-----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, Fd9W5L0qYYXeOM7d1UdzoqBgN/uDuoP5uDy3uH6XHPf6PeE6cePE5ITREhAU0ZF3 aL9NUWk2vGDwkHkSwMYm8Q== 0000903423-00-000031.txt : 20000202 0000903423-00-000031.hdr.sgml : 20000202 ACCESSION NUMBER: 0000903423-00-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000110 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: 504810 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY 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 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-9 Under the Securities Exchange Act of 1934 (Amendment No. 9) SPRINT CORPORATION (Name of Issuer) FON Common Stock--Series 1, par value $2.00 per share PCS Common Stock--Series 1, par value $1.00 per share (Title of Class of Securities) 852061100 (FON Common Stock--Series 1) 852061506 (PCS Common Stock--Series 1) (CUSIP Numbers) 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. Jean-Louis Vinciguerra, Senior Executive Vice-President and Chief Financial Officer 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) December 28, 1999 (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 -------------------------------------------------------------- o 86,236,036 shares of Class A Common Stock (equivalent NUMBER in voting power to 86,236,036 shares of Series 3 FON OF Common Stock and 43,118,018 shares of Series 3 PCS SHARES Common Stock) BENEFICIALLY o 88,601,036 shares of Series 3 FON Common Stock OWNED BY o 13,568,168 shares of Series 3 PCS Common Stock EACH REPORTING ------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER o 43,118,018 shares of Class A Common Stock (equivalent in voting power to 43,118,018 shares of Series 3 FON Common Stock and 21,559,009 shares of Series 3 PCS Common Stock) o 44,464,179 shares of Series 3 FON Common Stock o 7,127,161 shares of Series 3 PCS Common Stock - -------------------------------------------------------------------------------- 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 Series 3 FON Common Stock and 43,118,018 shares of Series 3 PCS Common Stock), 88,601,036 shares of Series 3 FON Common Stock and 13,568,168 shares of Series 3 PCS 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, 100% of Series 3 FON Common Stock and 100% of Series 3 PCS Common Stock, estimated to represent approximately 20.0% of the aggregate voting power of the capital stock of the Issuer. If the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 11.9% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred 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 -------------------------------------------------------------- o 86,236,036 shares of Class A Common Stock (equivalent NUMBER in voting power to 86,236,036 shares of Series 3 FON OF Common Stock and 43,118,018 shares of Series 3 PCS SHARES Common Stock) BENEFICIALLY o 88,601,036 shares of Series 3 FON Common Stock OWNED BY o 13,568,168 shares of Series 3 PCS Common Stock EACH REPORTING ------------------------------------------------------------- PERSON WITHG 9 SOLE DISPOSITIVE POWER o 43,118,018 shares of Class A Common Stock (equivalent in voting power to 43,118,018 shares of Series 3 FON Common Stock and 21,559,009 shares of Series 3 PCS Common Stock) o 44,136,857 shares of Series 3 FON Common Stock o 6,441,007 shares of Series 3 PCS 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 Series 3 FON Common Stock and 43,118,018 shares of Series 3 PCS Common Stock), 88,601,036 shares of Series 3 FON Common Stock and 13,568,168 shares of Series 3 PCS 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, 100% of Series 3 FON Common Stock and 100% of Series 3 PCS Common Stock, estimated to represent approximately 20.0% of the aggregate voting power of the capital stock of the Issuer. If the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 11.9% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred Stock). - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 9 (this "Amendment") amends and supplements the Schedule 13D filed on February 12, 1996, as amended by Amendment No. 1 to the Schedule 13D filed on May 6, 1996, Amendment No. 2 to the Schedule 13D filed on May 28, 1998, Amendment No. 3 to the Schedule 13D filed on December 1, 1998, Amendment No. 4 to the Schedule 13D filed on February 12, 1999, Amendment No. 5 to the Schedule 13D filed on February 24, 1999, Amendment No. 6 to the Schedule 13D filed on April 1, 1999, Amendment No. 7 to the Schedule 13D filed on July 6, 1999 and Amendment No. 8 to the Schedule 13D filed on October 8, 1999 (as amended and supplemented, this "Schedule 13D"), of Deutsche Telekom AG ("DT") and France Telecom S.A. ("FT"), with respect to the FON Common Stock - Series 1, par value $2.00 per share (the "Series 1 FON Common Stock"), and the PCS Common Stock-Series 1, par value $1.00 per share (the "Series 1 PCS Common Stock"), of Sprint Corporation, a Kansas corporation (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D, as previously amended and supplemented. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is hereby amended by adding the following at the end of numbered paragraph 1 thereof: On December 29, 1999, DT transferred its shares in the Issuer to its wholly-owned subsidiary listed in paragraph 1A below, in accordance with Section 2.2 of the Amended Stockholders' Agreement. 