-----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, D+m6AZIIN6/mFzDyMYphSRBIAboc6l6N5U7fa2u/DRpVCohTZg2deROWvT3INnsi P2oukddUTcr/OnOQuDbJjw== 0000950131-96-000409.txt : 19960213 0000950131-96-000409.hdr.sgml : 19960213 ACCESSION NUMBER: 0000950131-96-000409 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19960212 SROS: NONE GROUP MEMBERS: DEUTSCHE TELEKOM AG GROUP MEMBERS: FRANCE TELECOM 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-41991 FILM NUMBER: 96515896 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: P O BOX 11315 CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: NULL CITY: WESTWOOD STATE: KS ZIP: 66205 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE TELEKOM AG CENTRAL INDEX KEY: 0000946770 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D53113 BONN GERMANY STATE: I8 BUSINESS PHONE: 492281819000 MAIL ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D 53113 BONN GERMANY STATE: I8 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 SPRINT CORPORATION - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 852061407 - -------------------------------------------------------------------------------- (CUSIP NUMBER) DEUTSCHE TELEKOM AG, JOACHIM KROESKE, CHIEF FINANCIAL OFFICER, FRIEDRICH-EBERT-ALLEE 140, - -------------------------------------------------------------------------------- D-53113 BONN, GERMANY; PHONE (49-228) 181-8000 - -------------------------------------------------------------------------------- FRANCE TELECOM, HENRI CHAINTREUIL, VICE PRESIDENT, 6 PLACE D'ALLERAY, 75505 PARIS CEDEX 15, FRANCE - -------------------------------------------------------------------------------- PHONE (33-1) 44-44-19-94 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JANUARY 31, 1996 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (Continued on following page(s)) Page 1 of 27 pages SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 852061407 PAGE 2 OF 27 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Deutsche Telekom AG IRS Identification Number: N/A - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [ ] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [ ] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Germany - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 63,525,674.96 shares of Class A Preference Stock (equivalent in voting power to 61,596,583.44 shares OWNED BY of Common Stock) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 31,762,837.48 shares of Class A Preference Stock REPORTING (equivalent in voting power to 30,798,291.72 shares of Common Stock) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 63,525,674.96 shares of Class A Preference Stock (equivalent in voting power to 61,596,583.44 shares of Common Stock) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 100% of Class A Preference Stock. If the Class A Preference Stock is converted to Common Stock, approximately 15% of the Common Stock. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - ----------------------- --------------------- CUSIP NO.852061407 PAGE 3 OF 27 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON France Telecom IRS Identification Number: N/A - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [ ] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [ ] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 63,525,674.96 shares of Class A Preference Stock (equivalent in voting power to 61,596,583.44 shares OWNED BY of Common Stock) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 31,762,837.48 shares of Class A Preference Stock REPORTING (equivalent in voting power to 30,798,291.72 shares of Common Stock) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 63,525,674.96 shares of Class A Preference Stock (equivalent in voting power to 61,596,583.44 shares of Common Stock) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 100% of Class A Preference Stock. If the Class A Preference Stock is converted to Common Stock, approximately 15% of the Common Stock. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 OO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $1.00 per share (the "Common Stock"), of Sprint Corporation, a Kansas corporation (the "Issuer"), with its principal executive offices located at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205. The Class A Stock (as defined in Item 6) acquired by the persons filing this joint statement is convertible into Common Stock in the manner described in Item 6. ITEM 2. IDENTITY AND BACKGROUND The persons listed in numbers 1 and 2 below are persons filing this joint statement. A copy of their written agreement relating to the filing of this joint statement is filed as Exhibit 1 hereto. 1. a. Deutsche Telekom AG ("DT"), an Aktiengesellschaft formed under the laws of Germany. b. Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany. c. During the last five years, DT has not been convicted in any criminal proceeding. d. During the last five years, DT has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the directors and executive officers of DT is set forth on Schedule I attached hereto, which Schedule is incorporated herein by reference. Except as set forth on Schedule I, all of the directors and executive officers of DT are citizens of Germany. During the last five years, to the best knowledge of DT, no person named on Schedule I has been (a) convicted in a criminal proceding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding and as a result of such proceeding is or was subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 2. a. France Telecom ("FT"), an exploitant public formed under the laws of France. b. 6 place d'Alleray, 75505 Paris Cedex 15, France. c. During the last five years, FT has not been convicted in any criminal proceeding. d. During the last five years, FT has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the directors and executive officers of FT is set forth on Schedule II attached hereto, which Schedule is incorporated herein by reference. Except as set forth on Schedule II, all of the directors and executive officers of FT are citizens of France. During the last five years, to the best knowledge of FT, no person named on Schedule II has been (a) convicted in a criminal proceding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding and as a result of such proceeding is or was subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Each of FT and DT (and/or their respective designated subsidiaries) will require funds in an aggregate of up to $2.1 billion (depending on whether the Cellular Spin-Off is effected) to purchase shares of Class A Stock. In connection with the $3 billion in aggregate amount of Class A Preference Stock acquired on the Initial Issuance Date, FT and DT used cash on hand. With respect to further acquisitions of Class A Stock, if any, FT expects that such funds will be provided by cash on hand, borrowings or other sources, or a combination thereof, and DT expects that such funds will be provided by cash flow from current operations. The obligations of FT and DT under the Investment Agreement to acquire further shares of Class A Stock are not conditioned upon the ability of FT or DT to obtain financing therefor. Page 4 of 27 Pages ITEM 4. PURPOSE OF THE ACQUISITION DT and FT have entered into the investment arrangement described in Item 6 with the Issuer in order to participate and invest in the markets in which the Issuer operates and as part of the related transactions described in Item 6. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER 1. Deutsche Telekom AG (a) DT is the beneficial owner of 63,525,674.96 shares of Class A Preference Stock, representing approximately 15% of the voting power of the outstanding Common Stock. The calculation of the foregoing percentage is based on the number of shares of Common Stock shown as being outstanding on the Form 10-K Annual Report filed by the Issuer with the SEC for the year ended December 31, 1994. (b) The shares of Class A Stock (including the Class A Preference Stock) are subject to the terms and conditions of the following agreements, documents and instruments, among others, all as more fully described in Item 6: i. the Investment Agreement, dated as of July 31, 1995, as amended, among the Issuer, FT and DT (the "Investment Agreement"); ii. the Registration Rights Agreement, dated as of January 31, 1995, among the Issuer, FT and DT (the "Registration Rights Agreement"); iii. the Standstill Agreement, dated as of July 31, 1995, among the Issuer, FT and DT (the "Standstill Agreement"); iv. the Coordination Agreement, dated as of July 31, 1995, between FT and DT (the "Coordination Agreement"); v. the Joint Venture Agreement, dated June 22, 1995, as amended (the "Joint Venture Agreement"), among the Issuer, Sprint Global Venture, Inc. ("Sprint Sub"), FT, DT and Atlas Telecommunications SA ("Atlas") vi. the Stockholders' Agreement, dated as of January 31, 1995, among the Issuer, FT and DT (the "Stockholders' Agreement"); vii. the amendments to the Articles of Incorporation of the Issuer (the "Charter Amendments") approved and adopted at a special meeting of stockholders of the Issuer held on January 29, 1996, and filed by the Issuer with the Secretary of State of the State of Kansas on January 30, 1996; and viii. the amendments to the Bylaws of the Issuer (the "Bylaws Amendments") approved and adopted at a special meeting of stockholders of the Issuer held on January 29, 1996, and effective upon the Initial Issuance Date. (c) Except as described herein, there have been no transactions by DT in securities of the Issuer during the past sixty days. (d) No one other than DT is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Stock (including the Class A Preference Stock) purchased by DT. (e) Not applicable. Page 5 of 27 Pages 2. France Telecom (a) FT is the beneficial owner of 63,525,674.96 shares of Class A Preference Stock, representing approximately 15% of the voting power of the outstanding Common Stock. The calculation of the foregoing percentage is based on the number of shares of Common Stock shown as being outstanding on the Form 10-K Annual Report filed by the Issuer with the SEC for the year ended December 31, 1994. (b) The shares of Class A Stock (including the Class A Preference Stock) are subject to the terms and conditions of the following agreements, documents and instruments, among others, all as more fully described in Item 6: i. the Investment Agreement; ii. the Registration Rights Agreement; iii. the Standstill Agreement; iv. the Coordination Agreement; v. the Joint Venture Agreement; vi. the Stockholders' Agreement; vii. the Charter Amendments; and viii. the Bylaws Amendments. (c) Except as described herein, there have been no transactions by FT in securities of the Issuer during the past sixty days. (d) No one other than FT is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Stock (including the Class A Preference Stock) purchased by FT. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. PURCHASE OF CLASS A STOCK On January 31, 1996 (the "Initial Issuance Date"), at the first closing (the "First Closing") under the Investment Agreement (as defined in Item 5), each of FT and DT purchased 31,762,837.48 shares of Class A Preference Stock, par value $1.00 per share (the "Class A Preference Stock"), of the Issuer. The basic objective of the Investment Agreement is for FT and DT to purchase Class A Common Stock, par value $2.50 per share (the "Class A Common Stock" and, together with the Class A Preference Stock, the "Class A Stock"), of the Issuer representing in the aggregate approximately 20% of the voting power of the Issuer after such purchase. Under the circumstances and subject to the conditions described in more detail below, the shares of Class A Preference Stock purchased by FT and DT and/or certain of their designated subsidiaries (collectively, the "Class A Holders") are Page 6 of 27 Pages convertible into shares of Class A Common Stock, and the shares of Class A Preference Stock and the shares of Class A Common Stock are convertible into Common Stock. See, generally, the Investment Agreement attached hereto as Exhibit 2 and incorporated herein by reference. The description of the Investment Agreement contained herein is qualified in its entirety by reference to such exhibit. Purchase of Class A Preference Stock at the First Closing. On January 31, 1996, in accordance with the terms of the Investment Agreement, which provides for a formula to determine the number, type and price of shares to be purchased, FT and DT purchased $3 billion in aggregate liquidation value (and a $47.225 per share liquidation value) of shares of Class A Preference Stock on the Initial Issuance Date because (i) the Issuer's proposed spinoff of its cellular operations to the holders of Common Stock (the "Cellular Spin-Off") was pending on such date and (ii) the average closing market price (the "First Closing Average Sprint Price") of a share of Common Stock for the 20 trading day period ended 15 trading days before the Initial Issuance Date was greater than $38.963. Pursuant to the terms of the Investment Agreement, the price (as adjusted from time to time, the "Conversion Price") at which a share of Class A Preference Stock acquired by FT and DT converts into a share of Class A Common Stock is, subject to adjustment as described below, $48.704. Purchase of Class A Common Stock at the Deferred Common Stock Closing. If (i) the Cellular Spin-Off has occurred or has been abandoned, (ii) the conditions to the establishment of the Conversion Date (as defined below in "Certain Terms Relating to the Class A Preference Stock -- Conversion into Class A Common Stock") have been satisfied, and (iii) the shares of Class A Preference Stock are to be converted on the Conversion Date, unless such Conversion Date has been deferred by FT and DT as described in the following paragraph, then FT and DT, subject to certain conditions, will purchase from the Issuer additional shares of Class A Common Stock equal to the excess of (i) 86,236,036 shares over (ii) the sum of (x) the number of shares of Class A Common Stock issued upon the conversion of the outstanding shares of Class A Preference Stock and (y) the number of shares of Class A Common Stock that would have been issued in respect of shares of Class A Preference Stock previously purchased but which have been transferred to persons other than the Class A Holders or which have been redeemed. The purchase price of each such additional share of Class A Common Stock will be the Conversion Price at which shares of Class A Preference Stock were converted into shares of Common Stock. Unless otherwise agreed by the parties, the closing (the "Deferred Common Stock Closing") of such purchase will occur on the later of (i) the Conversion Date and (ii) the date on which all of the conditions precedent to such closing have been satisfied or waived. Purchase of Class A Preference Stock at the Supplemental Preference Stock Closing. As described below in "Certain Terms Relating to the Class A Preference Stock -- Conversion into Class A Common Stock"), FT and DT may elect to defer conversion of the Class A Preference Stock in accordance with the Articles of Association of the Issuer (as amended by the Charter Amendments (as defined in Item 5) thereto filed in connection with the First Closing, the "Articles") if the Conversion Price is in excess of 135% of the average closing market price (the "Average Sprint Price") of a share of Common Stock for the 20 consecutive trading day period ended on the 10th business day prior to the Conversion Date. If FT and DT elect to defer such conversion, then, subject to certain conditions, FT and DT will purchase from the Issuer additional shares of Class A Preference Stock having an aggregate liquidation value equal to the excess of (i) the product of 86,236,036 and the per share Conversion Price of the outstanding Class A Preference Stock over (ii) the aggregate liquidation value of the shares of Class A Preference Stock previously purchased. The purchase price of each such share will be equal to its liquidation value. Unless otherwise agreed by the parties, the closing (the "Supplemental Preference Stock Closing") of such purchase will occur ten business days after the later of (i) the date on which the election to defer conversion pursuant to the Articles is made and (ii) the date on which all of the conditions precedent to such closing have been satisfied or waived. Purchase of Optional Shares. Each of FT and DT will have the right, but not the obligation, to purchase from the Issuer additional shares (the "Optional Shares") of either (i) Class A Common Stock, if the Issuer has previously issued Class A Common Stock (the date on which such Class A Common Stock was first issued being referred to as the "Class A Common Issuance Date"), or (ii) Class A Preference Stock, if the Supplemental Preference Stock Closing has occurred. The number of Optional Shares that each of FT and DT will be entitled to purchase at the closing for such shares (the "Optional Shares Closing") generally will be equal to one-half of the number of shares of Class A Common Stock equal to, or one-half of the number of additional shares of Class A Preference Stock convertible into a number of additional shares of Class A Common Stock equal to, 25% of the number of shares of Common Stock issued after June Page 7 of 27 Pages 14, 1994 and on or prior to the date of the Supplemental Preference Stock Closing or the Class A Common Issuance Date, whichever first occurs (the "Investment Completion Date"). Shares of Class A Preference Stock purchased at the Optional Shares Closing will have a per share liquidation value equal to their per share purchase price and, upon the issuance of such shares at the Optional Shares Closing, the Conversion Price will be adjusted as described below in "Certain Terms Relating to the Class A Preference Stock --Conversion Into Class A Common Stock." With respect to shares of Common Stock issued after June 14, 1994 and on or prior to the Investment Completion Date, other than (subject to certain exceptions) those shares of Common Stock issued in respect of stock options, warrants or other rights in existence on or before the Initial Issuance Date or upon the conversion of any securities outstanding on or before the Initial Issuance Date, the purchase price of the Optional Shares will be based on the weighted average per unit price paid for such Common Stock. With respect to shares of Common Stock issued after June 14, 1994 and on or prior to the Investment Completion Date in respect of stock options, warrants or other rights in existence on or before the Initial Issuance Date or upon the conversion of any securities outstanding on or before the Initial Issuance Date, the purchase price of the Optional Shares will be based on the higher of (i) the per share price at which Class A Common Stock was issued and sold to FT and DT at the Class A Common Issuance Date or at which Class A Preference Stock was issued at the Supplemental Preference Stock Closing and (ii) the weighted average price paid for such Common Stock. Adjustments. The number of shares of Class A Stock to be purchased by FT and DT and the purchase price for such shares will be adjusted to reflect any stock split, subdivision, stock dividend or other reclassification, consolidation or combination of the voting securities of the Issuer or similar action or transaction occurring between June 14, 1994 and the Investment Completion Date. No such adjustment will be made in respect of the Cellular Spin-Off. In addition, the number of shares of Class A Stock to be purchased by FT and DT will be reduced by the minimum number of shares, if any, necessary to ensure that after the Investment Completion Date FT and DT will own in the aggregate no more than 20% of the sum of (i) the outstanding voting power of the Issuer and (ii) the voting power of the Issuer which FT and DT have committed to purchase. Effect of Conversion. If after the Initial Issuance Date the Fundamental Rights (as defined below in "--Conversion of Class A Common Stock; Termination of Fundamental Rights") shall have terminated as to all outstanding shares of Class A Preference Stock, or all outstanding shares of Class A Common Stock shall have converted into Common Stock, shares of Class A Stock to have been issued by the Issuer shall instead be issued as Common Stock. TERMS OF CLASS A STOCK In General The Charter Amendments establish the terms of the Class A Stock, including voting rights, and also supplement the terms of the Common Stock in order to set forth the rights of the holders of the Common Stock in relation to those of the holders of the Class A Stock. See, generally, the Charter Amendments attached hereto as Exhibit 8 and incorporated herein by reference. The description of the Charter Amendments contained herein is qualified in its entirety by reference to such exhibit. The terms of the Class A Common Stock generally will be equivalent on a per share basis to the terms of the Common Stock except for special voting and other rights of the Class A Common Stock described below. The terms of the Class A Preference Stock generally will be identical to the terms of the Class A Common Stock with respect to rights to representation on the Issuer's Board of Directors (the "Board") and disapproval rights, but will differ from the Class A Common Stock in other respects, such as the right to receive dividends and liquidation rights, voting rights and protection from dilution. Page 8 of 27 Pages Certain Terms Relating to the Class A Preference Stock Dividends. The holders of shares of Class A Preference Stock, in preference to the holders of Common Stock and of any other outstanding junior capital stock, but after payment of dividends to holders of shares of all series of Preferred Stock of the Issuer (the "Preferred Stock") that are not specifically made junior to or made to rank on a parity with the Class A Preference Stock in the payment of dividends, shall be entitled to receive, when and if declared by the Board, quarterly dividends in an amount per share equal to: (i) until the Investment Completion Date, the aggregate per share amount of all dividends and distributions declared on the Common Stock since the immediately preceding dividend payment date for the Class A Preference Stock (other than extraordinary dividends and distributions), multiplied by $47.225 and divided by the Conversion Price at the time in effect, and (ii) from and after the Investment Completion Date, the aggregate per share amount of dividends declared on the Common Stock since the immediately preceding dividend payment date for the Class A Preference Stock (or, with respect to the first dividend payment date after the Investment Completion Date, since the Investment Completion Date) multiplied by the aggregate amount paid by the Class A Holders for all outstanding shares of Class A Preference Stock, including any shares of Class A Preference Stock converted from any other form of the Issuer's capital stock, divided by the number of shares of Class A Preference Stock outstanding (such aggregate amount paid divided by the number of shares outstanding being referred to herein as the "Liquidation Preference") and divided by the Conversion Price at the time in effect. The Charter Amendments set forth details relating to the priority in payment of dividends on the Class A Preference Stock and the consequences of the Issuer's failure to pay such dividends in a timely manner. Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Issuer, the holders of any series of Preferred Stock which has not been specifically made to rank junior or on a parity with Class A Preference Stock in the distribution of assets upon liquidation, dissolution or winding-up of the Issuer will be entitled to receive their liquidation preferences before any distributions are made to the holders of the Class A Preference Stock. No distribution may be made to the holders of shares of capital stock junior to the Class A Preference Stock until the holders of the Class A Preference Stock, other than shares of Class A Preference Stock acquired by the Class A Holders upon conversion of shares of Common Stock pursuant to the Articles (the "Converted Preference Stock"), have received the Liquidation Preference per share of Class A Preference Stock. The Converted Preference Stock shall, immediately prior to such liquidation, dissolution or winding-up, automatically convert back into the number of shares of Common Stock which were converted into Converted Preference Stock pursuant to the Articles. Voting Rights. Except as may otherwise be required by law, and except in connection with the election of directors and the exercise of certain disapproval rights, the shares of Class A Preference Stock will be entitled to the number of votes equal to the number of shares of Class A Common Stock into which the then outstanding shares of Class A Preference Stock would, at the time of determination, be convertible. Anti-Dilution Provisions. The Articles provide for protection of the holders of the Class A Preference Stock against dilution relating to stock splits, mergers, exchanges and certain other dilutive transactions. Conversion into Class A Common Stock. Shares of Class A Preference Stock are convertible into shares of Class A Common Stock as described below. Timing of Conversion. Shares of Class A Preference Stock will automatically convert into Class A Common Stock (or into Common Stock if the Fundamental Rights shall have terminated as to all outstanding shares of Class A Preference Stock) at the Conversion Price on the date (the "Conversion Date") which is the earliest of (x) 35 trading days after the occurrence of the Cellular Spin-Off, (y) 30 days after the abandonment of the Cellular Spin-Off and (z) 60 days after the fifth anniversary of the Initial Issuance Date. Notwithstanding the foregoing, if after the Cellular Spin-Off occurs shares of Class A Preference Stock otherwise would be converted at a Conversion Price equal to or greater than 135% Page 9 of 27 Pages of the Average Sprint Price for the 20 trading days ended on the 10th business day prior to the Conversion Date, the Class A Holders may elect to defer the conversion until the first business day following the 30th business day after the occurrence of a period of 20 trading days in which the Conversion Price is not more than 135% of the Average Sprint Price over such period or until the Class A Holders otherwise elect to convert at the Conversion Price. Re-Fixing of Conversion Price. Effective on the date of the Cellular Spin- Off, the Conversion Price in effect immediately prior to the Cellular Spin-Off will automatically be re-fixed by deducting from such Conversion Price an amount equal to the product of (i) the quotient of $48.704 divided by the Average Sprint Price used in calculating such Conversion Price, multiplied by (ii) a base factor (the "Cellular Spin-Off Reduction Factor") used to reflect the reduction in value of the Issuer due to the Cellular Spin-Off. The Cellular Spin-Off Reduction Factor depends upon the average closing price of the common stock of the spun-off entity ("Spinco") for the 20 trading days following the Cellular Spin-Off, as adjusted to reflect the number of outstanding shares of Spinco common stock relative to the number of outstanding shares of Common Stock (the "Adjusted Cellular Price"). In general, if the Adjusted Cellular Price is between $3.25 and $7.25, the Cellular Spin-Off Reduction Factor will be $5.25; if the Adjusted Cellular Price is lower than $3.25, the Cellular Spin-Off Reduction Factor will be below $5.25; and if the Adjusted Cellular Price is higher than $7.25, the Cellular Spin-Off Reduction Factor will be higher than $5.25. The Cellular Spin-Off Reduction Factor and the ranges used to calculate such factor will be adjusted to reflect (i) the level of indebtedness to be borne by Spinco to the extent it differs from the $2.955 per share specified in the Investment Agreement, and (ii) the purchase and sale prices of any acquisitions and dispositions effected by the Issuer's cellular and wireless division prior to the Cellular Spin-Off. The Conversion Price will also be adjusted to reflect the purchase price of any additional shares of Class A Preference Stock acquired by FT and DT (i) at an Optional Shares Closing, (ii) pursuant to their equity purchase rights under the Stockholders' Agreement (as defined in Item 5) or (iii) pursuant to the automatic conversion of Common Stock into Class A Stock under the Articles. Conversion Following Certain Rights Plan Events. Upon the occurrence of certain events under the Rights Plan, dated August 8, 1989, as amended (the "Rights Plan") of the Issuer, each share of Class A Preference Stock will convert into shares of Class A Common Stock at a Conversion Price of $47.225. See also "Conversion of Class A Common Stock; Termination of Fundamental Rights." Certain Terms Relating to the Class A Common Stock Dividends. Subject to exceptions set forth in the Articles, the holders of shares of Class A Common Stock will be entitled to receive, when, as and if declared by the Board, dividends on the shares of Class A Common Stock in an amount per share equal to the per share amount of any dividend on the Common Stock. Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Issuer, after payment or provision for payment of the debts and other liabilities of the Issuer, including the liquidation preferences of any existing series of preferred or preference stock of the Issuer then outstanding, the holders of the Class A Common Stock and the holders of the Common Stock will share ratably in any remaining assets of the Issuer. Voting Rights. Except as may otherwise be required by law, and except in connection with the election of directors and the exercise of certain disapproval rights, each share of Class A Common Stock will be entitled to one vote on each matter in respect of which the holders of shares of Common Stock are entitled to vote, and the holders of shares of Class A Common Stock will vote together as a single class with the holders of shares of the Common Stock and all other classes or series of capital stock of the Issuer which have general voting power. No holder of capital stock of the Issuer, including the Class A Holders, is entitled to cumulative voting of his or her shares of capital stock in the election of any members of the Board. With respect to certain breaches of the Standstill Agreement (as defined in Item 5), FT and/or DT will not be entitled to vote any of their shares of capital stock of the Issuer with respect to the matter arising from or relating to such breach. Page 10 of 27 Pages Anti-Dilution Provisions. The Issuer may not effect any reclassification, subdivision or combination of the outstanding Class A Common Stock unless at the same time the Common Stock is reclassified, subdivided or combined so that the holders of the Common Stock remain entitled, in the aggregate, to voting power of the Issuer representing the same percentage relative to the Class A Common Stock as was represented by the Common Stock prior to such reclassification, subdivision or combination. Holders of Class A Common Stock have identical anti-dilution protection if such modifications are made to the Common Stock. In connection with such a reclassification, subdivision or combination of Common Stock, the Issuer would also be required to maintain all of the rights provided to the Class A Holders in the Articles. In addition, in the case of any consolidation or merger of the Issuer with or into any other entity (other than a merger or consolidation which does not result in any reclassification, conversion, exchange or cancellation of the Common Stock) or any other reclassification of the Common Stock into any other form of capital stock of the Issuer, each holder of Class A Common Stock will have the right to convert each share of Class A Common Stock held by it into the kind and amount of shares of stock and other securities and property which such Class A Holder would have been entitled to receive in such merger, consolidation or reclassification had such Class A Holder converted its shares of Class A Common Stock into Common Stock immediately prior to such merger, consolidation or reclassification. Associated Rights. Each share of Class A Common Stock will have attached one- half of a right issued pursuant to the Rights Plan. Certain Terms Relating to All Class A Stock Board Representation Rights As and from the Initial Issuance Date, the Class A Holders have the right to representation on the Board equal to the percentage of the Issuer's voting power owned by the Class A Holders, rounded up or down to the nearer whole number of directors. On the Initial Issuance Date, FT and DT exercised such right and elected Mr. Michel Bon and Dr. Ron Sommer to the Board. In addition, for so long as it is necessary in order to allow FT and DT to receive certain benefits under tax treaties between the United States and France and between the United States and Germany, respectively, the Class A Holders will be entitled to elect not less than 20% of the members of the Board at any time when their actual percentage of the Issuer's voting power is at least 20%. Moreover, the Class A Holders will be entitled to elect a minimum of two directors so long as the percentage of voting securities of the Issuer owned by them, plus the percentage they are committed to purchase (collectively, and determined on a basis that includes as outstanding the shares they are committed to purchase, the "Committed Percentage"), does not fall below 10% due to transfers or, if the Committed Percentage is below 10% for 180 consecutive days following a Major Issuance, until the later of (i) three years after the consummation of such Major Issuance and (ii) the Investment Completion Date. In addition, until the Investment Completion Date, so long as the aggregate liquidation value of the outstanding Class A Preference Stock is at least $1.5 billion (or a lesser amount resulting from a purchase by the Issuer of shares of Class A Preference Stock pursuant to the Stockholders' Agreement in order for the Issuer to comply with Section 310 of the Communications Act of 1934, as amended (the "Communications Act")), the Class A Holders will be entitled to elect a minimum of two directors to the Board. Unless prohibited by law or the rules of the New York Stock Exchange (the "NYSE"), the Class A Holders will be entitled to one representative on each committee of the Board. After examining the relevant circumstances, the NYSE has indicated that it would be opposed to the Class A Holders having a representative on the Audit Committee of the Board. The Articles provide that any Class A Director may be removed from office with or without cause by the affirmative vote of the holders of a majority of the outstanding shares of Class A Stock voting separately as a class or with cause by the affirmative vote of the holders of two-thirds of the outstanding voting securities of the Issuer voting as a single class. Disapproval Rights Page 11 of 27 Pages Pursuant to the terms of the Class A Stock, the Class A Holders will have the right for specified periods of time to disapprove the taking of certain actions by the Issuer. These rights will include the right to disapprove certain business transactions of the Issuer, issuances of 30% or more of the Issuer's voting power (a "Major Issuance") and certain transactions involving Major Competitors of FT/DT (as such term is defined under "Major Competitors" below). Certain Business Transactions. The Class A Holders will have the right to disapprove the following actions by the Issuer until the second anniversary of the Initial Issuance Date (through action by the holders of a majority of the shares of Class A Stock): (i) other than certain exempt transactions defined in the Articles as "Exempt Asset Divestitures" and "Exempt Long Distance Asset Divestitures", any transaction or series of related transactions resulting in divestitures of assets with a fair market value in excess of 20% of the Issuer's market capitalization as of the date of the definitive agreement relating to the last such divestiture; (ii) other than Exempt Asset Divestitures and Exempt Long Distance Asset Divestitures, any transaction or series of related transactions (including a merger or other business combination) resulting in the acquisition for cash or debt securities having a maturity of less than one year of: (A) businesses defined in the Articles as "Core Businesses", the purchase price of which exceeds 20% of the Issuer's market capitalization immediately prior to such acquisition; or (B) businesses other than Core Businesses, the purchase price of which exceeds 5% of the Issuer's market capitalization immediately prior to such acquisition, provided that if an acquisition involves both Core Businesses and other businesses and the ratio of the fair market value of the Core Businesses to be acquired to the fair market value of the other businesses to be acquired exceeds 1.75 to 1, then the Class A Holders will only be entitled to disapproval rights as set forth in clause (ii)(A) above; (iii) the issuance by the Issuer of any capital stock or debt with class voting rights and certain disapproval rights which are in scope and duration as extensive as or more extensive than the rights granted to the Class A Holders; (iv) the declaration of extraordinary cash dividends or cash distributions to stockholders of the Issuer during any one year in excess of 5% of the market capitalization of the Issuer (if the Investment Completion Date has not occurred by the end of such two-year period, the Class A Holders will continue to have the right to disapprove such dividends or distributions until the occurrence of the Investment Completion Date); (v) any merger or other business combination in which the Issuer is not the surviving parent corporation; and (vi) any Major Issuance. Beginning two years after the Initial Issuance Date, the Issuer may take any of the foregoing actions despite the disapproval of such action by FT and DT. However, if despite such disapproval the Issuer nevertheless takes any of the actions described in clauses (i), (ii), (iii), (iv) or (vi) above following the second anniversary, but prior to the fifth anniversary, of the Initial Issuance Date, the transfer restrictions described below applicable to the Class A Stock (other than those restrictions relating to transfers to a holder of more than 5% of the Issuer's voting power) will terminate, unless in the case of a Major Issuance the Class A Holders have exercised their equity purchase rights in respect of such Major Issuance. Page 12 of 27 Pages In addition, during the five-year period following the Initial Issuance Date, a Major Issuance will require the approval of two-thirds of the Independent Directors (as defined in the Articles), and after such five-year period will require the approval of a majority of the Independent Directors as long as any shares of Class A Stock are outstanding. Governing Documents, Etc. The Class A Holders will have the right to disapprove the following actions until no shares of Class A Stock are outstanding: (i) amendments to the Articles, the Bylaws of the Issuer (as amended by the Bylaws Amendments (defined in Item 5) the "Bylaws") or the Rights Plan that would adversely affect the rights of the Class A Holders under the Articles or the Bylaws; (ii) issuance by the Issuer of any capital stock or debt (including pursuant to a merger or other business combination) with more than one vote per share or otherwise having supervoting powers; (iii) any merger or other business combination involving the Issuer that results in a Change of Control (as defined below in "-- Change of Control Rights"), unless the surviving corporation expressly (x) assumes all of the Issuer's obligations to the Class A Holders with respect to the assets defined in the Articles as "Long Distance Assets" and all of the provisions of the Registration Rights Agreement (as defined in Item 5) and (y) agrees to be bound by the rights of FT, DT and their affiliates to exercise greater control over the Joint Venture (as defined in Item 6) following certain occurrences; (iv) any merger or other business combination involving the Issuer that does not result in a Change of Control, unless (x) the Issuer survives as the parent entity, or (y) the surviving corporation expressly assumes all of the Issuer's obligations in respect of the rights of the Class A Holders granted pursuant to the Articles, the Bylaws, the Stockholders' Agreement and the Registration Rights Agreement; and (v) for so long as any shares of Class A Preference Stock are outstanding, the issuance by the Issuer of shares of Preferred Stock which have rights to the payment of dividends or the distribution of assets upon the liquidation, dissolution or winding up of the Issuer senior to such rights of the Class A Preference Stock. Long Distance Assets. Until the earliest of (i) the fifth anniversary of the Initial Issuance Date, (ii) the date on which the ownership by FT and DT of the Long Distance Assets is no longer prohibited by Section 310 of the Communications Act, (iii) the date on which the FT/DT Parties elect to accept the Issuer's offer to sell all of the interests (the "Venture Interests") of the Issuer and certain of its affiliates (the "Sprint Parties") in the companies comprising the Joint Venture (the "JV Entities") following a Change of Control, and (iv) the date on which the Sprint Parties exercise their right to sell all of the Venture Interests to the FT/DT Parties following a Change of Control (such period, the "Initial Period"), no sale of a Cumulative amount of 5% or more of the fair market value of Long Distance Assets, other than Exempt Long Distance Asset Divestitures, may be consummated by the Issuer if it is disapproved by the Class A Holders. As used herein, the term "Cumulative" means a percentage representing the aggregate fair market value of all Long Distance Assets previously sold or proposed to be sold in the transaction for which such calculation is being made, divided by the fair market value of Long Distance Assets existing on the date of the definitive agreement with respect to such transaction. Major Competitors. During the ten-year period following the Initial Issuance Date, the Issuer may not consummate any transaction or take any other action that would result in, or is taken for the purpose of encouraging or facilitating, a Major Competitor of FT/DT (as defined in the Articles) having, or being granted by the Issuer, any right, permission or approval to acquire, 10% or more of the outstanding voting power of the Issuer if such transaction or action is disapproved by the Class A Holders, unless such transaction is a Strategic Merger (as defined in the Articles). Major Competitor Rights Until the tenth anniversary of the Initial Issuance Date, if a Major Competitor of FT/DT obtains securities representing 20% or more of the outstanding voting power of the Issuer as the result of a Strategic Merger, the Class A Page 13 of 27 Pages Holders will have the right to commit within 30 days after the latter of the consummation of such Strategic Merger and the Initial Issuance Date, to purchase from the Issuer or its successor in the Strategic Merger, and the Issuer or such successor will be obligated to sell to the Class A Holders after the Investment Completion Date, a number of shares of Class A Stock such that the aggregate percentage ownership of the Class A Holders shall be equal to the percentage ownership interest of such Major Competitor following the consummation of such Strategic Merger. If the Class A Holders do not so elect, (i) the Issuer will take all actions necessary to lift all restrictions imposed by the Issuer on the ability of the Class A Holders to purchase shares from third parties, (ii) the Issuer will be obligated to ensure that the Class A Holders will have rights (other than rights deriving solely from the number of shares of voting securities of the Issuer owned) in scope and duration at least as extensive as certain rights granted by the Issuer to such Major Competitor, regardless of whether the Class A Holders exercise their right to increase their ownership, and (iii) if such Major Competitor has been granted rights by the Issuer equivalent or superior to the board representation rights of the Class A Holders, the disapproval rights of the Class A Holders, the rights with respect to Major Competitors of FT/DT, the right of first offer with respect to Long Distance Assets, the equity purchase rights of the Class A Holders, and the protections provided to the Class A Holders in the event of a Change of Control or an Exclusionary Tender Offer (collectively, the "Minority Rights") of the Class A Holders, then for a period of five years following the date of closing of such transaction FT, DT, Atlas or any qualifying subsidiary of FT, DT or Atlas which owns interests in the JV Entities (collectively the "FT/DT Parties") will obtain rights which will give them greater control over the Joint Venture. Change of Control Rights If the Issuer determines to effect an Acquisition Proposal (as defined below in this paragraph), the Issuer will conduct such transaction in accordance with reasonable procedures to be determined by the Board and permit FT and DT to participate in that process on a basis no less favorable than that granted any other participant. In general, this provision is designed to permit FT and DT to participate as a bidder in such transaction on an equal basis with all other bidders seeking to acquire control of the Issuer. In addition, if the Board determines to effect a transaction involving a Change of Control, the standstill provisions applicable to FT and DT pursuant to the Standstill Agreement will terminate. If a Change of Control occurs, the Class A Holders will not be obligated to proceed with any additional purchases of Class A Stock which would have been required under the Investment Agreement. Finally, in the case of a Change of Control, the FT/DT Parties will obtain rights which will give them greater control over the Joint Venture, provided that if, at any time following such Change of Control, the Sprint Parties offer to sell all of their Venture Interests to the FT/DT Parties at a price equal to the appraised value thereof, and the FT/DT Parties decline such offer, then, at such time, such rights will terminate. During the two year period beginning on the fifth anniversary of the consummation of a Change of Control, the Sprint Parties will have the right to require the FT/DT Parties to purchase all of the Venture Interests of the Sprint Parties at the appraised value thereof. If the FT/DT Parties accept such offer or such right is exercised by the Sprint Parties, the disapproval rights of the Class A Holders with respect to the Long Distance Assets of the Issuer will terminate. As used herein, an "Acquisition Proposal" means a determination by the Issuer to sell all or substantially all of its assets or not to oppose a third-party tender, exchange or other purchase offer for more than 35% of the voting power of the Issuer or to sell control of the Issuer or to effect a merger or other business combination, the result of which would be a 35% or larger stockholder (other than FT, DT and those majority-owned subsidiaries of FT and/or DT which satisfy certain criteria ("Qualified Subsidiaries")) in the resulting entity. A "Change of Control" means: (i) a decision by the Board to sell control of the Issuer or not to oppose a third party tender offer for the Issuer's voting securities representing more than 35% of the voting power of the Issuer, or (ii) a change in the identity of the majority of the Board due to (x) a proxy contest (or the threat to engage in a proxy contest) or the election of directors by the holders of Preferred Stock, or (y) any unsolicited tender, exchange or other purchase offer which has not been approved by a majority of the Independent Directors, Page 14 of 27 Pages except that neither a Strategic Merger nor any transaction between the Issuer and FT and/or DT shall be deemed to be a Change of Control. Exclusionary Tender Offer Rights In addition to the rights of the Class A Holders upon a Change of Control, if the Board determines not to oppose a tender offer by a person other than FT, DT or their respective affiliates for 35% or more of the Issuer voting power which does not permit the Class A Holders to sell an equal or greater percentage of their shares as the other holders of the voting securities of the Issuer are permitted to sell (an "Exclusionary Tender Offer"), the Class A Holders will have the right (but not the obligation) to cause the conversion into Common Stock of all or part of the shares of Class A Stock held by them. Upon such election, each share of Class A Common Stock so designated will automatically convert into one duly issued, fully paid and nonassessable share of Common Stock and each share of Class A Preference Stock will automatically convert into, generally, a number of shares of Common Stock equivalent to the number of shares of Class A Common Stock into which it would be convertible. In the event of an Exclusionary Tender Offer in which the Class A Holders do not elect to convert their shares of Class A Stock into Common Stock as described above, upon the completion of the purchase by a third party of securities representing not less than 35% of the Issuer's voting power in such Exclusionary Tender Offer, the Class A Holders will have the option to require the Issuer to purchase at the tender offer price all, but not less than all, of the shares that they were unable to tender on the same basis as the other stockholders, unless under the terms of the tender offer such Class A Holders are entitled to receive publicly traded securities and/or cash in an equivalent amount in a business combination transaction required to be effected within 90 days after the consummation of the tender offer. Equity Purchase Rights The Stockholders' Agreement provides that, following the Investment Completion Date and for so long as the Committed Percentage of the Class A Holders is not less than 10% for