender Commitment
- -------------------------
The Dai-Ichi Kangyo Bank, Limited US$1,733,333,000
The Fuji Bank, Limited US$1,733,333,000
The Industrial Bank of Japan, Limited US$866,666,000
The Sumitomo Bank, Limited US$866,666,000
The Bank of Tokyo-Mitsubishi, Ltd. US$433,334,000
The Sakura Bank, Limited US$433,334,000
The Sanwa Bank, Limited US$433,334,000
- ----------------------------------------------------------
Total Commitments US$ 6,500,000,000
SIGNATORIES
The Borrower NTT COMMUNICATIONS CORPORATION
- ------------
SIGNATORIES
The Facility Agent, a Joint Arranger and a THE DAI-ICHI KANGYO BANK, LIMITED
- ------------------------------------------
Lender
- ------
SIGNATORIES
A Joint Arranger and a Lender THE FUJI BANK, LIMITED
- -----------------------------
SIGNATORIES
A Lender THE INDUSTRIAL BANK OF JAPAN, LIMITED
- -------- -------------------------------------
SIGNATORIES
A Lender THE SUMITOMO BANK, LIMITED
- -------- --------------------------
SIGNATORIES
A Lender THE BANK OF TOKYO-MITSUBISHI, LTD.
- -------- ----------------------------------
SIGNATORIES
A Lender THE SAKURA BANK, LIMITED
- -------- ------------------------
SIGNATORIES
A Lender THE SANWA BANK, LIMITED
- -------- -----------------------