1A. a. NAB Nordamerika Beteiligungs Holding GmbH, a limited liability company formed under the laws of Germany ("NAB"). b. c/o Deutsche Telekom AG, Friedrich-Ebert-Allee 140, 53113 Bonn, Germany. c. NAB conducts no business other than holding the shares of the Issuer transferred to it by DT. d. During the last five years, NAB has not been convicted in any criminal proceeding. e. During the last five years, NAB 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. The two Managing Directors of NAB, Dr. Joachim Peckert and Mr. Heinz Klesing, whose addresses are c/o Deutsche Telekom AG, Friedrich-Ebert-Allee 140, 53113 Bonn, Germany, are each citizens of Germany. During the last five years, to the best knowledge of DT, neither Managing Director 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended by adding the following at the end thereof: On December 28, 1999, DT acquired from the Issuer pursuant to the equity purchase rights contained in the Amended Stockholders' Agreement 280,896 shares of Series 3 PCS Common Stock and 245,459 shares of Series 3 FON Common Stock for an aggregate purchase price of approximately $32,632,046 (or approximately $67.47 per share of Series 3 PCS Stock as to 202,146 shares, $99.625 per share of Series 3 PCS Stock as to 78,750 shares and $45.42 per share of Series 3 FON Stock). On December 28, 1999, FT acquired from the Issuer pursuant to the equity purchase rights contained in the Amended Stockholders' Agreement 197,854 shares of Series 3 PCS Common Stock and 244,541 shares of Series 3 FON Common Stock for an aggregate purchase price of approximately $24,455,340 (or approximately $67.47 per share of Series 3 PCS Stock and $45.42 per share of Series 3 FON Stock). All such purchases were made in order for DT and FT to maintain their aggregate percentage voting power of the capital stock of the Issuer at approximately 20%. All of the funds used to acquire such shares were provided by DT and FT's internally generated funds. ITEM 4. PURPOSE OF THE ACQUISITION Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: On December 28, 1999, DT and FT acquired from the Issuer pursuant to the equity purchase rights contained in the Amended Stockholders' Agreement an aggregate of 478,750 shares of Series 3 PCS Common Stock and 490,000 shares of Series 3 FON Common Stock for an aggregate purchase price of approximately $57,087,387 in order to maintain their aggregate percentage voting power in the capital stock of the Issuer at approximately 20.0%. Following the announcement of the Issuer's proposed acquisition by MCI WORLDCOM, Inc., discussions have been continuing between the Issuer, DT and FT concerning the future of the Global One Joint Venture and the terms applicable to DT and FT's investment in the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER 1. Deutsche Telekom AG (a-b) On December 29, 1999, DT (indirectly through NAB) was the beneficial owner of 86,236,036 shares of Class A Common Stock (100% of the outstanding Class A Common Stock), 88,601,036 shares of Series 3 FON Common Stock (100% of the outstanding Series 3 FON Common Stock), and 13,568,168 shares of Series 3 PCS Common Stock (100% of the outstanding Series 3 PCS Common Stock), estimated to represent approximately 20.0% of the aggregate voting power of the outstanding capital stock of the Issuer, calculated on the basis of 86,236,036 shares of Class A Common Stock, 699,001,985 shares of Series 1 FON Common Stock, 88,601,036 shares of Series 3 FON Common Stock, 200,391,857 shares of Series 1 PCS Common Stock, 219,043,844 shares of Series 2 PCS Common Stock, 13,568,168 shares of Series 3 PCS Common Stock, 246,766 shares of PCS Preferred Stock and certain other voting preferred stock of the Issuer as being outstanding, based on the information made available to FT and DT by the Issuer. If the Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by DT on December 29, 1999 would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 11.9% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred Stock). By virtue of their relationship, DT and NAB may be deemed to share voting power and dispositive power with respect to the securities of the Issuer beneficially owned by them. On December 27, 1999, Ron Sommer, Chairman of the Board of Management of DT and a director of Sprint, beneficially owned 18,000 shares of Series 1 FON Common Stock and 4,500 shares of Series 1 PCS Common Stock, which may be acquired upon the exercise of stock options under the Issuer's stock option plans. On that date, Mr. Sommer exercised options to acquire 1,000 shares of Series 1 FON Common Stock at approximately $17.9215 per share and options to acquire 500 shares of Series 1 PCS Common Stock at approximately $7.8137 per share. Each of DT and FT disclaims beneficial ownership of any such shares. (c) On December 28, 1999, DT acquired from the Issuer pursuant to the equity purchase rights contained in the Amended Stockholders' Agreement 280,896 shares of Series 3 PCS Common Stock and 245,459 shares of Series 3 FON Common Stock for the purchase prices specified in Item 3. Except as described herein, neither DT, NAB, nor, to the best knowledge of DT, any of the persons listed in Schedule I of Amendment No. 3 to this Schedule 13D, nor either Managing Director of NAB, effected any transactions in the PCS Common Stock or the FON Common Stock of the Issuer since October 1, 1999. (d) No one other than NAB 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, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by DT. 2. France Telecom S.A. (a) On December 29, 1999, FT was the beneficial owner of 86,236,036 shares of Class A Common Stock (100% of the outstanding Class A Common Stock), 88,601,036 shares of Series 3 FON Common Stock (100% of the outstanding Series 3 FON Common Stock), and 13,568,168 shares of Series 3 PCS Common Stock (100% of the outstanding Series 3 PCS Common Stock), estimated to represent approximately 20.0% of the aggregate voting power of the outstanding capital stock of the Issuer, calculated on the same basis as specified in paragraph 1(a) of this Item 5. If the Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by FT on December 29, 1999 would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 11.9% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred Stock). On December 29, 1999, Michel Bon, Chairman