more than a specified period and unless such right is otherwise terminated, when the Issuer issues additional shares of Common Stock or other voting securities each of the Class A Holders will have the right, subject to certain restrictions, to maintain its proportionate ownership of the Issuer's voting power (based on such Class A Holder's Committed Percentage) by purchasing additional shares of Class A Stock from the Issuer. See, generally, the Stockholders' Agreement attached hereto as Exhibit 7 and incorporated herein by reference. The description of the Stockholders' Agreement contained herein is qualified in its entirety by reference to such exhibit. The purchase price for such shares will depend upon the nature of the issuance which gives rise to such purchase right, as provided in the Stockholders' Agreement. Major Issuance Rights The Stockholders' Agreement provides that, if the Committed Percentage of the Class A Holders is diluted to less than 10% of the outstanding voting power of the Issuer as a result of a Major Issuance, the Class A Holders will be entitled, in addition to any equity purchase rights referred to above entitling them to purchase shares from the Issuer to increase their ownership of the outstanding voting power of the Issuer, during the three-year period following the consummation of such Major Issuance to increase their Committed Percentage to 10% of the outstanding voting power of the Issuer if within 180 days after such Major Issuance (or, if Class A Preference Stock is outstanding and if the Initial Issuance Date has not yet occurred, within 180 days of the Initial Issuance Date), the Class A Holders commit to the Issuer to increase their interest to 10% of the outstanding voting power of the Issuer through purchases from third parties. Long Distance Assets Rights The Stockholders' Agreement provides that, following the Initial Period and prior to the tenth anniversary of the Initial Issuance Date, with certain exceptions, if a disposition of Long Distance Assets by the Issuer would result in the disposition of a Cumulative amount of 30% or more of the fair market value of Long Distance Assets since the date of Page 15 of 27 Pages the Investment Agreement, the Class A Holders will have a right of first offer with respect to the assets of which the Issuer proposes to dispose, unless such right of first offer has been otherwise terminated. In connection with such a disposition, for so long as the restrictions contained in Section 310 of the Communications Act apply, FT and DT will have the right to assign their right to purchase such Long Distance Assets to a buyer (a "Qualified LD Purchaser") having the legal and financial capacity to buy such assets which would not be a Major Competitor of Sprint (as defined below in "Conversion of Class A Common Stock; Termination of Fundamental Rights -- Conversion Following Breach of Joint Venture Agreement") based on the business of the Issuer following such disposition. Upon learning the identity of the prospective Qualified LD Purchaser proposed by FT and DT, the Issuer will be entitled to abandon the disposition which gave rise to such right in FT and DT. Registration Rights The Class A Holders have been granted certain registration rights by the Issuer pursuant to the Registration Rights Agreement. See, generally, the Registration Rights Agreement attached hereto as Exhibit 3 and incorporated herein by reference. The description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to such exhibit. The holders of a majority of the Class A Stock will be entitled to demand one registration in any 12-month period, up to a maximum of seven registrations. The Issuer will be responsible for the registration expenses in connection with the first five of such registrations; the holders of the Class A Stock requesting registration will be responsible for the registration expenses in connection with the remaining two registrations. The Issuer is not required to effect any registration unless the market value of the Class A Stock requested to be registered exceeds $200 million. The holders of the Class A Stock will also have the right to participate in all registrations of Common Stock by the Issuer on behalf of itself or any other party, other than registrations on Forms S-4 or S-8, registrations in connection with an exchange offer or offerings solely to the Issuer's existing stockholders or pursuant to dividend reinvestment plans or dividend reinvestment and stock purchase plans. Transfer Restrictions Pursuant to the Stockholders' Agreement, the Class A Holders have agreed not to transfer any equity interests in the Issuer until the fifth anniversary of the Initial Issuance Date, except for transfers to FT, DT, Qualified Subsidiaries, and in certain circumstances, Qualified Stock Purchasers (such permitted transfers being "Section 2.2 Transfers"). After the general prohibition on transfers is no longer applicable, until such time as the sum of (i) the Committed Percentage of the Class A Holders and (ii) the percentage of the voting power of the Issuer represented by voting securities of the Issuer which the Class A Holders have the right to commit to purchase pursuant to the Investment Agreement and the Stockholders' Agreement is less than 3 1/2% of the outstanding voting power of the Issuer for more than 150 days, no Class A Holder may make any transfer to, or resulting in, a holder of more than 5% of the voting power of the Issuer, other than in an underwritten public offering. In connection with any such public offering, a Class A Holder may not to the best of its knowledge (i) sell more than 2% of the outstanding voting power of the Issuer to any person or group that, prior to such sale, owned 3% or more of such voting power of the Issuer, (ii) sell more than 5% of the outstanding voting power of the Issuer to any person or group or (iii) sell to a person or group required under Section 13(d) of the Exchange Act to file a Schedule 13D with respect to the Issuer (a "Schedule 13D Filer") or to a person or group who, as a result of such sale, would become a Schedule 13D Filer. So long as the sum of (i) the Committed Percentage of the Class A Holders and (ii) the percentage of the voting power of the Issuer which the Class A Holders have the right to commit to purchase pursuant to the Investment Agreement and the Stockholders' Agreement is greater than 5%, but less than 9% (immediately following a transfer of shares of Class A Stock by the Class A Holders) or 10% (for more than 150 days immediately following the issuance of additional voting securities of the Issuer other than pursuant to a Major Issuance), no Class A Holder may transfer shares of Class A Stock representing more than 1% of the voting power of the Issuer to any one person or group of persons in any transaction or series of transactions, except in connection with a public offering, or transfer shares other than in a public offering to any "Major Competitor of Sprint." Page 16 of 27 Pages Each proposed sale by the Class A Holders of equity securities of the Issuer to a third party, other than Section 2.2 Transfers, will be subject to the rights of first offer and first refusal specified in the Stockholders' Agreement. In the event of a Change of Control resulting from a determination by the Board to sell all or substantially all of the assets of the Issuer (or not to oppose a third-party tender offer for more than 35% of the Issuer's voting power) or to sell control of the Issuer or to effect a merger or other business combination, the result of which is a 35% or larger stockholder (other than FT, DT or any of their Qualified Subsidiaries) in the resulting entity the Class A Holders generally will have the right to sell their shares of Class A Stock in such transaction free of any restriction on transfer (except for transfers to large holders) set forth in the Stockholders' Agreement. The transfer restrictions (other than those relating to transfers to large holders) and the rights of first offer and first refusal will terminate (i) if the Joint Venture is terminated due to a material breach by the Issuer, (ii) on the first anniversary of a termination of the Joint Venture for any reason other than a material breach by the Issuer or the FT/DT Parties, (iii) if the Issuer breaches certain material provisions of the Investment Agreement or the related documents, (iv) if the Issuer proceeds with a transaction involving an Acquisition Proposal, (v) if the Class A Holders own shares (A) representing less than 10% of the outstanding Common Stock and the Class A Common Stock for 150 days due to share issuances by the Issuer (other than a Major Issuance), or (B) representing less than 9% of the outstanding Common Stock and the Class A Common Stock due to sales by the Class A Holders (provided that the Issuer's right of first offer shall continue until the Class A Holders own or are committed to acquire or have the right to commit to acquire less than 5% of the voting power of the Issuer), (vi) if the Class A Holders own shares representing less than 10% of the outstanding Common Stock and Class A Common Stock as a result of a Major Issuance and the Class A Holders fail to exercise their right to purchase additional Class A Common Stock in connection therewith, (vii) if there is a greater than 20% holder of voting securities of the Issuer (other than the Class A Holders) or there is a Change of Control, or (viii) if the Issuer undertakes certain transactions between the second and fifth anniversaries of the Initial Issuance Date notwithstanding the disapproval of FT and DT (other than with respect to a Major Issuance following which the Class A Holders exercise their equity purchase rights with respect thereto). Standstill Restrictions As a condition to entering into the Investment Agreement, FT, DT and the Issuer have entered into the Standstill Agreement. See, generally, the Standstill Agreement attached hereto as Exhibit 4 and incorporated herein by reference. The description of the Standstill Agreement contained herein is qualified in its entirety by reference to such exhibit. The Standstill Agreement imposes restrictions on the ability of FT and DT and their respective "affiliates" and "associates" (as defined in the Standstill Agreement) to acquire additional voting power in the Issuer that would result in FT, DT and their respective affiliates and associates beneficially owning more than 20% of the Issuer's voting power during the first fifteen years following the date of the Standstill Agreement (the "Initial Percentage Limitation") and more than the lesser of (i) 30% of the Issuer's voting power and (ii) that percentage of the Issuer's outstanding voting securities equal to 80% of the Foreign Ownership Limitation (as defined below) (the "Subsequent Percentage Limitation," and together with the Initial Percentage Limitation, the "Percentage Limitations"). For purposes of the Standstill Agreement, the "Foreign Ownership Limitation" means the maximum aggregate percentage of the Issuer's voting securities 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 the Issuer or any of its affiliates to conduct any portion of the business of the Issuer or such affiliate, as such maximum aggregate percentage may be increased from time to time by amendments to Section 310 or by actions of the FCC. In addition, the Standstill Agreement imposes restrictions on the ability of FT, DT and their respective affiliates and associates to initiate or participate in proposals with respect to the control of the Issuer. The term "associate" in the Standstill Agreement generally has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act, except that such definition has been limited with respect to the "associates" of FT and DT for purposes of the Standstill Agreement. Under the Standstill Agreement, FT and DT and their respective affiliates generally will be permitted, subject to the Rights Plan, to increase their beneficial ownership beyond the applicable Percentage Limitation to the extent Page 17 of 27 Pages required to match the percentage ownership of voting securities of the Issuer owned by any other shareholder, provided that the beneficial ownership of FT and DT and their respective affiliates does not exceed 80% of the Foreign Ownership Limitation. In addition, neither FT nor DT shall be deemed in violation of the beneficial ownership restriction if the beneficial ownership of the Issuer's voting securities by FT and DT exceeds the applicable Percentage Limitation solely due to (i) an acquisition of the Issuer's voting securities by the Issuer, unless FT and DT have previously been notified of such acquisition, or (ii) purchases by FT and DT of voting securities of the Issuer in reliance on information regarding the number of outstanding voting securities of the Issuer provided by the Issuer to FT and DT, unless FT and DT have previously been notified that such information is incorrect. If an acquisition by FT or DT or their respective affiliates and associates of beneficial ownership of additional voting securities of the Issuer otherwise permitted by the Standstill Agreement is prohibited because it would result in FT or DT and their respective affiliates and associates beneficially owning a percentage of the outstanding voting securities of the Issuer greater than that percentage equal to 80% of the Foreign Ownership Limitation, then in accordance with the terms of the Stockholders' Agreement, FT and DT may assign their rights to purchase the additional shares of voting securities of the Issuer they would otherwise be entitled to purchase under the Standstill Agreement to an entity that FT and DT reasonably believe has the legal and financial ability to purchase such shares and that would not be an Alien or a Major Competitor of Sprint immediately following such purchase (a "Qualified Stock Purchaser"). The Standstill Agreement provides a number of other restrictions on the actions or public announcements which may be undertaken or made by FT, DT and their respective affiliates and associates. FT and DT have agreed to cause (i) their Qualified Subsidiaries which acquire shares of Class A Stock, (ii) each person other than FT, DT or a passive financial institution which acquires an equity interest in a Qualified Subsidiary (each, a "Strategic Investor"), and (iii) each Qualified Stock Purchaser which acquires any shares of Class A Stock, in each case to execute a standstill agreement prior to and as a condition to the effectiveness of such acquisition. Redemptions Outstanding shares of Common Stock held by Aliens (as defined in the Communications Act) and, in certain circumstances, Class A Stock held by Aliens may be redeemed at prices provided in the Articles by action of the Board to the extent necessary, in the judgment of the Board, to comply with Section 310 of the Communications Act. Shares of Class A Stock may be redeemed only if, and only to the extent that, the outstanding shares of Class A Stock represent votes constituting greater than 20% of the aggregate voting power of the Issuer immediately prior to the time of such redemption. In addition, prior to redeeming shares of Class A Stock, the Issuer is required to consult in good faith with the Class A Holders to consider alternatives to redemption, and the Issuer may not redeem such shares unless the Independent Directors determine in good faith that, after considering all reasonable alternatives, the failure to redeem such shares would have a material adverse effect on the Issuer. For so long as the Class A Preference Stock is outstanding, the Issuer is not authorized to redeem shares of Class A Preference Stock to the extent such redemption would result in the Class A Holders owning shares of Class A Preference Stock with an aggregate liquidation value of less than $1.5 billion. However, to the extent the Class A Preference Stock represents more than 20% of the Issuer's voting power, the Issuer may require the Class A Holders to sell to the Issuer such number of shares of Class A Preference Stock as in the reasonable good faith judgment of the Board is necessary to comply with the requirements of Section 310 of the Communications Act, even if such sale would result in the Class A Preference Stock having an aggregate liquidation value of less than $1.5 billion. Conversion of Class A Common Stock; Termination of Fundamental Rights As discussed below, under certain circumstances, shares of Class A Common Stock will automatically convert into shares of Common Stock, or, if any shares of Class A Preference Stock are outstanding, the rights of the holders of the Class A Preference Stock to elect directors and exercise disapproval rights and the right of FT and DT to participate in a proposed Change of Control (the "Fundamental Rights") associated with such Class A Preference Stock will terminate. Page 18 of 27 Pages Conversion Following Reduction in Ownership. If, after the Investment Completion Date, the aggregate Committed Percentage of the Class A Holders is below 10% for more than 180 consecutive days other than due to sales by the Class A Holders, each outstanding share of Class A Common Stock will automatically convert into one share of Common Stock or, if shares of Class A Preference Stock are outstanding, the Fundamental Rights will terminate, unless the Committed Percentage falls below 10% for more than 180 consecutive days due to a Major Issuance, in which case the Class A Common Stock will not convert or the Fundamental Rights will not terminate, as the case may be, until the later of (i) three years after the consummation of such Major Issuance and (ii) the Investment Completion Date. If after the Investment Completion Date the Committed Percentage falls below 10% due to a sale by the Class A Holders, each outstanding share of Class A Common Stock will automatically and immediately convert into one share of Common Stock or, if any shares of Class A Preference Stock are outstanding, the Fundamental Rights will immediately terminate. Moreover, if prior to the Investment Completion Date the Class A Holders own in the aggregate less than $1.5 billion of Class A Preference Stock due to a transfer of such Class A Preference Stock by the Class A Holders (other than a transfer required by the Issuer to comply with Section 310 of the Communications Act), the Fundamental Rights will terminate. Conversion Following Breach of Certain Related Investment Documents. Except as described below, each outstanding share of Class A Common Stock will, following certain procedural steps, convert into one share of Common Stock or, if any shares of Class A Preference Stock are outstanding, the Fundamental Rights will terminate, if (i) FT, DT or any Qualified Subsidiary breaches in any material respect its obligations with respect to transfers of Class A Stock to large stockholders, (ii) FT, DT or any Qualified Subsidiary breaches in any material respect any other restriction on the transfer of Class A Stock or (iii) FT, DT or any Qualified Subsidiary breaches its obligations under certain specified provisions of the Standstill Agreement or under any standstill agreement into which such Qualified Subsidiary has entered (a "Qualified Subsidiary Standstill Agreement"), as the case may be, subject to certain procedures. Conversion Following Failure to Purchase Class A Stock. The Fundamental Rights associated with any outstanding Class A Preference Stock will terminate if any Class A Holder fails to purchase Class A Stock at any closing at which it is required to effect such a purchase. Conversion Following Breach of the Joint Venture Agreement. Except as described below, each outstanding share of Class A Common Stock will automatically convert into one share of Common Stock or, if any shares of Class A Preference Stock are outstanding, the Fundamental Rights will immediately terminate, if (i) the Sprint Parties receive the right to control the management of the Joint Venture as a result of the sale by Atlas of all or a substantial part of its telecommunications assets used to provide services to the Joint Venture to a Major Competitor of Sprint or as a result of certain breaches of the Joint Venture Agreement or the Related Joint Venture Documents or (ii) the Joint Venture is terminated due to certain actions by the FT/DT Parties. A "Major Competitor of Sprint" is defined generally as a company which materially competes with a major portion of the telecommunications services business of the Issuer in North America or the business of the Joint Venture or a company which has taken substantial steps to become such a Major Competitor. If the Joint Venture is terminated due to certain actions on the part of the Sprint Parties or if the FT/DT Parties receive the right to control the management of the Joint Venture due to certain breaches of the Joint Venture Agreement by the Sprint Parties, each share of Class A Common Stock outstanding will automatically convert into one share of Common Stock on the third anniversary of such termination or, if any shares of Class A Preference Stock are outstanding, the Fundamental Rights will terminate on such third anniversary. If the Joint Venture is terminated for reasons other than those described in the preceding paragraph or the preceding sentence, (i) on the date of such termination the Minority Rights of the Class A Holders, other than rights to representation on the Board and with respect to certain matters relating to the governing documents and related matters of the Issuer, will immediately terminate and (ii) on the third anniversary of such termination of the Joint Venture, each share of Class A Common Stock outstanding will automatically convert into one share of Common Stock or, if any shares of Class A Preference Stock are outstanding, all of the remaining Fundamental Rights will terminate. Conversion Following Change of Control. Upon the occurrence of a Change of Control (other than a Change of Control arising from a change in the identity of a majority of the Board due to (i) a proxy contest, (ii) the election of Page 19 of 27 Pages directors by the holders of the Preferred Stock, or (iii) an unauthorized tender offer not approved by a majority of the Independent Directors), the Minority Rights, except for rights as to Long Distance Assets and rights to participate in a Change of Control, will terminate. The Issuer is obligated in such a situation to negotiate in good faith with any potential acquiror of control to provide the Class A Holders with rights equivalent to the rights of the Class A Holders to representation on the Board. Upon such Change of Control, the Class A Holders will have the right, but not the obligation, to cause the conversion of their Class A Stock into Common Stock. Conversion Following Failure to Maintain Ownership Ratios. If the ratio of the number of shares of Class A Stock held either of FT or DT and its Qualified Subsidiaries to the number held by the other of FT or DT and its Qualified Subsidiaries exceeds 50/50 prior to the Investment Completion Date for more than 60 days after notice from the Issuer to FT and DT, each share of Class A Common Stock outstanding will automatically convert into one share of Common Stock or, if any shares of Class A Preference Stock are outstanding, the Fundamental Rights will terminate. Following the Investment Completion Date, such ratio may not exceed 60/40. Conversion Following Transfers to Persons Other Than FT, DT, a Qualified Subsidiary or a Qualified Stock Purchaser. If any shares of Class A Stock are transferred (other than pursuant to a transfer to FT, DT, a Qualified Subsidiary or a Qualified Stock Purchaser in accordance with the Stockholder's Agreement) without the approval of the Issuer, the shares of Class A Stock so transferred will automatically convert into shares of Common Stock. Conversion Following Actions by Qualified Stock Purchasers. If a Qualified Stock Purchaser becomes a Major Competitor of the Issuer, the shares of Class A Common Stock owned by such Qualified Stock Purchaser will immediately convert into Common Stock or, if any shares of Class A Preference Stock are owned by such Qualified Stock Purchaser, the Fundamental Rights associated with such Class A Preference Stock will terminate. In addition, if such Qualified Stock Purchaser (i) breaches in any material respect its obligations with respect to transfers of Class A Stock to large stockholders, (ii) breaches in any material respect any other restrictions on the transfer of Class A Stock or (iii) breaches its obligations under certain specified provisions of a standstill agreement into which such Qualified Stock Purchaser has entered in accordance with the Standstill Agreement (a "Qualified Stock Purchaser Standstill Agreement"), the shares of Class A Common Stock owned by such Qualified Stock Purchaser will, following certain procedural steps, immediately convert into Common Stock or, if any shares of Class A Preference Stock are owned by such Qualified Stock Purchaser, the Fundamental Rights associated with such Class A Preference Stock will terminate. Effect of Conversion of Class A Common Stock or Termination of Fundamental Rights. A conversion of