-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdnhATPdoehXcUbD8ANaMvRAVcnjr8ZRUvb/KUo46yefFjMPLq4F+UdZqSmohTi8 GioBwurg9+p0C7lx3Hg5AA== 0000903423-98-000195.txt : 19980529 0000903423-98-000195.hdr.sgml : 19980529 ACCESSION NUMBER: 0000903423-98-000195 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980528 SROS: CSX SROS: NYSE SROS: PCX GROUP MEMBERS: DEUTSCHE TELEKOM AG GROUP MEMBERS: FRANCE TELECOM S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41991 FILM NUMBER: 98633134 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: P O BOX 11315 CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: NULL CITY: WESTWOOD STATE: KS ZIP: 66205 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE TELEKOM AG CENTRAL INDEX KEY: 0000946770 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D53113 BONN GERMANY STATE: I8 BUSINESS PHONE: 4922818190 MAIL ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D 53113 BONN GERMANY STATE: I8 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-2 Under the Securities Exchange Act of 1934 (Amendment No. 2) SPRINT CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 852061407 (CUSIP Number) Deutsche Telekom AG, Helmut Reuschenbach, Senior Executive Director, Finance and Treasurer, Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany; Phone (49-228) 181-8000 France Telecom S.A., Pierre Dauvillaire, Group Executive Vice President, Resources 6 place d'Alleray, 75505 Paris Cedex 15, France Phone (33-1) 44-44-84-72 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d- 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Deutsche Telekom AG IRS Identification Number: N/A - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ----------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - ----------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 86,236,036 shares of Class A Common Stock OWNED BY shares of Common Stock (equivalent in voting EACH power to 86,236,036 shares of Common Stock REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 43,118,018 shares of Class A Common Stock (equivalent in voting power to 43,118,018 shares of Common Stock -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,236,036 shares of Class A Common Stock (equivalent in voting power to 86,236,036 shares of Common Stock) - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% of Class A Common Stock. If the Class A Common Stock is converted to Common Stock, approximately 20.0% of the Common Stock. - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON France Telecom S.A. IRS Identification Number: N/A - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ----------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - ----------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 86,236,036 shares of Class A Common Stock OWNED BY shares of Common Stock (equivalent in voting EACH power to 86,236,036 shares of Common Stock REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 43,118,018 shares of Class A Common Stock (equivalent in voting power to 43,118,018 shares of Common Stock -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,236,036 shares of Class A Common Stock (equivalent in voting power to 86,236,036 shares of Common Stock) - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% of Class A Common Stock. If the Class A Common Stock is converted to Common Stock, approximately 20.0% of the Common Stock. - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $2.50 per share (the "Common Stock"), of Sprint Corporation, a Kansas corporation (the "Issuer"), with its principal executive offices located at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205. The Class A Common Stock (as defined in Item 6 of Amendment No. 1 to the Schedule 13D of May 6, 1996 ("Amendment No. 1") which is incorporated herein by reference) acquired by the persons filing this joint statement on April 26, 1996 is convertible into Common Stock. As of May 26, 1998, the rights of the holders of Class A Common Stock are proposed to be altered in the manner described in Item 6 hereof. ITEM 2. IDENTITY AND BACKGROUND The persons listed in numbers 1 and 2 below are persons filing this joint statement. A copy of their written agreement relating to the filing of this joint statement was filed as Exhibit 1 to FT's and DT's Schedule 13D filing of February 12, 1996 (the "Original Schedule 13D Filing") and is incorporated herein by reference. 1. a. Deutsche Telekom AG ("DT") , an Aktiengesellschaft formed under the laws of Germany. b. Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany. c. DT provides telecommunications services and products. d. During the last five years, DT has not been convicted in any criminal proceeding. e. During the last five years, DT has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the directors and executive officers of DT is set forth on Schedule I attached hereto, which Schedule is incorporated herein by reference. Except as set forth on Schedule I, all of the directors and executive officers of DT are citizens of Germany. During the last five years, to the best knowledge of DT, no person named on Schedule I has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 2. a. France Telecom S.A. ("FT"), a societe anonyme formed under the laws of France. b. 6 place d'Alleray, 75505 Paris Cedex 15, France. c. FT provides telecommunications services and products. d. During the last five years, FT has not been convicted in any criminal proceeding. e. During the last five years, FT has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the directors and executive officers of FT is set forth on Schedule II attached hereto, which Schedule is incorporated herein by reference. Except as set forth on Schedule II, all of the directors and executive officers of FT are citizens of France. During the last five years, to the best knowledge of FT, no person named on Schedule II has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial administrative body of competent jurisdiction nor as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Each of FT and DT expects that the funds required to purchase the shares of a newly created class of common stock of the Issuer that FT and DT each have agreed to purchase pursuant to the Master Agreement described in Item 6, subject to the terms and conditions specified therein, will be provided by internally generated funds. The obligations of DT and FT under the Master Agreement to acquire such shares are not conditioned on the ability of FT or DT to obtain financing therefor. ITEM 4. PURPOSE OF THE ACQUISITION DT and FT have entered into the Master Agreement with the Issuer and the transactions contemplated thereby described in Item 6 in order to purchase shares of a newly created class of common stock from the Issuer to maintain their aggregate percentage voting power in the Issuer's capital stock at the current aggregate approximate 20% level following the Transactions described in Item 6. ITEM 5. NTEREST IN SECURITIES OF THE ISSUER 1. Deutsche Telekom AG (a) DT is the beneficial owner of 86,236,036 shares of Class A Common Stock, representing approximately 20.0% of the voting power of the Issuer, calculated on the basis of the 344,303,011 shares of Common Stock and the 86,236,036 shares of Class A Common Stock reported in the Form 10-Q Quarterly Report (the "March 10-Q") filed by the Issuer with the SEC for the quarter ended March 31, 1998, as being outstanding at March 31, 1998. See also Item 6 below. (b) The rights of DT as a holder of shares of Class A Common Stock have been or are proposed to be altered by, and are or are proposed to be subject to, the terms and conditions of the following agreements, documents and instruments, among others, as more fully described in Item 6: i. the Master Restructuring and Investment Agreement, dated as of May 26, 1998, among the Issuer, FT and DT (the "Master Agreement"); ii. the Amended and Restated Registration Rights Agreement to be executed among the Issuer, FT and DT (the "Amended Registration Rights Agreement"); iii. the Amended and Restated Standstill Agreement to be executed among the Issuer, FT and DT (the "Amended Standstill Agreement"); iv. the Top Up Right Agreement, dated as of May 26, 1998, among FT, DT and certain other parties (the "Top Up Right Agreement"); v. the Amended and Restated Stockholders' Agreement to be executed among the Issuer, FT and DT (the "Amended Stockholders' Agreement"); vi. the initial amendments to the Articles of Incorporation of the Issuer (the "Initial Charter Amendments"), subject to approval and adoption at a special meeting of stockholders of the Issuer; vii. subsequent amendments to the Articles of Incorporation of the Issuer (the "Subsequent Charter Amendments", and together with the Initial Charter Amendments, the "Charter Amendments"), subject to approval and adoption at a special meeting of stockholders of the Issuer; and viii. the amendments to the Bylaws of the Issuer (the "Bylaws Amendments"), subject to approval and adoption by the Board of Directors of the Issuer. (c) Except as described herein, there have been no transactions by DT in securities of the Issuer during the past sixty days. (d) No one other than DT is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock owned by DT. (e) Not applicable. 2. France Telecom S.A. (a) FT is the beneficial owner of 86,236,036 shares of Class A Common Stock, representing approximately 20.0% of the voting power of the Issuer, calculated on the basis of the number of shares of Common Stock and Class A Common Stock reported on the March 10Q. See also Item 6 below. (b) The rights of FT as a holder of shares of Class A Common Stock have been or are proposed to be altered by, and are or are proposed to be subject to, the terms and conditions of the following agreements, documents and instruments, among others, as more fully described in Item 6: i. the Master Agreement; ii. the Amended Registration Rights Agreement; iii. the Amended Standstill Agreement; iv. the Top Up Right Agreement; v. the Amended Stockholders' Agreement; vi. the Initial Charter Amendments; vii. the Subsequent Charter Amendments; and viii. the Bylaws Amendments. (c) Except as described herein, there have been no transactions by FT in securities of the Issuer during the past sixty days. (d) No one other than FT is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock owned by FT. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Master Agreement Pursuant to the terms of the Master Agreement, and subject to the terms and conditions contained therein, FT and DT have each agreed to purchase shares of a newly created class of common stock of the Issuer on the occurrence of certain events. The Master Agreement is attached hereto as Exhibit 1 and the description of the Master Agreement is qualified in its entirety by reference to such exhibit. The Master Agreement is designed to enable FT and DT to maintain an aggregate beneficial ownership of approximately 20% of the voting power of the Issuer after the occurrence of certain proposed transactions involving the Issuer (the "Transactions"), including (i) the creation of a new class of common stock of the Issuer (in three series) reflecting the financial performance of the Issuer's wireless businesses (the "PCS Stock"), (ii) an exchange (the "CP Exchange") of Series 2 PCS Stock for certain partnership interests held by certain investors (the "PCS Investors") in the existing wireless businesses of the Issuer, which Series 2 PCS Stock will have one-tenth of the voting power of the other series of PCS Stock; (iii) a proposed initial public offering (the "IPO") of Series 1 PCS Stock by the Issuer; and (iv) a recapitalization (the "Recapitalization") of the Issuer in which all outstanding shares of Common Stock will be exchanged (except as described below in respect of the Class A Common Stock) for shares of PCS Stock and shares a new class of common stock reflecting the financial performance of the Issuer's wireline business (the "FON Stock"). Pursuant to the Master Agreement, FT and DT have agreed to vote, or cause to be voted, their shares of Class A Common Stock in favor of each of the transactions contemplated thereby and not to exercise any disapproval rights in connection therewith. Pursuant to the Master Agreement, FT and DT have agreed to, or have the right to, as the case may be, make the following future acquisitions of shares of capital stock of the Issuer: Purchase of Series 3 PCS Stock at the Primary Closing. A primary closing (the "Primary Closing") will be held on the earlier of the consummation of the IPO or the Recapitalization. On the date of the Primary Closing, each of FT and DT would purchase one-half of the number of shares of Series 3 PCS Stock sufficient for FT and DT, in the aggregate, to acquire beneficial ownership of 25% of the aggregate voting power attributable to the shares of Series 1 PCS Stock, Series 2 PCS Stock and certain PCS Preferred Stock issued to third parties in the transactions being consummated on such date, which will include the CP Exchange. Purchase of Series 3 PCS Stock at the Secondary Closing. In the event that the IPO is not consummated at the Primary Closing, a secondary closing would occur upon the consummation of the IPO (the "Secondary Closing"). On the date of the Secondary Closing, each of FT and DT would purchase one-half of the number of shares of Series 3 PCS Stock sufficient for FT and DT, in the aggregate, to acquire beneficial ownership of 25% of the aggregate voting power attributable to the shares of Series 1 PCS Stock issued to third parties in the IPO and Series 2 PCS Stock issued to the PCS Investors in connection with purchase rights of the PCS Investors triggered by the IPO. Purchase of Series 3 PCS Stock at the Greenshoe Closing. In the event that the underwriters for the IPO exercise an overallotment option in connection with the IPO (the "Greenshoe") after the date of either the Primary Closing or the Secondary Closing, an additional closing will be held (the "Greenshoe Closing") at which each of FT and DT would purchase one-half of the number of shares of Series 3 PCS Stock sufficient for FT and DT, in the aggregate, to acquire beneficial ownership of 25% of the aggregate voting power attributable to the shares of Series 1 PCS Stock issued to third parties in the Greenshoe and Series 2 PCS Stock issued to the PCS Investors in connection with purchase rights of the PCS Investors triggered by the Greenshoe. Additional Purchases of Series 3 PCS Stock. If the Issuer issues additional Series 1 PCS Stock after the Transactions, each of FT and DT will have the right to acquire additional shares of Series 3 PCS Stock at the issuance price for 45 days thereafter or at the higher of the issuance price and the current market price for a two-year period. In the event of a sale by the PCS Investors of Series 2 PCS Shares to a third party, such shares will automatically convert into Series 1 PCS Stock with full voting rights, and each of FT and DT will be entitled to acquire additional shares of PCS Stock from the Issuer to prevent a resulting dilution in their aggregate voting power. Additional Purchases of Series 3 FON Stock. If the Issuer issues additional Series 1 FON Stock after the Transactions, FT and DT will have the right to acquire additional shares of Series 3 FON Stock pursuant to the Amended Stockholders' Agreement, on substantially the same terms as are provided in the existing Stockholders' Agreement. In addition, if additional shares of Series 1 PCS Stock are issued in connection with a sale by the PCS Investors of Series 2 PCS Stock to a third party and in certain other circumstances, FT and DT will have the right to acquire from the Issuer either PCS Stock as described above or a maximum aggregate amount of $300 million of additional shares of Series 3 FON Stock subject to certain conditions. Top Up Right Agreement. Pursuant to the terms of the Top Up Right Agreement, and subject to the terms and conditions contained therein, the PCS Investors have granted FT and DT certain rights to purchase up to 18% of the amount of Series 2 PCS Stock being transferred by the PCS Stock Investors, which transfers would trigger the conversion of such shares of Series 2 PCS Stock (having one-tenth of the votes per share of the Series 1 PCS Stock) into full voting Series 1 PCS Stock pursuant to the Articles of Incorporation of the Issuer. The description of the Top Up Right Agreement contained herein is qualified in its entirety by reference to the Top Up Right Agreement attached hereto as Exhibit 4. Class A Common Stock Pursuant to the terms of the Master Agreement and the other agreements referred to therein, and subject to approval and adoption of the Charter Amendments by the stockholders of the Issuer, the terms of the Class A Common Stock would be altered as described below. Effect of Recapitalization. FT and DT would retain all Class A Common Stock share certificates held by them prior to the Recapitalization. Following the Recapitalization, however, the rights of the remaining outstanding shares of Class A Common Stock, including the right to vote and receive dividends, would be based upon the rights of the underlying Series 3 PCS Stock and Series 3 FON Stock that FT and DT would have received if each such share of Class A Common Stock had been exchanged. No new shares of Class A Common Stock will be issued after the Recapitalization. Voting Rights. The Class A Common Stock, Series 3 PCS Stock and Series 3 FON Stock will vote as a class with respect to the board representation and disapproval rights described in Item 6 of Amendment No. 1. In addition to such rights, it is expected that FT and DT will have the right to appoint at least one member of the Issuer's Capital Stock Committee. Voting Adjustment Provisions. Pursuant to the Charter Amendments (should the Proposed Charter Amendments be approved and adopted by the shareholders of the Issuer), if between the date ten trading days prior to a record date for a dividend payment or for a stockholder vote, Series 2 PCS Stock or Series 2 FON Stock (having one-tenth of the votes per share of the Series 1 PCS Stock or Series 1 FON Stock, respectively) convert into Series 1 PCS Stock or Series 1 FON Stock, respectively, or there occurs an increase in the per share vote of other voting securities of the Issuer upon transfer, the per share vote of the Class A Stock will be increased so that the aggregate percentage voting power of DT and FT will not be diluted as a result of such conversions or increases in voting power until the date following the applicable dividend payment date or stockholder vote. These provisions are designed to afford FT or DT a reasonable period of time to acquire additional shares of capital stock of the Issuer to preserve their aggregate percentage voting power in the Issuer's capital stock. Dispositions. In the event that after the Recapitalization, either FT or DT desires to sell certain of its FON Stock or PCS Stock interests, respectively, represented by shares of Class A Common Stock, the Issuer will reduce such interests in proportion to the number of shares sold without causing an exchange of the outstanding Class A Common Stock certificates. Upon the transfer of such FON Stock or PCS Stock interests, respectively, the acquiror would receive shares of Series 1 FON Stock or Series 1 PCS Stock, as the case may be. The following amendments to existing agreements and constituent documents of the Issuer are contemplated by the Master Agreement: Registration Rights. The Amended Registration Rights Agreement will be amended to provide the PCS Investors certain priorities to register their shares in the event that a limited number of shares can be included in a registration being effected on behalf of the PCS Investors, FT, DT and certain other parties. The description of the Amended Registration Rights Agreement contained herein is qualified in its entirety by reference to the Amended Registration Rights Agreement attached hereto as Exhibit 2. Transfer Restrictions. The transfer restrictions described in Item 6 of Amendment No. 1 will continue to apply to the Class A Common Stock and substantially all the Series 3 PCS Stock acquired by FT and DT pursuant to the Master Agreement, except that, pursuant to the Amended Stockholders' Agreement, such transfer restrictions would not apply to certain shares of PCS Stock acquired by FT and DT pursuant to the Master Agreement and any shares of Series 3 PCS Stock acquired by FT and DT pursuant to the equity purchase rights contained in the Amended Stockholders' Agreement after the date of execution and delivery thereof to maintain the aggregate beneficial ownership of the voting power of the Issuer. The description of the amendment to the transfer restrictions contained herein is qualified in its entirety by reference to the Amended Stockholders' Agreement attached hereto as Exhibit 5. Relative Ownership Ratio. The 60/40 ownership ratio described in Item 6 of Amendment No. 1 would continue to apply to FT and DT's ownership of shares of the Issuer on an aggregate basis. Pursuant to the Amended Stockholders' Agreement, however, an 80/20 ownership ratio will be applied to FT and DT's ownership of each of Series 3 FON Stock and Series 3 PCS Stock. The description of the amendment to the relative ownership ratio contained herein is qualified in its entirety by reference to the Amended Stockholders' Agreement attached hereto as Exhibit 5. Purchases from the Issuer Prior to a Record Date. In the event that the applicable anti-fraud rules prohibit DT and FT from purchasing shares of FON Stock or PCS Stock during the period of ten trading days beginning the ninth trading day before a record date for a dividend payment or stockholder vote, each of DT and FT will have the right, provided that certain conditions are met, to purchase from the Issuer under the Amended Stockholders' Agreement a number of shares that, together with other shares DT and FT then otherwise have the right to purchase under the Amended Stockholders' Agreement, will allow each of DT and FT to maintain a 10% percentage voting power in the Issuer's capital stock. This purchase right will only apply to FT or DT if FT or DT held a percentage voting power in the Issuer's capital stock of at least 10% on the most recent previous record date for a dividend payment or stockholders' vote, and is designed to permit each of DT and FT to purchase sufficient shares of capital stock in order to preserve its percentage voting power in the Issuer's capital stock at 10%. Standstill Restrictions. The standstill restrictions described in Item 6 of Amendment No. 1 would continue to restrict FT and DT's aggregate percentage voting power in the Issuer's capital stock to 20% until July 31, 2010 (and to 30% thereafter), subject to certain exceptions and certain other terms and conditions substantially similar to those contained in the existing Standstill Agreement. Pursuant to the Amended Standstill Agreement, however, FT and DT would be permitted to obtain beneficial ownership of not more than 33% of the voting power of either the FON Stock or the PCS Stock, subject to the 20% (or, after July 31, 2010, 30%) aggregate overall voting power limitation. Subject to the aggregate beneficial ownership limitations contained in the Amended Standstill Agreement, FT and DT would be permitted to make purchases of either FON Stock or PCS Stock in the open market or from third parties (in addition to their rights to make such purchases from the Issuer under the Amended Stockholders' Agreement or from the PCS Investors pursuant to the Top Up Right Agreement or otherwise). The description of the Amended Standstill Agreement contained herein is qualified in its entirety by reference to the Amended Standstill Agreement attached hereto as Exhibit 3. The forms of the proposed Charter Amendments are expected to be made publicly available by the Issuer in connection with the stockholders' meeting to be called to consider approval thereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS All exhibits to this Amendment No. 2 to the Schedule 13D are incorporated by reference to the Original Schedule 13D Filing filed on behalf of DT and FT on February 12, 1996 and the Amendment No. 1 to the Schedule 13D filed on behalf of DT and FT on May 6, 1996. Exhibit 1 Master Restructuring and Investment Agreement, dated as of May 26, 1998, among Sprint Corporation, France Telecom S.A. and Deutsche Telekom AG. Exhibit 2 Form of Amended and Restated Registration Rights Agreement among Sprint Corporation, France Telecom S.A. and Deutsche Telekom AG. Exhibit 3 Form of Amended and Restated Standstill Agreement among Sprint Corporation, France Telecom S.A. and Deutsche Telekom AG. Exhibit 4 Top Up Right Agreement, dated as of May 26, 1998, among France Telecom S.A., Deutsche Telekom AG, Tele-Communications, Inc., Comcast Corporation and Cox Communications, Inc. Exhibit 5 Form of Amended and Restated Stockholders' Agreement among Sprint Corporation, France Telecom S.A. and Deutsche Telekom AG. After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: May 28, 1998 DEUTSCHE TELEKOM AG By: /s/ Helmut Reuschenbach ------------------------------- Name: Helmut Reuschenbach Title: Senior Executive Director After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: May 28, 1998 FRANCE TELECOM S.A. By: /s/ Thierry Girard ------------------------------- Name: Thierry Girard Title: Senior Vice President Schedule I Directors and Executive Officers of Deutsche Telekom AG I. The Board of Management Dr. Ron Sommer Chairman Deutsche Telekom AG Postfach 20 00 53105 Bonn Detlef Buchal Deutsche Telekom AG Postfach 20 00 53105 Bonn Dr. Hagen Hultzsch Deutsche Telekom AG Postfach 20 00 53105 Bonn Dr. Heinz Klinkhammer Deutsche Telekom AG Postfach 20 00 53105 Bonn Dr. Joachim Kroske Deutsche Telekom AG Postfach 20 00 53105 Bonn Dipl. Ing. Gerd Tenzer Deutsche Telekom AG Postfach 20 00 53105 Bonn
II. Supervisory Board Reinhard Ahrensmeier Parlamentarischer Staatssekretar Chairman of the Central Works Council and Rainer Funke, MdB Works Council at the Head Office of Member of the German Bundestag, DeTeSystem and Deutsche Telekom Parliamentary State Secretary Immobilien und Service GmbH Federal Ministry of Justice Kaiser-Wilhelm-Ring 4-6 Heinemannstr. 6 48145 Munster 53175 Bonn Veronika Altmeyer Prof. Dr. Peter Glotz Member of the Central Executive President of Erfurt University Committee of the Deutsche Kramerbrucke 9 Postgewerkschaft trade union 99084 Erfurt Postfach 71 02 38 53113 Bonn 60525 Frankfurt/M. Gert Becker Dr. Dr. h.c. Klaus Gotte Former Chairman of the Board of Chairman of the Supervisory Board Management of Degussa AG of MAN AG 60287 Frankfurt/M. Ungerer Str. 69 80805 Munchen Helmut Dettmer Dr. sc. techn. Dieter Hundt Vice Chairman of the Central Works Council Managing Partner of Allgaier Werke GmbH & at Deutsche Telekon AG Co. KG, President of the National Union of Friedrich-Ebert-Allee 140 German Employer Associations 53113 Bonn Postfach 40 73062 Ubingen Josef Falbisoner Dipl. Ing. Franz-Josef Klare Chairman of the Deutsche Postgewerkschaft Chairman of the Deutsche Postgewerkschaft trade union, Southern Bavaria District trade union, Munster District Schwanthaler Str. 64 Lortzingstr. 13 80336 Munich 48145 Munster Bundesminster a. D. Prof. Dr. Helmut Sihler Dr. Ing Paul Kruger, MdB Member of Shareholders' Committee of Member of the German Bundestag, Vice- Henkel KGaA Chairman of the CDU/CSU Henkelstr. 67 parliamentary group 40191 Dusseldorf 53113 Bonn Dr. h.c. Andre Leysen Dr. Jurgen Stark Chairman of the Supervisory Board State Secretary of AGFA-GEVAERT N.V. Federal Ministry of Finance Septe Straat 27 Graurheindorfer Str. 108 B-2640 Mortsel 53117 Bonn Michael Loffler Ursula Steinke Chairman of the Works Council at Deutsche Chairwoman of the Works Council at Deutsche Telekom AG's Branch Office in Leipzig Telekom's Northern District Strategic Grimmaische Steinweg 9 Computer Center 04103 Leipzig Bunsenstr. 29 24145 Kiel Maud Pagel Prof. Dr. h.c. Dieter Stolte Member of the Central Works Council Director General of the Zweites Deutsches at Deutsche Telekom AG Fernsehen broadcasting organization Friedrich-Ebert-Allee 140 Postfach 40 40 53113 Bonn 55100 Mainz Wolfgang Schmitt Wilhelm Wegner Head of Deutsche Telekom AG's Regional Chairman of the the Central Works Council at Directorate in Freiburg i.B. Deutsche Telekom AG Berliner Allee 1 Friedrich-Ebert-Allee 140 79114 Freiburg im Breisgau 53113 Bonn Schedule II Directors and Executive Officers of France Telecom S.A. I. Board of Directors Mr. Christophe AGUITON Mr. Pascal COLOMBANI France Telecom Ministere de l'Education Nationale de la 6 place d'Alleray Recherche et de la Technologie 75505 Paris Cedex 15 110 rue Grenelle France 75007 Paris France Mr. Jean-Paul BECHAT Mr. Jean-Francois DAVOUST President Directeur General de SNECMA France Telecom 2 Boulevard General Martial Valin 6 place d'Alleray 75015 Paris 75505 Paris Cedex 15 France France Mr. Christophe BLANCHARD-DIGNAC Mr. Jean-Pierre DELEZENNE Directeur du Budget France Telecom Ministere de l'Economic, 6 place d'Alleray des Finances et de l'Industrie 75505 Paris Cedex 15 Direction du Budget France 139 rue de Bercy 75572 Paris Cedex 12 France Mr. Michel BON Mr. Yannick d'ESCATHA President de France Telecom President du Conseil d'Administration du France Telecom Commissariat a l'Energie Atomique 6 place d'Alleray 31-33 rue de la Federation 75505 Paris Cedex 15 75752 Paris Cedex 15 France France Mr. Francis BRUN-BUISSON Mr. Jean-Claude DESRAYAUD Chef du Service Juridique et Technique de France Telecom l'Information et de la Communication du 6 place d'Alleray Premier Ministre 75505 Paris Cedex 15 69 rue de Varenne France 75007 Paris France Mr. Raymond DURAND Mr. Didier LOMBARD France Telecom Directeur General des Strategies Industrielles 6 place d'Alleray au Secretariat d'Etat a l'Industrie 75505 Paris Cedex 15 Ministere de l'Economic, des Finances et de France l'Industrie 139 rue de Bercy 75572 Paris Cedex 12 France Mr. Pierre GADONNEIX Mr. Simon NORA President du Gaz de France Inspecteur General des Finances 23 rue Philibert Delorme 75017 Paris France Ms. Nadine GRANDMOUGIN Mr. Pierre PUECH France Telecom France Telecom 6 place d'Alleray 6 place D'Alleray 75505 Paris Cedex 15 75505 Paris Cedex 15 France France Mr. Francois GRAPPOTTE Mr. Jean SIMONIN President Directeur General de LEGRAND Directeur de l'Agence Residentiels de 128 avenue du Marechal de Lattre de Tassigny Toulouse 87045 Limoges Cedex 108 rue de la Peripole France BP 5856 31506 Toulouse Cedex France Mr. Nicolas JACHIET Dr. Ron SOMMER* Chef du Service des Financements et des Chairman Participations Deutsche Telekom AG Minstere de l'Economie, des Finances et de Postfach 20 00 l'Industrie 53105 Bonn 139 rue de Bercy Germany 75572 Paris Cedex 12 France *A citizen of Germany Mr. Jacques de LAROSIERE Inspecteur General des Finances II. Executive Officers Mr. Michel BON Mr. Jean-Yves GOUIFFES Chairman and CEO Network Division France Telecom France Telecom 6 Place d'Alleray 6 Place d'Alleray 75505 Paris Cedex 15 75505 Paris Cedex 15 France France Mr. Jacques BURILLON Mr. Gerard MOINE General Secretary Public Affairs France Telecom France Telecom 6 Place d'Alleray 6 Place d'Alleray 75505 Paris Cedex 15 75505 Paris Cedex 15 France France Mr. Jacques CHAMPEAUX Mrs. Marie-Claude PEYRACHE Large Business Division Corporate Communications France Telecom France Telecom 6 Place d'Alleray 6 Place d'Alleray 75505 Paris Cedex 15 75505 Paris Cedex 15 France France Mr. Jean-Jacques DAMLAMIAN Mr. Jean-Francois PONTAL Development Division Residential Small Business Division France Telecom France Telecom 6 Place d'Alleray 6 Place d'Alleray 75505 Paris Cedex 15 75505 Paris Cedex 15 France France Mr. Pierre DAUVILLAIRE Finance Division France Telecom 6 Place d'Alleray 75505 Paris Cedex 15 France
EX-99.1 2 Exhibit 1 - ----------------------------------------------------------------- MASTER RESTRUCTURING AND INVESTMENT AGREEMENT Among SPRINT CORPORATION, FRANCE TELECOM S.A. and DEUTSCHE TELEKOM AG Dated as of May 26, 1998 - ----------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I CLOSINGS; PURCHASE AND SALE OF SHARES..................1 Section 1.1. The Primary Closing......................1 Section 1.2. The Secondary Closing....................3 Section 1.3. The Greenshoe Closing....................4 Section 1.4. Purchase and Sale of Shares at the Primary Closing......................5 Section 1.5. Purchase and Sale of Shares at the Secondary and Greenshoe Closings.....6 Section 1.6. Antidilution.............................6 Section 1.7. Reduction of Purchased Shares............7 Section 1.8. Effect of Conversion.....................7 Section 1.9. Relationship of Purchases Under this Agreement to CP Top Ups.............7 Section 1.10. Effect on Stockholders' Agreement........7 ARTICLE II CONDITIONS TO CLOSINGS.................................7 Section 2.1. Conditions of All Parties to Primary Closing..........................8 Section 2.2. Sprint's Conditions Precedent to the Primary Closing......................9 Section 2.3. Conditions Precedent to the Primary Closing for FT and DT...........10 Section 2.4. Conditions Precedent to Secondary and Greenshoe Closings During the Anticipated IPO Period.......12 Section 2.5. Conditions Precedent to Secondary and Greenshoe Closings After the Anticipated IPO Period..................14 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SPRINT.............16 Section 3.1. Organization, Qualification, Etc........16 Section 3.2. Capital Stock and Other Matters.........16 Section 3.3. Validity of Shares......................16 Section 3.4. Corporate Authority; No Violation...............................17 Section 3.5. No Conflict; No Default.................18 Section 3.6. Sprint Reports and Financial Statements..............................18 Section 3.7. Absence of Certain Changes or Events...............................19 Section 3.8. Litigation..............................19 Section 3.9. Proxy Statement; Other Information.............................20 Section 3.10. Certain Tax Matters.....................20 Section 3.11. Amendments to the Rights Agreement........................20 -i- Section 3.12. Other Registration Rights...............21 Section 3.13. Takeover Statutes.......................21 Section 3.14. Vote Required; Board Recommendation..........................22 Section 3.15. Sprint Board Action.....................22 Section 3.16. King & Spalding Opinion.................22 Section 3.17. PCS Restructuring Agreement.............22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYERS............................................22 Section 4.1. Representations and Warranties of FT....22 Section 4.2. Representations and Warranties of DT....25 ARTICLE V COVENANTS.............................................27 Section 5.1. Cooperation.............................27 Section 5.2. Certain Actions by Sprint...............29 Section 5.3. IPO Matters.............................31 Section 5.4. Tax Matters.............................31 Section 5.5. Brokers or Finders......................31 Section 5.6. No Action Relating to Takeover Statutes; Applicability of Future Statutes and Regulations.............................32 Section 5.7. Management and Allocation Policies......32 Section 5.8. Sprint Action...........................32 Section 5.9. Standstill Agreement....................32 ARTICLE VI TERMINATION; ABANDONMENT..............................33 Section 6.1. Events of Termination...................33 Section 6.2. Effect of Termination...................34 Section 6.3. Reimbursement of Expenses...............34 Section 6.4. Abandonment of Purchase and Sale of Capital Stock at Primary Closing......................34 Section 6.5. Abandonment of Secondary Closing and Greenshoe Closing...........35 ARTICLE VII MISCELLANEOUS.......................................36 Section 7.1. Survival of Representations and Warranties..........................36 Section 7.2. Assignment..............................37 Section 7.3. Entire Agreement........................37 Section 7.4. Expenses................................38 Section 7.5. Waiver, Amendment, Etc..................38 Section 7.6. Binding Agreement; No Third Party Beneficiaries.....................38 -ii- Section 7.7. Notices.................................38 Section 7.8. Governing Law; Dispute Resolution; Equitable Relief........................40 Section 7.9. Severability............................41 Section 7.10. Translation.............................41 Section 7.11. Table of Contents; Headings; Counterparts............................42 Section 7.12. Waiver of Immunity......................42 Section 7.13. Continuing Director Approval............42 Section 7.15. Currency................................43 ARTICLE VIII DEFINITIONS........................................43 Section 8.1 Certain Definitions.....................43 -iii- MASTER RESTRUCTURING AND INVESTMENT AGREEMENT MASTER RESTRUCTURING AND INVESTMENT AGREEMENT, dated as of May 26, 1998 (the "Agreement"), among Sprint Corporation, a corporation organized under the laws of Kansas ("Sprint"); France Telecom S.A., a societe anonyme formed under the laws of France ("FT"); and Deutsche Telekom AG, an Aktiengesellschaft formed under the laws of Germany ("DT" and, with FT, the "Buyers"). RECITALS -------- WHEREAS, Sprint, FT and DT entered into an Investment Agreement dated as of July 31, 1995, as amended (the "Original Investment Agreement"), pursuant to which the Buyers purchased shares of capital stock of Sprint; WHEREAS, concurrently with the execution and delivery of this Agreement, Sprint is entering into the PCS Restructuring Agreement, which provides for, among other things, (i) the CP Exchange, (ii) the IPO and (iii) the Recapitalization (capitalized terms used herein but not previously defined have the meanings set forth in Article VIII of this Agreement); and WHEREAS, in connection with the transactions contemplated herein and in the PCS Restructuring Agreement, Sprint and the Buyers desire to make certain changes to various existing agreements among the Buyers and Sprint, and the Buyers desire to purchase certain shares of capital stock from Sprint, all in accordance with the terms and conditions hereof. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, each of FT, DT and Sprint (each a "Party" and collectively the "Parties") agrees as follows: ARTICLE I CLOSINGS; PURCHASE AND SALE OF SHARES ------------------------------------- Section 1.1. The Primary Closing. The Primary Closing shall take place at the offices of King & Spalding, 1185 Avenue of the Americas, New York, New York, at 10:00 a.m. (local time at the place of the Primary Closing) on the date of the consummation of the earlier to occur of the IPO or the Recapitalization, as the case may be, or at such other location or on such other date or time as the Parties hereto shall agree. On the Primary Closing Date, (i) the CP Closing will occur, (ii) either the IPO or the Recapitalization will be consummated, (iii) if the conditions to Primary Closing specified in Sections 2.1(b) and 2.3(b) are satisfied or waived prior to the Primary Closing, the purchase and sale of shares of capital stock of Sprint contemplated by Section 1.4 shall be consummated, and (iv) the Parties will take the following actions: (a) The Initial Charter Amendment and (if the Recapitalization is to occur on the Primary Closing Date) the Subsequent Charter Amendment shall be filed with the Kansas Governmental Authorities. (b) Sprint shall deliver to each of FT and DT a copy of the Bylaw Amendment and the resolutions adopted by Sprint's Board of Directors in connection with the transactions contemplated by this Agreement, certified by the Secretary or an Assistant Secretary of Sprint. (c) Sprint and the Buyers shall deliver to each other a certificate to the effect that the representations and warranties of such Party are accurate in all material respects on the Primary Closing Date with the same effect as if made on the Primary Closing Date (except that any such statements which are expressly made as of a particular date shall have been accurate as of such particular date and except to the extent contemplated or permitted by this Agreement or the PCS Restructuring Agreement). (d) Sprint and the Buyers shall deliver to each other a certificate that the covenants and agreements contained herein that are required to be performed by such Party on or prior to the Primary Closing have been performed in all material respects. (e) if the conditions to the Primary Closing specified in Sections 2.1(b) and 2.3(b) are satisfied or waived prior to the Primary Closing, certificates representing the shares of Series 3 PCS Stock to be issued to FT at the Primary Closing shall be delivered by Sprint to FT. (f) if the conditions to the Primary Closing specified in Sections 2.1(b) and 2.3(b) are satisfied or waived prior to the Primary Closing, certificates representing the shares of Series 3 PCS Stock to be issued to DT at the Primary Closing shall be delivered by Sprint to DT. (g) if the conditions to the Primary Closing specified in Sections 2.1(b) and 2.3(b) are satisfied or waived prior to the Primary Closing, cash (or, if the IPO does not occur on the Primary Closing Date, Top Up Notes or a combination of cash and Top Up Notes) in the amount of one-half of the purchase price for the shares of Series 3 PCS Stock being purchased by FT and DT on the Primary Closing Date shall be delivered by each of FT and DT, such cash (if applicable) to be delivered by wire transfer of immediately available funds to an account designated by Sprint to FT and DT at least five Business Days prior to the Primary Closing Date. (h) The Amended and Restated Stockholders' Agreement, in form reasonably satisfactory to each of the Parties shall be executed and delivered by each Party in the English and French languages. (i) The Amended and Restated Registration Rights Agreement, in form reasonably satisfactory to each of the Parties, shall be executed and delivered by each Party in the English and French languages. -2- (j) The Amended and Restated Standstill Agreement, in form reasonably satisfactory to each of the Parties, shall be executed and delivered by each Party in the English and French languages. (k) The Amended and Restated DT Investor Confidentiality Agreement, in form reasonably satisfactory to each of the Parties, shall be executed and delivered by DT and Sprint in the English language. (l) The Amended and Restated FT Investor Confidentiality Agreement, in form reasonably satisfactory to each of the Parties, shall be executed and delivered by FT and Sprint in the English and French languages. All of the actions contemplated to occur at the Primary Closing shall be deemed to have occurred simultaneously, and none of such actions shall be effective unless all of such actions have occurred or are waived by the necessary Parties. Notwithstanding anything to the contrary in this Agreement, (i) the failure of any of the conditions set forth in Sections 2.1(b) or 2.3(b) to be satisfied or waived prior to or at the Primary Closing shall not affect the Buyers' obligations under Article V to vote (or cause to be voted) the shares of capital stock of Sprint they own (directly or indirectly) in favor of the Initial Charter Amendment, the Subsequent Charter Amendment, this Agreement, the Amended Other Agreements, the PCS Restructuring Agreement and the transactions contemplated hereby and thereby and any other matters related thereto presented for a vote at the Stockholders Meeting (including any class vote of the Class A Holders required thereat or in connection therewith), and their agreement not to exercise any disapproval rights which they may have under the Articles or otherwise with respect to any such matters, (ii) the failure of any of the conditions set forth in Sections 2.1(b) or 2.3(b) to be satisfied or waived prior to or at the Primary Closing shall not affect the Parties' obligations to proceed with all of the transactions and deliveries contemplated to be undertaken at the Primary Closing (other than the purchase and sale by the Buyers of the capital stock of Sprint), and such transactions and deliveries in fact shall proceed if all of the other conditions to the Primary Closing have been satisfied or waived, and (iii) if the conditions to the purchase and sale of the capital stock of Sprint at the Primary Closing are not satisfied or waived prior to or at the Primary Closing, unless this Agreement is otherwise terminated in accordance with its terms, the purchase and sale by the Buyers of the capital stock of Sprint contemplated to be purchased at the Primary Closing shall occur on the fifth Business Day (unless the Parties otherwise agree) following the satisfaction of all such conditions to the purchase and sale of such capital stock. Section 1.2. The Secondary Closing. If Sprint determines to proceed with the IPO after the Primary Closing Date, the Secondary Closing shall take place at the offices of King & Spalding, 1185 Avenue of the Americas, New York, New York, at 10:00 a.m. (local time at the place of the Secondary Closing) on the date determined by Sprint in accordance with Section 5.2(d) or at such other location or on such other date or time as Sprint may determine. At the Secondary Closing, (i) the IPO will be consummated, and (ii) if the conditions to the Secondary Closing specified in Section 2.4 or 2.5, as applicable, are satisfied or waived prior to the Secondary Closing, the purchase -3- and sale of shares of capital stock of Sprint contemplated by Section 1.5 to occur at the Secondary Closing shall be consummated, and the Parties will take the following actions: (a) Sprint shall deliver to the Buyers the certificate contemplated by Section 2.4(b)(iv), and the Buyers shall deliver to Sprint the certificates contemplated by Section 2.4(c)(iii). (b) Certificates representing the shares of Series 3 PCS Stock to be issued to FT at the Secondary Closing shall be delivered by Sprint to FT. (c) Certificates representing the shares of Series 3 PCS Stock to be issued to DT at the Secondary Closing shall be delivered by Sprint to DT. (d) Cash in the amount of one-half of the purchase price for such shares of Series 3 PCS Stock being purchased shall be delivered by each of FT and DT, such cash to be delivered by wire transfer of immediately available funds to an account designated by Sprint to FT and DT at least five Business Days prior to the Secondary Closing Date. All of the actions contemplated to occur at the Secondary Closing shall be deemed to have occurred simultaneously, and none of such actions shall be effective unless all of such actions have occurred or are waived by the necessary Parties. Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Section 6.5, if the conditions to the purchase and sale of the capital stock of Sprint at the Secondary Closing are not satisfied or waived prior to or at the Secondary Closing the purchase and sale by the Buyers of the capital stock of Sprint contemplated to be purchased at the Secondary Closing shall occur on the fifth Business Day (unless the Parties otherwise agree) following the satisfaction of all such conditions to the purchase and sale of the capital stock. Section 1.3. The Greenshoe Closing. If the underwriters for the IPO exercise an over-allotment option in connection with the IPO (the "Greenshoe") after either the Primary Closing Date or the Secondary Closing Date, the Greenshoe Closing shall take place at the offices of King & Spalding, 1185 Avenue of the Americas, New York, New York, at 10:00 a.m. (local time at the place of the Greenshoe Closing) on the date determined by Sprint in accordance with the terms of any underwriting agreement entered into by Sprint in connection with the IPO or at such other location or on such other date or time as Sprint may determine. At the Greenshoe Closing, (i) the over-allotment option granted to the underwriters will be consummated, and (ii) if the conditions to the Greenshoe Closing specified in Section 2.4 or 2.5, as applicable, are satisfied or waived prior to the Greenshoe Closing, the purchase and sale of shares of capital stock of Sprint contemplated by Section 1.5 to occur at the Greenshoe Closing shall be consummated, and the Parties will take the following actions: -4- (a) Sprint shall deliver to the Buyers the certificate contemplated by Section 2.4(b)(iii), and the Buyers shall deliver to Sprint the certificates contemplated by Section 2.4(c)(iii). (b) Certificates representing the shares of Series 3 PCS Stock to be issued to FT at the Greenshoe Closing shall be delivered by Sprint to FT. (c) Certificates representing the shares of Series 3 PCS Stock to be issued to DT at the Greenshoe Closing shall be delivered by Sprint to DT. (d) Cash in the amount of one-half of the purchase price for such shares of Series 3 PCS Stock being purchased shall be delivered by each of FT and DT, such cash to be delivered by wire transfer of immediately available funds to an account designated by Sprint to FT and DT at least five Business Days prior to the Greenshoe Closing Date. All of the actions contemplated to occur at the Greenshoe Closing shall be deemed to have occurred simultaneously, and none of such actions shall be effective unless all of such actions have occurred or are waived by the necessary Parties. Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Section 6.5, if the conditions to the purchase and sale of the capital stock of Sprint at the Greenshoe Closing are not satisfied or waived prior to or at the Greenshoe Closing the purchase and sale by the Buyers of the capital stock of Sprint contemplated to be purchased at the Greenshoe Closing shall occur on the fifth Business Day (unless the Parties otherwise agree) following the satisfaction of all such conditions to the purchase and sale of the capital stock. Section 1.4. Purchase and Sale of Shares at the Primary Closing. Upon the terms and subject to the conditions of this Agreement, Sprint shall issue, sell and deliver to each of FT and DT, and each of FT and DT, severally and not jointly, shall purchase and accept, shares of Series 3 PCS Stock at the Primary Closing as set forth below in this Section 1.4: (a) Subject to Sections 1.6, 1.7, 1.8 and 1.9, FT and DT shall purchase that number of whole shares (rounded up to the nearest whole share) of Series 3 PCS Stock sufficient for FT and DT to have acquired Beneficial Ownership, in the aggregate, equal to 25% of the aggregate Voting Power attributable to the shares of Series 1 PCS Stock, Series 2 PCS Stock and PCS Preferred Stock issued in the CP Exchange, the IPO (if the IPO occurs on the Primary Closing Date), the CP/IPO Top Up Purchase (if the IPO occurs on the Primary Closing Date), the PCS Preferred Issuance, and the CP/FT-DT Top Up Purchase to be effected at the Primary Closing. Such shares shall be purchased at the applicable price specified below in this Section 1.4(a) and determined at the date of the Primary Closing as follows: -5- (i) if Sprint elects to complete the IPO on the Primary Closing Date, the purchase price per share of such shares of Series 3 PCS Stock shall be the IPO Price net of any underwriting discounts in connection with the IPO, which purchase price shall be paid in cash in immediately available funds. (ii) if Sprint elects to complete the Recapitalization on the Primary Closing Date and prior to the IPO, then the purchase price per share of such shares of Series 3 PCS Stock shall be an amount equal to the Volume Weighted Trading Average of the Series 1 PCS Stock for the period of 20 consecutive Trading Days following the commencement of regular way trading in connection with the Recapitalization, which purchase price shall be paid by the issuance to Sprint by FT and DT of Top Up Notes or a combination of cash and Top Up Notes. (b) Each of FT and DT agrees to purchase one-half of the shares of Series 3 PCS Stock to be purchased pursuant to Section 1.4(a). The purchase of shares of capital stock by FT and DT pursuant to this Section 1.4 shall be consummated concurrently, and no purchase of shares by FT or DT pursuant to this Section 1.4 shall be made unless and until the concurrent purchase by the other Party is so effected. Section 1.5. Purchase and Sale of Shares at the Secondary and Greenshoe Closings. Upon the terms and subject to the conditions of this Agreement, if the Secondary Closing or the Greenshoe Closing occurs, subject to Sections 1.6, 1.7, 1.8 and 1.9, Sprint shall issue, sell and deliver to each of FT and DT, and each of FT and DT, severally and not jointly, shall purchase and accept, at the Secondary Closing or the Greenshoe Closing, as the case may be, that number of whole shares (rounded up to the nearest whole share) of Series 3 PCS Stock sufficient for FT and DT to have acquired Beneficial Ownership, in the aggregate, equal to 25% of the aggregate Voting Power attributable to the shares of Series 1 PCS Stock and Series 2 PCS Stock issued (i) in the case of the Secondary Closing, in the IPO (if the IPO occurs on the Secondary Closing Date), the CP/IPO Top Up Purchase (if the IPO occurs on the Secondary Closing Date), and the CP/FT-DT Top Up Purchase to be effected at the Secondary Closing, and (ii) in the case of the Greenshoe Closing, in the Greenshoe, the CP/Greenshoe Top Up Purchase and the CP/FT-DT Top Up Purchase to be effected at the Greenshoe Closing. Such shares shall be purchased at the IPO Price net of any underwriting discounts in connection with the IPO. Each of FT and DT agrees to purchase one-half of the shares of Series 3 PCS Stock to be purchased pursuant to this Section 1.5. The purchase of shares of capital stock by FT and DT pursuant to this Section 1.5 shall be consummated concurrently, and no purchase of shares by FT or DT pursuant to this Section 1.5 shall be made unless and until the concurrent purchase by the other Party is so effected. Section 1.6. Antidilution. The number of shares of Series 3 PCS Stock to be purchased by the Buyers hereunder and the purchase price therefor shall be adjusted to reflect any stock split, subdivision, stock dividend, or other reclassification, consolidation or a combination of the Voting Securities of Sprint or similar action or transaction after the date hereof, provided that no adjustment shall be made under this Section 1.6 in respect of the Recapitalization. -6- Section 1.7. Reduction of Purchased Shares. At any Applicable Closing, the number of shares of Series 3 PCS Stock to be purchased by FT and DT hereunder shall be reduced by the minimum number of shares, if any, necessary so that, following such Applicable Closing, FT and DT and their respective Affiliates shall Beneficially Own in the aggregate (rounded up to the nearest whole share) 20% of the sum of (a) the aggregate number of Votes of Sprint outstanding at that time (giving effect to any other issuances of Voting Securities of Sprint to take place concurrently with such Applicable Closing) and (b) the aggregate number of Votes represented by the Voting Securities of Sprint which FT and DT and their respective Affiliates have committed to purchase from Sprint (but not including any Voting Securities of Sprint to be purchased by FT and DT under this Agreement, other than Voting Securities which have been purchased prior to the Applicable Closing or which will be purchased at such Applicable Closing). Any reduction in shares pursuant to this Section 1.7 shall be borne one-half by each of FT and DT. Section 1.8. Effect of Conversion. If after the date hereof all outstanding shares of Class A Stock shall have been converted into Non-Class A Common Stock pursuant to the Class A Provisions, each share of Series 3 PCS Stock to have been issued by Sprint pursuant to this Agreement shall instead be issued as one duly issued, fully paid and nonassessable share of Series 1 PCS Stock. Section 1.9. Relationship of Purchases Under this Agreement to CP Top Ups. In connection with the exercise by FT and DT of their rights under this Agreement to purchase shares of capital stock of Sprint at each Applicable Closing, Sprint shall use its reasonable efforts to coordinate the exercise of purchase rights by the Cable Partners and FT and DT to avoid a series of successive exercises of purchase rights triggered by a single issuance. Section 1.10. Effect on Stockholders' Agreement. To the extent FT and DT purchase shares of Sprint capital stock pursuant to this Agreement in respect of the CP Exchange, the IPO, the Greenshoe, the CP/FT-DT Top Up, the CP/IPO Top Up, the CP/Greenshoe Top Up and/or the issuance of the PCS Preferred Stock, such purchase shall be in lieu of the Equity Purchase Rights which FT and DT otherwise would have had under the Stockholders' Agreement and the Amended and Restated Stockholders' Agreement as a result of such events, and no such Equity Purchase Rights as a result of such events may be exercised under such documents with respect to the transactions contemplated by this Agreement except to the extent that FT and DT do not purchase shares of capital stock in respect of such events because this Agreement is terminated or the Secondary Closing or Greenshoe Closing is abandoned. ARTICLE II CONDITIONS TO CLOSINGS ---------------------- -7- Section 2.1. Conditions of All Parties to Primary Closing. (a) The respective obligations of each Party to consummate the transactions contemplated by this Agreement to occur at the Primary Closing (other than the purchase and sale of the capital stock of Sprint to be acquired by FT and DT hereunder) are subject to the fulfillment at or prior to the Primary Closing Date of each of the following conditions, any or all of which may be waived in whole or in part by the Party being benefitted thereby, to the extent permitted by applicable Law: (i) The matters presented for a vote of the stockholders of Sprint at the Stockholders Meeting as contemplated by Section 5.2(b) shall have been duly approved by the requisite holders of capital stock of Sprint in accordance with applicable Law and the Articles and Bylaws of Sprint. (ii) The CP Closing shall be consummated simultaneously with the Primary Closing. (iii) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect that enjoins the actions to be effected at the Primary Closing under clauses (a) and (b) and (h) through (m) only of Section 1.1 of this Agreement or the transactions contemplated by the PCS Restructuring Agreement. (iv) The IPO or the Recapitalization (whichever Sprint has elected to complete concurrently with the CP Exchange on the Primary Closing Date) shall be consummated simultaneously with the Primary Closing. (v) The Initial Charter Amendment and (if the Recapitalization is to occur concurrently with the CP Exchange) the Subsequent Charter Amendment shall have been filed with the Kansas Secretary of State. (b) The respective obligations of each Party to consummate the purchase and sale of the capital stock of Sprint to be purchased by FT and DT hereunder at the Primary Closing are subject to the fulfillment at or prior to the Primary Closing Date of each of the conditions specified in Section 2.1(a) and each of the following additional conditions, any or all of which may be waived in whole or in part by the Party being benefitted thereby, to the extent permitted by applicable Law: (i) All consents, if any, required from the Federal Communications Commission in order to permit the purchase and sale of the shares of capital stock of Sprint to be purchased by FT and DT at the Primary Closing shall have been granted, -8- in each case without any material limitation, restriction, requirement or condition on Sprint, FT or DT. (ii) FT shall have received all approvals, if any, of the French minister in charge of economic affairs and finance (ministre charge de l'economie et des finances) and all approvals, if any, of the French minister in charge of posts and telecommunications (ministre charge des postes et des telecommunications) required in order to permit the purchase and sale of the shares of capital stock of Sprint to be purchased by FT and DT at the Primary Closing. (iii) DT shall have received all approvals, if any, of the Bundeskartellamt required in order to permit the purchase and sale of the shares of capital stock of Sprint to be purchased by FT and DT at the Primary Closing. (iv) All other material Governmental Approvals, if any, required in order to permit the purchase and sale of the shares of capital stock of Sprint to be purchased by FT and DT at the Primary Closing shall have been received. (v) No Change of Control shall have occurred. Section 2.2. Sprint's Conditions Precedent to the Primary Closing. The obligations of Sprint to effect the transactions contemplated by this Agreement to occur at the Primary Closing (including the purchase and sale of the capital stock of Sprint to be acquired by FT and DT hereunder at the Primary Closing) are subject to the satisfaction, on or prior to the Primary Closing Date, of each of the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by Sprint: (a) The representations and warranties of each of FT and DT contained in this Agreement shall be accurate in all material respects on the Primary Closing Date with the same effect as if made on the Primary Closing Date (except that any such statements which are expressly made as of a particular date shall have been accurate as of such particular date and except to the extent contemplated or permitted by this Agreement or the PCS Restructuring Agreement). At the Primary Closing, Sprint shall be provided with a certificate to such effect from each of FT and DT, signed by a duly authorized officer thereof. (b) All covenants and agreements of each of FT and DT contained in this Agreement and required to be performed on or prior to the Primary Closing Date shall have been performed in all material respects on or prior to the Primary Closing. At the Primary Closing, Sprint shall be provided with a certificate to such effect from each of FT and DT, signed by a duly authorized officer thereof. -9- (c) There shall not have occurred any change in applicable Law or any change in facts beyond Sprint's reasonable control, in either case occurring after the date hereof, that would prevent King & Spalding from reaffirming to Sprint on the Primary Closing Date its opinion described in Section 3.7. For purposes of this Section 2.2(c), Law also includes any Revenue Ruling, proposed regulations or official notice of intent to propose regulations issued by the Internal Revenue Service, or a bill introduced in the House of Representatives or Senate of the United States or legislation proposed by the United States Treasury Department. (d) Each of the Amended Other Agreements shall have been executed by the Buyers which are parties thereto and delivered to Sprint. Section 2.3. Conditions Precedent to the Primary Closing for FT and DT. (a) The obligations of each of FT and DT to effect the transactions contemplated by this Agreement to occur at the Primary Closing (other than the purchase and sale of the capital stock of Sprint to be acquired by FT and DT hereunder at the Primary Closing) are subject to the satisfaction, on or prior to the Primary Closing Date, of the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by FT and DT: (i) All representations and warranties of Sprint (other than the representations and warranties set forth in Sections 3.6, 3.7 and 3.8) shall be accurate in all material respects on the Primary Closing Date with the same effect as if made on the Primary Closing Date (except that any such statements which are expressly made as of a particular date shall have been accurate as of such particular date and except to the extent contemplated or permitted by this Agreement or the PCS Restructuring Agreement). At the Primary Closing, FT and DT shall be provided with a certificate to such effect from Sprint, signed by a duly authorized officer thereof. (ii) All covenants and agreements of Sprint contained in this Agreement and required to be performed on or prior to the Primary Closing Date shall have been performed in all material respects on or prior to the Primary Closing. At the Primary Closing, FT and DT shall be provided with a certificate to such effect from Sprint, signed by a duly authorized officer thereof. (iii) Sprint shall have amended its Articles in accordance with the Initial Charter Amendment and (if the Recapitalization is to occur on the Primary Closing Date) the Subsequent Charter Amendment. (iv) Sprint shall have duly adopted the Bylaw Amendment and such amended terms shall be in full force and effect. -10- (v) Each of the Amended Other Agreements shall have been executed by Sprint and delivered to the Buyers which are parties thereto. (vi) The Board of Directors shall have taken appropriate action so that the provisions of Kan. Stat. Ann. Section 17-12,101 (the "Business Combination Statute") restricting "business combinations" with "interested stockholders" (each as defined in Kan. Stat. Ann. Section 17-12,100) will not apply to FT, DT or any Person who as of the date hereof is an Affiliate of FT or DT with respect to the purchase and sale of shares of capital stock of Sprint pursuant to and permitted by this Agreement and the Amended Other Agreements. (vii) The Series 1 FON Stock and Series 1 PCS Stock issuable upon conversion of the Class A Stock to be issued pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange, or if not so approved, shall have been approved for listing on the American Stock Exchange or approved for quotation on the National Association of Securities Dealers Automated Quotations National Market System subject to official notice of issuance. (viii) Each of the Buyers shall have received opinions dated as of the Primary Closing Date, from counsel to the Company reasonably satisfactory to the Buyers, in form reasonably satisfactory to the Parties. (b) The obligations of each of FT and DT to effect the purchase and sale of the capital stock of Sprint to be acquired by FT and DT hereunder at the Primary Closing are subject to the satisfaction, on or prior to the Primary Closing Date, of each of the conditions specified in Section 2.3(a) and each of the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by FT and DT: (i) The representations and warranties of Sprint set forth in Sections 3.6, 3.7 and 3.8 shall be accurate in all material respects on the Primary Closing Date with the same effect as if made on the Primary Closing Date (except that any such statements which are expressly made as of a particular date shall have been accurate as of such particular date and except to the extent contemplated or permitted by this Agreement or the PCS Restructuring Agreement). At the Primary Closing, FT and DT shall be provided with a certificate to such effect from Sprint, signed by a duly authorized officer thereof. (ii) There shall not have occurred after the date hereof any change in applicable Law that would cause the Recapitalization to be deemed taxable to FT or DT under French or German tax law. -11- (iii) Unless FT and DT have otherwise consented in writing, the PCS Restructuring Agreement shall not have been amended in a manner which fundamentally changes the transactions contemplated by the PCS Restructuring Agreement or which is materially adverse to FT and DT. Section 2.4. Conditions Precedent to Secondary and Greenshoe Closings During the Anticipated IPO Period. (a) If the IPO occurs within 180 days following the CP Exchange, the respective obligations of each Party to consummate the transactions contemplated by this Agreement to occur at each of the Secondary Closing and the Greenshoe Closing are subject to the fulfillment at or prior to each of the Secondary Closing Date and Greenshoe Closing Date, respectively, of the following conditions, which may be waived in whole or in part by the Party being benefitted thereby, to the extent permitted by applicable Law: (i) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect that enjoins the consummation of the transactions to be effected at the Secondary Closing or the Greenshoe Closing, as the case may be. (ii) All material Governmental Approvals, if any, required in order to permit the purchase and sale of the shares of capital stock of Sprint to be purchased by FT and DT at the Secondary Closing or the Greenshoe Closing, as the case may be, shall have been received. (b) If the IPO occurs within 180 days following the CP Exchange, the obligation of each Buyer to consummate the transactions contemplated hereby at a Secondary Closing or Greenshoe Closing is subject to the fulfillment of each of the following conditions on or prior to the date of such Secondary Closing or Greenshoe Closing: (i) The representations and warranties of Sprint set forth in Sections 3.1, 3.2(a), 3.3, 3.4 and 3.5 shall be true and correct in all material respects at and as of the date hereof and at and as of the date of such Secondary Closing or Greenshoe Closing, as the case may be, as if such representations and warranties were made at and as of such date except (x) with respect to representations and warranties that relate solely to a date prior to such date, and were true and correct in all material respects on such prior date, and (y) to the extent contemplated or permitted by this Agreement, the PCS Restructuring Agreement, the Amended Other Agreements or the Articles. -12- (ii) The first two sentences of Section 3.6(a) (as to SEC Documents filed prior to the Applicable Closing) and Section 3.7 (but in the case of Section 3.7 only as to changes prior to the Applicable Closing, but after the later of (x) the end of the quarter covered by the last Quarterly Report on Form 10-Q of Sprint filed prior to the Applicable Closing, and (y) the end of the year covered by the last Annual Report on Form 10-K of Sprint filed prior to the Applicable Closing) shall be true and correct in all material respects at and as of the date of the Secondary Closing or the Greenshoe Closing, as the case may be, except to the extent such failure to be true and correct does not relate to, and is not reasonably likely to relate to, a material adverse change in the business, operations, results of operations, financial condition, assets or liabilities of Sprint compared to the last to be filed prior to the Applicable Closing of the Annual Report on Form 10-K of Sprint or the Quarterly Report on Form 10-Q of Sprint. (iii) Sprint shall have performed and complied in all material respects with its obligations under Section 5.6 of this Agreement; Article FIFTH of the Articles (to the extent such Article relates to the rights of the holders of Class A Stock); the Class A Provisions; and Articles III, IV, V and VI, and Sections 7.1, 7.4, 7.8, 7.10 and 7.11 of the Stockholders' Agreement and the Amended and Restated Stockholders' Agreement. (iv) Sprint shall have delivered to the Buyers a certificate, dated the date of such Secondary Closing or Greenshoe Closing, as the case may be, signed by a duly authorized senior officer of Sprint, certifying that the conditions specified in Sections 2.4(b)(i) and (ii) have been fulfilled. (v) No Change of Control shall have occurred. (vi) There shall not have occurred after the date hereof any change in applicable Law that would cause the Recapitalization to be deemed taxable to FT or DT under French and German tax law. (c) The obligation of Sprint to consummate the transactions contemplated hereby at a Secondary Closing or Greenshoe Closing is subject to the fulfillment of each of the following conditions on or prior to the date of such Secondary Closing or Greenshoe Closing: (i) The representations and warranties of the Buyers set forth in Sections 4.1(a), 4.1(b), 4.1(d), 4.1(g), 4.2(a), 4.2(b), 4.2(d) and 4.2(g) shall be true and correct in all material respects at and as of the date hereof and at and as of the date of such Secondary Closing or Greenshoe Closing, as the case may be, as if such representations and warranties were made at and as of such date except (x) with respect to representations and warranties that relate solely to a date prior to such date, -13- and were true and correct in all material respects on such prior date, and (y) to the extent contemplated or permitted by this Agreement, the PCS Restructuring Agreement, the Amended Other Agreements or the Articles. (ii) Each of the Buyers shall have performed and complied in all material respects with its obligations under Article I of this Agreement, Article II and Section 7.5 of the Stockholders' Agreement and the Amended and Restated Stockholders' Agreement, Sections 2.1, 3.1 and 3.2(b) of the Standstill Agreement and the Amended and Restated Standstill Agreement, the Investor Confidentiality Agreements and the Amended and Restated Investor Confidentiality Agreements. (iii) Each of the Buyers shall have delivered to Sprint a certificate, dated the date of such Secondary Closing or Greenshoe Closing, as the case may be, signed by a duly authorized senior officer of such Buyer, certifying that the conditions specified in Sections 2.4(c)(i) and (ii) have been fulfilled. (d) Except as set forth in this Section 2.4, no breach of the representations, warranties, covenants or agreements contained in this Agreement shall affect the obligations of the Parties to consummate the purchase and sale of capital stock of Sprint at any Secondary Closing or Greenshoe Closing, provided that this sentence shall not affect any other rights, liabilities, duties or obligations of the Parties arising under this Agreement as a result of such breach. Section 2.5. Conditions Precedent to Secondary and Greenshoe Closings After the Anticipated IPO Period. (a) If the IPO occurs after 180 days following the CP Exchange, the respective obligations of each Party to consummate the transactions contemplated by this Agreement to occur at each of the Secondary Closing and the Greenshoe Closing are subject to the fulfillment at or prior to each of the Secondary Closing Date and Greenshoe Closing Date, respectively, of the following conditions which may be waived in whole or in part by the Party being benefitted thereby, to the extent permitted by applicable Law: (i) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect that enjoins the consummation of the transactions to be effected at the Secondary Closing or the Greenshoe Closing, as the case may be. (ii) All other material Governmental Approvals, if any, required in order to permit the purchase and sale of the shares of capital stock of Sprint to be purchased by FT and DT at the Secondary Closing or the Greenshoe Closing, as the case may be, shall have been received. -14- (b) If the IPO occurs after 180 days following the CP Exchange, in addition to the conditions set forth in Section 2.4(b), the obligations of the Buyers to consummate the transactions contemplated by this Agreement to occur at each of the Secondary Closing and the Greenshoe Closing are subject to the fulfillment at or prior to each of the Secondary Closing Date and Greenshoe Closing Date, respectively, of the following conditions, which may be waived in whole or in part by the Buyers, to the extent permitted by applicable Law: (i) The representations and warranties of Sprint contained in this Agreement shall be accurate in all material respects on the date of the Applicable Closing with the same effect as if made on the date of the Applicable Closing (except that any such statements which are expressly made as of a particular date shall have been accurate as of such particular date and except to the extent contemplated or permitted by this Agreement or the PCS Restructuring Agreement). At the Applicable Closing, the Buyers shall be provided with a certificate to such effect from Sprint, signed by a duly authorized officer thereof. (ii) There shall not have occurred after the date hereof any change in applicable Law that would cause the Recapitalization to be deemed taxable to FT or DT under French and German tax law. (c) If the IPO occurs after 180 days following the CP Exchange, in addition to the conditions set forth in Section 2.4(c), the obligations of Sprint to consummate the transactions contemplated by this Agreement to occur at each of the Secondary Closing and the Greenshoe Closing are subject to the fulfillment at or prior to each of the Secondary Closing Date and Greenshoe Closing Date, respectively, of the following condition, which may be waived in whole or in part by Sprint, to the extent permitted by applicable Law: The representations and warranties of each of FT and DT contained in this Agreement shall be accurate in all material respects on the date of the Applicable Closing with the same effect as if made on the date of the Applicable Closing (except that any such statements which are expressly made as of a particular date shall have been accurate as of such particular date and except to the extent contemplated or permitted by this Agreement or the PCS Restructuring Agreement). At the Applicable Closing, Sprint shall be provided with a certificate to such effect from each of FT and DT, signed by a duly authorized officer thereof. -15- ARTICLE III REPRESENTATIONS AND WARRANTIES OF SPRINT ---------------------------------------- Sprint represents and warrants to each of FT and DT as follows: Section 3.1. Organization, Qualification, Etc. Sprint is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas. Sprint has all requisite corporate power and authority to: (a) enter into this Agreement, the Amended Other Agreements and the letter agreement dated as of the date hereof among the Parties hereto identifying certain documents as being in form reasonably satisfactory to the Parties (the "Letter Agreement"), (b) subject to approval by the stockholders of Sprint and to the filing of the Proposed Charter Amendments, issue and sell shares of Series 3 PCS Stock to the Buyers pursuant to this Agreement and comply with its obligations under this Agreement, each Amended Other Agreement and the Letter Agreement, and (c) own, lease and operate its properties and assets and to carry on in all material respects its business as now being conducted and proposed to be conducted as shall be described in the Proxy Statement. Section 3.2. Capital Stock and Other Matters. (a) Schedule 3.2 sets forth the authorized capital stock of Sprint and the number of each class of shares issued and outstanding as of March 31, 1998. No bonds, debentures, notes or other indebtedness of Sprint or any of its Subsidiaries having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of shares of capital stock of Sprint may vote are issued and outstanding on the date hereof. All of the issued and outstanding shares of Sprint's capital stock are validly issued, fully paid and nonassessable. No holder of the outstanding shares of Sprint's capital stock is entitled to preemptive rights with respect to any issuance of shares of Class A Stock. (b) Except as set forth in Schedule 3.2, no class of capital stock of Sprint is entitled to preemptive rights. Except as set forth in Schedule 3.2, there are no stockholder agreements, voting trusts or other Contracts to which Sprint is a party or by which it is bound relating to the voting or transfer of any shares or units of any Voting Securities of Sprint. Section 3.3. Validity of Shares. (a) Subject to obtaining the approval of the stockholders of Sprint specified in Section 5.2(b) hereof and to the filing of the Proposed Charter Amendments with the appropriate Kansas Governmental Authorities, (i) when the shares of Series 3 PCS Stock are issued and delivered, in each case against payment therefor at each Applicable Closing as provided hereby (including cash in an amount at least equal to the aggregate par value of the shares), each such share shall be validly issued, free of any Lien (other than any Lien arising due to the action or inaction of any of the Buyers), fully paid and a nonassessable share of -16- capital stock of Sprint and (ii) upon the filing of the Proposed Charter Amendments, each share of Class A Common Stock into which the Class A Common Stock held by FT is automatically reclassified and changed, and each share of Class A Common Stock--Series DT into which the Class A Common Stock held by DT is automatically reclassified and changed, will be validly issued, free of any Lien (other than any Lien arising due to the action or inaction of any of the Buyers), fully paid and a nonassessable share of capital stock of Sprint. (b) Subject to obtaining the approval of the stockholders of Sprint specified in Section 5.2(b) hereof and to the filing of the Proposed Charter Amendments with the appropriate Kansas Governmental Authorities, upon the filing of the Proposed Charter Amendments: (i) When shares of Series 3 FON Stock, Series 3 PCS Stock, Series 1 FON Stock or Series 1 PCS Stock, as applicable, are delivered upon sale or exchange of interests in the Class A Common Stock or Class A Common Stock--Series DT, each such share will be validly issued, free of any Lien (other than any Lien arising due to the action or inaction of any of the Buyers), fully paid and a nonassessable share of capital stock of Sprint; (ii) The holders of Class A Common Stock shall, at any time, be entitled to all of the rights and privileges pertaining to the ownership of Series 1 FON Stock and Series 1 PCS Stock to the extent such Class A Common Stock represents, at such time, Shares Issuable With Respect To The Class A Equity Interest In the FON Group and Shares Issuable With Respect To The Class A Equity Interest In The PCS Group (as each such term is defined in the Proposed Charter Amendments); and (iii) Each share of Sprint capital stock into which any share of Class A Stock is reclassified upon a recapitalization in accordance with ARTICLE SIXTH, Section 1.2(e) of the Subsequent Charter Amendment will be validly issued, free of any Lien (other than any Lien arising due to the action or inaction of any of the Buyers), fully paid and a nonassessable share of capital stock of Sprint. Section 3.4. Corporate Authority; No Violation. The execution, delivery and performance of this Agreement, each Amended Other Agreement and the Letter Agreement, and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of Sprint's capital stock) have been duly authorized by all requisite corporate action on the part of Sprint, subject to obtaining the approval of the stockholders of Sprint specified in Section 5.2 hereof and to the filing of the Proposed Charter Amendments with the appropriate Kansas Governmental Authorities and assuming that, with respect solely to those provisions of the Stockholders' Agreement, the Amended and Restated Stockholders' Agreement, the Articles and the Proposed Charter Amendments that require explicitly the receipt of Continuing Director approval for the performance of obligations or consummation of transactions on the part of Sprint thereunder, -17- Continuing Director approval is obtained in the manner provided therein. Upon the execution and delivery by Sprint of this Agreement, each Amended Other Agreement and the Letter Agreement, each such agreement will constitute a legal, valid and binding agreement of Sprint, enforceable against Sprint in accordance with its terms. Section 3.5. No Conflict; No Default. Neither the execution, delivery and performance by Sprint of this Agreement, each Amended Other Agreement and the Letter Agreement, the adoption of the Bylaws Amendment and the adoption and filing of the Proposed Charter Amendments nor the consummation by Sprint of the transactions contemplated hereby or thereby will: (i) subject to the approval of the stockholders of Sprint contemplated by Section 5.2 hereof and the filing of the Proposed Charter Amendments with the appropriate Kansas Governmental Authorities, violate or conflict with any provision of the Articles or Bylaws, assuming that, with respect solely to those provisions of the Stockholders' Agreement, the Amended and Restated Stockholders' Agreement and the Proposed Charter Amendments that require explicitly the receipt of Continuing Director approval for the performance of obligations or consummation of transactions on the part of Sprint hereunder or thereunder, Continuing Director approval is obtained in the manner provided herein or therein; (ii) require any Governmental Approvals or Third Party Approvals, except (x) as set forth in Schedule 3.5 or (y) where the failure to so obtain, make or file such Governmental Approvals or Third Party Approvals, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or adversely affect in any material respect Sprint's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement; (iii) except as set forth in Schedule 3.5, result in a default (or an event that, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of Sprint or any of its Subsidiaries pursuant to, any Contract to which Sprint or any of its Subsidiaries is a party or by which Sprint or any of its Subsidiaries or any of their respective assets or properties is bound, except for any such defaults, terminations, cancellations, amendments, accelerations, losses, or Liens that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or adversely affect in any material respect Sprint's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement; or (iv) except as set forth in Schedule 3.5, violate or conflict with any Law applicable to Sprint or any of its Subsidiaries, or any of the properties, businesses, or assets of any of Sprint or any of its Subsidiaries, except violations and conflicts that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or adversely affect in any material respect Sprint's ability to performs its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. Section 3.6. Sprint Reports and Financial Statements. (a) Sprint has previously made available to FT and DT complete and correct copies of each: (i) annual report on Form 10-K for Sprint; (ii) quarterly report on Form 10-Q -18- for Sprint; (iii) definitive proxy statement for Sprint; (iv) current report on Form 8-K for Sprint; and (v) other form, report, schedule and statement, in the case of each of clauses (i), (ii), (iii), (iv) and (v) filed by Sprint with the SEC under the Exchange Act since January 1, 1997 (collectively, the "SEC Documents"). As of their respective dates, each of the SEC Documents complied (or will comply) in all material respects with the requirements of the Exchange Act to the extent applicable to such SEC Document, and none of such SEC Documents (as of their respective dates) contained (or will contain) an untrue statement of a material fact or omitted (or will omit) to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except as the same was corrected or superseded in a subsequent document duly filed with the SEC, that has been delivered to the Buyers. Since January 1, 1997, Sprint has timely filed all reports and registration statements and made all filings required to be filed under the Exchange Act with the SEC under the rules and regulations of the SEC. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents (including any related notes) fairly present the financial position of Sprint and its consolidated Subsidiaries as of the dates thereof and the results of operations and changes in cash flows for the periods specified, subject, where appropriate, to normal year-end audit adjustments, in each case in accordance with past practice and GAAP applied on a consistent basis during the periods involved (except as otherwise stated therein). Since March 31, 1998, Sprint and its Subsidiaries have incurred no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations that, individually and in the aggregate, are not reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or materially and adversely affect Sprint's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. Section 3.7. Absence of Certain Changes or Events. Since March 31, 1998 there has not been, occurred or arisen any change in the business, financial condition or results of operations of Sprint and its Subsidiaries taken as a whole, other than as a result of changes in general business conditions or legal or regulatory changes affecting the U.S. telecommunications industry generally (including the effect on competition resulting therefrom) or actions by competitors, having a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or any change that adversely affects in any material respect Sprint's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. Section 3.8. Litigation. There is no Proceeding pending or, to the best of Sprint's Knowledge, threatened against or relating to Sprint or any of its Subsidiaries at law or in equity that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or affect adversely in any material respect Sprint's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. There is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against -19- Sprint or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or adversely affect in any material respect Sprint's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. Section 3.9. Proxy Statement; Other Information. (a) None of the information included, or incorporated by reference, in the Proxy Statement or any amendment or supplement thereto, will at the time of the mailing of the definitive Proxy Statement, and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, provided that the foregoing shall not apply to any investment bank's fairness opinion included therein and that no representation is made by Sprint with respect to (i) information provided by FT, DT or any of their Affiliates in writing specifically for inclusion, or incorporation by reference, in the Proxy Statement, or (ii) any representations or warranties made by FT or DT in any agreement that is included as a schedule or exhibit to the Proxy Statement. The Proxy Statement, at the time of the mailing and at the time of the Stockholders Meeting, will comply in all material respects with the provisions of the Exchange Act. (b) All documents that Sprint is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby other than those described in Section 3.9(a) have complied and will comply in all material respects with applicable Law. All information supplied or to be supplied by Sprint in any document filed with any Governmental Authority in connection with the transactions contemplated hereby or by the Amended Other Agreements will be, at the time of filing, true and correct in all material respects, except where the failure to be true and correct, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole and would not adversely affect in any material respect the consummation of the transactions contemplated by this Agreement or any Amended Other Agreement or the Letter Agreement. Section 3.10. Certain Tax Matters. To the best of Sprint's Knowledge and belief, it is reasonable to assert that Sprint is not a United States Real Property Holding Corporation, as that term is defined under Section 897 of the Code and the regulations promulgated thereunder. Section 3.11. Amendments to the Rights Agreement. The Board of Directors has taken, or prior to the Primary Closing will take, all necessary action to amend the Rights Agreement to provide that the ownership by FT, DT and their respective Affiliates and Associates of all of the Voting Securities permitted to be owned by them under Sections 2.1(a)(i) and 2.3 of the Amended and Restated Standstill Agreement (but not Sections 2.1(a)(ii) or 2.2 thereof or Section 2.3 thereof to the extent based upon an applicable Percentage Limitation (as defined in the Amended and -20- Restated Standstill Agreement) as determined by Section 2.1(a)(ii) or 2.2 thereof) will not result in FT, DT or any of their respective Affiliates or Associates (as such terms are defined in the Rights Agreement) being deemed an Acquiring Person (as such term is defined in the Rights Agreement) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Rights Agreement). Section 3.12. Other Registration Rights. Sprint has not granted, and has not agreed to grant, any demand or incidental registration rights to any Person other than (a) rights granted pursuant to the Registration Rights Agreement and to be granted pursuant to the Amended and Restated Registration Rights Agreement, (b) rights to be granted to the Cable Partners pursuant to the Cable Partners Registration Rights Agreement, and (c) rights issued after the date hereof that will not adversely affect the registration rights to be granted to the Buyers in the Amended and Restated Registration Rights Agreement. Section 3.13. Takeover Statutes. The Board of Directors has taken appropriate action so that the provisions of the Business Combination Statute will not, prior to the termination of this Agreement, apply to FT, DT or any Person who as of the date hereof is an Affiliate of FT or DT. The ownership by FT and DT and any subsidiary of FT and/or DT identified in the Acquiring Person Statement of shares of Sprint's capital stock representing in the aggregate less than one-third of the voting power of Sprint (assuming for purposes of the Kansas Control Share Acquisitions Statute that none of FT, DT, any subsidiary of FT and/or DT identified in the Acquiring Person Statement, or their respective affiliates and associates (as each such term is defined in the Kansas Control Share Acquisitions Statute), acquires any Voting Securities other than as contemplated or permitted by the Original Investment Agreement, any Initial Other Agreement, this Agreement, any Amended Other Agreement or the Articles, or owned, directly or indirectly, or had or exercised the power to vote or direct the vote of, in each case alone or as part of a group, any Voting Securities as of the date of this Agreement or at the time of the vote contemplated by Section 5.2 other than as set forth in Sections 4.1(f) and 4.2(f)) will not result in a loss of voting rights with respect to such shares due to the Kansas Control Share Acquisitions Statute. No other "fair price," "moratorium," "control share acquisition," "business combination," "shareholder protection" or similar anti-takeover statute or regulation enacted under the applicable Laws of any state of the United States of America will apply to this Agreement or any Amended Other Agreement, or the transactions contemplated hereby or thereby (assuming that none of FT, DT and their respective Affiliates Beneficially Own any Voting Securities as of the date hereof other than as set forth in Sections 4.1(f) and 4.2(f) and that none of such Persons acquires any Voting Securities other than as contemplated or permitted by this Agreement, any Initial Other Agreement, any Amended Other Agreement or the Articles) except for statutes or regulations the failure of Sprint with which to comply would not have a material adverse effect on (a) the transactions contemplated in this Agreement or any Amended Other Agreement, (b) the ability of the Buyers to exercise fully their rights under this Agreement or any Amended Other Agreement or the Articles, or (c) the intrinsic value of an investment in Sprint's equity securities (provided that a change in the market price of Sprint's equity securities shall not, in and of itself, be deemed to have a material adverse effect on the intrinsic value of an investment in Sprint's equity securities). -21- Section 3.14. Vote Required; Board Recommendation. The only votes of the stockholders of Sprint required under Kansas law and the Articles and Bylaws to approve (a) the Proposed Charter Amendments and (b) such other matters, if any, related thereto or to this Agreement as Sprint may determine to submit to the stockholders of Sprint, are (i) the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock, the Class A Common Stock, the Preferred Stock-First Series, the Preferred Stock-Second Series and the Preferred Stock-Fifth Series of Sprint, voting together as a single class, (ii) the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock and Class A Common Stock, voting as a single class, and (iii) the approval (or the failure to disapprove) of the Class A Common Stock, voting or taking action as a class. The Board of Directors has determined that the proposals contemplated by Section 5.2(b) are advisable and in the best interests of the stockholders of Sprint. Section 3.15. Sprint Board Action. Prior to the date hereof, the Board of Directors of Sprint has approved (i) the Bylaw Amendment and (ii) the Management and Allocation Policies, each to be effective at the Primary Closing. Section 3.16. King & Spalding Opinion. On the date hereof, Sprint has received from King & Spalding its opinion to the effect that (i) the Recapitalization will constitute a recapitalization within the meaning of Section 368(a)(1)(E) of the Code, (ii) any outstanding stock which is designated as common stock of Sprint in Sprint's Articles of Incorporation will constitute voting stock of Sprint for federal income tax purposes, and (iii) except with respect to cash paid in lieu of fractional shares, if any, the holders of such stock of Sprint will not recognize income, gain or loss in and as a result of the Recapitalization. In rendering such opinion, King & Spalding may receive and rely upon representations contained in certificates of Sprint in form and substance reasonably acceptable to King & Spalding. Section 3.17. PCS Restructuring Agreement. A complete and correct copy of the PCS Restructuring Agreement has been provided to the Buyers. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYERS -------------------------------------------- Section 4.1. Representations and Warranties of FT. FT represents and warrants to Sprint as follows: (a) FT is a societe anonyme validly existing under the laws of the Republic of France, and has all requisite power and authority to: (i) enter into this Agreement, each of the Amended Other Agreements and the Letter Agreement, (ii) purchase the shares of Sprint's capital stock as provided herein, and in the Amended and Restated Stockholders' Agreement and the Articles as amended by the Proposed Charter Amendments, and (iii) -22- comply with its obligations under this Agreement, each Amended Other Agreement and the Letter Agreement. (b) (i) The execution, delivery and performance of this Agreement, each Amended Other Agreement and the Letter Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of FT. Upon the execution and delivery by FT of this Agreement, each Amended Other Agreement and the Letter Agreement, each such agreement will constitute a legal, valid and binding agreement of FT, enforceable against FT in accordance with its terms. (ii) Neither the execution, delivery and performance by FT of this Agreement, each Amended Other Agreement or the Letter Agreement, nor the consummation by FT of the transactions contemplated hereby or thereby, will: (w) violate or conflict with any provision of the FT Law and Decrees; (x) require any Governmental Approvals or Third Party Approvals, except where the failure to so obtain, make or file such Governmental Approvals or Third Party Approvals is not reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement; (y) result in a default (or an event that, with notice or lapse of time or both, would become a default) under any Contract to which FT or any of its Subsidiaries is a party, or by which FT or any of its Subsidiaries or any of their respective assets or properties is bound, except for any such defaults that, individually or in the aggregate, are not reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement; or (z) violate or conflict with Law applicable to FT or any of its Subsidiaries, or any of the properties, businesses, or assets of FT or any of its Subsidiaries, except violations and conflicts that, individually or in the aggregate, are not reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. (c) There is no Proceeding pending or, to the best of FT's Knowledge, threatened against or relating to FT or any of its Subsidiaries at law or in equity that, individually or in the aggregate, is reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. There is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against FT or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to adversely affect in any material respect FT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. -23- (d) FT is purchasing the shares of Sprint's capital stock to be purchased by it pursuant to this Agreement and the Amended and Restated Stockholders' Agreement for its own account for investment, and not with a view to the distribution of such shares or any part thereof. FT is a party to no Contract with any Person for resale of such shares in connection with such a distribution. FT acknowledges that the offering of the shares pursuant to this Agreement and the Amended and Restated Stockholders' Agreement will not be registered under the Securities Act or under any state securities or blue sky law or the securities laws of any other country, on the grounds (with respect to the Securities Act and such state securities or blue sky laws) that the offering and sale of shares of capital stock contemplated by this Agreement and the Amended and Restated Stockholders' Agreement are exempt from registration pursuant to exceptions available under such laws, and that Sprint's reliance upon such exemptions is predicated upon FT's representations set forth in this Agreement and the Amended and Restated Stockholders' Agreement. FT understands that the shares of Sprint's capital stock purchased by it pursuant to this Agreement and the Amended and Restated Stockholders' Agreement may not be sold or transferred unless such shares are subsequently registered under the Securities Act and/or applicable state securities or blue sky laws or any applicable securities law of any other country or an exemption from such registration is available. (e) All documents that FT is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby or by the Amended Other Agreements have complied and will comply in all material respects with applicable Law. All information supplied or to be supplied by FT in any document filed with any Governmental Authority in connection with the transactions contemplated hereby or by the Amended Other Agreements will be, at the time of filing, true and correct in all material respects, except where the failure to be true and correct, individually or in the aggregate, would not adversely affect in any material respect the consummation of the transactions contemplated by this Agreement or any Amended Other Agreement or the Letter Agreement. (f) FT is in compliance in all material respects with Article 2 of the Standstill Agreement. (g) Neither FT nor any Subsidiary of FT is entitled to any immunity on the grounds of sovereignty or otherwise (including, without limitation, pursuant to the Foreign Sovereign Immunities Act, 28 U.S.C. P. 1602 et seq.), based upon its status as an agency or instrumentality of government, from any legal action, suit or proceeding or from set off or counterclaim, from the jurisdiction of any competent court described in Section 7.8 hereof, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, in each case relating to this Agreement or any Amended Other Agreement or the Letter Agreement. -24- Section 4.2. Representations and Warranties of DT. DT represents and warrants to Sprint as follows: (a) DT is an Aktiengesellschaft duly formed and validly existing under the laws of Germany, and has all requisite corporate power and authority to: (i) enter into this Agreement, each of the Amended Other Agreements and the Letter Agreement, (ii) purchase the shares of Sprint's capital stock as provided herein, and in the Amended and Restated Stockholders' Agreement and the Articles as amended by the Proposed Charter Amendments and (iii) comply with its obligations under this Agreement, each Amended Other Agreement and the Letter Agreement. (b) (i) The execution, delivery and performance of this Agreement, each Amended Other Agreement and the Letter Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of DT. Upon the execution and delivery by DT of this Agreement, each Amended Other Agreement and the Letter Agreement, each such agreement will constitute a legal, valid and binding agreement of DT, enforceable against DT in accordance with its terms. (ii) Neither the execution, delivery and performance by DT of this Agreement, each of the Amended Other Agreements or the Letter Agreement, nor the consummation by DT of the transactions contemplated hereby or thereby, will (w) violate or conflict with any provision of the Satzung or other governing documents of DT or any of its Subsidiaries; (x) require any Governmental Approvals or Third Party Approvals, except where the failure to so obtain, make or file such Governmental Approvals or Third Party Approvals, individually or in the aggregate, is not reasonably likely to affect adversely in any material respect DT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement; (y) result in a default (or an event that, with notice or lapse of time or both, would become a default) under any Contract to which DT or any of its Subsidiaries is a party, or by which DT or any of its Subsidiaries or any of their respective assets or properties is bound, except for any such defaults that, individually or in the aggregate, are not reasonably likely to affect adversely in any material respect DT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. (c) There is no Proceeding pending or, to the best of DT's Knowledge, threatened against or relating to DT or any of its Subsidiaries at law or in equity that, individually or in the aggregate, is reasonably likely to affect adversely in any material respect DT's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. There is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against DT or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to adversely affect in any material respect DT's ability to -25- performs its obligations hereunder or under the Amended Other Agreements or the Letter Agreement. (d) DT is purchasing the shares of Sprint's capital stock to be purchased by it pursuant to this Agreement and the Amended and Restated Stockholders' Agreement for its own account for investment, and not with a view to the distribution of such shares or any part thereof. DT is a party to no Contract with any person for resale of such shares in connection with such a distribution. DT acknowledges that the offering of the shares pursuant to this Agreement and the Amended and Restated Stockholders' Agreement will not be registered under the Securities Act or under any state securities or blue sky law or the securities laws of any other country, on the grounds (with respect to the Securities Act and such state securities or blue sky laws) that the offering and sale of shares of capital stock contemplated by this Agreement and the Amended and Restated Stockholders' Agreement are exempt from registration pursuant to exceptions available under such laws, and that Sprint's reliance upon such exemptions is predicated upon DT's representations set forth in this Agreement and the Amended and Restated Stockholders' Agreement. DT understands that the shares of Sprint's capital stock purchased by it pursuant to this Agreement and the Amended and Restated Stockholders' Agreement may not be sold or transferred unless such shares are subsequently registered under the Securities Act and/or applicable state securities or blue sky laws or any applicable securities laws of any other country or an exemption from such registration is available. (e) All documents that DT is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby or by each Amended Other Agreement have complied and will comply in all material respects with applicable Law. All information supplied or to be supplied by DT in any document filed with any Governmental Authority in connection with the transactions contemplated hereby or by the Amended Other Agreements will be, at the time of filing, true and correct in all material respects, except where the failure to be true and correct, individually or in the aggregate, would not adversely affect in any material respect the consummation of the transactions contemplated by this Agreement or any Amended Other Agreement or the Letter Agreement. (f) DT is in compliance in all material respects with Article 2 of the Standstill Agreement. (g) Neither DT nor any Subsidiary of DT is entitled to any immunity on the grounds of sovereignty or otherwise (including, without limitation, pursuant to the Foreign Sovereign Immunities Act, 28 U.S.C. P. 1602 et seq.), based upon its status as an agency or instrumentality of government, from any legal action, suit or proceeding or from set off or counterclaim, from the jurisdiction of any competent court described in Section 7.8 hereof, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from -26- any other legal process in any jurisdiction, in each case relating to this Agreement or any Amended Other Agreement or the Letter Agreement. ARTICLE V COVENANTS --------- Section 5.1. Cooperation. (a) Between the date hereof and the earlier of (i) the last Applicable Closing to occur or (ii) the termination of this Agreement, subject to the terms and conditions of this Agreement, the Parties shall cooperate with each other and use all commercially reasonable efforts to obtain all necessary consents and approvals for the consummation of the transactions contemplated hereby and otherwise to satisfy the conditions to closing set forth in Article II hereof. Without limiting the generality of the foregoing, (A) each of FT and DT agrees to vote (or cause to be voted) the shares of capital stock of Sprint it owns (directly or indirectly) in favor of the Initial Charter Amendment, the Subsequent Charter Amendment, this Agreement, the Amended Other Agreements, the PCS Restructuring Agreement and the transactions contemplated hereby and thereby and the other matters related thereto presented for a vote at the Stockholders Meeting (including any class vote of the Class A Holders required thereat or in connection therewith), and agrees not to exercise any disapproval rights which it may have under the Articles or otherwise with respect to any such matters, and (B) each Party shall use its commercially reasonable efforts to obtain all consents and authorizations of third parties and Governmental Authorities and to make all filings with and give all notices to third parties and Governmental Authorities which may be necessary or required in order to effect the transactions contemplated hereby. (b) Each of the Parties shall use its reasonable efforts to resolve such objections, if any, as any Governmental Authority may assert with respect to this Agreement and the Amended Other Agreements and the transactions contemplated hereby and thereby under applicable Laws, including requesting reconsideration (which may be initiated by the party affected thereby or requested by any other Party) of any adverse ruling of any Governmental Authority and taking administrative appeals, if available and reasonably likely to result in a reversal of such adverse ruling. If any Proceeding is instituted by any Person challenging this Agreement, the Amended Other Agreements or the transactions contemplated hereby or thereby, the Parties shall promptly consult with each other to determine the most appropriate response to such Proceeding and shall cooperate in all reasonable respects with any Party subject to any such Proceeding, provided that the decision whether to initiate, and the control of, any Proceeding involving any Party shall remain within the sole discretion of such Party. (c) Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by Sprint, FT or DT to consummate the transactions -27- contemplated hereby, (i) neither Sprint nor any Affiliates of Sprint shall be required to become subject to any requirement or condition that it divest or "hold separate" any assets or businesses or any similar transaction or restriction, and (ii) neither Sprint nor any Affiliates of Sprint shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Sprint or any of its Subsidiaries. (d) Each Party shall (i) execute and deliver such additional instruments and other documents as may be reasonably requested by the other Parties hereto in connection with the consummation of the transactions contemplated hereby, and (ii) use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Law to consummate the transactions contemplated hereby and by the Amended Other Agreements and to satisfy the applicable conditions to closing hereunder. (e) FT shall comply, to the extent permitted by applicable Law of France, with final and nonappealable discovery orders rendered by a court of competent jurisdiction as provided in Section 7.8 hereof or in any corresponding section of any Amended Other Agreement, and shall take such reasonable action as appropriate in order to permit FT to so comply with such orders. (f) DT shall comply, to the extent permitted by applicable Law of Germany, with final and nonappealable discovery orders rendered by a court of competent jurisdiction as provided in Section 7.8 hereof or in any corresponding section of any Amended Other Agreement, and shall take such reasonable action as appropriate in order to permit DT to so comply with such orders. (g) Sprint shall, at the request of FT and DT, use its commercially reasonable efforts to obtain, as soon as is practicable, any United States regulatory approvals or other regulatory relief as FT and DT reasonably deem appropriate in order for FT and DT to exercise and benefit from their rights under this Agreement, the Amended Other Agreements and the Articles. (h) In addition to any obligations under the Standstill Agreement or the Amended and Restated Standstill Agreement, the Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the transactions contemplated hereby or by the Amended Other Agreements prior to the consummation thereof. -28- Section 5.Certain Actions by Sprint. (a) As soon as is reasonably practicable after the execution of this Agreement, Sprint shall prepare and file with the SEC (i) the Proxy Statement to be mailed to Sprint stockholders in connection with the Stockholders Meeting to be held for the purpose of approving the Initial Charter Amendment, the Subsequent Charter Amendment and amendments to certain of Sprint's equity-based incentive plans in connection with the creation of the PCS Stock, among other things, and (ii) the Registration Statement containing the IPO Prospectus covering the shares of Series 1 PCS Stock to be sold in the IPO. Sprint shall use its commercially reasonable efforts to cause the Proxy Statement to be approved for mailing and the Registration Statement to become effective under the Securities Act, each as promptly as practicable after such filing, and shall take all commercially reasonable actions required to be taken under any applicable state blue sky or securities laws in connection with the IPO and the Recapitalization. (b) Sprint shall cause the Stockholders Meeting to be held as soon as practicable after the date hereof. Sprint's Board of Directors shall recommend that its stockholders approve the Initial Charter Amendment, the Subsequent Charter Amendment and the other matters related thereto presented for a vote in the Proxy Statement (including matters, if any, referred to in clause (b) of Section 3.14), and Sprint shall use commercially reasonable efforts to obtain such stockholder approval. Sprint shall not be deemed to have breached any obligation under this Agreement by reason of the disclosure of information in the Proxy Statement or any public announcement or other communication with Sprint's stockholders if such disclosure is required by Law, so long as the Board of Directors of Sprint shall not have withdrawn, limited, qualified or conditioned the recommendation referred to above. Sprint's conclusion that any such disclosure is required by Law will be final and binding on all the parties hereto if Sprint has received a written opinion of counsel that such disclosure or communication is required by Law. "Commercially reasonable" efforts shall not be deemed to require any action that would prevent Sprint's compliance with Section 3(a)(9) of the Securities Act in connection with the Recapitalization. Each of FT and DT shall provide such information regarding itself and its Affiliates as may reasonably be requested by Sprint for inclusion in the Proxy Statement. The information provided by FT and DT in writing for inclusion in the Proxy Statement will not contain any material misstatement of fact or omit to state any material fact necessary to make the statements, in the light of the circumstances under which they are made, not misleading. All statements included in the Proxy Statement relating to FT or DT shall be subject to the approval of FT and DT, such approval not to be unreasonably withheld. If, at any time after the mailing of the definitive Proxy Statement and prior to the Stockholders Meeting, any event should occur that results in the information supplied by FT, DT or their respective Affiliates in writing for inclusion in the Proxy Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, FT and DT shall promptly notify Sprint of the occurrence of such event. -29- (c) Sprint currently intends to close the IPO as soon as practicable following the Trigger Date, assuming that the other conditions to the closing (other than conditions relating solely to the obligations of FT and DT to purchase capital stock hereunder) have been satisfied or are capable of being satisfied on or prior to the Primary Closing Date; provided that the determination to proceed with the IPO at any time shall remain in Sprint's sole discretion. If the IPO occurs prior to the Recapitalization, the Primary Closing shall occur simultaneously with the closing of the IPO. If Sprint causes the IPO to be completed simultaneously with the Primary Closing, Sprint shall complete the Recapitalization by filing the Subsequent Charter Amendment with the Kansas Secretary of State within 120 days following the Primary Closing and, unless the Transfer Restrictions (as defined in the Amended and Restated Stockholders Agreement) have been terminated pursuant to Section 2.6(a) of the Amended and Restated Stockholders Agreement, each of FT and DT will, and will cause its controlled Affiliates to, for a period of one hundred eighty (180) days following the Primary Closing Date, refrain from engaging in any public sale or distribution of any PCS Stock or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, PCS Stock. (d) Subject to Section 5.2(e), if the IPO is not completed on or prior to the 30th day following the Trigger Date, then Sprint shall on the earlier of (i) the date which is 10 days following such date subsequent to the Trigger Date that Sprint reasonably determines that the IPO is not capable of being completed on or prior to the 30th day following the Trigger Date or (ii) the 40th day following the Trigger Date, effect the Recapitalization by filing the Initial Charter Amendment and the Subsequent Charter Amendment with the Kansas Secretary of State, assuming that the other conditions to closing have been satisfied or are capable of being satisfied at the Primary Closing. If Sprint causes the Recapitalization to be completed as provided in this Section 5.2(d), the Primary Closing hereunder shall occur simultaneously with the completion of the Recapitalization. In such event, Sprint currently intends to complete the IPO within 120 days after the Primary Closing Date. If Sprint completes the Recapitalization simultaneously with the Primary Closing and the IPO is completed within such 120-day period, unless the Transfer Restrictions (as defined in the Amended and Restated Stockholders Agreement) have been terminated pursuant to Section 2.6(a) of the Amended and Restated Stockholders Agreement, each of FT and DT will, and will cause its controlled Affiliates to, for a period commencing at the time of the Primary Closing and ending 90 days following the closing of the IPO, refrain from engaging in any public sale or distribution of any PCS Stock or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, PCS Stock. (e) If the Trigger Date occurs after August 1, 1998, and before September 1, 1998, the Trigger Date will be deemed to occur on the earlier of (i) September 1, 1998 or (ii) such date after August 1, 1998, that Sprint reasonably determines that the IPO is not capable of being completed on or prior to October 1, 1998. -30- Section 5.3. IPO Matters. The IPO will be conducted substantially in accordance with the terms of the PCS Restructuring Agreement. Section 5.4. Tax Matters. Each Party shall use all reasonable efforts to cause the Recapitalization to constitute a tax-free "reorganization" under Section 368(a) of the Code. Each Party agrees that it will not take any action, and will not permit any of its Subsidiaries or Affiliates to take any action, that such party knows would cause the Recapitalization to fail to qualify as a tax-free reorganization under Section 368(a) of the Code. Each Party agrees to report the Recapitalization on all tax returns and other filings as a reorganization under Section 368(a) of the Code. Absent a change in applicable Law, or a change in facts beyond Sprint's reasonable control, Sprint agrees that (i) it will not treat the closing of the transactions contemplated by this Agreement and the Amended Other Agreements, including with respect to the equity purchase rights of FT and DT described herein and therein, as giving rise to any withholding tax obligation (except in respect of any cash payments) and (ii) it will not change the withholding rate otherwise applicable to distributions as the result of the class votes provided to the holders of the PCS Stock. For purposes of the preceding sentence, change in applicable Law also includes any Revenue Ruling, and (as of the proposed effective date thereof) any proposed regulations or official notice of intent to propose regulations issued by the Internal Revenue Service. Section 5.5. Brokers or Finders. (a) Other than Salomon Smith Barney and SBC Warburg Dillon Read, no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any action by Sprint or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Amended Other Agreements. Sprint agrees to indemnify and hold harmless each of FT and DT from and against any and all claims, liabilities and obligations (including attorneys' fees (but not including the portion of any such fees determined pursuant to the German Fee Regulations) and disbursements of counsel) with respect to any such fees asserted by any Person as a result of any action by Sprint or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Amended Other Agreements. (b) Other than Credit Suisse First Boston, no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any action by FT or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Amended Other Agreements. FT agrees to indemnify and hold Sprint harmless from and against any and all claims, liabilities and obligations (including attorneys' fees and disbursements of counsel) with respect to any such fees asserted by any Person as a result of any actions by FT or its Affiliates in connection with the transactions contemplated by this Agreement and the Amended Other Agreements. -31- (c) Other than Credit Suisse First Boston, no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any action by DT or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Amended Other Agreements. DT agrees to indemnify and hold Sprint harmless from and against any and all claims, liabilities and obligations (including attorneys' fees and disbursements of counsel) with respect to any such fees asserted by any Person as a result of any actions by DT or its Affiliates in connection with the transactions contemplated by this Agreement and the Amended Other Agreements. Section 5.6. No Action Relating to Takeover Statutes; Applicability of Future Statutes and Regulations. Sprint shall (a) take no action, by resolution of its Board of Directors or otherwise, to cause the Business Combination Statute or the provisions of the Kansas Control Share Acquisitions Statute to apply to FT, DT or their respective Affiliates by virtue of the transactions contemplated by this Agreement, any Amended Other Agreement or the Articles, and (b) use reasonable efforts to avoid (to the extent possible) the application of any "fair price," "moratorium," "control share acquisition," "business combination," "shareholder protection" or similar anti-takeover statute or regulation promulgated under Kansas law after the date hereof to FT, DT or their respective Affiliates by virtue of the transactions contemplated by this Agreement, any Amended Other Agreement or the Articles. Section 5.7. Management and Allocation Policies. Sprint will not make any change in or amendment to the Management and Allocation Policies or the Bylaw Amendment (or waive or otherwise disregard any provision thereof) prior to the Recapitalization without the consent of each of FT and DT. Section 5.8. Sprint Action. Except to the extent that each of the Buyers otherwise consents in writing, or as otherwise contemplated by the PCS Restructuring Agreement, this Agreement or the Amended Other Agreements, until the Primary Closing, Sprint shall not amend or propose to amend the Articles or Bylaws in any manner that would adversely affect the consummation of the transactions contemplated by, or otherwise adversely affect the rights of the Buyers under, this Agreement, each Amended Other Agreement, the Articles as proposed to be amended by the Proposed Charter Amendments, and the Bylaws as proposed to be amended by the Bylaws Amendment. Section 5.9. Standstill Agreement. The discussions solely among FT, DT and Sprint (and their respective legal counsel and investment bankers) in connection with the negotiation, execution and delivery of this Agreement and the Amended Other Agreements and the discussions solely among FT, DT and Sprint (and their respective legal counsel and investment bankers) in connection with the consummation of the transactions contemplated thereby shall not constitute a violation of the Standstill Agreement or the Amended and Restated Standstill Agreement. In addition, the discussions solely among FT, DT, Sprint and the Cable Partners (and their respective legal counsel and investment bankers) prior to the date hereof in connection with the negotiation, execution and -32- delivery of the Purchase Rights Agreement shall not constitute a violation of the Standstill Agreement or the Amended and Restated Standstill Agreement. ARTICLE VI TERMINATION; ABANDONMENT ------------------------ Section 6.1. Events of Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Primary Closing: (a) by mutual written consent of the Parties; (b) by any Party, by notice to the other Parties, if the actions to be taken by the Parties at the Primary Closing under clauses (a), (b) and (h) through (m) only of Section 1.1 hereof shall be prohibited by any final, nonappealable order, decree or injunction of a Governmental Authority; (c) by any Party that is not in material breach of any material covenant contained in this Agreement, by notice to the other Parties if the Primary Closing has not occurred on or before December 31, 1998; (d) by any Party that is not in material breach of any material covenant contained in this Agreement, by notice to the other Parties following the time that any condition to the Primary Closing set forth in Article II (other than any conditions set forth in Sections 2.1(b) and 2.3(b)) has become incapable of being satisfied on or prior to December 31, 1998; (e) by any Party that is not in material breach of any material covenant contained in this Agreement, by notice to the other Parties following a material breach of any material covenant contained in this Agreement by any other Party if such breach remains uncured in any material respect for 30 days following the giving of notice of the breach of such material covenant from the Party seeking to terminate this Agreement to each other Party; provided, that the Party seeking to terminate this Agreement gives written notice of such termination to each other Party within 30 days following the end of such 30-day cure period; or (f) by FT or DT, if the Board of Directors shall have withdrawn its recommendation of the proposals contemplated by Section 5.2(b) hereof or shall have qualified its recommendation in a manner materially adverse to FT and DT, provided that for purposes of this clause (f) if the Board of Directors continues its recommendation and approval of such proposals, but reflects in its recommendation additional information, the inclusion of such additional information, in and of itself, shall not be deemed to be a qualification that is materially adverse to FT and DT or otherwise provide FT and DT with a termination right under this clause (f). -33- Section 6.2. Effect of Termination. (a) If this Agreement is terminated in accordance with Section 6.1, then this Agreement shall become null and void and have no further effect, without any liability of any Party to any other Party, except that the obligations of the Parties pursuant to Section 6.3 and Article VII and under any provision of this Agreement that expressly provides for certain actions to occur simultaneously with or following the termination of this Agreement shall survive the termination of this Agreement indefinitely; provided, that no such termination shall release or relieve any Party hereto from liability for any willful material breach of any material provision of this Agreement occurring prior to such termination. (b) If this Agreement is terminated in accordance with Section 6.1, then the Initial Other Agreements shall continue in full force and effect until terminated in accordance with their respective terms, without any amendment to the rights and obligations of the parties thereto. Section 6.3. Reimbursement of Expenses. If this Agreement is terminated pursuant to Section 6.1(f), in addition to any other remedies the Buyers may have hereunder, at law, in equity or otherwise, Sprint shall promptly reimburse each of FT and DT for their actual reasonable out-of-pocket expenses (including attorneys' fees, but notwithstanding the foregoing, not including the portion of any fees determined pursuant to the German Fee Regulations) incurred by it relating to the transactions contemplated by this Agreement and the Amended Other Agreements (as set forth on a certificate or certificates executed by an officer of each of FT and DT describing such expenses in reasonable detail) up to a maximum aggregate amount of $5 million for FT and DT collectively, to be allocated between FT and DT as FT and DT shall so determine. Section 6.4. Abandonment of Purchase and Sale of Capital Stock at Primary Closing. The obligations of the parties to consummate the purchase by FT and DT of the capital stock of Sprint contemplated hereby to occur at the Primary Closing may be abandoned at any time prior to the Primary Closing: (a) by any Party, by notice to the other Parties, if the purchase and sale of the capital stock of Sprint contemplated to occur at the Primary Closing shall be prohibited by any final, nonappealable order, decree or injunction of a Governmental Authority; or (b) if a Change of Control shall have occurred. Notwithstanding any abandonment pursuant to this Section 6.4 of the purchase and sale of the capital stock of Sprint to be effected at the Primary Closing, this Agreement shall not be terminated and such abandonment shall have no effect whatsoever on (i) the Buyers' obligations under Article V to vote (or cause to be voted) the shares of capital stock of Sprint they own (directly or indirectly) in favor of the Initial Charter Amendment, the Subsequent Charter Amendment, this Agreement, the Amended Other Agreements, the PCS Restructuring Agreement and the transactions contemplated -34- hereby and thereby and any other matters related thereto presented for a vote at the Stockholders Meeting (including any class vote of the Class A Holders required thereat or in connection therewith), and their agreement not to exercise any disapproval rights which they may have under the Articles or otherwise with respect to any such matters, or (ii) any other actions to be taken by the Parties at the Primary Closing, including the Parties' obligations to proceed with all of the transactions and deliveries contemplated to be undertaken at the Primary Closing (other than the purchase and sale by the Buyers of the capital stock of Sprint), and such transactions and deliveries in fact shall proceed if all of the other conditions to the Primary Closing have been satisfied or waived. Section 6.5. Abandonment of Secondary Closing and Greenshoe Closing. The obligations of the parties to consummate the purchase by FT and DT of the capital stock of Sprint contemplated hereby to occur at the Secondary Closing and/or the Greenshoe Closing may be abandoned at any time after the Primary Closing and prior to such Secondary Closing or Greenshoe Closing, as the case may be: (a) by mutual written consent of the Parties; (b) by any Party, by notice to the other Parties, if the Secondary Closing or Greenshoe Closing, as the case may be, shall be prohibited by any final, nonappealable order, decree or injunction of a Governmental Authority; (c) by any Party that is not in material breach of any material covenant contained in this Agreement, by notice to the other Parties if the Secondary Closing has not occurred on or before June 30, 1999; (d) by any Party that is not in material breach of any material covenant contained in this Agreement, by notice to the other Parties following the time that any condition to closing set forth in Article II and applicable to the purchase by FT and DT of capital stock pursuant to this Agreement at the Secondary Closing or the Greenshoe Closing has become incapable of being satisfied on or prior to June 30, 1999; (e) by any Party that is not in material breach of any material covenant contained in this Agreement, by notice to the other Parties following a material breach of any material covenant contained in this Agreement by any other Party if such breach remains uncured in any material respect for 30 days following the giving of notice of the breach of such material covenant from the Party seeking to terminate this Agreement to each other Party; provided, that the Party seeking to abandon the Secondary Closing or the Greenshoe Closing gives written notice of such termination to each other Party within 30 days following the end of such 30-day cure period; or (f) if a Change of Control shall have occurred. -35- Notwithstanding any abandonment of the Secondary Closing or the Greenshoe Closing pursuant to this Section 6.5, this Agreement shall not be terminated and such abandonment shall have no effect whatsoever on the actions taken or to be taken by the Parties at the Primary Closing, including the execution and delivery by the Parties of the Amended Other Agreements. ARTICLE VII MISCELLANEOUS ------------- Section 7.1. Survival of Representations and Warranties. (a) The representations and warranties made by (i) Sprint in Sections 3.1 through 3.5, the first two sentences of Section 3.6(a) and Section 3.7 (but, in the case of Section 3.7, only to the extent that a change described in such Section relates to a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole that existed on the Primary Closing Date, but arose after the later of (x) the date of the end of the quarter covered by the last Quarterly Report on Form 10-Q of Sprint filed prior to the Primary Closing Date and (y) the date of the end of the year covered by the last Annual Report on Form 10-K of Sprint filed prior to the Primary Closing Date) of this Agreement, and (ii) the Buyers in Sections 4.1 and 4.2 of this Agreement (the "Surviving Representations") will survive, solely with respect to any damages relating to each particular investment to be made at an Applicable Closing, until the earlier to occur of (x) 15 months after the date of the Applicable Closing and (y) 90 days after the publication of the results of the first full audit of the consolidated financial statements of Sprint and its Subsidiaries by Sprint's independent auditors following the Applicable Closing, such financial statements to include a balance sheet and statements of income and cash flows as of a date following the Applicable Closing and to be prepared in accordance with GAAP applied on a consistent basis with the financial statements included in the SEC Documents. Sprint shall have the right to cause its independent auditors to conduct such an audit at any time after the Applicable Closing. No action may be brought with respect to a breach of any Surviving Representation after such time unless, prior to such time, the Party seeking to bring such an action has notified the other Parties of such claim, specifying in reasonable detail the nature of the loss suffered. The representations and warranties provided in Sections 3.10, 4.1(g) and 4.2(g) shall survive without limitation as to time. None of the other representations and warranties made by any party in this Agreement or any Amended Other Agreement or in any certificate or document delivered pursuant hereto or thereto prior to or on the Applicable Closing shall survive the Applicable Closing. None of the representations and warranties made by any Party in this Agreement or any Amended Other Agreement or in any certificate or document delivered pursuant hereto or thereto at the Secondary Closing or Greenshoe Closing shall survive such Secondary Closing or Greenshoe Closing, as the case may be, provided that if any certificate or document delivered pursuant hereto, or any portion thereof, pertains to a Surviving Representation, -36- such certificate or document, or such portion thereof, shall survive until the Surviving Representation to which it pertains shall no longer survive as provided herein. (b) The Buyers shall be entitled to recovery with respect to breaches of the Surviving Representations and to the representation and warranty provided in Section 3.10 made by Sprint pursuant to this Agreement (and in any certificate pertaining to any such representation) only if the aggregate amount of loss, liability or damage (including reasonable attorneys' fees (but not including the portion of any fees determined pursuant to the German Fee Regulations) and other costs and expenses) (collectively, "Damages") incurred or sustained by the Buyers arising from or relating to such breaches, in the aggregate, exceeds $30 million. Sprint shall be entitled to recovery with respect to breach of the Surviving Representations made by the Buyers pursuant to this Agreement (and in any certificate pertaining to any such representation) only if the aggregate amount of Damages sustained by Sprint arising from or relating to such breaches exceeds $30 million. Sprint shall not incur any liability under the representation and warranty provided in Section 3.10 or under any certificate pertaining to such representation (even if Sprint turns out in fact to be a U.S. real property holding corporation), provided that such representation and warranty is made to the best of Sprint's Knowledge and belief. (c) Notwithstanding anything in this Section 7.1 to the contrary, except solely with respect to the representations and warranties in Section 3.3 relating to the effect of the filing of the Proposed Charter Amendments with respect to the Class A Common Stock, the Buyers shall be entitled to Damages under this Section 7.1 only to the extent such Damages directly relate to the investment in Sprint being made by the Buyers pursuant to this Agreement, and without limiting the generality of the foregoing, the Buyers shall have no claim for Damages under this Agreement with respect to any actual or alleged diminution in value of, or other loss, liability or damage associated with, the Buyers' existing investment in Sprint or any additional purchases of capital stock of Sprint made by the Buyers other than pursuant to this Agreement. Section 7.2. Assignment. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party. Section 7.3. Entire Agreement. This Agreement, including the Disclosure Schedules, the Exhibits attached hereto, and the Amended Other Agreements embody the entire agreement and understanding of the Parties in respect of the subject matter contained herein, provided that this provision shall not abrogate (a) any other written agreement between the Parties executed simultaneously with this Agreement, (b) the Original Investment Agreement, or (c) the understanding set forth in Item 1 of Schedule 2 to that certain memorandum dated June 22, 1995 among Sprint, FT and DT. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter, except as so provided in the preceding sentence. -37- Section 7.4. Expenses. Except as set forth in the next sentence, each Party and each of its Affiliates will bear its own expenses (including the fees and expenses of any attorneys, accountants, investment bankers, brokers, or other Persons engaged by it) incurred in connection with the preparation, negotiation, authorization, execution and delivery hereof and each of the Amended Other Agreements to which it or any of its Affiliates is a party, and the transactions contemplated hereby and thereby. Each of the Parties agrees that a Party making a request for this Agreement, the Letter Agreement, an Amended Other Agreement or any other document related to this Agreement and the Amended Other Agreements to be translated in the French language shall be responsible for the expenses associated with the preparation of such translations and that the non-requesting Parties shall be responsible for the expenses associated with the review of such translations by the non- requesting Parties and their advisors. Section 7.5. Waiver, Amendment, Etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the Parties. No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 7.6. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. Section 7.7. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Group Executive Vice President Tel: (33-1) 44-44-84-72 Fax: (33-1) 44-44-01-51 with a copy to: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: General Counsel Tel: (33-1) 44-44-84-76 Fax: (33-1) 44-12-40-35 -38- with a copy to: Shearman & Sterling 599 Lexington Avenue New York, New York 10022 U.S.A. Attn: Alfred J. Ross, Jr., Esq. Tel: (212) 848-4000 Fax: (212) 848-8434 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Tel: 49-228-181-9000 Fax: 49-228-181-8970 Attn: Chief Executive Officer with a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 U.S.A. Attn: Robert P. Davis, Esq. Tel: (212) 225-2000 Fax: (212) 225-3999 Sprint: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The Parties shall promptly notify each other in the manner provided in this Section 7.7 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. -39- Section 7.8. Governing Law; Dispute Resolution; Equitable Relief. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (c) EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK, 10019 AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT AND THE AMENDED OTHER AGREEMENTS, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 7.7. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER -40- CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT. SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (d) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTES MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 7.9. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by applicable Law, each Party waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, to the extent permitted by applicable Law it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. Section 7.10. Translation. (a) The Parties have negotiated this Agreement in the English language and have prepared successive drafts and the definitive text of this Agreement in the English language. For purposes of complying with the French Translation Law, Sprint has prepared and the other Parties have reviewed a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version -41- hereof, such English version having likewise been executed and delivered. The Parties deem the French and English versions of this Agreement to be equally authoritative. (b) The Parties acknowledge that the PCS Restructuring Agreement, Initial Charter Amendment, the Subsequent Charter Amendment, the Qualified Stock Purchaser Standstill Agreement (as such term is defined in the Amended and Restated Stockholders' Agreement), Sprint Stock Payment Notes (as such term is defined in the Amended and Restated Stockholders' Agreement) and Sprint Eligible Notes (as such term is defined in the Amended and Restated Stockholders' Agreement), and any draft forms thereof, are not required to be translated into the French language to comply with the French Translation Law and that the Exhibits to the Letter Agreement are either not required to be translated into the French language prior to the Primary Closing to comply with the French Translation Law or are not required to be translated into the French language either before or after the Primary Closing to comply with the French Translation Law. Section 7.11. Table of Contents; Headings; Counterparts. The table of contents and the headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 7.12. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court described in Section 7.8, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. P. 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 7.13. Continuing Director Approval. Where Continuing Director approval is otherwise explicitly required under this Agreement with respect to a transaction or determination on the part of Sprint, such approval shall not be required if (a) the Fair Price Provisions have been deleted in their entirety, (b) the Fair Price Provisions have been modified so as explicitly not to apply to any holder of Class A Common Stock, or they have been modified in a manner reasonably satisfactory to FT and DT so as explicitly not to apply to any transactions with any holder of Class A Common Stock contemplated by the Amended Other Agreements or the Articles as amended by -42- the Proposed Charter Amendments, (c) the transaction in question is not a "Business Combination" within the meaning of the Fair Price Provisions, or (d) the holder of Class A Common Stock that is a party to the transaction, along with its Affiliates (as such term is defined in Rule 12b-2 under the Exchange Act, as in effect on October 1, 1982) and Associates (as such term is defined in Rule 12b-2 under the Exchange Act, as in effect on October 1, 1982), is not an "Interested Stockholder" or an "Affiliate" of an "Interested Stockholder" within the meaning of the Fair Price Provisions. Where this Agreement provides that Continuing Director approval is explicitly required to undertake a transaction or make a determination on the part of Sprint, Sprint shall not undertake such transaction or make such determination unless it first delivers a certificate, signed by a duly authorized officer of Sprint, to each of FT and DT certifying that such approval either has been obtained or is not required as set forth in the preceding sentence, and FT and DT shall be entitled to rely on such certificate. Section 7.14. Changes in Law. The inclusion by the Parties in the Amended Other Agreements and by Sprint in the Proposed Charter Amendments of provisions contained in the Initial Other Agreements and in the existing Articles which provided for the termination, modification or vesting of certain rights and obligations of the parties upon a change in the Law relating to the United States Communications Act of 1934 is not intended to create an inference that the Parties believe that no such changes in the Law have occurred since the date of the Initial Other Agreements and such provisions shall be interpreted with reference to the respective dates of the Initial Other Agreements and the date of filing of the Articles in connection with the closing of the transactions contemplated by the Original Investment Agreement. Section 7.15. Currency. All amounts payable under this Agreement and the Amended Other Agreements shall be payable in U.S. dollars. ARTICLE VIII DEFINITIONS ----------- Section 8.1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings specified below: "Acquiring Person Statement" means the acquiring person statement dated November 17, 1995, delivered by FT, DT and certain of their Affiliates pursuant to Section 17-1291 of the Kansas Control Share Acquisitions Statute. "Affiliates" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person. For purposes of this definition, the term "controls" (including its correlative meanings "controlled by" and "under common control with") shall mean the possession, direct or indirect, of -43- the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Master Restructuring and Investment Agreement, including the Schedules attached hereto. "Amended and Restated Confidentiality Agreements" means the Amended and Restated DT Investor Confidentiality Agreement and the Amended and Restated FT Investor Confidentiality Agreement. "Amended and Restated DT Investor Confidentiality Agreement" means the confidentiality agreement between Sprint and DT, in form reasonably satisfactory to each of the Parties. "Amended and Restated FT Investor Confidentiality Agreement" means the confidentiality agreement between Sprint and FT, in form reasonably satisfactory to each of the Parties. "Amended and Restated Registration Rights Agreement" means the Amended and Restated Registration Rights Agreement among the Parties, in form reasonably satisfactory to each of the Parties. "Amended and Restated Standstill Agreement" means the Amended and Restated Standstill Agreement among the Parties, in form reasonably satisfactory to each of the Parties. "Amended and Restated Stockholders' Agreement" means the Amended and Restated Stockholders' Agreement among the Parties, in form reasonably satisfactory to each of the Parties. "Amended Other Agreements" means the Amended and Restated Registration Rights Agreement, the Amended and Restated Standstill Agreement, the Amended and Restated Stockholders' Agreement, the Amended and Restated DT Investor Confidentiality Agreement and the Amended and Restated FT Investor Confidentiality Agreement. "Applicable Closing" means the Primary Closing, the Secondary Closing or the Greenshoe Closing, as provided by the context of the sentence. "Articles" means the Articles of Incorporation of Sprint, as amended from time to time, including pursuant to the Proposed Charter Amendments. "Associate" has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act, provided that when used to indicate a relationship with FT or DT or their respective Subsidiaries or Affiliates, the term "Associate" shall mean (a) in the case of FT, any Person occupying any of the positions listed on Schedule 8.1(a) hereto, and (b) in the case of DT, any Person occupying any of the positions listed on Schedule 8.1(b) hereto, provided, further, that, in each case, no Person occupying any such position described in clause (a) or clause (b) hereof shall be deemed an -44- "Associate" of FT or DT, as the case may be, unless the Persons occupying all such positions described in clauses (a) and (b) hereof Beneficially Own, in the aggregate, more than 0.2% of the Voting Power of Sprint. . "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, shall mean any Person which: (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing), including pursuant to the Original Investment Agreement, this Agreement and the Amended and Restated Stockholders' Agreement, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (b) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date hereof but including all such securities which a Person has the right to acquire beneficial ownership of, whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate thereof), provided that (i) Class A Common Stock, FON Stock and PCS Stock held by one of FT or DT or its Affiliates or Associates shall not also be deemed to be Beneficially Owned by the other of FT or DT or its Affiliates or Associates; (ii) FON Stock and PCS Stock shall not be deemed to be Beneficially Owned by FT, DT or their Affiliates or Associates by virtue of the top up rights and standby commitments granted under the Purchase Rights Agreement except to the extent that FT, DT or their Affiliates or Associates have (A) acquired shares of FON Stock or PCS Stock pursuant to the Purchase Rights Agreement, or (B) become irrevocably committed to acquire, and the Cable Partners have become irrevocably committed to sell, shares of Sprint FON Stock or Sprint PCS Stock pursuant to the Purchase Rights Agreement (with such Beneficial Ownership to be determined on a full-voting basis), subject only to customary closing conditions, if any; and (iii) FT, DT and their Affiliates and Associates shall not be deemed to Beneficially Own any incremental Voting Power resulting solely from the increase in Voting Power provided for by the application of Section 7.5(d) of the Articles. "Board of Directors" means the board of directors of Sprint. -45- "Business Day" means any day other than a day on which commercial banks in the City of New York, Paris, France or Frankfurt am Main, Germany, are required or authorized by law to be closed. "Buyers" means DT and FT. "Bylaw Amendment" means the amendment to the Bylaws in form reasonably satisfactory to each Party to be effected by the Board of Directors of Sprint in connection with this Agreement and the PCS Restructuring Agreement. "Cable Partner Registration Rights Agreement" means the registration rights agreement among Sprint and the Cable Partners to be entered into pursuant to the PCS Restructuring Agreement. "Cable Partners" means TCI, Comcast and Cox. "Change of Control" means a: (a) decision by the Board of Directors to sell Control of Sprint or not to oppose a third party tender offer for Voting Securities of Sprint representing more than 35% of the Voting Power of Sprint; or (b) change in the identity of a majority of the Directors due to (i) a proxy contest (or the threat to engage in a proxy contest) or the election of Directors by the holders of any series of Preferred Stock of Sprint; or (ii) any unsolicited tender, exchange or other purchase offer which has not be approved by a majority of the Independent Directors, provided that a Strategic Merger shall not be deemed to be a Change of Control and, provided, further, that any transaction between Sprint and FT and DT or otherwise involving FT and DT and any of their direct or indirect Subsidiaries which are party to a contract therefor shall not be deemed to be a Change of Control. "Class A Common Stock" means the Class A Common Stock of Sprint, as provided for in the Articles, including the Old Class A Common Stock and the Class A Common Stock -- Series DT (each as referred to in the Proposed Charter Amendments). "Class A Holders" means the holders of the Class A Stock. "Class A Provisions" has the meaning set forth in the Articles, as amended from time to time, including by the Proposed Charter Amendments. -46- "Class A Stock" means (i) prior to the Primary Closing, the Class A Common Stock, (ii) following the Primary Closing, but prior to the Recapitalization, the Class A Common Stock and the Series 3 PCS Stock, and (iii) following the Recapitalization, the Class A Common Stock, the Series 3 FON Stock and the Series 3 PCS Stock. "Closing Price" means, with respect to a security on any day, the last sale price, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on The New York Stock Exchange, Inc. or, if such security is not listed or admitted to trading on such exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the security is listed or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date such security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the security selected in good faith by the Board of Directors. If the security is not publicly held or so listed or publicly traded, "Closing Price" means the Fair Market Value of such security. "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. "Comcast" means Comcast Corporation, a Pennsylvania corporation. "Common Stock" means the Common Stock, par value U.S. $2.50 per share, of Sprint. "Continuing Director" means any Director who is unaffiliated with the Buyers and their "affiliates"and "associates" (as each such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and was a Director prior to the time that any Buyer or such affiliate or associate became an Interested Stockholder (as such term is defined in the Fair Price Provisions), and any successor of a Continuing Director if such successor is not affiliated with any such Interested Stockholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting of Directors at which at least seven Continuing Directors are present. "Contract" means any loan or credit agreement, note, bond, indenture, mortgage, deed of trust, lease, franchise, contract, or other agreement, obligation, instrument or binding commitment of any nature. -47- "Control" means, with respect to a Person or Group, any of the following: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 35 percent of the Voting Power of the entity in question; or (b) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "Cox" means Cox Communications, Inc., a Delaware corporation. "CP Closing" means the consummation of the Mergers (as defined in the PCS Restructuring Agreement) and the other transactions contemplated by the PCS Restructuring Agreement. "CP Exchange" means the issuance of shares of Series 2 PCS Stock by Sprint at the CP Closing in exchange for certain interests owned by the Cable Partners pursuant to the PCS Restructuring Agreement. "CP/FT-DT Top Up Purchase" means the purchase by the Cable Partners under the PCS Restructuring Agreement of shares of Series 2 PCS Stock in connection with the purchase by FT and DT of shares of Sprint capital stock pursuant to this Agreement. "CP/Greenshoe Top Up Purchase" means the purchase by the Cable Partners under the PCS Restructuring Agreement of shares of Series 2 PCS Stock in connection with the Greenshoe. "CP/IPO Top Up Purchase" means the purchase by the Cable Partners under the PCS Restructuring Agreement of shares of Series 2 PCS Stock in connection with the IPO. "Director" means a member of the Board of Directors. "DT" has the meaning set forth in the preamble. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. "Fair Market Value" means, with respect to any asset, shares or other property, the cash price at which a willing seller would sell and a willing buyer would buy such asset, shares or other property in an arm's-length negotiated transaction without undue time restraints, as determined in good faith by a majority of the Independent Directors as certified in a resolution delivered to all of the holders of Class A Stock. -48- "Fair Price Provisions" means ARTICLE SEVENTH of the Articles, and any successor provision thereto. "FON Stock" means the Series 1 FON Stock, the Series 2 FON Stock and the Series 3 FON Stock. "French Translation Law" means the loi n(degree) 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise. "FT" has the meaning set forth in the preamble. "FT Law and Decrees" means (a) Act N(degree) 83-675 of July 23, 1983 concerning the democratization of the public sector, (b) Act. N(degree) 90-568 of July 2, 1990 concerning the organization of the Post Office and Telecommunications public service as amended by Act N(degree) 96-660 of July 26, 1996 concerning the national undertaking France Telecom and (c) Decree N(degree) 96-1174 of December 27, 1996 approving the constitution of France Telecom, including miscellaneous provisions concerning the operation of France Telecom. "GAAP" means United States generally accepted accounting principles as in effect from time to time. "German Fee Regulations" means Bundesgebuhrenordnung fur Rechtsanwalte vom 26. Juli 1957 (BGBI) I S. 907 (as it or any successor provision is from time to time in effect). "Governmental Approval" means any consent, waiver, grant, concession or License of, registration or filing with, or declaration, report or notice to, any Governmental Authority. "Governmental Authority" means any federation, nation, state, sovereign, or government, any federal, supranational, regional, state, local or political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, administrative hearing body, arbitration tribunal, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government, provided that the term "Governmental Authority" shall not include FT, DT, Atlas S.A. or any of their respective Subsidiaries. "Greenshoe" has the meaning set forth in Section 1.3 of this Agreement. "Greenshoe Closing" means the consummation of the purchase by FT and DT of shares of Sprint capital stock pursuant to Section 1.3 of this Agreement. "Greenshoe Closing Date" means the date of the Greenshoe Closing. -49- "Greenshoe Top Up Purchase" means the purchase by FT and DT of a number of shares of Series 3 PCS Stock sufficient for FT and DT, in the aggregate, to Beneficially Own 25% of the aggregate Voting Power attributable to the shares of Series 1 PCS Stock and Series 2 PCS Stock issued in the Greenshoe and the CP/Greenshoe Top Up Purchase, respectively. "Group" means any group within the meaning of Section 13(d)(3) of the Exchange Act. "Independent Director" has the meaning set forth in the Articles. "Initial Charter Amendment" means the Amended and Restated Articles of Incorporation of Sprint in form reasonably satisfactory to each Party effecting the creation of the PCS Stock and the creation of the PCS Group and the Sprint FON Group, which Sprint shall file with the Kansas Governmental Authorities on or before the Primary Closing Date. "Initial Other Agreements" means the Registration Rights Agreement, the Standstill Agreement, the Stockholders' Agreement, and the Investor Confidentiality Agreements. "Investor Confidentiality Agreements" means the Confidentiality Agreement between Sprint and DT dated January 31, 1996 and the Confidentiality Agreement between Sprint and FT dated January 31, 1996. "IPO" means the initial primary underwritten public offering of Series 1 PCS Stock pursuant to an effective registration statement under the Securities Act, proposed to be conducted by Sprint in accordance with Sections 5.2 and 5.3, that Sprint currently expects to generate net proceeds of between $500 million and $1.1 billion. "IPO Price" means the initial price per share at which shares of Series 1 PCS Stock are purchased by the public in the IPO. "IPO Prospectus" means a prospectus located within the Registration Statement covering the shares of Series 1 PCS Stock to be sold in the IPO. "Kansas Control Share Acquisitions Statute" means Kan. Stat. Ann. Section 17-1286 et seq. (1988). "Knowledge", or any phrase or term of similar meaning, when used with respect to any of the Parties, means the actual knowledge of the executive officers of such Party, without having made any special investigation or inquiry regarding the applicable subject matter. "Law" means any foreign or domestic law, statute, code, ordinance, rule or regulation promulgated, or any order, judgment, writ, stipulation, award, injunction or decree entered, by a Governmental Authority. -50- "License" means any license, ordinance, authorization, permit, certificate, variance, exemption, order, franchise or approval, domestic or foreign. "Lien" means any lien, pledge, claim, encumbrance, mortgage or security interest in real or personal property. "Management and Allocation Policies" means the policies to be adopted by the Board of Directors, effective as of the Primary Closing Date, governing the relationship between the PCS Group (on the one hand) and the Sprint FON Group (on the other hand). "Material Adverse Effect" on any party hereto means, with respect to any Party, the effect of any event, occurrence, fact, condition or change that is materially adverse to the business, operations, results of operations, financial condition, assets or liabilities of such Person. "Original Investment Agreement" has the meaning set forth in the Recitals to this Agreement. "Party" and "Parties" have the meaning set forth in the Recitals to this Agreement. "PCS Group" has the meaning set forth in the Initial Charter Amendment. "PCS Preferred Issuance" means the issuance of the PCS Preferred Stock pursuant to the PCS Restructuring Agreement. "PCS Preferred Stock" means the Preferred Stock -- Series 7 of Sprint, no par value per share, which shall be created and issued pursuant to the terms of the PCS Restructuring Agreement. "PCS Restructuring Agreement" means the Restructuring and Merger Agreement, dated as of the date hereof, between Sprint and the other parties listed therein. "PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS Stock, the Series 3 PCS Stock and the PCS Preferred Stock. "Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated association or other entity. "Primary Closing" means the closing of the actions contemplated by this Agreement to take place concurrently with the CP Exchange (which may include the CP Exchange Top Up Purchase if the conditions to the CP Exchange Top Up Purchase have been satisfied or waived by the appropriate parties), as contemplated by this Agreement, held on the date and at the place fixed in accordance with Article I. "Primary Closing Date" means the date of the Primary Closing. -51- "Proceeding" means any action, litigation, suit, proceeding or formal investigation or review of any nature, civil, criminal, regulatory or otherwise, before any Governmental Authority. "Proposed Charter Amendments" means the Initial Charter Amendment and the Subsequent Charter Amendment. "Proxy Statement" means a proxy statement to be mailed to Sprint stockholders in connection with the Stockholders Meeting. "Purchase Rights Agreement" means the Top Up Right Agreement dated May 26, 1998 among FT, DT and the Cable Partners as in effect on the date hereof. "Recapitalization" means the reclassification of Sprint Common Stock into Series 1 FON Stock and Series 1 PCS Stock to be effected by the filing of the Subsequent Charter Amendment. "Registration Rights Agreement" means the Registration Rights Agreement dated as of January 31, 1996, between Sprint, FT and DT. "Registration Statement" means a registration statement on Form S-3 containing the IPO Prospectus covering the shares of Series 1 PCS Stock to be sold in the IPO. "SEC" means the Securities and Exchange Commission. "Secondary Closing" means the consummation of the purchase by FT and DT of shares of Sprint capital stock pursuant to Section 1.2 of this Agreement. "Secondary Closing Date" means the date of the Secondary Closing. "Securities Act" means the Securities Act of 1933, as amended. "Series 1 FON Stock" means the FON Common Stock -- Series 1, par value to be determined, of Sprint, which will be created by the filing of the Subsequent Charter Amendment. "Series 1 PCS Stock" means the PCS Common Stock -- Series 1, par value to be determined, of Sprint, which will be created on or about the Primary Closing Date by the filing of the Initial Charter Amendment. "Series 2 FON Stock"means the FON Common Stock -- Series 2, par value to be determined, of Sprint, which will be created by the filing of the Subsequent Charter Amendment. "Series 2 PCS Stock" means the PCS Common Stock -- Series 2, par value to be determined, of Sprint, which will be created on or about the Primary Closing Date by the filing of the Initial Charter Amendment. -52- "Series 3 FON Stock" means the FON Common Stock -- Series 3, par value to be determined, of Sprint, which will be created by the filing of the Subsequent Charter Amendment. "Series 3 PCS Stock" means the PCS Common Stock -- Series 3, par value to be determined, of Sprint, which will be created on or about the Primary Closing Date by the filing of the Initial Charter Amendment. "Sprint" means Sprint Corporation, a Kansas corporation. "Sprint FON Group" has the meaning set forth in the Initial Charter Amendment. "Sprint PCS" means Sprint Spectrum L.P., a Delaware limited partnership. "SprintSub" means Sprint Global Venture, Inc., a wholly-owned subsidiary of Sprint. "Standstill Agreement" means the Standstill Agreement, dated as of July 31, 1995, among Sprint, FT and DT, as amended on June 24, 1997. "Stockholders' Agreement" means the Stockholders' Agreement, dated as of January 31, 1996, among Sprint, FT and DT, as amended on June 24, 1997. "Stockholders Meeting" means a special meeting to be held for the purpose of approving the Initial Charter Amendment, the Subsequent Charter Amendment and amendments to certain of Sprint's equity-based incentive plans in connection with the creation of the PCS Stock, among other things. "Strategic Merger" means a merger or other business combination involving Sprint (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum of (i) the Fair Market Value of all consideration which such Class A Holders have a right to receive with respect to such merger or other business combination, and (ii) if Sprint is the surviving parent entity, the Fair Market Value of the equity securities of the surviving parent entity which the Class A Holders are entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders and (c) immediately after which no Person or Group (other than the Class A Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity. -53- "Subsequent Charter Amendment" means the Amendment to the Restated Articles of Incorporation of Sprint in form reasonably satisfactory to each Party effecting the Recapitalization, which Sprint shall file with the Kansas Governmental Authorities either (i) on or before the Primary Closing Date or (ii) within 120 days following the Primary Closing. "Subsidiary" of any Person as of any relevant date means a corporation, company or other entity (i) more than 50% of whose outstanding shares or equity securities are, as of such date, owned or controlled, directly or indirectly through one or more Subsidiaries, by such Person, and the shares or securities so owned entitle such Person and/or its Subsidiaries to elect at least a majority of the members of the board of directors or other managing authority of such corporation, company or other entity notwithstanding the vote of the holders of the remaining shares or equity securities so entitled to vote or (ii) which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than 50% of whose ownership interest is, as of such date, owned or controlled, directly or indirectly through one or more Subsidiaries, by such Person, and in which the ownership interest so owned entitles such Person and/or Subsidiaries to make the decisions for such corporation, company or other entity. "TCI" means Tele-Communications, Inc., a Delaware corporation. "Third Party Approval" means any consent, waiver, grant, concession, license, authorization, permit, franchise or approval of, or notice to, any Person other than a Governmental Authority. "Top Up Note" means notes of FT or DT, as applicable, in form reasonably satisfactory to each of the Parties, made payable to Sprint. "Trading Days" means with respect to any security, any day on which the principal national securities exchange on which such security is listed or admitted to trading or NASDAQ, if such security is listed or admitted to trading thereon, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such security is not listed or admitted to trading on any national securities exchange or NASDAQ, any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Transfer" means any act pursuant to which, directly or indirectly, the ownership of assets or securities in question is sold, exchanged, assigned, transferred, conveyed, delivered or otherwise disposed of. "Trigger Date" means the date that the conditions to closing set forth in Sections 8.1(a), 8.1(b) and 8.1(d) of the PCS Restructuring Agreement have been satisfied or waived. "Volume Weighted Trading Average" means, with respect to any share of capital stock as of a specific date, the volume-weighted average Closing Price for the 20 consecutive Trading Days ending on the last Trading Day prior to such date. -54- "Vote" means, with respect to any entity, the ability to cast a vote at a stockholders', members' or comparable meeting of such entity with respect to the election of directors, managers or other members of such entity's governing body, or the ability to cast a general partnership or comparable vote, provided that with respect to Sprint only, the term "Vote" means the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in ARTICLE SIXTH of the Articles) with respect to matters other than the election of directors at a meeting of the stockholders of Sprint. "Voting Power" means, with respect to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity. "Voting Securities" means, with respect to an entity, any capital stock or debt securities of such entity if the holders thereof are ordinarily, in the absence of contingencies, entitled to a Vote, even though the right to such Vote has been suspended by the happening of such a contingency, and in the case of Sprint, shall include, without limitation, the Common Stock and the Class A Stock, but shall not include any shares issued pursuant to the Rights Agreement to the extent such issuance is caused by action of a holder of the Class A Stock. "Wholly-Owned Subsidiary" means, as to any Person, a Subsidiary of such Person in which 100% of the equity and voting interest is owned, directly or indirectly, by such Person. -55- IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written. SPRINT CORPORATION By: /s/ William T. Esrey -------------------------------- Name: William T. Esrey Title: Chairman and Chief Executive Officer FRANCE TELECOM S.A. By: /s/ Thierry Girard -------------------------------- Name: Thierry Girard Title: Senior Vice President DEUTSCHE TELEKOM AG By: /s/ Helmut Reuschenbach -------------------------------- Name: Helmut Reuschenbach Title: Senior Executive Director -56- Schedule 3.2 Authorized Capital Stock Common Stock 1,000,000,000 shares Class A Common Stock 500,000,000 shares Preferred Stock 20,000,000 shares Shares of Capital Stock issued and outstanding at March 31, 1998. Common-Issued 350,273,927 shares (1) Common-Outstanding 344,303,011 shares (1)(2) Class A Common 86,236,036 shares Preferred Stock - First Series, Convertible 42,515 shares Preferred Stock - Second Series, Convertible 254,211 shares Preferred Stock - Fifth Series 95 shares Treasury Shares 5,970,916 shares (3) (1) Includes estimate of aggregate shares issuable in Centel merger based on outstanding Centel shares on date of merger and exchange rate of 1.37 Sprint shares for each Centel share. No fractional shares are issued in the exchange; therefore, as exchanges occur, the original estimate must be adjusted, which is done on a quarterly basis. (2) Number reported on Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. Includes 24,467 shares issuable in connection with options exercised in March, 1998, but not issued until April, 1998, and excludes 50,000 shares purchased by Sprint in March, 1998, but not transferred into Sprint's name until April, 1998. (3) Excludes 24,467 shares issuable in connection with options exercised in March, 1998, but not issued until April, 1998, and includes 50,000 shares purchased by Sprint in March, 1998, but not transferred into Sprint's name until April, 1998. Stockholder agreements, voting trusts and other Contracts relating to the voting or transfer (including purchase) of any shares or units of any Voting Securities of Sprint Fidelity Trust Agreement between Sprint Corporation and Fidelity Management Trust Company Includes provisions regarding the voting by the Trustee of shares of Sprint Common Stock in the following plans: (1) Sprint Retirement Savings Plan for Bargaining Unit Employees (2) Sprint Retirement Savings Plan (includes TRASOP and ESOP Suspense Account) (3) Centel Retirement Savings Plan for Bargaining Unit Employees Centel Employees' Stock Ownership Trust between Centel Corporation and The Northern Trust Company. Includes provisions regarding the voting by the Trustee of shares of Sprint Common Stock in the Centel ESOP. Agreement and Plan of Merger dated as of May 27, 1992, among Sprint Corporation, FW Sub Inc and Centel Corporation (holders of Centel common stock who have not exchanged their Centel certificates for Sprint Common Stock are not permitted to vote the shares of Sprint Common Stock to which they are entitled). Various agreements with employees under employee stock plans (restrict transfer of shares of Sprint Common Stock issued to employees under the plans). PCS Restructuring Agreement and related agreements with the Cable Partners. Schedule 3.5 A. Governmental Approvals. 