and Chief Executive Officer of FT and a director of Sprint, beneficially owned 18,000 shares of Series 1 FON Common Stock and 4,500 shares of Series 1 PCS Common Stock, which may be acquired upon the exercise of stock options under the Issuer's stock option plans. Each of DT and FT disclaims beneficial ownership of any such shares. (c) On December 28, 1999, FT acquired from the Issuer pursuant to the equity purchase rights contained in the Amended Stockholders' Agreement 197,854 shares of Series 3 PCS Common Stock and 244,541 shares of Series 3 FON Common Stock for the purchase prices specified in Item 3. Except as described above, neither FT, nor to the best knowledge of FT, any of the persons listed in Schedule II of Amendment No. 3 to this Schedule 13D effected any transactions in the PCS Common Stock or the FON Common Stock of the Issuer since October 1, 1999. (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, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by FT. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Schedule 13D is hereby amended by adding the following exhibits: Exhibit 1 Qualified Subsidiary Assumption Agreement dated as of December 29, 1999, by NAB Exhibit 2 Qualified Subsidiary Standstill Agreement dated as of December 29, 1999 between the Issuer and NAB Exhibit 3 Qualified Subsidiary Confidentiality Agreement dated as of December 29, 1999 between the Issuer and NAB Exhibit 4 Assumption Agreement of NAB Nordamerika Beteiligungs Holding GmbH dated as of December 29, 1999 Exhibit 5 Transfer Agreement dated December 29, 1999 between DT and NAB 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: January 6, 2000 DEUTSCHE TELEKOM AG By: /s/ Kevin Copp ------------------------------------- Name: Kevin Copp Title: Head of International Legal Affairs 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: January 10, 2000 FRANCE TELECOM S.A. By: /s/ Thierry Girard ----------------------- Name: Thierry Girard Title: Senior Vice-President EX-99.1 2 AGREEMENT EXHIBIT 1 --------- EXECUTION COPY QUALIFIED SUBSIDIARY ASSUMPTION AGREEMENT ----------------------------------------- Reference is hereby made to the Amended and Restated Stockholders' Agreement, dated as of November 23, 1998 (as amended or modified from time to time, the "Stockholders' Agreement"), among Sprint Corporation, a Kansas corporation (the "Company"); France Telecom, a SOCIETE ANONYME organized under the laws of France ("FT"); and Deutsche Telekom AG, an AKTIENGESELLSCHAFT organized under the laws of Germany ("DT"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stockholders Agreement. 1. The undersigned, NAB Nordamerika Beteiligungs Holding GmbH, a limited liability company organized under the laws of Germany and wholly-owned subsidiary of DT, is acquiring Shares 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: (1) 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 acquisition of Shares; (2) to be bound by the terms and conditions of the Amended and Restated 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 Amended and Restated Registration Rights Agreement) under the Amended and Restated Registration Rights Agreement; and (3) to execute and deliver concurrently herewith a Qualified Subsidiary Standstill Agreement and a Qualified Subsidiary 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 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 (a) that it is a Qualified Subsidiary within the meaning of Article I of the Stockholders' Agreement; and (b) that DT owns and holds directly 100% of the undersigned's equity interests. 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Registration Rights Agreement. IN WITNESS WHEREOF, the undersigned has duly executed this Qualified Subsidiary Assumption Agreement as of this 29th day of December, 1999. NAB Nordamerika Beteiligungs Holding GmbH By: ______________________________________ Name: Dr. Joachim Peckert Title: Managing Director By: ______________________________________ Name: Mr. Heinz Klesing Title: Managing Director EX-99.2 3 AGREEMENT EXHIBIT 2 --------- EXECUTION COPY QUALIFIED SUBSIDIARY STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") dated as of December 29th, 1999 by and among SPRINT CORPORATION, a corporation formed under the laws of Kansas ("Sprint") and NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH, a limited liability company formed under the laws of Germany ("Transferee"). R E C I T A L S WHEREAS, Sprint, France Telecom, a societe anonyme organized under the laws of France ("FT"), and Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("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 $1.00 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 November 23, 1998 (as it may be amended or modified from time to time, 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 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). "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 have the meaning set forth in ARTICLE SIXTH, Section 10 of the Articles of Incorporation of Sprint, as amended from time to time. "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 first Whereas clause of this Agreement. "FT" shall have the meaning set forth in the first Whereas clause 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). "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. "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 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 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. "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 the Standstill Agreement, this Agreement or any corresponding provision of any other 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. $2.00 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. $1.00 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. $2.00 