Class A Common Stock into Common Stock or termination of Fundamental Rights will in most circumstances cause the termination of the disapproval rights of the Class A Holders under the Articles and the termination of the rights of the Class A Holders under the Stockholders' Agreement with respect to (a) dispositions of Long Distance Assets, (b) Changes of Control, (c) equity purchase rights, (d) Major Competitors of FT/DT, (e) Major Issuances, and (f) certain other matters. In addition, certain of the foregoing rights will be suspended if there is a suspension of the Fundamental Rights. Upon such conversion of the Class A Common Stock or the termination of the Fundamental Rights, the term of office of all Class A Directors will terminate. The vacancies resulting from such termination will be filled by the remaining Directors then in office, acting by majority vote. The shares of Class A Stock issued by the Issuer pursuant to the Investment Agreement, the Stockholders' Agreement or the Articles subsequent to a conversion of all of the shares of Class A Common Stock into Common Stock or a termination of the Fundamental Rights will automatically convert into shares of Common Stock. Conversion in Connection With An Exclusionary Tender Offer. If the Board determines not to oppose an Exclusionary Tender Offer by a person other than FT, DT or their respective affiliates, and the terms of such tender offer do not permit the Class A Holders to sell an equal or greater percentage of their shares in Class A Stock as the other stockholders of the Issuer are permitted to sell in such tender offer, the Class A Holders may require the Issuer to convert certain of their shares of Class A Stock into Common Stock. Conversion of Common Stock into Class A Stock. Unless the Fundamental Rights have been terminated with respect to all outstanding shares of Class A Preference Stock, (i) following the Class A Common Issuance Date and until Page 20 of 27 Pages the conversion of all of the shares of Class A Common Stock into shares of Common Stock, each share of Common Stock acquired by a Class A Holder will automatically convert into one share of Class A Common Stock on the date of such acquisition, and (ii) following the occurrence of the Supplemental Preference Stock Closing and prior to the Class A Common Issuance Date (the date on which Class A Common Stock was first issued being referred to as the "Class A Common Issuance Date"), each share of Common Stock acquired by a Class A Holder will automatically convert into that number of shares of Class A Preference Stock equal to the quotient of (x) the number of shares of Class A Preference Stock outstanding immediately prior to such acquisition divided by (y) the number of shares of Class A Common Stock or Common Stock into which such previously outstanding shares of Class A Preference Stock would at such time be convertible at the then applicable Conversion Price. The ability of FT and DT to acquire shares of Common Stock is limited by the Standstill Agreement. CERTAIN ADDITIONAL RELEVANT DOCUMENTS Coordination Agreement The Coordination Agreement, dated as of July 31, 1995, between FT and DT (the "Coordination Agreement") sets forth the terms on which FT and DT agree to coordinate their joint investment in the Issuer. In addition to their general undertaking to use reasonable efforts to reach consensus on coordinated action within the necessary time frames, FT and DT have agreed, among other things, as follows: (a) In the event that FT and DT are permitted to acquire additional shares of Class A Stock (other than pursuant to Sections 2.1 through 2.5 of the Investment Agreement) and Common Stock, each of FT and DT will be entitled to acquire one half of the aggregate amount thereof which they are both entitled to acquire, provided that if either of them owns less than half of such shares at such time, the party owning less shall be entitled to acquire up to all of such additional shares until both FT and DT own an equal number of voting securities of the Issuer, and provided, further, that if either FT or DT does not want to acquire any or all of such additional shares, the other of them may acquire such unwanted shares; (b) In the event that FT and DT cannot decide how to vote their Class A Stock (including how to exercise their disapproval rights) with respect to any matter despite their undertakings to do so, they generally agree to abstain from voting their Class A Stock with respect to such matter; (c) FT and DT will alternate between themselves from year to year (with the first year being determined by lot) the right to appoint an extra director to the Board at such times as they are entitled to appoint an odd number of directors to the Board, and will alternate in a manner to be determined their right to appoint one or an odd number of directors to committees of the Board; (d) In the event that FT and DT are entitled to acquire all or part of the Long Distance Assets, each of FT and DT will be entitled to acquire an equal undivided interest in such assets, provided that if either FT or DT does not want to acquire any or all of its share of such Long Distance Assets the other of them may acquire such unwanted share; (e) In the event that FT and DT are entitled to propose a transaction resulting in a Change of Control of the Issuer, both parties agree to make such proposal jointly or not at all. If one party desires to make a proposal alone, it will not be entitled to proceed without the other's consent. Subject to applicable fiduciary and other duties, if one of them has made a permitted Change of Control proposal the other of them will not transfer its Class A Stock into such a proposal made by a third party; (f) In the event that FT or DT propose to sell any of their shares of Class A Stock, the other of them shall generally have a right of first refusal to acquire such shares; and (g) Each of FT and DT have agreed to indemnify the other for Indemnifiable Losses (as defined in the Coordination Agreement) caused by it as the result of breaches by it of the Coordination Agreement, the Investment Agreement, and the related documentation, among other matters. Page 21 of 27 Pages See, generally, the Coordination Agreement attached hereto as Exhibit 5 and incorporated herein by reference. The description of the Coordination Agreement contained herein is qualified in its entirety by reference to such exhibit. Joint Venture Agreement - ----------------------- Concurrently with the First Closing under the Investment Agreement, the Issuer, FT and DT also consummated a closing under the Joint Venture Agreement, dated June 22, 1995, as amended (the "Joint Venture Agreement"), among the Issuer, Sprint Global Venture, Inc. ("Sprint Sub"), FT, DT and Atlas. The Issuer, Sprint Sub, FT, DT and Atlas are collectively referred to as the "Joint Venture Parties." The Joint Venture Parties entered into the joint venture (the "Joint Venture") for the purpose of providing certain global telecommunications services (the "Joint Venture Services") from time to time, which at the outset of the Joint Venture will include (i) global international data, voice and video business services for multinational companies and business customers, (ii) international services for consumers, initially based on card services for travelers, and (iii) a "carrier's carrier" business which will provide certain transport services for the Issuer, FT, DT and other carriers. The Joint Venture Services will be distributed in the rest of Europe (other than France and Germany) by a group of JV Entities referred to as the "ROE Group" and in the rest of the world (other than Europe and the United States) by a separate group of JV Entities referred to as the "ROW Group." The Joint Venture Parties also formed an additional group of JV Entities referred to as the "GBN Group" to own and operate a global transmission network over which the Joint Venture Services and other traffic will be routed as agreed by the Joint Venture Parties, subject to applicable law and to existing arrangements of the Joint Venture Parties. With respect to the ROW Group and the GBN Group, each of Sprint Sub and Atlas initially will own, directly or indirectly, 50% of the outstanding voting equity of the parent entity of each such group. With respect to the ROE Group, Sprint Sub and Atlas initially will own, directly or indirectly, 33-1/3% and 66-2/3%, respectively, of the voting equity of the parent entity of such group. See, generally, the Joint Venture Agreement attached hereto as Exhibit 6 and incorporated herein by reference. The description of the Joint Venture Agreement contained herein is qualified in its entirety by reference to such exhibit. Bylaws Amendments - ----------------- The amendments to the Bylaws of the Issuer (the "Bylaws Amendments") approved and adopted at a special meeting of stockholders of the Issuer held on January 29, 1996, and effective upon the Initial Issuance Date, reflected the establishment of the Class A Stock and the directors to be elected by the Class A Holders. The Bylaws Amendments also add a provision requiring a majority of the Board to be Independent Directors. See, generally, the Bylaws Amendments attached hereto as Exhibit 9 and incorporated herein by reference. The description of the Bylaws Amendments contained herein is qualified in its entirety by reference to such exhibit. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS - ------- -------------------------------- Exhibit 1 Joint Filing Agreement, dated February 9, 1996, between France Telecom and Deutsche Telecom AG relating to the filing of this joint Schedule 13D statement. Exhibit 2 Investment Agreement, dated as of July 31, 1995, as amended November 21, 1995, among Sprint Corporation, France Telecom and Deutsche Telekom AG. Exhibit 3 Registration Rights Agreement, dated January 31, 1996, among Sprint Corporation, France Telecom and Deutsche Telekom AG. Exhibit 4 Standstill Agreement, dated as of July 31, 1995, among Sprint Corporation, France Telecom and Deutsche Telekom AG. Page 22 of 27 Pages Exhibit 5 Coordination Agreement, dated as of July 31, 1995, between France Telecom and Deutsche Telekom AG. Exhibit 6 Joint Venture Agreement, dated June 22, 1995, as amended January 31, 1996, among Sprint Corporation, Sprint Global Venture, Inc., France Telecom, Deutsche Telekom AG and Atlas Telecommunications SA. Exhibit 7 Stockholders' Agreement, dated January 31, 1996, among Sprint Corporation, France Telecom and Deutsche Telekom AG. Exhibit 8 Charter Amendments Exhibit 9 Bylaws Amendments All material to be filed as exhibits to this Schedule 13D are enclosed herein. Page 23 of 27 Pages 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: February 12, 1996 DEUTSCHE TELEKOM AG By: /s/ Joachim Kroeske ----------------------------- Title: Chief Financial Officer Page 24 of 27 Pages 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: February 12, 1996 FRANCE TELECOM By: /s/ H. Chaintreuil ----------------------------- Page 25 of 27 Pages Schedule I Directors and Executive Officers of Deutsche Telekom AG I. Vorstand - ----------- Dr. Ron Sommer Lothar Holzwarth Vorstandsvorsitzender Mitglied im Betriebsrat bei der Deutsche Telekom AG Telekom Niederlassung 2 Stuttgart Postfach 20 00 Postfach 50 20 20 53105 Bonn 70369 Stuttgart Detlef Buchal Dr. sc. techn. Dieter Hundt Deutsche Telekom AG Geschaftsfuhrender Gesellschafter Postfach 20 00 Allgaier-Werker GmbH & Co. KG Postfach 40 53105 Bonn 73062 Uhingen Frerich Gorts Vorstandsmitglied Dipl. Ing. Franz-Josef Klare Deutsche Telekom AG Deutsche Postgewerkschaft Postfach 20 00 Lortzingstr. 13 53105 Bonn 48145 Munster Dr. Hagen Hultzsch Bundesminster a.D. Vorstandsmitglied Dr. Ing. Paul Kruger, MdB Deutsche Telekom AG Bundeshaus Postfach 20 00 53113 Bonn 53105 Bonn Rolf-Dieter Leister Dr. Joachim Kroske Vorsitzender des Aufsichtsrates Vorstandsmitglied der Deutschen Telekom AG Deutsche Telekom AG Postfach 20 00 Postfach 20 00 53105 Bonn 53105 Bonn Dr. h.c. Andre Leysen Dr. Herbert May Vorsitzender des Aufsichtsrats Vorstandsmitglied der AGFA-GEVAERT Deutsche Telekom AG Septe Straat 27 Postfach 20 00 B-2640 Mortsel 53105 Bonn Michael Loffler Dipl. Ing. Gerd Tenzer Stellvertr. Vorsitzender Vorstandsmitglied des Betriebsrats Deutsche Telekom AG Telekom Niederlassung Leipzig Postfach 20 00 Grimmaische Steinweg 9 53105 Bonn 04103 Leipzig II. Aufsichtsrat Maud Pagel - ---------------- Stellvertr. Vorsitzende des Gesamtbetriebsrats Veronika Altmeyer der Deutschen Telekom AG stellvertr. Vorsitzende des Auf- Friedrich-Ebert-Allee 140 sichtsrats der Deutschen Telekom AG Deutsche Postgewerkschaft 53113 Bonn Postfach 71 02 38 60525 Frankfurt/M. Dr. Klaus Gotte Vorsitzender des Vorstands der MAN AG Dipl. Ing. Ungerer Str. 69 Paul Burkhart Prasident der 80805 Munchen Direktion Telekom Stuttgart Postfach 10 10 40 Klaus Pleines 70009 Stuttgart Bezirksleiter der Deutschen Postgewerkschaft Bezirk Koblenz/Trier Gert Becker Postfach 405 Vorsitzender des Vorstands der Degussa AG 56004 Koblenz 60287 Frankfurt/M. Will Russ Bundesvorsitzender des Deutschen Parlamentarischer Staatssekretar Postverbandes Rainer Funke. MdB Schaumburg-Lippe-Str. 5 Bundesministerium fur Justiz Heinemannstr. 6 53113 Bonn 53175 Bonn Ursula Steinke Mitglied im Betriebsrat Hans Gimstein (SCZ) Vorsitzender des Gesamtbetriebstrats Bunsenstr. 29 der Deutschen Telekom AG Friedrich-Ebert-Allee 140 24145 Kiel 53113 Bonn Prof. Dr. h.c. Dieter Stolte Indendant des ZDF Prof. Dr. Peter Glotz Postfach 40 40 Bundeshaus 55100 Mainz 53113 Bonn Dr. Gert Haller Sprecher der Geschaftsfuhrung der Wustenrot Holding GmbH 71630 Ludwigsburg Page 26 of 27 Pages Schedule II Directors and Executive Officers of France Telekom 1. Highest ranking executives of France Telecom Michel Bon Mr. Francois GRAPPOTTE President President Directeur General de Chairman LEGRAND Societe LEGRAND Charles Rozmaryn 128, av. due Marcchal Directeur General de Lattre -de- Tassigny Chief Executive Officer 87045 Limoges Cedex Jean-Jacques Damlamian Mr. Yannick d'ESCATHA Directeur Executif de la Branche Administrateur General Developpement du CEA Group Executive CEA 31-33, rue de la Federation Jean-Yves Gouiffes 75752 Paris Cedex 15 Directeur Executif de la Branche Rescau Mr. Marc LADREIT de LACHARRIERE Group Executive President de FIMALAC FIMALAC Jacques Champeaux 97, rue de Lille Directeur Executif de la Branche 75007 Paris Enterprises Group Executive Mr. Michel BON President de France Telecom Jean-Francois Pontal Directeur Executif da la Branche Mr. Francis BRUN-BUISSON Grand Public Chef du Service Juridique et Group Executive Technique de l'Information Service Juridique et 2. Members of the Board of France Telecom Technique de l'Information 69, rue de Varenne Mr. Pierre PEUCH 75007 Paris Employee of France Telecom Mr. Christophe BLANCHARD-DIGNAC Mr. Jean-Francois DAVOUST Directeur du Budget Employee of France Telecom Ministere des Finances Direction du Budget Mrs. Monique MARTIN 139 rue de Bercy Employee of France Telecom 75572 Paris Cedex 12 Mrs. Francine BAVAY Mr. Michel BLANGY Employee of France Telecom Directeur General de l'Administration Mr. Christophe AGUITON Ministere de l'Interieur Employee of France Telecom 1 Bis, place des Saussaics 75800 Paris Mr. Raymond DURAND Employee of France Telecom Mr. Pierre LESTRADE Inspecteur General Mr. Roland SAINT-CRIQ Ministere des Postes et Employee of France Telecom Telecommunications et de l'Espacc Mr. Gilles MORTIER Inspection Generale Directeur de la Federation 20, avenue de Segur des Familles Rurales 75700 Paris Federation des Familles Rurales 7. Cite d'Antin Mr. Didier LOMBARD 75009 Paris Directeur General Direction des Strategies Mr. Eric HAYAT Industrielles Directeur General Adjoint de Ministere de l'Industrie STERIA ct President de et du Commerce Exterieur Syntec-Informatique STERIA Mr. Thierry AULAGNON 12, rue Paul Dautier Chef du Service des 78140 Velizy Financements et des Syntec-Informatique participations Ministere des Finances Mr. Simon NORA Direction du Tresor Conseiller Banque Lehman Brothers Mr. Pierre POTIER 56, rue du Fg Saint Honore Directeur General 75008 Paris de la recherche et de la Technologic Direction Generale de la Recherche et de la Technologic 1, rue Descartes 75231 Paris Cedex 05 Page 27 of 27 Pages EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 --------- AGREEMENT OF JOINT FILING ------------------------- Deutsche Telekom AG and France Telecom hereby agree that the Statement on Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d- 1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended. Dated: February 12, 1996. DEUTSCHE TELEKOM AG By: /s/ Joachim Kroeske ------------------------------- Title: Chief Financial Officer By: /s/ Juergen Bohm ------------------------------- Title: Executive Vice President FRANCE TELECOM By: /s/ H. Chaintreuil ------------------------------- EX-99.2 3 INVESTMENT AGREEMENT EXHIBIT 2 --------- INVESTMENT AGREEMENT AMONG SPRINT CORPORATION, FRANCE TELECOM AND DEUTSCHE TELEKOM AG DATED AS OF JULY 31, 1995 1 TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS..................................................... 5 ARTICLE II PURCHASE AND SALE OF SHARES.................................... 23 Section 2.1. First Closing............................................ 23 Section 2.2. Additional Preference Stock Closing...................... 26 Section 2.3. Supplemental Preference Stock Closing.................... 28 Section 2.4. Deferred Common Stock Closing............................ 28 Section 2.5. Purchases of Optional Shares............................. 29 Section 2.6. Antidilution............................................. 31 Section 2.7. Reduction of Purchased Shares............................ 31 Section 2.8. Effect of Conversion..................................... 31 ARTICLE III CONDITIONS TO THE FIRST CLOSING............................... 32 Section 3.1. Conditions to Each Party's Obligations................... 32 Section 3.2. Conditions to the Buyers' Obligations.................... 33 Section 3.3. Conditions to the Company's Obligations.................. 35 ARTICLE IV CONDITIONS TO AN ADDITIONAL PREFERENCE STOCK CLOSING, SUPPLEMENTAL PREFERENCE STOCK CLOSING AND DEFERRED COMMON STOCK CLOSING................................. 35 Section 4.1. Condition to Each Party's Obligations.................... 35 Section 4.2. Conditions to the Buyers' Obligations.................... 36 Section 4.3. Conditions to the Company's Obligations.................. 37 Section 4.4. Effect of Certain Breaches............................... 38 ARTICLE V CONDITIONS TO THE OPTIONAL SHARES CLOSING....................... 38 Section 5.1. Condition to Each Party's Obligations.................... 38 Section 5.2. Conditions to the Buyers' Obligations.................... 38 Section 5.3. Conditions to the Company's Obligations.................. 40 Section 5.4. Effect of Certain Breaches............................... 41 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................. 41 Section 6.1. Organization, Qualification, Etc......................... 41 Section 6.2. Capital Stock and Other Matters.......................... 41 Section 6.3. Validity of Shares....................................... 42 Section 6.4. Corporate Authority; No Violation........................ 42 Section 6.5. Company Reports and Financial Statements................. 43 Section 6.6. Absence of Certain Changes or Events..................... 43 Section 6.7. Investigations; Litigation............................... 43 Section 6.8. Proxy Statement; Other Information....................... 44 Section 6.9. Certain Tax Matters...................................... 44 Section 6.10. Amendments of the Rights Agreement....................... 44 Section 6.11. Other Registration Rights................................ 44 Section 6.12. Takeover Statutes........................................ 44 Section 6.13. Vote Required; Board Recommendation...................... 45 Section 6.14. Long Distance Business................................... 45 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE BUYERS.................. 45 Section 7.1. Representations and Warranties of FT..................... 45 Section 7.2. Representations and Warranties of DT..................... 47
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PAGE ---- ARTICLE VIII COVENANTS OF THE COMPANY.................................... 48 Section 8.1. Conduct of Business by the Company...................... 48 Section 8.2. Access and Information.................................. 49 Section 8.3. No Solicitation, Etc.................................... 49 Section 8.4. Stockholders Approval................................... 50 Section 8.5. Proxy Statement Filings................................. 50 Section 8.6. Use of Proceeds......................................... 50 Section 8.7. Advice of Changes....................................... 50 Section 8.8. No Action Relating to Takeover Statutes; Applicability of Future Statutes and Regulations..................... 51 Section 8.9. Spin-offs............................................... 51 Section 8.10. Conduct of Business of Cellular......................... 51 ARTICLE IX OTHER AGREEMENTS.............................................. 52 Section 9.1. Information for Inclusion in the Proxy Statement........ 52 Section 9.2. Further Assurances...................................... 53 Section 9.3. Public Announcements.................................... 53 Section 9.4. Notification............................................ 54 Section 9.5. Brokers or Finders...................................... 54 Section 9.6. Notice of Proposals Regarding Acquisition Transactions.. 54 Section 9.7. Execution of Standstill Agreement....................... 55 Section 9.8. Confidentiality Agreements.............................. 55 Section 9.9. Actions by FT and DT in Connection with the Cellular Spin-off............................................... 55 Section 9.10. Adjustment Certificates................................. 55 ARTICLE X TERM AND TERMINATION........................................... 55 Section 10.1. Termination............................................. 55 Section 10.2. Reimbursement of Expenses............................... 57 ARTICLE XI MISCELLANEOUS................................................. 57 Section 11.1. Survival of Representations and Warranties.............. 57 Section 11.2. Assignment.............................................. 58 Section 11.3. Entire Agreement........................................ 58 Section 11.4. Expenses................................................ 59 Section 11.5. Waiver, Amendment, Etc.................................. 59 Section 11.6. Binding Agreement; No Third Party Beneficiaries......... 59 Section 11.7. Notices................................................. 59 Section 11.8. GOVERNING LAW; DISPUTE RESOLUTION; EQUITABLE RELIEF....................................... 60 Section 11.9. Severability............................................ 61 Section 11.10. Translation............................................. 61 Section 11.11. Table of Contents; Headings; Counterparts............... 62 Section 11.12. Waiver of Immunity...................................... 62 Section 11.13. Continuing Director Approval............................ 62 Section 11.14. Currency................................................ 62
