This excerpt taken from the BBY 8-K filed Feb 1, 2010.
Virgin JV Agreement
The Virgin JV Agreement is an agreement dated 31 March 2006 between Bluebottle, Virgin Group Investments Limited (VGIL), Carphone Warehouse, The Carphone Warehouse Limited (CPW Limited), certain management of Virgin Mobile France (Management), Omer Telecom Limited (Omer UK) and Omer Telecom S.A.S., as amended and restated on 24 October 2008 and 10 December 2009 (the Virgin JV Agreement).
The Virgin JV Agreement relates to a joint venture for the establishment and operation of a mobile virtual network operator in France. Under the terms of the Virgin JVAgreement, CPW Limited and Bluebottle each originally held 48.5 per cent. of Omer UK and Management held the remaining three per cent. On 13 June 2008, CPW Limited transferred its entire shareholding in Omer UK to Carphone Warehouse. On 24 October 2008, Management transferred its entire shareholding in Omer UK to Financom S.A.S. On 10 December 2009, Financom S.A.S. subscribed for 709,491 new shares in Omer UK, following which Carphone Warehouse and Bluebottle each hold 47.5 per cent. of Omer UK and Financom S.A.S. holds five per cent. The joint venture business trades under the name Virgin Mobile, through a French branch of Omer UK.
The Virgin JVAgreement contains certain restrictions, pre-emption rights and compulsory triggers relating to transfers of shares in Omer UK by Bluebottle, Carphone Warehouse and Financom S.A.S. and restrictive covenants given by the shareholders including undertakings not to solicit customers, suppliers and employees away from Omer UK.
The Virgin JV Agreement also sets out certain matters which require majority or unanimous shareholder approval.
The Virgin JV Agreement contains non-tax warranties given by Carphone Warehouse and Management in favour of VGIL, Bluebottle and Omer UK and tax indemnities given by Carphone Warehouse in favour of Omer UK, which was a subsidiary of Carphone Warehouse prior to the Virgin JV Agreement.
The cumulative maximum funding commitment from the shareholders of Omer UK envisaged by the Virgin JV Agreement for the period from 1 December 2009 to 30 September 2010 was 162,744,910 in proportion to the parties respective shareholding.
The Virgin JV Agreement is governed by English law. The parties agreed to submit to the dispute resolution procedure set out in the agreement and the forums set out therein (which includes the English courts) to the exclusion of the jurisdiction of any other forum.
As part of the Reorganisation, Carphone Warehouse will transfer its entire shareholding in Omer UK to New Carphone Warehouse and New Carphone Warehouse will assume the rights and obligations of Carphone Warehouse under the Virgin JV Agreement.