1. Satisfaction of all applicable requirements under state securities or blue sky laws and the filing and clearance of the Proxy Statement and the IPO Registration Statement with the SEC. 2. The Series 1 PCS Stock and the Series 1 FON Stock shall have been approved for listing on the New York Stock Exchange or if not so approved, shall have been approved for listing on the American Stock Exchange or approved for quotation on the National Association of Securities Dealers Automated National Market System. 3. Filing of the Charter Amendments with the appropriate Kansas Governmental Authorities. 4. Approvals required for the Restructuring. (a) Notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of all applicable waiting periods thereunder and any extensions thereof. (b) Consents required from the FCC shall have been granted. B. Third Party Approvals. 1. Approval of the Charter Amendments and related matters by the stockholders of Sprint by the requisite vote C. Defaults, Conflicts, Etc. Any default (or any event that, with notice or lapse of time or both, would become a default), or any event which would give rise to any right of termination by any third party, or any cancellation, amendment or acceleration of any obligation or the loss of any benefit under, or the creation of any Lien on, any of the assets or property of Sprint or any of its Subsidiaries, arising in each case solely from a failure to obtain any Governmental Approval as listed in Section A of this Schedule 3.5 or any Third Party Approval as listed in Section B of this Schedule 3.5. D. Violations, Conflicts, Etc. with Applicable Law. See Sections A and B of this Schedule 3.5. Schedule 8.1(a) Associates of FT All members of the FT Board of Directors, except for any such members appointed by either the Government of France or any union or employee group or any such members representing FT's publicly traded shares. Executive Officers: Chief Executive Officer Members of the Executive Committee: Large Business Division Development Division Finance Division Network Division Residential and Small Business Division Other Officers: General Secretary Director of Human Resources Director of Public Affairs Director of Corporate Communications Schedule 8.1(b) Associates of DT* The term "Associate," as used with respect to DT, shall mean any person occupying any of the positions below: A. Management Board Members 1. Chairman of the Management Board 2. Management Board Member, Business Customers 3. Management Board Member, International 4. Management Board Member, Networks 5. Management Board Member, Finance & Auditing B. General Managers and Others 1. Corporate Policy, Corporate Strategy, Auditing 2. International Mergers & Acquisitions 3. Global Relationships 4. International Networks 5. International Finance/Mergers & Acquisitions - -------- * In the event of a reorganization of DT, this listing shall be deemed to be revised to include any successor position that includes or otherwise incorporates duties and responsibilities substantially similar in nature and scope as the duties and responsibilities of the positions listed herein. If DT creates the position of General Counsel having functions and responsibilities comparable to the typical functions and responsibilities of a General Counsel of a U.S. public company, such General Counsel position shall become part of the foregoing list of positions of DT Associates. EX-99.2 3 Exhibit 2 - ----------------------------------------------------------------- AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMONG FRANCE TELECOM S.A., DEUTSCHE TELEKOM AG AND SPRINT CORPORATION Dated as of ___________, 1998 - ----------------------------------------------------------------- AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of ____________, 1998 (the "Agreement"), among France Telecom S.A., a societe anonyme organized under the laws of France ("FT"); Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"); and Sprint Corporation, a corporation organized under the laws of Kansas (the "Company"). RECITALS WHEREAS, Sprint, FT and DT entered into an Investment Agreement dated as of July 31, 1995, as amended (the "Investment Agreement") pursuant to which FT and DT purchased shares of capital stock of Sprint; WHEREAS, in connection with the transactions contemplated by the Investment Agreement, Sprint, FT and DT entered into a Registration Rights Agreement dated as of January 31, 1996 (the "Original Registration Rights Agreement"); WHEREAS, Sprint, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998 (the "FT/DT Restructuring Agreement"), which contemplates, among other things, the purchase by FT and DT of shares of PCS Common Stock -- Series 3, par value $ per share, of Sprint; and WHEREAS, as a condition precedent to and in consideration of the transactions contemplated in the FT/DT Restructuring Agreement, Sprint, FT and DT are required to enter into this Agreement and in reliance thereon Sprint, FT and DT have entered into the FT/DT Restructuring Agreement; NOW, THEREFORE, in consideration of these premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of FT, DT and Sprint, intending to be legally bound, hereby agree that the Original Registration Rights Agreement is hereby amended and restated in its entirety as follows: Section 1. Registration under the Securities Act. Section 1.1 Registration on Request. (a) Request. Subject to Article II of the Amended and Restated Stockholders' Agreement, at any time, upon the written request of the holders of a majority of the Eligible Securities then outstanding requesting that the Company effect the registration under the Securities Act of a specified number of Eligible Securities, the Company shall promptly give written notice of such requested registration to all holders of Eligible Securities and thereupon the Company shall use its reasonable efforts to effect the registration under the Securities Act of the Eligible Securities which the Company has been so requested to register by the Selling Stockholders, for disposition for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders (which method of disposition shall be in accordance with the registration requirements of the United States securities laws), provided that (i) the Company shall not be required to effect any registration pursuant to this Section 1.1 if during the twelve-month period immediately preceding such request for registration the Company has previously effected a registration pursuant to this Section 1.1, (ii) subject to Section 1.1(g), the Company shall not be required to effect any registration pursuant to this Section 1.1 after seven registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than three additional registrations, the holders of a majority of the Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all Registration Expenses in connection with such additional three registrations; provided, however, that if the Company proposes to redeem pursuant to ARTICLE SIXTH, Section 2.2 of the Articles shares of Class A Stock from the Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Amended and Restated Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such registration shall not count toward the maximum number of registrations provided in this clause (ii) to the proviso to Section 1.1(a), (iii) the Company shall not be obligated to cause any special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 1.1 unless either (A) the aggregate market value of all Eligible Securities so requested to be registered exceeds $200 million on the date of delivery of the request for registration based on the average closing price per share on the preceding ten Business Days of the Eligible Securities to be registered (the "Relevant Average Closing Price"), or (B) the registration relates to the sale of Post-Restructuring Series 3 PCS Shares and both (i) the aggregate market value of the Post-Restructuring Series 3 PCS Shares so requested to be registered exceeds $100 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (ii) the registration involves at least the lesser of (x) Post-Restructuring Series 3 PCS Shares with an aggregate market value of at least $200 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (y) all of the Post-Restructuring Series 3 PCS Shares owned by the Class A Holders. (b) Withdrawal. The Selling Stockholders shall have the right to request withdrawal of any registration statement filed pursuant to this Section 1.1 (and the Company shall so withdraw such registration statement) so long as such registration statement has not become effective, provided that, in such case, such Selling Stockholder shall pay all related out-of-pocket Registration Expenses reasonably incurred by the Company unless a registration statement shall be effected pursuant to this Section 1.1 within 270 days after such withdrawal. The Selling Stockholders, in accordance with Section 2.5 of the Amended and Restated Stockholders' Agreement, at any time and from time to time, may change the Planned Date of any registration 2 statement to any date not more than 120 days after the original Planned Date with respect to such registration statement. (c) Effective Registration Statement. A registration requested pursuant to this Section 1.1 shall not be deemed to be effected (i) if a registration statement with respect thereto shall not have become effective under the Securities Act (including, without limitation, because of a withdrawal of such registration statement by the Selling Stockholders prior to the effectiveness thereof pursuant to Section 1.1(b) hereof), (ii) if, after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the Commission or any other Governmental Authority, and the result of such interference is to prevent the Selling Stockholders from disposing of more than one-third of the Eligible Securities proposed to be sold in accordance with the intended methods of disposition or the Company exercises its rights under Section 1.4 and the result is a delay in the proposed distribution of any Eligible Securities in excess of 120 days and the Selling Stockholders determine not to sell Eligible Securities pursuant to such registration as a result of such delay, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Selling Stockholders holding two-thirds of the Eligible Securities that were to have been sold thereunder, other than as a result of any breach by any Selling Stockholder or any underwriter of its obligations thereunder or hereunder. (d) Registration Statement Form. Registration statements filed under this Section 1.1 shall be on such form of the Commission as shall be selected by the Company, and as shall permit the disposition of the subject Eligible Securities for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders. The Selling Stockholders may propose that the Company include in a registration statement additional information or material specified by any Selling Stockholder and the Company shall make a good faith determination whether to include such information or material in such registration statement. (e) Expenses. Except as otherwise provided herein, the Company shall pay all Registration Expenses in connection with any registration requested pursuant to this Section 1.1 and shall pay such other expenses if and to the extent required by Section 2.5 of the Amended and Restated Stockholders' Agreement. (f) Selection of Underwriters. If a registration pursuant to this Section 1.1 relates to an underwritten offering, the managing or lead underwriter or underwriters shall be an underwriter or underwriters of internationally recognized standing selected by the Selling Stockholders holding a majority of the Eligible Securities proposed to be registered, with the approval of the Company, which approval shall not be unreasonably withheld. (g) Priority in Requested Registrations. If a registration pursuant to this Section 1.1 involves an underwritten offering, and the managing or lead underwriter or underwriters shall 3 advise the Selling Stockholders in writing (a copy of which shall be provided to the Company by the Selling Stockholders) that, in its or their opinion, the number of securities requested to be included in such registration by the Selling Stockholders, the Company and any other Person exceeds the number which can be sold in such offering within a price range acceptable to the Selling Stockholders, the Company shall include in such registration the number of securities that the Selling Stockholders are so advised can be sold in such offering, as follows: (i) (A) if the registration is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, unless the Company exercises its option described in clause (ii) below, (w) first, the Eligible Securities proposed to be included by the Selling Stockholders, (x) second, so long as the Cable Partner Registration Rights Agreement is in effect, any securities requested to be included in such registration by the Cable Partners, (y) third, the securities requested to be included in such registration by the Company, unless otherwise provided in an agreement between the Company and another Person or Persons, and (z) fourth, the securities of any other Person or Persons proposed to be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the respective agreements into which such Persons and the Company have entered, or (B) if the registration is not effected during the CP Preference Period or does not involve the sale of Sprint PCS Stock, unless the Company exercises its option described in clause (ii) below, (x) first, the Eligible Securities proposed to be included by the Selling Stockholders, (y) second, the securities requested to be included in such registration by the Company and, so long as the Cable Partner Registration Rights Agreement is in effect and the offering involves the issuance of Sprint PCS Stock, the Cable Partners, unless otherwise provided in an agreement between the Company and another Person or Persons, and (z) third, the securities of any other Person or Persons proposed to be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the respective agreements into which such Persons and the Company have entered (provided, however, in the case of this clause (B) if the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of PCS Stock proposed to be included in such registration by the Company, the proceeds with respect to which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority), or (ii) at the option of the Company, (x) first, the Eligible Securities proposed to be included by the Selling Stockholders and the securities requested to be included in such registration by the Company and, so long as the Cable Partner Registration Rights Agreement is in effect and the offering involves the sale of Sprint PCS Stock, the Cable Partners, each pro rata in accordance with the number of Eligible Securities proposed to be included by the Selling Stockholders and the number of securities so proposed to be included by the Company and, if applicable, the Cable Partners, respectively, and (y) second, the securities of any other Person or Persons proposed to be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the respective agreements into which such Persons and the Company have entered, provided, if the Company selects the option set forth in clause (ii), such registration shall not count toward the maximum number of registrations provided in Section 1.1(a)(ii) if due to the Company's (and, if applicable, the Cable Partners') participation on a pro rata basis with the Selling Stockholders, the managing or lead underwriter 4 or underwriters determines in its good faith judgment that the number of securities requested to be included in such registration by the Selling Stockholders, the Company and, if applicable, the Cable Partners exceeds the number which can be sold in such offering within a price range acceptable to the Selling Stockholders. (h) Inconsistent Rights. The Company shall not grant to any holder of its securities any registration rights inconsistent with the provisions of this Section 1.1. Section 1.2. Incidental Registration. (a) Right to Include Eligible Securities. If the Company at any time proposes to register any shares of its Common Stock, Series 1 FON Stock (including Series 2 FON Stock that, upon such distribution would convert into Series 1 FON Stock), Series 1 PCS Stock (including Series 2 PCS Stock that, upon such distribution would convert into Series 1 PCS Stock) or other common equity securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan or a dividend reinvestment and stock purchase plan, and other than pursuant to Section 1.1) for sale pursuant to an underwritten public offering or other similarly organized selling effort, whether or not for sale for its own account, the Company shall give prompt written notice to each holder of Eligible Securities of its intention to do so and of the rights of such holders under this Section 1.2. Upon the written request of any holder of Eligible Securities made within 30 days after the delivery of any such notice (which request shall specify the Eligible Securities intended to be disposed of by any holder thereof), the Company shall use its reasonable efforts to effect the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Stockholders, to the extent required to permit the disposition for cash (in accordance with the intended methods thereof specified by the Selling Stockholders, which method of disposition shall be in accordance with United States securities laws) of the Eligible Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Selling Stockholder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Eligible Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel to the Selling Stockholders (excluding the portion of any fees determined pursuant to the German Fee Regulations) unless the Company effects a similar registration to which Sections 1.1 or 1.2 applies within 270 days of the Company's election not to register), without prejudice, however, to the rights of the holders of Eligible Securities (including the Selling Stockholders) to request that such registration be effected as a registration under Section 1.1, and (ii) in the case of a determination to delay registering, the Company may delay registering any Eligible Securities for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.1. 5 (b) Priority in Incidental Registrations. If a registration pursuant to this Section 1.2 involves an underwritten offering, and the managing or lead underwriter or underwriters shall advise the Company in writing (a copy of which shall be provided by the Company to each Person requesting registration of Eligible Securities or other securities of the Company), that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Company, the Company shall include in such registration, up to the number of securities that the Company is so advised can be sold in such offering: (i) if the registration is a primary registration on behalf of the Company which is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, (w) first, the securities proposed to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement (if then in effect), (x) second, the securities proposed to be included by the Company, (y) third, the Eligible Securities requested to be included in such registration by the Selling Stockholders and (z) fourth, the securities of other Persons requested to be included in such registration; (ii) if the registration is a primary registration on behalf of the Company which is effected after the CP Preference Period or does not involve the sale of Sprint PCS Stock, (x) first, the securities proposed to be included by the Company, (y) second, the Eligible Securities proposed to be included in such registration by the Selling Stockholders and, if the registration involves the sale of Sprint PCS Stock, the securities requested to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement each pro rata in accordance with the number of Eligible Securities so proposed to be included (if then in effect), and (z) third, the securities of other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered (provided, however, that if the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of PCS Stock proposed to be included in such registration by the Company, the proceeds with respect to which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority); and (iii) if the registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities which is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, (w) first, the securities proposed to be included by such other Person or Persons, (x) second, the securities proposed to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement (other than the Cable Partner or Cable Partners, if any, which initiated such secondary registration), (y) third, the securities of the Company and the Eligible Securities requested to be included in such registration by the Selling Stockholders, each pro rata in accordance with the number of securities proposed to be registered by the Company and the number of Eligible Securities so requested to be included, respectively, and (z) fourth, the securities of any other Persons 6 requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered; and (iv) if the registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities which is effected after the CP Preference Period or does not involve the sale of Sprint PCS Stock, (w) first, the securities proposed to be included by such other Person or Persons, (x) second, if such party exercising demand registration rights is a Cable Partner, then any other Cable Partners exercising incidental registration rights pursuant to the Cable Partner Registration Rights Agreement, (y) third, the securities of the Company, the Eligible Securities requested to be included in such registration by the Selling Stockholders and, if the registration involves the sale of Sprint PCS Stock but the party exercising demand registration rights is not a Cable Partner, the securities requested to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement, each pro rata in accordance with the number of securities proposed to be registered by the Company and the number of Eligible Securities and other securities so requested to be included, respectively, and (z) third, the securities of any other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered; (provided, however, that if the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of PCS Stock proposed to be included in such registration by the Company, the proceeds with respect to which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority). Notwithstanding the aforesaid, if at any time the Company proposes to effect a registration under this Section 1.2 the Selling Stockholders are entitled to effect a disposition of Eligible Securities pursuant to Rule 144(k) (or any successor provision) under the Securities Act, the aforesaid priorities shall be changed so that the Eligible Securities proposed to be included by the Selling Stockholders shall have the lowest priority of all securities proposed to be registered in such registration. (c) Inconsistent Rights. The Company shall not grant to any holder of its securities any registration rights inconsistent with the provisions of this Section 1.2. (d) Expenses. Except as otherwise provided in this Agreement, the Company shall pay all Registration Expenses in connection with any registration requested pursuant to this Section 1.2. (e) Selection of Underwriters. If an incidental registration pursuant to this Section 1.2 involves an underwritten offering, the managing or lead underwriter or underwriters shall be selected by the Company, unless otherwise provided in an agreement between the Company and another Person or Persons. 7 Section 1.3 Registration Procedures. If and whenever the Company is required to use its reasonable efforts to effect the registration of any Eligible Securities under the Securities Act as provided in Sections 1.1 and 1.2, the Company shall as expeditiously as possible: (a) prepare and as soon thereafter as possible file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable efforts to cause such registration statement to become effective, provided that before filing such registration statement or any amendments thereto, the Company shall furnish to the counsel to the Selling Stockholders copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective for a period of either (i) not less than 120 days (subject to extension pursuant to the last paragraph of this Section 1.3) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of securities by an underwriter or dealer; or (ii) such shorter period as is required for the disposition of all of the securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period of effectiveness required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; (c) furnish to each seller of securities covered by such registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents in order to facilitate the disposition of such securities owned by such seller in accordance with such seller's intended method of disposition, as such seller may reasonably request, but only during such time as the Company shall be required under the provisions hereof to cause such registration statement to remain current; (d) use its reasonable efforts to register or qualify securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions in the United States of the securities owned by such seller, 8 provided that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify but for the requirements of this subsection (d), (ii) consent to general service of process in any such jurisdiction, (iii) subject itself to taxation in any such jurisdiction or (iv) conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction; (e) use its reasonable efforts to cause all securities covered by such registration statement to be registered with or approved by such other United States Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the sellers to consummate the disposition thereof; (f) use its reasonable efforts to furnish to each Selling Stockholder a signed counterpart, addressed to such Selling Stockholder (and the underwriters, if any), of (i) an opinion of counsel for the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such Selling Stockholder, and (ii) a "comfort" letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such Selling Stockholder, signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities; (g) furnish to each such Selling Stockholder at least five Business Days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus (other than any amendment or supplement in the form of a filing which the Company is required to make pursuant to the Exchange Act) and not file any such amendment or supplement to which any such Selling Stockholder shall have reasonably objected on the grounds that, in the opinion of counsel to such Selling Stockholder, such amendment or supplement does not comply in all material respects with the requirements of the Securities Act; (h) notify each Selling Stockholder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration 9 statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such Selling Stockholder promptly prepare and furnish to such Selling Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (i) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months beginning after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (j) use its reasonable efforts to provide customary assistance to the underwriters in their selling efforts and presentations to prospective investors; and (k) use its reasonable efforts to cause all such Eligible Securities covered by such registration statement to be listed on a national securities exchange or on the National Association of Securities Dealers, Inc. National Market System (if such Eligible Securities are not already so listed), and on each other securities exchange on which similar securities issued by the Company are then listed, if the listing of such Eligible Securities is then permitted under the rules of such exchange. The Company may require each Selling Stockholder to furnish the Company in writing for inclusion in the registration statement such information regarding such Selling Stockholder and the distribution of such Eligible Securities being sold as the Company may from time to time reasonably request. Each Selling Stockholder agrees by becoming a holder of Eligible Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (h) of this Section 1.3, such Selling Stockholder shall forthwith discontinue such Selling Stockholder's disposition of Eligible Securities pursuant to the registration statement relating to such Eligible Securities until such Selling Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (h) of this Section 1.3 and, if so directed by the Company, such Selling Stockholder shall use its reasonable efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Selling Stockholder's possession, of the prospectus relating to such Eligible Securities current at the time of receipt of such notice. If the Company shall give any such notice, the applicable time period mentioned in subsection (b) of this Section 1.3 during which a registration statement is to remain effective shall be extended by the number of days during the period from 10 and including the date of the giving of such notice pursuant to subsection (h) of this Section 1.3, to and including the date when each Selling Stockholder shall have received the copies of the supplemented or amended prospectus contemplated by subsection (h) of this Section 1.3. Section 1.4. Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Eligible Securities pursuant to a registration statement for a period of 270 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Eligible Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests, provided that the Company shall have no right to delay the filing of a registration statement or the selling of Eligible Securities if at any time during the twelve months preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Eligible Securities pursuant to Section 1.1(a) or the selling of Eligible Securities pursuant to a registration statement filed in accordance with Section 1.1(a). (b) The Company shall have no obligation to include in any notice contemplated by Section 1.4(a) any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel for the Selling Stockholders (excluding the portion of any fees determined pursuant to the German Fee Regulations) with respect to any registration of Eligible Securities or sales thereof that has been delayed for more than 90 days pursuant to this Section 1.4, unless the Company effects a similar registration to which Section 1.1 or 1.2 applies within 270 days of the first delivery of a notice contemplated by Section 1.4(a). Section 1.5. Underwritten Offerings. (a) Requested Underwritten Offerings. If requested by the underwriters of any underwritten offering of Eligible Securities pursuant to a registration requested under Section 1.1, the Company shall enter into an underwriting agreement with such underwriters for such offering. Such agreement shall be reasonably satisfactory in substance and form to each Selling Stockholder, the Company and the underwriters and shall contain representations, warranties, indemnities and agreements customarily included by an issuer in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 1.7. The Selling Stockholders shall be parties to such underwriting agreement and may, at their option, require 11 that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Selling Stockholders. (b) Incidental Underwritten Offerings. If the Company at any time proposes to register any of its Common Stock, Series 1 FON Stock (including Series 2 FON Stock that, upon such distribution would convert into Series 1 FON Stock), Series 1 PCS Stock (including Series 2 PCS Stock that, upon such distribution would convert into Series 1 PCS Stock) or other common equity securities under the Securities Act as contemplated by Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by the Selling Stockholders as provided in Section 1.2 and subject to the provisions of Section 1.2(b), use its reasonable efforts to arrange for such underwriters to include those Eligible Securities designated by the Selling Stockholders among the securities to be distributed by such underwriters. The Selling Stockholders shall be parties to the underwriting agreement between the Company and such underwriters. (c) Holdback Agreements. (i) Each holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force), during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 with respect to which such holder has a right to participate has become effective, except as part of such underwritten registration. (ii) The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, except as part of such underwritten registration and except pursuant to (v) registrations on Form S-4 or S-8, or any successor or similar forms thereto or otherwise pursuant to a dividend reinvestment plan or a dividend reinvestment and stock purchase plan; (w) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (x) any other agreement to issue equity securities or securities convertible into or exchangeable or exercisable for any of such securities in effect on the date the Selling Stockholders deliver to the Company the request to register, or include in a registration, Eligible Securities under Section 1.1 or Section 1.2, as the case may be; (y) any acquisition or similar transaction; and (z) any dividend reinvestment plan or employee benefit plan (if necessary for such plan to fulfill its funding obligations in the ordinary course). Section 1.6. Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement in which the Selling Stockholders include Eligible Securities in such registration, the Company shall (a) give the Selling Stockholders, their underwriters, if any, and their respective advisors and counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or 12 supplement thereto (other than any amendment or supplement in the form of a filing which the Company is required to make pursuant to the Exchange Act), (b) give the Selling Stockholders and their respective advisors and counsel such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Selling Stockholders' counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and (c) consult with the Selling Stockholders concerning the selection of underwriter's counsel for such offering and registration. Section 1.7. Indemnification. (a) Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act pursuant to Section 1.1 or 1.2, the Company shall, and hereby does, indemnify and hold harmless each Selling Stockholder, its directors, officers, employees, agents and advisors, and each other Person, if any, who controls such Selling Stockholder within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which each such Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained (x) in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto, or (y) in any application or other document or communication (in this Section 1.7 collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the "blue sky" or securities laws thereof, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such Person for any reasonable legal or any other expenses (excluding the portion of any legal fees determined pursuant to the German Fee Regulations) incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by any Selling Stockholder or, in the case of a registration under Section 1.1 hereof, any underwriter specifically for use in the preparation thereof and provided, further, that the Company shall not 13 be liable to any Person who participates as an underwriter (other than the Selling Stockholders insofar as they may be deemed underwriters within the meaning of the Securities Act) in any such registration or any other Person who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the securities to such Person if such statement or omission was timely corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Person and shall survive the transfer of such securities by such Person. The Company shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified in respect of a claim for each jurisdiction in which such counsel is required unless a conflict of interest exists between such indemnified party and any other indemnified party in respect of such claim. (b) Indemnification by the Selling Stockholders. The Company may require, as a condition to including any Eligible Securities held by a Selling Stockholder in any registration statement filed pursuant to Sections 1.1 and 1.2, that the Company shall have received an undertaking satisfactory to it from such Selling Stockholder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this Section 1.7) the Company, each director, officer, employee, agent and advisor of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any application, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Selling Stockholder specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or such application. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent, advisor or controlling Person and shall survive the transfer of such securities by such Selling Stockholder. The indemnity provided by each Selling Stockholder under this Section 1.7(b) shall be only with respect to its own misstatements and omissions and not with respect to those of any other seller or prospective seller of securities, and not jointly and severally, and shall be limited in amount to the net amount of proceeds received by such Selling Stockholder from the sale of Eligible Securities pursuant to such registration statement. (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 1.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of 14 such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 1.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, if the indemnifying party is entitled to do so hereunder, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (d) Other Remedies. If for any reason the indemnity set forth in the preceding subsections of this Section 1.7 is unavailable, or is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the offering of securities and the statements or omissions or alleged statements or omissions which resulted in such loss, claim, damage, or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions. No party shall be liable for contribution under this subsection (d) except to the extent and under such circumstances as such party would have been liable to indemnify under this Section 1.7 if such indemnification were enforceable under applicable law. Section 1.8. Effect of Other Agreements Among the Parties Hereto. Nothing in this Agreement shall be construed to alter in any manner whatsoever any rights or obligations of the Company, FT, DT, any Qualified Subsidiary or any Qualified Stock Purchaser contained in any other agreement among such Persons entered into concurrently herewith, including, but not limited to, the restrictions on transfer of shares of capital stock of the Company contained in Article II of the Amended and Restated Stockholders' Agreement and the provisions of Section 7.5(a) of the Amended and Restated Stockholders' Agreement. In addition, any sales of Eligible Securities made pursuant to this Agreement shall be effected only in strict accordance with Article II and Section 7.5(a) of the Amended and Restated Stockholders Agreement. 15 Section 2. Definitions. Capitalized terms used herein and not defined in this Section 2 shall have the meanings set forth in the Amended and Restated Stockholders' Agreement, dated as of __________, 1998, by and among FT, DT and the Company. As used herein, the following terms have the following respective meanings: Commission: The Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. CP Preference Period: The period beginning on the CP Registration Rights Commencement Date and ending on the earlier of (i) the date upon which the Cable Partners have completed registered public offerings of Registrable Securities (as defined in the Cable Partner Registration Rights Agreement) with an aggregate public offering price for such Registrable Securities of $2,000,000,000 or (ii) the date which is 12 months after the CP Registration Rights Commencement Date. CP Registration Rights Commencement Date: (i) if the IPO (as defined in the FT/DT Restructuring Agreement) is consummated concurrently with the CP Closing, the date that is 180 days following the CP Closing, (ii) if the IPO is not consummated concurrently with the CP Closing but is consummated within 120 days of the CP Closing, the date that is the later of the ninetieth day following the IPO or 180 days following the CP Closing, or (iii) if the IPO is not consummated concurrently with the CP Closing or within 120 days thereafter, the date that is the 180th day following the CP Closing, unless any Cable Partner shall decide to exercise one of its rights to a demand registration after such 120th day following the CP Closing but prior to such 180th day following the CP Closing, in which case it shall be the date the demand notice is given pursuant to the Cable Partner Registration Rights Agreement. CP Secondary Preference Period: The period ending on the earlier of (i) the fourth anniversary of the CP Registration Rights Commencement Date or (ii) the date upon which the Cable Partners have completed registered public offerings of Registrable Securities with an aggregate public offering price for such Registrable Securities of $3,000,000,000. Eligible Securities: (a) shares of Non-Class A Common Stock held by a party to this Agreement (other than the Company) acquired prior to the conversion of all shares of Class A Stock into shares of Non-Class A Common Stock, or termination of the Fundamental Rights, in each case pursuant to ARTICLE SIXTH, Section 8.5 of the Articles and without violating Article 2 of the Amended and Restated Standstill Agreement; (b) shares of Non-Class A Common Stock into which shares of Class A Stock held by a party to this Agreement (other than the Company) may be converted, provided that for all purposes under this Agreement, the holders of such shares of Class A Stock shall be deemed to be the holders of such shares of Non-Class A Common Stock into which such shares of Class A Stock may be converted; and (c) any securities issued or issuable with respect to such Class A Stock or such Non-Class A Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular 16 Eligible Securities, once issued such securities shall cease to be Eligible Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of, (ii) they shall have been distributed to the public pursuant to Rule 144 (or any successor provisions) under the Securities Act, (iii) they shall have been otherwise transferred (except transfers to a Qualified Subsidiary or Qualified Stock Purchaser), new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any state securities or blue sky law then in force, or (iv) they shall have ceased to be outstanding. Exchange Act: The Securities Exchange Act of 1934, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. German Fee Regulations: The Bundesgebuhrenordnung fur Rechtsanwalte vom 26. Juli 1957 (BGBl) I S. 907 (as it or any successor provision may be in effect from time to time). PCS Group: The meaning set forth in the Articles. Registration Expenses: All expenses incident to the Company's performance of or compliance with Sections 1.1, 1.2 and 1.3 hereof, including, without limitation, (a) all registration, filing and NASD fees, (b) all fees and expenses of complying with securities or blue sky laws, (c) all word processing, duplicating and printing expenses, (d) messenger and delivery expenses, (e) the reasonable fees and disbursements of counsel for the Company (excluding the portion of any fees determined pursuant to the German Fee Regulations) and of its independent public accountants, including the expenses of any "comfort" letters required by or incident to such performance and compliance, (f) premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Eligible Securities being registered (if the Company elects to obtain any such insurance), and (g) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions, provided, that (i) except as otherwise specifically provided herein, fees and disbursements of counsel to one or more Selling Stockholders and (ii) transfer taxes shall not be included as Registration Expenses and shall not be paid by the Company. Securities Act: The Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Selling Stockholders: Holders of Eligible Securities that with respect to a particular registration have delivered to the Company a request to register, or include in a registration, Eligible Securities held by them under Section 1.1 or Section 1.2 of this Agreement. In addition, as used herein, the term "Cable Partners" shall have the meaning given to such term in the FT/DT Restructuring Agreement, and the term "Cable Partner Registration 17 Rights Agreement" shall mean the Registration Rights Agreement dated as of __________, 1998 among the Company and the Cable Partners. Section 3. Miscellaneous. Section 3.1. Rule 144. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, shall, upon the request of any holder of Eligible Securities, make publicly available other information) and shall take such further action as any holder of Eligible Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Eligible Securities without registration under the Securities Act pursuant to (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Eligible Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements. Section 3.2. Additional Parties. Upon the Transfer of any shares of Class A Stock to a Qualified Subsidiary or Qualified Stock Purchaser in accordance with the terms of the Amended and Restated Stockholders' Agreement, such Qualified Subsidiary or Qualified Stock Purchaser shall become a party to this Agreement by agreeing in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption in the form of Exhibit B to the Amended and Restated Stockholders' Agreement, in the case of a Qualified Subsidiary, or an instrument of assumption in the form of Exhibit C to the Amended and Restated Stockholders' Agreement, in the case of a Qualified Stock Purchaser, and shall thereby be deemed a holder of Eligible Securities for the purposes of this Agreement. Section 3.3. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Group Executive Vice President Resources Tel: (33-1) 44-44-84-72 Fax: (33-1) 44-44-01-51 with a copy to: 6 place d'Alleray 75505 Paris Cedex 15 France 18 Attn: General Counsel Tel: (33-1) 44-44-84-76 Fax: (33-1) 44-12-40-35 with a copy to: Shearman & Sterling 599 Lexington Avenue New York, New York 10022 U.S.A. Attn: Alfred J. Ross, Jr., Esq. Tel: (212) 848-4000 Fax: (212) 848-8434 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Attn: Chief Executive Officer Tel: 49-228-181-9000 Fax: 49-228-181-8970 with a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 U.S.A. Attn: Robert P. Davis, Esq. Tel: (212) 225-2000 Fax: (212) 225-3999 Company: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 19 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The parties to this Agreement shall promptly notify each other in the manner provided in this Section 3.3 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 3.4. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the parties hereto. No failure or delay of any party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 3.5. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Except as set forth herein and by operation of law, no party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of each other party to this Agreement. Nothing expressed or implied herein is intended or shall be construed to confer upon or give to any third party any rights or remedies by virtue hereof. Section 3.6. Governing Law; Dispute Resolution; Equitable Relief. (A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (B) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF 20 NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, AND EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 3.3. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (C) EACH PARTY HERETO AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES HERETO FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES 21 THE OTHER PARTIES HERETO MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY HERETO AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 3.7. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party hereto waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted to the extent permitted by applicable law rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. Section 3.8. Translation. The parties have negotiated this Agreement in the English language, and have prepared successive drafts and the definitive text of this Agreement in the English language. For purposes of complying with the loi (degree)n 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The parties deem the French and English versions of this Agreement to be equally authoritative. Section 3.9. Table of Contents; Headings; Counterparts. The table of contents and the headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 3.10. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Section 3.11. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court described in Section 3.6, from service of 22 process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. P. 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 3.12. Currency. All amounts payable under this Agreement shall be payable in U.S. dollars. 23 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written. SPRINT CORPORATION By:_________________________ Name: Title: FRANCE TELECOM S.A. By:_________________________ Name: Title: DEUTSCHE TELEKOM AG By:_________________________ Name: Title: 24 EX-99.3 4 Exhibit 3 AMENDED AND RESTATED STANDSTILL AGREEMENT ----------------------------------------- THIS AMENDED AND RESTATED STANDSTILL AGREEMENT (this "Agreement") dated as of _______ __, 1998 by and among SPRINT CORPORATION, a corporation formed under the laws of Kansas ("Sprint"), FRANCE TELECOM S.A., a societe anonyme formed under the laws of France ("FT"), and DEUTSCHE TELEKOM AG, an Aktiengesellschaft formed under the laws of Germany ("DT"); R E C I T A L S --------------- WHEREAS, Sprint, FT and DT entered into an Investment Agreement dated as of July 31, 1995, as amended (the "Investment Agreement"), pursuant to which FT and DT purchased shares of capital stock of Sprint; WHEREAS, as a condition to Sprint's entering into the Investment Agreement, Sprint, FT and DT entered into a Standstill Agreement dated as of July 31, 1995, which agreement was amended on June 24, 1997 (as so amended, the "Original Standstill Agreement"); WHEREAS, Sprint, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998, (the "FT/DT Restructuring Agreement"), which contemplates, among other things, the purchase by FT and DT of shares of PCS Common Stock -- Series 3, par value $ per share, of Sprint; WHEREAS, as a condition precedent to and in consideration of the transactions contemplated in the FT/DT Restructuring Agreement, Sprint, FT and DT are required to enter into this Agreement and in reliance thereon Sprint, FT and DT have entered into the FT/DT Restructuring Agreement; NOW, THEREFORE, in consideration of these premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of FT, DT and Sprint (each a "Party" and collectively the "Parties"), intending to be legally bound, hereby agree that the Original Standstill Agreement is hereby amended and restated in its entirety as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION Section 1.1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings specified below: "Acquisition Proposal" shall mean any proposal involving a transaction of the kind described in Section 8.6 of ARTICLE SIXTH of Sprint's Articles. "Affiliate" shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person, provided that (a) no JV Entity shall be deemed an Affiliate of any Party unless (i) FT, DT and Atlas own a majority of the Voting Power of such JV Entity and Sprint does not have the Tie-Breaking Vote (as defined in Section 18.1 of the Joint Venture Agreement), (ii) FT, DT or Atlas has the Tie-Breaking Vote or (iii) FT, DT or any of their Affiliates cause such JV Entity to acquire Beneficial Ownership of any Sprint equity securities; (b) FT, DT and Sprint shall not be deemed Affiliates of each other; (c) Atlas shall be deemed an Affiliate of FT and DT; and (d) the term "Affiliate" shall not include any Government Affiliate. "Aggregate Foreign Ownership Limitation" shall mean the maximum aggregate percentage of equity interests of Sprint that may be Owned of Record or Voted by Aliens under Section 310(b)(4) of the Communications Act, without such ownership or voting resulting in the possible loss, or possible failure to secure the renewal or reinstatement, of any license or franchise of any Governmental Authority held by Sprint or any of its Affiliates to conduct any portion of the business of Sprint or such Affiliate, as such maximum aggregate percentage may be increased from time to time by amendments to such section or by waivers granted to Sprint by the FCC or by other determinations of the FCC, provided that if Section 310(b)(4) is repealed or otherwise made inapplicable to the ownership of Sprint capital stock by FT and DT, there shall be no Aggregate Foreign Ownership Limitation. "Amended and Restated Stockholders' Agreement" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Amended Other Agreements" shall mean the FT/DT Restructuring Agreement, the Amended and Restated Stockholders' Agreement, the Amended and Restated Registration Rights Agreement (as defined in the Amended and Restated Stockholders' Agreement), and the Amended and Restated Confidentiality Agreements (as defined in the Amended and Restated Stockholders' Agreement). "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, shall mean any Person which: -2- (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing), including pursuant to the FT/DT Restructuring Agreement and the Amended and Restated Stockholders' Agreement, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (b) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date hereof but including all such securities which a Person has the right to acquire beneficial ownership of, whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof), provided that (i) Class A Common Stock, Sprint FON Stock and Sprint PCS Stock held by one of FT or DT or its Affiliates or Associates shall not also be deemed to be Beneficially Owned by the other of FT or DT or its Affiliates or Associates; (ii) Sprint FON Stock and Sprint PCS Stock shall not be deemed to be Beneficially Owned by FT, DT or their Affiliates or Associates by virtue of the top up rights and standby commitments granted under the Purchase Rights Agreement except to the extent that FT, DT or their Affiliates or Associates have (A) acquired shares of Sprint FON Stock or Sprint PCS Stock pursuant to the Purchase Rights Agreement, or (B) become irrevocably committed to acquire, and the Cable Partners have become irrevocably committed to sell, shares of Sprint FON Stock or Sprint PCS Stock pursuant to the Purchase Rights Agreement (with such Beneficial Ownership to be determined on a full-voting basis), subject only to customary closing conditions, if any; and (iii) FT, DT and their Affiliates and Associates shall not be deemed to Beneficially Own any incremental Voting Power resulting solely from the increase in Voting Power provided for by the application of Section 7.5(d) of the Articles. "Cable Partners" means Tele-Communications, Inc., Comcast Corporation, and Cox Communications, Inc., and any of their respective successors (by merger, consolidation, transfer or otherwise) to all or substantially all of their respective businesses or assets. "Class A Common Stock" shall mean the Class A Common Stock, par value U.S. $2.50 per share, of Sprint. -3- "Class A Stock" shall mean the Class A Common Stock, the Series 3 FON Stock and the Series 3 PCS Stock. "Communications Act" shall mean the United States Communications Act of 1934 and the rules and regulations thereunder. "Control" (including, with its correlative meanings, "Controlled by" and "under common Control with") shall mean, with respect to a Person or Group: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 50 percent of the Voting Power of the entity in question; or (b) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "CP Closing" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "DT" shall have the meaning set forth in the introductory paragraph of this Agreement. "FT" shall have the meaning set forth in the introductory paragraph of this Agreement. "FT/DT Restructuring Agreement" means the Master Restructuring and Investment Agreement dated as of May 26, 1998 by and among Sprint, FT and DT. "Government Affiliate" shall mean any Governmental Authority of France or Germany or any other Person Controlled, directly or indirectly (other than by virtue of a government's inherent regulatory or statutory powers to control persons or entities within its jurisdiction), by any such Governmental Authority, provided that FT, DT, Atlas and any other Person directly, or indirectly through one or more intermediaries, Controlled by FT, DT or Atlas shall not be Government Affiliates. "Group" shall mean any group within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the date hereof. "Initial Percentage Limitations" shall have the meaning set forth in Section 2.1(a)(i), as adjusted pursuant to Section 2.2(a). "Initial Standstill Period" shall have the meaning set forth in Section 2.1(a)(i). -4- "Largest Other Holder" shall mean the Other Holder, if any, who Beneficially Owns a larger percentage of the Outstanding Sprint Voting Securities than any other Person, provided that, for purposes of this definition, FT, DT, their Affiliates and Associates and Qualified Stock Purchasers shall be considered a single Person. "Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Other Holder" shall mean any Person other than (i) FT, DT, any of their respective Affiliates or Associates or any Qualified Stock Purchaser, (ii) Sprint, (iii) any Subsidiary of Sprint, (iv) any employee benefit plan of Sprint or of any Subsidiary of Sprint, or (v) any Person organized, appointed or established by Sprint or any Subsidiary of Sprint for or pursuant to the terms of any such plan. "Outstanding Sprint FON Stock" shall mean the shares of Sprint FON Stock outstanding as of any particular date, plus (i) all shares of Sprint FON Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the FT/DT Restructuring Agreement and the Amended and Restated Stockholders' Agreement, and (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group. "Outstanding Sprint PCS Stock" shall mean the shares of Sprint PCS Stock outstanding as of any particular date, plus (i) all shares of Sprint PCS Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement, plus (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group as of such date. "Outstanding Sprint Voting Securities" shall mean (i) the Sprint Voting Securities outstanding as of any particular date, plus (ii) all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement. "Owned of Record or Voted by" shall have the meaning specified in Section 310(b)(4) of the Communications Act and published interpretations thereof by the FCC and the U.S. federal courts. -5- "Percentage Limitations" shall have the meaning set forth in Sections 2.1(a)(i) and 2.1(a)(ii), each as adjusted pursuant to Section 2.2(a). "Percentage Limitation Adjustment Event" shall mean the acquisition by an Other Holder of Beneficial Ownership of Outstanding Sprint Voting Securities in excess of the applicable Percentage Limitations as reflected in clause (A) of Section 2.1(a)(i) or clause (A) of Section 2.1(a)(ii), as the case may be, unless any of FT, DT or any Qualified Subsidiary shall have breached any of the provisions of Section 3.1 or 3.2 of this Agreement or any corresponding provision of any Qualified Subsidiary Standstill Agreement and such breach resulted in, or was intended to facilitate, such Other Holder's acquisition of Beneficial Ownership of Outstanding Sprint Voting Securities in excess of such applicable Percentage Limitations. "Percentage Ownership Interest" shall mean, with respect to any Person, that percentage of the Voting Power of Sprint represented by Votes associated with the Sprint Voting Securities owned of record by such Person or by its nominees. "Purchase Rights Agreement" shall mean the Top Up Rights Agreement dated as of May 26, 1998 among FT, DT, Sprint and the Cable Partners as in effect on such date. "Qualified Stock Purchaser Standstill Agreement" shall mean a Standstill Agreement in form and substance satisfactory to Sprint, FT and DT. "Qualified Subsidiary Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit A. "Recapitalization" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Record Date Period" shall mean a period of ten Trading Days beginning on the ninth Trading Day (as defined in the Amended and Restated Stockholders' Agreement) before a record date for a meeting of Sprint's stockholders or for the payment of dividends and ending on (and including) such record date (which shall be a Trading Day). "Related Company" shall mean any Person not Controlled by FT or DT, but in which FT, DT and their respective Affiliates and Associates, individually or in the aggregate, directly or indirectly through one or more intermediaries, own securities entitling them to exercise in the aggregate more than 35 percent of the Voting Power of such Person. "Series 1 FON Stock" shall mean the FON Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created in connection with the Recapitalization. "Series 1 PCS Stock" shall mean the PCS Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. -6- "Series 2 FON Stock" shall mean the FON Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 2 PCS Stock" shall mean the PCS Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 3 FON Stock" shall mean the FON Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 3 PCS Stock" shall mean the PCS Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Sprint" shall have the meaning set forth in the introductory paragraph of this Agreement. "Sprint FON Common Stock" shall mean (i) prior to the Recapitalization, the Common Stock, par value U.S. $2.50 per share, of Sprint, and (ii) following the Recapitalization, the Series 1 FON Stock and the Series 2 FON Stock. "Sprint FON Stock" shall mean the Sprint FON Common Stock and the Series 3 FON Stock. "Sprint PCS Common Stock" shall mean the Series 1 PCS Stock and the Series 2 PCS Stock. "Sprint PCS Preferred Stock" shall mean the Preferred Stock - -- Series 7, no par value, of Sprint, which is to be created prior to the CP Closing. "Sprint PCS Stock" shall mean the Sprint PCS Common Stock, the Sprint PCS Preferred Stock and the Series 3 PCS Stock. "Sprint Rights Plan" shall mean the Rights Agreement dated as of June 9, 1997, as amended, between Sprint and UMB Bank, n.a., as rights agent. "Sprint Voting Securities" shall mean the Sprint FON Common Stock, the Sprint PCS Common Stock, the Sprint PCS Preferred Stock, the Class A Stock and any other securities of Sprint having the right to Vote. "Strategic Investor" shall mean any Person which owns directly any equity interests in a Qualified Subsidiary, other than FT, DT, any wholly owned Subsidiary of FT or DT or a Passive Financial Institution. "Strategic Investor Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit B. -7- "Subsequent Percentage Limitations" shall have the meaning set forth in Section 2.1(a)(ii), as adjusted pursuant to Section 2.2(a). "Vote" shall mean, as to any entity, the ability to cast a vote at a stockholders' or comparable meeting of such entity with respect to the election of directors or other members of such entity's governing body, provided that: (i) with respect to Sprint only, the term "Vote" shall mean the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of Sprint; (ii) with respect to Sprint only, the term "Vote" shall include the aggregate number of Votes represented by all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates Beneficially Owns or is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement; (iii) except as set forth in clause (iv) of this definition, with respect to Sprint only, in determining the number of Votes outstanding at any date and/or represented by any Sprint Voting Securities at any date, a record date for determining the stockholders entitled to vote shall be deemed to have been set by the Board of Directors of Sprint on each such date and accordingly the number of Votes represented by the Sprint PCS Stock on any given date shall be deemed to have been adjusted in the manner provided in Section 3.2 of Article SIXTH of the Articles as if such date were a record date for determining the stockholders entitled to vote; and (iv) notwithstanding clause (iii) of this definition, during a Record Date Period, the number of Votes outstanding at any date from and including the first day of such period and to and including the last day of such period and/or represented by any Sprint Voting Securities at any date during such period shall be determined in the manner provided in Section 3.2 of Article SIXTH with respect to the record date occurring on the last day of such Record Date Period including, in the case of a record date for the payment of dividends, as if such date were a record date for determining the stockholders entitled to vote. "Voting Power" shall mean, as to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity, provided that, in the case of Sprint, the term "Voting Power" shall mean the aggregate number of Votes represented by all Outstanding Sprint Voting Securities. In addition to the foregoing, each of the following terms shall have the respective meanings given to such term in Article I of the Amended and Restated Stockholders' Agreement: Alien, Applicable Law, Articles, Associate, Atlas, Change of Control, Class A Provisions, Exchange Act, FCC, France, Germany, Governmental Authority, Initial Charter Amendment, Joint Venture Agreement, Joint Venture Documents, JV Entity, Passive Financial Institution, Person, Qualified -8- Stock Purchaser, Qualified Subsidiary, SEC and Subsidiary. Section 1.2 Interpretation and Construction of this Agreement. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." All references herein to Articles, Sections and Exhibits shall be deemed to be references to Articles and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The headings of the Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context shall otherwise require or provide, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision). ARTICLE 2. RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY FT, DT AND THEIR AFFILIATES AND ASSOCIATES Section 2.1 Acquisition Restrictions. (a) Subject to Sections 2.2, 2.3 and 2.4, each of FT and DT agrees that it will not, and will cause each of its respective Affiliates and Associates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of: (i) any Sprint Voting Securities on or prior to July 31, 2010 (the "Initial Standstill Period"), if any of the following would occur: (A) the Votes represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 20% of the Voting Power represented by the Outstanding Sprint Voting Securities, (B) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group) and Sprint FON Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint FON Stock, or (C) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group) and Sprint PCS Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would -9- represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint PCS Stock (clauses (A), (B) and (C) being collectively referred to as the "Initial Percentage Limitations"); or (ii) any Sprint Voting Securities after the Initial Standstill Period, if any of the following would occur: (A) the Votes represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 30% of the Voting Power represented by the Outstanding Sprint Voting Securities, (B) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group) and Sprint FON Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint FON Stock, (C) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group) and Sprint PCS Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint PCS Stock (clauses (A), (B) and (C) being collectively referred to as the "Subsequent Percentage Limitations"; the Initial Percentage Limitations and the Subsequent Percentage Limitations, as the case may be, also being referred to as the "Percentage Limitations"), or (D) the Sprint Voting Securities Beneficially Owned in the aggregate by FT and DT and their respective Affiliates and Associates would exceed 80% of the Aggregate Foreign Ownership Limitation; or (iii)any Sprint nonvoting equity securities, but not including any "Derivative Security" (as defined in the Purchase Rights Agreement) purchased by FT or DT from the Cable Partners under the Purchase Rights Agreement so long as the acquisition of the shares acquired as a result of such derivative instruments is not otherwise in violation of this Agreement. (b) In addition to any other restrictions contained herein or in the Joint Venture Documents, the Parties agree that none of the Parties will cause any JV Entity to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any equity securities of Sprint. Section 2.2. Exception to Purchase Restrictions. (a) Subject to Section 2.4, if a Percentage Limitation Adjustment Event shall occur, then the applicable Percentage Limitations shall be increased to the extent necessary so that Sections 2.1(a)(i) and 2.1(a)(ii) do not prohibit FT, DT and their respective Affiliates from acquiring Beneficial Ownership of additional Sprint Voting Securities so long as each of the following -10- conditions is satisfied: (i) the Votes represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates and any Qualified Stock Purchasers are no greater than the Votes represented by the Sprint Voting Securities Beneficially Owned by the Largest Other Holder, after giving effect to any dilution to such holder resulting from the operation of the Sprint Rights Plan, (ii) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group) and Sprint FON Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates do not represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint FON Stock, (iii) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group) and Sprint PCS Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates do not represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint PCS Stock, and (iv) the Sprint Voting Securities Beneficially Owned in the aggregate by FT and DT and their respective Affiliates do not at any time exceed 80% of the Aggregate Foreign Ownership Limitation. (b) Subject to Section 2.4, if an acquisition by FT, DT or any of their respective Affiliates or Associates of Beneficial Ownership of additional Sprint Voting Securities otherwise permitted by Section 2.1(a)(ii) or 2.2(a) is prohibited thereunder due to clause (D) of Section 2.1(a)(ii) or due to clause (iv) of Section 2.2(a), then FT or DT may assign to one or more non-Alien Qualified Stock Purchasers in accordance with Section 7.2 of the Amended and Restated Stockholders' Agreement their rights under Section 2.1(a)(ii) or 2.2(a) to purchase in the aggregate the number of shares of Sprint Voting Securities which equals the number of shares of Sprint Voting Securities the purchase of which is prohibited by clause (D) of Section 2.1(a)(ii) or clause (iv) of Section 2.2(a), as the case may be. Section 2.3. Effect of Action by Sprint; Inadvertent Action. (a) Subject to Section 2.3(b), neither FT nor DT shall be deemed in violation of this Article 2 if the Beneficial Ownership of Sprint Voting Securities by FT, DT and their respective Affiliates and Associates exceeds the applicable Percentage Limitations (i) solely as a result of an acquisition of Sprint Voting Securities by Sprint (including as a result of a redemption by Sprint of its Sprint PCS Preferred Stock) that, by reducing the number of Outstanding Sprint Voting Securities, increases the proportionate number of Sprint Voting Securities Beneficially Owned by FT, DT and their respective Affiliates and Associates, (ii) if FT, DT and their Affiliates and Associates are in compliance with clauses (B) and (C) of Section 2.1(a)(i) (or, after the Initial Standstill Period, clauses (B) and (C) of Section 2.1(a)(ii)), the Beneficial Ownership of Sprint Voting Securities by FT, DT and their respective Affiliates and Associates does not exceed the Percentage Limitation set forth in clause (A) of Section 2.1(a)(i) (or, after the Initial Standstill Period, clause (A) of Section 2.1(a)(ii)) by more than 0.5% and the acquisitions of Beneficial Ownership which resulted in FT, DT and their respective Affiliates and Associates exceeding such -11- Percentage Limitation were undertaken in good faith and such applicable Percentage Limitation was exceeded inadvertently, (iii) solely as a result of any readjustment in the relative Voting Power of the Sprint FON Stock and the Sprint PCS Stock in accordance with the terms of the Articles, (iv) solely as a result of a redemption or conversion of any Sprint PCS Stock pursuant to ARTICLE SIXTH, Section 7 of the Articles, or (v) because FT, DT or their respective Affiliates or Associates acquire Beneficial Ownership of Sprint Voting Securities in excess of the applicable Percentage Limitations in reliance on information regarding the number of outstanding shares of Sprint provided directly to any of FT, DT and their respective Affiliates and Associates by Sprint in response to a request for such information by any of FT, DT and their respective Affiliates and Associates immediately prior to such purchase. (b) Notwithstanding Section 2.3(a), the applicable Percentage Limitations shall be deemed exceeded if (i) in the case of Section 2.3(a)(i), FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after it has been notified of an acquisition of Sprint Voting Securities by Sprint (including as a result of a redemption by Sprint of its Sprint PCS Preferred Stock), (ii) in the case of Section 2.3(a)(ii), FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after it has been notified or has knowledge that one or more of the applicable Percentage Limitations has been exceeded, (iii) in the case of Section 2.3(a)(iii), after a readjustment in the relative Voting Power of the Sprint FON Stock and the Sprint PCS Stock which results in FT, DT and their respective Affiliates and Associates having Beneficial Ownership of Sprint Voting Securities in excess of any of the applicable Percentage Limitations, FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities, after being notified of, or having knowledge of such readjustment in the relative Voting Power, (iv) in the case of Section 2.3(a)(iv), after the redemption or conversion of any Sprint PCS Stock pursuant to ARTICLE SIXTH, Section 7 of the Articles which results in FT, DT and their respective Affiliates and Associates having Beneficial Ownership of Sprint Voting Securities in excess of any of the applicable Percentage Limitations, FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after being notified of, or having knowledge of, such redemption or conversion, and (v) in the case of Section 2.3(a)(v), FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of additional Sprint Voting Securities after it has been notified that the information regarding the number of outstanding shares previously provided to it was incorrect and it has been provided by Sprint with correct information, unless in the case of clauses (i), (ii), (iii), (iv) and (v): (x) upon the acquisition of Beneficial Ownership of such additional Sprint Voting Securities, FT, DT and their respective Affiliates and Associates do not Beneficially Own in the aggregate more than any of the applicable Percentage Limitations, or (y) subject to the rights of Sprint in Section 5.7 of the Amended and Restated Stockholders' Agreement, such acquisition is effected pursuant to (A) the exercise of equity purchase rights by FT or DT pursuant to the Amended and Restated Stockholders' Agreement, or (B) market purchases which are made solely in lieu of the exercise of equity -12- purchase rights by FT or DT pursuant to the Amended and Restated Stockholders' Agreement following the issuance of securities by Sprint, so long as (1) either (I) FT or DT, as the case may be, has irrevocably waived its rights to exercise the equity purchase rights in respect of which such market purchases are made in lieu thereof, or (II) the time period for the exercise of such equity purchase rights has expired without the exercise of such rights, and (2) following such market purchases, the Percentage Ownership Interest of FT, DT and their respective Affiliates and Associates does not exceed the Percentage Ownership Interest of FT, DT and their respective Affiliates and Associates which would have been in effect had FT, DT and their respective Affiliates exercised such equity purchase rights. Section 2.4. Sprint Rights Plan. (a) Notwithstanding the provisions of Sections 2.1 and 2.2, each of FT and DT agrees that it will not, and will cause each of its respective Affiliates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Sprint Voting Securities if such acquisition would result in FT or DT or any of their respective Affiliates being deemed an Acquiring Person (as such term is defined in the Sprint Rights Plan) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Sprint Rights Plan). (b) If the Sprint Board of Directors amends or waives the provisions of the Sprint Rights Plan in such a manner to permit an Other Holder to acquire Beneficial Ownership of Sprint Voting Securities having Votes in excess of the applicable Percentage Limitations without such acquisition resulting in the Other Holder being deemed an Acquiring Person or resulting in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event or makes any other changes to the Sprint Rights Plan which would permit any Other Holder to own Sprint Voting Securities having Votes in excess of the applicable Percentage Limitations without triggering adverse consequences under the Sprint Rights Plan to such Other Holder, then Sprint will amend or waive the provisions of the Sprint Rights Plan so that the Sprint Rights Plan does not impose any prohibition (including any prohibition on the ownership of Voting Securities), on FT, DT and their respective Affiliates and Associates which is more restrictive than the restrictions imposed on any Other Holder. ARTICLE 3. OTHER STANDSTILL PROVISIONS; QUORUM Section 3.1. Standstill Covenants. Each of FT and DT agrees that it will not, and it will cause each of its respective Affiliates and Associates not to, directly or indirectly, alone or in concert with others (including with any Government Affiliate, Related Company or Qualified Stock -13- Purchaser), unless specifically requested in writing by the Chairman of Sprint or by a resolution of a majority of the directors of Sprint, take any of the actions set forth below, except to the extent expressly permitted or provided for by the Amended Other Agreements and the Joint Venture Documents: (a) effect, seek, offer, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of Beneficial Ownership of Sprint Voting Securities or other equity interests in Sprint which would result in a breach of Article 2 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange or business combination involving Sprint or any material portion of its business or any purchase of all or any substantial part of the assets of Sprint or any material portion of its business, provided that nothing in this clause (ii) shall prohibit discussions by the Parties in connection with the conduct of the business of the JV Entities in the manner contemplated by the Joint Venture Documents or in connection with offers by FT or DT to purchase equity interests owned by Sprint in the JV Entities; (iii)any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Sprint or any material portion of its business, provided that nothing in this clause (iii) shall prohibit discussions by the Parties in connection with the conduct of the business of the JV Entities or in connection with offers by FT or DT to purchase equity interests owned by Sprint in the JV Entities; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of "solicitation") with respect to Sprint or any of its Affiliates or any action resulting in such Person becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to Sprint or any of its Affiliates; (b) propose any matter for submission to a vote of stockholders of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(b) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; -14- (c) form, join or participate in a Group with respect to any Sprint Voting Securities (other than any Group whose members consist solely of FT, DT, any of their respective Affiliates and Associates and any Qualified Subsidiaries); (d) grant any proxy with respect to any Sprint Voting Securities to any Person not designated by Sprint, except for proxies granted to FT or DT or Qualified Subsidiaries or to individuals who are officers, employees or regular agents or advisors of FT or DT or Qualified Subsidiaries who have received specific instructions from FT, DT or Qualified Subsidiaries, as the case may be, as to the voting of such Sprint Voting Securities with respect to the matter or matters for which the proxy is granted; (e) deposit any Sprint Voting Securities in a voting trust or subject any Sprint Voting Securities to any arrangement or agreement with respect to the voting of such Sprint Voting Securities or other agreement having similar effect, except for agreements solely among FT, DT and any Qualified Subsidiary; (f) execute any written stockholder consent with respect to Sprint, except for written consents executed by such Persons as holders of the Class A Stock in connection with (i) the election of Class A Directors (as defined in the Articles), (ii) the approval or disapproval of a Subject Event, Major Issuance or Major Competitor Transaction (each as defined in the Articles) during the period in which the holders of the Class A Stock are entitled to exercise disapproval rights with respect to such matter, (iii) any vote by the holders of Class A Common Stock, Series 3 FON Stock, or Series 3 PCS Stock with respect to which holders of each such class or series of stock is entitled to vote separately as a class, or (iv) any vote by the holders of the Class A Stock with respect to which such holders are entitled to vote together as a single class; (g) take any other action to seek to affect the control of the management or Board of Directors of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(g) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (h) enter into any discussions, negotiations, arrangements or understandings with any Person (including any Government Affiliate, Related Company or Qualified Stock Purchaser) other than FT, DT, their Affiliates, Associates and their respective directors, officers, employees, agents or advisors with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; -15- (i) disclose to any Person (including any Government Affiliate, Related Company or Qualified Stock Purchaser) other than FT, DT, their Affiliates, Associates and their respective directors, officers, employees, agents or advisors any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II of the Stockholders' Agreement or form any such intention which would result in FT, DT or any of their respective Affiliates or Associates being required to make any such disclosure in any filing with a Governmental Authority or being required by Applicable Law to make a public announcement with respect thereto; or (j) request Sprint or any of its Affiliates, directors, officers, employees, representatives, advisors or agents, directly or indirectly, to amend or waive in any material respect this Agreement (including this Section 3.1(j)) or the articles of incorporation or the bylaws of Sprint or any of its Affiliates. Section 3.2. Press Releases, Etc. by FT and DT. (a) Subject to Section 3.2(b), each of FT and DT may issue such press releases and make such other public communications to the financial community and to its stockholders and such other public statements made in the ordinary course relating to its investment in Sprint, in each case as it reasonably deems appropriate and customary. Prior to making any such press release or other communication, FT and DT will use reasonable efforts to consult with Sprint in good faith regarding the form and content of any such communication, and FT and DT will use reasonable efforts to coordinate any such communication with any decisions reached by Sprint with respect to disclosures relating to such matters. (b) Notwithstanding the provisions of Section 3.2(a), unless required by Applicable Law, neither FT nor DT, nor any of their respective Affiliates or Associates, may make any press release, public announcement or other communication with respect to any of the matters described in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(g), 3.1(h) or 3.1(j) without the prior written consent of the Chairman of Sprint or by a resolution of a majority of the directors of Sprint. Nothing in this Section 3.2 shall permit FT or DT to take any action which would otherwise violate any provision contained in Section 3.1. Section 3.3. Voting of Sprint Voting Securities. Except as set forth in Sections 3.1(d), 3.1(e) and 3.1(f), nothing in Section 3.1 shall restrict the manner in which FT, DT and their respective Affiliates may vote their Sprint Voting Securities. Section 3.4. Quorum. Each of FT and DT shall use reasonable efforts to ensure that they shall be present, and shall use reasonable efforts to cause their respective Affiliates and Associates owning Sprint Voting Securities to be present, in each case, in person or by proxy, at all meetings of stockholders of Sprint so that all Sprint Voting Securities Beneficially Owned by FT and DT and their respective Affiliates and Associates shall be counted for purposes of determining the presence of a quorum at such meeting. -16- Section 3.5. Notice of Proposals Regarding Acquisition Transactions. Each of FT and DT agrees that it will notify Sprint promptly if any inquiries or proposals which FT or DT reasonably believes are of substance are received by, any information is exchanged with respect to, or any negotiations or substantive discussions are initiated or continued with, FT or DT or any of their respective Affiliates regarding any Acquisition Proposal involving Sprint or any purchase of any of the shares of capital stock of Sprint Beneficially Owned by FT, DT or any of their respective Affiliates pursuant to a tender offer or exchange offer. ARTICLE 4. OBLIGATIONS OF OTHER ENTITIES Section 4.1. Qualified Subsidiaries. FT and DT shall cause each Person which, as a result of the acquisition of Beneficial Ownership of any Sprint Voting Securities, would become a Qualified Subsidiary to execute a Qualified Subsidiary Standstill Agreement prior to and as a condition to the effectiveness of such acquisition. Section 4.2. Strategic Investors. FT and DT shall cause each Person which, as a result of an acquisition of Beneficial Ownership of any equity interest in a Qualified Subsidiary, would become a Strategic Investor (and any Person who Beneficially Owns more than 35% of the Voting Power, or otherwise Controls, such acquiring Person) to execute a Strategic Investor Standstill Agreement prior to and as a condition to the effectiveness of such acquisition. ARTICLE 5. MISCELLANEOUS Section 5.1. Termination. The provisions of this Agreement shall terminate if the Company proceeds with a transaction involving a Change of Control following the process described in Section 4.1 of the Amended and Restated Stockholders' Agreement. Any termination of this Agreement as provided herein shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any provision of this Agreement. Section 5.2. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: -17- FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attention: Group Executive Vice President Resources Tel: (33-1) 44-44-84-72 Fax: (33-1) 44-44-01-51 with a copy to: 6 place d'Alleray 75505 Paris Cedex 15 France Attention: General Counsel Tel: (33-1) 44-44-84-76 Fax: (33-1) 44-12-40-35 and with a copy to: Shearman & Sterling 599 Lexington Avenue New York, New York 10022 U.S.A. Attention: Alfred J. Ross, Jr., Esq. Tel: (212) 848-4000 Fax: (212) 848-8434 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Attention: Chief Executive Officer Tel: 49-228-181-9000 Fax: 49-228-181-8970 with a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 U.S.A. Attention: Robert P. Davis, Esq. Tel: (212) 225-2000 Fax: (212) 225-3999 Sprint: 2330 Shawnee Mission Parkway East Wing Westwood, Kansas 66205 -18- U.S.A. Attention: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attention: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The Parties shall promptly notify each other in the manner provided in this Section 5.2 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 5.3. Assignment. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party. Section 5.4. Entire Agreement. This Agreement, including the Exhibits attached hereto, embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the Parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. Section 5.5. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the Parties. No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 5.6. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. -19- Section 5.7. Governing Law; Dispute Resolution; Equitable Relief. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (c) EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 5.2. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE -20- OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (d) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH BREACH HAS OCCURRED, AND AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 5.8. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each Party waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, to the extent permitted by Applicable Law it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. Section 5.9. Translation. The parties hereto have negotiated this Agreement in the English language, and have prepared successive drafts and the definitive text of this Agreement in the English language. For purposes of complying with loi n(degree) 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof. The parties deem the French and English versions of this Agreement to be equally authoritative. -21- Section 5.10. Counterparts. This Agreement may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 5.11. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from setoff or counterclaim relating to this Agreement from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602, et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 5.12. Remedies. In addition to any other remedies which may be available to Sprint (including any remedies which Sprint may have at law or in equity): (a) Each of FT and DT agrees that Sprint shall have no obligation to honor transfers of Sprint Voting Securities or other equity interests in Sprint to FT, DT or any of their respective Affiliates or Associates which would cause any of FT, DT and their respective Affiliates or Associates to Beneficially Own Sprint Voting Securities or other equity interests in Sprint in violation of this Agreement, any such transfers shall be void and of no effect, and Sprint shall be entitled to instruct any transfer agent or agents for the equity interests in Sprint to refuse to honor such transfers; and (b) FT and DT acknowledge the provisions set forth in ARTICLE SIXTH, Section 2.5 of the Articles, ARTICLE SIXTH, Section 8.5(b) of the Articles, and Section 3.5 and Article VIII of the Amended and Restated Stockholders' Agreement relating to the consequences of a breach of certain provisions of this Agreement or any Qualified Subsidiary Standstill Agreement or to the consequences of certain actions taken by a Government Affiliate, Qualified Stock Purchaser, Strategic Investor or Related Company. -22- IN WITNESS WHEREOF, Sprint, FT and DT have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. SPRINT CORPORATION By:____________________________ Name: Title: FRANCE TELECOM S.A. By:____________________________ Name: Title: DEUTSCHE TELEKOM AG By:____________________________ Name: Title -23- EXHIBIT A STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") dated as of _______ __, 1998 by and among SPRINT CORPORATION, a corporation formed under the laws of Kansas ("Sprint") and [QUALIFIED SUBSIDIARY], a [company] [partnership] formed under the laws of ______________ ("Transferee"). R E C I T A L S WHEREAS, Sprint, France Telecom S.A. and Deutsche Telekom AG entered into an Investment Agreement dated as of July 31, 1995, as amended (the "Investment Agreement"), pursuant to which FT and DT purchased shares of capital stock of Sprint; WHEREAS, as a condition to Sprint's entering into the Investment Agreement, Sprint, FT and DT entered into a Standstill Agreement dated as of July 31, 1995, which agreement was amended on June 24, 1997 (as so amended, the "Original Standstill Agreement"); WHEREAS, Sprint, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998, (the "FT/DT Restructuring Agreement"), which contemplates, among other things, the purchase by FT and DT of shares of PCS Common Stock -- Series 3, par value $ per share, of Sprint; WHEREAS, as a condition to its entering into the FT/DT Restructuring Agreement, Sprint required FT and DT to enter into that certain Amended and Restated Standstill Agreement dated as of _____________, 1998 (the "Standstill Agreement"), which contains certain restrictions on purchases of Sprint capital stock by FT and DT and their respective Affiliates and Associates and certain other limitations on FT and DT and their respective Affiliates and Associates; WHEREAS, Section 4.1 of the Standstill Agreement provides that FT and DT shall cause each Qualified Subsidiary which acquires any shares of Sprint Voting Securities to execute a Qualified Subsidiary Standstill Agreement prior to and as a condition to the effectiveness of such acquisition; WHEREAS, Transferee is a Qualified Subsidiary to which [FT and DT] has indicated that it intends to transfer Sprint Voting Securities; and WHEREAS, this Agreement is the Qualified Subsidiary Standstill Agreement which Transferee is executing in compliance with Section 4.1 of the Standstill Agreement. NOW, THEREFORE, in consideration of these premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Transferee and Sprint (each a "Party" and collectively the "Parties"), intending to be legally bound, hereby agree as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION Section 1.1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings specified below: "Acquisition Proposal" shall mean any proposal involving a transaction of the kind described in Section 8.6 of ARTICLE SIXTH of Sprint's Articles. "Affiliate" shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person, provided that (a) no JV Entity shall be deemed an Affiliate of any Party unless (i) FT, DT and Atlas own a majority of the Voting Power of such JV Entity and Sprint does not have the Tie-Breaking Vote (as defined in Section 18.1 of the Joint Venture Agreement), (ii) FT, DT or Atlas has the Tie-Breaking Vote or (iii) FT, DT or any of their Affiliates cause such JV Entity to acquire Beneficial Ownership of any Sprint equity securities; (b) FT, DT and Sprint shall not be deemed Affiliates of each other; (c) Atlas shall be deemed an Affiliate of FT and DT; and (d) the term "Affiliate" shall not include any Government Affiliate. "Aggregate Foreign Ownership Limitation" shall mean the maximum aggregate percentage of equity interests of Sprint that may be Owned of Record or Voted by Aliens under Section 310(b)(4) of the Communications Act, without such ownership or voting resulting in the possible loss, or possible failure to secure the renewal or reinstatement, of any license or franchise of any Governmental Authority held by Sprint or any of its Affiliates to conduct any portion of the business of Sprint or such Affiliate, as such maximum aggregate percentage may be increased from time to time by amendments to such section or by waivers granted to Sprint by the FCC or by other determinations of the FCC, provided that if Section 310(b)(4) is repealed or otherwise made inapplicable to the ownership of Sprint capital stock by FT and DT, there shall be no Aggregate Foreign Ownership Limitation. "Amended and Restated Stockholders' Agreement" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Amended Other Agreements" shall mean the FT/DT Restructuring Agreement, the Amended and Restated Stockholders' Agreement, the Amended and Restated Registration Rights Agreement (as defined in the Amended and Restated Stockholders' Agreement), and the Amended and Restated Confidentiality Agreements (as defined in the Amended and Restated Stockholders' Agreement). -2- "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, shall mean any Person which: (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing), including pursuant to the FT/DT Restructuring Agreement and the Amended and Restated Stockholders' Agreement, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (b) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date hereof but including all such securities which a Person has the right to acquire beneficial ownership of, whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof), provided that (i) Class A Common Stock, Sprint FON Stock and Sprint PCS Stock held by one of FT or DT or its Affiliates or Associates shall not also be deemed to be Beneficially Owned by the other of FT or DT or its Affiliates or Associates; (ii) Sprint FON Stock and Sprint PCS Stock shall not be deemed to be Beneficially Owned by FT, DT or their Affiliates or Associates by virtue of the top up rights and standby commitments granted under the Purchase Rights Agreement except to the extent that FT, DT or their Affiliates or Associates have (A) acquired shares of Sprint FON Stock or Sprint PCS Stock pursuant to the Purchase Rights Agreement, or (B) become irrevocably committed to acquire, and the Cable Partners have become irrevocably committed to sell, shares of Sprint FON Stock or Sprint PCS Stock pursuant to the Purchase Rights Agreement (with such Beneficial Ownership to be determined on a full-voting basis), subject only to customary closing conditions, if any; and (iii) FT, DT and their Affiliates and Associates shall not be deemed to Beneficially Own any incremental Voting Power resulting solely from the increase in Voting Power provided for by the application of Section 7.5(d) of the Articles. "Cable Partners" means Tele-Communications, Inc., Comcast Corporation, and Cox Communications, Inc., and any of their respective successors (by merger, consolidation, transfer or otherwise) to all or substantially all of their respective businesses or assets. "Class A Common Stock" shall mean the Class A Common Stock, par value U.S. $2.50 per share, of Sprint. -3- "Class A Stock" shall mean the Class A Common Stock, the Series 3 FON Stock and the Series 3 PCS Stock. "Communications Act" shall mean the United States Communications Act of 1934 and the rules and regulations thereunder. "Control" (including, with its correlative meanings, "Controlled by" and "under common Control with") shall mean, with respect to a Person or Group: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 50 percent of the Voting Power of the entity in question; or (b) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "Controlled Affiliates," with respect to the Transferee, shall mean any Affiliates of the Transferee which are, directly or indirectly, controlled by the Transferee. "CP Closing" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "DT" shall have the meaning set forth in the introductory paragraph of this Agreement. "FT" shall have the meaning set forth in the introductory paragraph of this Agreement. "FT/DT Restructuring Agreement" means the Master Restructuring and Investment Agreement dated as of May 26, 1998 by and among Sprint, FT and DT. "Government Affiliate" shall mean any Governmental Authority of France or Germany or any other Person Controlled, directly or indirectly (other than by virtue of a government's inherent regulatory or statutory powers to control persons or entities within its jurisdiction), by any such Governmental Authority, provided that FT, DT, Atlas and any other Person directly, or indirectly through one or more intermediaries, Controlled by FT, DT or Atlas shall not be Government Affiliates. "Group" shall mean any group within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the date hereof. "Initial Percentage Limitations" shall have the meaning set forth in Section 2.1(a)(i), as adjusted pursuant to Section 2.2(a). -4- "Initial Standstill Period" shall have the meaning set forth in Section 2.1(a)(i). "Largest Other Holder" shall mean the Other Holder, if any, who Beneficially Owns a larger percentage of the Outstanding Sprint Voting Securities than any other Person, provided that, for purposes of this definition, FT, DT, their Affiliates and Associates and Qualified Stock Purchasers shall be considered a single Person. "Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Other Holder" shall mean any Person other than (i) FT, DT, any of their respective Affiliates or Associates or any Qualified Stock Purchaser, (ii) Sprint, (iii) any Subsidiary of Sprint, (iv) any employee benefit plan of Sprint or of any Subsidiary of Sprint, or (v) any Person organized, appointed or established by Sprint or any Subsidiary of Sprint for or pursuant to the terms of any such plan. "Outstanding Sprint FON Stock" shall mean the shares of Sprint FON Stock outstanding as of any particular date, plus (i) all shares of Sprint FON Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the FT/DT Restructuring Agreement and the Amended and Restated Stockholders' Agreement, and (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group. "Outstanding Sprint PCS Stock" shall mean the shares of Sprint PCS Stock outstanding as of any particular date, plus (i) all shares of Sprint PCS Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement, plus (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group as of such date. "Outstanding Sprint Voting Securities" shall mean (i) the Sprint Voting Securities outstanding as of any particular date, plus (ii) all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement. "Owned of Record or Voted by" shall have the meaning specified in Section 310(b)(4) of the Communications Act and published interpretations thereof by the FCC and the U.S. federal courts. -5- "Percentage Limitations" shall have the meaning set forth in Sections 2.1(a)(i) and 2.1(a)(ii), each as adjusted pursuant to Section 2.2(a). "Percentage Limitation Adjustment Event" shall mean the acquisition by an Other Holder of Beneficial Ownership of Outstanding Sprint Voting Securities in excess of the applicable Percentage Limitations as reflected in clause (A) of Section 2.1(a)(i) or clause (A) of Section 2.1(a)(ii), as the case may be, unless any of FT, DT or any Qualified Subsidiary shall have breached any of the provisions of Section 3.1 or 3.2 of this Agreement or any corresponding provision of any Qualified Subsidiary Standstill Agreement and such breach resulted in, or was intended to facilitate, such Other Holder's acquisition of Beneficial Ownership of Outstanding Sprint Voting Securities in excess of such applicable Percentage Limitations. "Percentage Ownership Interest" shall mean, with respect to any Person, that percentage of the Voting Power of Sprint represented by Votes associated with the Sprint Voting Securities owned of record by such Person or by its nominees. "Purchase Rights Agreement" shall mean the Top Up Rights Agreement dated as of May 26, 1998 among FT, DT, Sprint and the Cable Partners as in effect on such date. "Qualified Stock Purchaser Standstill Agreement" shall mean a Standstill Agreement in form and substance satisfactory to Sprint, FT and DT. "Qualified Subsidiary Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit A to the Standstill Agreement. "Recapitalization" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Record Date Period" shall mean a period of ten Trading Days beginning on the ninth Trading Day (as defined in the Amended and Restated Stockholders' Agreement) before a record date for a meeting of Sprint's stockholders or for the payment of dividends and ending on (and including) such record date (which shall be a Trading Day). "Related Company" shall mean any Person not Controlled by FT or DT, but in which FT, DT and their respective Affiliates and Associates, individually or in the aggregate, directly or indirectly through one or more intermediaries, own securities entitling them to exercise in the aggregate more than 35 percent of the Voting Power of such Person. "Series 1 FON Stock" shall mean the FON Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created in connection with the Recapitalization. "Series 1 PCS Stock" shall mean the PCS Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. -6- "Series 2 FON Stock" shall mean the FON Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 2 PCS Stock" shall mean the PCS Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 3 FON Stock" shall mean the FON Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 3 PCS Stock" shall mean the PCS Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Sprint" shall have the meaning set forth in the introductory paragraph of this Agreement. "Sprint FON Common Stock" shall mean (i) prior to the Recapitalization, the Common Stock, par value U.S. $2.50 per share, of Sprint, and (ii) following the Recapitalization, the Series 1 FON Stock and the Series 2 FON Stock. "Sprint FON Stock" shall mean the Sprint FON Common Stock and the Series 3 FON Stock. "Sprint PCS Common Stock" shall mean the Series 1 PCS Stock and the Series 2 PCS Stock. "Sprint PCS Preferred Stock" shall mean the Preferred Stock - -- Series 7, no par value, of Sprint, which is to be created prior to the CP Closing. "Sprint PCS Stock" shall mean the Sprint PCS Common Stock, the Sprint PCS Preferred Stock and the Series 3 PCS Stock. "Sprint Rights Plan" shall mean the Rights Agreement dated as of June 9, 1997, as amended, between Sprint and UMB Bank, n.a., as rights agent. "Sprint Voting Securities" shall mean the Sprint FON Common Stock, the Sprint PCS Common Stock, the Sprint PCS Preferred Stock, the Class A Stock and any other securities of Sprint having the right to Vote. "Strategic Investor" shall mean any Person which owns directly any equity interests in a Qualified Subsidiary, other than FT, DT, any wholly owned Subsidiary of FT or DT or a Passive Financial Institution. "Strategic Investor Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit B to the Standstill Agreement. -7- "Subsequent Percentage Limitations" shall have the meaning set forth in Section 2.1(a)(ii), as adjusted pursuant to Section 2.2(a). "Vote" shall mean, as to any entity, the ability to cast a vote at a stockholders' or comparable meeting of such entity with respect to the election of directors or other members of such entity's governing body, provided that: (i) with respect to Sprint only, the term "Vote" shall mean the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of Sprint; (ii) with respect to Sprint only, the term "Vote" shall include the aggregate number of Votes represented by all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates Beneficially Owns or is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement; (iii) except as set forth in clause (iv) of this definition, with respect to Sprint only, in determining the number of Votes outstanding at any date and/or represented by any Sprint Voting Securities at any date, a record date for determining the stockholders entitled to vote shall be deemed to have been set by the Board of Directors of Sprint on each such date and accordingly the number of Votes represented by the Sprint PCS Stock on any given date shall be deemed to have been adjusted in the manner provided in Section 3.2 of Article SIXTH of the Articles as if such date were a record date for determining the stockholders entitled to vote; and (iv) notwithstanding clause (iii) of this definition, during a Record Date Period, the number of Votes outstanding at any date from and including the first day of such period and to and including the last day of such period and/or represented by any Sprint Voting Securities at any date during such period shall be determined in the manner provided in Section 3.2 of Article SIXTH with respect to the record date occurring on the last day of such Record Date Period including, in the case of a record date for the payment of dividends, as if such date were a record date for determining the stockholders entitled to vote. "Voting Power" shall mean, as to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity, provided that, in the case of Sprint, the term "Voting Power" shall mean the aggregate number of Votes represented by all Outstanding Sprint Voting Securities. In addition to the foregoing, each of the following terms shall have the respective meanings given to such term in Article I of the Amended and Restated Stockholders' Agreement: Alien, Applicable Law, Articles, Associate, Atlas, Change of Control, Class A Provisions, Exchange Act, FCC, France, Germany, Governmental Authority, Initial Charter Amendment, Joint Venture -8- Agreement, Joint Venture Documents, JV Entity, Passive Financial Institution, Person, Qualified Stock Purchaser, Qualified Subsidiary, SEC and Subsidiary. Section 1.2. Interpretation and Construction of this Agreement. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." All references herein to Articles, Sections and Exhibits shall be deemed to be references to Articles and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The headings of the Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context shall otherwise require or provide, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision). ARTICLE 2. RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY TRANSFEREE AND ITS AFFILIATES AND ASSOCIATES Section 2.1. Acquisition Restrictions. (a) Subject to Sections 2.2, 2.3 and 2.4, Transferee agrees that it will not, and will cause each of its respective Affiliates and Associates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of: (i) any Sprint Voting Securities on or prior to July 31, 2010 (the "Initial Standstill Period"), if any of the following would occur: (A) the Votes represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 20% of the Voting Power represented by the Outstanding Sprint Voting Securities, (B) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group) and Sprint FON Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint FON Stock, or (C) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group) and Sprint PCS Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 33% of the Voting Power represented by the -9- Outstanding Sprint PCS Stock (clauses (A), (B) and (C) being collectively referred to as the "Initial Percentage Limitations"); or (ii) any Sprint Voting Securities after the Initial Standstill Period, if any of the following would occur: (A) the Votes represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 30% of the Voting Power represented by the Outstanding Sprint Voting Securities, (B) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group) and Sprint FON Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint FON Stock, (C) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group) and Sprint PCS Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates would represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint PCS Stock (clauses (A), (B) and (C) being collectively referred to as the "Subsequent Percentage Limitations"; the Initial Percentage Limitations and the Subsequent Percentage Limitations, as the case may be, also being referred to as the "Percentage Limitations"), or (D) the Sprint Voting Securities Beneficially Owned in the aggregate by FT and DT and their respective Affiliates and Associates would exceed 80% of the Aggregate Foreign Ownership Limitation; or (iii) any Sprint nonvoting equity securities, but not including any "Derivative Security" (as defined in the Purchase Rights Agreement) purchased by FT or DT from the Cable Partners under the Purchase Rights Agreement so long as the acquisition of the shares acquired as a result of such derivative instruments is not otherwise in violation of this Agreement. (b) In addition to any other restrictions contained herein or in the Joint Venture Documents, the Parties agree that none of the Parties will cause any JV Entity to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any equity securities of Sprint. Section 2.2. Exception to Purchase Restrictions. (a) Subject to Section 2.4, if a Percentage Limitation Adjustment Event shall occur, then the applicable Percentage Limitations shall be increased to the extent necessary so that Sections 2.1(a)(i) and 2.1(a)(ii) do not prohibit Transferee from acquiring Beneficial Ownership of additional Sprint Voting Securities so long as each of the following conditions is satisfied: (i) the Votes represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their -10- respective Affiliates and Associates and any Qualified Stock Purchasers are no greater than the Votes represented by the Sprint Voting Securities Beneficially Owned by the Largest Other Holder, after giving effect to any dilution to such holder resulting from the operation of the Sprint Rights Plan, (ii) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group) and Sprint FON Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates do not represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint FON Stock, (iii) the Votes represented by the shares of Class A Common Stock (to the extent representing a Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group) and Sprint PCS Stock Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates do not represent in the aggregate more than 33% of the Voting Power represented by the Outstanding Sprint PCS Stock, and (iv) the Sprint Voting Securities Beneficially Owned in the aggregate by FT and DT and their respective Affiliates do not at any time exceed 80% of the Aggregate Foreign Ownership Limitation. (b) Subject to Section 2.4, if an acquisition by Transferee of Beneficial Ownership of additional Sprint Voting Securities otherwise permitted by Section 2.1(a)(ii) or 2.2(a) is prohibited thereunder due to clause (D) of Section 2.1(a)(ii) or due to clause (iv) of Section 2.2(a), then Transferee may assign to one or more non-Alien Qualified Stock Purchasers in accordance with Section 7.2 of the Amended and Restated Stockholders' Agreement its rights under Section 2.1(a)(ii) or 2.2(a) to purchase in the aggregate the number of shares of Sprint Voting Securities which equals the number of shares of Sprint Voting Securities the purchase of which is prohibited by clause (D) of Section 2.1(a)(ii) or clause (iv) of Section 2.2(a), as the case may be. Section 2.3. Effect of Action by Sprint; Inadvertent Action. (a) Subject to Section 2.3(b), Transferee shall not be deemed in violation of this Article 2 if the Beneficial Ownership of Sprint Voting Securities by FT, DT and their respective Affiliates and Associates exceeds the applicable Percentage Limitations (i) solely as a result of an acquisition of Sprint Voting Securities by Sprint (including as a result of a redemption by Sprint of its Sprint PCS Preferred Stock) that, by reducing the number of Outstanding Sprint Voting Securities, increases the proportionate number of Sprint Voting Securities Beneficially Owned by FT, DT and their respective Affiliates and Associates, (ii) if FT, DT and their Affiliates and Associates are in compliance with clauses (B) and (C) of Section 2.1(a)(i), the Beneficial Ownership of Sprint Voting Securities by FT, DT and their respective Affiliates and Associates does not exceed the Percentage Limitation set forth in clause (A) of Section 2.1(a)(i) (or, after the Initial Standstill Period, clause (A) of Section 2.1(a)(ii)) by more than 0.5% and the acquisitions of Beneficial Ownership which resulted in FT, DT and their respective Affiliates and Associates exceeding such Percentage Limitation were undertaken in good faith and such applicable Percentage Limitation was exceeded inadvertently, (iii) solely as a result of any readjustment in the relative Voting Power of the Sprint FON Stock and the Sprint PCS Stock in accordance with the terms of the Articles, (iv) solely as a result of a redemption or conversion of any Sprint PCS Stock pursuant to ARTICLE SIXTH, Section 7 of the Articles, or (v) because FT, DT or their respective Affiliates or Associates -11- acquire Beneficial Ownership of Sprint Voting Securities in excess of the applicable Percentage Limitations in reliance on information regarding the number of outstanding shares of Sprint provided directly to any of FT, DT and their respective Affiliates and Associates by Sprint in response to a request for such information by any of FT, DT and their respective Affiliates and Associates immediately prior to such purchase. (b) Notwithstanding Section 2.3(a), the applicable Percentage Limitations shall be deemed exceeded if (i) in the case of Section 2.3(a)(i), FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after it has been notified of an acquisition of Sprint Voting Securities by Sprint (including as a result of a redemption by Sprint of its Sprint PCS Preferred Stock), (ii) in the case of Section 2.3(a)(ii), FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after it has been notified or has knowledge that one or more of the applicable Percentage Limitations has been exceeded, (iii) in the case of Section 2.3(a)(iii), after a readjustment in the relative Voting Power of the Sprint FON Stock and the Sprint PCS Stock which results in FT, DT and their respective Affiliates and Associates having Beneficial Ownership of Sprint Voting Securities in excess of any of the applicable Percentage Limitations, FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities, after being notified of, or having knowledge of such readjustment in the relative Voting Power, (iv) in the case of Section 2.3(a)(iv), after the redemption or conversion of any Sprint PCS Stock pursuant to ARTICLE SIXTH, Section 7 of the Articles which results in FT, DT and their respective Affiliates and Associates having Beneficial Ownership of Sprint Voting Securities in excess of any of the applicable Percentage Limitations, FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after being notified of, or having knowledge of, such redemption or conversion, and (v) in the case of Section 2.3(a)(v), FT, DT or any of their respective Affiliates or Associates acquires Beneficial Ownership of additional Sprint Voting Securities after it has been notified that the information regarding the number of outstanding shares previously provided to it was incorrect and it has been provided by Sprint with correct information, unless in the case of clauses (i), (ii), (iii), (iv) and (v): (x) upon the acquisition of Beneficial Ownership of such additional Sprint Voting Securities, FT, DT and their respective Affiliates and Associates do not Beneficially Own in the aggregate more than any of the applicable Percentage Limitations, or (y) subject to the rights of Sprint in Section 5.7 of the Amended and Restated Stockholders' Agreement, such acquisition is effected pursuant to (A) the exercise of equity purchase rights by Transferee, FT or DT pursuant to the Amended and Restated Stockholders' Agreement, or (B) market purchases which are made solely in lieu of the exercise of equity purchase rights by Transferee, FT or DT pursuant to the Amended and Restated Stockholders' Agreement following the issuance of securities by Sprint, so long as (1) either (I) Transferee, FT or DT, as the case may be, has irrevocably waived its rights to exercise the equity purchase rights in respect of which such market purchases are made in lieu thereof, or (II) the time period for the exercise of such equity purchase rights has expired -12- without the exercise of such rights, and (2) following such market purchases, the Percentage Ownership Interest of FT, DT and their respective Affiliates and Associates does not exceed the Percentage Ownership Interest of FT, DT and their respective Affiliates and Associates which would have been in effect had FT, DT and their respective Affiliates exercised such equity purchase rights. Section 2.4. Sprint Rights Plan. (a) Notwithstanding the provisions of Sections 2.1 and 2.2, Transferee agrees that it will not, and will cause each of its Controlled Affiliates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Sprint Voting Securities if such acquisition would result in Transferee, any of the Controlled Affiliates of Transferee or FT or DT or any of their respective Affiliates being deemed an Acquiring Person (as such term is defined in the Sprint Rights Plan) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Sprint Rights Plan). (b) If the Sprint Board of Directors amends or waives the provisions of the Sprint Rights Plan in such a manner to permit an Other Holder to acquire Beneficial Ownership of Sprint Voting Securities having Votes in excess of the applicable Percentage Limitations without such acquisition resulting in the Other Holder being deemed an Acquiring Person or resulting in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event or makes any other changes to the Sprint Rights Plan which would permit any Other Holder to own Sprint Voting Securities having Votes in excess of the applicable Percentage Limitations without triggering adverse consequences under the Sprint Rights Plan to such Other Holder, then Sprint will amend or waive the provisions of the Sprint Rights Plan so that the Sprint Rights Plan does not impose any prohibition (including any prohibition on the ownership of Voting Securities), on FT, DT and their respective Affiliates and Associates which is more restrictive than the restrictions imposed on any Other Holder. ARTICLE 3. OTHER STANDSTILL PROVISIONS; QUORUM Section 3.1. Standstill Covenants. Transferee agrees that it will not, and it will cause each of its Controlled Affiliates not to, directly or indirectly, alone or in concert with others (including with any Government Affiliate, Related Company or Qualified Stock Purchaser), unless specifically requested in writing by the Chairman of Sprint or by a resolution of a majority of the directors of Sprint, take any of the actions set forth below, except to the extent expressly permitted or provided for by the Amended Other Agreements and the Joint Venture Documents: -13- (a) effect, seek, offer, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of Beneficial Ownership of Sprint Voting Securities or other equity interests in Sprint which would result in a breach of Article 2 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange or business combination involving Sprint or any material portion of its business or any purchase of all or any substantial part of the assets of Sprint or any material portion of its business, provided that nothing in this clause (ii) shall prohibit discussions by the Parties in connection with the conduct of the business of the JV Entities in the manner contemplated by the Joint Venture Documents or in connection with offers by FT or DT to purchase equity interests owned by Sprint in the JV Entities; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Sprint or any material portion of its business, provided that nothing in this clause (iii) shall prohibit discussions by the Parties in connection with the conduct of the business of the JV Entities or in connection with offers by FT or DT to purchase equity interests owned by Sprint in the JV Entities; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of "solicitation") with respect to Sprint or any of its Affiliates or any action resulting in such Person becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to Sprint or any of its Affiliates; (b) propose any matter for submission to a vote of stockholders of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(b) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (c) form, join or participate in a Group with respect to any Sprint Voting Securities (other than any Group whose members consist solely of FT, DT, Transferee, any of their respective Affiliates and Associates and any Qualified Subsidiaries); -14- (d) grant any proxy with respect to any Sprint Voting Securities to any Person not designated by Sprint, except for proxies granted to FT or DT or Qualified Subsidiaries or to individuals who are officers, employees or regular agents or advisors of Transferee, FT or DT or Qualified Subsidiaries who have received specific instructions from FT, DT or Qualified Subsidiaries, as the case may be, as to the voting of such Sprint Voting Securities with respect to the matter or matters for which the proxy is granted; (e) deposit any Sprint Voting Securities in a voting trust or subject any Sprint Voting Securities to any arrangement or agreement with respect to the voting of such Sprint Voting Securities or other agreement having similar effect, except for agreements solely among FT, DT, Transferee and any other Qualified Subsidiary; (f) execute any written stockholder consent with respect to Sprint, except for written consents executed by such Persons as holders of the Class A Stock in connection with (i) the election of Class A Directors (as defined in the Articles), (ii) the approval or disapproval of a Subject Event, Major Issuance or Major Competitor Transaction (each as defined in the Articles) during the period in which the holders of the Class A Stock are entitled to exercise disapproval rights with respect to such matter, (iii) any vote by the holders of Class A Common Stock, Series 3 FON Stock, or Series 3 PCS Stock with respect to which holders of each such class or series of stock is entitled to vote separately as a class, or (iv) any vote by the holders of the Class A Stock with respect to which such holders are entitled to vote together as a single class; (g) take any other action to seek to affect the control of the management or Board of Directors of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(g) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (h) enter into any discussions, negotiations, arrangements or understandings with any Person (including any Government Affiliate, Related Company or Qualified Stock Purchaser) other than FT, DT, their Affiliates, Associates and their respective directors, officers, employees, agents or advisors with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; (i) disclose to any Person (including any Government Affiliate, Related Company or Qualified Stock Purchaser) other than FT, DT, their Affiliates, Associates and their respective directors, officers, employees, agents or advisors any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II of the Stockholders' Agreement or form any such intention which would result in FT, DT or any of their respective -15- Affiliates or Associates being required to make any such disclosure in any filing with a Governmental Authority or being required by Applicable Law to make a public announcement with respect thereto; or (j) request Sprint or any of its Affiliates, directors, officers, employees, representatives, advisors or agents, directly or indirectly, to amend or waive in any material respect this Agreement (including this Section 3.1(j)) or the articles of incorporation or the bylaws of Sprint or any of its Affiliates. Section 3.2. Press Releases, Etc. by Transferee. (a) Subject to Section 3.2(b), Transferee may issue such press releases and make such other public communications to the financial community and to its stockholders and such other public statements made in the ordinary course relating to its investment in Sprint, in each case as it reasonably deems appropriate and customary. Prior to making any such press release or other communication, Transferee will use reasonable efforts to consult with Sprint in good faith regarding the form and content of any such communication, and Transferee will use reasonable efforts to coordinate any such communication with any decisions reached by Sprint with respect to disclosures relating to such matters. (b) Notwithstanding the provisions of Section 3.2(a), unless required by Applicable Law, neither Transferee, nor any of its Controlled Affiliates, may make any press release, public announcement or other communication with respect to any of the matters described in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(g), 3.1(h) or 3.1(j) without the prior written consent of the Chairman of Sprint or by a resolution of a majority of the directors of Sprint. Nothing in this Section 3.2 shall permit Transferee or its Controlled Affiliates to take any action which would otherwise violate any provision contained in Section 3.1. Section 3.3. Voting of Sprint Voting Securities. Except as set forth in Sections 3.1(d), 3.1(e) and 3.1(f), nothing in Section 3.1 shall restrict the manner in which Transferee may vote its Sprint Voting Securities. Section 3.4. Quorum. Transferee shall use reasonable efforts to ensure that it and its Controlled Affiliates shall be present, in person or by proxy, at all meetings of stockholders of Sprint so that all Sprint Voting Securities Beneficially Owned by Transferee and its Controlled Affiliates shall be counted for purposes of determining the presence of a quorum at such meeting. Section 3.5. Notice of Proposals Regarding Acquisition Transactions. Transferee agrees that it will notify Sprint promptly if any inquiries or proposals which Transferee reasonably believes are of substance are received by, any information is exchanged with respect to, or any negotiations or substantive discussions are initiated or continued with, Transferee or any of its Controlled Affiliates regarding any Acquisition Proposal involving Sprint or any purchase of any of the shares of capital -16- stock of Sprint Beneficially Owned by Transferee or any of its Controlled Affiliates pursuant to a tender offer or exchange offer. ARTICLE 4. MISCELLANEOUS Section 4.1. Termination. The provisions of this Agreement shall terminate if Sprint proceeds with a transaction involving a Change of Control following the process described in Section 4.1 of the Amended and Restated Stockholders' Agreement. Any termination of this Agreement as provided herein shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any provision of this Agreement. Section 4.2. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: Transferee: [specify notice address] Sprint: 2330 Shawnee Mission Parkway East Wing Westwood, Kansas 66205 U.S.A. Attention: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attention: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The Parties shall promptly notify each other in the manner provided in this Section 4.2 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. -17- Section 4.3. Assignment. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party. Section 4.4. Entire Agreement. This Agreement, including the Exhibits attached hereto, embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the Parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. Section 4.5. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the Parties. No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 4.Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. Section 4.6. Governing Law; Dispute Resolution; Equitable Relief. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY -18- RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (c) TRANSFEREE HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO TRANSFEREE IN THE MANNER PROVIDED IN SECTION 4.2. TRANSFEREE SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT TRANSFEREE WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. TRANSFEREE FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. TRANSFEREE EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (d) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH BREACH HAS OCCURRED, AND AGREES TO WAIVE ANY -19- REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 4.8. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each Party waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, to the extent permitted by Applicable Law it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. Section 4.9. Translation. [Include the following if Transferee is a Qualified Subsidiary of FT: The parties hereto have negotiated this Agreement in the English language, and have prepared successive drafts and the definitive text of this Agreement in the English language. For purposes of complying with loi n(degree) 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof. The parties deem the French and English versions of this Agreement to be equally authoritative.] [Include the following if transferee is not a Qualified Subsidiary of FT: This Agreement has been concluded in the English language and the original English version will govern in the event of any inconsistency between such version and any translation thereof.] Section 4.10. Counterparts. This Agreement may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 4.11. Waiver of Immunity. Transferee agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from setoff or counterclaim relating to this Agreement from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof (including any obligation for the payment of money). Transferee agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602, et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against Transferee with respect to this Agreement. -20- Section 4.12. Remedies. In addition to any other remedies which may be available to Sprint (including any remedies which Sprint may have at law or in equity): (a) Transferee agrees that Sprint shall have no obligation to honor transfers of Sprint Voting Securities or other equity interests in Sprint to FT, DT or any of their respective Affiliates or Associates which would cause any of FT, DT and their respective Affiliates or Associates to Beneficially Own Sprint Voting Securities or other equity interests in Sprint in violation of this Agreement, any such transfers shall be void and of no effect, and Sprint shall be entitled to instruct any transfer agent or agents for the equity interests in Sprint to refuse to honor such transfers; and (b) Transferee acknowledges the provisions set forth in ARTICLE SIXTH, Section 2.5 of the Articles, ARTICLE SIXTH, Section 8.5(b) of the Articles, and Section 3.5 and Article VIII of the Amended and Restated Stockholders' Agreement relating to the consequences of a breach of certain provisions of this Agreement or any Qualified Subsidiary Standstill Agreement or to the consequences of certain actions taken by a Government Affiliate, Qualified Stock Purchaser, Strategic Investor or Related Company. -21- IN WITNESS WHEREOF, Sprint and Transferee have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. SPRINT CORPORATION By:______________________ Name: Title: [QUALIFIED SUBSIDIARY] By:______________________ Name: Title: -22- EXHIBIT B STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") dated as of _______ __, 1998 by and among SPRINT CORPORATION, a corporation formed under the laws of Kansas ("Sprint"), [STRATEGIC INVESTOR], a [company] [partnership] formed under the laws of ___________ ("Investor"), and [PARENT] ("Parent" shall include any entity that Controls (as such term is defined in the Stockholders' Agreement) the Investor); R E C I T A L S WHEREAS, Sprint, France Telecom S.A. ("FT") and Deutsche Telekom AG ("DT") entered into an Investment Agreement dated as of July 31, 1995, as amended (the "Investment Agreement"), pursuant to which FT and DT purchased shares of capital stock of Sprint; WHEREAS, as a condition to Sprint's entering into the Investment Agreement, Sprint, FT and DT entered into a Standstill Agreement dated as of July 31, 1995, which agreement was amended on June 24, 1997 (as so amended, the "Original Standstill Agreement"); WHEREAS, Sprint, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998, (the "FT/DT Restructuring Agreement"), which contemplates, among other things, the purchase by FT and DT of shares of PCS Common Stock -- Series 3, par value $ per share, of Sprint; WHEREAS, as a condition to its entering into the FT/DT Restructuring Agreement, Sprint has required that FT and DT enter into that certain Standstill Agreement dated as of __________, 1998 (the "Standstill Agreement"), which contains certain restrictions on purchases of Sprint capital stock by FT and DT and their respective Affiliates and Associates and certain other limitations on FT and DT and their respective Affiliates and Associates; WHEREAS, Section 2.2 of the Stockholders' Agreement provides that FT and DT may, under certain circumstances and in accordance with the terms of Section 2.2 of the Stockholders' Agreement, transfer shares of Class A Stock to one or more Qualified Subsidiaries, each of which Qualified Subsidiaries shall execute a Qualified Subsidiary Standstill Agreement prior to and as a condition to the effectiveness of such transfer; WHEREAS, under the terms of the Investment Agreement and the Stockholders' Agreement, Strategic Investors collectively are permitted to own up to 20% of the equity interests in a Qualified Subsidiary, provided that any such Strategic Investor has executed a Strategic Investor Standstill Agreement; WHEREAS, Investor has indicated an intention to become a holder of equity interests in [specify Qualified Subsidiary in which Investor is seeking to invest]; and WHEREAS, this Agreement is a Strategic Investor Standstill Agreement which Investor is executing in accordance with Section 2.2 of the Stockholders' Agreement and Section 4.2 of the Standstill Agreement. NOW, THEREFORE, in consideration of these premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Investor, Parent and Sprint (each a "Party" and collectively the "Parties"), intending to be legally bound, hereby agree as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION Section 1.1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings specified below: "Acquisition Proposal" shall mean any proposal involving a transaction of the kind described in Section 8.6 of ARTICLE SIXTH of Sprint's Articles. "Affiliate" shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person, provided that Investor and Parent shall not be deemed Affiliates of Sprint, and provided further, that the term "Affiliate" with respect to FT and DT, shall have the meaning set forth in the Standstill Agreement. "Amended and Restated Stockholders' Agreement" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Amended Other Agreements" shall mean the FT/DT Restructuring Agreement, the Amended and Restated Stockholders' Agreement, the Amended and Restated Registration Rights Agreement (as defined in the Amended and Restated Stockholders' Agreement), and the Amended and Restated Confidentiality Agreements (as defined in the Amended and Restated Stockholders' Agreement). "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, shall mean any Person which: (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such -2- securities pursuant to any agreement, arrangement or understanding (whether or not in writing), including pursuant to the FT/DT Restructuring Agreement and the Amended and Restated Stockholders' Agreement, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (b) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date hereof but including all such securities which a Person has the right to acquire beneficial ownership of, whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof). "Class A Common Stock" shall mean the Class A Common Stock, par value U.S. $2.50 per share, of Sprint. "Class A Stock" shall mean the Class A Common Stock, the Series 3 FON Stock and the Series 3 PCS Stock. "Control" (including, with its correlative meanings, "Controlled by" and "under common Control with") shall mean, with respect to a Person or Group: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 50 percent of the Voting Power of the entity in question; or (b) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "CP Closing" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "DT" shall have the meaning set forth in the Recitals to this Agreement. "FT" shall have the meaning set forth in the Recitals to this Agreement. -3- "FT/DT Restructuring Agreement" means the Master Restructuring and Investment Agreement dated as of May 26, 1998 by and among Sprint, FT and DT. "Government Affiliate" shall mean any Governmental Authority of France or Germany or any other Person Controlled, directly or indirectly (other than by virtue of a government's inherent regulatory or statutory powers to control persons or entities within its jurisdiction), by any such Governmental Authority, provided that FT, DT, Atlas and any other Person directly, or indirectly through one or more intermediaries, Controlled by FT, DT or Atlas shall not be Government Affiliates. "Group" shall mean any group within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the date hereof. "Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Outstanding Sprint FON Stock" shall mean the shares of Sprint FON Stock outstanding as of any particular date, plus (i) all shares of Sprint FON Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the FT/DT Restructuring Agreement and the Amended and Restated Stockholders' Agreement, and (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group. "Outstanding Sprint PCS Stock" shall mean the shares of Sprint PCS Stock outstanding as of any particular date, plus (i) all shares of Sprint PCS Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement, plus (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group as of such date. "Outstanding Sprint Voting Securities" shall mean (i) the Sprint Voting Securities outstanding as of any particular date, plus (ii) all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement. "Qualified Stock Purchaser Standstill Agreement" shall mean a Standstill Agreement in form and substance satisfactory to Sprint, FT and DT. -4- "Qualified Subsidiary Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit A. "Recapitalization" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Record Date Period" shall mean a period of ten Trading Days beginning on the ninth Trading Day (as defined in the Amended and Restated Stockholders' Agreement) before a record date for a meeting of Sprint's stockholders or for the payment of dividends and ending on (and including) such record date (which shall be a Trading Day). "Related Company" shall mean any Person not Controlled by FT or DT, but in which FT, DT and their respective Affiliates and Associates, individually or in the aggregate, directly or indirectly through one or more intermediaries, own securities entitling them to exercise in the aggregate more than 35 percent of the Voting Power of such Person. "Series 1 FON Stock" shall mean the FON Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created in connection with the Recapitalization. "Series 1 PCS Stock" shall mean the PCS Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 2 FON Stock" shall mean the FON Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 2 PCS Stock" shall mean the PCS Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 3 FON Stock" shall mean the FON Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 3 PCS Stock" shall mean the PCS Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Sprint" shall have the meaning set forth in the introductory paragraph of this Agreement. "Sprint FON Common Stock" shall mean (i) prior to the Recapitalization, the Common Stock, par value U.S. $2.50 per share, of Sprint, and (ii) following the Recapitalization, the Series 1 FON Stock and the Series 2 FON Stock. "Sprint FON Stock" shall mean the Sprint FON Common Stock and the Series 3 FON Stock. "Sprint PCS Common Stock" shall mean the Series 1 PCS Stock and the Series 2 PCS Stock. -5- "Sprint PCS Preferred Stock" shall mean the Preferred Stock - -- Series 7, no par value, of Sprint, which is to be created prior to the CP Closing. "Sprint PCS Stock" shall mean the Sprint PCS Common Stock, the Sprint PCS Preferred Stock and the Series 3 PCS Stock. "Sprint Rights Plan" shall mean the Rights Agreement dated as of June 9, 1997, as amended, between Sprint and UMB Bank, n.a., as rights agent. "Sprint Voting Securities" shall mean the Sprint FON Common Stock, the Sprint PCS Common Stock, the Sprint PCS Preferred Stock, the Class A Stock and any other securities of Sprint having the right to vote. "Standstill Agreement" shall have the meaning set forth in the Recitals to this Agreement. "Strategic Investor" shall mean any Person which owns directly any equity interests in a Qualified Subsidiary, other than FT, DT, any wholly owned Subsidiary of FT or DT or a Passive Financial Institution. "Strategic Investor Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit B attached to the Standstill Agreement. "Vote" shall mean, as to any entity, the ability to cast a vote at a stockholders' or comparable meeting of such entity with respect to the election of directors or other members of such entity's governing body, provided that: (i) with respect to Sprint only, the term "Vote" shall mean the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of Sprint; (ii) with respect to Sprint only, the term "Vote" shall include the aggregate number of Votes represented by all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates Beneficially Owns or is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement; (iii) except as set forth in clause (iv) of this definition, with respect to Sprint only, in determining the number of Votes outstanding at any date and/or represented by any Sprint Voting Securities at any date, a record date for determining the stockholders entitled to vote shall be deemed to have been set by the Board of Directors of Sprint on each such date and accordingly the number of Votes represented by the Sprint PCS Stock on any given date shall be deemed to have been -6- adjusted in the manner provided in Section 3.2 of Article SIXTH of the Articles as if such date were a record date for determining the stockholders entitled to vote; and (iv) notwithstanding clause (iii) of this definition, during a Record Date Period, the number of Votes outstanding at any date from and including the first day of such period and to and including the last day of such period and/or represented by any Sprint Voting Securities at any date during such period shall be determined in the manner provided in Section 3.2 of Article SIXTH with respect to the record date occurring on the last day of such Record Date Period including, in the case of a record date for the payment of dividends, as if such date were a record date for determining the stockholders entitled to vote. "Voting Power" shall mean, as to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity, provided that, in the case of Sprint, the term "Voting Power" shall mean the aggregate number of Votes represented by all Outstanding Sprint Voting Securities. In addition to the foregoing, each of the following terms shall have the respective meanings given to such term in Article I of the Amended and Restated Stockholders' Agreement: Alien, Applicable Law, Articles, Associate, Atlas, Change of Control, Class A Provisions, Exchange Act, FCC, France, Germany, Governmental Authority, Initial Charter Amendment, Joint Venture Agreement, Joint Venture Documents, JV Entity, Major Competitor, Person, Qualified Stock Purchaser, Qualified Subsidiary, SEC and Subsidiary. Section 1.2. Interpretation and Construction of this Agreement. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." All references herein to Articles, Sections and Exhibits shall be deemed to be references to Articles and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The headings of the Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context shall otherwise require or provide, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision). ARTICLE 2. RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY INVESTOR, PARENT AND THEIR AFFILIATES AND ASSOCIATES -7- Section 2.1. Acquisition Restrictions. Subject to Section 2.2, each of Investor and Parent agrees that it will not, and will cause each of its Affiliates and Associates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of Sprint Voting Securities other than through its ownership of equity interests in [specify Qualified Subsidiary in which Investor is seeking to invest]. Section 2.2. Sprint Rights Plan. Each of Investor and Parent agrees that it will not, and will cause each of its respective Affiliates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Sprint Voting Securities if such acquisition would result in Investor or Parent or any of their respective Affiliates being deemed an Acquiring Person (as such term is defined in the Sprint Rights Plan) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Sprint Rights Plan). ARTICLE 3. OTHER STANDSTILL PROVISIONS; QUORUM Section 3.1. Standstill Covenants. Each of Investor and Parent agrees that it will not, and it will cause each of its respective Affiliates and Associates not to, directly or indirectly, alone or in concert with others (including with any of FT, DT, any Qualified Subsidiary, any Qualified Stock Purchaser, any other Strategic Investor or any Related Company or any of their respective Affiliates), unless specifically requested in writing by the Chairman of Sprint or by a resolution of a majority of the directors of Sprint, take any of the actions set forth below, except to the extent expressly permitted or provided for by the Amended Other Agreements: (a) effect, seek, offer, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of Beneficial Ownership of Sprint Voting Securities or other equity interests in Sprint which would result in a breach of Article 2 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange or business combination involving Sprint or any material portion of its business or any purchase of all or any substantial part of the assets of Sprint or any material portion of its business; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Sprint or any material portion of its business; or -8- (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of "solicitation") with respect to Sprint or any of its Affiliates or any action resulting in such Person becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to Sprint or any of its Affiliates; (b) propose any matter for submission to a vote of stockholders of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(b) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (c) form, join or participate in a Group with respect to any Sprint Voting Securities (other than any Group whose members consist solely of Investor, Parent and any of their Affiliates or Associates); (d) grant any proxy with respect to any Sprint Voting Securities to any Person not designated by Sprint, except for proxies granted to individuals who are officers, employees or regular agents or advisors of Investor who have received specific instructions from Investor, as to the voting of such Sprint Voting Securities with respect to the matter or matters for which the proxy is granted; (e) deposit any Sprint Voting Securities in a voting trust or subject any Sprint Voting Securities to any arrangement or agreement with respect to the voting of such Sprint Voting Securities or other agreement having similar effect, except for agreements solely among Investor and Parent; (f) execute any written stockholder consent with respect to Sprint, except for written consents executed by such Persons as holders of the Class A Stock in connection with (i) the election of Class A Directors (as defined in the Articles), (ii) the approval or disapproval of a Subject Event, Major Issuance or Major Competitor Transaction (each as defined in the Articles) during the period in which the holders of the Class A Stock are entitled to exercise disapproval rights with respect to such matter, (iii) any vote by the holders of Class A Common Stock, Series 3 FON Stock, or Series 3 PCS Stock with respect to which holders of each such class or series of stock is entitled to vote separately as a class, or (iv) any vote by the holders of the Class A Stock with respect to which such holders are entitled to vote together as a single class; -9- (g) take any other action to seek to affect the control of the management or Board of Directors of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(g) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (h) enter into any discussions, negotiations, arrangements or understandings with any Person (including any of FT, DT, any Qualified Subsidiary, any Qualified Stock Purchaser, any other Strategic Investor, or any Related Company or any of their respective Affiliates) other than the directors, officers, employees, agents or advisors of Investor or Parent with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; (i) disclose to any Person (including any of FT, DT, any Qualified Subsidiary, any Qualified Stock Purchaser, any other Strategic Investor, or any Related Company or any of their respective Affiliates) other than the directors, officers, employees, agents or advisors of Investor or Parent any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II of the Amended and Restated Stockholders' Agreement or form any such intention which would result in Investor or Parent or any of their respective Affiliates or Associates being required to make any such disclosure in any filing with a Governmental Authority or being required by Applicable Law to make a public announcement with respect thereto; or (j) request Sprint or any of its Affiliates, directors, officers, employees, representatives, advisors or agents, directly or indirectly, to amend or waive in any material respect this Agreement (including this Section 3.1(j)) or the articles of incorporation or the bylaws of Sprint or any of its Affiliates. Section 3.2. Press Releases, Etc. by Investor and Parent. (a) Subject to Section 3.2(b), each of Investor and Parent may issue such press releases and make such other public communications to the financial community and to its stockholders and such other public statements made in the ordinary course relating to its investment in Sprint, in each case as it reasonably deems appropriate and customary. Prior to making any such press release or other communication, Investor and Parent will use reasonable efforts to consult with Sprint in good faith regarding the form and content of any such communication, and Investor and Parent will use reasonable efforts to coordinate any such communication with any decisions reached by Sprint with respect to disclosures relating to such matters. -10- (b) Notwithstanding the provisions of Section 3.2(a), unless required by Applicable Law, neither Investor nor Parent nor any of their respective Affiliates or Associates, may make any press release, public announcement or other communication with respect to any of the matters described in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(g), 3.1(h) or 3.1(j) without the prior written consent of the Chairman of Sprint or by a resolution of a majority of the directors of Sprint. Nothing in this Section 3.2 shall permit Investor or Parent to take any action which would otherwise violate any provision contained in Section 3.1. Section 3.3. Notice of Proposals Regarding Acquisition Transactions. Each of Investor and Parent agrees that it will notify Sprint promptly if any inquiries or proposals which Investor or Parent reasonably believes are of substance are received by, any information is exchanged with respect to, or any negotiations or substantive discussions are initiated or continued with, Investor or Parent or any of their respective Affiliates regarding any Acquisition Proposal involving Sprint or any purchase of any of the shares of capital stock of Sprint Beneficially Owned by Investor, Parent or any of their respective Affiliates pursuant to a tender offer or exchange offer. ARTICLE 4. MISCELLANEOUS Section 4.1. Termination. The provisions of this Agreement shall terminate if Sprint proceeds with a transaction involving a Change of Control following the process described in Section 4.1 of the Amended and Restated Stockholders' Agreement. Any termination of this Agreement as provided herein shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any provision of this Agreement. Section 4.2. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: Investor: [Specify notice address] Parent: [Specify notice address] Sprint: 2330 Shawnee Mission Parkway East Wing Westwood, Kansas 66205 U.S.A. Attention: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 -11- with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attention: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The Parties shall promptly notify each other in the manner provided in this Section 4.2 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 4.3. Assignment. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party. Section 4.4. Entire Agreement. This Agreement, including the Exhibits attached hereto, embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the Parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. Section 4.5. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the Parties. No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 4.6. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. Section 4.7. Governing Law; Dispute Resolution; Equitable Relief. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). -12- (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (c) EACH OF INVESTOR AND PARENT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO INVESTOR AND PARENT IN THE MANNER PROVIDED IN SECTION 4.2. INVESTOR AND PARENT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT INVESTOR AND PARENT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF INVESTOR AND PARENT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH -13- OF INVESTOR AND PARENT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (d) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH BREACH HAS OCCURRED, AND AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 4.8. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each Party waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, to the extent permitted by Applicable Law it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. Section 4.9. Language. [Include the following if Investor or Parent is a Governmental Authority of France: The parties hereto have negotiated this Agreement in the English language, and have prepared successive drafts and the definitive text of this Agreement in the English language. For purposes of complying with loi nombre 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof. The parties deem the French and English versions of this Agreement to be equally authoritative.] [Include the following if Investor and Parent are not Governmental Authorities of France: This Agreement has been concluded in the English language and the original English version will govern in the event of any inconsistency between such version and any translation thereof.] Section 4.10. Counterparts. This Agreement may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 4.11. Remedies. In addition to any other remedies which may be available to Sprint (including any remedies which Sprint may have at law or in equity): -14- (a) Each of Investor and Parent agrees that Sprint shall have no obligation to honor transfers of Sprint Voting Securities or other equity interests in Sprint to Investor, Parent or any of their respective Affiliates or Associates which would cause any of Investor, Parent and their respective Affiliates or Associates to Beneficially Own Sprint Voting Securities or other equity interests in Sprint in violation of this Agreement, any such transfers shall be void and of no effect, and Sprint shall be entitled to instruct any transfer agent or agents for the equity interests in Sprint to refuse to honor such transfers; and (b) Investor and Parent acknowledge the provisions set forth in ARTICLE SIXTH, Section 2.5 of the Articles, ARTICLE SIXTH, Section 8.5(b) of the Articles, and Section 3.5 and Article VIII of the Amended and Restated Stockholders' Agreement relating to the consequences of a breach of certain provisions of this Agreement or any Qualified Subsidiary Standstill Agreement or to the consequences of certain actions taken by a Government Affiliate, Qualified Stock Purchaser, Strategic Investor or Related Company. -15- IN WITNESS WHEREOF, Sprint, Investor and Parent have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. SPRINT CORPORATION By:_____________________ Name: Title: [STRATEGIC INVESTOR] By:_____________________ Name: Title: [PARENT] By:_____________________ Name: Title -16- EXHIBIT C STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") dated as of _______ __, 1998 by and among SPRINT CORPORATION, a corporation formed under the laws of Kansas ("Sprint"), [QUALIFIED STOCK PURCHASER], a [company] [partnership] formed under the laws of ___________ ("Buyer"), and [PARENT] ("Parent" shall include any entity that Controls (as such term is defined in the Stockholders' Agreement) the Buyer); R E C I T A L S WHEREAS, Sprint, France Telecom S.A. ("FT") and Deutsche Telekom AG ("DT") entered into an Investment Agreement dated as of July 31, 1995, as amended (the "Investment Agreement"), pursuant to which FT and DT purchased shares of capital stock of Sprint; WHEREAS, as a condition to Sprint's entering into the Investment Agreement, Sprint, FT and DT entered into a Standstill Agreement dated as of July 31, 1995, which agreement was amended on June 24, 1997 (as so amended, the "Original Standstill Agreement"); WHEREAS, Sprint, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998, (the "FT/DT Restructuring Agreement"), which contemplates, among other things, the purchase by FT and DT of shares of PCS Common Stock -- Series 3, par value $ per share, of Sprint; WHEREAS, as a condition to its entering into the FT/DT Restructuring Agreement, Sprint required FT and DT to enter into that certain Amended and Restated Standstill Agreement dated as of _____________, 1998 (the "Standstill Agreement"), which contains certain restrictions on purchases of Sprint capital stock by FT and DT and their respective Affiliates and Associates and certain other limitations on FT and DT and their respective Affiliates and Associates; WHEREAS, Section 2.2(b) of the Standstill Agreement provides that FT and DT may, under certain circumstances and in accordance with the terms of Section 7.2 of the Amended and Restated Stockholders' Agreement or Section 2.2(b) of the Standstill Agreement, assign their right to purchase shares of Class A Stock to a Qualified Stock Purchaser, which Qualified Stock Purchaser shall execute a Qualified Stock Purchaser Standstill Agreement prior to and as a condition to the effectiveness of such assignment; WHEREAS, Article VI of the Stockholders' Agreement provides that Class A Holders may, under certain circumstances and in accordance with the terms of Section 7.2 of the Stockholders' Agreement, assign their right to purchase from Sprint shares of Class A Stock to a Qualified Stock Purchaser, which Qualified Stock Purchaser shall execute a Qualified Stock Purchaser Standstill Agreement prior to and as a condition to the effectiveness of such assignment; WHEREAS, Buyer is a Qualified Stock Purchaser to which [name of Class A Holder making assignment] has indicated an intention to transfer its right to purchase certain shares of Class A Stock representing ___% of the Voting Power of Sprint; and NOW, THEREFORE, in consideration of these premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Sprint, Buyer and Parent (each a "Party" and collectively the "Parties"), intending to be legally bound, hereby agree as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION Section 1.1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings specified below: "Acquisition Proposal" shall mean any proposal involving a transaction of the kind described in Section 8.6 of ARTICLE SIXTH of Sprint's Articles. "Affiliate" shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person, provided that Buyer and Parent shall not be deemed Affiliates of Sprint, and provided further that the term "Affiliate" with respect to FT and DT shall have the meaning set forth in the Standstill Agreement. "Amended and Restated Stockholders' Agreement" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Amended Other Agreements" shall mean the FT/DT Restructuring Agreement, the Amended and Restated Stockholders' Agreement, the Amended and Restated Registration Rights Agreement (as defined in the Amended and Restated Stockholders' Agreement), and the Amended and Restated Confidentiality Agreements (as defined in the Amended and Restated Stockholders' Agreement). "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, shall mean any Person which: (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing), including pursuant to the FT/DT Restructuring Agreement and the Amended and -2- Restated Stockholders' Agreement, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (b) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date hereof but including all such securities which a Person has the right to acquire beneficial ownership of, whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof). "Class A Common Stock" shall mean the Class A Common Stock, par value U.S. $2.50 per share, of Sprint. "Class A Stock" shall mean the Class A Common Stock, the Series 3 FON Stock and the Series 3 PCS Stock. "Control" (including, with its correlative meanings, "Controlled by" and "under common Control with") shall mean, with respect to a Person or Group: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 50 percent of the Voting Power of the entity in question; or (b) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "DT" shall have the meaning set forth in the Recitals to this Agreement. "FT" shall have the meaning set forth in the Recitals to this Agreement. "FT/DT Restructuring Agreement" means the Master Restructuring and Investment Agreement dated as of May 26, 1998 by and among Sprint, FT and DT. "Group" shall mean any group within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the date hereof. -3- "Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "Outstanding Sprint FON Stock" shall mean the shares of Sprint FON Stock outstanding as of any particular date, plus (i) all shares of Sprint FON Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the FT/DT Restructuring Agreement and the Amended and Restated Stockholders' Agreement, and (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group. "Outstanding Sprint PCS Stock" shall mean the shares of Sprint PCS Stock outstanding as of any particular date, plus (i) all shares of Sprint PCS Stock which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement, plus (ii) the aggregate Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group as of such date. "Outstanding Sprint Voting Securities" shall mean (i) the Sprint Voting Securities outstanding as of any particular date, plus (ii) all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement. "Percentage Limitation" shall have the meaning set forth in Section 2.1. "Percentage Ownership Interest" shall mean, with respect to any Person, that percentage of the Voting Power of Sprint represented by Votes associated with the Sprint Voting Securities owned of record by such Person or by its nominees. "Qualified Stock Purchaser Standstill Agreement" shall mean a Standstill Agreement in form and substance satisfactory to Sprint, FT and DT. "Qualified Subsidiary Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit A to the Standstill Agreement. "Recapitalization" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. -4- "Record Date Period" shall mean a period of ten Trading Days beginning on the ninth Trading Day (as defined in the Amended and Restated Stockholders' Agreement) before a record date for a meeting of Sprint's stockholders or for the payment of dividends and ending on (and including) such record date (which shall be a Trading Day). "Related Company" shall mean any Person not Controlled by Buyer or Parent, but in which Buyer, Parent and their respective Affiliates and Associates, individually or in the aggregate, directly or indirectly through one or more intermediaries, own securities entitling them to exercise in the aggregate more than 35 percent of the Voting Power of such Person. "Series 1 FON Stock" shall mean the FON Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created in connection with the Recapitalization. "Series 1 PCS Stock" shall mean the PCS Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 2 FON Stock" shall mean the FON Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 2 PCS Stock" shall mean the PCS Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 3 FON Stock" shall mean the FON Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 3 PCS Stock" shall mean the PCS Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Sprint" shall have the meaning set forth in the introductory paragraph of this Agreement. "Sprint FON Common Stock" shall mean (i) prior to the Recapitalization, the Common Stock, par value U.S. $2.50 per share, of Sprint, and (ii) following the Recapitalization, the Series 1 FON Stock and the Series 2 FON Stock. "Sprint FON Stock" shall mean the Sprint FON Common Stock and the Series 3 FON Stock. "Sprint PCS Common Stock" shall mean the Series 1 PCS Stock and the Series 2 PCS Stock. "Sprint PCS Preferred Stock" shall mean the Preferred Stock - -- Series 7, no par value, of Sprint, which is to be created prior to the CP Closing. -5- "Sprint PCS Stock" shall mean the Sprint PCS Common Stock, the Sprint PCS Preferred Stock and the Series 3 PCS Stock. "Sprint Rights Plan" shall mean the Rights Agreement dated as of June 9, 1997, as amended, between Sprint and UMB Bank, n.a., as rights agent. "Sprint Voting Securities" shall mean the Sprint FON Common Stock, the Sprint PCS Common Stock, the Sprint PCS Preferred Stock, the Class A Stock and any other securities of Sprint having the right to Vote. "Strategic Investor" shall mean any Person which owns directly any equity interests in a Qualified Subsidiary, other than FT, DT, any wholly owned Subsidiary of FT or DT or a Passive Financial Institution. "Strategic Investor Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit B to Standstill Agreement. "Vote" shall mean, as to any entity, the ability to cast a vote at a stockholders' or comparable meeting of such entity with respect to the election of directors or other members of such entity's governing body, provided that: (i) with respect to Sprint only, the term "Vote" shall mean the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of Sprint; (ii) with respect to Sprint only, the term "Vote" shall include the aggregate number of Votes represented by all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates Beneficially Owns or is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Amended and Restated Stockholders' Agreement; (iii) except as set forth in clause (iv) of this definition, with respect to Sprint only, in determining the number of Votes outstanding at any date and/or represented by any Sprint Voting Securities at any date, a record date for determining the stockholders entitled to vote shall be deemed to have been set by the Board of Directors of Sprint on each such date and accordingly the number of Votes represented by the Sprint PCS Stock on any given date shall be deemed to have been adjusted in the manner provided in Section 3.2 of Article SIXTH of the Articles as if such date were a record date for determining the stockholders entitled to vote; and (iv) notwithstanding clause (iii) of this definition, during a Record Date Period, the number of Votes outstanding at any date from and including the first day of such period and to and including the last day of such period and/or represented by any Sprint Voting Securities at -6- any date during such period shall be determined in the manner provided in Section 3.2 of Article SIXTH with respect to the record date occurring on the last day of such Record Date Period including, in the case of a record date for the payment of dividends, as if such date were a record date for determining the stockholders entitled to vote. "Voting Power" shall mean, as to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity, provided that, in the case of Sprint, the term "Voting Power" shall mean the aggregate number of Votes represented by all Outstanding Sprint Voting Securities. In addition to the foregoing, each of the following terms shall have the respective meanings given to such term in Article I of the Amended and Restated Stockholders' Agreement: Alien, Applicable Law, Articles, Associate, Atlas, Change of Control, Class A Provisions, Exchange Act, FCC, France, Germany, Governmental Authority, Initial Charter Amendment, Joint Venture Agreement, Joint Venture Documents, JV Entity, Passive Financial Institution, Person, Qualified Stock Purchaser, Qualified Subsidiary, SEC and Subsidiary. Section 1.2. Interpretation and Construction of this Agreement. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." All references herein to Articles, Sections and Exhibits shall be deemed to be references to Articles and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The headings of the Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context shall otherwise require or provide, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision). ARTICLE 2. RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY BUYER, PARENT AND THEIR AFFILIATES AND ASSOCIATES Section 2.Acquisition Restrictions. Subject to Section 2.2 and 2.3, each of Buyer and Parent agrees that it will not, and will cause each of its Affiliates and Associates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of Sprint Voting Securities if as a result of such acquisition, the Votes represented by the Sprint Voting Securities Beneficially Owned in the aggregate by Buyer and Parent and their respective Affiliates and Associates would be in excess of __% [the definitive agreement will specify the percentage assigned by Buyer in accordance with Section 2.2(b) -7- of the Standstill Agreement or Section 7.2 of the Amended and Restated Stockholders' Agreement] of the Voting Power of Sprint (the "Percentage Limitation"). Section 2.2. Effect of Action by Sprint; Inadvertent Action. (a) Subject to Section 2.3(b), neither Buyer nor Parent shall be deemed in violation of this Article 2 if the Beneficial Ownership of Sprint Voting Securities by Buyer, Parent and their respective Affiliates and Associates exceeds the Percentage Limitation (i) solely as a result of an acquisition of Sprint Voting Securities by Sprint (including as a result of a redemption by Sprint of its Sprint PCS Preferred Stock) that, by reducing the number of Outstanding Sprint Voting Securities, increases the proportionate number of Sprint Voting Securities Beneficially Owned by Buyer, Parent and their respective Affiliates and Associates, (ii) if the Beneficial Ownership of Sprint Voting Securities by Buyer, Parent and their respective Affiliates and Associates does not exceed the Percentage Limitation by more than 0.5% and the acquisitions of Beneficial Ownership which resulted in Buyer, Parent and their respective Affiliates and Associates exceeding such Percentage Limitation were undertaken in good faith and such Percentage Limitation was exceeded inadvertently, (iii) solely as a result of any readjustment in the relative Voting Power of the Sprint FON Stock and the Sprint PCS Stock in accordance with the terms of the Articles, (iv) solely as a result of a redemption or conversion of any Sprint PCS Stock pursuant to ARTICLE SIXTH, Section 7 of the Articles, or (v) because Buyer, Parent or their respective Affiliates or Associates acquire Beneficial Ownership of Sprint Voting Securities in excess of the Percentage Limitation in reliance on information regarding the number of outstanding shares of Sprint provided directly to any of Buyer, Parent and their respective Affiliates and Associates by Sprint in response to a request for such information by any of Buyer, Parent and their respective Affiliates and Associates immediately prior to such purchase. (b) Notwithstanding Section 2.3(a), the Percentage Limitation shall be deemed exceeded if (i) in the case of Section 2.3(a)(i), Buyer, Parent or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after it has been notified of an acquisition of Sprint Voting Securities by Sprint (including as a result of a redemption by Sprint of its Sprint PCS Preferred Stock), (ii) in the case of Section 2.3(a)(ii), Buyer, Parent or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after it has been notified or has knowledge that the Percentage Limitation has been exceeded, (iii) in the case of Section 2.3(a)(iii), after a readjustment in the relative Voting Power of the Sprint FON Stock and the Sprint PCS Stock which results in Buyer, Parent and their respective Affiliates and Associates having Beneficial Ownership of Sprint Voting Securities in excess of any of the Percentage Limitation, Buyer, Parent or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities, after being notified of, or having knowledge of such readjustment in the relative Voting Power, (iv) in the case of Section 2.3(a)(iv), after the redemption or conversion of any Sprint PCS Stock pursuant to ARTICLE SIXTH, Section 7 of the Articles which results in Buyer, Parent and their respective Affiliates and Associates having -8- Beneficial Ownership of Sprint Voting Securities in excess of the Percentage Limitation, Buyer, Parent or any of their respective Affiliates or Associates acquires Beneficial Ownership of any additional Sprint Voting Securities after being notified of, or having knowledge of, such redemption or conversion, and (v) in the case of Section 2.3(a)(v), Buyer, Parent or any of their respective Affiliates or Associates acquires Beneficial Ownership of additional Sprint Voting Securities after it has been notified that the information regarding the number of outstanding shares previously provided to it was incorrect and it has been provided by Sprint with correct information, unless in the case of clauses (i), (ii), (iii), (iv) and (v): (x) upon the acquisition of Beneficial Ownership of such additional Sprint Voting Securities, Buyer, Parent and their respective Affiliates and Associates do not Beneficially Own in the aggregate more than the Percentage Limitation, or (y) subject to the rights of Sprint in Section 5.7 of the Amended and Restated Stockholders' Agreement, such acquisition is effected pursuant to (A) the exercise of equity purchase rights by Buyer or Parent pursuant to the Amended and Restated Stockholders' Agreement, or (B) market purchases which are made solely in lieu of the exercise of equity purchase rights by Buyer or Parent pursuant to the Amended and Restated Stockholders' Agreement following the issuance of securities by Sprint, so long as (1) either (I) Buyer or Parent, as the case may be, has irrevocably waived its rights to exercise the equity purchase rights in respect of which such market purchases are made in lieu thereof, or (II) the time period for the exercise of such equity purchase rights has expired without the exercise of such rights, and (2) following such market purchases, the Percentage Ownership Interest of Buyer, Parent and their respective Affiliates and Associates does not exceed the Percentage Ownership Interest of Buyer, Parent and their respective Affiliates and Associates which would have been in effect had Buyer, Parent and their respective Affiliates exercised such equity purchase rights. Section 2.3. Sprint Rights Plan. Notwithstanding the provisions of Sections 2.1 and 2.2, each of Buyer and Parent agrees that it will not, and will cause each of its respective Affiliates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Sprint Voting Securities if such acquisition would result in Buyer or Parent or any of their respective Affiliates being deemed an Acquiring Person (as such term is defined in the Sprint Rights Plan) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Sprint Rights Plan). -9- ARTICLE 3. OTHER STANDSTILL PROVISIONS; QUORUM Section 3.1. Standstill Covenants. Each of Buyer and Parent agrees that it will not, and it will cause each of its respective Affiliates and Associates not to, directly or indirectly, alone or in concert with others (including with any of FT, DT, any Qualified Subsidiary, any other Qualified Stock Purchaser or any Related Company or any of their respective Affiliates), unless specifically requested in writing by the Chairman of Sprint or by a resolution of a majority of the directors of Sprint, take any of the actions set forth below, except to the extent expressly permitted or provided for by the Amended Other Agreements: (a) effect, seek, offer, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of Beneficial Ownership of Sprint Voting Securities or other equity interests in Sprint which would result in a breach of Article 2 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange or business combination involving Sprint or any material portion of its business or any purchase of all or any substantial part of the assets of Sprint or any material portion of its business; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Sprint or any material portion of its business; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of "solicitation") with respect to Sprint or any of its Affiliates or any action resulting in such Person becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to Sprint or any of its Affiliates; (b) propose any matter for submission to a vote of stockholders of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(b) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as -10- directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (c) form, join or participate in a Group with respect to any Sprint Voting Securities (other than any Group whose members consist solely of Buyer, Parent, any of their respective Affiliates and Associates and any Qualified Subsidiaries); (d) grant any proxy with respect to any Sprint Voting Securities to any Person not designated by Sprint, except for proxies granted to individuals who are officers, employees or regular agents or advisors of Buyer who have received specific instructions from Buyer as to the voting of such Sprint Voting Securities with respect to the matter or matters for which the proxy is granted; (e) deposit any Sprint Voting Securities in a voting trust or subject any Sprint Voting Securities to any arrangement or agreement with respect to the voting of such Sprint Voting Securities or other agreement having similar effect; (f) execute any written stockholder consent with respect to Sprint, except for written consents executed by such Persons as holders of the Class A Stock in connection with (i) the election of Class A Directors (as defined in the Articles), (ii) the approval or disapproval of a Subject Event, Major Issuance or Major Competitor Transaction (each as defined in the Articles) during the period in which the holders of the Class A Stock are entitled to exercise disapproval rights with respect to such matter, (iii) any vote by the holders of Class A Common Stock, Series 3 FON Stock, or Series 3 PCS Stock with respect to which holders of each such class or series of stock is entitled to vote separately as a class, or (iv) any vote by the holders of the Class A Stock with respect to which such holders are entitled to vote together as a single class; (g) take any other action to seek to affect the control of the management or Board of Directors of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(g) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (h) enter into any discussions, negotiations, arrangements or understandings with any Person (including any of FT, DT, any Qualified Subsidiary, any other Qualified Stock Purchaser or any Related Company or any of their respective Affiliates) other than Buyer, Parent, their Affiliates, Associates and their respective directors, officers, employees, agents or advisors with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; -11- (i) disclose to any Person (including any of FT, DT, any Qualified Subsidiary, any other Qualified Stock Purchaser or any Related Company or any of their respective Affiliates) other than Buyer, Parent, their Affiliates, Associates and their respective directors, officers, employees, agents or advisors any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II of the Stockholders' Agreement or form any such intention which would result in Buyer, Parent or any of their respective Affiliates or Associates being required to make any such disclosure in any filing with a Governmental Authority or being required by Applicable Law to make a public announcement with respect thereto; or (j) request Sprint or any of its Affiliates, directors, officers, employees, representatives, advisors or agents, directly or indirectly, to amend or waive in any material respect this Agreement (including this Section 3.1(j)) or the articles of incorporation or the bylaws of Sprint or any of its Affiliates. Section 3.2. Press Releases, Etc. by Buyer and Parent. (a) Subject to Section 3.2(b), each of Buyer and Parent may issue such press releases and make such other public communications to the financial community and to its stockholders and such other public statements made in the ordinary course relating to its investment in Sprint, in each case as it reasonably deems appropriate and customary. Prior to making any such press release or other communication, Buyer and Parent will use reasonable efforts to consult with Sprint in good faith regarding the form and content of any such communication, and Buyer and Parent will use reasonable efforts to coordinate any such communication with any decisions reached by Sprint with respect to disclosures relating to such matters. (b) Notwithstanding the provisions of Section 3.2(a), unless required by Applicable Law, neither Buyer nor Parent, nor any of their respective Affiliates or Associates, may make any press release, public announcement or other communication with respect to any of the matters described in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(g), 3.1(h) or 3.1(j) without the prior written consent of the Chairman of Sprint or by a resolution of a majority of the directors of Sprint. Nothing in this Section 3.2 shall permit Buyer or Parent to take any action which would otherwise violate any provision contained in Section 3.1. Section 3.3. Voting of Sprint Voting Securities. Except as set forth in Sections 3.1(d), 3.1(e) and 3.1(f), nothing in Section 3.1 shall restrict the manner in which Buyer, Parent and their respective Affiliates may vote their Sprint Voting Securities. Section 3.4. Quorum. Each of Buyer and Parent shall use reasonable efforts to ensure that they shall be present, and shall use reasonable efforts to cause their respective Affiliates and Associates owning Sprint Voting Securities to be present, in each case, in person or by proxy, at all meetings of stockholders of Sprint so that all Sprint Voting Securities Beneficially Owned by -12- Buyer and Parent and their respective Affiliates and Associates shall be counted for purposes of determining the presence of a quorum at such meeting. Section 3.5. Notice of Proposals Regarding Acquisition Transactions. Each of Buyer and Parent agrees that it will notify Sprint promptly if any inquiries or proposals which Buyer or Parent reasonably believes are of substance are received by, any information is exchanged with respect to, or any negotiations or substantive discussions are initiated or continued with, Buyer or Parent or any of their respective Affiliates regarding any Acquisition Proposal involving Sprint or any purchase of any of the shares of capital stock of Sprint Beneficially Owned by Buyer, Parent or any of their respective Affiliates pursuant to a tender offer or exchange offer. ARTICLE 4. MISCELLANEOUS Section 4.1. Termination. The provisions of this Agreement shall terminate if Sprint proceeds with a transaction involving a Change of Control following the process described in Section 4.1 of the Amended and Restated Stockholders' Agreement. Any termination of this Agreement as provided herein shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any provision of this Agreement. Section 4.Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: Buyer: [Specify notice address] Parent: [Specify notice address] Sprint: 2330 Shawnee Mission Parkway East Wing Westwood, Kansas 66205 U.S.A. Attention: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 -13- U.S.A. Attention: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The Parties shall promptly notify each other in the manner provided in this Section 4.2 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 4.3. Assignment. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party. Section 4.4. Entire Agreement. This Agreement, including the Exhibits attached hereto, embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the Parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. Section 4.5. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the Parties. No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 4.6. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. Section 4.7. Governing Law; Dispute Resolution; Equitable Relief. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS -14- OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (c) EACH OF BUYER AND PARENT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO BUYER AND PARENT IN THE MANNER PROVIDED IN SECTION 5.2. BUYER AND PARENT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT BUYER AND PARENT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF BUYER AND PARENT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF BUYER AND PARENT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS -15- INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (d) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH BREACH HAS OCCURRED, AND AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 4.8. Severability. The invalidity or unenforce- ability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each Party waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, to the extent permitted by Applicable Law it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. Section 4.9. Language. This Agreement has been concluded in the English language and the original English version will govern in the event of any inconsistency between such version and any translation thereof. Section 4.10. Counterparts. This Agreement may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 4.11. Remedies. In addition to any other remedies which may be available to Sprint (including any remedies which Sprint may have at law or in equity): (a) Each of Buyer and Parent agrees that Sprint shall have no obligation to honor transfers of Sprint Voting Securities or other equity interests in Sprint to Buyer, Parent or any of their respective Affiliates or Associates which would cause any of Buyer, Parent and their respective Affiliates or Associates to Beneficially Own Sprint Voting Securities or other equity interests in Sprint in violation of this Agreement, any such transfers shall be void and of no effect, and Sprint shall be entitled to instruct any transfer agent or agents for the equity interests in Sprint to refuse to honor such transfers; and -16- (b) Buyer and Parent acknowledge the provisions set forth in ARTICLE SIXTH, Section 2.5 of the Articles, ARTICLE SIXTH, Section 8.5(b) of the Articles, and Section 3.5 and Article VIII of the Amended and Restated Stockholders' Agreement relating to the consequences of a breach of certain provisions of this Agreement or any Qualified Subsidiary Standstill Agreement or to the consequences of certain actions taken by a Government Affiliate, Qualified Stock Purchaser, Strategic Investor or Related Company. -17- IN WITNESS WHEREOF, Sprint, Buyer and Parent have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. SPRINT CORPORATION By:_________________________ Name: Title: [QUALIFIED STOCK PURCHASER] By:_________________________ Name: Title: [PARENT] By:_________________________ Name: Title: -18- EX-99.4 5 Exhibit 4 ================================================================ ------------------------------ TOP UP RIGHT AGREEMENT ------------------------------ Among FRANCE TELECOM S.A., DEUTSCHE TELEKOM AG, TELE-COMMUNICATIONS, INC., COMCAST CORPORATION, and COX COMMUNICATIONS, INC., MAY 26, 1998 ================================================================ THIS TOP UP RIGHT AGREEMENT (the "Agreement") is entered into as of May 26, 1998, by and among FRANCE TELECOM S.A., a societe anonyme formed under the laws of France ("FT"), DEUTSCHE TELEKOM AG, an Aktiengesellschaft formed under the laws of Germany ("DT"), TELE-COMMUNICATIONS, INC., a Delaware corporation ("TCI"), COMCAST CORPORATION, a Pennsylvania corporation ("Comcast") and COX COMMUNICATIONS, INC., a Delaware corporation ("Cox", and together with TCI and Comcast, the "Cable Parents"). WHEREAS, pursuant to a Restructuring and Merger Agreement (the "Restructuring and Merger Agreement"), dated May 26, 1998, among Sprint, the Cable Parents and the other parties listed therein, Cox and certain subsidiaries of the Cable Parents (each, a "Cable Partner") will receive shares of Series 2 PCS Stock in exchange for certain interests in Sprint PCS indirectly owned by the Cable Parents (the "CP Exchange"); WHEREAS, such shares of Series 2 PCS Stock issued to the Cable Partners in the CP Exchange carry 1/10th of a vote per share; WHEREAS, pursuant to the Articles of Incorporation of Sprint, upon the transfer of any shares of Series 2 PCS Stock by a Cable Partner to a Person that is not a Cable Partner or an Affiliate or (in some circumstances) an Associate thereof, such shares automatically convert into full voting shares of Sprint; WHEREAS, FT and DT desire certain rights to purchase a portion of the shares of Series 2 PCS Stock transferred by the Cable Partners with respect to that amount of shares of Series 2 PCS Stock that results in the conversion of such shares to Series 1 PCS Stock; WHEREAS, pursuant to a form of Amended and Restated Stockholders' Agreement to be entered into in connection with the CP Exchange among Sprint, FT and DT, FT and DT have certain rights to purchase additional shares of Class A Stock (as defined herein) so as to enable FT and DT to maintain a certain percentage of the aggregate number of votes represented or to be represented by the voting securities of Sprint; WHEREAS, the Company, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998 (the "FT/DT Restructuring Agreement"), which contemplates, among other things, the purchase by FT and DT of (i) shares of Series 3 PCS Stock in connection with the CP Exchange and (ii) shares of Series 1 PCS Stock in connection with the proposed IPO (as defined herein); WHEREAS, unless otherwise indicated, capitalized terms used in this Agreement but not defined in this Agreement have the meanings given to such terms in the Restructuring and Merger Agreement; NOW, THEREFORE, in consideration of (i) FT and DT's respective undertakings to purchase shares of Series 3 PCS Stock as set forth herein and in the FT/DT Restructuring Agreement, (ii) FT and DT entering into the Amended Registration Rights Agreement in connection with the CP Exchange among Sprint, FT and DT (the "Registration Rights Agreement"), and (iii) FT and DT' s respective undertakings to vote in favor of the Recapitalization, and the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS ----------- "Associate" means, when used to indicate a relationship with any Person, (i) a corporation or organization of which such Person is a partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities and (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity. "Amended and Restated Standstill Agreement" means the Amended and Restated Standstill Agreement to be entered into among Sprint, FT and DT in connection with the CP Exchange as it may be amended or supplemented from time to time. "Business Day" means a day of the year on which banks are not required or authorized to be closed in the State of New York or in France or Germany. "Class A Common Stock" means the Class A Common Stock, par value $2.50 per share, of Sprint, as provided for in the Current Sprint Charter. "Class A Holders" means FT, DT and any Qualified Subsidiary to which shares of Class A Stock or Non-Class A Common Stock have been transferred in accordance with Section 2.2 of the Stockholders' Agreement, and any Qualified Stock Purchaser that acquires shares of Class A Stock pursuant to Article VI or Section 5.1 of the Stockholders' Agreement or pursuant to Section 2.2(b) of the Amended and Restated Standstill Agreement. "Class A Provisions" has the meaning set forth in the Stockholders' Agreement. "Class A Stock" means the Class A Common Stock, the Series 3 FON Stock and the Series 3 PCS Stock. "Closing Price" means, with respect to a security on any day, the last sale price, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked price, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed of admitted to trading on The New York Stock 2 Exchange, Inc. or, if such security is not listed or admitted to trading on such exchange as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the security is listed or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date such security is not quoted by any such organization, the average of the closing bid and asked price as furnished by a professional market maker making a market in the security selected in good faith by the Board of Directors. If the security is not publicly held or so listed or publicly traded, "Closing Price" means the fair market value of such security. "CP Registration Rights Agreement" means the Registration Rights Agreement in the form of Exhibit H attached to the Restructuring and Merger Agreement to be entered into at the Closing among Sprint, TCI, Comcast and Cox. "Derivative Security" means any and all rights, warrants, options, convertible securities, or exchangeable securities or indebtedness, or other rights, exercisable for or convertible into or exchangeable for, directly or indirectly, shares of Sprint PCS Stock, whether at the time of issuance or upon the passage of time or the occurrence of some future event, but does not include shares of Sprint PCS Stock. Subject to Section 3.05(b), the term "Derivative Security" also includes any security whose value is determined by reference to the value of Series 1 PCS Stock but is not otherwise within the definition of the term "Derivative Security". "Encumbrance" means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. "Exchange Act" means the Securities Exchange Act of 1933, as amended. "FT/DT Restructuring Agreement" has the meaning set forth in the preamble. "Non-Class A Common Stock" means the Sprint FON Common Stock and the Sprint PCS Common Stock. "Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated association or other entity. "Qualified Stock Purchaser" shall have the meaning set forth in the Stockholders' Agreement. "Qualified Subsidiary" shall have the meaning set forth in the Stockholders' Agreement. 3 "Registration Rights Agreement" has the meaning set forth in the preamble. "Sprint PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS Stock and the Series 3 PCS Stock. "Third Party" means any Person other than a Cable Partner, FT, DT or any Affiliate thereof. "Top Up Amount" means as to any Class A Holder with respect to any Transfer, the lesser of (A) an amount of Series 2 PCS Stock such that such Class A Holder would maintain immediately after such Transfer the percentage voting power in Sprint equal to the percentage voting power in Sprint that such Class A Holder held as of the immediately preceding record date for the payment of dividends by Sprint immediately preceding such Transfer and (B) such Class A Holder's pro rata share (allocated on the basis of the amounts determined under clause (A) for all Class A Holders with respect to such Transfer) of 18% of the amount of Series 2 PCS Stock proposed to be Transferred. "Trading Day" means, with respect to any security, a day on which the principal national securities exchange on which such security is listed or admitted to trading, or NASDAQ, if such security is listed or admitted to trading thereon, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such security is not listed or admitted to trading on any national securities exchange or NASDAQ, any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.01. Representations and Warranties. Each party to this Agreement represents and warrants to the other parties that, as of the date hereof: (a) such party has full power and authority to execute and deliver this Agreement and the execution and delivery by such party of this Agreement has been duly authorized by all necessary action; and (b) this Agreement has been duly and validly executed and delivered by such party and constitutes the binding obligation of such party, enforceable against such party in accordance with its terms. SECTION 2.02. Representation and Warranties of FT. FT represents and warrants to the other parties that compliance with the loi no. 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise (or any other statute or regulation having a similar effect) is not 4 required in connection with the execution, delivery or performance of this Agreement or in order for this Agreement to be a valid and binding obligation of FT. ARTICLE III TOP UP RIGHT SECTION 3.01. Top Up Right. (a) (i) In the event of any pending or completed transfer by any Cable Partner (the "Selling Cable Partner") of shares of Series 2 PCS Stock which would trigger the conversion of such shares to shares of Series 1 PCS Stock pursuant to the Articles of Incorporation of Sprint which conversion would in turn trigger an Equity Purchase Right pursuant to the form of Amended and Restated Stockholders' Agreement to be entered into among FT, DT and Sprint in connection with the CP Exchange (each, a "Transfer"), the applicable Cable Parent shall cause its Selling Cable Partner to provide FT and DT, with a copy to Sprint, written notice of such pending or, if prior notice is not required by the express terms of this Agreement, completed Transfer (a "Notice of Pending or Completed Disposition") of such shares (or of any pending or completed disposition of any Derivative Securities) at the time and in the manner set forth herein. Subject to the terms and conditions set forth below, any Notice of Pending or Completed Disposition required hereby shall be provided as promptly as practicable in connection with any such Transfer, taking into account the applicable method of and circumstances surrounding the Transfer. With respect to certain such Transfers, to the extent and subject to the terms and conditions set forth below, each Class A Holder shall have the right (the "Top Up Right") to purchase from the Selling Cable Partner all or a portion of the amount of shares of Series 2 PCS Stock equal to the applicable Top Up Amount for such Class A Holder (the "Offered Shares"); provided, however, that such right shall be exercisable with respect to any Transfer only to the extent FT and DT have not otherwise exercised their Equity Purchase Rights or made open market purchases with respect to any such Transfer. In the event that the Class A Holders are entitled to a Top Up Right pursuant to the terms of this Article III, the Notice of Pending or Completed Disposition shall, to the extent practicable in light of the proposed or completed method of disposition as described below, set forth the number of Offered Shares being offered, the price (to the extent determined) at which the Selling Cable Partner proposes to or has previously effected Transfer of the shares of Series 2 PCS Stock which triggered the Top Up Right, the method(s) of Transfer, and any other material terms of the pending or completed Transfer. To the extent a particular method of Transfer of shares of Series 2 PCS Stock by a Selling Cable Partner does not fit within a method of Transfer described in Sections 3.02 through 3.06, the parties will in good faith apply the provisions set forth herein (the "Comparable Provisions") which would apply to the particular method of Transfer which most closely approximates the method of Transfer proposed by the Selling Cable Partner in order to provide the Class A Holders with a corresponding Top Up Right in connection with such Transfer (but only to the extent the Comparable Provisions provide for a Top Up Right). 5 (ii) Any Top Up Right set forth in this Article III shall be exercisable by written notice (a "Notice of Exercise") to each Selling Cable Partner given in the manner set forth below. Such Notice of Exercise shall state the number of Offered Shares or portion of the applicable Top Up Amount that the Class A Holder elects to purchase. (iii) Upon the consummation of any purchase and sale pursuant to this Article III, and against delivery of the purchase price for such Offered Shares payable in immediately available funds by wire transfer or check, the applicable Selling Cable Partner shall deliver or cause to be delivered, and shall transfer the ownership of the Offered Shares to be sold, free and clear of any Encumbrance created by the Selling Cable Partner. SECTION 3.02. Modified Dribble Out. In the event of any Transfer of Series 2 PCS Stock by a Selling Cable Partner identified in any Notice of Pending or Completed Disposition as a "dribble out" Transfer, such Selling Cable Partner may, but is not required to, offer to the Class A Holders a Top Up Right on the terms and subject to the conditions set forth in Section 3.03(i) below, mutatis mutandis; provided, however, that the aggregate amount of shares so identified as "dribble out" amounts by each Selling Cable Partner in any three-month period shall not exceed the lesser of (i) the then applicable average weekly trading volume of the Sprint PCS Stock (as determined pursuant to Rule 144) and (ii) 1% of the outstanding shares of Sprint PCS Stock (the "Dribble Out Amount"). A Selling Cable Partner making a "dribble out" Transfer shall deliver a Notice of Pending or Completed Disposition promptly after each such Transfer (which notice shall identify such Transfer as a "dribble out" Transfer). If the Selling Cable Partner so elects to offer to the Class A Holders a Top Up Right, the price at which each Class A Holder shall have the right to purchase the Offered Shares (the "First Offer Price") shall be equal to the price paid or to be paid by the transferee(s) in respect of the "dribble out" Transfer(s) (or the blended average price in the case of a series of such Transfers). SECTION 3.03. Cash Sales (Other than Underwritten Public Offerings and Derivative Securities). In the event of any Transfer by a Selling Cable Partner of shares of Series 2 PCS Stock for cash in excess of the Dribble Out Amount, the Selling Cable Partner will, except as set forth in Sections 3.04 and 3.05 below, at the applicable Selling Cable Partner's election, either (i) permit the Class A Holders to exercise a Top Up Right by Notice of Exercise given within 30 days following delivery of a Notice of Pending or Completed Disposition at a First Offer Price equal to the greater of (A) the blended average price paid by the applicable Third Party purchasers and (B) the most recent Closing Price at the time of exercise of the applicable Top Up Right or (ii) provide the Class A Holders reasonable advance notice of such Transfer (which, in the case of block or at the market trades occurring within 10 Trading Days of such notice shall be one Business Day and in the case of all other Transfers (other than underwritten private placements) shall be 5 Business Days), in which event, each Class A Holder shall be entitled to elect by Notice of Exercise given prior to the earlier to occur of (I) the close of business on the applicable transaction date and (II) the fifth Business Day following the date of such notice, to exercise the applicable Top Up Right in connection with such Transfer at a per share price equal to the applicable transaction price (or the blended average price in the case of a 6 series of at-the-market Transfers). To assure participation in transactions described in clause (i) or clause (ii) of the previous sentence (as well as "dribble out" Transfers as to which the applicable Selling Cable Partner offers a Top Up Right), a Class A Holder may provide binding standby purchase commitments to the Selling Cable Partners which will specify price ranges, aggregate limits and term. Any such binding standby commitment is revocable by the applicable Class A Holder on 5 Business Days' notice (but not following the delivery of the applicable Notice of Pending or Completed Disposition under clause (i) or (ii) above or such a notice as to a "dribble out" Transfer as to which the Selling Cable Partner offers a Top Up Right). No Transfers described in this Section 3.03 shall be made during the five Trading Day period (each, a "Blackout Period") which (x) either precedes the record date for stockholder meetings of Sprint or (y) terminates on the dividend payment date for Sprint capital stock. SECTION 3.04. Underwritten Public Offerings or Private Placements. (a) In the event of any Transfer of Series 2 CPS Stock by a Selling Cable Partner in an underwritten public offering or underwritten private placement, the Top Up Right described in this Section 3.04 will apply. The Selling Cable Partner will provide the Class A Holders with a Notice of Pending or Completed Disposition in respect of any such Transfer (i) at the same time the applicable notice is provided to Sprint under the CP Registration Rights Agreement (but in any event not less than 10 Business Days prior to any Transfers made pursuant to any underwritten public offering) or (ii) 20 days prior to any dispositions made pursuant to any underwritten private placement. In order to exercise its Top Up Right hereunder, a Class A Holder must deliver a Notice of Exercise to the Selling Cable Partner no later than the commencement of any "road show" (or other corresponding marketing efforts) in connection with any public offering or within 10 Business Days of receipt of a Notice of Pending or Completed Disposition in connection with an underwritten private placement. The Notice of Exercise may provide that the portion of the Top Up Amount to be purchased by the applicable Class A Holder is subject to change according to the final offering price of the shares purchased by the applicable Third Party purchasers. The First Offer Price will be equal to such offering price, less one half of the per share underwriting discount. (b) The Notice of Exercise of any Class A Holder to purchase shares of Series 2 PCS Stock pursuant to this Section 3.04 shall represent a binding commitment of such Class A Holder (subject to the consummation of the applicable public offering or private placement). (c) Sprint will provide all Class A Holders with one copy of the registration statement, and all amendments thereto, promptly upon filing thereof with the SEC, in connection with any underwritten public offering by a Selling Cable Partner hereunder. SECTION 3.05. Sales of Derivative Securities. (a) Subject to comparable notice provisions to those set forth in Section 3.04 hereof, the Class A Holders will have the right to exercise a Top Up Right by acquiring an appropriate portion of any Derivative Security proposed to be sold by any Selling Cable Partner in a public offering or a private placement transaction by providing a Notice of Exercise in the manner described in Section 3.04 above, mutatis mutandis; 7 provided, however, that except as set forth in the proviso in (b) below, the Class A Holders have no Top Up Right with respect to a Derivative Security that does not provide for settlement by delivery of shares of PCS Stock (e.g., settlement in cash and/or other currency only). To the extent that the issuance of any such Derivative Security transfers voting rights with respect to the underlying shares to the holder of such Derivative Security, a Class A Holder shall acquire equivalent rights with respect to the applicable portion of such underlying shares to the extent it exercises its Top Up Right with respect to such Derivative Security. (b) Class A Holders shall not have any Top Up Right upon delivery of shares of Series 2 PCS Stock to the holders of such Derivative Securities upon settlement, exchange or conversion of the Derivative Security; provided, however, that in the event the applicable Selling Cable Partner sells shares of Series 2 PCS Stock in order to obtain cash to pay a cash settlement price with respect to Derivative Security, the applicable Top Up Right set forth in this Article III apply. SECTION 3.06. Non-Cash Sales. In the case of a proposed Transfer for consideration other than cash (a "Non-Cash Transfer"), the applicable Selling Cable Partner will, at its election, either (i) if the transferee would be an "Associate" of the Selling Cable Partner following such Non-Cash Transfer, require the applicable transferee to assume the obligations of the applicable Selling Cable Partner under this Agreement with respect to the applicable shares of Series 2 PCS Stock and require the transferee to execute and deliver an equivalent Top Up Right Agreement with FT and DT, in which case such transferee would enter into a standstill agreement with Sprint and the applicable shares of Series 2 PCS Stock would not, pursuant to the terms of the Articles of Incorporation of Sprint, convert into Series 1 PCS Stock in connection with such Non-Cash Transfer or (ii) whether or not such transferee is or would be an "Associate," provide a Notice of Pending or Completed Disposition in respect of such proposed Non-Cash Transfer 20 Business Days prior to the proposed Transfer (or, if later, the date of the applicable agreement regarding the proposed Transfer). In the case of a Non-Cash Transfer to which a Selling Cable Partner elects to have clause (ii) hereof apply, the Class A Holders will have a Top Up Right at the time of such Transfer (exercisable by delivery of a Notice of Exercise given prior to such Transfer) at a First Offer Price equal to a cash price per share equivalent to the value per share of the non-cash consideration paid in connection with such Transfer as determined by independent investment banks selected by the applicable Class A Holder and the Selling Cable Partner (i.e., a customary 2+1 appraisal process, with a third appraiser appointed only if the first two appraisals differ by more than 10%). In the case of non-cash consideration that is received by the Selling Cable Partner on a tax-free basis, the value of such non-cash consideration for purposes of determining the First Offer Price shall be "grossed-up" by an amount equal to (x) the gain recognized by the Selling Cable Partner on a per share basis divided by (y) one minus the highest statutory federal and state income tax rate applicable to income of the Selling Cable Partner. Each Cable Parent shall cause its applicable Cable Partner to not consummate Non-Cash Transfers pursuant to clause (ii) of this Section 3.06 during the Blackout Periods. 8 SECTION 3.07. Inapplicable Events. Notwithstanding anything else set forth in this Agreement, Class A Holders shall not have a Top Up Right and the Cable Partners shall not be required to deliver a Notice of Pending or Completed Disposition in connection with (i) any transfer to Sprint, (ii) an automatic conversion of shares of Series 2 PCS Stock into shares of Series 1 PCS Stock pursuant to the Articles of Incorporation of Sprint and (iii) Transfers by a Cable Partner of Series 2 PCS Stock to an Affiliate of a Cable Partner; provided, however, that any such Affiliate transferee agrees in writing to be bound by the terms of this Agreement and shall thereafter be deemed a "Cable Partner" of the applicable Cable Parent hereunder. ARTICLE IV TERMINATION SECTION 4.01. Termination. The obligations of the Cable Parents and the Cable Partners hereunder shall terminate (i) at such time as the "equity purchase rights" of the Class A Holders contained in Article V of the form of Amended and Restated Stockholders' Agreement to be entered into in connection with the CP Exchange would terminate, (ii) as to DT or FT, respectively, upon any material breach of this Agreement by DT or FT, as the case maybe, including any determination that the representation and warranty of FT in Section 2.02 is untrue in any material respect, or (iii), as to any Cable Parent, at such time as such Cable Parent and its subsidiaries no longer hold any shares of Series 2 PCS Stock. ARTICLE V ADDITIONAL AGREEMENTS SECTION 5.01. Top-Up Obligation. FT and DT agree to purchase shares of Series 3 PCS Stock in connection with the CP Exchange and the IPO, in the manner and amounts, and subject to the conditions specified in the FT/DT Restructuring Agreement. SECTION 5.02. Registration Rights Agreement. FT and DT agree to enter into the Registration Rights Agreement simultaneously with the entering into of this Agreement. SECTION 5.03. Agreement to Vote in Favor of CP Exchange and Recapitalization. FT and DT agree to vote their shares of Sprint Common Stock in favor of the CP Exchange and the Recapitalization (including the Initial Charter Amendment and the Subsequent Charter Amendment) and the other matters related thereto presented for a vote of stockholders in connection therewith. SECTION 5.04. Other Agreements Have No Effect. FT and DT agree that no amendment, modification or alteration of any provision of the agreements entered into in connection herewith or to be entered into in connection with the Master Restructuring and Investment Agreement among FT, DT and Sprint dated as of May 26, 1998 (including the form 9 of Amended and Restated Stockholders' Agreement) shall have any effect on the rights and obligations of the parties hereunder or otherwise affect the meaning of any term or provision hereof. ARTICLE VI MISCELLANEOUS ------------- SECTION 6.01. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: France Telecom S.A. 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Group Executive Vice President Resources Tel: (33 1) 44 44 84 72 Fax: (33 1) 44 44 01 51 with a copy to: France Telecom S.A. 6 place d'Alleray 75505 Paris Cedex 15 France Attn: General Counsel Tel: (33 1) 44 44 84 76 Fax: (33 1) 44 12 40 35 with a copy to: Shearman & Sterling 599 Lexington Avenue New York, New York 10022 U.S.A. Attn: Alfred J. Ross, Jr., Esq. Tel: (212) 848-4000 Fax: (212) 848-8434 10 DT: Deutsche Telekom S.A. Friedrich-Ebeert-Allee 140 D-53113 Bonn Germany Tel: 49-228-181-9000 Fax: 49-228-181-8970 Attn: Chief Executive Officer with a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 U.S.A. Attn: Robert P. Davis, Esq. Tel: (212) 225-2000 Fax: (212) 225-3999 Notice to FT or DT shall be deemed to be notice to its Qualified Subsidiaries and Qualified Stock Purchasers. TCI: Tele-Communications, Inc. 5619 DTC Parkway Englewood, Colorado 80111 Telecopy: (303) 488-3200 Attention: President with copies to: Tele-Communications, Inc. 5619 DTC Parkway Englewood, Colorado 80111 Telecopy: (303) 488-3245 Attention: General Counsel Baker & Botts, L.L.P. 599 Lexington Avenue New York, New York 10022-6030 Telecopy: (212) 705-5125 Attention: John L. Graham Cox: Cox Communications, Inc. 1400 Lake Hearn Drive Atlanta, Georgia 30319-1464 Telecopy: (404) 847-6336 Attention: Dallas Clement 11 with a copy to: Dow, Lohnes & Albertson 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036-6802 Telecopy: (202) 776-2222 Attention: David D. Wild Comcast: Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102-2148 Telecopy: (215) 981-7794 Attention: General Counsel with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telecopy: (212) 450-4800 Attention: Dennis S. Hersch The parties to this Agreement shall promptly notify each other in the manner provided in this Section 6.01 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopies also shall be sent concurrently by mail, but shall in any event be effective as stated above. SECTION 6.02. Waiver Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the parties hereto. No failure or delay or any party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. SECTION 6.03. Binding Agreement; Assignment; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Except as set forth herein and by operation of law, no party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of each other party to this Agreement. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. SECTION 6.04. GOVERNING LAW; DISPUTE RESOLUTION; EQUITABLE RELIEF. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 12 ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING BY IT AGAINST ANY OF THE OTHER PARTIES WITH RESPECT TO ITS RIGHTS, OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLIED). EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (c) EACH PARTY HERETO HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER TO A COPY THEREOF TO SUCH PARTY IN THE MANNER PROVIDED IN SECTION 6.01. EACH PARTY SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT SUCH PARTY WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OR PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OR ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE 13 MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (d) EACH PARTY HERETO AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES HERETO FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES HERETO MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH. EACH PARTY HERETO AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. SECTION 6.05. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not effect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Law, each party hereto waives any provision of Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. SECTION 6.06. Headings; Counterparts. Headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. SECTION 6.07. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the parties hereto, executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, expect as so provided in the preceding sentence. SECTION 6.08. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court described in Section 6.04, from service of process, from attachment prior to judgment, from attachment in aid of execution of a 14 judgment, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, if, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. 15 IN WITNESS WHEREOF, the parties hereto have duly executed this TOP UP RIGHT Agreement as of the day and year first above written. FRANCE TELECOM S.A. _____________________________ By: Title: DEUTSCHE TELEKOM AG _____________________________ By: Title: TELE-COMMUNICATIONS, INC. _____________________________ By: Title: COMCAST CORPORATION _____________________________ By: Title: COX COMMUNICATIONS, INC. _____________________________ By: Title: EX-99.5 6 Exhibit 5 ================================================================= AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT Among FRANCE TELECOM S.A., DEUTSCHE TELEKOM AG and SPRINT CORPORATION Dated as of ----------, 1998 ================================================================= TABLE OF CONTENTS Page ARTICLE I DEFINITIONS............................................2 ARTICLE II RESTRICTIONS ON TRANSFER OF SHARES....................32 Section 2.1. General Transfer Restrictions..................32 Section 2.2. Transfers to Qualified Subsidiaries............32 Section 2.3. Other Transfers Prior to January 31, 2001......33 Section 2.4. Other Transfers................................33 Section 2.5. Company Rights to Purchase.....................34 Section 2.6. Termination of Transfer Restrictions...........40 Section 2.7. Notice of Certain Actions......................42 Section 2.8. Restrictive Legends............................42 Section 2.9. Reorganization, Reclassification, Merger, Consolidation or Disposition of Shares.......................44 Section 2.10. Strategic Mergers; Business Combinations; Company Tender for Shares..............................44 Section 2.11. Effect of Proposed Redemption..................44 ARTICLE III PROVISIONS CONCERNING DISPOSITION OF LONG DISTANCE ASSETS.......................................45 Section 3.1. Offers to FT and DT............................45 Section 3.2. Assignment of Rights...........................48 Section 3.3. Timing of Disposition..........................48 Section 3.4. Method of Purchase.............................48 Section 3.5. Termination of Rights..........................49 ARTICLE IV PROVISIONS CONCERNING CHANGE OF CONTROL...............50 Section 4.1. Sale of Assets or Control......................50 Section 4.2. Required Share Purchases.......................50 ARTICLE V EQUITY PURCHASE RIGHTS................................51 Section 5.1. Right to Purchase..............................51 Section 5.2. Notice.........................................53 Section 5.3. Manner of Exercise; Manner of Payment..........54 Section 5.4. Adjustments....................................54 Section 5.5. Closing of Purchases...........................55 Section 5.6. Terms of Payment...............................55 Section 5.7. Suspension of Equity Purchase Rights...........56 -i- Page ARTICLE VI HOLDINGS BY MAJOR COMPETITORS.........................58 ARTICLE VII COVENANTS.............................................59 Section 7.1. Reservation and Availability of Capital Stock...............................59 Section 7.2. Assignee Purchasers............................59 Section 7.3. Automatic Exercise of Rights with Respect to Option Shares; Method of Purchase.............................59 Section 7.4. Procedures for Redemption......................61 Section 7.5. Joint Action by FT and DT......................63 Section 7.6. Compliance with Tax Laws.......................63 Section 7.7. Compliance with Security Requirements..........63 Section 7.8. Major Issuances................................64 Section 7.9. Participation by Class A Directors in Certain Circumstances ......................65 Section 7.10. Spin-offs......................................65 Section 7.11. FCC Licenses...................................66 Section 7.12. Issuance of Class A Stock......................66 Section 7.13. Defeasance of Fifth Series.....................66 Section 7.14. Continuing Directors...........................66 Section 7.15. Long Distance Business.........................66 Section 7.16. Intellectual Property..........................66 Section 7.17. Automatic Exercise of Rights with Respect to CP Conversion Shares; Method of Purchase.....................67 ARTICLE VIII TERMINATION OF CERTAIN RIGHTS.........................68 ARTICLE IX TAX INDEMNIFICATION...................................69 Section 9.1. Indemnification for Company Purchase...........69 Section 9.2. Indemnification for Supplementary Payments.....70 Section 9.3. Rebate of Indemnity............................70 Section 9.4. Exclusions from Indemnity......................71 Section 9.5. Consequences of Assignment.....................72 Section 9.6. Verification...................................72 Section 9.7. Contest Rights.................................73 ARTICLE X U.S. REAL PROPERTY TAX MATTERS........................74 Section 10.1. Notification...................................74 Section 10.2. Control of FIRPTA Determination................74 Section 10.3. Issuance of Certification; Related Matters.....75 -ii- Page Section 10.4. Advisory Costs................................75 Section 10.5. Indemnity.....................................75 Section 10.6. Contest Rights................................76 ARTICLE XI MISCELLANEOUS........................................77 Section 11.1. Notices.......................................77 Section 11.2. Waiver, Amendment, etc........................78 Section 11.3. No Partnership................................78 Section 11.4. Binding Agreement; Assignment; No Third Party Beneficiaries .................79 Section 11.5. GOVERNING LAW; DISPUTE RESOLUTION; EQUITABLE RELIEF..............................79 Section 11.6. Severability..................................80 Section 11.7. Translation...................................81 Section 11.8. Table of Contents; Headings; Counterparts.....81 Section 11.9. Entire Agreement..............................81 Section 11.10.Waiver of Immunity............................81 Section 11.11.Acquisitions by FT and DT of Stock from Third Parties............82 Section 11.12.Effect of Conversion..........................82 Section 11.13.Continuing Director Approval..................82 -iii- AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, dated as of _____________, 1998 (this "Agreement"), by and among SPRINT CORPORATION, a corporation formed under the laws of Kansas (the "Company"), FRANCE TELECOM S.A., a societe anonyme formed under the laws of France ("FT"), and DEUTSCHE TELEKOM AG, an Aktiengesellschaft formed under the laws of Germany ("DT"); W I T N E S S E T H: WHEREAS, the Company, FT and DT entered into an Investment Agreement dated as of July 31, 1995, as amended (the "Investment Agreement") pursuant to which FT and DT purchased shares of capital stock of the Company; WHEREAS, in connection with the transactions contemplated by the Investment Agreement, the Company, FT and DT entered into a Stockholders' Agreement dated as of January 31, 1996, which agreement was amended on June 24, 1997 (the "1996 Stockholders' Agreement"); WHEREAS, the Company, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998 (the "FT/DT Restructuring Agreement"), which contemplates, among other things, the purchase by FT and DT of shares of Series 3 PCS Stock; WHEREAS, as a condition precedent to and in consideration of the transactions contemplated in the FT/DT Restructuring Agreement, the Company, FT and DT are required to enter into this Agreement and in reliance thereon the Company, FT and DT have has entered into the FT/DT Restructuring Agreement; NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein and in the FT/DT Restructuring Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of FT, DT and the Company (each a "Party and collectively the "Parties"), intending to be legally bound, hereby agrees that the 1996 Stockholders' Agreement is hereby amended and restated in its entirety as follows: ARTICLE I DEFINITIONS ----------- The following capitalized terms used in this Agreement will have the following meanings: "Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person, provided that (a) no JV Entity shall be deemed an Affiliate of any party hereto unless (i) FT, DT and Atlas own a majority of the Voting Power of such JV Entity and the Company does not have the Tie-Breaking Vote, or (ii) FT, DT or Atlas has the Tie-Breaking Vote; (b) FT, DT and the Company shall not be deemed Affiliates of each other; (c) Atlas shall be deemed an Affiliate of FT and DT; and (d) the term "Affiliate" shall not include any Governmental Authority of France or Germany or any other Person Controlled, directly or indirectly, by any such Governmental Authority, in each case except for FT, DT, Atlas and any other Person directly, or indirectly through one or more intermediaries, Controlled by FT, DT or Atlas. "Alien" means "aliens", "their representatives", "a foreign government or representatives thereof" or "any corporation organized under the laws of a foreign country" as such terms are used in Section 310(b)(4) of the Communications Act of 1934, as amended, or as hereafter may be amended, or any successor provision of law. "Amended and Restated Confidentiality Agreements" means the Amended and Restated DT Investor Confidentiality Agreement and the Amended and Restated FT Investor Confidentiality Agreement. "Amended and Restated DT Investor Confidentiality Agreement" means the Amended and Restated Investor Confidentiality Agreement between the Company and DT dated as of the date hereof. "Amended and Restated FT Investor Confidentiality Agreement" means the Amended and Restated Investor Confidentiality Agreement between the Company and FT dated as of the date hereof. "Amended and Restated Registration Rights Agreement" means the Amended and Restated Registration Rights Agreement among the Company, FT and DT, dated as of the date hereof, as it may be amended or supplemented from time to time. "Amended and Restated Standstill Agreement" means the Amended and Restated Standstill Agreement among the Company, FT and DT, dated as of the date hereof, as it may be amended or supplemented from time to time. -2- "Applicable Law" means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority, and (b) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority. "Applicable CP Period" means a period beginning on the fifth day prior to a record date relating to a vote of the stockholders of the Company or the payment of dividends to the stockholders of the Company and ending on the day following such record date. "Applicable FON Ratio" shall have the meaning set forth in Section 7.5(b) hereof. "Applicable Overall Ratio" shall have the meaning set forth in Section 7.5(a) hereof. "Applicable PCS Ratio" shall have the meaning set forth in Section 7.5(b) hereof. "Articles" means the Articles of Incorporation of the Company, as amended or supplemented from time to time. "Assignment Notice" shall have the meaning set forth in Section 3.2 hereof. "Associate" has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act, provided that when used to indicate a relationship with FT or DT or their respective Subsidiaries or Affiliates, the term "Associate" shall mean (a) in the case of FT, any Person occupying any of the positions listed on Schedule A hereto, and (b) in the case of DT, any Person occupying any of the positions listed on Schedule B hereto, provided, further, that, in each case, no Person occupying any such position described in clause (a) or (b) hereof shall be deemed an "Associate" of FT or DT, as the case may be, unless the Persons occupying all such positions described in clauses (a) and (b) hereof Beneficially Own, in the aggregate, more than 0.2% of the Voting Power of the Company. "Atlas" means the company formed as a societe anonyme under the laws of Belgium pursuant to the Joint Venture Agreement, dated as of December 15, 1994, between FT and DT, as amended. "Available Record Date Blackout Shares," with respect to any Record Date Blackout Period, means a number of shares of Series 3 FON Stock and/or Series 3 PCS Stock, the allocation of which is determined by Section 5.8, which after giving effect to the issuance of such shares represents Votes in an amount equal to the lesser of (i) 20% of the Voting Power of the Company minus the sum of (x) the Percentage Ownership Interest of the Class A Holders as of the beginning of such Record Date Blackout Period, and (y) the Percentage Ownership Interest which would be represented by shares with respect to which the Class A Holders have Equity Purchase Rights, after giving effect to the issuance of such shares, (ii) 0.75% of the outstanding -3- Voting Power of Sprint as of the first day of the Record Date Blackout Period, and (iii) 1.25% of the outstanding Voting Power of Sprint as of the first day of the Record Date Blackout Period, less the Percentage Ownership Interest represented by the number of Shares purchased pursuant to Section 5.8 during the preceding 12 months. "Basis Windfall" shall have the meaning set forth in Section 9.3 hereof. "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, means any Person which: (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing) including, without limitation, pursuant to the Investment Agreement, the FT/DT Restructuring Agreement and this Agreement, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (b) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act but including all such securities which a Person has the right to acquire beneficial ownership of whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate thereof), provided that (i) Class A Common Stock, Sprint FON Stock and Sprint PCS Stock held by one of FT or DT or its Affiliates or Associates shall not also be deemed to be Beneficially Owned by the other of FT or DT or its Affiliates or Associates; (ii) Sprint FON Stock and Sprint PCS Stock shall not be deemed to be Beneficially Owned by FT, DT or their Affiliates or Associates by virtue of the top up rights and standby commitments granted under the Purchase Rights Agreement except to the extent that FT, DT or their Affiliates or Associates have (A) acquired shares of Sprint FON Stock or Sprint PCS Stock pursuant to the Purchase Rights Agreement, or (B) become irrevocably committed to acquire, and the Cable Partners have become irrevocably committed to sell, shares of Sprint FON Stock or Sprint PCS Stock pursuant to the Purchase Rights Agreement (with such Beneficial Ownership being determined on a full-voting basis), subject only to customary closing conditions, if any; and (iii) FT, DT and their Affiliates and Associates shall not be deemed to Beneficially Own any incremental Voting Power resulting -4- solely from the increase in Voting Power provided for by the application of Section 7.5(d) of the Articles. "Board of Directors" means the board of directors of the Company. "Brokers' Transactions" means brokers' transactions within the meaning of Rule 144 of the Securities Act, or any successor rule. "Business Day" means any day other than a day on which commercial banks in The City of New York, Paris, France, or Frankfurt am Main, Germany, are required or authorized by law to be closed. "Buyers" shall have the meaning set forth in the FT/DT Restructuring Agreement. "Buy Notice" shall have the meaning set forth in Section 2.5(b) hereof. "Bylaws" means the Bylaws of the Company, as amended or supplemented from time to time. "Cable Partners" means Tele-Communications, Inc., Comcast Corporation and Cox Communications, Inc. and any of their respective successors (by merger, consolidation, transfer or otherwise) to all or substantially all of their respective businesses or assets. "Cellular and Wireless Division" means the former Cellular and Wireless Communications Services Division of the Company. "Change in Law" shall have the meaning set forth in Section 10.2(b) hereof. "Change of Control" means a: (a) decision by the Board of Directors to sell Control of the Company or not to oppose a third party tender offer for Voting Securities of the Company representing more than 35% of the Voting Power of the Company; or (b) change in the identity of a majority of the Directors due to (i) a proxy contest (or the threat to engage in a proxy contest) or the election of Directors by the holders of Preferred Stock; or (ii) any unsolicited tender, exchange or other purchase offer which has not been approved by a majority of the Independent Directors, provided that a Strategic Merger shall not be deemed to be a Change of Control and, provided, further, that any transaction between the Company and FT and DT or otherwise involving FT and DT and any of their direct or indirect Subsidiaries which are parties to a Contract therefor shall not be deemed to be a Change of Control. -5- "Class A Common Stock" means the Class A Common Stock of the Company, including the Old Class A Common Stock and the Class A Common Stock -- Series DT (each as described in the Articles). "Class A Director" means any Director elected by the Class A Holders pursuant to Section 2(a) of ARTICLE FIFTH of the Articles or appointed by Class A Directors pursuant to Section 4(b) of ARTICLE FIFTH of the Articles. "Class A FON Shares" means shares of Series 3 FON Stock and Shares Issuable With Respect to the Class A Equity Interest in the FON Group. "Class A Holder Eligible Notes" means notes of a Class A Holder issued pursuant to Section 5.6, substantially in the form of Exhibit A attached hereto, made payable to the Company which, in the written opinion of an investment banking firm of recognized international standing addressed to the Company and reasonably satisfactory to the Company, would sell, at the date of their issuance, at a price equal to their principal amount (taking into account the likely manner and timing of resale by the Company), provided that no note of any Class A Holder shall be deemed to be a Class A Holder Eligible Note (a) if such Class A Holder's debt instruments are at that time rated by Moody's Investors Service, Inc., Standard and Poor's Corporation or Duff & Phelps Credit Rating Co., and if it is to be issued at a time when such Class A Holder's debt instruments comparable to the note proposed to be a Class A Holder Eligible Note (or, if rated, such note itself) do not possess at least two of the three following ratings: Baa3 or better (or a comparable rating if the rating system is changed) by Moody's Investors Service, Inc.; BBB- or better (or a comparable rating if the rating system is changed) by Standard and Poor's Corporation; and BBB- or better (or a comparable rating if the rating system is changed) by Duff & Phelps Credit Rating Co., and (b) unless nationally-recognized counsel shall have delivered an opinion in form and substance reasonably satisfactory to each payee that such notes are enforceable obligations of such Class A Holder in accordance with the terms thereof, and provided, further, that no note issued by any Qualified Subsidiary shall be deemed to be a Class A Holder Eligible Note unless FT or DT, as the case may be, shall have executed a guarantee with respect to the obligations of such Qualified Subsidiary thereunder, satisfactory in form and substance to the Company. "Class A Holders" means FT, DT and any Qualified Subsidiary to which shares of Class A Stock or Non-Class A Common Stock have been transferred in accordance with Section 2.2 hereof, and any Qualified Stock Purchaser that acquires shares of Class A Stock or Non- Class A Common Stock pursuant to Article VI or Section 5.1 of this Agreement or pursuant to Section 2.2(b) of the Amended and Restated Standstill Agreement (and shall include such Persons even after all of the shares of Class A Stock have been converted into Non-Class A Common Stock of the Company). "Class A PCS Shares" means shares of Series 3 PCS Stock and Shares Issuable With Respect to the Class A Equity Interest in the PCS Group. -6- "Class A Provisions" means Section 5 (but only with respect to those provisions addressing the Class A Stock), Section 6 (but only with respect to those provisions addressing the Class A Stock), Section 8, Section 9 (but only with respect to those provisions addressing the Class A Stock), Section 10, Section 11 and Section 12 of ARTICLE SIXTH of the Company's Articles of Incorporation, as amended from time to time. "Class A Stock" means the Class A Common Stock, the Series 3 FON Stock and the Series 3 PCS Stock. "Closing Price" means, with respect to a security on any day, the last sale price, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on The New York Stock Exchange, Inc. or, if such security is not listed or admitted to trading on such exchange as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the security is listed or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date such security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the security selected in good faith by the Board of Directors. If the security is not publicly held or so listed or publicly traded, "Closing Price" means the Fair Market Value of such security. "Code" means the U.S. Internal Revenue Code of 1986, as amended. "Committed Percentage" means, as to any Class A Holder, the percentage obtained by dividing the aggregate number of Votes represented or to be represented by the Voting Securities of the Company (a) owned of record by such Class A Holder or by its nominees, and (b) which such Class A Holder has committed to the Company to purchase pursuant to Sections 7.3 and 7.8 or Articles V and VI hereof (but not pursuant to the FT/DT Restructuring Agreement until such shares are acquired pursuant to such agreement), by the sum of (i) the Voting Power of the Company and (ii) the Votes to be represented by any Voting Securities of the Company such Class A Holder has committed to the Company to purchase from the Company pursuant to Article V or VI or Section 7.3 hereof (but not pursuant to the FT/DT Restructuring Agreement until such shares are acquired pursuant to such agreement). "Company" shall have the meaning set forth in the preamble. "Company Eligible Notes" means notes of the Company (or its permitted assignee pursuant to Section 2.5), satisfactory in form and substance to the Company, FT and DT, made payable to the Transferring Stockholder, or Class A Holder as provided in Section 2.6(b)(ii) hereof, which, in the written opinion of an investment banking firm of recognized international -7- standing addressed to the Transferring Stockholder, or Class A Holder as provided in Section 2.6(b)(ii) hereof, and reasonably satisfactory to such Transferring Stockholder or Class A Holder, as the case may be, would sell, at the date of their issuance, at a price equal to their principal amount (taking into account the likely manner and timing of resale by such Transferring Stockholder or Class A Holder, as the case may be), provided that no note of the Company (or its permitted assignee pursuant to Section 2.5) shall be deemed to be a Company Eligible Note (a) if it is to be issued at a time when the Company's (or such assignee's) debt instruments comparable to the notes proposed to be a Company Eligible Note (or such note itself) do not possess at least two of the three following ratings: Baa3 or better (or a comparable rating if the rating system is changed) by Moody's Investors Service, Inc.; BBB- or better (or a comparable rating if the rating system is changed) by Standard and Poor's Corporation; and BBB- or better (or a comparable rating if the rating system is changed) by Duff & Phelps Credit Rating Co., and (b) unless nationally-recognized counsel shall have delivered an opinion in form and substance reasonably satisfactory to each payee that such notes are enforceable obligations of the Company (or such assignee) in accordance with the terms thereof. "Company Purchase" shall have the meaning set forth in Section 9.1 hereof. "Company Stock Payment Notes" shall have the meaning set forth in Section 7.3 hereof. "Company Tax Payment" shall have the meaning set forth in Section 9.3 hereof. "Continuing Director" means any Director who is unaffiliated with the Buyers and their "affiliates" and "associates" (as each such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and was a Director prior to the time that any Buyer or any such affiliate or associate became an Interested Stockholder (as such term is defined in the Fair Price Provisions), and any successor of a Continuing Director if such successor is not affiliated with any such Interested Stockholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting of Directors at which at least seven Continuing Directors are present. "Contract" means any loan or credit agreement, note, bond, indenture, mortgage, deed of trust, lease, franchise, contract, or other agreement, obligation, instrument or binding commitment of any nature. "Control" means, with respect to a Person or Group, any of the following: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 35 percent of the Voting Power of the entity in question; or -8- (b) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "Corporation Joint Venture Termination" means any of the following: (a) the sale of Venture Interests by a Sprint Party pursuant to Section 20.5(a) of the Joint Venture Agreement; or (b) the receipt by the FT/DT Parties of the Tie-Breaking Vote due to a Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are defined in the Joint Venture Agreement) on the part of any of the Sprint Parties. "CP Closing" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "CP Conversion Shares" shall mean shares of Series 1 PCS Stock issued upon the conversion of shares of Series 2 PCS Stock. "Director" means a member of the Board of Directors. "DT" shall have the meaning specified in the preamble. "Eligible Purchaser" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Equity Purchase Price" shall have the meaning set forth in Section 5.5(b) hereof. "Equity Purchase Right" shall have the meaning set forth in Section 5.1 hereof. "ESMR" means any commercial mobile radio service, and the resale of such service, of the type authorized under the rules for Specialized Mobile Radio Services designated under Subpart S of Part 90 of the FCC's rules or similar Applicable Laws of any other country in effect on the date hereof, including the networking, marketing, distribution, sales, customer interface and operations functions relating thereto. "Europe" means the current geographic area covered by the following countries and territories located on the European continent, plus in the case of France, its territories and possessions located outside the European continent: Albania, Andorra, Austria, Belgium, Bosnia-Hercegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Monaco, Montenegro, Netherlands, Norway, Poland, -9- Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom, and Vatican City. "Excess Taxes" shall have the meaning set forth in Section 9.1 hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC from time to time promulgated thereunder. "Exempt Asset Divestitures" mean, with respect to the Company and its Subsidiaries: (a) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to joint ventures approved by FT and DT prior to January 31, 1996; (b) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to (i) any entity in exchange for equity interests in such entity if, after such transaction, the Company owns at least 51 percent of both the Voting Power and equity interests in such entity or (ii) any joint venture that is an operating joint venture not controlled by any of its principals and in which (x) the Company has the right, acting alone, to disapprove (and thereby prohibit) decisions relating to acquisitions and divestitures involving more than 20 percent of the Fair Market Value of such entity's assets, mergers, consolidations and dissolution or liquidation of such entity and the adoption of such entity's business plan and (y) Major Competitors of the Joint Venture do not in the aggregate own more than 20% of the equity interests or Voting Power; (c) Transactions in which the Company exchanges one or more (i) local exchange telephone businesses for one or more such businesses or (ii) public cellular or wireless radio telecommunications service systems for one or more such systems, provided that the Company shall not, directly or indirectly, receive cash in any such transaction in an amount greater than 20 percent of the Fair Market Value of the property or properties Transferred by it; (d) Transfers of assets, shares or other equity