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. $1.00 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. $2.00 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. $1.00 per share, of Sprint to be created by the Initial Charter Amendment. "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. "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. "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 -- Seventh Series, Convertible, 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 Amended and Restated Rights Agreement dated as of the date hereof, as amended from time to time, 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. "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 of the Articles 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 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 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 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 "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 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 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 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) (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 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 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 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: (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, DT or Transferee 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, DT or Transferee 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); (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 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 shall be present and shall use reasonable efforts to cause its Controlled Affiliates owning Sprint Voting Securities to 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 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: NAB Nordamerika Beteiligungs Holding GmbH c/o Deutsche Telekom AG Friedrich-Ebert-Allee 140 53113 Bonn Germany Attn: Mr. Heinz Klesing, Managing Director Tel: 49-228-181-38120 Fax: 49-228-181-8750 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: (404) 225-3999 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. 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 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 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) TRANSFEREE HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, 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 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. 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 4.10. 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. 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) 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. IN WITNESS WHEREOF, Sprint and Transferee have caused their respective duly authorized officers to execute this Qualified Subsidiary Standstill Agreement as of the day and year first above written. SPRINT CORPORATION By:_____________________________ Name: Title: NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH By:_____________________________ Name: Dr. Joachim Peckert Title: Managing Director By:_____________________________ Name: Mr. Heinz Klesing Title: Managing Director EX-99.3 4 AGREEMENT EXHIBIT 3 --------- EXECUTION COPY QUALIFIED SUBSIDIARY CONFIDENTIALITY AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into effective December 29th, 1999, between Sprint Corporation, a Kansas corporation ("Sprint"), and NAB Nordamerika Beteiligungs Holding GmbH, a limited liability company organized under the laws of Germany ("Qualified Subsidiary") (each a "Party"). R E C I T A L S WHEREAS, Sprint, France Telecom, a societe anonyme organized under the laws of France ("FT"), and Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"), have entered into an Investment Agreement dated as of July 31, 1995 (as it may be amended or modified from time to time, the "Investment Agreement"); WHEREAS, in connection with the transactions contemplated by the Investment Agreement, Sprint and DT entered into an Investor Confidentiality Agreement dated as of January 31, 1996 (the "DT Original Investor Confidentiality Agreement"); WHEREAS, Sprint, FT and DT entered into a Master Restructuring and Investment Agreement dated as of May 26, 1998 (as it may be amended or modified from time to time, 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 $1.00 per share, of Sprint; WHEREAS, as a condition precedent to and in consideration of the transactions contemplated in the FT/DT Restructuring Agreement, Sprint and DT entered into an Amended and Restated Investor Confidentiality Agreement (the "DT Amended and Restated Investor Confidentiality Agreement"); WHEREAS, Section 2.2 of the Amended and Restated Stockholders' Agreement (as defined in the FT/DT Restructuring Agreement), provides that DT may, under certain circumstances and in accordance with the terms of Section 2.2 of the Amended and Restated Stockholders' Agreement, transfer shares of Class A Stock to one or more Qualified Subsidiaries; WHEREAS, Qualified Subsidiary is a Qualified Subsidiary to which DT has indicated that it intends to transfer Sprint Voting Securities; WHEREAS, DT is required under Section 3.1 of the DT Amended and Restated Investor Confidentiality Agreement to cause each Person which, as a result of the acquisition of Beneficial Ownership of any voting securities of Sprint, would become a Qualified Subsidiary of DT to execute a Qualified Subsidiary Confidentiality Agreement; and WHEREAS, this Agreement is the Qualified Subsidiary Confidentiality Agreement which Qualified Subsidiary is executing in compliance with Section 3.1 of the DT Amended and Restated Investor Confidentiality Agreement. NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows: ARTICLE 1. DEFINITIONS ----------- Capitalized terms used in this Agreement and not defined herein shall have the respective meanings specified in the Amended and Restated Stockholders' Agreement. In addition, the following capitalized terms shall have the following meanings: "Class A Stock" means the Class A Common Stock and the Series 3 PCS Stock (each term as defined in the Articles), and after the Recapitalization (as defined in the FT/DT Restructuring Agreement), the Series 3 FON Stock (as defined in the FT/DT Restructuring Agreement). "Class A Holders" has the meaning set forth in the Articles. "Disclosing Party" means Sprint or any Affiliate of Sprint which discloses Proprietary Information. "Non-Class A Common Stock" has the meaning set forth in the Articles. "Proprietary Information" means, subject to Section 2.1(g) herein: (i) all confidential or proprietary information of Sprint or any of its Affiliates, including business plans and strategies; and (ii) any portion of any notes, analyses, compilations, studies, interpretations or other documents prepared by any Receiving Party, to the extent the same contain, reflect, are derived from, or are based upon, any of the information described in clause (i) (such portions of such notes, analyses, etc. are referred to herein as "Derivative Information"). The Disclosing Party will use its reasonable efforts to follow its customary practices regarding the marking of tangible Proprietary Information as "confidential," "proprietary," or other similar designation, but the failure to mark or otherwise designate any information in the foregoing clause (i) as confidential or proprietary shall not affect its status as Proprietary Information. The Parties agree that the designation in writing by the Disclosing Party that information is confidential or proprietary shall create a presumption that such information is confidential or proprietary to the extent such designation is reasonable. "Receiving Party" means Qualified Subsidiary or any of its Subsidiaries or Representatives (as defined in Section 2.1(b)) which receives Proprietary Information. "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 (i) 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 such individuals performing similar functions) of such other Person, and (ii) own more than 50% of the equity interests. ARTICLE 2. PROPRIETARY INFORMATION ----------------------- Section 2.1. Disclosure and Use (a) Except as provided in Section 2.1(b), (d) or (f), Qualified Subsidiary agrees that until five years after the later of (x) the first to occur of the date of conversion of all of the Class A Stock into Non-Class A Common Stock and the date on which neither Qualified Subsidiary nor any of its Affiliates Beneficially Owns any voting securities of Sprint, and (y) the date on which the Class A Holders no longer have a representative on the Sprint Board of Directors: (i)all Proprietary Information communicated on or after the date of this Agreement to it or to any other Receiving Party in connection with, or as a result of, the Investment Agreement, the FT/DT Restructuring Agreement, any of the Amended Other Agreements (as defined in the FT/DT Restructuring Agreement), the Articles or the Bylaws or the transactions contemplated thereby (including the investment) or otherwise received by Qualified Subsidiary in its capacity as an investor in Sprint or by any Representative in his or her capacity as a member of the Sprint Board of Directors, shall be held in strict confidence; (ii)it will not, and it will not permit any other Receiving Party to, disclose such Proprietary Information to any third party; (iii)it will, and will cause each Receiving Party to, use such Proprietary Information only to implement the provisions of, and exercise its rights under, the Investment Agreement, the FT/DT Restructuring Agreement, the Amended Other Agreements, the Articles and the Bylaws (including the internal monitoring by Qualified Subsidiary of its investment in Sprint) and for no other purpose; and (iv) it will cause each Representative to use such Proprietary Information only to perform his or her functions as a member of the Sprint Board of Directors or to otherwise implement the provisions of, and exercise its rights under, the Investment Agreement, the FT/DT Restructuring Agreement, the Amended Other Agreements, the Articles and the Bylaws (including the internal monitoring by Qualified Subsidiary of its investment in Sprint) and for no other purpose. (b) Qualified Subsidiary may disclose Proprietary Information to its Subsidiaries or its or its Subsidiaries' directors, officers, employees, agents and advisors (collectively, "Representatives") who need to know such information to perform their functions as members of the Sprint Board of Directors or to implement the provisions of, or exercise its rights under, the Investment Agreement, the FT/DT Restructuring Agreement, the Amended Other Agreements, the Articles and the Bylaws (including the internal monitoring by Qualified Subsidiary of its investment in Sprint), provided that before disclosing any Proprietary Information to any Representative, the Receiving Party shall notify such Representative of his or her obligation to comply with this Agreement. Qualified Subsidiary shall be responsible for any breach of this Agreement by any Subsidiary or Representative and Qualified Subsidiary agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its Subsidiaries and Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information. Qualified Subsidiary shall notify Sprint as soon as possible if it has knowledge of a breach of this Agreement in any material respect. (c) Proprietary Information shall not be reproduced by Qualified Subsidiary or any other Receiving Party in any form except to the extent reasonably necessary to permit Qualified Subsidiary to