EXHIBIT A--Form of Qualified Subsidiary Standstill Agreement EXHIBIT B--Form of Registration Rights Agreement EXHIBIT C--Form of Standstill Agreement EXHIBIT D--Form of Stockholders' Agreement 3 EXHIBIT E--Form of Strategic Investor Standstill Agreement EXHIBIT F--Matters to be addressed by Company Counsel Opinions (First Closing) EXHIBIT G--Matters to be addressed by FT Counsel Opinions (First Closing) EXHIBIT H--Matters to be addressed by DT Counsel Opinions (First Closing) EXHIBIT I--Matters to be addressed by Company General Counsel Opinion (Article IV Closing) EXHIBIT J--Matters to be addressed by Company General Counsel Opinion (Optional Shares Closing) EXHIBIT K--Form of Assumption Agreement SCHEDULE A--Associate Positions of FT SCHEDULE B--Associate Positions of DT SCHEDULE C--Permitted Cellular Actions 4 INVESTMENT AGREEMENT Investment Agreement, dated as of July 31, 1995 (the "Agreement"), among Sprint Corporation, a corporation organized under the laws of Kansas (the "Company"); France Telecom, an exploitant public formed under the laws of France ("FT"); and Deutsche Telekom AG, an Aktiengesellschaft formed under the laws of Germany ("DT"). RECITALS Whereas, the Company, Sprint Global Venture, Inc., a wholly-owned subsidiary of the Company ("Sprint Sub"), FT and DT have agreed to form a joint venture (the "Joint Venture") to provide telecommunications services as provided in the Joint Venture Agreement, dated as of June 22, 1995, among FT, DT, the Company and Sprint Sub (the "Joint Venture Agreement") and to pursue various telecommunications opportunities around the world as further provided therein; and Whereas, FT and DT (each a "Buyer") desire to purchase certain shares of capital stock from the Company and the Company desires to sell such shares to FT and DT, all in accordance with the terms and conditions hereof. Now, Therefore, in consideration of the mutual covenants and obligations set forth herein, each of FT, DT and the Company (each a "Party") agrees as follows: ARTICLE I DEFINITIONS The following capitalized terms used in this Agreement shall have the following meanings: "Acquiring Person Statement" has the meaning set forth in Section 6.8(a) hereof. "Acquisition" means the acquisition by Cellular of assets (which may include the acquisition of the common equity interests in a Person) that constitute a business that, prior to such acquisition, has been operated as a company or a division or has otherwise been operated as a separate business. "Acquisition Proposal" has the meaning specified in Section 8.3(a) hereof. "Additional Preference Stock Closing" has the meaning specified in Section 2.2(b) hereof. "Additional Preference Stock Closing Date" has the meaning set forth in Section 2.2(b) hereof. "Additional Preference Stock Closing Notice" has the meaning set forth in Section 2.2(c) hereof. "Adjusted Cellular Price" means the Average Cellular Price multiplied by the Capitalization Ratio. "Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person, provided that (a) no JV Entity shall be deemed an Affiliate of any Party unless (i) FT, DT and Atlas own a majority of the Voting Power of such JV Entity and the Company does not have the Tie-Breaking Vote (as defined in Section 18.1 of the Joint Venture Agreement), or (ii) FT, DT or Atlas has the Tie-Breaking Vote; (b) FT, DT and the Company shall not be deemed Affiliates of each other; (c) Atlas shall be deemed an Affiliate of FT and DT; and (d) the term "Affiliate" shall not include any Governmental Authority of France or Germany or any other Person Controlled, directly or indirectly, by any such Governmental Authority, except in each case for FT, DT, Atlas and any other Person directly, or indirectly through one or more intermediaries, Controlled by FT, DT or Atlas. 5 "Amendment" means a Certificate of Amendment to the Articles, satisfactory in form and substance to each Party. "Applicable Law" means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority, and (b) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority. "Articles" means the Articles of Incorporation of the Company, as amended or supplemented from time to time. "Article IV Closing" has the meaning specified in Section 4.1 hereof. "Associate" has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act, provided that when used to indicate a relationship with FT or DT or their respective Subsidiaries or Affiliates, the term "Associate" shall mean (a) in the case of FT, any Person occupying any of the positions listed on Schedule A hereto, and (b) in the case of DT, any Person occupying any of the positions listed on Schedule B hereto, provided, further, that, in each case, no Person occupying any such position described in clause (a) or (b) hereof shall be deemed an "Associate" of FT or DT, as the case may be, unless the Persons occupying all such positions described in clauses (a) and (b) hereof Beneficially Own, in the aggregate, more than 0.2% of the Voting Power of the Company. "Atlas" means the company to be formed as a societe anonyme under the laws of Belgium pursuant to the Joint Venture Agreement, dated as of December 15, 1994, between FT and DT, as amended. "Average Cellular Price" means, subject to adjustment as provided in the Class A Provisions, the average of the Closing Prices of a share of Cellular Common Stock for the 20 consecutive Trading Days on which such shares are traded "regular way" starting on the first such Trading Day after the Cellular Spin-off Date. "Average Price" means, as to a security, the average of the Closing Prices of a security for the 20 consecutive Trading Days ending on the fifteenth Trading Day prior to the date of determination or ending on such other date specified herein. "Average Sprint Price" means, subject to adjustment as provided in the Class A Provisions, the Average Price of a share of Common Stock at the date of determination specified herein. For purposes of this definition, if any portion of the relevant determination period occurs prior to the Cellular Spin-off and the Closing Price of Common Stock on any Trading Day during the determination period is quoted "ex" the distribution of Cellular Common Stock, the Closing Price of the Common Stock for such Trading Day will be adjusted by adding the product of the Closing Price of the Cellular Common Stock for such Trading Day multiplied by the Capitalization Ratio. "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, means any Person which: (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing), including, without limitation, pursuant to this Agreement and the 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 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 6 (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate thereof), provided that Class A Stock and Common 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. "Board of Directors" means the board of directors of the Company. "Burdensome Condition" means any requirement or condition that: (a) imposes any material limitation on the ability or right of any Party or any of their respective Subsidiaries to hold, or requires any Party or any of their respective Subsidiaries to dispose of, any material interest in any material portion of the assets of such Party, as the case may be, and its respective Subsidiaries taken as a whole; (b) imposes any material limitation on the ability or right of any Party or any of their respective Subsidiaries to conduct any business (other than the investment contemplated by this Agreement, the Transactions or the Atlas Transactions (each as defined in the Joint Venture Agreement)) which such Party or any of their respective Subsidiaries has publicly announced as of the date hereof an intention to conduct and which business is material in relation to such Party, as the case may be, and its respective Subsidiaries, taken as a whole; (c) materially limits the ability or right of any Party, Sprint Sub or Atlas to acquire or hold, or requires any Party, Sprint Sub or Atlas to dispose of, any material interest in the GBN Group or a Regional Operating Group (each as defined in the Joint Venture Agreement); (d) materially limits the ability or right of any Party, Sprint Sub or Atlas to exercise its governance rights with respect to the Joint Venture or any of the JV Entities; (e) otherwise would have a Material Adverse Effect on the Joint Venture or would be materially adverse to the ability of any Party, Sprint Sub or Atlas to receive the economic benefits of the Joint Venture; (f) materially limits the ability or right of either FT or DT to acquire or hold or dispose of any shares of Class A Stock; (g) materially limits the ability or right of FT or DT to exercise its rights relating to, or receive the economic benefits of, the investment pursuant to this Agreement, the Other Agreements, the Bylaws as amended by the Bylaws Amendment or the Articles as amended by the Amendment; (h) materially and adversely affects the ability of any Party to perform its obligations under, or puts in doubt in any material respect the validity of, this Agreement, the Other Agreements, the Bylaws as amended by the Bylaws Amendment or the Articles as amended by the Amendment; (i) otherwise would have a Material Adverse Effect on such Party and its Subsidiaries taken as a whole; or (j) in the case of a Buyer, would affect materially and adversely the intrinsic value of an investment in the Company's equity securities (provided that a change in the Market Price of the Company's equity securities arising from any such requirement or condition shall not, in and of itself, be deemed to affect materially and adversely the intrinsic value of an investment in the Company's equity securities) (any of the foregoing, a "Burdensome Condition"), provided that if each Party affected, directly or indirectly, by any condition or requirement (or, in the case of a Subsidiary so affected, the Parent or Parents thereof that are a Party or Parties) provides a notice to each other Party stating that such condition or requirement shall no longer be deemed a Burdensome Condition, such condition or requirement shall no longer be deemed a Burdensome Condition for any purpose under this Agreement and provided, further, that no Party may declare a Burdensome Condition under clause (b) if such material limitation is imposed pursuant to Section 310(b) of the Communications Act due to the investment contemplated by this Agreement and such material limitation would not be imposed but for the investment contemplated by this Agreement. For purposes of this definition, no Qualified Subsidiary or Qualified Stock Purchaser shall be deemed to be a "Party." "Business Combination Statute" shall have the meaning set forth in Section 3.2(e) hereof. "Business Day" means any day other than a day on which commercial banks in The City of New York, Paris, France, or Frankfurt am Main, Germany, are required or authorized by law to be closed. "Buyer" has the meaning set forth in the second WHEREAS clause. "Bylaws" means the Bylaws of the Company, as amended or supplemented from time to time. 7 "Bylaws Amendment" means an amendment to the Bylaws, satisfactory in form and substance to each Party. "Capitalization Ratio" means the quotient of the number of shares of Cellular Common Stock outstanding immediately following the Cellular Spin-off, divided by the number of shares of Common Stock outstanding immediately following the Cellular Spin-off. "Cellular" means (a) until immediately prior to the Cellular Spin-off Date, the Cellular and Wireless Division, (b) immediately prior to the Cellular Spin- off Date, the direct or indirect wholly owned subsidiary of the Company owning the assets of the Cellular and Wireless Division, the shares of which subsidiary are to be distributed to the Company's stockholders in connection with the Cellular Spin-off, and (c) on and after the Cellular Spin-off Date, such company, provided that the term "Cellular" shall not include any assets retained by the Company after the Cellular Spin-off Date. "Cellular and Wireless Division" means the Cellular and Wireless Communications Services Division of the Company. "Cellular Common Stock" means the shares of common stock of Cellular. "Cellular Guarantee" means any liability, contingent or otherwise, of the Company or any of its Affiliates (other than Cellular, the Subsidiaries of Cellular and any Affiliates Controlled by Cellular) to make any payment with respect to, or cause performance of, any indebtedness or lease, purchase or other obligation of Cellular that is to be paid, discharged or otherwise performed after the Cellular Spin-off Date, including without limitation, liabilities and obligations such as keepwell agreements and arrangements to make payments for services irrespective of the non-delivery of such services. "Cellular Liabilities" means all liabilities and obligations of any nature of Cellular and, as to periods when Cellular is operated as a division of the Company, all liabilities and obligations of the Company whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due, arising out of or directly relating to the operation of Cellular's business. "Cellular Spin-off" means the distribution by the Company on a pro rata basis to the holders of the Common Stock of shares of Cellular Common Stock representing all of the common equity of Cellular. "Cellular Spin-off Date" means the date on which shares of Cellular Common Stock are distributed to the holders of Common Stock. "Cellular Spin-off Reduction Factor" means, subject to adjustment as provided in the Class A Provisions, (a) $5.25, if the Adjusted Cellular Price is not less than $3.25 or more than $7.25, or (b) if the Adjusted Cellular Price is more than $7.25 but not more than $8.25, $5.25 plus 50% of the difference between the Adjusted Cellular Price and $7.25, or (c) if the Adjusted Cellular Price is more than $8.25, $5.75 plus the difference between the Adjusted Cellular Price and $8.25, or (d) if the Adjusted Cellular Price is less than $3.25 but not less than $2.25, $5.25 minus 50% of the difference between $3.25 and the Adjusted Cellular Price or (e) if the Adjusted Cellular Price is below $2.25, $4.75 minus the difference between $2.25 and the Adjusted Cellular Price. Notwithstanding the foregoing, (i) if the Net Cellular Indebtedness immediately after the Cellular Spin-off exceeds $2.955, each dollar amount set forth in the first sentence of this definition (other than the Adjusted Cellular Price) shall be reduced dollar-for-dollar by such excess; (ii) if $2.955 exceeds the Net Cellular Indebtedness, each such dollar amount shall be increased dollar-for-dollar by such excess; and (iii) if Cellular has effected any Acquisition and/or Disposition after June 22, 1995 and prior to the Cellular Spin-off Date, such dollar amounts shall be increased by the Net Cellular Acquisition Amount, if positive, and decreased by the absolute value of the Net Cellular Acquisition Amount, if negative. "Cellular System" means a domestic public cellular radio telecommunications service system licensed under Part 22 of the rules of the FCC, as amended from time to time. 8 "Change of Control" means a: (a) decision by the Board of Directors to sell Control of the Company or not to oppose a third party tender offer for Voting Securities of the Company representing more than 35% of the Voting Power of the Company; or (b) change in the identity of a majority of the Directors due to (i) a proxy contest (or the threat to engage in a proxy contest) or the election of Directors by the holders of Preferred Stock; or (ii) any unsolicited tender, exchange or other purchase offer which has not been approved by a majority of the Independent Directors, provided that a Strategic Merger shall not be deemed to be a Change of Control and, provided, further, that any transaction between the Company and FT and DT or otherwise involving FT and DT and any of their direct or indirect Subsidiaries which are party to a Contract therefor shall not be deemed to be a Change of Control. "Class A Common Issuance Date" means the date the Company first issues shares of Class A Common Stock. "Class A Common Stock" means the Class A Common Stock of the Company. "Class A Conversion Shares" means the shares of Class A Common Stock or Common Stock into which the then outstanding shares of Class A Preference Stock (or, as the case may be, a specified number of shares of Class A Preference Stock) would, at the time of determination, be convertible at the then applicable Conversion Price if the conditions to establishment of the Conversion Date had been met. "Class A Holders" means the holders of the Class A Stock. "Class A Preference Stock" means the Class A Preference Stock of the Company. "Class A Provisions" means that portion of Paragraph 7 of the Amendment entitled "GENERAL PROVISIONS RELATING TO CLASS A STOCK." "Class A Stock" means the Class A Common Stock or, if shares of the Class A Preference Stock are outstanding, the Class A Preference Stock. "Closing Price" means, with respect to a security on any day, the last sale price, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if such security is not listed or admitted to trading on such exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the security is listed or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date such security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the security selected in good faith by the Board of Directors. If the security is not publicly held or so listed or publicly traded, "Closing Price" means the Fair Market Value of such security. "Code" means the Internal Revenue Code of 1986, as amended. "Common Stock" means the Common Stock of the Company. "Communications Act" means the Communications Act of 1934, as amended, and the rules and regulations from time to time promulgated thereunder. Any reference to a particular section of the Communications Act shall refer to such section as the same may be hereafter renumbered or otherwise amended. 9 "Company" has the meaning set forth in the preamble. "Company Disclosure Schedule" means the disclosure schedule of the Company delivered to FT and DT on the date hereof. "Continuing Director" means any Director who is unaffiliated with the Buyers and their "affiliates" and "associates" (as each such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and was a Director prior to the time that any Buyer or any such affiliate or associate became an Interested Stockholder (as such term is defined in the Fair Price Provisions) and any successor of a Continuing Director if such successor is not affiliated with any such Interested Stockholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting of Directors at which at least seven Continuing Directors are present. "Contract" means any loan or credit agreement, note, bond, indenture, mortgage, deed of trust, lease, franchise, contract, or other agreement, obligation, instrument or binding commitment of any nature. "Control" means, with respect to a Person or Group, any of the following: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 35 percent of the Voting Power of the entity in question; or (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. "Control Share Acquisitions Plan" means the plan of FT and DT and, if applicable, certain of their Qualified Subsidiaries identified and described in the Acquiring Person Statement to make a control share acquisition, within the meaning of the Kansas Control Share Acquisitions Statute, for one-fifth or more, but less than one-third, of all the voting power of the Company, evidenced by this Agreement and the Stockholders' Agreement. "Conversion Date" has the meaning specified in Section 3(a)(i) of the Class A Provisions. "Conversion Price" means the applicable conversion price for shares of Class A Preference Stock provided for in Section 3(b) of the Class A Provisions. "Core Business" means all businesses in the fields of telecommunications and information technology and applications, and equipment, software applications and consumer and business services related thereto or making use of the technology thereof, including value-added consumer and business services generated through or as a result of underlying telecommunications services using all technology (voice, data and image) and physical transport, network intelligence, and software applications, and cable television (but not including any programming or content-related activities with respect thereto). "Damages" has the meaning specified in Section 11.1 hereof. "Deferred Common Stock Closing" has the meaning specified in Section 2.4(b) hereof. "Deferred Common Stock Closing Date" has the meaning specified in Section 2.4(b) hereof. "Director" means a member of the Board of Directors. "Disclosure Schedules" means the Company Disclosure Schedule, the FT Disclosure Schedule and the DT Disclosure Schedule. 10 "Disposition" means the disposition by Cellular of assets (which may include the disposition of the common equity interests in a Person) that constitute a business that, prior to such disposition, has been operated as a company or a division or has otherwise been operated as a separate business. "DT" has the meaning set forth in the preamble. "DT Disclosure Schedule" means the disclosure schedule of DT delivered to the Company on the date hereof. "DT Investor Confidentiality Agreement" means the confidentiality agreement between the Company and DT, reasonably satisfactory in form and substance to each Party. "ESMR" means any commercial mobile radio service and the resale of such service, of the type authorized under the rules for Specialized Mobile Radio Services designated under Subpart S of Part 90 of the FCC's rules or similar Applicable Laws of any other country in effect on the date hereof, including the networking, marketing, distribution, sales, customer interface and operations functions relating thereto. "Europe" means the current geographic area covered by the following countries and territories located on the European continent, plus, in the case of France, its territories and possessions located outside the European continent: Albania, Andorra, Austria, Belgium, Bosnia-Hercegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom, and Vatican City. "Excess Shares" has the meaning set forth in Section 2.5(a)(i) hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated from time to time thereunder. "Exempt Asset Divestitures" mean, with respect to the Company and its Subsidiaries: (a) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to joint ventures approved by FT and DT prior to the Initial Issuance Date; (b) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to (i) any entity in exchange for equity interests in such entity if, after such transaction, the Company owns at least 51 percent of both the Voting Power and equity interests in such entity or (ii) any joint venture that is an operating joint venture not controlled by any of its principals and in which (x) the Company has the right, acting alone, to disapprove (and thereby prohibit) decisions relating to acquisitions and divestitures involving more than 20 percent of the Fair Market Value of such entity's assets, mergers, consolidations and dissolution or liquidation of such entity and the adoption of such entity's business plan and (y) Major Competitors of the Joint Venture do not in the aggregate own more than 20% of the equity interests or Voting Power; (c) transactions in which the Company exchanges one or more (i) local exchange telephone businesses for one or more such businesses or (ii) public cellular or wireless radio telecommunications service systems for one or more such systems, provided that the Company shall not, directly or indirectly, receive cash in any such transaction in an amount greater than 20 percent of the Fair Market Value of the property or properties Transferred by it; (d) Transfers of assets, shares or other equity interests (other than Long Distance Assets) by the Company to any of its Subsidiaries, or by any of its Subsidiaries to the Company or any other Subsidiary of the Company; (e) (i) any Spin-off of equity interests of a wholly-owned Subsidiary that is not a Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun-off Entity"), 11 provided that, in the case of a Spin-off that is consummated following the Initial Issuance Date, the Class A Holders receive securities in the Spun- off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in the Articles and the Bylaws, or (ii) the Cellular Spin-off, unless a Notice of Abandonment has been delivered; (f) Transfers of assets (other than Long Distance Assets) of the Company or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition, the "IT Assets"), to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such assets, or the Company or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company, and (ii) the Transfer of such assets will not materially and adversely affect the operation of the Company; or (g) Transfers of assets (other than Long Distance Assets or IT Assets) of the Company or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition, a "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided, that (i) the Fair Market Value of such assets, together with the Fair Market Value of assets of the Company Transferred to such Person or other Persons in related transactions, do not represent more than five percent of the Fair Market Value of the assets of the Company, (ii) the Transfer of such assets will not materially and adversely affect the operation of the Company, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the assets so Transferred or the Company or such Subsidiary has the right to cause such Non-IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company. "Exempt Long Distance Asset Divestitures" mean, with respect to the Company and its Subsidiaries: (a) Transfers of Long Distance Assets to a Qualified Joint Venture; (b) Transfers of Long Distance Assets to any entity if the Company and its Subsidiaries after such transaction own at least 70 percent of both the Voting Power and equity interests of such entity, provided that if a Major Competitor of FT or DT or of the Joint Venture holds equity interests in such entity, such Major Competitor's equity interest and Votes in such entity as a percentage of the Voting Power of such entity shall not, directly or indirectly, exceed 20 percent; (c) Transfers of Long Distance Assets pursuant to an underwritten, widely-distributed public offering at the conclusion of which the Company and its Subsidiaries shall own at least 51 percent of both the Voting Power and equity interests in the entity that owns such Long Distance Assets; (d) Transfers in the ordinary course of business of Long Distance Assets determined by the Company to be unnecessary for the orderly operation of the Company's business, and sale-leasebacks of Long Distance Assets and similar financing transactions after which the Company and its