interests (other than Long Distance Assets) by the Company to any of its Subsidiaries, or by any of its Subsidiaries to the Company or any other Subsidiary of the Company; (e) any Spin-off of equity interests of a wholly-owned Subsidiary that is not a Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun-off Entity"), provided that the Class A Holders receive securities in the Spun-off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in the Articles and the Bylaws; -10- (f) Transfers of assets (other than Long Distance Assets) of the Company or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition, the "IT Assets"), to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such assets, or the Company or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company, and (ii) the Transfer of such assets will not materially and adversely affect the operation of the Company; or (g) Transfers of assets (other than Long Distance Assets or IT Assets) of the Company or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition, a "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided, that (i) the Fair Market Value of such assets, together with the Fair Market Value of assets of the Company Transferred to such Person or other Persons in related transactions, do not represent more than five percent of the Fair Market Value of the assets of the Company, (ii) the Transfer of such assets will not materially and adversely affect the operation of the Company, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the assets so Transferred or the Company or such Subsidiary has the right to cause such Non-IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company. "Exempt Long Distance Asset Divestitures" mean, with respect to the Company and its Subsidiaries: (a) Transfers of Long Distance Assets to a Qualified Joint Venture; (b) Transfers of Long Distance Assets to any entity if the Company and its Subsidiaries after such transaction own at least 70 percent of both the Voting Power and equity interests of such entity, provided that if a Major Competitor of FT or DT or the -11- Joint Venture holds equity interests in such entity, such Major Competitor's equity interests and Votes in such entity as a percentage of the Voting Power of such entity shall not, directly or indirectly, exceed 20 percent; (c) Transfers of Long Distance Assets pursuant to an underwritten, widely- distributed public offering at the conclusion of which the Company and its Subsidiaries shall own at least 51 percent of both the Voting Power and equity interests in the entity that owns such Long Distance Assets; (d) Transfers in the ordinary course of business of Long Distance Assets determined by the Company to be unnecessary for the orderly operation of the Company's business, and sale-leasebacks of Long Distance Assets and similar financing transactions after which the Company and its Subsidiaries continue in possession and control of the Long Distance Assets involved in such transaction; (e) Transfers of Long Distance Assets by the Company to any of its Subsidiaries, or by any of its Subsidiaries to the Company or any other Subsidiary of the Company; (f) Transfers of Long Distance Assets to FT or DT or any assignee thereof pursuant to this Agreement; (g) any Spin-off of equity interests of a wholly-owned Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun-off Entity"), provided that the Class A Holders receive securities in the Spun-off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in the Articles and the Bylaws; (h) Transfers of Long Distance Assets of the Company or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition, the "IT Assets"), to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such Long Distance Assets, or the Company or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the -12- Company as determined in good faith by the Company, and (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business. Any such IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset; or (i) Transfers of Long Distance Assets (other than IT Assets) of the Company or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided, that (i) the Fair Market Value of such Long Distance Assets, together with the Fair Market Value of Long Distance Assets Transferred to such Person or other Persons in related transactions, do not represent more than three percent of the Fair Market Value of the Long Distance Assets of the Company, (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the Long Distance Assets so Transferred or the Company or such Subsidiary has the right to cause such Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company. Any such Non-IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset. "Exercise Amount" shall have the meaning set forth in Section 7.3 hereof. "Fair Market Value" means, with respect to any asset, shares or other property, the cash price at which a willing seller would sell and a willing buyer would buy such asset, shares or other property in an arms-length negotiated transaction without undue time restraints, as determined in good faith by a majority of the Independent Directors as certified in a resolution delivered to all of the Class A Holders. "Fair Price Provisions" means ARTICLE SEVENTH of the Articles, and any successor provision thereto. "FCC" means the Federal Communications Commission. "FCC Order" means, with respect to any proposed Transfer of Long Distance Assets by the Company, either: -13- (a) an effective written order or other final action from the FCC (either in the first instance or upon review or reconsideration) either declaring that FT and DT are not prohibited by Section 310 from owning such Long Distance Assets or stating that no such declaration is required, and as to which no Proceeding shall be pending or threatened that presents a substantial possibility of resulting in a reversal thereof; or (b) an effective written order from, or other final action taken by, the FCC pursuant to delegated authority (either in the first instance or upon review or reconsideration) either declaring that FT and DT are not prohibited by Section 310 from owning such Long Distance Assets, or stating that no such declaration is required, which order or final action shall no longer be subject to further administrative review, and as to which no Proceeding shall be pending or threatened that presents a substantial possibility of resulting in a reversal thereof; For purposes of clause (b) of this definition, an order from, or other final action taken by, the FCC pursuant to delegated authority shall be deemed no longer subject to further administrative review: (x) if no petition for reconsideration or application for review by the FCC of such order or final action has been filed within thirty days after the date of public notice of such order or final action, as such 30-day period is computed and as such date is defined in Sections 1.104 and 1.4 (or any successor provisions), as applicable, of the FCC's rules, and the FCC has not initiated review of such order or final action on its own motion within forty days after the date of public notice of the order or final action, as such 40-day period is computed and such date is defined in Sections 1.117 and 1.4 (or any successor provisions) of the FCC's rules; or (y) if any such petition for reconsideration or application for review has been filed, or, if the FCC has initiated review of such order or final action on its own motion, the FCC has issued an effective written order or taken final action to the effect set forth in clause (a) above. "FIRPTA Determination" means with respect to any sale, exchange (including a deemed exchange) or other disposition by a Class A Holder of Shares, a determination as to whether the Company is a "United States Real Property Holding Corporation" within the meaning of Section 897 of the Code and the regulations thereunder (or any successor provision). "FIRPTA Tax" shall have the meaning set forth in Section 10.5 hereof. "First Notice Period" shall have the meaning set forth in Section 2.5(a) hereof. "First Offer Price" shall have the meaning set forth in Section 2.5(a) hereof. -14- "FON Trading Average" means (i) the Volume Weighted Trading Average of the Series 1 FON Stock for the ten consecutive Trading Days following the date of the Recapitalization, divided by (ii) a fraction, the numerator of which is the number of shares of Sprint FON Common Stock which are outstanding immediately prior to the Recapitalization and the denominator of which is the number of shares of Series 1 FON Stock issued in the Recapitalization. "Formula Price" means (i) prior to the Recapitalization, as to a share of Class A Common Stock, a per share price equal to the greater of (a) the Market Price of a share of Sprint FON Common Stock on the date of the sale of such share of Class A Common Stock, and (b) an amount equal to the Weighted Average Price paid by the Class A Holders for the share of Class A Common Stock, together with a stock appreciation factor thereon (calculated on the basis of a 365-day year) at the rate of 3.88% through and including the date of such redemption, such stock appreciation factor to be calculated, on an annual compounding basis, from the date of the purchase of such share of Class A Common Stock until the date of redemption, (ii) after the Recapitalization, as to a Class A FON Share, a per share price equal to the greater of (a) the Market Price of a share of Series 1 FON Stock on the date of the sale of such Class A FON Share, and (b) an amount equal to the Weighted Average Price paid by the Class A Holders for the Class A FON Share, together with a stock appreciation factor thereon (calculated on the basis of a 365-day year) at the rate of 3.88% through and including the date of such redemption, such stock appreciation factor to be calculated, on an annual compounding basis, from the date of the purchase of such Class A FON Share until the date of redemption, and (iii) as to a Class A PCS Share, a per share price equal to the greater of (a) the Market Price of a share of Series 1 PCS Stock on the date of the sale of such Class A PCS Share, and (b) an amount equal to the Weighted Average Price paid by the Class A Holders for the Class A PCS Share, together with a stock appreciation factor thereon (calculated on the basis of a 365-day year) at the rate of 3.88% through and including the date of such redemption, such stock appreciation factor to be calculated, on an annual compounding basis, from the date of purchase of such Class A PCS Share until the date of redemption. In determining the Weighted Average Price paid by the Class A Holders for purposes of this definition following the Recapitalization, the original purchase price paid by the Class A Holders for shares of Class A Common Stock acquired by the Class A Holders prior to the Recapitalization shall be allocated among the Class A FON Shares and the Class A PCS Shares as follows: (i) the amount allocated to the Class A FON Shares shall be equal to the aggregate amount paid by the Class A Holders for Class A Common Stock prior to the Recapitalization, multiplied by (A) the FON Trading Average, divided by (B) the sum of the FON Trading Average and the PCS Trading Average, and (ii) the amount allocated to the Class A PCS Shares shall be equal to the aggregate amount paid by the Class A Holders for Class A Common Stock prior to the Recapitalization, multiplied by (A) the PCS Trading Average, divided by (B) the sum of the FON Trading Average and the PCS Trading Average. "France" means the Republic of France, including French Guiana, Guadeloupe, Martinique and Reunion, and its territories and possessions. -15- "FT" shall have the meaning specified in the preamble. "FT/DT Joint Venture Termination" means any of the following: (a) the sale of Venture Interests by an FT/DT Party pursuant to Section 20.5(b), 20.5(c) or 20.5(d) of the Joint Venture Agreement; or (b) the receipt by the Sprint Parties of the Tie-Breaking Vote due to a Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are defined in the Joint Venture Agreement) on the part of any of the FT/DT Parties. "FT/DT Party" shall have the meaning set forth in the Joint Venture Agreement. "FT/DT Restructuring Agreement" shall have the meaning set forth in the Recitals. "FT/DT Stock Payment Notes" means notes of FT and DT in substantially the form of Exhibit E. "FT/DT Weighted Purchase Price" means the Weighted Average Price paid by FT, DT, their respective Qualified Subsidiaries and any Qualified Stock Purchasers for Class A Common Stock, Class A FON Shares or Class A PCS Shares, as the case may be, calculated solely with respect to Class A Common Stock, Class A FON Shares or Class A PCS Shares, as the case may be, purchased from the Company pursuant to this Agreement, the Investment Agreement or the FT/DT Restructuring Agreement. In determining the FT/DT Weighted Purchase Price paid by the Class A Holders for purposes of this definition following the Recapitalization, the original purchase price paid by the Class A Holders for shares of Class A Common Stock prior to the Recapitalization shall be allocated among the Class A FON Shares and the Class A PCS Shares as follows: (i) the amount allocated to the Class A FON Shares shall be equal to the aggregate amount paid by the Class A Holders for Class A Common Stock purchased from the Company prior to the Recapitalization, multiplied by (A) the FON Trading Average, divided by (B) the sum of the FON Trading Average and the PCS Trading Average, and (ii) the amount allocated to the Class A PCS Shares shall be equal to the aggregate amount paid by the Class A Holders for Class A Common Stock purchased from the Company prior to the Recapitalization, multiplied by (A) the PCS Trading Average, divided by (B) the sum of FON Trading Average and the PCS Trading Average. "Germany" means the Federal Republic of Germany. "Governmental Approval" means any consent, waiver, grant, concession or License of, registration or filing with, or declaration, report or notice to, any Governmental Authority. -16- "Governmental Authority" means any federation, nation, state, sovereign, or government, any federal, supranational, regional, state or local political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government, provided that the term "Governmental Authority" shall not include FT, DT, Atlas or any of their respective Subsidiaries. "Group" means any group within the meaning of Section 13(d)(3) of the Exchange Act. "Indemnitee" shall have the meaning set forth in Section 9.1 hereof. "Independent Director" means any member of the Board of Directors who (a) is not an officer or employee of the Company, or any Class A Holder, or any of their respective Subsidiaries, (b) is not a former officer of the Company, or any Class A Holder, or any of their respective Subsidiaries, (c) does not, in addition to such person's role as a Director, act on a regular basis, either individually or as a member or representative of an organization, serving as a professional adviser, legal counsel or consultant to the Company, or any Class A Holder, or their respective Subsidiaries, if, in the opinion of the Nominating Committee of the Board of Directors of the Company (the "Nominating Committee") or the Board of Directors if a Nominating Committee is not in existence, such relationship is material to the Company, any Class A Holder, or the organization so represented or such person, and (d) does not represent, and is not a member of the immediate family of, a person who would not satisfy the requirements of the preceding clauses (a), (b) and (c) of this sentence. A person who has been or is a partner, officer or director of an organization that has customary commercial, industrial, banking or underwriting relationships with the Company, any Class A Holder, or any of their respective Subsidiaries, that are carried on in the ordinary course of business on an arms-length basis and who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition, may qualify as an Independent Director, unless, in the opinion of the Nominating Committee or the Board of Directors if a Nominating Committee is not in existence, such person is not independent of the management of the Company, or any Class A Holder, or any of their respective Subsidiaries, or the relationship would interfere with the exercise of independent judgment as a member of the Board of Directors. A person who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition and who, in addition to fulfilling the customary director's role, also provides additional services directly for the Board of Directors and is separately compensated therefor, would nonetheless qualify as an Independent Director. Notwithstanding anything to the contrary contained in this definition, each Director as of July 31, 1995 who was not an executive officer of the Company shall be deemed to be an Independent Director hereunder. -17- "Initial Charter Amendment" means the Amended and Restated Articles of Incorporation of Sprint filed with the Secretary of State of the State of Kansas on _____, 1998 effecting the creation of the PCS Stock, among other things. "Investment Agreement" shall have the meaning set forth in the Recitals. "Joint Venture" means the joint venture formed by FT, DT, Sprint Sub and the Company as provided in the Joint Venture Agreement. "Joint Venture Agreement" means the Joint Venture Agreement dated as of June 22, 1995, as amended on January 31, 1996, and on June 30, 1997, by and among the Company, Sprint Sub, FT, DT and Atlas. "Joint Venture Documents" shall have the meaning set forth in the Joint Venture Agreement. "JV Entity" shall have the meaning set forth in the Joint Venture Agreement. "LD Disapproval Notice" shall have the meaning set forth in Section 3.1(d) hereof. "LD Option Period" shall have the meaning set forth in Section 3.1(d) hereof. "LD Sale Notice" shall have the meaning set forth in Section 3.1(c) hereof. "License" means any license, ordinance, authorization, permit, certificate, variance, exemption, order, franchise or approval, domestic or foreign. "Lien" means any mortgage, pledge, security interest, adverse claim, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or similar Applicable Law of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation. "Lien Transfer" shall mean the granting of any Lien on any Long Distance Asset, other than: (a) a Lien securing purchase money indebtedness that does not have a term longer than the estimated useful life of the Long Distance Asset subject to such Lien; -18- (b) Liens or other comparable arrangements relating to the financing of accounts receivable; and (c) Liens securing any other indebtedness for borrowed money, provided that (i) the amount of such indebtedness, when added to the aggregate amount of purchase money indebtedness referred to in clause (a) above, does not exceed 30% of the total book value of the Long Distance Assets as at the date of the most recently published balance sheet of the Company, (ii) the indebtedness secured by such Liens is secured only by Liens on Long Distance Assets, (iii) the face amount of such indebtedness does not exceed the book value of the Long Distance Assets subject to such Liens, and (iv) such indebtedness is for a term no longer than the estimated useful life of the Long Distance Assets subject to such Liens. "Local Exchange Division" means the Local Division of the Company. "Long Distance Assets" means: (a) the assets reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division; (b) any assets acquired by the Company or any of its Subsidiaries following December 31, 1994 that are reflected in the Company's balance sheet as included in the Long Distance Division; (c) any assets of the Company or any of its Subsidiaries that are not reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division, which after December 31, 1994 are transferred by the Company or any of its Subsidiaries to, or reclassified by the Company or any of its Subsidiaries as part of, the Long Distance Division; (d) any assets acquired by the Company after December 31, 1994 that are used or held for use primarily for the benefit of the Long Distance Business; and (e) any assets referred to in clauses (a) through (c) above that are used or held for use primarily for the benefit of the Long Distance Business which are transferred or reclassified by the Company or any of its Subsidiaries outside of the Long Distance Division, but which continue to be owned by the Company or any of its Subsidiaries; provided that the term "Long Distance Assets" shall not include (i) any assets that are used or held for use primarily for the benefit of any Non-Long Distance Business, or (ii) any other assets reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Cellular and Wireless Division or the Local Exchange Division (other than as such assets in -19- the Cellular and Wireless Division or the Local Exchange Division may be transferred or reclassified in accordance with paragraph (c) of this definition). "Long Distance Business" means all long distance telecommunications activities and services of the Company and its Subsidiaries at the relevant time, including (but not limited to) all long distance transport services, switching and value-added services for voice, data, video and multimedia transmission, migration paths and intelligent overlapping architectures, provided that the term "Long Distance Business" shall not include any activities or services primarily related to any Non-Long Distance Business. "Long Distance Division" means the Long Distance Division of the Company. "Major Competitor" means (a) with respect to FT or DT, a Person that materially competes with a major portion of the telecommunications services business of FT or DT in Europe, or a Person that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in France or Germany, provided that FT and/or DT furnish in writing to the Company reasonable evidence of the occurrence of such steps; (b) with respect to the Company, a Person that materially competes with a major portion of the telecommunications services business of the Company in North America, or a Person that has taken substantial steps to become such a Major Competitor and which the Company has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in the United States of America, provided that the Company furnish in writing to each Class A Holder reasonable evidence of the occurrence of such steps; and (c) with respect to the Joint Venture, a Person that materially competes with a major portion of the telecommunications services business of the Joint Venture, or a Person that has taken substantial steps to become such a Major Competitor and which FT, DT or the Company has reasonably concluded, in its good faith judgment, will be such a competitor in the near future, provided that FT, DT or the Company furnish in writing to each other party hereto reasonable evidence of the occurrence of such steps. "Major Issuance" means any transaction, including, but not limited to, a merger or business combination, resulting, directly or indirectly, in the issuance (or sale from treasury) in connection with such transaction of Voting Securities of the Company with a number of Votes equal to or greater than the Major Issuance Threshold, as measured on the date of such issuance or sale. "Major Issuance Threshold" means, with respect to an issuance of Voting Securities, 30 percent of the Voting Power of the Company immediately prior to such issuance. "Mandatory Payment Amount" shall have the meaning set forth in Section 7.3(c)(ii) hereof. -20- "Market Price" means, with respect to a security on any date, the Closing Price of such security on the Trading Day immediately prior to such date. The Market Price shall be deemed to be equal to (a) in the case of a Class A FON Share, the Market Price of a share of Series 1 FON Stock; and (b) in the case of a Class A PCS Share, the Market Price of a share of Series 1 PCS Stock. The Market Price of any options, warrants, rights or other securities convertible into or exercisable for a Class A FON Share or a Class A PCS Share, as the case may be, shall be equal to the Market Price of options, warrants, rights or other securities convertible into or exercisable for Series 1 FON Stock or Series 1 PCS Stock, respectively, upon the same terms and otherwise containing the same terms as such options, warrants, rights or other securities convertible into or exercisable for a Class A FON Share or a Class PCS Share, as the case may be. "Material Adverse Effect" means, with respect to any Person, the effect of any event, occurrence, fact, condition or change that is materially adverse to the business, operations, results of operations, financial condition, assets or liabilities of such Person. "NASDAQ" means the National Association of Securities Dealers, Inc. Automated Quotations System. "1996 Stockholders' Agreement" shall have the meaning set forth in the Recitals. "Non-Class A Common Stock" means the Sprint FON Common Stock and the Sprint PCS Common Stock. "Non-Long Distance Business" means (a) the ownership of any equity or other interests in the Joint Venture or any of the JV Entities; the enforcement or performance of any of the rights or obligations of the Company or any Subsidiary of the Company pursuant to the Joint Venture Agreement; or any activities or services of the Joint Venture or any of the JV Entities; (b) the interests, assets, properties and businesses attributed to the PCS Group (as defined in the Articles) in accordance with ARTICLE SIXTH, Section 10 of the Articles; (c) any activities or services primarily related to the provision of subscriber connections to a local exchange or switch providing access to the public switched telephone network; (d) any activities or services primarily related to the provision of exchange access services for the purpose of originating or terminating long distance telecommunications services; (e) any activities or services primarily related to the resale by the Local Exchange Division of long distance telecommunications services of the Company or other carriers; (f) any activities or services primarily related to the provision of inter-LATA long distance telecommunications services that are incidental to the local exchange services business of the Local Exchange Division; (g) any activities or services primarily related to the provision of intra-LATA long distance telecommunications services; (h) any activities or services (whether local, intra-LATA or inter-LATA) primarily related to the provision of cellular, PCS, ESMR or paging services, mobile telecommunications services or any other voice, data or voice/data wireless services, whether fixed or mobile, or related to telecommunications services provided through communications satellite systems (whether low, -21- medium or high orbit systems); and (i) the use of the "Sprint" brand name or any other brand names, trade names or trademarks owned or licensed by the Company or any of its Subsidiaries. "North America" means the current geographic area covered by the following countries: Canada, the United States of Mexico and the United States of America. "Notifying Class A Holder" shall have the meaning set forth in Section 10.2 hereof. "Number of Shares Issuable With Respect to the Class A Equity Interest in the FON Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles. "Number of Shares Issuable With Respect to the Class A Equity Interest in the PCS Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles. "Offered Shares" shall have the meaning set forth in Section 2.5(a) hereof. "Option Shares" shall have the meaning set forth in Section 5.2 hereof. "Other Investment Documents" means the Investment Agreement, the FT/DT Restructuring Agreement, the Amended and Restated Standstill Agreement, the Amended and Restated Confidentiality Agreements, any Qualified Subsidiary Standstill Agreement, the Amended and Restated Registration Rights Agreement, any Qualified Subsidiary Confidentiality Agreement, any standstill agreement entered into by a holder of equity interests of a Qualified Subsidiary pursuant to the Amended and Restated Standstill Agreement or any confidentiality agreement entered into by a holder of equity interests of a Qualified Subsidiary pursuant to the Amended and Restated Confidentiality Agreements. "Other Purchaser" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Passive Financial Institution" means a bank (or comparable financial institution), insurance company, pension or retirement fund that acquires Voting Securities or other equity interests in a Qualified Subsidiary without the purpose or effect of changing or influencing the control of the Qualified Subsidiary or the Company, nor in connection with or as a participant in any transaction having such purpose or effect, provided that the term "Passive Financial Institution" shall not include any Major Competitor of the Company or the Joint Venture. "PCS" means a radio communications system of the type authorized under the rules for broadband personal communications services designated as Subpart E of Part 24 of the FCC's rules or similar Applicable Laws of any other country, including the network, marketing, distribution, sales, customer interface and operations functions relating thereto. -22- "PCS Preferred Stock" means the Preferred Stock -- Series 7, no par value, of Sprint, which is to be created prior to the CP Closing. "PCS Trading Average" means (i) the Volume Weighted Trading Average of the Series 1 PCS Stock for the ten consecutive Trading Days following the date of the Recapitalization, divided by (ii) a fraction, the numerator of which is the number of shares of Sprint FON Common Stock which are outstanding immediately prior to the Recapitalization and the denominator of which is the number of shares of Series 1 PCS Stock issued in the Recapitalization. "Percentage Ownership Interest" means, with respect to any Person, that percentage of the Voting Power of the Company represented by Votes associated with the Voting Securities of the Company owned of record by such Person or by its nominees. "Person" means an individual, a partnership, an association, a joint venture, a corporation, a business, a trust, any entity organized or existing under Applicable Law, an unincorporated organization or any Governmental Authority. "Planned Date" means the planned date for the initial filing of a registration statement with the SEC relating to a proposed Public Offering or the first date on which it is proposed that a Class A Holder consummate Brokers' Transactions as to any securities. "Post-Restructuring Series 3 PCS Shares" shall mean (i) the shares of Series 3 PCS Stock issued or to be issued to FT and DT under the FT/DT Restructuring Agreement in respect of the CP/FT-DT Top Up Purchase, the CP/IPO Top Up Purchase and the CP/Greenshoe Top Up Purchase (each as defined in the FT/DT Restructuring Agreement), (ii) the shares of Series 3 PCS Stock to be issued to FT and DT after the date of this Agreement pursuant to the Equity Purchase Rights to be exercised by FT and DT under Article V of this Agreement, (iii) shares of Series 3 PCS Stock issued to FT or DT upon conversion of Sprint PCS Common Stock acquired in purchases by FT and DT from third parties and not in violation of the Amended and Restated Standstill Agreement, and (iv) shares into which such shares described in clauses (i), (ii) and (iii) are converted pursuant to any recapitalization, it being understood that such term shall not include any Sprint PCS Stock acquired by FT or DT in the Recapitalization or pursuant to the FT/DT Restructuring Agreement other than shares acquired in respect of the CP/FT-DT Top Up Purchase, the CP/IPO Top Up Purchase and the CP/Greenshoe Top Up Purchase. "Preferred Stock" means any series of Preferred Stock of the Company. "Principal Investment Documents" shall have the meaning set forth in Section 7.10 hereof. -23- "Private Offer Notice Period" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Private Sale Notice" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Proceeding" means any action, litigation, suit, proceeding or formal investigation or review of any nature, civil, criminal, regulatory or otherwise, before any Governmental Authority. "Proposed Price" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Proposed Terms" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Public Offering" means an underwritten public offering of securities of the Company pursuant to an effective registration statement under the Securities Act. "Public Sale Notice" shall have the meaning set forth in Section 2.5(a) hereof. "Purchase Rights Agreement" means the Top Up Right Agreement dated as of May 26, 1998 among FT, DT and the Cable Partners as in effect on such date. "Qualified Joint Venture" means any operating joint venture of which not more than 20% in the aggregate of the Voting Power or outstanding equity interests thereof are owned by Major Competitors of FT or DT or of the Joint Venture, and that (a) has received contributions of assets by the other participants therein which are predominately of a nature similar or complementary to the Long Distance Assets contributed by the Company; (b) owns assets that are available for use by the Company on a basis which is no less favorable than that which is afforded to other participants in such joint venture; (c) would treat the Joint Venture, as a customer of the joint venture, no less favorably than other similarly situated customers; (d) is operated in a manner not inconsistent with the policies of the Joint Venture; and (e) as to which the Company undertakes to use commercially reasonable efforts to align the activities of such joint venture with those of the Joint Venture, including, without limitation, to use commercially reasonable efforts to cause such joint venture to become a distributor of the services falling within the scope of the Joint Venture (if so selected by the Joint Venture), to align the joint venture's network -24- technology with the network technology of the Joint Venture, and to use the Joint Venture's services to the maximum extent practicable, provided that, in addition to the requirements set forth above, a joint venture shall not be deemed to be a Qualified Joint Venture if the predominant contribution of the Company to such joint venture is Long Distance Assets comprising the transport media, associated switching, electronic transmissions equipment, systems and operating software comprising the Company's long distance telecommunications network ("Critical Long Distance Assets"), unless the Company owns a majority of the equity interests and the Voting Power of such joint venture; and provided, further, that with respect to a joint venture in which the predominant contribution of the Company is Long Distance Assets that are not Critical Long Distance Assets, such joint venture shall not be deemed to be a Qualified Joint Venture unless such joint venture is either (i) Controlled by the Company or (ii) not Controlled by any of its participants, but in which the Company has the contractual or other legal right, acting alone, to disapprove (and thereby prohibit) decisions relating to acquisitions and divestitures involving more than 20 percent of the Fair Market Value of such joint venture's assets, mergers, consolidations and dissolution or liquidation of such joint venture, and the adoption of such joint venture's business plan. "Qualified LD Purchaser" means, for any Transfer of Long Distance Assets, a purchaser that (a) has the legal and financial ability to buy such Long Distance Assets proposed to be sold and (b) would not be a Major Competitor of the Company based on the businesses to be retained by the Company following the Transfer of such Long Distance Assets. "Qualified Stock Purchaser" means a Person that (a) FT and DT reasonably believe has the legal and financial ability to purchase shares of Class A Stock from the Company in accordance with Article VI of this Agreement or to purchase shares in accordance with Section 2.2 of the Amended and Restated Standstill Agreement and (b) would not be a Major Competitor of the Company or of the Joint Venture immediately following such purchase. "Qualified Stock Purchaser Standstill Agreement" shall mean a standstill agreement between the Company, the Qualified Stock Purchaser and the Person or Persons, if any, which, directly or indirectly, ultimately Control a Qualified Stock Purchaser, satisfactory in form and substance to each party hereto. "Qualified Subsidiary" means any Person which (a) is a Subsidiary of either FT or DT or an entity that would be such a Subsidiary if FT's and DT's aggregate ownership in such entity were held individually by one of FT or DT, provided that no Major Competitor or Major Competitors of the Company or of the Joint Venture may, individually or in the aggregate, Beneficially Own Voting Securities representing ten percent or more of the Voting Power of such entity, and provided, further, that if the Voting Securities of such entity owned directly by FT and DT or indirectly through Wholly-Owned Subsidiaries of either of them are entitled to -25- a number of Votes representing in the aggregate less than 80 percent of the Voting Power of such entity, then: (i) the Voting Securities owned by FT and DT and Wholly-Owned Subsidiaries, plus Voting Securities, if any, owned by Passive Financial Institutions must in the aggregate be entitled to a number of Votes representing at least 80 percent of the Voting Power of such entity; and (ii) FT and DT and Wholly-Owned Subsidiaries must in the aggregate own Voting Securities entitled to a number of Votes representing more than 50 percent of the Voting Power of, and more than 50 percent of the outstanding equity interests in, such entity; and (b) has (i) entered into a Qualified Subsidiary Standstill Agreement and a confidentiality agreement satisfactory in form and substance to each party hereto and (ii) (x) caused all holders of any of its equity interests (other than FT, DT and Passive Financial Institutions) (each such other holder being a "Strategic Investor") to enter into a Strategic Investor Standstill Agreement and (y) caused all holders of any of its equity interests (other than FT and DT) to enter into a confidentiality agreement satisfactory in form and substance to each party hereto. "Qualified Subsidiary Standstill Agreement" shall have the meaning set forth in the Investment Agreement. "Recapitalization" shall have the meaning set forth in Article VIII of the FT/DT Restructuring Agreement. "Record Date Blackout Period" means a period of ten Trading Days beginning on the ninth Trading Day before a record date for a meeting of the Company's stockholders or for the payment of dividends with respect to Class A Stock and ending on (and including) such record date (which shall be a Trading Day), if during such period the Class A Holders are prohibited from purchasing shares of Sprint FON Stock and Sprint PCS Stock from third parties in the open market due to applicable anti-fraud rules. "Redemption Securities" means any debt or equity securities of the Company, any of its Subsidiaries, or any combination thereof having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price pursuant to Section 2.2(b) of ARTICLE SIXTH of the Company's Articles, in the opinion of an investment banking firm of recognized national standing selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Company), have a Market Price, at the time notice of redemption is given pursuant to Section 2.2(d) of the Company's Articles, at least equal to the redemption price required to be paid by such Section 2.2. -26- "Refusal Notice" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Refusal Price" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Refusal Shares" shall have the meaning set forth in Section 2.5(c)(ii ) hereof. "Refusal Terms" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Required Sale Notice" shall have the meaning set forth in Section 7.4(d)(i) hereof. "Restricted Period" shall have the meaning set forth in Section 3.1(a) hereof. "Rights" shall have the meaning set forth in Section 5.1(c) hereof. "Rights Agreement" means the Rights Agreement, dated as of June 9, 1997, between the Company and UMB Bank, N.A., as amended on _______, 1998 and as it may be further amended or supplemented from time to time. "SEC" means the United States Securities and Exchange Commission. "Second Notice Period" shall have the meaning set forth in Section 2.5(b) hereof. "Second Offer" shall have the meaning set forth in Section 2.5(b) hereof. "Second Offer Price" shall have the meaning set forth in Section 2.5(b) hereof. "Section 310" means Section 310(b) of the Communications Act of 1934, as amended (or any successor provision of law). "Section 9.2 Excess Taxes" shall have the meaning set forth in Section 9.2 hereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. "Series 1 FON Stock" means the FON Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created in the Subsequent Charter Amendment. "Series 1 PCS Stock" means the PCS Common Stock -- Series 1, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 2 FON Stock" means the FON Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. -27- "Series 2 PCS Stock" means the PCS Common Stock -- Series 2, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Series 3 FON Stock" means the FON Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Subsequent Charter Amendment. "Series 3 PCS Stock" means the PCS Common Stock -- Series 3, par value U.S. $___ per share, of Sprint to be created by the Initial Charter Amendment. "Shares" means (a) shares of Class A Stock, Non-Class A Common Stock, PCS Preferred Stock or any other Voting Securities of the Company, (b) securities of the Company convertible into Voting Securities of the Company and (c) options, warrants or other rights to acquire such Voting Securities, but in the case of this clause (c) excluding any rights of the Class A Holders or FT and DT to acquire Voting Securities of the Company pursuant to the FT/DT Restructuring Agreement, the Purchase Rights Agreement and this Agreement (but not excluding any Voting Securities received upon the exercise of such rights). "Shares Issuable With Respect to the Class A Equity Interest in the FON Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles. "Shares Issuable With Respect to the Class A Equity Interest in the PCS Group" shall have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles. "Sprint FON Common Stock" means (i) prior to the Recapitalization, the Common Stock, par value U.S. $2.50 per share, of the Company, and (ii) following the Recapitalization, the Series 1 FON Stock and the Series 2 FON Stock. "Sprint FON Stock" means the Sprint FON Common Stock and the Series 3 FON Stock. "Sprint PCS Common Stock" means the Series 1 PCS Stock and the Series 2 PCS Stock. "Sprint PCS Stock" shall mean the Sprint PCS Common Stock and the Series 3 PCS Stock. "Specified Long Distance Assets" shall have the meaning set forth in Section 3.1(c) hereof. "Spin-off" means any spin-off or other pro rata distribution of equity interests of a wholly-owned direct or indirect Subsidiary of the Company to the stockholders of the Company. "Sprint Party" shall have the meaning set forth in the Joint Venture Agreement. -28- "Sprint Sub" shall have the meaning set forth in the Joint Venture Agreement. "Strategic Investor Standstill Agreement" shall have the meaning set forth in the Investment Agreement. "Strategic Merger" means a merger or other business combination involving the Company (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum of (i) the Fair Market Value of all consideration which such Class A Holders have a right to receive with respect to such merger or other business combination, and (ii) if the Company is the surviving parent entity, the Fair Market Value of the equity securities of the surviving parent entity which the Class A Holders are entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders and (c) immediately after which no Person or Group (other than the Class A Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity. "Subject Shares" shall have the meaning set forth in Section 2.5(c)(I) hereof. "Subsidiary" means, with respect to any Person (the "Parent"), any other Person in which the Parent, one or more direct or indirect Subsidiaries of the Parent, or the Parent and one or more of its direct or indirect Subsidiaries (a) have the ability, through ownership of securities individually or as a group, ordinarily, in the absence of contingencies, to elect a majority of the directors (or individuals performing similar functions) of such other Person, and (b) own more than 50% of the equity interests, provided that Atlas shall be deemed to be a Subsidiary of each of FT and DT. "Supervisory Board" means, as the case may be, the board of directors of FT, the Aufsichtsrat of DT, or an analogous body in the case of a Qualified Stock Purchaser or Qualified LD Purchaser. "Supplementary Payment" shall have the meaning set forth in Section 7.4(d)(iii) hereof. "Surplus Shares" shall have the meaning set forth in Section 7.4(d)(i) hereof. "Surplus Shares Sale" shall have the meaning set forth in Section 7.4(d)(i) hereof. -29- "Third Party Approval" means any consent, waiver, grant, concession, license, authorization, permit, certificate, exemption, franchise or approval of, registration or filing with, or declaration, report or notice to any Person other than a Governmental Authority. "Tie-Breaking Vote" shall have the meaning set forth in Section 18.1(a) of the Joint Venture Agreement and shall include any successor provision thereto. "Total Realized Amount" shall have the meaning set forth in Section 7.4(d)(iii) hereof. "Trading Day" means, with respect to any security, a day on which the principal national securities exchange on which such security is listed or admitted to trading, or NASDAQ, if such security is listed or admitted to trading thereon, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such security is not listed or admitted to trading on any national securities exchange or NASDAQ, any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Transfer" means any act pursuant to which, directly or indirectly, the ownership of the assets or securities in question is sold, transferred, conveyed, delivered or otherwise disposed, but shall not include (a) any grant of Liens, (b) any conversion or exchange of any security of the Company pursuant to a merger or other business combination involving the Company, (c) any transfer of ownership of assets to the surviving entity in a Strategic Merger, or pursuant to any other merger or other business combination not prohibited by the Class A Provisions, or (d) any foreclosure or other execution upon any of the assets of the Company or any of its Subsidiaries other than foreclosures resulting from Lien Transfers. "Transfer Restrictions" means those restrictions on Transfer of Shares set forth in Sections 2.2, 2.3 and 2.5 hereof. "Transferring Stockholder" shall have the meaning set forth in Section 2.4 hereof. "Treaty Benefit" means: (a) the 5% rate of dividend withholding (or any successor rate applicable to non-portfolio investments); (b) the exemption from income tax with respect to dividends paid or profits distributed by the Company; (c) the exemption from income tax with respect to gains or profits derived from the sale, exchange, or disposal of stock in the Company; or -30- (d) the exemption from taxes on capital with respect to stock in the Company; under, in the case of (a), (b), (c) and (d) above, either (i) the relevant income tax treaty between the United States and France, in the case of FT, and the United States and Germany, in the case of DT, or (ii) any provisions of French statutory law, in the case of FT, or German statutory law, in the case of DT, which refers to, or is based on or derived from, any provision of such treaty, or (e) any other favorable treaty benefit or statutory benefit, that specifically requires the ownership of a certain amount of voting power or voting interest in the Company, under a provision of the relevant income tax treaty between the United States and France or the statutory laws of France, in the case of FT, or the relevant income tax treaty between the United States and Germany or the statutory laws of Germany, in the case of DT, provided that the chief tax officer of FT or DT certifies that such benefit is reasonably expected to provide to FT or DT, as the case may be, combined tax savings in the year such certification is made and in future years of at least U.S. $15 million. "Unrelated Party Sale" shall have the meaning set forth in Section 9.1 hereof. "Venture Interests" shall have the meaning set forth in the Joint Venture Agreement. "Volume Weighted Trading Average" means, with respect to any share of capital stock as of a specific date, the volume-weighted average Closing Prices of such security for the relevant trading period. "Vote" means, with respect to any entity, the ability to cast a vote at a stockholders', members' or comparable meeting of such entity with respect to the election of directors, managers or other members of such entity's governing body, or the ability to cast a general partnership or comparable vote, provided that with respect to the Company only, the term "Vote" means the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of the Company. "Voting Power" means, with respect to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity. "Voting Securities" means, with respect to an entity, any capital stock or debt securities of such entity if the holders thereof are ordinarily, in the absence of contingencies, entitled to a Vote, even though the right to such Vote has been suspended by the happening of such a contingency, and in the case of the Company, shall include, without limitation, the Non-Class A Common Stock, the Class A Stock and the PCS Preferred Stock, but shall not -31- include any shares issued pursuant to the Rights Agreement to the extent such issuance is caused by action of a Class A Holder. "Weighted Average Price" means the weighted average per unit price paid by the purchasers of any capital stock, debt instrument or security of the Company. In determining the price of shares of Non-Class A Common Stock or Class A Stock issued upon the conversion or exchange of securities or issued upon the exercise of options, warrants or other rights, the consideration for such shares shall be deemed to include the price paid to purchase the convertible security or the warrant, option or other right, plus any additional consideration paid upon conversion or exercise. If any portion of the price paid is not cash, the Independent Directors (acting by majority vote) shall determine in good faith the Fair Market Value of such non-cash consideration. If any new shares of Non-Class A Common Stock are issued together with other shares or securities or distributions of other assets of the Company for consideration which covers both the new shares and such other shares, securities or other assets, the portion of such consideration allocable to such new shares shall be determined in good faith by the Independent Directors (acting by majority vote), in each case as certified in a resolution sent to all Class A Holders. "Wholly-Owned Subsidiaries" means companies or other business organizations all of the outstanding Voting Securities of which are owned, directly or indirectly, by either or both of FT and DT, other than any de minimis ownership required by Applicable Law. "Windfall Benefit" shall have the meaning set forth in Section 9.2 hereof. ARTICLE II RESTRICTIONS ON TRANSFER OF SHARES Section 2.1. General Transfer Restrictions. The right of Class A Holders to Transfer any Shares is restricted as provided in Article II of this Agreement, and no Transfer of Shares by any Class A Holder may be effected except in compliance with this Article II. Any attempted or actual Transfer by a Class A Holder of Shares in violation of this Agreement shall be of no effect and null and void and shall not be recorded on the stock transfer books of the Company. Section 2.2. Transfers to Qualified Subsidiaries. Subject in each case to compliance with Applicable Law and the receipt of any necessary material Governmental Approvals, a Class A Holder may without restriction Transfer Shares to Qualified Subsidiaries or FT or DT (each, for the purposes of this Section 2.2, a "Transferee") in accordance with this Section 2.2, provided that, in the case of each Transfer to a Qualified Subsidiary, each Class A Holder having an equity interest in such Qualified Subsidiary shall (a) be liable for the performance by such Qualified Subsidiary of its obligations under this Agreement and any Other Investment Documents to which such Qualified Subsidiary is or becomes a party, (b) act as agent for such Qualified -32- Subsidiary in connection with the receipt or giving of any and all notices or approvals under this Agreement and any such Other Investment Documents and (c) not cause or permit any such Subsidiary to lose its status as a Qualified Subsidiary at any time when such Subsidiary owns Shares. At least ten days prior to any proposed Transfer to a Transferee, the transferring Class A Holder shall notify the Company of its intent to make such Transfer, such notice to state the name and address of the Transferee (and the identity of the shareholders of such Transferee and the relationship of the Transferee to the transferring Class A Holder), the proposed date of such Transfer, the number and class of Shares to be Transferred and the proposed terms of such Transfer. Any Transfer made pursuant to this Section 2.2 shall be effective only if the Transferee shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption substantially in the form of Exhibit B hereto and such Transferee thereby shall become a party to this Agreement. Section 2.3. Other Transfers Prior to January 31, 2001. Until January 31, 2001, Shares shall not be Transferred by a Class A Holder except as provided in Section 2.2, provided that Post-Restructuring Series 3 PCS Shares shall not be subject to the restriction set forth in this Section 2.3, but shall be subject to the restrictions and limitations set forth in Sections 2.4 and 2.8. Section 2.4. Other Transfers. If Section 2.3 hereof does not apply or is terminated pursuant to Section 2.6, but subject to the Company's rights under Section 2.5, each Class A Holder may Transfer Shares (each such Class A Holder being a "Transferring Stockholder") without restriction, provided that, with respect to any such Transfer (including any Transfer of Post-Restructuring Series 3 PCS Shares): (a) a Transfer in a single transaction or a series of related transactions of Shares may be made to a Person or Group (other than a Qualified Subsidiary or Subsidiaries or FT or DT) that Beneficially Owns Voting Securities with a number of Votes representing greater than five percent of the Voting Power of the Company immediately following such Transfer or Transfers only in connection with a Public Offering in which: (i) the Transferring Stockholder does not, to the best of its knowledge, Transfer a number of Shares representing more than two percent of the Voting Power of the Company to a Person or Group that, prior to such Transfer, Beneficially Owned Voting Securities entitled to a number of Votes representing three percent or more of the Voting Power of the Company; (ii) the Transferring Stockholder does not, to the best of its knowledge, Transfer in a single transaction or a series of related transactions to a Person or Group a number of Shares representing more than five percent of the Voting Power of the Company; and -33- (iii) the Transferring Stockholder does not, to the best of its knowledge, Transfer in a single transaction or series of related transactions Shares to a Person or Group that is required under Section 13(d) of the Exchange Act to file a Schedule 13D with respect to the Company (a "Schedule 13D Filer") or, as a result of such Transfer, will become a Schedule 13D Filer, provided that such Transferring Stockholder shall have notified the managing or coordinating underwriter or underwriters participating in such Public Offering of the restrictions set forth in clauses (i), (ii) and (iii) and provided, further, that, in determining the best knowledge of a Transferring Stockholder, such holder may rely on written certification received from such managing or coordinating underwriters or from purchasers of shares in such Public Offering, unless such holder has actual knowledge to the contrary; (b) the restrictions contained in Section 2.4(a) shall continue until such time as the sum of (A) the aggregate Committed Percentage of the Class A Holders, and (B) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement, falls below three and one-half percent for more than 150 consecutive days after the rights to commit to purchase provided in Article V have expired; and (c) For so long as the sum of (i) the aggregate Committed Percentage of the Class A Holders, and (ii) the percentage of Voting Power of the Company which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement is greater than five percent, but less than nine percent (if the events described in clause (2) of Section 2.6(a)(v) shall have occurred) or ten percent (if the events described in clause (1) of Section 2.6(a)(v) shall have occurred), no Class A Holder or Holders may Transfer Shares representing in excess of one percent of the outstanding Voting Power of the Company to any one Person or Group (other than a Qualified Subsidiary or Subsidiaries or FT or DT) in any transaction or series of related transactions, except in connection with a Public Offering as provided in Section 2.4(a), or Transfer Shares other than in a Public Offering to any Major Competitor of the Company. Section 2.5. Company Rights to Purchase. (a) If a Transferring Stockholder proposes to Transfer Shares (other than any Post-Restructuring Series 3 PCS Shares) in a Public Offering or in Brokers Transactions, such Transferring Stockholder shall first deliver written notice (the "Public Sale Notice") to the Company of such Transferring Stockholder's desire to effect such Transfer setting forth in reasonable detail (i) the number and class of Shares to be sold (the "Offered Shares"), (ii) the Market Price per share on the date of the Public Sale Notice (the "First Offer Price"), (iii) the Planned Date of such Transfer, and (iv) any other material proposed terms of the Transfer. Upon receipt of the Public Sale Notice, the Company shall have the right to purchase all, but not less than all, of the Offered Shares at the First Offer Price, as adjusted to comply with the requirements of Article IX, such right to be exercised within ten Business Days -34- following delivery of the Public Sale Notice to the Company (the "First Notice Period"). The Public Sale Notice shall constitute an offer to the Company (or its assignee, as provided below), which shall be irrevocable during the First Notice Period, to sell to the Company or its assignee the Offered Shares upon the terms provided in this Section 2.5(a) and the Public Sale Notice. The Company shall exercise such right to purchase by delivering written notice to such Transferring Stockholder at any time during the First Notice Period setting forth its irrevocable commitment to purchase such Offered Shares subject to receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in such notice), compliance with Applicable Law and the absence of any injunction or similar legal order preventing such transaction, provided that the Company shall not be permitted to deliver such notice (and accordingly may not purchase the Offered Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Offered Shares. The Company may assign its rights to purchase the Offered Shares under this Section 2.5(a) to any Person who is not a Major Competitor of FT or DT or of the Joint Venture. If the Company does not exercise such right, or the Company or its assignee does not close the purchase of the Offered Shares within the time periods provided in Section 2.5(d), such Transferring Stockholder may, to the extent not otherwise prohibited under this Article II, sell the Offered Shares, subject to compliance with Applicable Law and receipt of any required material Third Party Approvals or Governmental Approvals (x) in the case of a Public Offering, subject to subsection (b) of this Section 2.5, or (y) in the case of Brokers' Transactions within 45 days after the end of the First Notice Period or 45 days after the applicable date provided in Section 2.5(d) if the Company has exercised its rights under this Section 2.5(a) and the Company or its assignee has failed to close the purchase of the Offered Shares within the time periods provided in Section 2.5(d). Any Offered Shares to have been sold in Brokers' Transactions that continue to be held by the Transferring Stockholder following the expiration of such period shall again be subject to the provisions of this Article II. (b) If a Transferring Stockholder proposes to Transfer Shares (other than any Post-Restructuring Series 3 PCS Shares) in a Public Offering, on the seventh Business Day prior to the Planned Date, such Transferring Stockholder shall deliver to the Company a written offer (the "Second Offer") to sell to the Company the Offered Shares at the Market Price per share, as adjusted to comply with the requirements of Article IX, of the Series 1 FON Stock or Series 1 PCS Stock, as the case may be, on the Business Day immediately preceding such seventh Business Day (such Market Price, the "Second Offer Price"), provided that no Second Offer need be made if the Second Offer Price would be more than 90 percent of the First Offer Price and provided, further, that, prior to making a Second Offer, any Transferring Stockholder may, in its complete discretion, change the Planned Date to a date not later than 120 days after the original Planned Date. The Company shall have 24 hours (the "Second Notice Period") in which to deliver to such Transferring Stockholder written notice of its decision to accept the Second Offer (a "Buy Notice"), provided that the Company shall not be permitted to deliver such Buy Notice (and accordingly may not purchase the Offered Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at -35- a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Offered Shares. The Second Offer shall constitute an offer to the Company or its assignee, as provided below, which shall be irrevocable during such Second Notice Period, to sell to the Company or its assignee such Offered Shares upon the terms set forth in this Section 2.5(b) and the Second Offer. Delivery of a Buy Notice to such Transferring Stockholder shall constitute an irrevocable commitment on the part of the Company to purchase such Offered Shares upon the terms set forth in this Section 2.5(b) (subject to the receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in such Buy Notice), compliance with Applicable Law and the absence of any injunction or similar legal order preventing such transaction), and to reimburse such Transferring Stockholder for all of its reasonable out-of-pocket expenses incurred in connection with such Transfer, including the reasonable fees and expenses of its advisors and legal counsel, upon receipt of a certificate of such Transferring Stockholder setting forth in reasonable detail such out-of-pocket expenses. The Company may assign its rights to purchase the Offered Shares under this Section 2.5(b) to any Person who is not a Major Competitor of FT or DT or the Joint Venture. If a Buy Notice is not timely delivered to such Transferring Stockholder, or the Company or its assignee does not close the purchase of the Offered Shares within the applicable time period provided in Section 2.5(d), such Transferring Stockholder shall have no obligation to sell the Offered Shares to the Company, and subject to compliance with Applicable Law and the receipt of any required material Third Party Approvals or Governmental Approvals, may, to the extent not otherwise prohibited under this Article II, Transfer the Offered Shares at any time prior to 45 days after the Planned Date or the applicable date provided in Section 2.5(d) if the Company has accepted the Second Offer and the Company or its assignee has failed to close the purchase of the Offered Shares within the time period provided in Section 2.5(d), provided that the Transferring Stockholder may delay for a reasonable period its offering beyond such 45th date if it determines in good faith that such a delay is advisable because of marketing considerations or because the registration statement pursuant to which such Offered Shares are registered has not yet been declared effective, provided, further, that, if such offering is delayed for longer than ten Business Days after such 45th date, the Offered Shares shall again be subject to the Company's purchase rights under this paragraph (b) and the obligations of the Class A Holders to make a Second Offer. Any Offered Shares which continue to be held by the Transferring Stockholder following the applicable period shall again be subject to the provisions of this Article II. (c) If a Transferring Stockholder proposes to Transfer Shares (other than any Post-Restructuring Series 3 PCS Shares) in a transaction not covered by Section 2.2, 2.5(a) or 2.5(b) and otherwise permitted by this Article II, (i) such Transferring Stockholder shall first deliver written notice (a "Private Sale Notice") to the Company stating that such Transferring Stockholder proposes to effect such Transfer, such notice to describe in reasonable detail (x) the number and class of Shares to be Transferred (the "Subject Shares"), (y) a price per share (the "Proposed Price") and (z) other material terms of such Transfer determined by such Transferring Stockholder in its sole discretion (the "Proposed Terms"). Upon receipt of the Private -36- Sale Notice, the Company shall have the right to purchase all, but not less than all, of the Subject Shares at the Proposed Price, as adjusted to comply with the requirements of Article IX, and in accordance with the Proposed Terms for a period of ten Business Days (the "Private Offer Notice Period"). The Private Sale Notice shall constitute an offer to the Company or its assignee, as provided below, which is irrevocable during such Private Offer Notice Period, to sell to the Company or its assignee such Subject Shares upon the terms set forth in this Section 2.5(c)(i) and the Private Sale Notice. The Company may exercise such right by delivering written notice to such Transferring Stockholder at any time during the Private Offer Notice Period setting forth its irrevocable commitment to purchase such Subject Shares at the Proposed Price, as adjusted to comply with the requirements of Article IX, in accordance with the Proposed Terms subject to receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in such notice), compliance with Applicable Law and the absence of any injunction or similar order preventing such transaction, provided that the Company shall not be permitted to deliver such notice (and accordingly may not purchase the Subject Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Subject Shares. The Company may assign its rights to purchase the Subject Shares under this Section 2.5(c)(i) to any Person who is not a Major Competitor of FT or DT or of the Joint Venture. If the Company fails to exercise such right, or the Company or its assignee does not close the purchase of the Subject Shares within the applicable time period provided in Section 2.5(d), then such Transferring Stockholder, subject to compliance with Applicable Law and receipt of any required material Third Party Approvals or Governmental Approvals, may, to the extent not otherwise prohibited under this Article II, sell all of the Subject Shares to any one or more Eligible Purchasers at the Proposed Price (taking into account any adjustments thereto which may have been made to comply with the requirements of Article IX) and in accordance with the Proposed Terms (or at a better price and on terms more favorable to such Transferring Stockholder) within 180 days after delivery of the Private Sale Notice to the Company or 180 days after the applicable date provided in Section 2.5(d) if the Company has exercised its rights under this Section 2.5(c)(i) and the Company or its assignee has failed to close the purchase of the Subject Shares within the time period provided in Section 2.5(d). Any Subject Shares which continue to be held by the Transferring Stockholder following such periods shall again be subject to the provisions of this Article II. For purposes of this Section 2.5, the term "Eligible Purchaser" shall mean a Person or Group that would be eligible pursuant to Rule 13d-1(b) under the Exchange Act to file a Schedule 13G with respect to the Company if such Person or Group Beneficially Owned Voting Securities representing five percent or more of the Voting Power of the Company; and (ii) if a Transferring Stockholder proposes to Transfer Shares (other than any Post-Restructuring Series 3 PCS Shares) pursuant to a bona fide offer to purchase Shares from a purchaser that is not an Eligible Purchaser (an "Other Purchaser"), prior to such -37- Transferring Stockholder's accepting such offer, such Transferring Stockholder shall first deliver notice thereof (a "Refusal Notice") to the Company and to each other Class A Holder, setting forth in reasonable detail, (w) the number and class of Shares to be Transferred (the "Refusal Shares"), (x) the price per share of such bona fide offer (the "Refusal Price"), (y) the other material terms of such bona fide offer (the "Refusal Terms"), and (z) the identity of the offeror. Upon receipt of such notice, the Company shall have the right to purchase all, but not less than all, of the Refusal Shares upon the Refusal Terms, subject to receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in the Company's notice described in this paragraph), compliance with Applicable Law and the absence of any injunction or similar legal order preventing such transaction, at the Refusal Price, as adjusted to comply with the requirements of Article IX. The Refusal Notice shall constitute an offer to the Company or its assignee, as provided below, which is irrevocable during the period described in the next sentence, to sell to the Company or its assignee the Refusal Shares upon the terms set forth in this Section 2.5(c)(ii) and the Refusal Notice. The Company shall have ten Business Days after receipt of such notice in which to exercise such right by delivering written notice stating its irrevocable commitment to so exercise to the Transferring Stockholder, provided that the Company shall not be permitted to deliver such notice (and accordingly may not purchase the Refusal Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Refusal Shares. The Company may assign its rights to purchase the Refusal Shares under this Section 2.5(c)(ii) to any Person who is not a Major Competitor of FT or DT or of the Joint Venture. If the Company fails to exercise such right, or the Company or its assignee does not close the purchase of the Refusal Shares within the applicable time period provided in Section 2.5(d), then such Transferring Stockholder, subject to compliance with Applicable Law and receipt of any required material Third Party Approvals or Governmental Approvals, may, to the extent not otherwise prohibited under this Article II, sell all of the Refusal Shares to the Other Purchaser at the Refusal Price (taking into account any adjustments thereto which may have been made to comply with the requirements of Article IX) and in accordance with the Refusal Terms (or at a better price and upon terms more favorable to such Transferring Stockholder) within 180 days following delivery of such notice to the Company or 180 days after the date provided in Section 2.5(d) if the Company has exercised its rights under this Section 2.5(c)(ii) and the Company or its assignee has failed to close the purchase of the Refusal Shares within the applicable time period provided in Section 2.5(d). Any Refusal Shares which continue to be held by the Transferring Stockholder following such period shall again be subject to the provisions of this Article II. (d) The closing of purchases of Shares pursuant to this Section 2.5 shall take place within (i) 45 days in the case of purchases by the Company or an assignee, or (ii) 180 days in the case of purchases by an assignee if all required Governmental Approvals necessary to permit -38- such closing by such assignee have not been obtained within such 45-day period, after the exercise of the Company's right to purchase at the offices of King & Spalding, 1185 Avenue of the Americas, New York, New York, or at such other date, time or place as the Company and the Transferring Stockholder may otherwise agree. (i) At such closing, (x) the Transferring Stockholder shall (A) sell, transfer and deliver to the Company or its assignee all of its right, title and interest in and to the Shares to be purchased by the Company or its assignee free and clear of Liens, (B) deliver to the Company or its assignee a certificate or certificates representing such Shares duly endorsed in blank or accompanied by stock transfer powers duly endorsed in blank together with evidence of payment of any applicable stock transfer taxes and (C) deliver to the Company or its assignee an executed written representation of such Transferring Stockholder, in form and substance reasonably satisfactory to the Company or its assignee, representing that (1) such Transferring Stockholder is validly existing and has validly authorized such Transfer, (2) such Transfer does not violate or otherwise conflict with the organizational documents of such Transferring Stockholder or require any material Third Party Approval or Governmental Approval on the part of such Transferring Stockholder which has not yet been obtained and (3) the Transferring Stockholder shall Transfer the Shares to be purchased free and clear of all Liens arising due to the action or inaction of such Transferring Stockholder; and (y) the Company or its assignee shall deliver to such Transferring Stockholder an amount (the "Purchase Price") in cash or in cash and securities of the Company, as hereinafter provided, equal to the product of (A) the First Offer Price, the Second Offer Price, the Proposed Price or the Refusal Price, as the case may be, in each case as adjusted to comply with the requirements of Article IX; and (B) the number of Shares to be acquired by the Company or its assignee. (ii) Payment of the Purchase Price shall be made as follows: (x) If the Purchase Price is less than $200 million, payment of the entire Purchase Price shall be made by wire transfer of immediately available funds to such bank and account as such Transferring Stockholder shall designate. (y) If the Purchase Price is $200 million or greater, but less than or equal to $500 million, payment of $200 million of the Purchase Price shall be made by wire transfer of immediately available funds to such bank and account as such Transferring Stockholder shall designate, an amount equal to one-half of the difference between the Purchase Price and $200 million (for purposes of this Section 2.5, the "One-Half Quantity") shall be paid in Company Eligible Notes -39- maturing one year from the date of such closing; and an amount equal to the One-Half Quantity shall be paid in Company Eligible Notes maturing two years from the date of such closing. The principal of any such Company Eligible Notes shall be adjusted to comply with the requirements of Article IX such that the Transferring Stockholder receives principal in an amount equal to the One-Half Quantity on each of the first and second anniversaries of such closing. (z) If the Purchase Price exceeds $500 million, payment of $200 million of the Purchase Price shall be made by wire transfer of immediately available funds to such bank and account as such Transferring Stockholder shall designate, an amount equal to one-third of the difference between the Purchase Price and $200 million (for purposes of this Section 2.5, the "One-Third Quantity") shall be paid in Company Eligible Notes maturing one year from the date of such closing; an amount equal to the One-Third Quantity shall be paid in Company Eligible Notes maturing two years from the date of such closing; and an amount equal to the One-Third Quantity shall be paid in Company Eligible Notes maturing three years from the date of such closing. The principal of any such Company Eligible Notes shall be adjusted to comply with the requirements of Article IX such that the Transferring Stockholder receives principal in an amount equal to the One-Third Quantity on each of the first, second and third anniversaries of such closing. Section 2.6. Termination of Transfer Restrictions. (a) The Transfer Restrictions shall terminate and cease to be of further force and effect hereunder (but the provisions of Section 2.4 shall continue): (i) if there is a Corporation Joint Venture Termination; (ii) upon the first anniversary of a sale of all of the Venture Interests of the Sprint Parties or the FT/DT Parties pursuant to Section 17.2, 17.3, 17.4, 19.3, 20.6 or 20.11 of the Joint Venture Agreement or upon the first anniversary of the date on which the Joint Venture is otherwise terminated, in each case, other than pursuant to (x) an FT/DT Joint Venture Termination or (y) a Corporation Joint Venture Termination; (iii) if the Company has breached in any material respect its obligations under Article III, IV, V and VI, Section 7.1, 7.4, 7.8, 7.10 or 7.11 of this Agreement; Article FIFTH of the Articles (to the extent such Article relates to the rights of the holders of Class A Stock); or the Class A Provisions, provided, that, if the Company so breaches any of these obligations, and such breach is capable of being cured without adversely affecting in any material respect the Class A Holders or their rights hereunder or under the Other Investment Documents, the Articles or the Bylaws, (x) the date of termination of the Transfer Restrictions -40- shall be delayed for a period of not more than 180 days from the date of such breach, or, in the case of a dispute as to whether such a breach has occurred, for 90 days following the rendering of an order of a court of competent jurisdiction in connection therewith, in either case if during such time the Company is attempting in a diligent manner to cause such breach to be cured and (y) the Transfer Restrictions shall not terminate if such breach is cured within the applicable period; (iv) if the Company shall have determined to proceed with a transaction described in Section 4.1 hereof; (v) if the sum of (x) the aggregate Committed Percentage of the Class A Holders, and (y) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement falls below (1) ten percent for more than 150 consecutive days, immediately after the issuance of additional Voting Securities of the Company other than pursuant to a Major Issuance; or (2) nine percent, immediately after a Transfer of Shares by Class A Holders, provided that the rights of the Company contained in Sections 2.5(a) and 2.5(b) hereof shall, in either case, continue until the sum of (I) the aggregate Committed Percentage of the Class A Holders, and (II) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement, falls below five percent; (vi) if the sum of (x) the aggregate Committed Percentage of the Class A Holders, and (y) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement falls below ten percent as a result of a Major Issuance and the Class A Holders (1) furnish in writing to the Company a written binding election not to exercise their rights to purchase Class A Stock from the Company pursuant to Section 7.8 with respect to such transaction and, for 180 days following the date of such Major Issuance, not to make open market purchases pursuant to Section 7.8 that would result in the Class A Holders having an aggregate Committed Percentage of ten percent or more, or (2) fail to exercise their rights to purchase Class A Stock from the Company pursuant to Section 7.8 with respect to such transaction and to exercise their rights to commit to make open market purchases pursuant to Section 7.8, within the prescribed time periods; -41- (vii) if a Person other than a Class A Holder shall acquire a Percentage Ownership Interest greater than 20 percent or there is a Change of Control within the meaning of clause (b) of such definition; (viii) unless all of the outstanding shares of Class A Stock have been converted into shares of Non-Class A Common Stock or the rights of the Class A Holders under Section 8.2 of ARTICLE SIXTH of the Articles are suspended pursuant to clauses (ii) or (iii) of Section 8.5(b) of ARTICLE SIXTH of the Articles, if, between January 31, 1998 and January 31, 2001, the Company or any of its Subsidiaries, as the case may be, shall take or engage in, directly or indirectly, any of the actions described in Section 8.2(a)(i), 8.2(a)(ii), 8.2(a)(iii) or 8.2(a)(iv) of ARTICLE SIXTH of the Articles, notwithstanding a written notice signed by FT and DT expressing disapproval thereof delivered to the Company within 30 days of delivery of the notice from the Company relating thereto as provided in Section 2.7; or (ix) if the Class A Holders elect to be released from the Transfer Restrictions pursuant to Section 7.8(a) hereof. (b) [Reserved] Section 2.7. Notice of Certain Actions. Unless all of the outstanding shares of Class A Stock have been converted into shares of Non-Class A Common Stock or the rights of the Class A Holders under Section 8.2 of ARTICLE SIXTH of the Articles are suspended pursuant to clause (ii) or (iii) of Section 8.5(b) of ARTICLE SIXTH of the Articles, until January 31, 2001, at least 40 days prior to (a) the Company or any of its Subsidiaries taking or engaging in, directly or indirectly, any of the actions described in Sections 8.2(a)(i) and 8.2(a)(ii) of ARTICLE SIXTH of the Articles, or (b) the Company taking or engaging in, directly or indirectly, any of the transactions described in Sections 8.2(a)(iii) and 8.2(a)(iv) of ARTICLE SIXTH of the Articles, the Company shall provide each Class A Holder with notice of such proposed transaction. Section 2.8. Restrictive Legends. (a) A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Upon original issuance thereof and until such time as the same is no longer required hereunder or under Applicable Law, any certificate issued representing any of the shares of Class A Stock or any other Shares held by the Class A Holders (including, without limitation, all certificates issued upon Transfer or in exchange thereof or substitution therefor) shall bear the following restrictive legend: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE -42- OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE STOCKHOLDERS' AGREEMENT, DATED JANUARY 31, 1996, AMONG SPRINT CORPORATION, FRANCE TELECOM AND DEUTSCHE TELEKOM AG, AS FROM TIME TO TIME IN EFFECT, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF SPRINT CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO SPRINT CORPORATION. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS' AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST SPRINT CORPORATION TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH STOCKHOLDERS' AGREEMENT. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE STOCKHOLDERS' AGREEMENT AND NO VOTE OF SUCH SHARES THAT CONTRAVENES SUCH AGREEMENT SHALL BE EFFECTIVE. (b) The certificates representing Shares owned by the Class A Holders (including, without limitation, all certificates issued upon Transfer or in exchange thereof or substitution therefor) shall also bear any legend required under any other Applicable Laws, including state securities or blue sky laws. (c) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Shares owned by the Class A Holders in order to implement the restrictions on Transfer set forth in this Article II. (d) FT and DT shall submit all certificates representing Shares held by FT, DT or any of their respective Affiliates, and shall use commercially reasonable efforts to cause all other Class A Holders to submit all such certificates, to the Company so that the legend or legends required by this Section 2.8 may be placed thereon. -43- (e) The Company shall not incur any liability for any delay in recognizing any Transfer of Shares if the Company in good faith reasonably believes that such Transfer may have been or would be in violation of the provisions of Applicable Law or this Agreement. (f) After such time any of the legends described in this Section 2.8 are no longer required on any certificate or certificates representing Shares owned by the Class A Holders, upon the request of FT or DT or such other Class A Holder the Company will cause such certificate or certificates to be exchanged for a certificate or certificates that do not bear such legend. (g) No Class A Holder may pledge Shares (other than Post-Restructuring Series 3 PCS Shares) except to a Person that is a bona fide financial institution. Prior to the consummation of a pledge of Shares (other than Post-Restructuring Series 3 PCS Shares) by a Class A Holder, such Class A Holder shall deliver, or shall cause such prospective pledgee to deliver, an acknowledgment that such pledgee has examined the legend set forth in Section 2.8(a) and understands and agrees that any rights it has with respect to such Shares are subject to those of the Company set forth in this Agreement, including agreeing that (i) no foreclosure on such Shares shall be effected except as permitted by, and in accordance with, the terms of this Agreement, and (ii) under no circumstances shall such pledgee be entitled to exercise voting rights, consent rights or disapproval rights with respect to such Shares, except for the right to vote as a holder of shares of Series 1 FON Stock or Series 1 PCS Stock, as the case may be, if such pledgee owns such Shares after a foreclosure conducted in accordance with the terms hereof. Section 2.9. Reorganization, Reclassification, Merger, Consolidation or Disposition of Shares. The provisions of this Article II shall apply, to the fullest extent set forth herein, with respect to the Shares and to any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise), or any other securities of such entity which have, or which may be converted or exercised to acquire securities which will have, a Vote, that in each case may be issued in respect of, in exchange for, or in substitution of such Shares, including, without limitation, in connection with any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations (including the Recapitalization), mergers, consolidations and the like occurring after the date hereof. Section 2.10. Strategic Mergers; Business Combinations; Company Tender for Shares. Notwithstanding anything in this Article II to the contrary, the restrictions on Transfer set forth in this Article II (not including Section 2.9) shall not apply to any conversion or exchange of Shares in connection with a Strategic Merger or any other merger or other business combination not prohibited by the Class A Provisions or a Transfer into a tender offer made by the Company for Shares. Section 2.11. Effect of Proposed Redemption. Following April 26, 1999, the Company shall, prior to redeeming any Shares pursuant to Section 2.2 of ARTICLE SIXTH of the Articles, -44- provide the Class A Holders with notice of its intention to so redeem such Shares, which notice shall set forth the number of such Shares held by the Class A Holders which are proposed to be redeemed. For a period of 120 days thereafter (as extended day for day for each day that such sales are actually delayed during such time period because (i) the Shares proposed to be redeemed cannot be sold due to the anti-fraud rules of the U.S. securities laws, or (ii) the Company has delayed a proposed registration of such Shares in accordance with Section 1.4 of the Amended and Restated Registration Rights Agreement), the Class A Holders shall be entitled, on a pro rata basis in accordance with their respective Committed Percentages, to sell free of the restrictions on Transfer set forth in Section 2.3 hereof (but subject to the provisions of Sections 2.4 and 2.5 hereof) that number of Shares in the aggregate which the Company has proposed to redeem from the Class A Holders. Notwithstanding the foregoing, the Company may elect to redeem Shares held by the Class A Holders during such 120-day period (as so extended) by paying to the Class A Holders the Market Price (as defined in Section 2.2 of ARTICLE SIXTH of the Articles) (which if the Company has so elected to redeem during such 120-day period (as so extended) shall be modified in accordance with Article IX). ARTICLE III PROVISIONS CONCERNING DISPOSITION OF LONG DISTANCE ASSETS --------------------------------------------------------- Section 3.1. Offers to FT and DT. (a) Subject to Section 3.5 of this Agreement, (i) after the first to occur of (x) January 31, 2001 and (y) such time as (I) legislation shall have been enacted repealing Section 310, (II) an FCC Order shall have been issued or (III) outside counsel to the Company with a nationally-recognized expertise in telecommunications regulatory matters delivers to each of FT and DT a legal opinion in form and substance reasonably satisfactory to each of FT and DT to the effect that Section 310 does not prohibit FT or DT from owning the Long Distance Assets proposed to be Transferred by the Company, and prior to the earliest to occur of (x) January 31, 2006, (y) the delivery by FT, DT or any of their Affiliates (or a Permitted Designee (as such term is defined in the Joint Venture Agreement)) of a notice pursuant to Section 17.2(b) of the Joint Venture Agreement indicating the agreement to purchase all of the Sprint Venture Interests (as such term is defined in the Joint Venture Agreement) following an offer by the Company or Sprint Sub pursuant to Section 17.2(a) of the Joint Venture Agreement, and (z) the delivery by the Company and/or Sprint Sub of a notice pursuant to Section 17.3(a) of the Joint Venture Agreement exercising the put right to sell all of their Sprint Venture Interests (as such term is defined in the Joint Venture Agreement) to FT, DT and Atlas (or a Permitted Designee (as such term is defined in the Joint Venture Agreement)), or (ii) during any time in which the rights provided to the Class A Holders under Section 8.2(b) of ARTICLE SIXTH of the Articles would be in effect but for the fact that they have been suspended pursuant to Sections 8.5(b)(ii) or (iii) of ARTICLE SIXTH of the Articles (each such period described in clause (i) and clause (ii) being a "Restricted Period"), and subject to the right of first offer in favor of FT and DT set forth in Section 3.1(c) hereof, if the Company or any of its Subsidiaries proposes to Transfer (except in a Lien Transfer, an Exempt Long Distance Asset Divestiture or in a sale of all or substantially all of the Company's assets), in a transaction or a -45- series of related transactions, Long Distance Assets with the effect that the Company and its Subsidiaries would no longer own 51 percent or more of the Fair Market Value of the Long Distance Assets owned by them prior thereto (calculated as at the date the Company or such Subsidiary enters into a definitive agreement to effect such Transfer), then the Company must deliver an LD Sale Notice in which it offers to sell at least 51 percent of the Fair Market Value of the Long Distance Assets (calculated as of such date) (and any liabilities to be assumed by the transferee in connection therewith) to FT and DT, in the manner provided in Section 3.1(c), provided that the Company shall not be permitted to deliver such LD Sale Notice (and accordingly may not proceed with such Transfer) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required pursuant to Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, a Transfer to FT and DT of the Specified Long Distance Assets at the price and upon the terms and conditions set forth in the LD Sale Notice. (b) Subject to Section 3.5 of this Agreement, during a Restricted Period, the Company and its Subsidiaries shall not undertake a Lien Transfer unless each creditor or other party which is the beneficiary of any Lien relating to such Lien Transfer (a "Lien Creditor") and the Company execute a legally binding instrument in favor of each of FT and DT in form and substance reasonably satisfactory to each of FT and DT providing that at least 45 days prior to any foreclosure or other execution upon the Long Distance Assets subject to such Lien, such Lien Creditor and the Company shall provide each of FT and DT with notice of such foreclosure or other execution, such notice to constitute an exclusive and, subject to Section 3.2, irrevocable offer (i) for the Company to sell to FT and DT all of such Long Distance Assets at a price equal to the Fair Market Value of such assets, free and clear of any Lien relating to such Lien Transfer, and upon other customary terms and conditions, or (ii) at FT's and DT's option, to permit FT and/or DT to pay to such Lien Creditor all amounts due to it which are secured by such Lien, in which case (x) such Lien Creditor shall release such Lien, (y) FT and DT shall be subrogated to the claims of the Lien Creditor against the Company and shall have all rights of such Lien Creditor against the Company and in respect of such Lien, and (z) the Company shall grant, and take all action necessary to perfect, a Lien in favor of FT and DT in the Long Distance Assets subject to such Lien Transfer, securing the Company's obligations subrogated to FT and DT, provided that the Company shall not be permitted to undertake any such Lien Transfer unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, each of the documents and transactions contemplated by this sentence. FT and DT may exercise their rights hereunder by delivering a notice to the Company at any time prior to any such foreclosure or execution, setting forth which right it wishes to exercise. If FT and DT exercise their rights under clause (i) of the preceding sentence, the provisions of Sections 3.2 and 3.4 of this Agreement shall apply mutatis mutandis. For purposes of this Section 3.1(b), the Fair Market Value of any Long Distance Assets shall be the value of such assets, without regard to the effect of the Liens constituting the Lien Transfer in question, but considering all other Liens on such assets and any other relevant factors, as determined by an investment -46- banking or appraisal firm of internationally recognized standing reasonably satisfactory to the Company and FT and DT, the cost of which shall be borne by the Company. (c) Subject to Section 3.5 of this Agreement, during a Restricted Period, if the Company or any of its Subsidiaries shall propose to Transfer (other than in a Lien Transfer, an Exempt Long Distance Asset Divestiture or in a sale of all or substantially all of the Company's assets), in a transaction or a series of related transactions, Long Distance Assets with a Fair Market Value (calculated as at the date the Company or such Subsidiary enters into a definitive agreement to effect such Transfer) that, when aggregated with the Fair Market Value of all Long Distance Assets previously so Transferred after July 31, 1995 (calculated in each case as of the date the Company or such Subsidiary entered into a definitive agreement to Transfer such Long Distance Assets), equals or exceeds 30 percent of the Fair Market Value of the Long Distance Assets of the Company and its Subsidiaries taken as a whole (calculated as at the date the Company or such Subsidiary enters into a definitive agreement to effect such Transfer), the Company shall first deliver written notice (the "LD Sale Notice") to each of FT and DT stating that the Company proposes to effect such a Transfer and setting forth in reasonable detail (i) the Long Distance Assets proposed to be Transferred (the "Specified Long Distance Assets"), (ii) the price which the Company expects to receive for such assets and (iii) the other material terms and conditions of Transfer (including the assumption of liabilities, if any, by the transferee in connection therewith), provided that the Company shall not be permitted to deliver such LD Sale Notice (and accordingly may not proceed with such Transfer) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required pursuant to Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, a Transfer to FT and DT of the Specified Long Distance Assets at the price and upon the terms and conditions set forth in the LD Sale Notice. The Company shall be entitled to effect such proposed Transfer on terms no less favorable to the Company than as set forth in the LD Sale Notice unless within 30 days of the delivery of the LD Sale Notice to FT and DT, both FT and DT notify the Company in writing of their disapproval of such Transfer. (d) Upon receipt of notice to the Company that both FT and DT have disapproved of such Transfer (an "LD Disapproval Notice"), unless the Company abandons the proposed Transfer and notifies each of FT and DT of such abandonment within thirty Business Days of delivery of an LD Disapproval Notice (in which case the provisions of this Article III shall apply to any subsequent Transfer of the Specified Long Distance Assets), FT and DT, or a Qualified LD Purchaser (in the case of an assignment pursuant to Section 3.2) shall have the exclusive and, subject to Section 3.2, irrevocable right to purchase all, but not less than all, of the Specified Long Distance Assets at the price and upon the terms and conditions (including the assumption of liabilities, if any, by the transferee in connection therewith) set forth in the LD Sale Notice. FT and DT, or a Qualified LD Purchaser (in case of an assignment pursuant to Section 3.2), may exercise the right described in this Section 3.1(d) by delivering notice to the Company setting forth their irrevocable binding commitment to purchase the Specified Long Distance Assets at the price and on the terms and conditions set forth in the LD Sale Notice, subject to compliance with Applicable Laws and the receipt of all required material Third Party Approvals and -47- Governmental Approvals. Such notice must be delivered within 90 days after the date of receipt of the LD Sale Notice, such period to be extended to the earlier to occur of (i) five Business Days following the latest to occur of the next regularly scheduled meetings of the Supervisory Boards of FT, DT and any Qualified LD Purchaser (in case of such an assignment), and (ii) 150 days following the date of receipt of the LD Sale Notice described above (such period, the "LD Option Period"). Section 3.2. Assignment of Rights. At any time during the LD Option Period, upon 45 days' notice (an "Assignment Notice") to the Company, FT and DT may assign the rights described in Section 3.1(c) to one or more Qualified LD Purchasers, provided that FT and DT shall disclose to the Company the identity of each Qualified LD Purchaser and such other relevant information regarding each such Qualified LD Purchaser as the Company may reasonably request prior to assignment of such right. The Company, in its sole discretion, may abandon any Transfer described in its LD Sale Notice delivered pursuant to Section 3.1(c) upon notice to each of FT and DT within 15 days after delivery of an Assignment Notice, in which case the rights described in Sections 3.1(c) and (d) shall automatically be rescinded and of no effect notwithstanding FT's and DT's acceptance thereof, but in such event the Company may not thereafter sell the Specified Long Distance Assets to such Qualified LD Purchaser and may not offer to engage in a transaction involving Long Distance Assets substantially identical to the Specified Long Distance Assets for a period of one year following such abandonment. Any such subsequent transaction within a Restricted Period shall be subject to this Article III. Section 3.3. Timing of Disposition. If FT and DT fail to exercise the rights described in Sections 3.1(c) and (d), the Company may proceed to Transfer the Specified Long Distance Assets, provided that it enters into a legally binding agreement, subject to standard terms and conditions for a purchase contract for assets of the type to be Transferred, to Transfer the Specified Long Distance Assets upon terms no less favorable to the Company than those described in the LD Sale Notice delivered pursuant to Section 3.1 within 150 days after the end of the LD Option Period. If the Company does not obtain such a binding agreement within such time (or if it abandons such Transfer pursuant to Section 3.2), the Company may not engage in a transaction involving substantially identical Long Distance Assets for one year from the date of the LD Sale Notice. Any such subsequent transaction within a Restricted Period shall be subject to this Article III. Section 3.4. Method of Purchase. If FT and DT, or a Qualified LD Purchaser, as the case may be, exercise the right provided in Section 3.1, the closing of the purchase of the Specified Long Distance Assets shall take place within 90 days after the date of exercise of such option, at the offices of King & Spalding, 1185 Avenue of the Americas, New York, New York at 10:00 a.m., New York time, or at such other date, time or place as the Company and FT and DT, or the Qualified LD Purchaser, as the case may be, may agree, subject to the receipt of all necessary material Governmental Approvals, material Third Party Approvals and, if required by Applicable Law, approval of the stockholders of the Company. At such closing, the Company shall deliver to FT and DT, or the Qualified LD Purchaser, as the case may be, bills of sale, -48- assignments, endorsements, releases and such other documents and instruments as may be necessary, or, as determined by counsel to FT and DT, or the Qualified LD Purchaser, as the case may be, appropriate, to convey and vest in the buyer, title to each of the Specified Long Distance Assets to the extent, and in conformity with the terms of such sale, each as specified in the LD Sale Notice. Simultaneously therewith, FT and DT, or the Qualified LD Purchaser, as the case may be, shall deliver to the Company, by wire transfer of immediately available funds to such bank and account as the Company may designate, a cash amount equal to the purchase price of the Specified Long Distance Assets, as set forth in the Company's LD Sale Notice delivered pursuant to Section 3.1(b). In addition to any other obligations which FT and DT may have at such closing, if a Qualified LD Purchaser is to purchase Specified Long Distance Assets at such closing, FT and DT shall certify to the Company that such Qualified LD Purchaser meets the qualifications set forth in this Agreement for being a Qualified LD Purchaser as of the date of such closing. If, notwithstanding the relevant parties' reasonable efforts, the required approvals described in this Section 3.4 have not been received or the parties have not waived the requirement for any such approvals at the time the closing is scheduled to occur hereunder, the closing shall be postponed up to 180 days following the date of such originally scheduled closing or such other time as the parties to such transaction may agree. If by such time all such approvals have not been obtained or the requirement for any such approvals waived by the parties to such transaction, the rights of FT, DT and any Qualified LD Purchaser to purchase such Specified Long Distance Assets shall terminate and the Company shall be entitled to proceed with the proposed Transfer of such assets on the terms set forth in the LD Sale Notice. Section 3.5. Termination of Rights. Unless earlier terminated pursuant to Article VIII(b) hereof, the rights provided in this Article III and Section 7.15 hereof shall terminate, and cease to be of any further force or effect, (a) upon the conversion of all of the outstanding shares of Class A Stock into Non-Class A Common Stock pursuant to Sections 8.5(a), 8.5(b), 8.5(c) or 8.5(g) of ARTICLE SIXTH of the Articles, (b) if the aggregate Committed Percentage of the Class A Holders shall be below ten percent for more than 180 consecutive days following a Major Issuance, or (c) upon a sale of all of the Venture Interests of the Sprint Parties or the FT/DT Parties pursuant to Section 17.2, 17.3, 17.4, 19.3, 20.6 or 20.11 of the Joint Venture Agreement or on the date the Joint Venture is otherwise terminated, in each case other than due to an FT/DT Joint Venture Termination or a Corporation Joint Venture Termination. In addition, any rights provided in this Article III and Section 7.15 hereof shall be suspended and may not be exercised during any period of time in which the rights provided to the Class A Holders under Section 8.2(b) of ARTICLE SIXTH of the Articles are suspended pursuant to Section 8.5(b)(iv) of ARTICLE SIXTH of the Articles. -49- ARTICLE IV PROVISIONS CONCERNING CHANGE OF CONTROL --------------------------------------- Section 4.1. Sale of Assets or Control. So long as shares of Class A Stock are outstanding, but subject to Article VIII of this Agreement, if the Company determines to sell all or substantially all of the assets of the Company or not to oppose a tender offer by a Person other than any Class A Holder or Holders for Voting Securities of the Company representing more than 35 percent of the Voting Power of the Company or to sell Control of the Company or to effect a merger or other business combination, which would result in a Person (other than FT or DT or any of their Qualified Subsidiaries) holding Voting Securities of the resulting entity representing 35 percent or more of the Voting Power of such entity, the Company shall conduct such transaction in accordance with reasonable procedures to be determined by the Board of Directors, and permit FT and DT to participate in that process on a basis no less favorable than that granted any other participant. Section 4.2. Required Share Purchases. If a Person other than FT, DT or any of their respective Affiliates makes a tender offer for Voting Securities of the Company representing not less than 35 percent of the Voting Power of the Company and the terms of such tender offer do not permit the Class A Holders to sell an equal or greater percentage of: (i) if the tender offer involves only Series 1 FON Stock, Class A FON Shares as the holders of Series 1 FON Stock are permitted to sell taking into account any proration, (ii) if the tender offer involves only Series 1 PCS Stock, Class A PCS Shares as the holders of Series 1 PCS Stock are permitted to sell taking into account any proration, or (iii) if the tender offer involves both Series 1 FON Stock and Series 1 PCS Stock, Class A FON Shares and Class A PCS Shares as the holders of Series 1 FON Stock and Series 1 PCS Stock, respectively, are permitted to sell taking into account any proration, then upon the purchase by such Person of securities representing not less than 35 percent of the Voting Power of the Company in such tender offer, FT, DT and their Qualified Subsidiaries, as a group, shall have the option, exercisable upon delivery of written notice to the Company (or its successor) at any time within 30 days after the termination of the period during which tenders may be made into such tender offer, to sell to the Company all but not less than all, of the Shares that they were unable to tender on the same basis as the other shareholders, at a price per share (x) in the case of Class A FON Shares, equal to the price per share of Series 1 FON Stock offered pursuant to the tender offer, (y) in the case of Class A PCS Shares, equal to the price per share of Series 1 PCS Stock offered pursuant to the tender offer, and (z) in the case of Class A FON -50- Shares and Class A PCS Shares, equal to the price per share of Series 1 FON Stock and Series 1 PCS Stock offered pursuant to the tender offer. Notwithstanding the preceding sentence, the Class A Holders shall have no rights pursuant to this Section 4.2 if, at the date of termination of the period during which tenders may be made into such tender offer, the Class A Holders have a right to receive in exchange for all the shares of each class and/or series of Class A Stock corresponding to the classes and/or series of stock subject to the tender offer, publicly traded securities with an aggregate Fair Market Value, and/or cash in an amount, not less than the aggregate price per share of the Series 1 FON Stock and/or Series 1 PCS Stock, as the case may be, paid pursuant to the tender offer in a back-end transaction required to be effected within 90 days after the close of the tender offer. ARTICLE V EQUITY PURCHASE RIGHTS ---------------------- Section 5.1. Right to Purchase. Except as provided in Section 5.7 hereof, and except to the extent that the Class A Holders have acquired shares pursuant to the FT/DT Restructuring Agreement which otherwise would have given rise to Equity Purchase Rights hereunder, each Class A Holder shall have the right (an "Equity Purchase Right") to purchase from the Company (on a pro rata basis reflecting the respective ownership of shares of the applicable series or class of Class A Stock corresponding to the underlying series or class of Non-Class A Common Stock being issued, unless in the case of Section 5.1(d) all of the Class A Holders provide the Company prior to such purchase with written instructions to the contrary and such instructions are not inconsistent with Section 7.5 hereof or the Amended and Restated Standstill Agreement): (a) except under the circumstances described in clauses (e) and (f) below, if the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock prior to the Recapitalization (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of Class A Common Stock, that number of additional shares of Class A Common Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to the Weighted Average Price paid for such shares of Sprint FON Common Stock whose issuance gave rise to such Equity Purchase Right; (b) except under the circumstances described in clauses (e) and (f) below, if after the Recapitalization the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights -51- Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of the Series 3 FON Stock or Class A Common Stock, that number of additional shares of Series 3 FON Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to the Weighted Average Price paid for such shares of Sprint FON Common Stock whose issuance gave rise to such Equity Purchase Right; (c) except to the extent the Class A Holders exercise their rights provided in clause (d) below and except under the circumstances described in clauses (e) and (f) below, if the Company shall issue (or sell from treasury) shares of Sprint PCS Common Stock (including, without limitation, any CP Conversion Shares or any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of the Series 3 PCS Stock or Class A Common Stock, that number of additional shares of Series 3 PCS Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to (x) if the Class A Holders exercise such Equity Purchase Rights during the 45 day period after the date of issuance (or sale from treasury) of such shares of Sprint PCS Common Stock (the "Initial Decision Period") giving rise to the Equity Purchase Right, the Market Price of a share of Series 1 PCS Stock on the date of such issuance, or (y) if the Class A Holders exercise such Equity Purchase Right after the Initial Decision Period, the higher of (I) the Market Price of a share of Series 1 PCS Stock on the date of such issuance giving rise to the Equity Purchase Right, and (II) the Market Price of a share of Series 1 PCS Stock on the date of such exercise by FT and DT of the Equity Purchase Right; (d) except to the extent the Class A Holders exercise their rights provided in clause (c) above, if (i) the Company shall issue (or sell from treasury) CP Conversion Shares, (ii) the Series 2 PCS Stock shall convert into Series 1 PCS Stock pursuant to Section 7.5(a) of Article SIXTH of the Articles, (iii) the Voting Power of the PCS Preferred Stock shall increase due to a transfer of the PCS Preferred Stock, or (iv) the CP Warrants shall be exercised in exchange for the issuance of Sprint PCS Stock, that number of additional shares of Series 3 FON Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to such event, such Shares to be purchased at a per share purchase price equal to the Market Price of a share of Series 1 FON Stock on the date of such issuance giving rise to the Equity Purchase Right; provided, that (x) the Equity Purchase Rights under this Section 5.1(d) may not be exercised unless prior to exercising such rights the Class A Holders deliver a written certificate signed by their respective chief financial officers to the effect that such -52- Class A Holders have made a good faith determination that it is not practicable or advisable at such time to acquire shares of Series 1 FON Stock through open market purchases or other purchases from third parties, and (y) the maximum aggregate amount of Series 3 FON Stock which may be purchased pursuant to this Section 5.1(d) (either in a single purchase or in the aggregate through purchases over time) shall not exceed $300 million; (e) if the Company shall issue (or sell from treasury) Voting Securities other than Sprint FON Common Stock or Sprint PCS Common Stock, or issue shares of Sprint FON Common Stock or Sprint PCS Common Stock pursuant to employee benefit plans, arrangements or contracts (other than in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before April 26, 1996 (including pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before April 26, 1996) other than upon the conversion or exchange of the Class A Stock or the Series 2 PCS Stock, that number of additional shares of Series 3 FON Stock and/or Series 3 PCS Common Stock, as the case may be, sufficient for the Class A Holders to maintain their aggregate Committed Percentage (and relative proportionate holdings of Series 3 FON Stock and Series 3 PCS Stock) as in effect immediately prior to the issuance of such Voting Securities, such Shares to be purchased at a per share purchase price equal to (i) in the case of the Series 3 FON Stock, the Market Price of a share of Series 1 FON Stock on the date of the issuance which gave rise to such Equity Purchase Right and (ii) in the case of the Series 3 PCS Stock, the Market Price of a share of Series 1 PCS Stock on the date of the issuance which gave rise to such Equity Purchase Right; and (f) if the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock or Sprint PCS Common Stock in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before April 26, 1996 (including pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before April 26, 1996, other than upon the conversion or exchange of the Class A Stock, that number of additional shares of Series 3 FON Stock or Series 3 PCS Stock, as the case may be, sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such Voting Securities, such Shares to be purchased at a per share purchase price equal to the applicable FT/DT Weighted Purchase Price. Section 5.2. Notice. The Company shall deliver to each Class A Holder (a) written notice of the proposed issuance of any Voting Securities not less than 15 days prior to such issuance, such notice to describe in reasonable detail the expected Weighted Average Price for such Voting Securities and contain the calculation thereof and (b) written notice of the issuance of such Voting Securities within five days after such issuance, such notice to describe in reasonable detail the Weighted Average Price, Market Price or FT/DT Weighted Purchase Price -53- for such Voting Securities and contain the calculation thereof, provided that no such notices need be given in respect of (x) the issuance of CP Conversion Shares (provided that the Company shall give notice to the Class A Holders of the issuance of CP Conversion Shares as soon as practicable after the surrender of the related shares of Series 2 PCS Stock for conversion) or (y) in respect of the issuance of shares of Sprint FON Stock or Sprint PCS Stock, as the case may be, to the holders of securities of the Company in accordance with the terms thereof or grants or exercises pursuant to qualified or non-qualified employee benefit plans, arrangements or contracts, in each case as outstanding on January 31, 1996, or dividend reinvestment plans or dividend reinvestment and stock purchase plans or, in the case of securities issued after, and qualified or non-qualified employee benefit plans, arrangements and contracts adopted after, such date, if and only if the Class A Holders have been given written notice of the issuance of such securities or the adoption of such plans, arrangements and contracts thirty days prior to the date of such issuance or adoption (such shares of Sprint FON Stock or Sprint PCS Stock, as applicable, are collectively hereinafter referred to as the "Option Shares"). The Company shall deliver to each Class A Holder, on the tenth Business Day of each calendar quarter, written notice of the issuance during the preceding calendar quarter of (i) Option Shares, such notice to describe in reasonable detail the Weighted Average Price, Market Price or FT/DT Weighted Purchase Price for such Option Shares and contain the calculation thereof and the securities or plans, arrangements or contracts to which they relate and (ii) shares of Class A Stock to each Class A Holder pursuant to Section 7.3(c) hereof, such notice to set forth the purchase price for such shares of Class A Stock and the calculation thereof. Section 5.3. Manner of Exercise; Manner of Payment. The Class A Holders may exercise their Equity Purchase Rights by written notice to the Company delivered prior to the thirtieth day after the date of the related post-issuance notice provided for in Section 5.2 hereof, or as provided in Section 7.3 or 7.17, as the case may be; provided that the Class A Holders may exercise their Equity Purchase Rights arising under Section 5.1(c) with respect to an issuance of Shares by written notice to the Company delivered prior to the second anniversary of the date of such issuance. Payment for the additional Shares purchased or subscribed for by Class A Holders which exercise their Equity Purchase Rights shall be made as provided in Section 5.6 hereof or as otherwise may be agreed by the Company and the exercising Class A Holder or Holders. The total number of Shares issuable upon such exercise shall be issued and delivered to the appropriate Class A Holder against delivery to the Company of the cash and any notes therefor as provided in Section 5.6 hereof or as otherwise may be agreed by the Company and the exercising Class A Holder or Holders. In connection with the occurrence of any issuance that gives rise to Equity Purchase Rights and to purchase rights of the Cable Partners under the PCS Restructuring Agreement, Sprint shall use its reasonable efforts to coordinate the exercise of purchase rights by the Cable Partners and FT and DT to avoid a series of successive exercises of purchase rights triggered by a single issuance. Section 5.4. Adjustments. If the Class A Holders, upon exercise of their Equity Purchase Rights, are issued Shares on a date after the date the related Voting Securities are issued (a) the per share purchase price paid by the Class A Holders shall be reduced to reflect the Fair -54- Market Value of any dividend or distribution made in respect of each such Voting Security prior to such issuance and (b) such purchase price and the number of Shares purchased shall be appropriately adjusted to reflect any stock split, stock dividend or other combination or reclassification of the Class A Stock or Non-Class A Common Stock, as the case may be, during such time, including the Recapitalization. Section 5.5. Closing of Purchases. The closing of purchases of Shares pursuant to the exercise of Equity Purchase Rights by the exercising Class A Holder shall take place on a date specified by the exercising Class A Holder, which date shall be within 30 days after the exercise of such Equity Purchase Rights, at the offices of King & Spalding, 1185 Avenue of the Americas, New York, New York, at 10:00 a.m., New York City time, or at such other date, time or place as the Company and such exercising Class A Holder may otherwise agree. At such closing: (a) the Company shall deliver, or cause to be delivered, to such exercising Class A Holder, certificates representing the shares of Class A Stock to be purchased by such exercising Class A Holder, in the name of such holder, against payment of the purchase price therefor, as provided below; (b) such exercising Class A Holder shall deliver to the Company an amount (the "Equity Purchase Price") equal to the product of (i) the applicable price per share determined pursuant to Section 5.1 of this Agreement and (ii) the number of Shares to be acquired by such exercising Class A Holder. Section 5.6. Terms of Payment. Payment for Shares purchased from the Company pursuant to Section 5.1 hereof or Article VI hereof shall be made as follows: (a) if (i) the aggregate amount to be paid to the Company is less than $200 million, (ii) the Equity Purchase Rights relating to such purchase have arisen under Section 5.1(c) and such rights were exercised after the Initial Decision Period or (iii) the Equity Purchase Rights relating to such purchase have arisen under Section 5.1(d), payment shall be made by the Class A Holder, or Qualified Stock Purchaser or Purchasers, as the case may be, in cash by wire transfer to such account as the Company may reasonably designate; (b) if the amount to be paid to the Company is equal to or greater than $200 million and less than $500 million, unless the Equity Purchase Rights relating to such purchase have arisen under Section 5.1(c) and such rights were exercised after the Initial Decision Period or the Equity Purchase Rights relating to such purchase have arisen under Section 5.1(d), not less than $200 million shall be paid in cash by the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, by wire transfer to such account as the Company may reasonably designate and the remainder, if any, shall be paid in two equal annual installments beginning on the first anniversary of the -55- date of such purchase, the respective obligations of the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, to pay such installments to be evidenced by Class A Holder Eligible Notes; or (c) if the amount to be paid to the Company is equal to or greater than $500 million, unless the Equity Purchase Rights relating to such purchase have arisen under Section 5.1(c) and such rights were exercised after the Initial Decision Period or the Equity Purchase Rights relating to such purchase have arisen under Section 5.1(d), not less than $200 million shall be paid in cash by the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, by wire transfer to such account as the Company may reasonably designate within 30 days after such date of notice, and the remainder shall be paid in Class A Holder Eligible Notes of the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, one-third of such amount in Class A Holder Eligible Notes maturing within one year after the date of such purchase, one-third of such amount in Class A Holder Eligible Notes maturing within two years of such date, and one-third of such amount in Class A Holder Eligible Notes maturing within three years of such date. Section 5.8. Suspension of Equity Purchase Rights. If at any time (a) the number of Voting Securities of the Company Beneficially Owned in the aggregate by FT, DT and their Affiliates and Associates exceeds any of the applicable Percentage Limitations as set forth in the Amended and Restated Standstill Agreement (without regard to Section 2.3 of such agreement), or (b) the number of Voting Securities of the Company Beneficially Owned in the aggregate by any Qualified Stock Purchaser and its Affiliates and Associates exceeds any of the applicable Percentage Limitations as set forth in the Qualified Stock Purchaser Standstill Agreement applicable to such Qualified Stock Purchaser (without regard to Section 2.2 of such agreement), the Company may by giving notice to the Class A Holders whose aggregate Beneficial Ownership exceeds any of such applicable Percentage Limitations specified in clauses (a) and (b) of this Section 5.7 suspend the right of such Class A Holders to purchase additional shares of any class or series of capital stock of the Company pursuant to this Agreement or otherwise unless and until such purchase (including any purchase pursuant to Section 7.3 or 7.17 hereof) would not result in the aggregate Beneficial Ownership of the affected Class A Holders exceeding any of such Percentage Limitations applicable to such Class A Holders. Section 5.8. Record Date Blackout Purchases. (a) During a Record Date Blackout Period, if a Class A Holder held a Percentage Ownership Interest equal to at least 10% on the record date for a stockholders' meeting or dividend payment which immediately preceded the Record Date Blackout Period, such Class A Holders shall be entitled on a pro rata basis with the other Class A Holders in accordance with their respective Committed Percentages to purchase from the Company shares of capital stock of the Company in an aggregate amount for all Class A Holders equal to the Available Record Date Blackout Shares for such Record Date -56- Blackout Period. The class of shares to be purchased (i.e., Series 3 FON Stock or Series 3 PCS Stock) shall be determined as set in Section 5.8(b) below, and the price to be paid for such shares shall be (i) with respect to Series 3 FON Stock, the Market Price of the Series 1 FON Stock as of the date of purchase of the Series 3 FON Stock, and (ii) with respect to Series 3 PCS Stock, the Market Price of the Series 1 PCS Stock as of the date of purchase of the Series 3 PCS Stock. Each Class A Holder shall be entitled to exercise the rights under this Section 5.8(b) by written notice to the Company delivered prior to the second Business Day before the record date relating to such Record Date Blackout Period. (b) The class of shares (i.e., Series 3 FON Stock or Series 3 PCS Stock) to be issued to a Class A Holder under Section 5.8(a) with respect to any Record Date Blackout Period shall be determined as follows: (i) if the ratio of the Class A FON Shares owned by such Class A Holder to the Class A PCS Shares owned by such Class A Holder exceeds the then applicable ratio of the Votes attributable to all outstanding Sprint FON Stock to the Votes attributable to all outstanding Sprint PCS Stock, the Company shall issue Class A PCS Shares pursuant to Section 5.8(a) until such time as the ratios are equal, at which time the Company shall issue Class A FON Shares and Class A PCS Shares in the same proportions as the then applicable ratio of the Votes attributable to all outstanding Sprint FON Stock to the Votes attributable to all outstanding Sprint PCS Stock; (ii) if the ratio of the Class A PCS Shares owned by such Class A Holder to the Class A FON Shares owned by such Class A Holder exceeds the then applicable ratio of the Votes attributable to all outstanding Sprint PCS Stock to the Votes attributable to all outstanding Sprint FON Stock, the Company shall issue Class A FON Shares pursuant to Section 5.8(a) until such time as the ratios are equal, at which time the Company shall issue Class A FON Shares and Class A PCS Shares in the same proportions as the then applicable ratio of the Votes attributable to all outstanding Sprint FON Stock to the Votes attributable to all outstanding Sprint PCS Stock; and (iii) if the ratio of the Class A PCS Shares owned by such Class A Holder to the Class A FON Shares owned by such Class A Holder equals the then applicable ratio of the Votes attributable to all outstanding Sprint PCS Stock to the Votes attributable to all outstanding Sprint FON Stock, the Company shall issue Class A FON Shares and Class A PCS Shares in the same proportions as the then applicable ratio of the Votes attributable to all outstanding Sprint FON Stock to the Votes attributable to all outstanding Sprint PCS Stock. -57- (c) Shares purchased from the Company pursuant to this Section 5.8 shall be purchased and paid for in accordance with Sections 5.4 and 5.5 (but not Section 5.6) of this Agreement, mutatis mutandis, except that the closing of such purchase shall occur on the Business Day immediately preceding the record date relating to such Record Date Blackout Period and at the closing the Class A Holders shall pay the purchase price for the Shares so purchased in cash in immediately available funds. ARTICLE VI HOLDINGS BY MAJOR COMPETITORS ----------------------------- Until January 31, 2006, if a Major Competitor of FT or DT or of the Joint Venture obtains a Percentage Ownership Interest of 20 percent or more as a result of a Strategic Merger, the Class A Holders shall have the right to commit within 30 days following the consummation of such Strategic Merger to purchase from the Company (or its successor in such Strategic Merger) and, upon such commitment, the Company or such successor shall be obligated to sell to the Class A Holders, subject to Applicable Law and the receipt of any required material Governmental Approvals, a number of shares of Class A Stock (which shall consist of Series 3 FON Stock and Series 3 PCS Stock in the same proportions as the Class A FON Shares and the Class A PCS Shares are owned by the Class A Holders at the time of the event giving rise to the Class A Holders' right to so commit) such that the aggregate Committed Percentage of the Class A Holders shall be equal to the Percentage Ownership Interest of such Major Competitor of FT or DT following consummation of such Strategic Merger, such Shares to be purchased at a per share price equal to the applicable Weighted Average Price paid by such Major Competitor, unless the Major Competitor has only purchased Sprint FON Stock or Sprint PCS Stock (but not both), in which event the Shares relating to the class not so purchased by the Major Competitor shall be purchased at the Market Price on the date of the event giving rise to the Class A Holders' right to so commit; provided that to the extent the purchase of Shares pursuant to this Article VI would violate the provisions of Section 310, the Class A Holders shall have the right to assign to one or more non-Alien Qualified Stock Purchasers the right to purchase such Shares from the Company if such Class A Holders assigning such rights to a non-Alien Qualified Stock Purchaser cause such Qualified Stock Purchaser to execute an undertaking in accordance with Section 7.2 of this Agreement. Shares purchased from the Company pursuant to this Article VI shall be purchased and paid in accordance with Sections 5.4, 5.5 and 5.6 of this Agreement, mutatis mutandis. -58- ARTICLE VII COVENANTS Section 7.1. Reservation and Availability of Capital Stock. The Company covenants and agrees that it will cause to be reserved and kept available, out of the aggregate of its authorized but unissued shares of capital stock and its issued shares of capital stock held in its treasury, the full number of shares of (a) Series 1 FON Stock then deliverable upon the conversion of all outstanding Class A FON Shares, (b) Series 1 PCS Stock then deliverable upon the conversion of all outstanding Class A PCS Shares, (c) Series 3 FON Stock then deliverable upon conversion of all of the shares of Sprint FON Common Stock, and (d) Series 3 PCS Stock then deliverable upon conversion of all of the shares of Sprint PCS Common Stock, in the case of each of clauses (a), (b), (c), (d), (e) and (f) that the Class A Holders are permitted to acquire hereunder and under the FT/DT Restructuring Agreement, the Articles and the Amended and Restated Standstill Agreement. Section 7.2. Assignee Purchasers. As a condition to the assignment of rights to purchase shares of Class A Stock to a Qualified Stock Purchaser pursuant to Article VI hereof or pursuant to the Amended and Restated Standstill Agreement, FT and DT shall cause such Qualified Stock Purchaser to agree in writing to be bound by the terms and conditions of this Agreement and a Qualified Stock Purchaser Standstill Agreement pursuant to an instrument of assumption substantially in the form of Exhibit C hereto and such Qualified Stock Purchaser thereby shall become a party to this Agreement. Section 7.3. Automatic Exercise of Rights with Respect to Option Shares; Method of Purchase. (a) The Class A Holders, at their option, may lend to the Company, and the Company shall borrow, in the aggregate up to an amount specified in writing from time to time to the Company by the Class A Holders, which amount has been determined in good faith by the Class A Holders to be reasonably necessary to cover the purchase price payable by them in connection with their exercise of equity purchase rights pursuant to Section 5.1 with respect to Option Shares to be issued during the succeeding three-month period (the "Exercise Amount"), and from time to time at the option of the Class A -59- Holders, the Class A Holders may lend to the Company, and the Company shall borrow from the Class A Holders in the aggregate (pro rata from each Class A Holder in accordance with its relative Committed Percentage at the time of such borrowing), an amount equal to the difference between the Exercise Amount and the amount then outstanding on such loans from the Class A Holders. All loans hereunder shall be evidenced by notes ("Company Stock Payment Notes") satisfactory in form and substance to each party hereto. (b) For so long as the Class A Holders are entitled to purchase Shares pursuant to Section 5.1, subject to subsections (c), (e) and (f) of this Section 7.3, each Class A Holder holding a Company Stock Payment Note hereby agrees to exercise its rights to purchase from the Company, and shall so purchase and the Company shall sell, shares of Class A Common Stock, Series 3 FON Stock or Series 3 PCS Stock, as the case may be, pursuant to Section 5.1 hereof upon, and simultaneously with, any issuance of Option Shares. (c) For so long as the Class A Holders are entitled to purchase Shares pursuant to Section 5.1, subject to subsections (e) and (f) of this Section 7.3, contemporaneously with each issuance of Option Shares, (i) the Company shall either (A) deliver, or cause to be delivered, to each Class A Holder a stock certificate bearing the legends set forth in Section 2.8 of this Agreement, registered in the name of such Class A Holder on the stock ledger of the Company and representing the number of Shares which such Class A Holder is entitled to purchase pursuant to Section 5.1 hereof as a result of such issuance of Option Shares, or (B) cause the Company's transfer agent to reflect on its books and records the ownership by such Class A Holder of an additional number of Shares representing the number of Shares which such Class A Holder is entitled to purchase pursuant to Section 5.1 hereof as a result of such issuance of Option Shares; and (ii) pursuant to the terms of the Company Stock Payment Notes, (x) the Company shall repay (in accordance with the procedures set forth in clause (y), below) a portion of the principal of such Company Stock Payment Notes equal to the amount of the purchase price for such Shares (as determined in accordance with Section 5.1 hereof) (a "Mandatory Payment Amount"), provided that the Company shall hold such Mandatory Payment Amount in trust for the benefit of such exercising Class A Holder, subject to clause (y) below, and (y) simultaneously with such payment, the Company shall apply such Mandatory Payment Amount to the payment of such purchase price, provided that no such purchase of Shares shall occur if the unpaid principal amount of Company Stock Payment Notes held by the exercising Class A Holder represents insufficient funds to pay such purchase price in its entirety, in which case no reduction in the -60- unpaid principal amount of the Company Stock Payment Notes held by such exercising Class A Holder shall occur. (d) Subject to subsections (c), (e) and (f), the provisions of this Section 7.3 shall be deemed to comply with all the requirements of Article V hereof with respect to the exercise of such rights relating to the issuance by the Company of Option Shares and no further notices must be delivered or action be taken pursuant to this Agreement on the part of any of the Class A Holders or the Company in order to effectuate the exercise of such rights. (e) This Section 7.3 shall become immediately inoperative and of no force and effect with respect to any Class A Holder (i) upon delivery by such Class A Holder to the Company of a notice to that effect, or (ii) if, with respect to such Class A Holder, ownership of at least 10% of the Voting Securities of the Company by such Class A Holder is not a necessary condition or sufficient condition to obtaining a Treaty Benefit, as determined in a manner identical to that set forth in Sections 2(a)(iii)(2), (3), (4) and (5) of ARTICLE FIFTH of the Articles with respect to the termination of the provisions of Section 2(a)(iii)(1) of such ARTICLE FIFTH provided that this Section 7.3 thereafter shall become operative and of full force and effect with respect to such Class A Holder (i) if this Section 7.3 is not at that time of no force and effect pursuant to clause (ii) of this Section 7.3(e), upon delivery by such Class A Holder to the Company of a notice to that effect or (ii) if, with respect to such Class A Holder, ownership of at least 10% of the Voting Securities of the Company by such Class A Holder is a necessary condition or sufficient condition to obtaining a Treaty Benefit, as determined in a manner identical to that set forth in Sections 2(a)(iii)(2), (3), (4) and (5) of ARTICLE FIFTH of the Articles with respect to the termination of the provisions of Section 2(a)(iii)(1) of such ARTICLE FIFTH. (f) The rights and obligations of the Class A Holders and the Company under this Section 7.3 shall terminate upon the conversion of all outstanding shares of Class A Stock as provided in Section 8.5 of ARTICLE SIXTH of the Articles, provided that such termination shall not affect any rights of the Class A Holders to payment under any Company Stock Payment Notes then outstanding. Section 7.4. Procedures for Redemption. (a) If the aggregate percentage of Shares Beneficially Owned by the Class A Holders is less than the percentage permitted under Section 310 to be Beneficially Owned by Aliens, the Company will not redeem any Shares Beneficially Owned by the Class A Holders pursuant to Section 2.2 of ARTICLE SIXTH of the Articles, provided that notwithstanding the foregoing, the Company may, after consultation in good faith with each of the Class A Holders to consider alternatives to such redemption, redeem Shares Beneficially Owned by the Class A Holders if and to the extent that the outstanding -61- shares of Class A Stock represent Votes constituting greater than 20% of the aggregate Voting Power of the Company, in each case at such time, and if, after considering all reasonable alternatives, the failure to redeem such Shares would have a material adverse effect on the Company as reflected in a resolution certified to the Class A Holders by a determination made in good faith by the Independent Directors. (b)(i) If at any time the Company should invoke its right to redeem its capital stock, the Company shall unless prohibited by Applicable Law first designate for redemption capital stock other than shares of Class A Stock, before designating for redemption any shares of Class A Stock. (ii) If the Company issues Redemption Securities in full or partial payment of the redemption price for shares of Class A Stock in a circumstance in which Section 7.4(b)(i) hereof or Section 2.2(f) of ARTICLE SIXTH of the Articles requires adjustment under Article IX of this Agreement, then principal payments under such Redemption Securities shall be adjusted to comply with the requirements of Article IX such that the Class A Holders shall receive an amount equal to the principal amount of such Redemption Securities. (c) The Company shall take all reasonable measures to permit the Class A Holders to obtain or maintain their Percentage Ownership Interest in accordance with Applicable Laws of the United States, including applying for a waiver of the restrictions on Alien ownership set forth in Section 310 if there is a reasonable possibility of obtaining such a waiver. (d) (i)On or prior to April 26, 1999, the Company shall have the right, at any time during which the Company has the right pursuant to Section 7.4(a) hereof to redeem shares of Class A Stock in accordance with Section 2.2 of ARTICLE SIXTH of the Articles and following a determination by the Board of Directors that such redemption is necessary or advisable to comply with the requirements of Section 310, to deliver a notice (a "Required Sale Notice") to the Class A Holders requiring them to sell (a "Surplus Shares Sale") that number of shares of Class A Stock (the "Surplus Shares") necessary so that, immediately following such Surplus Shares Sale, the aggregate Percentage Ownership Interest of the Class A Holders shall be 20% or such greater percentage specified in such notice as being necessary or advisable for the Class A Holders to attain in order to comply with the requirements of Section 310. (ii) Upon receipt of the Required Sale Notice, the Class A Holders shall sell the Surplus Shares in third party or open market sales. The Surplus Shares Sale shall be conducted as promptly as practicable following receipt of the Required Sale Notice, but in no event later than 120 days following the date of receipt thereof, as extended day for day for each day that such sales are actually delayed during such time period because (i) the Surplus Shares cannot be sold due to the anti-fraud rules of the U.S. securities laws, -62- or (ii) the Company has delayed a proposed registration of the Surplus Shares in accordance with Section 1.4 of the Amended and Restated Registration Rights Agreement. (iii) Each Class A Holder selling Surplus Shares shall, promptly upon the conclusion of the Surplus Shares Sale, deliver to the Company a notice stating that such Surplus Shares Sale has been concluded and indicating the total amount of consideration received therefrom (the "Total Realized Amount") for the Surplus Shares sold in such sale. Following receipt of such notice, the Company shall pay (a "Supplementary Payment") to each Class A Holder selling Surplus Shares the excess, if any, of the aggregate Formula Price applicable to such Surplus Shares over the Total Realized Amount (in each case as modified to comply with the requirements of Section 9.2). Section 7.5. Joint Action by FT and DT. (a) The ratio of the aggregate Percentage Ownership Interest of the overall Voting Power of the Company of one of FT or DT (and its Qualified Subsidiaries) to the aggregate Percentage Ownership Interest of the overall Voting Power of the Company of the other of FT or DT (and its Qualified Subsidiaries) shall not be greater than 3 to 2 (the "Applicable Overall Ratio"). (b) The ratio of the aggregate Percentage Ownership Interest of the Voting Power represented by the Class A FON Shares of one of FT or DT (and its Qualified Subsidiaries) to the aggregate Percentage Ownership Interest of the Voting Power represented by the Class A FON Shares of the other of FT or DT (and its Qualified Subsidiaries) shall not be greater than 4 to 1 (the "Applicable FON Ratio"). In addition, the ratio of the aggregate Percentage Ownership Interest of the Voting Power represented by the Class A PCS Shares of one of FT or DT (and its Qualified Subsidiaries) to the aggregate Percentage Ownership Interest of the Voting Power represented by the Class A PCS Shares of the other of FT or DT (and its Qualified Subsidiaries) shall not be greater than 4 to 1 (the "Applicable PCS Ratio") (c) FT and DT shall vote, and shall cause each of their respective Qualified Subsidiaries to vote, all shares of Class A Stock held by them as a single block on all matters. Section 7.6. Compliance with Tax Laws. FT and DT shall furnish the Company or its paying agent any certification, information return, documentation or other form that they are entitled to furnish and that is required under Applicable Law to establish the applicability of, or relief or exemption from, United States withholding taxes. Section 7.7. Compliance with Security Requirements. To the extent that, in connection with a United States government contract, an agency of the United States government or a -63- contractor requires the Company to restrict access to any properties or information reasonably related to such contract on the basis of Applicable Law with respect to United States national security matters and to the extent that other Applicable Law requires the Company to restrict access to any properties or information and, in accordance with such restrictions, access to certain properties or information may not be given to any Director elected by the Class A Holders without appropriate security clearance, such Director will not be given access to such properties or information and may not participate in deliberations of the Board of Directors or the board of directors of any of the Company's Subsidiaries in which such information with respect to such properties is disclosed. Any such exclusion shall be reflected accurately in the minutes of such deliberations. Without limiting the generality of the foregoing, no Class A Director shall (i) have access to classified information or controlled unclassified information entrusted to the Company except as permissible under the United States Department of Defense Industrial Security Program (the "DISP") and applicable United States laws and regulations, (ii) either seek or accept classified information or controlled unclassified information entrusted to the Company, except as permissible under the DISP or applicable United States laws and regulations, or (iii) fail to advise any committee established by the Company to monitor compliance with national security matters promptly if such Class A Director reasonably believes any violations or attempted violations of, or actions inconsistent with, Applicable Laws or contractual provisions relating to national security matters have occurred. Section 7.8. Major Issuances. (a) At least 90 days before the consummation, directly or indirectly, by the Company of any Major Issuance to be effected prior to January 31, 2001, the Company shall deliver to each Class A Holder a notice of such proposed Major Issuance. If there is a written notice signed by FT and DT disapproving such proposed Major Issuance within 75 days of the delivery of such notice and the Company nevertheless effects such Major Issuance, the Class A Holders may elect to be released from the Transfer Restrictions or elect to maintain an aggregate Committed Percentage of at least ten percent as provided in subsection (b) of this Section 7.8. (b) If the aggregate Committed Percentage of the Class A Holders falls below ten percent because of a Major Issuance, in addition to Equity Purchase Rights (if applicable), within 180 days after such Major Issuance the Class A Holders may deliver to the Company a written notice in which each Class A Holder commits to the Company to purchase from third parties, within three years after such notice, a number of shares of Series 1 FON Stock and/or Series 1 PCS Stock, as the case may be, sufficient to increase the aggregate Committed Percentage of all Class A Holders to at least ten percent based on the Voting Power of the Company as at the date of such notice. (c) Upon delivery of notice to the Company by each of the Class A Holders following a Major Issuance committing each such Class A Holder not to exercise its Equity Purchase Rights in respect of a Major Issuance or its related rights provided in -65- subsection (b) of this Section 7.8, the Class A Holders shall automatically and without any further action on their part be released from the Transfer Restrictions. Section 7.9. Participation by Class A Directors in Certain Circumstances. If the Joint Venture Agreement is terminated, the Company may exclude the Class A Directors from deliberations of the Board of Directors that a majority of the Independent Directors, in their good faith judgment, believe involve (a) sensitive information relating to the Company and its relationship to FT or DT or the Company's activities that are competitive with the activities of FT or DT, or (b) matters in which such Class A Directors or the Class A Holders otherwise have conflicts of interest with the Company. Any such exclusion shall be reflected accurately in the minutes of such deliberations. Section 7.10. Spin-offs. Prior to consummating any Exempt Long Distance Asset Divestiture (before the end of the Restricted Period described in Section 3.1(a)(i) hereof) involving a Spin-off, (a) the Company shall cause the entity whose equity interests are to be distributed in such Spin-off to (i) execute agreements with each of FT, DT and their respective Qualified Subsidiaries at the time of such Spin-off no less favorable to FT and DT than this Agreement, the Amended and Restated Registration Rights Agreement, the Amended and Restated Standstill Agreement, and the Amended and Restated Confidentiality Agreements (the "Principal Investment Documents"); and (ii) adopt bylaws no less favorable to FT and DT than the Bylaws. (b) each of FT, DT and their respective Qualified Subsidiaries that are Class A Holders shall have been afforded a reasonable opportunity (and in no event less than 90 days) to review and approve such Principal Investment Documents, following delivery of such documents prepared in substantial conformity with the requirements of this Section 7.10, provided that, unless FT, DT and their respective Qualified Subsidiaries shall have delivered a notice to the Company, prior to the end of the forty-fifth day following delivery of such documents, stating that such documents were not prepared in substantial conformity with the requirements of this Section 7.10, such documents shall be deemed to have been prepared in substantial conformity with this Section 7.10. Following the expiration of the period provided in clause (b) of this Section 7.10, each of FT, DT and their respective Qualified Subsidiaries shall execute and deliver the Principal Investment Documents, provided that if each such party does not so execute and deliver such Principal Investment Documents, the Company shall nonetheless have the right to proceed with such Spin-off and the Company shall have no obligation to provide to such Class A Holders securities of such Spin-off Entity with rights no less favorable to the Class A Holders than those applicable -65- to the Class A Stock set forth in the Articles and the Bylaws. The rights and obligations of the parties hereto under this Section 7.10 shall be suspended or terminate, and cease to be of any further force or effect, (a) with respect to any proposed Spin-off of a Subsidiary of the Company which, directly or indirectly, owns Long Distance Assets, upon the suspension or termination, as the case may be, of the rights of the Class A Holders under Article III hereof; and (b) with respect to any proposed Spin-off of a Subsidiary of the Company other than a Subsidiary which, directly or indirectly, owns Long Distance Assets, upon the suspension or termination, as the case may be, of the rights of the Class A Holders pursuant to Article VIII hereof. Section 7.11. FCC Licenses. The Company shall not hold directly any Licenses from the FCC, if the holding of such Licenses by the Company would result in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Section 7.12. Issuance of Class A Stock. So long as the Class A Holders own any shares of Class A Stock, the Company shall not issue any shares of Class A Stock to any Person other than FT, DT, their respective Qualified Subsidiaries and Qualified Stock Purchasers. Section 7.13. Defeasance of Fifth Series. If at any time the consolidated net worth of the Company and its Subsidiaries taken as a whole, determined in accordance with Generally Accepted Accounting Principles as applied in the Company's most recent financial statements included in a filing with the SEC, shall be less than $1 billion, the Company shall defease the Fifth Series of the Preferred Stock, by any means reasonably acceptable to FT and DT. Section 7.14. Continuing Directors. The Company shall maintain at least seven Continuing Directors on the Board of Directors at all times. Section 7.15. Long Distance Business. Except as otherwise required or permitted by this Agreement, the Other Investment Documents, the Articles or the Joint Venture Documents, the Company shall not hold in the Local Exchange Division, or any other division of the Company other than the Long Distance Division assets which are primarily used, or held primarily for use, in or for the benefit of the Long Distance Business, except for assets that in the aggregate are not material to the operation of the Long Distance Business. Section 7.16. Intellectual Property. In any sale of 51% of the Fair Market Value of the Long Distance Assets required by the last sentence of Section 3.1(a) hereof, the Company shall use its reasonable efforts to grant to such Person a non-exclusive, perpetual and worldwide license upon commercially reasonable terms to use all intellectual property not included in the definition of Long Distance Assets owned or licensed by the Company which is reasonably necessary to utilize fully the Long Distance Assets so purchased; provided, however, that the Company shall have no obligation to license the "Sprint" brand name or any other brand names, tradenames or trademarks owned or licensed by the Company or any of its Subsidiaries. -66- Section 7.17. Automatic Exercise of Rights with Respect to CP Conversion Shares; Method of Purchase. (a) For so long as the Class A Holders are entitled to purchase Shares pursuant to Section 5.1, subject to subsections (b), (d) and (e) of this Section 7.17, each Class A Holder hereby agrees to exercise its rights to purchase from the Company, and shall so purchase and the Company shall sell, shares of Series 3 PCS Stock pursuant to Section 5.1 hereof upon, and simultaneously with, any issuance of CP Conversion Shares which occurs during an Applicable CP Period. (b) For so long as the Class A Holders are entitled to purchase Shares pursuant to Section 5.1, subject to subsections (d) and (e) of this Section 7.17, contemporaneously with each issuance of CP Conversion Shares during an Applicable CP Period, (i) the Company shall either (A) deliver, or cause to be delivered, to each Class A Holder a stock certificate bearing the legends set forth in Section 2.8 of this Agreement, registered in the name of such Class A Holder on the stock ledger of the Company and representing the number of Shares which such Class A Holder is entitled to purchase pursuant to Section 5.1 hereof as a result of such issuance of CP Conversion Shares, or (B) cause the Company's transfer agent to reflect on its books and records the ownership by such Class A Holder of an additional number of Shares representing the number of Shares which such Class A Holder is entitled to purchase pursuant to Section 5.1 hereof as a result of such issuance of CP Conversion Shares; and (ii) the principal amount of the applicable FT/DT Stock Payment Note shall be increased by the amount of the purchase price for such Shares (as determined in accordance with Section 5.1 hereof), which principal amount shall be repaid in accordance with the terms of such FT/DT Stock Payment Note. (c) Subject to subsections (b), (d) and (e), the provisions of this Section 7.17 shall be deemed to comply with all the requirements of Article V hereof with respect to the exercise of such rights relating to the issuance by the Company of CP Conversion Shares and no further notices must be delivered or action be taken pursuant to this Agreement on the part of any of the Class A Holders or the Company in order to effectuate the exercise of such rights. (d) This Section 7.17 shall become immediately inoperative and of no force and effect with respect to any Class A Holder (i) upon delivery by such Class A Holder to the Company of a notice to that effect, or (ii) if, with respect to such Class A Holder, ownership of at least 10% of the Voting Securities of the Company by such Class A Holder is not a necessary condition or sufficient condition to obtaining a Treaty Benefit, -67- as determined in a manner identical to that set forth in Sections 2(a)(iii)(2), (3), (4) and (5) of ARTICLE FIFTH of the Articles with respect to the termination of the provisions of Section 2(a)(iii)(1) of such ARTICLE FIFTH, provided that this Section 7.17 thereafter shall become operative and of full force and effect with respect to such Class A Holder (i) if this Section 7.17 is not at that time of no force and effect pursuant to clause (ii) of this Section 7.17(e), upon delivery by such Class A Holder to the Company of a notice to that effect or (ii) if, with respect to such Class A Holder, ownership of at least 10% of the Voting Securities of the Company by such Class A Holder is a necessary condition or sufficient condition to obtaining a Treaty Benefit, as determined in a manner identical to that set forth in Sections 2(a)(iii)(2), (3), (4) and (5) of ARTICLE FIFTH of the Articles with respect to the termination of the provisions of Section 2(a)(iii)(1) of such ARTICLE FIFTH. (e) The rights and obligations of the Class A Holders and the Company under this Section 7.17 shall terminate upon the conversion of all outstanding shares of Class A Stock as provided in Section 8.5 of ARTICLE SIXTH of the Articles, provided that such termination shall not affect any rights of the Company to payment under any FT/DT Stock Payment Notes then outstanding. Section 7.18. Notice of Record Dates. Unless the aggregate Committed Percentage of the Class A Holders falls below ten percent, (i) at least ten Trading Days prior to the date so fixed, the Company shall give written notice to FT and DT of each date fixed by the Board of Directors as the record date (which shall be a Trading Day) for a meeting of the stockholders of the Company or for the payment of dividends in respect of the Sprint FON Stock, the Sprint PCS Stock or the Class A Common Stock, and (ii) at least ten Trading Days before such a record date for a meeting of the stockholders of the Company or for the payment of dividends, the Company shall provide FT and DT with a calculation setting forth the respective votes to which each class and series of Sprint FON Stock, Sprint PCS Stock and Class A Common Stock shall be entitled in connection with such meeting of stockholders (or, with respect to a record date for the payment of dividends, would be entitled if such record date were a record date for a meeting of stockholders and not a record date for the payment of dividends). ARTICLE VIII TERMINATION OF CERTAIN RIGHTS ----------------------------- (a) The rights of the Class A Holders under Articles IV, V and VI and Sections 7.3, 7.4, 7.8, 7.11 and 7.13 hereof shall terminate: (i) if at any time the aggregate Committed Percentage of the Class A Holders is below ten percent (x) for more than 180 consecutive days or (y) immediately following a Transfer of Class A Stock by a Class A Holder; -68- (ii) upon the conversion of all of the outstanding shares of Class A Stock into shares of Non-Class A Common Stock pursuant to Sections 8.5(b), 8.5(d) or 8.5(g) of ARTICLE SIXTH of the Articles; (iii) upon a sale of all of the Venture Interests of the Sprint Parties or the FT/DT Parties pursuant to Section 17.2, 17.3, 17.4, 19.3, 20.6 or 20.11 of the Joint Venture Agreement or on the date on which the Joint Venture is otherwise terminated, in each case other than due to an FT/DT Joint Venture Termination or a Corporation Joint Venture Termination, provided that the rights of the Class A Holders under Sections 7.3, 7.8(b) and 7.13 hereof and Article V hereof shall terminate on the third anniversary of the date of such sale or termination; or (iv) upon the consummation of a transaction involving a Change of Control within the meaning of clause (a) of the definition of Change of Control. (b) The rights of the Class A Holders under Articles III, IV, V and VI hereof, and Sections 7.3, 7.8, 7.13, 7.15 and 7.17 hereof, shall terminate upon (i) the conversion of all of the outstanding shares of Class A Stock into shares of Non-Class A Common Stock, pursuant to Section 8.5(h) of ARTICLE SIXTH of the Articles. (c) The rights of the Class A Holders under Articles IV and VI hereof and Sections 7.4, 7.8, 7.11 and 7.13 hereof shall be suspended and may not be exercised during any period of time in which the rights provided to the Class A Holders under Sections 8.2 (except Sections 8.2(a)(iii) and 8.2(c)), 8.3, 8.4, 8.5 and 8.6 of ARTICLE SIXTH of the Articles are suspended pursuant to Section 8.5(b) of ARTICLE SIXTH of the Articles. (d) The rights of a Qualified Stock Purchaser under Articles IV, V and VI hereof and Sections 7.3, 7.4, 7.8, 7.11, 7.13 and 7.17 hereof shall terminate upon (i) the conversion of the outstanding shares of Class A Stock owned by such Qualified Stock Purchaser into Non-Class A Common Stock, pursuant to Section 8.5(k) of ARTICLE SIXTH of the Articles, and the rights of a Qualified Stock Purchaser under Articles IV and VI hereof and Sections 7.4, 7.8, 7.11, 7.13 and 7.17 hereof shall be suspended and may not be exercised during any period of time in which the rights provided to such Qualified Stock Purchaser under Sections 8.2 (except Sections 8.2(a)(iii) and 8.2(c)), 8.3, 8.4, 8.5 and 8.6 of ARTICLE SIXTH of the Articles are suspended pursuant to Section 8.5(k) of ARTICLE SIXTH of the Articles. ARTICLE IX TAX INDEMNIFICATION ------------------- Section 9.1. Indemnification for Company Purchase. If the Company purchases Shares held by a Class A Holder under Section 2.5 or 7.4 of this Agreement or Section 2.2(f) of -69- ARTICLE SIXTH of the Articles (a "Company Purchase") in the context where such Sections provide that such purchase price or redemption price be modified in accordance with this Article IX and as a result thereof such Class A Holder (together with any Class A Holder described in Section 9.2, an "Indemnitee") incurs U.S. federal income taxes in excess of the U.S. federal income taxes it would have incurred had it sold such Shares to a third party unrelated to the Company or its Affiliates at the applicable price set forth in such Section or Article (such sale to an unrelated third party, an "Unrelated Party Sale" and such excess U.S. federal income taxes, "Excess Taxes"), the Company shall indemnify and hold harmless such Indemnitee on an after-tax basis from and against such Excess Taxes. For purposes of the preceding sentence, the taxes that would have been incurred in an Unrelated Party Sale shall be net of any refund of Taxes that would have been obtained had withholding under Section 1445 of the Code (or any successor provision) applied to such Unrelated Party Sale. If Excess Taxes are imposed through withholding at the source, the Company shall pay, in connection with the applicable Company Purchase, such additional amounts as may be necessary such that after deduction or withholding of all such Excess Taxes (including taxes imposed on such additional amounts), the Indemnitee receives the amount it would have received had no such Excess Taxes been imposed. The Company shall promptly furnish to the applicable Indemnitee an appropriate receipt for the payment of any taxes imposed through withholding. Section 9.2. Indemnification for Supplementary Payments. If the Company makes a Supplementary Payment to a Class A Holder in respect of Shares disposed of pursuant to Section 7.4(d) of this Agreement and as a result thereof such Class A Holder incurs taxes in connection with the transaction contemplated in such Section 7.4(d) in excess of the taxes it would have incurred had such Class A Holder sold such Shares in an Unrelated Party Sale for the Formula Price in the case of a transaction contemplated by Section 7.4 (such excess taxes, "Section 9.2 Excess Taxes"), the Company shall indemnify and hold harmless such Class A Holder on an after-tax basis from and against such Section 9.2 Excess Taxes. For purposes of the preceding sentence, the taxes that would have been incurred in an Unrelated Party Sale at the Formula Price shall be net of any refund of taxes that would have been obtained had withholding under Section 1445 of the Code (or any successor provision) applied to such Unrelated Party Sale. Section 9.3. Rebate of Indemnity. Within nine months after the end of each of the five consecutive taxable years of an Indemnitee starting with the taxable year in which the Company has paid any amounts pursuant to Sections 9.1 or 9.2 in respect of such Indemnitee (a "Company Tax Payment"), such Indemnitee shall determine whether it is in a better after-tax economic position as a result of such Company Tax Payment than it would have been in had such Indemnitee (a) in the case of a Company Tax Payment pursuant to Section 9.1, sold the Shares purchased by the Company in an Unrelated Party Sale or (b) in the case of a Company Tax Payment pursuant to Section 9.2, sold the Shares disposed of pursuant to Section 7.4(d) of this Agreement in an Unrelated Party Sale at the Formula Price (the amount of such difference in after-tax economic positions under the preceding clauses (a) or (b), a "Windfall Benefit"). The applicable Indemnitee shall promptly thereafter pay to the Company all or a portion of such Windfall Benefit so that, after taking into account all prior such payments and the tax -70- consequences of making all such payments, such Indemnitee is in the same after-tax economic position that it would have been in had it (a) in the case of a Company Tax Payment pursuant to Section 9.1, sold the Shares purchased by the Company in an Unrelated Party Sale or (b) in the case of a Company Tax Payment pursuant to Section 9.2, sold the Shares disposed of pursuant to Section 7.4(d) of this Agreement in an Unrelated Party Sale at the Formula Price. In the case of a Windfall Benefit relating to an increase in the tax basis in shares of Class A Stock of an Indemnitee attributable to a Company Tax Payment (such Windfall Benefit, a "Basis Windfall"), the preceding sentence shall be applied without regard to the five year time limitation contained in the first sentence of this paragraph, provided, however, that no Indemnitee shall be required after the five year limit contained in the first sentence of this paragraph to pay any amount to the Company on account of such Basis Windfall unless the Company notifies such Indemnitee in writing of the existence of such Basis Windfall within three months after the date such Indemnitee disposes of Shares in a transaction in which such Basis Windfall results in a savings of U.S. taxes. In no event shall the amount payable by any Indemnitee to the Company under this paragraph exceed the amount of the Company Tax Payment. If any applicable Indemnitee subsequently determines (within five years after the end of the taxable year of the Company in which the Indemnitee has paid a Windfall Benefit to the Company) that the amount of such Windfall Benefit has been reduced because of an audit adjustment, disallowance of tax credits, a carryback or carryforward of losses or credits or for any other reason, the Company shall promptly after notification thereof make a reconciling payment to such Indemnitee in an amount necessary so that such Indemnitee is in the same after-tax economic position, after taking into account the tax consequences of such reconciling payment, that such Indemnitee would have been in had it (a) in the case of a Company Tax Payment pursuant to Section 9.1, sold the Shares purchased by the Company in an Unrelated Party Sale or (b) in the case of a Company Tax Payment pursuant to Section 9.2, sold the Shares disposed of pursuant to Section 7.4(d) of this Agreement in an Unrelated Party Sale at the Formula Price. Section 9.4. Exclusions from Indemnity. Notwithstanding Sections 9.1 and 9.2, the Company shall not be required to indemnify an Indemnitee under this Agreement for any portion of Excess Taxes or Section 9.2 Excess Taxes to the extent that such portion would not be imposed on such Indemnitee but for one or more of the following events: (a) the failure of such Indemnitee to qualify for the benefits of the applicable income tax treaty between the United States and the country of the Indemnitee's residence; (b) the failure of such Indemnitee to supply the Company with any form or other similar document that it is entitled to supply and that is required to obtain or claim available benefits of an applicable income tax treaty or relief that may be provided under the Code with respect to Excess Taxes or Section 9.2 Excess Taxes, provided, that this Section 9.4(b) shall not apply unless the Company requests from such Indemnitee such form or -71- similar document in writing within a reasonable period of time before the relevant Company Purchase or Supplementary Payment takes place; (c) the imposition of Excess Taxes or Section 9.2 Excess Taxes on a transferee or assignee of an original Class A Holder's Shares, but only to the extent the amount of Excess Taxes or Section 9.2 Excess Taxes required to be paid by the Company exceeds the amount of Excess Taxes or Section 9.2 Excess Taxes that would have been required to be paid by the Company absent any transfer of such original Class A Holder's Shares, provided, that this Section 9.4(c) shall not apply if the transferee or assignee is a Qualified Subsidiary and has held such Shares for at least six months prior to the date such Qualified Subsidiary first undertook those discussions or negotiations that resulted in the Company's right to purchase such Shares pursuant to Section 2.5, has held such Shares prior to the date that the FCC has requested that the Company reduce its foreign ownership pursuant to Section 310 in the case of a transaction under Section 7.4; (d) penalties arising solely from actions taken by such Indemnitee in connection with unrelated transactions; and (e) the Excess Taxes or Section 9.2 Excess Taxes are imposed on the Company Purchase or Supplementary Payment solely because such Indemnitee conducts unrelated activities in the United States sufficient to cause such Indemnitee to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes and such Indemnitee's income or gain from the Company Purchase or Supplementary Payment to be treated as effectively connected with that U.S. trade or business. Section 9.5. Consequences of Assignment. If the Company assigns to a third party its rights hereunder to effect a Company Purchase, the Company shall remain liable (and such third party shall not be liable) under the provisions of this Article with respect to the purchase or Supplementary Payment by the third party (taking into account the actual tax effect to the Indemnitee of such third party purchase or Supplementary Payment in determining the taxes incurred in excess of the taxes the Indemnitee would have incurred had the shares been sold in an Unrelated Party Sale), and the "Excess Taxes" and Section 9.2 Excess Taxes in such determination shall be computed by taking into account not only U.S. taxes but also any taxes imposed by any other jurisdiction