implement the provisions of, and exercise its rights under, the Investment Agreement, the FT/DT Restructuring Agreement, the Amended Other Agreements, the Articles and the Bylaws (including the internal monitoring by Qualified Subsidiary of its investment in Sprint) or to permit any other Representatives to perform their functions as members of the Sprint Board of Directors. (d) This Section 2.1 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (i) been disclosed by the Receiving Party with Sprint's prior written consent; (ii) been in the possession of the Receiving Party from a source other than the Disclosing Party or FT, DT or any of their Subsidiaries or representatives prior to the date of this Agreement; (iii) become generally available to the public other than as a result of disclosure by the Receiving Party or any Subsidiary or Representative of Qualified Subsidiary, or DT or any of its Subsidiaries or Representatives; (iv) been independently developed by the Receiving Party outside the scope of the Investment Agreement, the FT/DT Restructuring Agreement and the Amended Other Agreements through Persons (including any Representatives) who have not had knowledge of such Proprietary Information; (v) been rightfully obtained by the Receiving Party from a third party (other than FT, DT or any of their Subsidiaries or Representatives) without knowledge that such third party is obligated to protect its confidentiality, provided that such Receiving Party has used all commercially reasonable efforts to determine whether such third party has any such obligation; or (vi) been obligated to be produced or disclosed by Applicable Law or any Governmental Authority, provided that such production or disclosure shall have been made in accordance with Section 2.2. (e) Subject to the right of a Receiving Party to reproduce Proprietary Information in strict compliance with Section 2.1(c), no license or right to any Receiving Party under any trademark, patent, copyright, invention, mask work protection right or any other intellectual property right is either granted or implied by this Agreement or by disclosure of Proprietary Information to such Receiving Party. (f) Qualified Subsidiary may disclose Proprietary Information to FT, DT and representatives of FT and DT as may be reasonably necessary for Qualified Subsidiary, FT, and DT to implement the provisions of, and exercise their rights under, the Investment Agreement, the FT/DT Restructuring Agreement, the Amended Other Agreements, the Articles and the Bylaws, provided that such disclosures may only be made under this Section 2.1(f) at such time as FT and DT are subject to a duty of confidentiality to Sprint substantially the same as the duty imposed on Qualified Subsidiary by this Agreement, and provided, further, that Qualified Subsidiary notifies FT and DT and such representatives that the information being disclosed is Proprietary Information. (g) Notwithstanding anything in this Article 2 to the contrary, any "Proprietary Information" (as such term is defined in the Amended and Restated Investor Confidentiality Agreements dated as of November 23, 1998 between Sprint and DT and between Sprint and FT, respectively) received by a Receiving Party from FT or DT or any Subsidiary or representative of FT or DT shall be deemed Proprietary Information for all purposes of this Agreement and shall be subject to the provisions of this Agreement as if, and to the same extent as, such Proprietary Information were communicated to a Receiving Party directly by Sprint. Section 2.2. Legally Required Disclosure. (a) If the Receiving Party is requested by any Governmental Authority or required by Applicable Law to disclose any Proprietary Information, Qualified Subsidiary will provide Sprint with written notice of such request or requirement as soon as possible and prior to such disclosure. Sprint may then either seek appropriate protective relief from all or part of such request or requirement or waive the Receiving Party's compliance with this Agreement with respect to all or part of such request or requirement. (b) Qualified Subsidiary agrees that it will use all commercially reasonable efforts to cooperate with Sprint in attempting to obtain any protective relief which Sprint chooses to seek pursuant to this Section 2.2. In the absence of such relief, if, in the written opinion of counsel for Qualified Subsidiary, the Receiving Party is legally compelled to disclose any Proprietary Information, then the Receiving Party may disclose only that portion of the Proprietary Information which counsel to Qualified Subsidiary advises in writing that such Receiving Party is compelled to disclose; provided that Qualified Subsidiary shall exercise all commercially reasonable efforts to preserve the confidentiality of the Proprietary Information, including cooperating with Sprint to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Proprietary Information. Section 2.3. Ownership. (a) Unless otherwise specified in writing, all Proprietary Information, other than Derivative Information, shall remain the property of Sprint, and all documents or other tangible media delivered to the Receiving Party that embody such Proprietary Information shall be, at the option of Sprint, either promptly returned to Sprint or destroyed, except as otherwise may be required from time to time by Applicable Law (in which case the use and disclosure of such Proprietary Information shall continue to be subject to this Agreement) upon the date on which the Receiving Party's need for it has expired or, if earlier, the later of (i) the first to occur of the date of conversion of all of the Class A Stock into Non-Class A Common Stock and the date on which neither Qualified Subsidiary nor any of its Affiliates Beneficially Owns any voting securities of Sprint, and (ii) the date