Subsidiaries continue in possession and control of the Long Distance Assets involved in such transaction; (e) Transfers of Long Distance Assets by the Company to any of its Subsidiaries, or by any of its Subsidiaries to the Company or any other Subsidiary of the Company; 12 (f) Transfers of Long Distance Assets to FT or DT or any assignee thereof pursuant to the Stockholders' Agreement; (g) any Spin-off of equity interests of a wholly-owned Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun-off Entity"), provided that the Class A Holders receive securities in the Spun-off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in the Articles and the Bylaws; (h) Transfers of Long Distance Assets of the Company or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition the "IT Assets"), to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such Long Distance Assets, or the Company or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company, and (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business. Any such IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset; or (i) Transfers of Long Distance Assets (other than IT Assets) of the Company or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition, a "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided that (i) the Fair Market Value of such Long Distance Assets, together with the Fair Market Value of Long Distance Assets Transferred to such Person or other Persons in related transactions, do not represent more than three percent of the Fair Market Value of the Long Distance Assets of the Company, (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the Long Distance Assets so Transferred or the Company or such Subsidiary has the right to cause such Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company. Any such Non-IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset. "Existing Confidentiality Agreement" means the Confidentiality Agreement, among the Company, FT and DT, dated as of February 2, 1994. "Exon-Florio" means Section 721 of the Defense Production Act of 1950, as amended, and the rules promulgated thereunder. "Extraordinary Dividend" means, with respect to capital stock of the Company, a cash dividend or other cash distribution thereon, other than (a) a regular periodic dividend payable in cash; or (b) a dividend payable in accordance with the terms of the Preferred Stock or the Class A Preference Stock. "Fair Market Value" means, with respect to any asset, shares or other property, the cash price at which a willing seller would sell and a willing buyer would buy such asset, shares or other property in an arm's- 13 length negotiated transaction without undue time restraints, as determined in good faith by a majority of the Independent Directors as certified in a resolution delivered to all of the Class A Holders. "Fair Price Provisions" means ARTICLE SEVENTH of the Articles, and any successor provision thereto. "FCC" means the Federal Communications Commission. "First Closing" has the meaning specified in Section 2.1(a) hereof. "First Closing Company Notice" has the meaning specified in Section 2.1(a) hereof. "First Closing FT/DT Notice" has the meaning specified in Section 2.1(a) hereof. "First Closing Notice" means either a First Closing Company Notice or a First Closing FT/DT Notice. "Fix" or "Fixed" means in relation to the Conversion Price, the initial establishment of the Conversion Price in accordance with Section 3(b) of the Class A Provisions. "Fixed Closing Date" means the date of the first closing to occur hereunder after the date on which the Conversion Price is Fixed. "France" means the Republic of France, including French Guiana, Guadeloupe, Martinique and Reunion, and its territories and possessions. "French Translation Law" means the loi n(degrees) 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise. "FT" has the meaning set forth in the preamble. "FT Disclosure Schedule" means the disclosure schedule of FT delivered to the Company on the date hereof. "FT Investor Confidentiality Agreement" means the confidentiality agreement between the Company and FT, reasonably satisfactory in form and substance to each party. "FT Law and Decrees" means (a) Loi n(degrees) 90-568 du 2 juillet 1990 relative a l'organisation du service public de la poste et des telecommunications (as amended by Loi n(degrees) 91-1406 du 31 decembre 1991 portant diverses dispositions d'ordre social), (b) Decret n(degrees) 90-1112 du 12 decembre 1990 portant statut de France Telecom (as amended by Decret n(degrees) 95-460 du 25 avril 1995 modifiant le decret n(degrees) 90-1112 du 12 decembre 1990 portant statut de France Telecom), (c) Decret n(degrees) 90-1213 du 29 decembre 1990 relatif au cahier des charges de France Telecom et au code des postes et telecommunications, and (d) Decret n(degrees) 94-185 du 24 fevrier 1994 approuvant une modification du cahier des charges de France Telecom. "GAAP" means United States generally accepted accounting principles as in effect from time to time. "Germany" means the Federal Republic of Germany. "German Fee Regulations" has the meaning specified in Section 10.2 hereof. "Governmental Approval" means any consent, waiver, grant, concession or License of, registration or filing with, or declaration, report or notice to, any Governmental Authority. "Governmental Authority" means any federation, nation, state, sovereign, or government, any federal, supranational, regional, state or local political subdivision, any governmental or administrative body, 14 instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government, provided that the term "Governmental Authority" shall not include FT, DT, Atlas or any of their respective Subsidiaries. "Group" means any group within the meaning of Section 13(d)(3) of the Exchange Act. "HSR Act" has the meaning specified in Section 3.1(a) hereof. "Independent Director" means any member of the Board of Directors who (a) is not an officer or employee of the Company, or any Class A Holder, or any of their respective Subsidiaries, (b) is not a former officer of the Company, or any Class A Holder, or any of their respective Subsidiaries, (c) does not, in addition to such person's role as a Director, act on a regular basis, either individually or as a member or representative of an organization, serving as a professional adviser, legal counsel or consultant to the Company, or any Class A Holder, or their respective Subsidiaries, if, in the opinion of the Nominating Committee of the Board of Directors of the Company (the "Nominating Committee") or the Board of Directors if a Nominating Committee is not in existence, such relationship is material to the Company, any Class A Holder, or the organization so represented or such person, and (d) does not represent, and is not a member of the immediate family of, a person who would not satisfy the requirements of the preceding clauses (a), (b) and (c) of this sentence. A person who has been or is a partner, officer or director of an organization that has customary commercial, industrial, banking or underwriting relationships with the Company, any Class A Holder, or any of their respective Subsidiaries, that are carried on in the ordinary course of business on an arms-length basis and who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition, may qualify as an Independent Director, unless, in the opinion of the Nominating Committee or the Board of Directors if a Nominating Committee is not in existence, such person is not independent of the management of the Company, or any Class A Holder, or any of their respective Subsidiaries, or the relationship would interfere with the exercise of independent judgment as a member of the Board of Directors. A person who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition and who, in addition to fulfilling the customary director's role, also provides additional services directly for the Board of Directors and is separately compensated therefor, would nonetheless qualify as an Independent Director. Notwithstanding anything to the contrary contained in this definition, each Director as of the date hereof who is not an executive officer of the Company shall be deemed to be an Independent Director hereunder. "Initial Conversion Price" means the Conversion Price first Fixed. "Initial Issuance Date" means the first date that any shares of Class A Stock are issued. "Investment Completion Date" means the date of the Supplemental Preference Stock Closing or the Class A Common Issuance Date, whichever shall first occur. "Joint Venture" has the meaning specified in the first WHEREAS clause. "Joint Venture Agreement" has the meaning specified in the first WHEREAS clause. "Joint Venture Documents" mean the Joint Venture Agreement and the other Operative Agreements (as defined in the Joint Venture Agreement). "JV Entity" has the meaning set forth in the Joint Venture Agreement. "Kansas Control Share Acquisitions Statute" means Kan. Stat. Ann. Section 17- 1286 et seq. (1988). "License" means any license, ordinance, authorization, permit, certificate, variance, exemption, order, franchise or approval, domestic or foreign. 15 "Lien" means any mortgage, pledge, security interest, adverse claim, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or similar Applicable Law of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation. "Lien Transfer" shall mean the granting of any Lien on any Long Distance Asset, other than: (a) a Lien securing purchase money indebtedness that does not have a term longer than the estimated useful life of the Long Distance Asset subject to such Lien; (b) Liens or other comparable arrangements relating to the financing of accounts receivable; and (c) Liens securing any other indebtedness for borrowed money, provided that (i) the amount of such indebtedness, when added to the aggregate amount of purchase money indebtedness referred to in clause (a) above, does not exceed 30% of the total book value of the Long Distance Assets as at the date of the most recently published balance sheet of the Company, (ii) the indebtedness secured by such Liens is secured only by Liens on Long Distance Assets, (iii) the face amount of such indebtedness does not exceed the book value of the Long Distance Assets subject to such Liens, and (iv) such indebtedness is for a term no longer than the estimated useful life of the Long Distance Assets subject to such Liens. "Liquidation Preference" has the meaning set forth in the Class A Provisions. "Local Exchange Division" means the Local Communications Services Division of the Company. "Long Distance Assets" means: (a) the assets reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division; (b) any assets acquired by the Company or any of its Subsidiaries following December 31, 1994 that are reflected in the Company's balance sheet as included in the Long Distance Division; (c) any assets of the Company or any of its Subsidiaries that are not reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division, which after December 31, 1994 are transferred by the Company or any of its Subsidiaries to, or reclassified by the Company or any of its Subsidiaries as part of, the Long Distance Division; (d) any assets acquired by the Company after December 31, 1994 that are used or held for use primarily for the benefit of the Long Distance Business; and (e) any assets referred to in clauses (a) through (c) above that are used or held for use primarily for the benefit of the Long Distance Business which are transferred or reclassified by the Company or any of its Subsidiaries outside of the Long Distance Division, but which continue to be owned by the Company or any of its Subsidiaries; provided that the term "Long Distance Assets" shall not include (i) any assets that are used or held for use primarily for the benefit of any Non-Long Distance Business, or (ii) any other assets reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Cellular and Wireless Division or the Local Exchange Division (other than as such assets in the Cellular and Wireless Division or the Local Exchange Division may be transferred or reclassified in accordance with paragraph (c) of this definition). "Long Distance Business" means all long distance telecommunications activities and services of the Company and its Subsidiaries at the relevant time, including (but not limited to) all long distance transport services, switching and value-added services for voice, data, video and multimedia transmission, migration paths and intelligent overlapping architectures, provided that the term "Long Distance Business" shall not include any activities or services primarily related to any Non-Long Distance Business. 16 "Long Distance Division" means the Long Distance Communications Services Division of the Company. "Lower Threshold Sprint Price" means $34.982 (subject to adjustment as provided in the Class A Provisions). "Major Competitor" means (a) with respect to FT or DT, a Person that materially competes with a major portion of the telecommunications services business of FT or DT in Europe, or a Person that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in France or Germany, provided that FT and/or DT furnish in writing to the Company reasonable evidence of the occurrence of such steps; (b) with respect to the Company, a Person that materially competes with a major portion of the telecommunications services business of the Company in North America, or a Person that has taken substantial steps to become such a Major Competitor and which the Company has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in the United States of America, provided that the Company furnish in writing to each Class A Holder reasonable evidence of the occurrence of such steps; and (c) with respect to the Joint Venture, a Person that materially competes with a major portion of the telecommunications services business of the Joint Venture, or a Person that has taken substantial steps to become such a Major Competitor and which FT, DT or the Company has reasonably concluded, in its good faith judgment, will be such a competitor in the near future, provided that FT, DT or the Company furnish in writing to each other Party reasonable evidence of the occurrence of such steps. "Market Price" means, with respect to a security on any date, the Closing Price of such security on the Trading Day immediately prior to such date. The Market Price shall be deemed to be equal to (a) in the case of a share of Class A Common Stock, the Market Price of a Share of Common Stock; and (b) in the case of a Share of Class A Preference Stock, the Liquidation Preference. The Market Price of any options, warrants, rights or other securities convertible into or exercisable for Class A Common Stock (except for the Class A Preference Shares) shall be equal to the Market Price of options, warrants, rights or other securities convertible into or exercisable for Common Stock upon the same terms and otherwise containing the same terms as such options, warrants, rights or other securities convertible into or exercisable for Class A Common Stock. "Material Adverse Effect" means, with respect to any Person, the effect of any event, occurrence, fact, condition or change that is materially adverse to the business, operations, results of operations, financial condition, assets or liabilities of such Person. "Maximum Price" means, subject to adjustment as provided in the Class A Provisions, the lesser of (a) 125% of the Average Sprint Price for the relevant period provided for herein and (b) $48.704. "Minimum Price" means, subject to adjustment as provided in the Class A Provisions, 135% of the Average Sprint Price for the relevant period provided for herein. "MSA" means a "Metropolitan Statistical Area," as such term is defined and modified from time to time by the FCC for purposes of Cellular System licensing. "NASDAQ" means the National Association of Securities Dealers, Inc. Automated Quotations System. "Net Cellular Acquisition Amount" means, subject to adjustment as provided in the Class A Provisions, the difference, which may be a negative number, of the aggregate Purchase Prices paid by Cellular for Acquisitions after June 22, 1995, minus the aggregate value of the Sales Prices received by Cellular in connection with Dispositions after June 22, 1995, such difference to be calculated on a per share basis using the number of outstanding shares of Common Stock immediately after the Cellular Spin-off Date. "Net Cellular Indebtedness" means, subject to adjustment as provided in the Class A Provisions, the amount of indebtedness for borrowed money of Cellular outstanding immediately after the Cellular Spin-off Date, minus the amount of Cellular's cash at such time, such amount to be calculated on a per share basis using the number of outstanding shares of Common Stock immediately after the Cellular Spin-off Date. 17 "New Lower Threshold Sprint Price" means, subject to adjustment as provided in the Class A Provisions, the Lower Threshold Sprint Price minus 96.30% of the Cellular Spin-off Reduction Factor. "New Maximum Price" means, subject to adjustment as provided in the Class A Provisions, (a) if the Cellular Spin-off Date occurs prior to the First Closing, the lesser of (i) 125% of the Average Sprint Price for the relevant period specified herein and (ii) $48.704 minus 125% of the Cellular Spin-off Reduction Factor, and (b) if the Cellular Spin-off Date occurs after the First Closing, the Maximum Price minus the product of (i) the lesser of (x) 1.25 and (y) the quotient of $48.704 divided by such Average Sprint Price used in calculating such Maximum Price, multiplied by (ii) the Cellular Spin-off Reduction Factor. "New Minimum Price" means, subject to adjustment as provided in the Class A Provisions, the Minimum Price minus 135% of the Cellular Spin-off Reduction Factor. "New Sprint Price Range" means, subject to adjustment as provided in the Class A Provisions, from and including the New Lower Threshold Sprint Price to and including the New Upper Threshold Sprint Price. "New Target Price" means, subject to adjustment as provided in the Class A Provisions, the Target Price minus 130% of the Cellular Spin-off Reduction Factor, provided that, if the Cellular Spin-off Date does not occur prior to the First Closing and the Average Sprint Price determined at the date of the First Closing is within the Sprint Price Range, the New Target Price shall be the Target Price minus the product of (a) the quotient of $47.225 divided by such Average Sprint Price, multiplied by (b) the Cellular Spin-off Reduction Factor. "New Upper Threshold Sprint Price" means, subject to adjustment as provided in the Class A Provisions, $37.780 minus 104% of the Cellular Spin-off Reduction Factor. "New York Stock Exchange" means The New York Stock Exchange, Inc. "Non-Long Distance Business" means (a) the ownership of any equity or other interests in the Joint Venture or any of the JV Entities; the enforcement or performance of any of the rights or obligations of the Company or any Subsidiary of the Company pursuant to the Joint Venture Agreement; or any activities or services of the Joint Venture or any of the JV Entities; (b) the Triple Play Activities; (c) any activities or services primarily related to the provision of subscriber connections to a local exchange or switch providing access to the public switched telephone network; (d) any activities or services primarily related to the provision of exchange access services for the purpose of originating or terminating long distance telecommunications services; (e) any activities or services primarily related to the resale by the Local Exchange Division of long distance telecommunications services of the Company or other carriers; (f) any activities or services primarily related to the provision of inter-LATA long distance telecommunications services that are incidental to the local exchange services business of the Local Exchange Division; (g) any activities or services primarily related to the provision of intra-LATA long distance telecommunications services; (h) any activities or services (whether local, intra-LATA or inter-LATA) primarily related to the provision of cellular, PCS, ESMR or paging services, mobile telecommunications services or any other voice, data or voice/data wireless services, whether fixed or mobile, or related to telecommunications services provided through communications satellite systems (whether low, medium or high orbit systems); and (i) the use of the "Sprint" brand name or any other brand names, trade names or trademarks owned or licensed by the Company or any of its Subsidiaries. "North America" shall mean the current geographic area covered by the following countries: Canada, the United States of Mexico and the United States of America. "Notice of Abandonment" has the meaning specified in Section 2.1(b)(i) hereof, provided that if the Cellular Spin-off Date does not occur on or prior to the fifth anniversary of the Initial Issuance Date, the Company shall be conclusively deemed to have delivered a Notice of Abandonment on such fifth anniversary. 18 "Optional Shares" has the meaning specified in Section 2.5(a) hereof. "Optional Shares Closing" has the meaning specified in Section 2.5(c) hereof. "Other Agreements" mean the Registration Rights Agreement, the Standstill Agreement, the Stockholders' Agreement, the FT Investor Confidentiality Agreement and the DT Investor Confidentiality Agreement. "Parent" has the meaning specified in the definition of "Subsidiary". "Party" has the meaning set forth in the paragraph following the second WHEREAS clause. "Passive Financial Institution" means a bank (or comparable financial institution), insurance company, pension or retirement fund that acquires Voting Securities or other equity interests in a Qualified Subsidiary without the purpose or effect of changing or influencing the control of the Qualified Subsidiary or the Company, nor in connection with or as a participant in any transaction having such purpose or effect, provided that the term "Passive Financial Institution" shall not include any Major Competitor of the Company or of the Joint Venture. "PCS" means a radio communications system of the type authorized under the rules for broadband personal communications services designated as Subpart E of Part 24 of the FCC's rules or similar Applicable Laws of any other country, including the network, marketing, distribution, sales, customer interface and operations functions relating thereto. "Percentage Ownership Interest" means, with respect to any Person, that percentage of the Voting Power of the Company represented by Votes associated with the Voting Securities of the Company owned of record by such Person or by its nominees. "Person" means an individual, a partnership, an association, a joint venture, a corporation, a business, a trust, any entity organized or existing under Applicable Law, an unincorporated organization or any Governmental Authority. "POPs" means, with respect to Cellular, the sum of the products of (a) the percentage ownership interest held by Cellular in each entity licensed or designated to receive a license by the FCC to construct or operate a Cellular System for a particular MSA or MSAs and/or RSA or RSAs, and (b) the number of residents of such MSAs and/or RSAs, as the case may be (as reflected in the figures obtained in the census conducted by the U.S. Census Bureau in 1990). "Preferred Stock" means any series of Preferred Stock of the Company, but shall not include the Class A Preference Stock. "Proceeding" means any action, litigation, suit, proceeding or formal investigation or review of any nature, civil, criminal, regulatory or otherwise, before any Governmental Authority. "Proposals" mean (a) the proposal for the stockholders of the Company to approve this Agreement and the performance by the Company of all transactions and acts on the part of the Company contemplated under this Agreement and the Other Agreements, including the authorization and issuance of shares of the Company's capital stock pursuant to this Agreement, the Stockholders' Agreement and the Articles as amended by the Amendment, (b) the proposal for the stockholders of the Company to approve and adopt the Amendment and the Bylaws Amendment, and (c) the proposal for the stockholders of the Company to (i) approve for purposes of the Kansas Control Share Acquisitions Statute the Control Share Acquisitions Plan, and (ii) accord such shares acquired pursuant to the Control Share Acquisitions Plan voting rights in accordance with Section 17-1294 of the Kansas Control Share Acquisitions Statute. "Proxy Statement" means the notices of meeting, proxy statement, forms of proxy and any accompanying letters to stockholders to be distributed by the Company in connection with the Proposals or any schedules or exhibits required to be filed with the SEC in connection therewith. 