to the extent such taxes would not have been imposed absent such an assignment. Section 9.6. Verification. The chief tax officer of any party hereto making or seeking a payment pursuant to this Article IX shall furnish to the other applicable party hereto a written -72- statement describing in reasonable detail the taxes which are the subject of such payment and the computation of the amount so payable. In case of any dispute among the applicable parties hereto regarding the amount of any payment under this Article IX, the applicable parties shall negotiate in good faith to resolve such dispute. Notwithstanding Section 11.5(b) of this Agreement, if such dispute cannot be resolved by the parties hereto, then such dispute shall be referred to an independent accounting firm of international standing reasonably acceptable to the parties hereto in question. The decision of such accounting firm shall be conclusive absent manifest error. The cost of employing such accounting firm shall be borne in equal parts by the parties to such dispute. Section 9.7. Contest Rights. (a) Each Indemnitee shall exert its best efforts to inform the Company, either orally or in writing, of any requests received by such Indemnitee for information from, or potential claims by, the U.S. Internal Revenue Service regarding the U.S. taxation of a Company Purchase or Supplementary Payment. (b) If the Company provides an Indemnitee with a written statement regarding the manner in which the Company shall characterize a Company Purchase or Supplementary Payment for U.S. Federal income tax purposes, such Indemnitee shall thereafter treat such Company Purchase or Supplementary Payment for U.S. Federal income tax purposes in a manner consistent with such characterization by the Company, provided that such Indemnitee shall have no such obligation of consistent characterization if such Indemnitee receives an opinion from U.S. tax counsel of national standing to the effect that such characterization by the Indemnitee lacks substantial authority. (c) If an Indemnitee receives written notice from the U.S. Internal Revenue Service (including, without limitation, in a preliminary or "30-day" letter) that such Indemnitee is liable for Excess Taxes or Section 9.2 Excess Taxes, such Indemnitee shall promptly notify the Company in writing of such fact and shall permit the Company to assume control over the handling, disposition and settlement of the Excess Taxes issue or Section 9.2 Excess Taxes issue at the examination, administrative and judicial levels in the U.S. Such Indemnitee shall be entitled to participate in all meetings with the U.S. Internal Revenue Service relating to the Excess Taxes issue or Section 9.2 Excess Taxes issue and to review and consult on all submissions to the U.S. Internal Revenue Service or any court with respect to the Excess Taxes issue or Section 9.2 Excess Taxes issue. Such Indemnitee shall cooperate with the Company, as reasonably requested, in connection with any such examination or administrative or judicial proceedings, including, without limitation, by way of signing and filing protests, petitions, notices of appeal and court pleadings and executing powers of attorney to enable the Company to represent the interests of the Indemnitee in, and to assume control over, relevant examinations or proceedings insofar as they relate to Excess Taxes or Section 9.2 Excess Taxes; provided, however, that expenses incurred by such Indemnitee in connection with actions taken at the request of the Company shall be reimbursed to such Indemnitee by the Company on an after-tax basis. The Company shall be entitled to employ counsel of its choice in connection with any of the matters described in this Article and shall bear all expenses associated with the employment -73- of such counsel. The provisions of this paragraph shall also apply to a claim for refund of Excess Taxes or Section 9.2 Excess Taxes paid or withheld. Notwithstanding the foregoing provisions of this Section 9.7(c), if the Company assumes control over an Excess Taxes issue or Section 9.2 Excess Taxes issue at the examination, administrative or judicial levels, the Company shall not be entitled to settle or compromise any such claim except upon the written consent of the applicable Indemnitee. If an applicable Indemnitee fails to grant such consent, the Company shall not be required to pay any amounts in excess of the amount it would have paid had such Indemnitee consented to such settlement or compromise, and such Indemnitee shall bear any further cost or expense of contesting such Excess Taxes issue or Section 9.2 Excess Taxes issue. ARTICLE X U.S. REAL PROPERTY TAX MATTERS Section 10.1. Notification. The Company shall notify each Class A Holder whenever a FIRPTA Determination shall be required under the applicable rules of the Code and regulations thereunder. Such notification shall, to the extent practical, be made sufficiently far in advance of any date on which the actions described in Section 10.3 will be necessary so as to allow for reasonable time for the performance of the legal, accounting and valuation analyses described in this Article X. Section 10.2. Control of FIRPTA Determination. If one or more Class A Holders notify the Company that they desire to control a FIRPTA Determination (each a "Notifying Class A Holder"): (a) the Company shall cooperate fully with such Notifying Class A Holders and their legal, accounting and valuation advisors with respect to such FIRPTA Determination. Such cooperation shall include making available information and knowledgeable personnel as reasonably requested as well as making reasonable representations necessary for such advisors to render their opinions and judgments described in this Article X, to the extent that the Company may make such representations in its good faith judgment. The Company shall not, however, be obligated to make any representations as to the fair market value of assets; and (b) the Company shall for purposes of such FIRPTA Determination classify as non-real property each of the assets identified as non-real property on Exhibit D to the 1996 Stockholders' Agreement, provided that there has been no change in law, official interpretation or guidance (a "Change in Law") with respect to such classification occurring after the date hereof. The Company and the Notifying Class A Holders shall endeavor to agree as to the classification of any assets not described as non-real property on Exhibit D to the 1996 Stockholders' Agreement (and as to any assets so described but as to which there has been a Change in Law) but, in the absence of such agreement, the -74- Company shall accept the reasonable opinion (containing analysis, if appropriate) of nationally recognized accountants or tax counsel chosen by such Notifying Class A Holders as to whether it is reasonable to assert that a given asset should or should not be considered to constitute real property for purposes of such FIRPTA Determination. Section 10.3. Issuance of Certification; Related Matters. In connection with any FIRPTA Determination referred to in Section 10.2, the Company shall, upon the presentation by the Notifying Class A Holders of a reasonable opinion (containing analysis, if appropriate) of nationally recognized accountants or tax counsel to the effect that it is reasonable to assert that the Company is not, and has not at any time during the preceding five years (or shorter period during which any such Notifying Class A Holders held Shares) been, a U.S. real property holding corporation as defined under the Code and the regulations thereunder and as tested on the determination dates described in U.S. Treasury Regulation (S) 1.897-2(c) (or any successor provision): (a) in the case of a disposition by a Notifying Class A Holder of Shares to a third party (related or unrelated), issue the statement described in U.S. Treasury Regulation (S) 1.897-2 (or any successor provision) indicating that the Shares do not constitute a U.S. real property interest (as defined in the Code and the regulations thereunder) and timely provide appropriate notice to the U.S. Internal Revenue Service; and (b) in the case of any redemption or exchange (including a deemed exchange) by the Company of Shares held by any such Notifying Class A Holders, comply with all requirements described in this Article X and refrain from withholding any U.S. tax from the proceeds of such redemption or exchange pursuant to Section 1445 of the Code (or any successor provision). In rendering any opinion described in this Section 10.3, the accountants or tax counsel for the Notifying Class A Holders shall be entitled to rely in their discretion upon advice of nationally recognized valuation experts as they deem appropriate and upon information and representations provided by the Company pursuant to this Article X. Section 10.4. Advisory Costs. The Company shall pay 50% of all reasonable costs of legal, accounting and valuation services incurred by any Notifying Class A Holder in connection with any FIRPTA Determination. Section 10.5. Indemnity. Each Notifying Class A Holder with respect to any FIRPTA Determination shall severally, but not jointly, reimburse the Company on an after-tax basis for (a) any tax under Section 897 of the Code or any successor provision (a "FIRPTA Tax") of such Notifying Class A Holder that the U.S. Internal Revenue Service collects from the Company, including any applicable interest and penalties imposed with respect to such FIRPTA Tax, and (b) any FIRPTA Tax (including applicable interest and penalties) of the third party described in -75- Section 10.3(a) collected from or imposed on the Company, or any penalties or interest imposed directly on the Company, with respect to such Notifying Class A Holder, but in the case of clause (b) of this Section 10.5, such reimbursement obligation shall apply only to taxes, interest and penalties arising as a result of the Company's taking any action under Section 10.2(b) or Section 10.3 hereof with respect to such Notifying Class A Holder based upon the opinion provided by such Notifying Class A Holder pursuant to Section 10.2 or 10.3. Section 10.6. Contest Rights. (a) The Company shall exert its best efforts to inform each Class A Holder, either orally or in writing, of any requests received by the Company for information from, or potential claims by, the U.S. Internal Revenue Service regarding any matter that could result in liability to any Class A Holder under Section 10.5 hereof. (b) If the Company receives written notice from the U.S. Internal Revenue Service (including, without limitation, in a preliminary or "30-day" letter) regarding any item for which any Class A Holder may be liable under Section 10.5 hereof, the Company shall promptly notify such Class A Holder in writing of such fact and shall permit the Class A Holders so notified to assume control over the handling, disposition and settlement of any such matter at the examination, administrative and judicial levels. The Company shall be entitled to participate in all meetings with the U.S. Internal Revenue Service relating to such issue and to review and consult on all submissions to the U.S. Internal Revenue Service or any court with respect to any such issue. The Company shall cooperate with such Class A Holders, as reasonably requested, in connection with any such examination or administrative or judicial proceedings, including, without limitation, by way of signing and filing protests, petitions, notices of appeal and court pleadings and executing powers of attorney to enable such Class A Holders to represent the interests of the Company in, and to assume control over, relevant examinations or proceedings insofar as they relate to the issues described in this Article; provided, however, that expenses incurred by the Company in connection with actions taken at the request of the Class A Holders shall be reimbursed to the Company by such Class A Holders on an after-tax basis. The Class A Holders shall be entitled to employ counsel of their choice in connection with any of the matters described in this Article X and shall bear all expenses associated with the employment of such counsel. The provisions of this paragraph shall also apply to any claim for a refund of taxes paid or withheld in connection with the matters described in this Article X. Notwithstanding the foregoing provisions of this Section 10.6(b), if any Class A Holders assume control over any issue concerning the liability of the Company described in this Article at the examination, administrative or judicial levels, such Class A Holders shall not be entitled to settle or compromise any such claim except upon the written consent of the Company. If the Company fails to grant such consent, such Class A Holders shall not be required to pay any amounts pursuant to Section 10.5 in excess of the amounts they would have paid had the Company consented to such settlement or compromise, and the Company shall bear any further cost or expense of contesting any such issue. -76- ARTICLE XI MISCELLANEOUS ------------- Section 11.1. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Group Executive Vice President Resources Tel: (33-1) 44-44-84-72 Fax: (33-1) 44-44-01-51 with a copy to: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: General Counsel Tel: (33-1) 44-44-84-76 Fax: (33-1) 44-12-40-35 and with a copy to: Shearman & Sterling 599 Lexington Avenue New York, New York 10022 U.S.A. Attn: Alfred J. Ross, Jr., Esq. Tel: (212) 848-4000 Fax: (212) 848-8434 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Tel: 49-228-181-9000 Fax: 49-228-181-8970 Attn: Chief Executive Officer -77- with a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 U.S.A. Attn: Robert P. Davis, Esq. Tel: (212) 225-2000 Fax: (212) 225-3999 Sprint: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The parties to this Agreement shall promptly notify each other in the manner provided in this Section 11.1 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 11.2. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the parties hereto. No failure or delay of any party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 11.3. No Partnership. This Agreement is not intended, nor should anything herein be construed, to create the relationship of partners, joint venturers, principal and agent, or other fiduciary relationship among the Class A Holders and the Company. Except as expressly set forth herein, none of the Class A Holders will have any authority to represent or to bind the -78- other Class A Holder or Holders or the Company in any manner whatsoever, and each Class A Holder will be solely responsible and liable for its own acts. Section 11.4. Binding Agreement; Assignment; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Except as set forth herein and by operation of law, no party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of each other party to this Agreement. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. Section 11.5. GOVERNING LAW; DISPUTE RESOLUTION; EQUITABLE RELIEF. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EXCEPT AS PROVIDED IN ARTICLE IX HEREOF, EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING BY IT AGAINST ANY OF THE OTHER PARTIES WITH RESPECT TO ITS RIGHTS, OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, AND EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO -79- DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 11.1. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (c) EACH PARTY HERETO AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES HERETO FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES HERETO MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY HERETO AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 11.6. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each party hereto waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, to the extent permitted by applicable Law it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. -80- Section 11.7. Translation. The parties hereto have negotiated this Agreement in the English language, and have prepared successive drafts and the definitive texts of this Agreement in the English language. For purposes of complying with the loi n 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The parties deem the French and English versions of this Agreement to be equally authoritative. Section 11.8. Table of Contents; Headings; Counterparts. The table of contents and the headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 11.9. Entire Agreement. This Agreement and the Other Investment Documents embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, provided that this provision shall not abrogate (a) any other written agreement between the parties hereto, executed simultaneously with this Agreement, or (b) the understanding set forth in Item 1 of Schedule 2 to that certain memorandum dated June 22, 1995 among the Company, FT and DT. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, except as so provided in the preceding sentence. Section 11.10. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court described in Section 11.5, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. (P) 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 11.11. Acquisitions by FT and DT of Stock from Third Parties. Except as provided by Section 5.7, nothing in this Agreement shall prohibit FT or DT from acquiring shares of Sprint PCS Common Stock or Sprint FON Common Stock from third parties other than -81- the Company; provided, however, that such purchases may be made only if permitted by the Amended and Restated Standstill Agreement. Section 11.12. Effect of Conversion. (a) If all of the shares of Class A Stock shall have been converted into Non-Class A Common Stock, pursuant to Section 8.5 of ARTICLE SIXTH of the Articles, each share of Class A Stock to have been issued by the Company thereafter pursuant to this Agreement shall (i) in the case of Class A Common Stock, instead be issued as one duly issued, fully paid and nonassessable share of Sprint FON Common Stock, (ii) in the case of Series 3 FON Stock, instead be issued as one duly issued, fully paid and nonassessable share of Series 1 FON Stock, and (iii) in the case of Series 3 PCS Stock, instead be issued as one duly issued, fully paid and nonassessable share of Series 1 PCS Stock. (b) If all of the shares of Class A Stock held by a Qualified Stock Purchaser shall have been converted into Non-Class A Common Stock, pursuant to Section 8.5 of ARTICLE SIXTH of the Articles, each share of Class A Stock to have been issued by the Company to such Qualified Stock Purchaser pursuant to this Agreement shall (i) in the case of Class A Common Stock, instead be issued as one duly issued, fully paid and nonassessable share of Sprint FON Common Stock, (ii) in the case of Series 3 FON Stock, instead be issued as one duly issued, fully paid and nonassessable shares of Series 1 FON Stock, and (iii) in the case of Series 3 PCS Stock, instead be issued as one duly issued, fully paid and nonassessable shares of Series 1 PCS Stock. Section 11.13. Continuing Director Approval. Where Continuing Director approval is otherwise explicitly required under this Agreement with respect to a transaction or determination on the part of the Company, such approval shall not be required if (a) the Fair Price Provisions have been deleted in their entirety, (b) the Fair Price Provisions have been modified so as explicitly not to apply to any Class A Holder, or they have been modified in a manner reasonably satisfactory to FT and DT so as explicitly not to apply to any transactions with any Class A Holder contemplated by this Agreement or by the Other Investment Documents or the Articles, (c) the transaction in question is not a "Business Combination" within the meaning of the Fair Price Provisions, or (d) the Class A Holder that is a party to the transaction, along with its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and Associates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982), is not an "Interested Stockholder" or an "Affiliate" of an "Interested Stockholder" within the meaning of the Fair Price Provisions. Where this Agreement provides that Continuing Director approval is explicitly required to undertake a transaction or make a determination on the part of the Company, the Company shall not undertake such transaction or make such determination unless it first delivers a certificate, signed by a duly authorized officer of the Company, to each of FT and DT, certifying that such approval either has been obtained or is not required as set forth in the preceding sentence, and FT and DT shall be entitled to rely on such certificate. -82- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. SPRINT CORPORATION By: _________________________ Name: Title: FRANCE TELECOM S.A. By:__________________________ Name: Title: DEUTSCHE TELEKOM AG By: _________________________ Name: Title: -83- Schedule A Associates of FT All members of the FT Board of Directors, except for any such members appointed by either the Government of France or any union or employee group or any such members representing FT's publicly traded shares. Executive Officers: Chief Executive Officer Members of the Executive Committee: Large Business Division Development Division Finance Division Network Division Residential and Small Business Division Other Officers: General Secretary Director of Human Resources Director of Public Affairs Director of Corporate Communications Schedule B Associates of DT* The term "Associate," as used with respect to DT, shall mean any person occupying any of the positions below: A. Management Board Members 1. Chairman of the Management Board 2. Management Board Member, Business Customers 3. Management Board Member, International 4. Management Board Member, Networks 5. Management Board Member, Finance & Auditing B. General Managers and Others 1. Corporate Policy, Corporate Strategy, Auditing 2. International Mergers & Acquisitions 3. Global Relationships 4. International Networks 5. International Finance/Mergers & Acquisitions - -------- * In the event of a reorganization of DT, this listing shall be deemed to be revised to include any successor position that includes or otherwise incorporates duties and responsibilities substantially similar in nature and scope as the duties and responsibilities of the positions listed herein. If DT creates the position of General Counsel having functions and responsibilities comparable to the typical functions and responsibilities of a General Counsel of a U.S. public company, such General Counsel position shall become part of the foregoing list of positions of DT Associates. EXHIBIT A TO THE STOCKHOLDERS' AGREEMENT [SUBORDINATED] PROMISSORY NOTE ------------------------------ New York, New York U.S. $____________ _____________, 19__ FOR VALUE RECEIVED, [CLASS A HOLDER], a _______________ [corporation] [partnership] ("Maker"), promises to pay to SPRINT CORPORATION, a ________________ corporation ("Sprint"), or its registered assigns (Sprint and its registered assigns being referred to herein as "Payee"), at __________________________________, or at such other place as Payee may from time to time designate in writing, the principal sum of _____________ United States Dollars (U.S. $___________), together with interest on the principal balance hereof at the rate hereinafter provided, in accordance with the terms and conditions hereof. 1. Interest. Subject to Section 4 below, commencing on the date hereof and continuing until repayment of the sums due hereunder in full, the principal amount due hereunder shall bear interest at a rate equal to [interest rate to be determined in accordance with the Stockholders' Agreement] per annum and shall be payable quarterly in arrears on the first day of each calendar quarter commencing on ___________, 19__, and on the maturity of this Note (whether by acceleration or otherwise). Interest payable on the principal balance of this Note shall be computed on the basis of a 360-day year for the actual number of days elapsed. 2. Maturity. Unless sooner accelerated in accordance with the terms of this Note, the entire principal amount due hereunder, together with all accrued but unpaid interest thereon, shall be due and payable in full on [maturity date or dates to be determined in accordance with Section 5.6 of the Stockholders' Agreement]. 3. Optional Prepayment. [The following provision may be included at the option of Maker: So long as there exists no Event of Default (as hereinafter defined) or condition that with notice, lapse of time, or both would constitute an Event of Default, Maker may at its option prepay the outstanding principal balance of this Note in whole, together with all accrued but unpaid interest thereon, by providing prior written notice of such payment to Payee not less than thirty (30) nor more than ninety (90) days' prior to the date fixed for such prepayment.] 4. Default Rate. From and after an occurrence of an Event of Default and during the continuance thereof, the principal balance due hereunder shall bear interest at a rate per annum equal to two percent (2%) per annum in excess of the rate of interest otherwise set out herein, subject to Section 5 below. Default interest shall be due and payable by Maker upon demand of Payee. 5. Maximum Lawful Rate. This Note is hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Payee for the use, forbearance or detention of money exceed the highest lawful rate permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof, at the time performance of such provision occurs, shall involve payment of interest in excess of that authorized by law, the obligation to be fulfilled shall be reduced to the limit so authorized by law, and if, from any circumstances, Payee shall ever receive as interest an amount which would exceed the highest lawful rate applicable to Maker, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance hereof and not to the payment of interest. 6. Method of Making Payments; Renewal of Obligations. All payments with respect to principal and interest hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as Payee shall designate in writing to Maker. Maker hereby expressly agrees that to the extent that Maker makes a payment or payments on this Note and such payment or payments, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or national law, common law or equitable cause, then to the extent of such payment or repayment, the indebtedness evidenced hereby which is intended to be satisfied by such payment or payments shall be revived and continued in full force and effect as if said payment or payments had not been made. 7. Events of Default. The occurrence of any one or more of the following conditions or events shall constitute an "Event of Default": a. Failure to Pay. Maker fails to pay any payment of principal or interest when due and payable or declared due and payable in accordance with the terms of this Note and such failure shall continue for three (3) Business Days; b. Bankruptcy. (i) Maker [or either of Maker or FT if Maker is a Qualified Subsidiary of FT; or either of Maker or DT if Maker is a Qualified Subsidiary of DT; or any of Maker, FT and DT if Maker is a Qualified Subsidiary of both FT and DT] shall commence proceedings seeking either its own bankruptcy or to be granted a suspension of payments or any other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect; (ii) any proceeding such as described in clause (i) of this subsection 7(b) is commenced or applied to be commenced against Maker [or either of Maker or FT if Maker is a Qualified Subsidiary of FT; or either of Maker or DT if Maker is a Qualified Subsidiary of DT; or any of Maker, FT and DT if Maker is a Qualified Subsidiary of both FT and DT], which proceeding remains undismissed for a period of sixty (60) days or is dismissed on the ground of lack of funds sufficient to cover the costs of such proceedings; (iii) a custodian, trustee, administrator or similar official is appointed under any applicable law described in clause (i) of this subsection 7(b) with respect to Maker [or either of Maker or FT if Maker is a Qualified Subsidiary of FT; or either of Maker or DT if Maker is a Qualified Subsidiary of DT or Maker; or any of Maker, FT and DT if Maker is a Qualified Subsidiary of both FT and DT], or such custodian, trustee, administrator or similar official takes charge of all or any substantial part of the property of Maker [or either of Maker or FT if Maker is a Qualified Subsidiary of FT; or either of Maker or DT if Maker is a Qualified Subsidiary of DT; or any of Maker, FT and DT if Maker is a Qualified Subsidiary of both FT and DT]; (iv) an adjudication is made that Maker [or either of Maker or FT if Maker is a Qualified Subsidiary of FT; or either of Maker or DT if Maker is a Qualified Subsidiary of DT; or any of Maker, FT and DT if Maker is a Qualified subsidiary of both FT and DT] is insolvent or bankrupt; (v) any order of relief or other order is entered approving any case or proceeding such as is described in clause (ii) of this subsection 7(b); (vi) Maker [or either of Maker or FT if Maker is a Qualified Subsidiary of FT; or either of Maker or DT if Maker is a Qualified Subsidiary of DT; or any of Maker, FT and DT if Maker is a Qualified Subsidiary of both FT and DT] makes a general assignment for the benefit of its creditors; or (vii) Maker [or either of Maker or FT if Maker is a Qualified Subsidiary of FT; or either of Maker or DT if Maker is a Qualified Subsidiary of DT; or any of Maker, FT and DT if Maker is a Qualified Subsidiary of both FT and DT] takes any corporate or similar action for the purpose of effecting any of the actions, orders or events described in the foregoing clauses of this subsection 7(b); or c. Repudiation of Guaranty. [This clause to be included only if Maker is a Qualified Subsidiary of FT and/or DT: The Guaranty (as hereinafter defined) shall cease to be in full force and effect or the validity or enforceability thereof is disaffirmed or repudiated by or on behalf of [FT or DT], or at any time it is or becomes unlawful for [FT or DT] to perform or comply with its obligations under the Guaranty, or the obligations of [FT or DT] under the Guaranty are not or cease to be legal, valid and binding on [FT or DT].] 8. Remedies. Upon the occurrence of an Event of Default, at the option of Payee, all amounts payable by Maker to Payee under the terms of the Note shall immediately become due and payable by Maker to Payee and Payee shall have all the rights, powers and remedies available under the terms of this Note, by agreement, under applicable law or otherwise. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 7(b) above, the amounts hereunder shall become automatically due and payable without presentment, protest or demand of any kind. 9. Certain Withholding Obligations. Payee agrees that it will provide any applicable statements or forms required to be furnished under an applicable [residence of Maker] income tax treaty or the tax laws of [residence of Maker] in order to obtain any reduction in or exemption from [residence of Maker] tax on interest paid under this Note. Maker agrees that it will timely file any forms (with appropriate attachments) required to be filed with [identify the appropriate tax authority] reporting any payment of interest under this Note. All payments of interest under this Note will be subject to the withholding of any applicable [identify country of which Maker is resident] income tax. 10. Representations and Warranties of Maker. Maker represents and warrants to Payee that: a. Existence of Maker as a [Corporation] [Partnership]. [This representation will be adjusted depending on the form of the entity that issues the Note.] [Maker is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power and authority to execute and deliver this Note and to perform its obligations hereunder.] [Maker is duly formed and in good standing under the laws of its jurisdiction of formation and has full partnership power and authority to execute and deliver this Note and to perform its obligations hereunder.] [This paragraph to be used if FT is the Maker of the Note: FT is an exploitant public validly existing under the laws of the Republic of France, and has all requisite power and authority to enter into this Note.] [This paragraph to be used if DT is the Maker of the Note: DT is an Aktiengesellschaft duly formed and validly existing under the laws of the Republic of Germany, and has all requisite corporate power and authority to enter into this Note.] b. No Conflicts. The execution and delivery of this Note by Maker and the performance by Maker of its obligations hereunder do not and will not (with or without the giving of notice or the passage of time or both) (i) conflict with or result in a breach or violation of the certificate of incorporation, bylaws or other organizational documents of Maker, (ii) conflict with or result in a violation or breach of, or constitute a default under, any statute, rule or regulation or any order, judgment or decree of any court or governmental agency or body having jurisdiction over Maker or any of its properties or assets where such violation, breach or default would reasonably be expected to result in a material adverse effect on the Maker, or (iii) conflict with or result in a violation or breach of, constitute a default under, result in or give to any person any right of termination, cancellation or acceleration or modification in or with respect to, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Maker is a party or by which its assets are bound where such violation, breach, default or right of termination, cancellation, acceleration or modification would reasonably be expected to result in a material adverse effect on the Maker. c. No Consents. No consent, approval or action of, filing with or notice to, any court or governmental agency or body is required in connection with the execution, delivery and performance by Maker of this Note or the performance of its obligations hereunder. d. Authority; Binding Effect. This Note has been duly authorized, executed and delivered by Maker and constitutes the valid and binding agreement of Maker enforceable against Maker in accordance with its terms. 11. Costs of Collection. Maker agrees to pay all costs and expenses of collection, including reasonable attorneys' fees and expenses (but not including the portion of any fees determined pursuant to the Bundesegebuhrenordnung fur Rechtsanwalte vom 26. Juli 1957 (BGB1) I S. 907 (as it or any successor provision is from time to time in effect), arising in connection with any enforcement action by Payee in which it shall prevail, of any of its rights under this Note whether by or through an attorney-at-law or in an action in bankruptcy, insolvency or other judicial proceedings. 12. Waivers; Amendment. No delay or failure on the part of Payee to exercise any right or remedy accruing to Payee hereunder, upon any default or breach by Maker of any term or provision hereof, shall be held to be an abandonment thereof. No delay on the part of Payee in exercising any of its rights or remedies shall preclude Payee from the exercise thereof at any time during the continuance of any default or breach. No waiver of a single default or breach shall be deemed a waiver of any subsequent default or breach. Payee may enforce any one or more remedies hereunder successively or concurrently, at its option. All waivers under this Note must be in writing signed by the Party entitled to enforce the right waived. All amendments to this Note must be in writing and signed by both the Maker and the Payee. Maker, its successors and assigns, and all other persons liable for the payment of this Note, waive presentment for payment, demand, protest, and notice of demand, dishonor, protest and nonpayment, and consent to any and all renewals, extensions or modifications that might be made by Payee as to the time of payment of this Note from time to time. 13. Subordination. [Maker shall elect (i) to not include any subordination provisions, (ii) to include the terms and provisions relating to subordination contained in the indenture governing the subordinated debt securities of Maker which have most recently prior to the date of this Note been sold in a public offering or (iii) to include the following provision: The indebtedness evidenced by this Note is subordinate and junior in right of payment to all Senior Indebtedness (an defined below) to the extent and in accordance with the terms and provisions set forth in Exhibit A attached hereto and incorporated herein by this reference. For purposes of this Section 13, the term "Senior Indebtedness" shall mean all indebtedness of Maker, including the principal of and premium, if any, and interest (including interest accrued before and after the filing of any petition seeking reorganization, arrangement, adjustment, or composition of or in respect of Maker) on such indebtedness whether outstanding on the date of this Note or thereafter created, (i) for borrowed money, including all fees, expenses, reimbursements, indemnities and other amounts payable under any credit document or note evidencing money borrowed from banks, (ii) for money borrowed by others and guaranteed, directly or indirectly, by Maker, (iii) constituting purchase money indebtedness for the payment of which Maker is directly or contingently liable, (iv) constituting reimbursement obligations under bank letters of credit, (v) under interest rate and currency swaps, caps, floors, collars or similar agreements or arrangements intended to protect Maker against fluctuations in interest or currency rates, or (vi) under any lease of any real or personal property, whether outstanding on the date of execution of this Note or thereafter created, incurred or assumed, which obligations are capitalized on the books of Maker in accordance with generally accepted accounting principles, unless, in any such case, by the terms of the instrument creating or evidencing such indebtedness it is provided that such indebtedness is not superior in right of payment to this Note or to other indebtedness which is pari passu with, or subordinated to, this Note, and any amendments, supplements, refinancings, modifications, refundings, deferrals, renewals or extensions of any such Senior Indebtedness, or securities, notes or other evidences of indebtedness issued in exchange for such Senior Indebtedness. As used in the preceding sentence the term "purchase money indebtedness" shall mean indebtedness evidenced by a note, debenture, bond or other similar instrument (whether or not secured by any lien or other security interest) given in connection with the acquisition of any business, properties or assets of any kind acquired by Maker; provided, however, that, without limiting the generality of the foregoing, the term "purchase money indebtedness" shall not include any conditional sale contract or any account payable or any other indebtedness created or assumed by Maker in the ordinary course of business in connection with the obtaining of inventories or services (such proviso not being intended to exclude from "Senior Indebtedness" any indebtedness for borrowed money incurred by Maker under working capital lines of credit).] 14. Guaranty. [This Section to be included only if Maker is a Qualified Subsidiary of FT and/or DT: The performance by [Class A Holder] of all of its obligations hereunder shall be unconditionally guaranteed by [its parent, either FT or DT, or, as the case may be, both of FT and DT if Maker is a Qualified Subsidiary by virtue of the combined ownership in Maker of FT and DT] pursuant to a guaranty in form and substance reasonably satisfactory to Sprint (as hereafter amended, modified or supplemented, the "Guaranty").] 15. Securities Laws. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THIS NOTE IS BEING ACQUIRED BY THE PAYEE HEREOF FOR INVESTMENT ONLY AND FOR SAID PAYEE'S OWN ACCOUNT, AND NEITHER THIS NOTE NOR INTEREST HEREIN MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT TIME EXCEPT IN COMPLIANCE WITH THE ACT, ANY APPLICABLE U.S. STATE SECURITIES LAWS, ANY OTHER APPLICABLE SECURITIES LAWS AND ANY OTHER LAWS WHICH ARE APPLICABLE TO SUCH TRANSACTION AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS NOTE. NEITHER THIS NOTE NOR ANY INTEREST HEREIN WILL BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE TERMS OF THIS NOTE; AND NO PERSON SHALL BE RECOGNIZED AS HAVING ANY RIGHT HEREUNDER UNLESS SUCH PERSON HAS BECOME THE REGISTERED HOLDER HEREOF. 16. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Note, including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party hereto waives any provision of applicable law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Note is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the extent possible. 17. Notices. All notices and other communications required or permitted under this Note should be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier or seven (7) days after it has been sent by registered or certified mail, return receipt requested, addressed: (a) if to the Payee, at such address as such Payee shall have furnished to the Maker in writing, or until any such Payee so furnishes to the Maker an address, then to and at the address of the last Payee of the Note who has furnished an address to the Maker; or (b) if to the Maker [specify Maker's address], or at such other address, or to the attention of such other officer, as the Maker shall furnish to each Payee in writing. 18. Captions. The captions herein set forth are for convenience only and should not be deemed to define, limit or describe the scope or intent of this Note. 19. Successors; Assignment. The terms and provisions of this Note shall be binding upon and inure to the benefit of the successors [if FT is the Maker, include the following text: (including, without limitation, any successor of FT in a privatization)] and assigns of the Maker and the successors and registered assigns of the Payee. [If FT is the Maker, include the following sentence: In the event of a reorganization of FT pursuant to, as a result of or in connection with, a privatization, the corporation or other entity formed to continue the business activities of FT shall assume the rights and obligations of FT under this Note.] This Note may only be transferred or assigned by the Payee in accordance with the terms of this Section 19 and may not be transferred or assigned to any Person who is a Major Competitor of France Telecom ("FT") or Deutsche Telekom AG ("DT") or of the Joint Venture (as defined below). The Maker will keep at its principal office a register in which the Maker will provide for the registration of this Note and for the registration of transfers of this Note. The Maker may treat the person in whose name any Note is registered on such register as owner thereof for the purpose of receiving payment of the principal and of interest on this Note and for all other purposes, and the Maker shall not be affected by any notice to the contrary. All references in this Note to the Payee shall mean the Person in whose name this Note is at the time registered on such register. Upon surrender of this Note for registration or transfer, or for exchange, to the Maker at the address set forth above, the Maker will execute and deliver in exchange therefor, a new Note or Notes in denominations of at least U.S. $ 50 million (except one Note may be issued in a lesser principal amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, U.S. $ 50 million) as requested by the Payee or transferee, which aggregate the unpaid principal amount of such surrendered Note. Each such new Note shall be dated so there will be no loss of interest on such surrendered Note and shall otherwise be of like tenor and shall be registered in the name or names of such person as such Payee or transferee may request. In addition to the surrender of the Note being transferred or assigned to Maker, in connection with a request for the transfer or assignment of this Note or the exchange hereof for one or more additional Notes, Maker must also receive a written instrument of transfer in form satisfactory to Maker and duly executed by the registered Payee of this Note and the Payee must also have furnished to the Maker such assurances as Maker may reasonably request that the transfer is in compliance with the Act, all applicable state securities laws, any other applicable securities law and any other laws which are applicable to such transfer. Any purported transfer in violation of the foregoing provision shall be null and void and of no force and effect whatsoever. For purposes of this Section 19, the term "Major Competitor" shall mean (a) with respect to FT or DT, an entity that materially competes with a major portion of the telecommunications services business of FT or DT in Europe, or an entity that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in France or Germany, provided that FT and/or DT furnish in writing to the Payee reasonable evidence of the occurrence of such steps; and (b) with respect to the Joint Venture, an entity that materially competes with a major portion of the telecommunications services business of the Joint Venture, or an entity that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future, provided that the party so concluding furnishes in writing to the Payee reasonable evidence of the occurrence of such steps. For purposes of this Section 19, the term "Joint Venture" shall mean the venture formed pursuant to the Joint Venture Agreement dated as of June 22, 1995, as amended, among Sprint Corporation, Sprint Global Venture Inc., FT and DT. 20. Governing Law; Submission to Jurisdiction. a. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). b. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS NOTE, MAKER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. MAKER, AND THE PAYEE BY THE ACCEPTANCE OF THIS NOTE, EACH IRREVOCABLY WAIVES TRIAL BY JURY, AND MAKER HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. c. MAKER HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM AS ITS DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR AND ON BEHALF OF MAKER, SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE OR ANY DOCUMENT RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH LOCAL AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO MAKER, BUT THE FAILURE OF MAKER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. MAKER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO MAKER, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. d. NOTHING HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST MAKER IN ANY OTHER JURISDICTION. 21. Computation of Time. Whenever the last day for the exercise of any privilege or the discharge of any duty under this Note shall fall on a day other than a Business Day, (as defined below), the party having such privilege or duty shall have until 5:00 p.m. (New York time) on the next succeeding Business Day to exercise such privilege or to discharge such duty. For purposes of this Note, the term "Business Day" shall mean any day other than a day which is a Saturday or Sunday or other day on which commercial banks in the City of New York, Paris, France or Frankfurt am Main, Germany are authorized or required to remain closed. 22. Language. [Include the following Section if (i) loi n 94-665 du 4 aout 1994 relative a l'emploi de 1a langue francaise or another similar law is in effect in the Republic of France and (ii) the Maker is FT or a Qualified Subsidiary of FT: The parties have negotiated this Note in the English language, and have prepared successive drafts and the definitive texts of this Note in the English language. For purposes of complying with loi n 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the Parties have prepared a French version of this Note, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The parties hereto deem the French and English versions of this Note to be equally authoritative.] [Otherwise, include the following: This Note has been concluded in the English language and the original English version will govern in the event of any inconsistency between such version and any translation thereof.] 23. Waiver of Immunity. [This Section to be included only if FT, DT or a Qualified Subsidiary of FT or DT is the Maker, or if a Qualified Stock Purchaser that is a governmental agency or instrumentality is the Maker: Maker agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from setoff or counterclaim relating to this Note from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award or from any other legal process in any jurisdiction, it, for itself and its property, expressly, irrevocably and unconditionally waives, and agrees not to plead or claim any such immunity with respect to such matters arising with respect to this Note or the subject matter hereof (including any obligation for the payment of money). Maker agrees that the foregoing waiver is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against Maker, FT and DT or any of their Affiliates with respect to this Note.] 24. Judgment Currency. a. Maker's obligations hereunder to make payments in U.S. Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than U.S. Dollars, except to the extent that such tender or recovery actually results in the effective receipt by the Payee of the full amount of the U.S. Dollars expressed to be payable to the Payee hereunder. If for the purpose of obtaining or enforcing judgment against Maker in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than U.S. Dollars (such other currency being hereinafter referred to as the "Judgment Currency") an amount due in U.S. Dollars, the conversion shall be made, and the currency equivalent determined, in each case, as on the day immediately preceding the day on which the judgment is given (such being hereafter referred to as the "Judgment Currency Conversion Date"). b. If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, Maker covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange quoted by a reputable independent financial institution chosen by the Payee at its prevailing rate for such currency exchange on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. c. For purposes of determining the currency equivalent for this Section, such amounts shall include any premium and costs payable in connection with the purchase of U.S. Dollars. IN WITNESS WHEREOF, Maker has caused this Note to be executed by its duly authorized officers under its corporate seal as of the date first above written. [CLASS A HOLDER] By:_________________________ Name:____________________ Title:___________________ [CORPORATE SEAL] ATTEST: ___________________________ Name:______________________ Title:_____________________ EXHIBIT A FORM OF SUBORDINATION PROVISIONS Subordination. (a) The indebtedness ("Subordinated Indebtedness") evidenced by this Note is subordinate and junior in right of payment to all Senior Indebtedness to the extent and in the manner provided herein. (b) Senior Indebtedness. The Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. (c) Subordination Upon Event of Default on Senior Indebtedness. Upon the happening of an event of default with respect to any Senior Indebtedness, as defined in the instrument under which the same is outstanding, which occurs at the maturity thereof or which automatically accelerates or permits the holders thereof to accelerate the maturity thereof, then, unless and until such event of default shall have been remedied or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by setoff or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest on any Subordinated Indebtedness, or as a sinking fund for the Subordinated Indebtedness, or in respect of any redemption, retirement, purchase or other acquisition of any of the Subordinated Indebtedness. (d) Subordination in the Event of Insolvency. etc. (i) In the event of: (A) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to Maker, its creditors as such or its property; (B) any proceeding for the liquidation, dissolution or other winding-up of Maker, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; (C) any assignment by Maker for the benefit of creditors; or (D) any other marshalling of the assets of Maker, all Senior Indebtedness (including any interest thereon accruing at the legal rate after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any Subordinated Indebtedness on account of any Subordinated Indebtedness. Any payment or distribution, whether in cash, securities or other property, which would otherwise (but for these subordination provisions) be payable or deliverable in respect of this Subordinated Indebtedness shall be paid or delivered directly to the holders of Senior Indebtedness (or to a banking institution selected by the court or designated by the holders of Senior Indebtedness) in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing at the legal rate after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings) shall have been paid in full. (ii) If the holder of any Subordinated Indebtedness does not file a proper claim, proof of debt, amendment of proof of debt, petition or other document as shall be necessary in order to have such Subordinated Indebtedness allowed in any proceeding referred to in clause (i) of this subdivision (d) and in the form required in any such proceeding prior to 30 days before the expiration of the time to file such claim, proof of debt, amendment of proof of debt, petition or other document, then each holder of Senior Indebtedness is hereby irrevocably granted the right (but not the obligation) to file, and is hereby authorized to file, an appropriate claim, proof of debt, amendment of proof of debt, petition or other document for and on behalf of such Subordinated Indebtedness. (e) Subordination Upon Event of Default on Subordinated Indebtedness. In the event that any Subordinated Indebtedness shall be declared due and payable as the result of the occurrence of any one or more defaults in respect thereof, under circumstances when the terms of subdivision (d) are not applicable, no payment shall be made in respect of any Subordinated Indebtedness unless and until all Senior Indebtedness shall have been paid in full; provided that payments of Subordinated Indebtedness otherwise permitted hereunder may resume if such declaration and its consequences shall have been rescinded and all such defaults shall have been remedied or waived or shall have ceased to exist unless such payments are otherwise prohibited hereunder. (f) Turnover of Improper Payments. If any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by any holder of Subordinated Indebtedness in contravention of any of the terms hereof and before all Senior Indebtedness shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the proprieties then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of failure of any holder of any Subordinated Indebtedness to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. (g) No Prejudice or Impairment. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of Subordinated 14 Indebtedness by any act or failure to act on the part of Maker. Nothing contained herein shall impair, as between Maker and the holder of this Subordinated Indebtedness, the obligation of Maker to pay to the holder hereof the principal hereof and interest hereon as and when the same shall become due and payable in accordance with the terms hereof, or prevent the holder of any Subordinated Indebtedness from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a default or Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders of Subordinated Indebtedness. (h) Subrogation. Upon the payment in full of all Senior Indebtedness and the due performance of all obligations of Maker under the Senior Indebtedness, the holders of the Subordinated Indebtedness shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the Subordinated Indebtedness shall have been paid in full, and, for the purposes of such subrogation, no payment or distribution received by the holders of Senior Indebtedness of cash, securities or other property to which the holders of the Subordinated Indebtedness would have been entitled except for these subordination provisions shall, as between Maker and its creditors other than the holders of Senior Indebtedness, on the one hand, and the holders of Subordinated Indebtedness, on the other, be deemed to be a payment or distribution by Maker to or on account of Senior Indebtedness, and Maker hereby assigns, without recourse, representation or warranty of any kind, to Payee all and any claims which may be existing now or hereafter against all holders of Senior Indebtedness in such event, including but not limited to claims for reimbursement of such payments or distributions received by such holders. 15 EXHIBIT B QUALIFIED SUBSIDIARY ASSUMPTION AGREEMENT* Reference is hereby made to the Amended and Restated Stockholders' Agreement, dated as of _____________, 1998 (the "Stockholders' Agreement"), among Sprint Corporation, a Kansas corporation (the "Company"); France Telecom, S.A., a societe anonyme organized under the laws of France ("FT"); and Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"). 1. The undersigned is acquiring Shares (such term and any other capitalized term defined in the Stockholders' Agreement and used herein shall have the meanings specified in the Stockholders' Agreement) from a Class A Holder on the date hereof. Pursuant to the Stockholders' Agreement, for good and valuable consideration and as a condition to the effectiveness of such acquisition of Shares by the undersigned, the undersigned hereby expressly confirms and agrees for the benefit of the Company and each Class A Holder: (a) to be bound by the terms and conditions of the Stockholders' Agreement and to perform, observe and assume each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations and duties of a Class A Holder under the Stockholders' Agreement upon the consummation of its purchase of Shares; (b) to be bound by the terms and conditions of the Registration Rights Agreement and to perform, observe and assume each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations and duties of a holder of Eligible Securities (as defined in the Registration Rights Agreement) under the Registration Rights Agreement; (c) to execute and deliver concurrently herewith a Qualified Subsidiary Standstill Agreement and a Qualified Subsidiary Confidentiality Agreement; (d) to cause all of the holders of its equity interests (other than FT, DT and Passive Financial Institutions) to execute and deliver concurrently herewith a Strategic Investor Standstill Agreement; and (e) to cause all of the holders of its equity interests (other than FT and DT) to execute and deliver concurrently herewith a Strategic Investor Confidentiality Agreement. - -------- * [If the undersigned is a Qualified Subsidiary of FT, is an agency or instrumentality of the Government of France or is otherwise Controlled by the Government of France, this Assumption Agreement shall be executed concurrently in both English and French.] 2. From and after the date hereof, (a) all references to a "Class A Holder" or the "Class A Holders" in the Stockholders' Agreement shall be deemed to be references to the undersigned (along with the other Class A Holders), and (b) all references to a "holder of Eligible Securities" or "holders of Eligible Securities" in the Registration Rights Agreement shall be deemed to be references to the undersigned (along with the other holders of Eligible Securities). 3. Nothing in this Assumption Agreement shall relieve any Class A Holder of any of its obligations under the Stockholders' Agreement or any of the Other Investment Documents, and the Class A Holder effecting the Transfer of Shares to the undersigned shall remain liable for the performance by the undersigned as a party. 4. The undersigned represents and warrants to the Company that it is a Qualified Subsidiary within the meaning of Article I of the Stockholders' Agreement. 5. The undersigned agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement, the Stockholders' Agreement or the Registration Rights Agreement from the jurisdiction of any competent court described in Section 11.5 of the Stockholders' Agreement or Section 3.6 of the Registration Rights Agreement, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement, the Stockholders' Agreement or the Registration Rights Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). The undersigned agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. P. 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against the undersigned with respect to this Agreement, the Stockholders' Agreement or the Registration Rights Agreement. IN WITNESS WHEREOF, the undersigned has duly executed this Assumption Agreement as of this _____ day of ____________, 19__. [NAME] By__________________________ Name: Title: EXHIBIT C QUALIFIED STOCK PURCHASER ASSUMPTION AGREEMENT ------------------------- Reference is hereby made to the Amended and Restated Stockholders' Agreement, dated as of ___________, 1998 (the "Stockholders' Agreement"), among Sprint Corporation, a Kansas corporation (the "Company"); France Telecom S.A., a societe anonyme organized under the laws of France ("FT"); and Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"). 1. A Class A Holder (such term and any other capitalized term defined in the Stockholders' Agreement and used herein shall have the meanings specified in the Stockholders' Agreement) has assigned to the undersigned on the date hereof the right to acquire shares of Common Stock through purchases on the open market or from third parties in accordance with Section 2.2(b) of the Amended and Restated Standstill Agreement or shares of Class A Stock from the Company in accordance with Article VI of the Stockholders' Agreement. Pursuant to the Stockholders' Agreement, for good and valuable consideration and as a condition to the effectiveness of such assignment and to the acquisition of shares of Common Stock or Class A Stock by the undersigned, the undersigned hereby expressly confirms and agrees, for the benefit of the Company and each Class A Holder: a. to be bound by the terms and conditions of the Stockholders' Agreement and to perform, observe and assume each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations and duties of a Class A Holder under the Stockholders' Agreement; b. to be bound by the terms and conditions of the Registration Rights Agreement and to perform, observe and assume each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations and duties of a holder of Eligible Securities (as defined in the Registration Rights Agreement) under the Registration Rights Agreement; c. to execute and deliver concurrently herewith a Qualified Stock Purchaser Standstill Agreement and a Qualified Stock Purchaser Confidentiality Agreement; and d. to cause the Person or Persons, if any, which, directly or indirectly, ultimately Control the undersigned to execute and deliver concurrently herewith such Qualified Stock Purchaser Standstill Agreement and such Qualified Stock Purchaser Confidentiality Agreement. 2. From and after the date hereof, (a) all references to a "Class A Holder" or the "Class A Holders" in the Stockholders' Agreement shall be deemed to be references to the undersigned (along with the other Class A Holders), and (b) all references to a "holder of Eligible Securities" or "holders of Eligible Securities" in the Registration Rights Agreement shall be deemed to be references to the undersigned (along with the other holders of Eligible Securities). 3. Nothing in this Assumption Agreement shall relieve any of FT, DT or any of the other Class A Holders of any of its obligations under the Stockholders' Agreement or any of the Other Investment Documents. 4. The undersigned represents and warrants to the Company that it (a) is not an Alien, (b) has the legal and financial ability to purchase shares of Common Stock or Class A Stock in accordance with Section 2.2 of the Amended and Restated Standstill Agreement or Article VI of the Stockholders' Agreement, as the case may be, and (c) will not be a Major Competitor of the Company or of the Joint Venture immediately following such purchase. IN WITNESS WHEREOF, the undersigned has duly executed this Assumption Agreement as of this _____ day of ____________, 19__. [NAME] By________________________________________ Name: Title: EXHIBIT E STOCK PAYMENT PROMISSORY NOTE New York, New York U.S. $____________________ _____________, 19__ FOR VALUE RECEIVED, [CLASS A HOLDER], a _______________ ("Maker"), promises to pay to SPRINT CORPORATION, a Kansas corporation ("Sprint"), or its assigns (Sprint and its assigns being referred to herein as "Payee"), at ____________________ __________________, or at such other place as Payee may from time to time designate in writing, on demand the outstanding amount of the loans extended from time to time by the Payee to the Maker in connection with the purchase by the Maker of shares of capital stock of the Payee pursuant to Section 7.17 of the Amended and Restated Stockholders' Agreement among Sprint, France Telecom S.A. and Deutsche Telekom AG (the "Stock Purchase Loans"), together with interest thereon at the rate of [one month LIBOR for the first thirty days] [market rate to be determined thereafter]. Interest on this Note shall be payable on demand up to and through such time as the holder hereof shall demand payment of the principal hereunder, and at such time all principal and all accrued and unpaid interest shall be due and payable in full. 1. Loan Amount. This Note is given to evidence loans made or to be made by Payee in accordance with the terms of the Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"). Such loans shall be evidenced by this Note and shall be subject to the terms of this Note and the Stockholders' Agreement. The outstanding principal balance of this Note may be reduced from time to time by payments and prepayments hereunder and may be increased from time to time by additional loans in connection with the Stockholders' Agreement. On the date of a Stock Purchase Loan, Payee shall note on the Schedule the date and amount of such loan and shall recompute and note on the Schedule the aggregate principal amount of this Note outstanding following such loan. Upon any payment or prepayment of this Note in whole or in part, the Payee shall note on the Schedule the date and amount of the principal paid or repaid and shall recompute and note on the Schedule the aggregate principal amount of this Note outstanding following such payment or prepayment. Maker ackowledges that the notation of a Stock Purchase Loan or payment or prepayment on the Schedule shall, in absence of manifest error, constitute prima facie evidence of such loan or payment or prepayment and that such borrowing or payment or prepayment was made. 2. Default Rate. From and after an occurrence of an Event of Default and during the continuance thereof, the principal balance due hereunder shall bear interest at a rate per annum equal to [one month LIBOR for the first thirty days] [market rate to be determined thereafter] plus one percent (1%) per annum. Default interest shall be due and payable by Maker upon demand of Payee. 3. Maximum Lawful Rate. This Note is hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Payee for the use, forbearance or detention of money exceed the highest lawful rate permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof, at the time performance of such provision occurs, shall involve payment of interest in excess of that authorized by law, the obligation to be fulfilled shall be reduced to the limit so authorized by law, and if, from any circumstances, Payee shall ever receive as interest an amount which would exceed the highest lawful rate applicable to Maker, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance hereof and not to the payment of interest. 4. Method of Making Payments; Renewal of Obligations. All payments with respect to principal and interest hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account as Payee shall designate in writing to Maker. Maker hereby expressly agrees that to the extent that Maker makes a payment or payments on this Note and such payment or payments, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or national law, common law or equitable cause, then to the extent of such payment or repayment, the indebtedness evidenced hereby which is intended to be satisfied by such payment or payments shall be revived and continued in full force and effect as if said payment or payments had not been made. 5. Events of Default. The occurrence of any one or more of the following conditions or events shall constitute an "Event of Default": a. Failure to Pay. Maker fails to pay the principal and interest when due and payable or declared due and payable in accordance with the terms of this Note and such failure shall continue for three (3) Business Days; b. Bankruptcy. (i) Maker shall commence proceedings seeking either its own bankruptcy or to be granted a suspension of payments or any other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect; (ii) any proceeding such as described in clause (i) of this subsection 5(b) is commenced or applied to be commenced against Maker, which proceeding remains undismissed for a period of sixty (60) days or is dismissed on the ground of lack of funds sufficient to cover the costs of such proceedings; (iii) a custodian, trustee, administrator or similar official is appointed under any applicable law described in clause (i) of this subsection 5(b) with respect to Maker or such custodian, trustee, administrator or similar official takes charge of all or any substantial part of the property of Maker; (iv) an adjudication is made that Maker is insolvent or bankrupt; (v) any order of relief or other order is entered approving any case or proceeding such as is described in clause (ii) of this subsection 5(b); (vi) Maker makes a general assignment for the benefit of its creditors; or -2- (vii) Maker takes any corporate or similar action for the purpose of effecting any of the actions, orders or events described in the foregoing clauses of this subsection 5(b). 6. Remedies. Upon the occurrence of an Event of Default, at the option of Payee, all amounts payable by Maker to Payee under the terms of the Note shall immediately become due and payable by Maker to Payee and Payee shall have all the rights, powers and remedies available under the terms of this Note, by agreement, under applicable law or otherwise. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 6(b) above, the amounts hereunder shall become automatically due and payable without presentment, protest or demand of any kind. 7. Certain Withholding Obligations. Payee agrees that it will provide any applicable statements or forms required to be furnished under an applicable [residence of Maker] income tax treaty or the tax laws of [residence of Maker] in order to obtain any reduction in or exemption from [residence of Maker] tax on interest paid under this Note. Maker agrees that it will timely file any forms (with appropriate attachments) required to be filed with [identify the appropriate tax authority] reporting any payment of interest under this Note. All payments of interest under this Note will be subject to the withholding of any applicable [identify country of which Maker is resident] income tax. 8. Representations and Warranties of Maker. Maker represents and warrants to Payee that: a. Existence of Maker. [This paragraph to be used if FT is the Maker of the Note: FT is a societe anonyme validly existing under the laws of the Republic of France, and has all requisite power and authority to enter into this Note.] [This paragraph to be used if DT is the Maker of the Note: DT is an Aktiengesellschaft duly formed and validly existing under the laws of the Republic of Germany, and has all requisite corporate power and authority to enter into this Note.] b. No Conflicts. The execution and delivery of this Note by Maker and the performance by Maker of its obligations hereunder do not and will not (with or without the giving of notice or the passage of time or both) (i) conflict with or result in a breach or violation of the certificate of incorporation, bylaws or other organizational documents of Maker, (ii) conflict with or result in a violation or breach of, or constitute a default under, any statute, rule or regulation or any order, judgment or decree of any court or governmental agency or body having jurisdiction over Maker or any of its properties or assets where such violation, breach or default would reasonably be expected to result in a material adverse effect on the Maker, or (iii) conflict with or result in a violation or breach of, constitute a default under, result in or give to any person any right of termination, cancellation or -3- acceleration or modification in or with respect to, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Maker is a party or by which its assets are bound where such violation, breach, default or right of termination, cancellation, acceleration or modification would reasonably be expected to result in a material adverse effect on the Maker. c. No Consents. No consent, approval or action of, filing with or notice to, any court or governmental agency or body is required in connection with the execution, delivery and performance by Maker of this Note or the performance of its obligations hereunder. d. Authority; Binding Effect. This Note has been duly authorized, executed and delivered by Maker and constitutes the valid and binding agreement of Maker enforceable against Maker in accordance with its terms. 9. Costs of Collection. Maker agrees to pay all costs and expenses of collection, including reasonable attorneys' fees and expenses (but not including the portion of any fees determined pursuant to the Bundesegebuhrenordnung fur Rechtsanwalte vom 26. Juli 1957 (BGB1) I S. 907 (as it or any successor provision is from time to time in effect), arising in connection with any enforcement action by Payee, in which it shall prevail, of any of its rights under this Note whether by or through an attorney-at-law or in an action in bankruptcy, insolvency or other judicial proceedings. 10. Waivers; Amendment. No delay or failure on the part of Payee to exercise any right or remedy accruing to Payee hereunder, upon any default or breach by Maker of any term or provision hereof, shall be held to be an abandonment thereof. No delay on the part of Payee in exercising any of its rights or remedies shall preclude Payee from the exercise thereof at any time during the continuance of any default or breach. No waiver of a single default or breach shall be deemed a waiver of any subsequent default or breach. Payee may enforce any one or more remedies hereunder successively or concurrently, at its option. All waivers under this Note must be in writing signed by the Party entitled to enforce the right waived. All amendments to this Note must be in writing and signed by both the Maker and the Payee. Maker, its successors and assigns, and all other persons liable for the payment of this Note, waive presentment for payment, demand, protest, and notice of demand, dishonor, protest and nonpayment, and consent to any and all renewals, extensions or modifications that might be made by Payee as to the time of payment of this Note from time to time. 11. Securities Laws. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THIS NOTE IS BEING ACQUIRED BY THE PAYEE HEREOF FOR INVESTMENT ONLY AND FOR SAID PAYEE'S OWN ACCOUNT, AND NEITHER THIS -4- NOTE NOR INTEREST HEREIN MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE ACT, ANY APPLICABLE U.S. STATE SECURITIES LAWS, ANY OTHER APPLICABLE SECURITIES LAWS AND ANY OTHER LAWS WHICH ARE APPLICABLE TO SUCH TRANSACTION AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS NOTE. NEITHER THIS NOTE NOR ANY INTEREST HEREIN WILL BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE TERMS OF THIS NOTE; AND NO PERSON SHALL BE RECOGNIZED AS HAVING ANY RIGHT HEREUNDER UNLESS SUCH PERSON HAS BECOME THE REGISTERED HOLDER HEREOF. 12. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Note, including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party hereto waives any provision of applicable law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Note is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the extent possible. 13. Notices. All notices and other communications required or permitted under this Note should be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier or seven (7) days after it has been sent by registered or certified mail, return receipt requested, addressed: (a) if to the Payee, at such address as such Payee shall have furnished to the Maker in writing, or until any such Payee so furnishes to the Maker an address, then to and at the address of the last Payee of the Note who has furnished an address to the Maker; or (b) if to the Maker [specify Maker's address], or at such other address, or to the attention of such other officer, as the Maker shall furnish to each Payee in writing. 14. Captions. The captions herein set forth are for convenience only and should not be deemed to define, limit or describe the scope or intent of this Note. 15. Successors; Assignment. The terms and provisions of this Note shall be binding upon and inure to the benefit of the successors and assigns of the Maker and the successors and registered assigns of the Payee. This Note may only be transferred or assigned by the Payee in accordance with the terms of this Section 15 and may not be transferred or assigned to any Person who is a Major Competitor of France Telecom SA ("FT") or Deutsche Telekom AG ("DT") or of the Joint Venture (as defined below). The Maker will keep at its principal office a register in which the Maker will provide for the registration of this Note and for the registration of transfers of this Note. The Maker may treat the person in whose name any Note is registered on such register as owner thereof for the purpose of receiving payment of the principal and of interest (if applicable) on this Note and for all other purposes, and the Maker shall not be affected by any notice to the contrary. All references in this Note to the Payee shall mean the Person in whose name this Note is at the time registered on such register. Upon surrender of this Note for registration or transfer, or for exchange, to the Maker -5- at the address set forth above, the Maker will execute and deliver in exchange therefor, a new Note or Notes in denominations of at least U.S. $50 million (except one Note may be issued in a lesser principal amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, U.S. $50 million) as requested by the Payee or transferee, which aggregate the unpaid principal amount of such surrendered Note. Each such new Note shall be dated so there will be no loss of interest on such surrendered Note and shall otherwise be of like tenor and shall be registered in the name or names of such person as such Payee or transferee may request. In addition to the surrender of the Note being transferred or assigned to Maker, in connection with a request for the transfer or assignment of this Note or the exchange hereof for one or more additional Notes, Maker must also receive a written instrument of transfer in form satisfactory to Maker and duly executed by the registered Payee of this Note and the Payee must also have furnished to the Maker such assurances as Maker may reasonably request that the transfer is in compliance with the Act, all applicable state securities laws, any other applicable securities law and any other laws which are applicable to such transfer. Any purported transfer in violation of the foregoing provision shall be null and void and of no force and effect whatsoever. For purposes of this Section 15, the term "Major Competitor" shall mean (a) with respect to FT or DT, an entity that materially competes with a major portion of the telecommunications services business of FT or DT in Europe, or an entity that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in France or Germany, provided that FT and/or DT furnish in writing to the Payee reasonable evidence of the occurrence of such steps; and (b) with respect to the Joint Venture, an entity that materially competes with a major portion of the telecommunications services business of the Joint Venture, or an entity that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future, provided that the party so concluding furnishes in writing to the Payee reasonable evidence of the occurrence of such steps. For purposes of this Section 15, the term "Joint Venture" shall mean the venture formed pursuant to the Joint Venture Agreement dated as of June 22, 1995, as amended, among Sprint Corporation, Sprint Global Venture Inc., FT and DT. 16. Governing Law; Submission to Jurisdiction. a. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). b. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS NOTE, MAKER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. -6- MAKER, AND THE PAYEE BY THE ACCEPTANCE OF THIS NOTE, EACH IRREVOCABLY WAIVES TRIAL BY JURY, AND MAKER HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. c. MAKER HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM AS ITS DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR AND ON BEHALF OF MAKER, SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE OR ANY DOCUMENT RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH LOCAL AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO MAKER, BUT THE FAILURE OF MAKER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. MAKER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO MAKER, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. d. NOTHING HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST MAKER IN ANY OTHER JURISDICTION. 17. Computation of Time. Whenever the last day for the exercise of any privilege or the discharge of any duty under this Note shall fall on a day other than a Business Day, (as defined below), the party having such privilege or duty shall have until 5:00 p.m. (New York time) on the next succeeding Business Day to exercise such privilege or to discharge such duty. For purposes of this Note, the term "Business Day" shall mean any day other than a day which is a Saturday or Sunday or other day on which commercial banks in the City of New York, Paris, France or Frankfurt am Main, Germany are authorized or required to remain closed. 18. Language. [Include the following Section if (i) loi n(degree) 94-665 du 4 aout 1994 relative a l'emploi de 1a langue francaise or another similar law is in effect in the Republic of France and (ii) the Maker is FT: The parties have negotiated this Note in the English language, and have prepared successive drafts and the definitive texts of this Note in the English language. For purposes of complying with loi n(degree) 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the Parties have prepared a French version of this Note, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and -7- delivered. The parties hereto deem the French and English versions of this Note to be equally authoritative.] [Otherwise, include the following: This Note has been concluded in the English language and the original English version will govern in the event of any inconsistency between such version and any translation thereof.] 19. Waiver of Immunity. Maker agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from setoff or counterclaim relating to this Note from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award or from any other legal process in any jurisdiction, it, for itself and its property, expressly, irrevocably and unconditionally waives, and agrees not to plead or claim any such immunity with respect to such matters arising with respect to this Note or the subject matter hereof (including any obligation for the payment of money). Maker agrees that the foregoing waiver is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against Maker, FT and DT or any of their Affiliates with respect to this Note. 20. Judgment Currency. a. Maker's obligations hereunder to make payments in U.S. Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than U.S. Dollars, except to the extent that such tender or recovery actually results in the effective receipt by the Payee of the full amount of the U.S. Dollars expressed to be payable to the Payee hereunder. If for the purpose of obtaining or enforcing judgment against Maker in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than U.S. Dollars (such other currency being hereinafter referred to as the "Judgment Currency") an amount due in U.S. Dollars, the conversion shall be made, and the currency equivalent determined, in each case, as on the day immediately preceding the day on which the judgment is given (such being hereafter referred to as the "Judgment Currency Conversion Date"). b. If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, Maker covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange quoted by a reputable independent financial institution chosen by the Payee at its prevailing rate for such currency exchange on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. -8- c. For purposes of determining the currency equivalent for this Section, such amounts shall include any premium and costs payable in connection with the purchase of U.S. Dollars. -9- IN WITNESS WHEREOF, Maker has caused this Note to be executed by its duly authorized officers under its corporate seal as of the date first above written. [CLASS A HOLDER] By:____________________ Name:_______________ Title:______________ [CORPORATE SEAL] ATTEST: ____________________ Name:_______________ Title:______________ -10- -----END PRIVACY-ENHANCED MESSAGE-----