on which the Class A Holders no longer have a representative on the Sprint Board of Directors. (b) Any Derivative Information shall be, at the option of Qualified Subsidiary, either promptly returned to Sprint or destroyed, except as otherwise may be required from time to time by Applicable Law (in which case the use and disclosure of such Proprietary Information shall continue to be subject to this Agreement) upon the date on which the Receiving Party's need for it has expired or, if earlier, the later of (i) the first to occur of the date of conversion of all of the Class A Stock into Non-Class A Common Stock and the date on which neither Qualified Subsidiary nor any of its Affiliates Beneficially Owns any voting securities of Sprint, and (ii) the date on which the Class A Holders no longer have a representative on the Sprint Board of Directors. (c) If destroyed, all copies shall be destroyed and upon the written request of Sprint, the Receiving Party shall provide to Sprint written certification of such destruction. The destruction or return of Proprietary Information shall not relieve any Receiving Party of its obligation to treat such Proprietary Information in the manner required by this Agreement. Section 2.4. No Representation or Warranty. Qualified Subsidiary acknowledges that, except as expressly provided in the Investment Agreement, the FT/DT Restructuring Agreement or any Amended Other Agreement, no warranties, indemnities, guarantees or representations, express or implied, are made with respect to the use, usefulness, validity, noninfringement, accuracy or completeness of any Proprietary Information. No Disclosing Party or any representative of a Disclosing Party shall have any liability to any Receiving Party relating to or resulting from the use of the Proprietary Information or any errors therein or omissions therefrom. ARTICLE 3. MISCELLANEOUS ------------- Section 3.1. Notices. All notices and other communications required or permitted by this Agreement shall be made in accordance with Section 7.7 of the FT/DT Restructuring Agreement and, in the case of notices and communications to the Qualified Subsidiary, to the address specified below. Qualified Subsidiary: NAB Nordamerika Beteiligungs Holding GmbH c/o Deutsche Telekom AG Friedrich-Ebert-Allee 140 53113 Bonn Germany Attn: Mr. Heinz Klesing, Managing Director Tel: 49-228-181-38120 Fax: 49-228-181-8750 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: (404) 225-3999 Section 3.2. Headings. The headings of the Sections and Articles of this Agreement 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. Section 3.3. Assignment. Neither 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 the other Party. Section 3.4. Entire Agreement. This Agreement embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein, but this provision shall not abrogate or derogate 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 3.5. Amendment, Waiver, 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, each of 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 3.6. 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 3.7. 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) QUALIFIED SUBSIDIARY HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, 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 QUALIFIED SUBSIDIARY IN THE MANNER PROVIDED IN SECTION 3.1. QUALIFIED SUBSIDIARY 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 QUALIFIED SUBSIDIARY 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. QUALIFIED SUBSIDIARY 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. QUALIFIED SUBSIDIARY 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 PARTY FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTY MAY HAVE, IT 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 3.8. 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, 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 the extent possible. Section 3.9. 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 3.10. Waiver of Immunity. Qualified Subsidiary 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, 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). Qualified Subsidiary 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 Qualified Subsidiary with respect to this Agreement. INTENDING TO BE LEGALLY BOUND, the Parties have signed this Qualified Subsidiary Confidentiality Agreement as of the date first above written. SPRINT CORPORATION By:________________________________ Name: Title: NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH By:________________________________ Name: Dr. Joachim Peckert Title: Managing Director By:________________________________ Name: Mr. Heinz Klesing Title: Managing Director EX-99.4 5 AGREEMENT EXHIBIT 4 --------- EXECUTION COPY ASSUMPTION AGREEMENT OF NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH Reference is hereby made to the Coordination Agreement, dated as of July 31, 1995 (as it may be amended from time to time, the "Coordination Agreement"), between France Telecom, a societe anonyme organized under the laws of France ("FT"), and Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Coordination Agreement. 