19 "Purchase Price" means, as to Acquisitions by Cellular, the amount paid in cash plus the Fair Market Value of non-cash consideration paid to effect such Acquisition, provided that any indebtedness assumed by Cellular shall not be included in the Purchase Price paid in respect of any Acquisition to the extent that it is included in Net Cellular Indebtedness. "Qualified Joint Venture" has the meaning set forth in Article I of the Stockholders' Agreement. "Qualified Subsidiary" means any Person which (a) is a Subsidiary of either FT or DT or an entity that would be such a Subsidiary if FT's and DT's aggregate ownership in such entity were held individually by one of FT or DT, provided that until the second anniversary of the Initial Issuance Date, no Voting Securities of such entity may be Beneficially Owned by a Major Competitor of the Company or of the Joint Venture, and thereafter no such Major Competitor or Major Competitors may, individually or in the aggregate, Beneficially Own Voting Securities representing ten percent or more of the Voting Power of such entity, and provided, further, that if the Voting Securities of such entity owned directly by FT and DT or indirectly through Wholly-Owned Subsidiaries of either of them are entitled to a number of Votes representing in the aggregate less than 80 percent of the Voting Power of such entity, then: (i) the Voting Securities owned directly by FT and DT and Wholly- Owned Subsidiaries, plus Voting Securities, if any, owned by Passive Financial Institutions, must in the aggregate be entitled to a number of Votes representing at least 80 percent of the Voting Power of such entity; and (ii) FT and DT and Wholly-Owned Subsidiaries must in the aggregate directly own Voting Securities entitled to a number of Votes representing more than 50 percent of the Voting Power of, and more than 50 percent of the outstanding equity interests in, such entity; and (b) has (i) entered into a Qualified Subsidiary Standstill Agreement and a confidentiality agreement satisfactory in form and substance to each Party, and (ii) (x) caused all holders of any of its equity interests (other than FT, DT and Passive Financial Institutions) (each a "Strategic Investor") to enter into a Strategic Investor Standstill Agreement and (y) caused all holders of any of its equity interests (other than FT and DT) to enter into a confidentiality agreement satisfactory in form and substance to each Party. "Qualified Subsidiary Standstill Agreement" means a Qualified Subsidiary Standstill Agreement between the Company and a Qualified Subsidiary, substantially in the form of Exhibit A attached hereto. "Registration Rights Agreement" means the Registration Rights Agreement, among the Company, FT and DT, dated the Initial Issuance Date, substantially in the form of Exhibit B attached hereto, as it may be amended or supplemented from time to time. "Rights" has the meaning set forth in Section 2.5(a)(i) hereof. "Rights Agreement" means the Rights Agreement, dated as of August 8, 1989, between the Company and UMB Bank, n.a., as amended on June 4, 1992 and as of July 31, 1995, and as it may be amended or supplemented from time to time. "RSA" means a "Rural Service Area," as such term is defined and modified from time to time by the FCC for purposes of Cellular System licensing. "Sales Prices" means, as to any Disposition by Cellular, the amount received in cash plus the Fair Market Value of non-cash consideration received to effect such Disposition, provided that any indebtedness assumed or retained by Cellular shall not be deducted from the Sales Price to the extent that it is included in Net Cellular Indebtedness. "Schedule of Permitted Cellular Actions" has the meaning specified in Section 8.10 hereof. "SEC" means the United States Securities and Exchange Commission. 20 "SEC Documents" has the meaning specified in Section 6.5(a) hereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated from time to time thereunder. "Shares" means (a) shares of Class A Stock, Common Stock or any other Voting Securities of the Company, (b) securities of the Company convertible into Voting Securities of the Company and (c) options, warrants or other rights to acquire such Voting Securities, but in the case of this clause (c), excluding any rights of the Class A Holders or FT and DT to acquire Voting Securities of the Company pursuant to the Stockholders' Agreement and this Agreement (but not excluding any Voting Securities received upon the exercise of such rights). "Spin-off" means any spin-off or other pro rata distribution of equity interests of a wholly-owned direct or indirect Subsidiary of the Company to the stockholders of the Company, provided that the term "Spin-off" shall not include the Cellular Spin-off unless a Notice of Abandonment has been delivered. "Spin-off Investment Agreement" shall have the meaning set forth in Section 7.10(a) of the Stockholders' Agreement. "Sprint Price Range" means from and including the Lower Threshold Sprint Price to and including the Upper Threshold Sprint Price. "Sprint Sub" has the meaning set forth in the first WHEREAS clause. "Standstill Agreement" means the Standstill Agreement, among the Company, FT and DT, dated as of the date hereof, substantially in the form of Exhibit C attached hereto, as it may be amended or supplemented from time to time. "Stockholders' Agreement" means the Stockholders' Agreement, among the Company, FT and DT, dated as of the Initial Issuance Date, substantially in the form of Exhibit D hereto (and all exhibits thereto), as it may be amended or supplemented from time to time. "Stockholders' Meeting" has the meaning specified in Section 8.4 hereof. "Strategic Investor" has the meaning specified in the definition of "Qualified Subsidiary". "Strategic Investor Standstill Agreement" means the Strategic Investor Standstill Agreement, between the Company and a Strategic Investor, substantially in the form of Exhibit E attached hereto. "Strategic Merger" means a merger or other business combination involving the Company (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum of (i) the Fair Market Value of all consideration which such Class A Holders have a right to receive with respect to such merger or other business combination, and (ii) if the Company is the surviving parent entity, the Fair Market Value of the equity securities of the surviving parent entity which the Class A Holders are entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders and (c) immediately after which no Person or Group (other than the Class A Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity. "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 21 Subsidiaries (a) have the ability, through ownership of securities individually or as a group, ordinarily, in the absence of contingencies, to elect a majority of the directors (or individuals performing similar functions) of such other Person, and (b) own more than 50% of the equity interests, provided that Atlas shall be deemed to be a Subsidiary of each of FT and DT. "Supplemental Preference Stock Closing" has the meaning set forth in Section 2.3 hereof. "Supplemental Preference Stock Closing Date" has the meaning set forth in Section 2.3(b) hereof. "Surviving Representations" has the meaning set forth in Section 11.1 hereof. "Target Price" means $47.225 (subject to adjustment as provided in the Class A Provisions). "Taxes" means all federal, state, local and foreign income, profits, franchise, sales, use, occupancy, property, transfer, withholding, payroll, receipts, excise and other taxes, fees, duties and governmental charges (including interest, additions thereto and penalties thereon) whether or not based in whole or in part on income. "Third Party Approval" means any consent, waiver, grant, concession, license, authorization, permit, franchise or approval of, or notice to, any Person other than a Governmental Authority. "Trading Day" means, with respect to any security, any day on which the principal national securities exchange on which such security is listed or admitted to trading, or NASDAQ, if such security is listed or admitted to trading thereon, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such security shall have been not listed or admitted to trading on any national securities exchange or NASDAQ, any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Transfer" means any act pursuant to which, directly or indirectly, the ownership of the assets or securities in question is sold, transferred, conveyed, delivered or otherwise disposed, but shall not include (a) any grant of Liens, (b) any conversion or exchange of any security of the Company pursuant to a merger or other business combination involving the Company, (c) any transfer of ownership of assets to the surviving entity in a Strategic Merger or pursuant to any other merger or other business combination not prohibited by the Class A Provisions, or (d) any foreclosure or other execution upon any of the assets of the Company or any of its Subsidiaries other than foreclosures resulting from Lien Transfers. "Triple Play Activities" means (a) the ownership of any equity or other interests in MajorCo, L.P. or any of its successors or Affiliates; the enforcement or performance of any of the rights or obligations of the Company or any Subsidiary of the Company pursuant to the Agreement of Limited Partnership of MajorCo, L.P. or any other agreement or arrangement contemplated thereby, except to the extent relating to the provision of services by the Company as the long distance telecommunications provider to MajorCo, L.P.; or any activities or services of MajorCo, L.P. or any of its successors or Affiliates; (b) the ownership of any equity or other interests in any Teleport Entity (as that term is defined in the Contribution Agreement (the "Contribution Agreement"), dated as of March 28, 1995, by and among TCI Network Services, Comcast Telephony Services, Cox Telephony Partnership, MajorCo, L.P. and NewTelco, L.P.); or any activities or services of any Teleport Entity or any of their respective successors or Affiliates; and (c) the ownership of any equity or other interests in PhillieCo, L.P., or any of its successors or Affiliates; the enforcement or performance of any of the rights or obligations of the Company or any Subsidiary of the Company pursuant to the Amended and Restated Agreement of Limited Partnership of PhillieCo, L.P., dated as of February 17, 1995, or any other agreement or arrangement contemplated thereby, except to the extent relating to the provision of services by the Company as the long distance telecommunications provider to PhillieCo, L.P.; or any activities or services of PhillieCo, L.P. or any of its successors or Affiliates. "Upper Threshold Sprint Price" means, subject to adjustment as provided in the Class A Provisions, $37.780. 22 "Vote" means, with respect to any entity, the ability to cast a vote at a stockholders', members' or comparable meeting of such entity with respect to the election of directors, managers or other members of such entity's governing body, or the ability to cast a general partnership or comparable vote, provided that with respect to the Company only, the term "Vote" means the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of the Company. "Voting Power" means, with respect to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity. "Voting Securities" means, with respect to an entity, any capital stock or debt securities of such entity if the holders thereof are ordinarily, in the absence of contingencies, entitled to a Vote, even though the right to such Vote has been suspended by the happening of such a contingency, and in the case of the Company, shall include, without limitation, the Common Stock and the Class A Stock, but shall not include any shares issued pursuant to the Rights Agreement to the extent such issuance is caused by action of a Class A Holder. "Weighted Average Price" means the weighted average per unit price paid by the purchasers of any capital stock, debt instrument or security of the Company. In determining the price of shares of Common Stock or Class A Common Stock issued upon the conversion or exchange of securities or issued upon the exercise of options, warrants or other rights, the consideration for such shares shall be deemed to include the price paid to purchase the convertible security or the warrant, option or other right, plus any additional consideration paid upon conversion or exercise. If any portion of the price paid is not cash, the Independent Directors (acting by majority vote) shall determine in good faith the Fair Market Value of such non-cash consideration. If any new shares of Common Stock are issued together with other shares or securities or distributions of other assets of the Company for consideration which covers both the new shares and such other shares, securities or other assets, the portion of such consideration allocable to such new shares shall be determined in good faith by the Independent Directors (acting by majority vote), in each case as certified in a resolution sent to all Class A Holders. "Wholly-Owned Subsidiaries" means companies or other business organizations all of the outstanding Voting Securities of which are owned, directly or indirectly, by either or both of FT and DT, other than any de minimis ownership required by Applicable Law. ARTICLE II PURCHASE AND SALE OF SHARES Section 2.1. First Closing. (a) (i) The Parties shall schedule the first closing of the purchase and sale of shares of Class A Stock hereunder (the "First Closing") for the tenth Business Day after all the conditions set forth in Article III are reasonably expected to be satisfied, except for conditions to be satisfied concurrently with the First Closing. Prior to scheduling the date of the First Closing, the Parties shall consult with regard to the status of such conditions with a view to determining when they will be satisfied. The First Closing shall take place ten Business Days after the date on which all conditions set forth in Article III are satisfied (except for those conditions to be satisfied concurrently with the First Closing), provided that the Company shall retain discretion over the timing of the Cellular Spin-off, and if the Cellular Spin-off Date shall occur less than 35 Trading Days before the date on which the First Closing is otherwise scheduled to occur, the First Closing shall instead occur on the 35th Trading Day after the Cellular Spin-off Date, and provided, further, that the First Closing may take place at such other date and time as the Parties shall agree in writing. (ii) When pursuant to paragraph (b) of this Section 2.1 or Section 3(b) of the Class A Provisions, the Company, on the one hand, or FT and DT, on the other hand, may make an election with respect to the purchase price of the shares of Class A Common Stock to be purchased at the First Closing or the Initial 23 Conversion Price of shares of Class A Preference Stock to be purchased at the First Closing, such election shall be made by notice delivered by the Company to FT and DT, or by FT and DT to the Company, as the case may be, at least five Business Days (or in the case of a First Closing FT/DT Notice delivered pursuant to Section 2.1(b)(ii)(I)(B) hereof, at least seven Business Days) prior to the date of the First Closing (such notice being referred to herein as a "First Closing Company Notice" or "First Closing FT/DT Notice", as the case may be), provided that the Company may only deliver such a First Closing Company Notice if a majority of the Continuing Directors shall have first approved (unless such approval is not required pursuant to Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, the setting of the purchase price of the shares of Class A Common Stock to be purchased at the First Closing or the Fixing of the Initial Conversion Price of the shares of Class A Preference Stock to be purchased at the First Closing, as the case may be, by the Company as provided in Section 3(b) of the Class A Provisions. If both the Company, on the one hand, and FT and DT, on the other, deliver First Closing Notices, the First Closing Notice first delivered in accordance with Section 11.7 hereof shall be operative and the second shall be of no force or effect. (b) Upon the terms and subject to the conditions of this Agreement, the Company shall issue, sell and deliver to each of FT and DT, and each of FT and DT, severally and not jointly, shall purchase and accept, shares of Class A Common Stock or Class A Preference Stock, as the case may be, at the First Closing as set forth below in this Section 2.1: (i) FT and DT shall purchase 86,236,036 shares of Class A Common Stock (subject to adjustment as provided in Sections 2.6 and 2.7 hereof) at the applicable price specified below in this Section 2.1(b)(i) and determined at the date of the First Closing, if at least 35 Trading Days prior to the date of the First Closing, the Cellular Spin-off Date shall have occurred or the Company shall have notified FT and DT that the Company has abandoned the Cellular Spin-off (a "Notice of Abandonment") at least ten Business Days before the First Closing, as follows: (x) if the Company shall have timely delivered a Notice of Abandonment to FT and DT, the purchase price of such shares of Class A Common Stock shall be: (I) the Target Price, if (A) the Average Sprint Price determined at the date of the First Closing is within the Sprint Price Range, or (B) such Average Sprint Price is below the Lower Threshold Sprint Price and FT and DT have timely delivered to the Company a First Closing FT/DT Notice specifying their election to purchase such shares of Class A Common Stock at the Target Price; (II) the Maximum Price (determined with reference to such Average Sprint Price), if such Average Sprint Price is above the Upper Threshold Sprint Price; or (III) the Minimum Price (determined with reference to such Average Sprint Price), if such Average Sprint Price is below the Lower Threshold Sprint Price and the Company shall have timely delivered to FT and DT a First Closing Company Notice specifying its election to issue and sell such shares of Class A Common Stock at such Minimum Price; or (y) if the Cellular Spin-off Date has occurred, the purchase price of such shares of Class A Common Stock shall be: (I) the New Target Price, if (A) such Average Sprint Price is within the New Sprint Price Range, or (B) such Average Sprint Price is below the New Lower Threshold Sprint Price and FT and DT have timely delivered to the Company a First Closing FT/DT Notice specifying their election to purchase such shares of Class A Common Stock at the New Target Price; (II) the New Maximum Price (determined with reference to such Average Sprint Price), if such Average Sprint Price is above the New Upper Threshold Sprint Price; or (III) the Minimum Price (determined with reference to such Average Sprint Price), if such Average Sprint Price is below the New Lower Threshold Sprint Price and the Company has 24 timely delivered to FT and DT a First Closing Company Notice specifying its election to issue and sell such shares of Class A Common Stock at such Minimum Price. (ii) FT and DT shall purchase shares of Class A Preference Stock if (x) the Cellular Spin-off Date has occurred or a Notice of Abandonment has been delivered, but the Average Sprint Price determined at the date of the First Closing is below the New Lower Threshold Sprint Price or the Lower Threshold Sprint Price, as the case may be, and neither FT and DT, on the one hand, nor the Company, on the other hand, have timely delivered a First Closing Notice, or (y) the Cellular Spin-off Date has not occurred and the Company has not timely delivered a Notice of Abandonment, as follows, all such shares of Class A Preference Stock to be purchased for a price equal to their liquidation value: (I) if the Cellular Spin-off Date has not occurred and the Company has not timely delivered a Notice of Abandonment and if (A) such Average Sprint Price is within the Sprint Price Range or (B) such Average Sprint Price is below the Lower Threshold Sprint Price and FT and DT shall have timely delivered to the Company a First Closing FT/DT Notice specifying their election to purchase shares of Class A Preference Stock with an Initial Conversion Price equal to the Target Price in accordance with this clause (I), such shares of Class A Preference Stock shall be purchased at a per share price, and have a per share liquidation value, equal to the Target Price and shall have an aggregate liquidation value (and purchase price) of $3.0 billion (or such lesser amount not less than $2.0 billion, as determined by the Company upon notice to FT and DT not later than five Business Days prior to the First Closing), such shares to have an Initial Conversion Price equal to the Target Price; (II) if the Cellular Spin-off Date has not occurred and the Company has not timely delivered a Notice of Abandonment and if such Average Sprint Price is above the Upper Threshold Sprint Price, such shares of Class A Preference Stock will be purchased at a per share price, and have a per share liquidation value, equal to the Target Price and shall have an aggregate liquidation value (and purchase price) of $3.0 billion (or such lesser amount not less than $2.0 billion as determined by the Company upon notice to FT and DT not later than five Business Days prior to the First Closing), such shares to have an Initial Conversion Price equal to the Maximum Price (determined with reference to such Average Sprint Price); (III) if the Cellular Spin-off Date has not occurred, the Company has not timely delivered a Notice of Abandonment, such Average Sprint Price is below the Lower Threshold Sprint Price and the Company has timely delivered to FT and DT a First Closing Company Notice specifying its election to issue and sell such shares of Class A Preference Stock with an Initial Conversion Price equal to the Minimum Price (determined with reference to such Average Sprint Price) in accordance with this clause (III), such shares of Class A Preference Stock shall be purchased at a per share price, and have a per share liquidation value, equal to the Target Price and shall have an aggregate liquidation value (and purchase price) of $3.0 billion (or such lesser amount not less than $2.0 billion as determined by the Company upon notice to FT and DT not later than five Business Days prior to the First Closing), such shares to have an Initial Conversion Price equal to such Minimum Price; or (IV) if (A) the Cellular Spin-off Date has not occurred and the Company has not timely delivered a Notice of Abandonment, such Average Sprint Price is below the Lower Threshold Sprint Price, and neither the Company, on the one hand, nor FT and DT on the other hand, have timely delivered a First Closing Notice, or (B) the conditions described in Section 2.1(b)(ii)(x) are satisfied, such shares of Class A Preference Stock shall be purchased at a per share price, and have a per share liquidation value equal to the Target Price, and shall have an aggregate liquidation value (and purchase price) of $1.5 billion, such shares to be convertible as provided in Section 3 of the Class A Provisions, the purchase price in each case payable as provided in this Section 2.1. The Company may only deliver the notice referenced in clause (I), (II) or (III) of this Section 2.1(b)(ii) decreasing the aggregate liquidation value of the shares of Class A Preference Stock to be purchased if a majority of the Continuing Directors shall 25 have first approved (unless such approval is not required pursuant to Section 11.13 hereof), at a meeting of Directors at which at least seven Continuing Directors are present, so decreasing the aggregate liquidation value of the shares of Class A Preference Stock to be purchased at the First Closing in accordance with such notice. (c) The First Closing shall take place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York, at 10:00 a.m., New York City time, on the date determined in accordance with Section 2.1(a)(i) hereof. (i) At the First Closing, the Company shall deliver, or cause to be delivered, the following to each of FT and DT: (x) certificates representing one-half of the shares of Class A Common Stock or Class A Preference Stock, as the case may be, to be purchased at the First Closing, in the name of FT or DT, as the case may be, against payment of the purchase price therefor, as provided below; and (y) the opinions, certificates, agreements and other documents required to be delivered by the Company pursuant to Article III. (ii) At the First Closing, each of FT and DT shall deliver the following to the Company: (x) cash in the amount of one-half of the purchase price provided for in Section 2.1(b) hereof, in each case by wire transfer of immediately available funds to an account designated by the Company at least five Business Days prior to the Initial Issuance Date; and (y) the opinions, certificates, agreements and other documents required to be delivered by FT or DT, as the case may be, pursuant to Article III. (iii) The purchase of shares of capital stock by FT and DT pursuant to this Section 2.1 shall be consummated concurrently, and no purchase of shares by FT or DT pursuant to this Section 2.1 shall be made unless and until the concurrent purchase by the other Party is so effected. Section 2.2. Additional Preference Stock Closing. (a) If (i) FT and DT shall have