1. The undersigned, NAB Nordamerika Beteiligungs Holding GmbH, a limited liability company organized under the laws of Germany and a wholly-owned subsidiary of DT, is acquiring Class A Stock from DT on the date hereof. Pursuant to Section 9.7 of the Coordination Agreement, for good and valuable consideration, the undersigned hereby expressly confirms and agrees for the benefit of FT to be bound by the terms and conditions of the Coordination Agreement, the Amended and Restated Stockholders' Agreement, dated as of November 23, 1998 (as amended from time to time, the "Stockholders' Agreement"), between and among FT, DT and Sprint Corporation, a Kansas corporation ("Sprint"), the Agreement, dated as of November 23, 1998 relating to the payment of dividends and withholding of taxes (as amended from time to time, the "Tax Matters Agreement"), between and among FT, DT and Sprint, the Qualified Subsidiary Standstill Agreement (as amended from time to time, the "Qualified Subsidiary Standstill Agreement"), to be entered into by the undersigned and Sprint on the date hereof, and the Amended and Restated Registration Rights Agreement, dated as of November 23, 1998 (as amended from time to time, the "Registration Rights Agreement"), between and among FT, DT and Sprint, and upon the consummation of the undersigned's acquisition of Class A Stock, to perform, observe and assume each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations and duties of DT under the Coordination Agreement, the Stockholders' Agreement, the Tax Matters Agreement, and the Registration Rights Agreement, and to perform and observe each and every one of its covenants, rights, promises agreements, terms, conditions, obligations and duties under the Qualified Subsidiary Standstill Agreement. 2. Nothing in this Assumption Agreement shall relieve DT of any of its obligations under the Coordination Agreement, the Stockholders' Agreement, the Tax Matters Agreement, the Registration Rights Agreement, and the Amended and Restated Standstill Agreement, dated as of November 23, 1998 (as amended from time to time), between and among FT, DT and Sprint, and DT shall remain liable for the performance by the undersigned as a party to the Coordination Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the Tax Matters Agreement and the Qualified Subsidiary Standstill Agreement. 3. The undersigned represents and warrants to FT (a) that it has entered into a Qualified Subsidiary Assumption Agreement, Qualified Subsidiary Tax Matters Assumption Agreement, Qualified Subsidiary Confidentiality Agreement, and a Qualified Subsidiary Standstill Agreement; (b) that DT owns and holds directly 100% of the undersigned's equity interests; and (c) that it is a Qualified Subsidiary. IN WITNESS WHEREOF, the undersigned has duly executed this Assumption Agreement of NAB Nordamerika Beleiligungs Holding GmbH as of this 29th day of December, 1999. NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH By:_____________________________ Name: Dr. Joachim Peckert Title: Managing Director By:_______________________________ Name: Mr. Heinz Klesing Title: Managing Director EX-99.5 6 AGREEMENT EXHIBIT 5 --------- EXECUTION COPY TRANSFER AGREEMENT TRANSFER AGREEMENT (the "Agreement"), dated December 29, 1999, by and between Deutsche Telekom AG, an Akteingesellschaft, organized under the laws of Germany ("DT"), NAB Nordamerika Beteiligungs Holding GmbH, a limited liability company organized under the laws of Germany ("NAB"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stockholders' Agreement (as defined below). W I T N E S S E T H: WHEREAS, pursuant to an Amended and Restated Stockholders' Agreement among Sprint Corporation, a Kansas corporation ("Sprint"), France Telecom, a societe anonyme organized under the laws of France ("FT"), and DT, dated as of November 23, 1998 (the "Stockholders' Agreement"), DT may in certain circumstances and in accordance with Section 2.2 of the Stockholders' Agreement, Transfer Shares to one or more Qualified Subsidiaries; WHEREAS, NAB is a wholly-owned subsidiary of DT and a Qualified Subsidiary; and WHEREAS, NAB has entered into a Qualified Subsidiary Assumption Agreement, Qualified Subsidiary Tax Matters Assumption Agreement, Qualified Subsidiary Confidentiality Agreement, Qualified Subsidiary Standstill Agreement and an Assumption Agreement of NAB Nordamerika Beteiligungs Holding GmbH, each in accordance with the provisions of the Stockholders' Agreement and certain other agreements. NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Acquisition. At the opening of business in Bonn, Germany on December 29, 1999 (the "Transfer Time"), DT hereby transfers to NAB, and NAB hereby acquires, all shares of Class A Stock owned by DT as of the close of business, Kansas City, Kansas time, on December 28, 1999 or acquired on December 29, 1999, and NAB accepts all rights and obligations with respect to such shares as of such time in consideration for NAB hereby granting to DT the right to exercise the voting rights applicable to NAB's share capital. As soon as practicable on or after the date hereof, DT will advise NAB of the precise number of shares of Class A Stock so transferred to NAB pursuant hereto. Section 2. Further Action. The parties agree upon request to execute any further documents or instruments and to take any other action necessary or desirable to carry out the purposes or intent of this Agreement. In particular, between the Transfer Time and the time on which the transfer of record ownership of the Shares to NAB shall have been reflected on the stock transfer books of Sprint, DT will hold record ownership of the Shares, and act in all respects, as the agent of NAB as the beneficial owner of the Shares. Section 3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document. Section 4. Governing Law. This Agreement shall be governed by, and interpreted 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). Section 5. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. IN WITNESS WHEREOF, this Transfer Agreement executed on behalf of the parties hereto by their respective duly authorized officers, all as of the date first above written. DEUTSCHE TELEKOM AG By:_______________________________ Name: Title: NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH By:_______________________________ Name: Dr. Joachim Peckert Title: Managing Director By:_______________________________ Name: Mr. Heinz Klesing Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----