purchased shares of Class A Preference Stock at the First Closing pursuant to Section 2.1(b)(ii)(IV)(A) hereof, (ii) the Conversion Price of such shares thereafter becomes Fixed, and (iii) the Cellular Spin-off Date has not occurred and the Company has not delivered a Notice of Abandonment, then, upon the terms and subject to the conditions of this Agreement, the Company shall issue, sell and deliver to each of FT and DT, and each of FT and DT, severally and not jointly, shall purchase and accept, the number of additional shares of Class A Preference Stock determined in accordance with the following sentence. Such shares shall have a per share liquidation value equal to the Target Price and an aggregate liquidation value of $1.5 billion (or such amount not less than $0.5 billion, as determined by the Company and set forth in the Additional Preference Stock Closing Notice) and shall be purchased at one Additional Preference Stock Closing (or such greater number of Additional Preference Stock Closings, not to exceed three, as determined by the Company and set forth in the Additional Preference Stock Closing Notice). Such shares of Class A Preference Stock shall be purchased for a purchase price equal to their liquidation value, the purchase price in each case payable as provided in this Section 2.2. No Party shall have any obligations under this Section 2.2 following the occurrence of the Cellular Spin-off Date or the delivery of a Notice of Abandonment. (b) Each closing (each, an "Additional Preference Stock Closing") of the purchase of such shares of Class A Preference Stock shall take place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York, at 10:00 a.m., New York City time, on the date (the "Additional Preference Stock Closing Date") which (i) in the case of the first Additional Preference Stock Closing, shall be the tenth Business Day after the later of (x) the date the Conversion Price of the Class A Preference Stock becomes Fixed and (y) the date all of the conditions in respect of the Additional Preference Stock Closing set forth in Article IV have been fulfilled or waived (except for such conditions to be fulfilled concurrently with the Additional Preference Stock Closing), and (ii) in the case of any subsequent Additional Preference Stock Closing, the date therefor set forth in the Additional Preference Stock Closing Notice, provided that no Additional Preference Stock 26 Closing shall take place (w) more than one year after the first Additional Preference Stock Closing, (x) more than five years and 60 days after the Initial Issuance Date (as such period may be extended pursuant to the provisos to Sections 4.2(a), 4.2(b), 4.3(a) and 4.3(b) hereof), (y) after the occurrence of the Cellular Spin-off Date or (z) after delivery by the Company of a Notice of Abandonment, and provided, further, that any Additional Preference Stock Closing may take place at such other date and time as the Parties shall agree in writing. (i) At each Additional Preference Stock Closing, the Company shall deliver, or cause to be delivered, the following to each of FT and DT: (x) certificates representing one-half of the shares of Class A Preference Stock to be purchased at such Additional Preference Stock Closing in the name of FT or DT, respectively, against payment of the purchase price therefor, as provided below; and (y) the certificates and other documents required to be delivered by the Company pursuant to Article IV. (ii) At each Additional Preference Stock Closing, each of FT and DT shall deliver the following to the Company: (x) cash in the amount of one-half of the purchase price for the shares of Class A Preference Stock being purchased at such Additional Preference Stock Closing, such cash to be delivered by wire transfer of immediately available funds to an account designated by the Company at least five Business Days prior to the date of such Additional Preference Stock Closing; and (y) the certificates and other documents required to be delivered by FT or DT, as the case may be, pursuant to Article IV. (iii) The purchase of shares of Class A Preference Stock by FT and DT pursuant to this Section 2.2 shall be consummated concurrently, and no purchase of shares by FT or DT pursuant to this Section 2.2 shall be deemed to be effected unless and until the concurrent purchase by the other Party is so effected. (c) If FT and DT have purchased shares of Class A Preference Stock at the First Closing pursuant to Section 2.1(b)(ii)(IV)(A) hereof, the Company may, not later than five Business Days after the date on which the Conversion Price of such shares first becomes Fixed, deliver to FT and DT a notice (the "Additional Preference Stock Closing Notice") specifying (i) the number of Additional Preference Stock Closings scheduled to occur, provided that (x) no more than one Additional Preference Stock Closing shall be scheduled to occur unless the aggregate liquidation value of the Shares to be issued and delivered at all Additional Preference Stock Closings exceeds $500 million, and (y) there shall not be more than three Additional Preference Stock Closings, (ii) if more than one Additional Preference Stock Closing is scheduled, the date of each subsequent Additional Preference Stock Closing, provided that no Additional Preference Stock Closing may occur more than one year after the date of the first Additional Preference Stock Closing, and (iii) if more than one Additional Preference Stock Closing is scheduled, the liquidation value of the Shares to be issued and delivered at each Additional Preference Stock Closing, provided, further, that (x) the aggregate liquidation value of the Shares purchased at the first Additional Preference Stock Closing shall be at least $500 million, (y) the aggregate liquidation value of the Shares to be purchased at any subsequent Additional Preference Stock Closing shall be at least $100 million, and (z) if there are three Additional Preference Stock Closings, the Shares to be purchased at the second and third Additional Preference Stock Closings must have identical aggregate liquidation values, provided that the Company may only deliver such Additional Preference Stock Closing 27 Notice with respect to a decrease in the aggregate liquidation value of the shares of Class A Preference Stock to be purchased at the Additional Preference Stock Closing or Closings if a majority of the Continuing Directors shall have first approved (unless such approval is not required pursuant to Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such decrease in the aggregate liquidation value of the shares of Class A Preference Stock to be purchased at the Additional Preference Stock Closing or Closings. Section 2.3. Supplemental Preference Stock Closing. (a) If the Class A Holders make an election to defer conversion of the Class A Preference Stock in accordance with Section 3(a)(iii) of the Class A Provisions, the Company shall issue, sell and deliver to each of FT and DT, and each of FT and DT, severally and not jointly, shall purchase and accept, additional shares of Class A Preference Stock with an aggregate liquidation value equal to the excess of (i) the product of 86,236,036 (subject to adjustment as provided in Sections 2.6 and 2.7 hereof) and the per share Conversion Price over the (ii) aggregate liquidation value of the shares of Class A Preference Stock previously purchased (whether or not such Shares have been Transferred or redeemed). The purchase price of each such additional share shall be equal to its liquidation value. (b) A closing (the "Supplemental Preference Stock Closing") of the purchase of such shares of Class A Preference Stock shall take place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York, at 10:00 a.m., New York City time, on the date (the "Supplemental Preference Stock Closing Date") which is the tenth Business Day after the later of (i) the date of the election specified in Section 3(a)(iii) of the Class A Provisions and (ii) the date all of the conditions in respect of the Supplemental Preference Stock Closing set forth in Article IV have been fulfilled or waived (except for such conditions to be fulfilled concurrently with the Supplemental Preference Stock Closing), provided that the Supplemental Preference Stock Closing shall not take place more than five years and 60 days after the date of the First Closing (as such period may be extended pursuant to the provisos to Sections 4.2(a), 4.2(b), 4.3(a) and 4.3(b) hereof) and that the Supplemental Preference Stock Closing may take place at such other date and time as the Parties shall agree in writing. (i) At the Supplemental Preference Stock Closing, the Company shall deliver, or cause to be delivered, the following to each of FT and DT: (x) certificates representing one-half of the shares of Class A Preference Stock to be purchased at the Supplemental Preference Stock Closing in the name of FT or DT, respectively, against payment of the purchase price therefor, as provided below; and (y) the certificates and other documents required to be delivered by the Company pursuant to Article IV. (ii) At the Supplemental Preference Stock Closing, each of FT and DT shall deliver the following to the Company: (x) cash in the amount of one-half of the purchase price for such shares of Class A Preference Stock being purchased, such cash to be delivered by wire transfer of immediately available funds to an account designated by the Company at least five Business Days prior to the Supplemental Preference Stock Closing Date; and (y) the certificates and other documents required to be delivered by FT or DT, as the case may be, pursuant to Article IV. (iii) The purchase of shares of Class A Preference Stock by FT and DT pursuant to this Section 2.3 shall be consummated concurrently, and no purchase of shares by FT or DT pursuant to this Section 2.3 shall be deemed to be effected unless and until the concurrent purchase by the other Party is so effected. Section 2.4. Deferred Common Stock Closing. (a) If (i) FT and DT shall have purchased shares of Class A Preference Stock at the First Closing, (ii) the Cellular Spin-off Date shall have occurred or the Company 28 shall have delivered a Notice of Abandonment, (iii) the conditions to the establishment of the Conversion Date (as defined in the Articles) have been satisfied, (iv) the shares of Class A Preference Stock are to be converted on the Conversion Date pursuant to the Class A Provisions, and (v) such conversion has not been deferred as contemplated by Section 2.3 hereof, then, upon the terms and subject to the conditions of this Agreement, the Company shall issue, sell (if applicable) and deliver to each of FT and DT, and each of FT and DT, severally and not jointly, shall purchase and accept a number of shares of Class A Common Stock equal to the excess of (i) 86,236,036 shares (subject to adjustment as provided in Section 2.6 or 2.7) over (ii) the sum of (x) the number of such shares issued upon conversion of the outstanding shares of Class A Preference Stock, and (y) the number of shares that would have been issued in respect of shares of Class A Preference Stock previously purchased but which have been Transferred to Persons other than Class A Holders or redeemed, for a per share purchase price equal to the Conversion Price at which such shares of Class A Preference Stock were so converted into shares of Class A Common Stock, the purchase price payable as provided in this Section 2.4. (b) A closing (the "Deferred Common Stock Closing") of the purchase of shares of Class A Common Stock pursuant to this Section 2.4 shall take place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York, at 10:00 a.m., New York City time, on the date (the "Deferred Common Stock Closing Date") which is the later of (i) the Conversion Date, and (ii) the date all of the conditions set forth in Article IV have been fulfilled or waived, provided that the Deferred Common Stock Closing shall not take place more than five years and 60 days after the date of the First Closing (as such period may be extended pursuant to the provisos to Sections 4.2(a), 4.2(b), 4.3(a) and 4.3(b) hereof) or fewer than 30 Business Days after the date of the Cellular Spin-off, if any, by the Company, and provided, further, that the Deferred Common Stock Closing may take place at such other date and time as the Parties shall agree in writing. (i) At the Deferred Common Stock Closing, the Company shall deliver, or cause to be delivered, the following to each of FT and DT: (x) certificates representing one-half of the shares of Class A Common Stock to be purchased at the Deferred Common Stock Closing, in the name of FT or DT, respectively, against payment of the purchase price therefor, as provided below; (y) certificates representing the shares of Class A Common Stock to be delivered by the Company to FT and DT upon the conversion of the Class A Preference Stock if the Deferred Common Stock Closing shall take place on the Conversion Date; and (z) the certificates and other documents required to be delivered by the Company pursuant to Article IV. (ii) At the Deferred Common Stock Closing, each of FT and DT shall deliver the following to the Company: (x) certificates representing the outstanding shares of Class A Preference Stock for conversion if the Deferred Common Stock Closing shall take place on the Conversion Date and cash in the amount of one- half of the purchase price for the shares being purchased, such cash to be delivered by wire transfer of immediately available funds to an account designated by the Company at least five Business Days prior to the Deferred Common Stock Closing Date; and (y) the certificates and other documents required to be delivered by FT or DT, as the case may be, pursuant to Article IV. (iii) The purchase of shares of Class A Common Stock by FT and DT pursuant to this Section 2.4 shall be consummated concurrently, and no purchase of shares by FT or DT pursuant to this Section 2.4 shall be deemed to be effected unless and until the concurrent purchase by the other Party is so effected. Section 2.5. Purchases of Optional Shares. (a) Upon the terms and subject to the conditions of this Agreement, each of FT and DT shall have the right (but not the obligation) to purchase from the Company, and the Company shall issue, sell and deliver to each of FT and DT, as the case may be, shares ("Optional 29 Shares") of either Class A Common Stock, if the Class A Common Issuance Date has occurred, or Class A Preference Stock, if the Supplemental Preference Stock Closing has occurred, in a number equal to up to one-half of: (i) that number of additional shares of Class A Common Stock equal to, or Class A Preference Stock with a related number of Class A Conversion Shares equal to, 25% of the number of (x) shares of Common Stock issued by the Company after June 14, 1994 and on or prior to the Investment Completion Date but excluding shares of Common Stock issued in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence on or before the Initial Issuance Date (including any issued pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before the Initial Issuance Date, for a per share purchase price equal to (A) in the case of Class A Common Stock, the Weighted Average Price for such Common Stock, and (B) in the case of Class A Preference Stock, the product of the Weighted Average Price for such Common Stock multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase and (y) shares of Common Stock issued by the Company after June 14, 1994 and on or prior to the Initial Issuance Date in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before the Initial Issuance Date (including any issued pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before the Initial Issuance Date, for a per share purchase price equal to, (A) in the case of Class A Common Stock, the higher of the price at which Class A Common Stock was issued and sold to FT and DT at the Class A Common Issuance Date and the Weighted Average Price for such Common Stock, and (B) in the case of Class A Preference Stock, the higher of (I) the price at which Class A Preference Stock was sold to FT and DT at the Supplemental Preference Stock Closing, and (II) the product of the Weighted Average Price for such Common Stock multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase, provided that, notwithstanding clause (y) above, shares of Class A Stock purchased hereunder with respect to the issuance of Excess Shares shall be purchased for a per share purchase price equal to (A) in the case of Class A Common Stock, the Weighted Average Price for such Excess Shares, and (B) in the case of Class A Preference Stock, the product of the Weighted Average Price for such Excess Shares multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase. As used in this clause (i), "Excess Shares" means those shares of Common Stock issued by the Company after the date hereof and on or prior to the Initial Issuance Date (other than pursuant to employee benefit plans) in respect of the exercise of rights ("Rights") to purchase Common Stock or similar instruments (except rights issued pursuant to the Rights Agreement) issued after the date hereof and on or prior to the Initial Issuance Date that, when aggregated with all other shares of Common Stock which have been issued by the Company after the date hereof in respect of the exercise of Rights issued after the date hereof and on or prior to the Initial Issuance Date, exceed five percent of the number of shares of Common Stock outstanding on the date hereof (adjusted to reflect any stock split, subdivision, stock dividend or other reclassification, consolidation or combination of the Company's Voting Securities after the date hereof); and (ii) if after June 14, 1994 and on or prior to the Investment Completion Date the Company shall have issued or shall issue Voting Securities other than Common Stock or Class A Stock, a number of additional shares of Class A Stock sufficient for such additional shares of Class A Stock to represent 25% of the Votes represented by such Voting Securities, such Class A Stock to be purchased for a per share purchase price equal to (A) in the case of Class A Common Stock, the Market Price of a share of Common Stock on the date or dates such Voting Securities are issued, and (B) in the case of Class A Preference Stock, the product of the Market Price of a share of Common Stock on the date or dates such Voting Securities are issued, multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase, provided that shares of Class A Preference Stock purchased at the Optional Shares Closing shall have a per share liquidation value equal to their per share purchase price. 30 (b) Within ten Business Days following the Investment Completion Date, the Company shall deliver to each of FT and DT written notice of the number of Optional Shares they are entitled to purchase, setting forth in reasonable detail a description of the issuances of Voting Securities that gave rise to FT and DT's right to purchase the Optional Shares and the basis for its computation of the price per share of Common Stock associated with each Optional Share. Each of FT and DT may exercise its right to purchase any or all of the Optional Shares by written notice delivered to the Company prior to the tenth Business Day after the Company's delivery of such notice (the "Notice of Exercise") setting forth the number of Optional Shares that it wishes to purchase and the related per share price or prices for such Optional Shares. The Notice of Exercise shall constitute a binding commitment on the part of the Buyer in question to purchase such Optional Shares upon the terms set forth in this Agreement. (c) The closing (the "Optional Shares Closing") of the purchase and sale of the Optional Shares, if any, shall take place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York at 10:00 a.m., New York City time, on the thirtieth Business Day after the Company's receipt of the notice described in clause (b), or at such other date and time as the Parties shall agree in writing, provided that, if the Optional Shares Closing shall not have occurred prior to the 60th day following the Investment Completion Date, the Class A Holders may, upon written notice delivered to the Company, be released from all obligations to purchase Shares pursuant to this Section 2.5, notwithstanding any delivery of the Notice of Exercise. (i) At the Optional Shares Closing, the Company shall deliver, or cause to be delivered, the following to each of FT and DT: (x) certificates representing the number of Optional Shares to be purchased by FT or DT, respectively, in the name of FT or DT, as the case may be, against payment of the purchase price therefor; and (y) the certificates and other documents required to be delivered by the Company pursuant to Article V. (ii) At the Optional Shares Closing, each of FT and DT shall deliver the following to the Company: (x) cash in the amount of the aggregate purchase price for the Optional Shares to be purchased by it, by wire transfer of immediately available funds to an account designated by the Company at least five Business Days prior to the date of the Optional Shares Closing; and (y) the certificates and other documents required to be delivered by FT or DT, as the case may be, pursuant to Article V. Section 2.6. Antidilution. The number of shares of Class A Stock to be purchased by the Buyers hereunder, and, in accordance with the Class A Provisions, the purchase price therefor and the dollar amounts used in calculating the foregoing, shall be adjusted to reflect any stock split, subdivision, stock dividend, or other reclassification, consolidation or a combination of the Voting Securities of the Company or similar action or transaction in each case occurring during the period beginning June 14, 1994 and ending on the Investment Completion Date, provided that no adjustment shall be made under this Section 2.6 in respect of the Cellular Spin-off. Section 2.7. Reduction of Purchased Shares. The number of shares of Class A Stock to be purchased by FT and DT hereunder shall be reduced by the minimum number of shares, if any, necessary so that, following the Investment Completion Date, FT and DT and their respective Affiliates shall Beneficially Own in the aggregate 20% of the sum of (a) the aggregate number of Votes of the Company outstanding at that time and (b) the aggregate number of Votes represented by the Voting Securities which FT and DT and their respective Affiliates have committed to purchase from the Company. Any reduction in shares pursuant to this Section 2.7 shall be borne one-half by each of FT and DT. Section 2.8. Effect of Conversion. If after the Initial Issuance Date, the Fundamental Rights (as such term is defined in the Stockholders' Agreement) shall have terminated as to all outstanding shares of Class A 31 Preference Stock, or all outstanding shares of Class A Common Stock shall have converted into Common Stock, in each case pursuant to Section 7 of the Class A Provisions, each share of Class A Stock to have been issued by the Company pursuant to this Agreement shall (i) in the case of shares of Class A Common Stock, instead be issued as one duly issued, fully paid and nonassessable share of Common Stock, and (ii) in the case of shares of Class A Preference Stock, instead be issued as that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares immediately prior to such issuance. ARTICLE III CONDITIONS TO THE FIRST CLOSING Section 3.1. Conditions to Each Party's Obligations. The obligation of each Party to consummate the transactions contemplated hereby at the First Closing is subject to the fulfillment of each of the following conditions on or prior to the Initial Issuance Date: (a) All notifications required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to carry out the transactions contemplated by this Agreement or by the Other Agreements shall have been made, and the applicable waiting period and any extensions thereof shall have expired or been terminated, without the imposition of any Burdensome Condition. (b) (i) The Commission of the European Communities, pursuant to Article 85(3) of the Treaty of Rome, shall have granted an exemption which exempts the Joint Venture Documents and the transactions contemplated thereby (and, if necessary, this Agreement and each Other Agreement, and the transactions contemplated hereby and thereby) from the operation of Article 85(1) of the Treaty of Rome, without the imposition of any Burdensome Condition, or (ii) each Party shall have determined, in its individual and sole discretion, that it is satisfied that such exemption will be granted in a reasonable time and without the imposition of a Burdensome Condition. (c) FT shall have received the approval of the French minister in charge of economic affairs and finance (ministre charge de l'economie et des finances) and the French minister in charge of posts and telecommunications (ministre charge des postes et des telecommunications) to carry out the transactions contemplated hereby, and by the Other Agreements and the Joint Venture Documents, without the imposition of a Burdensome Condition. (d) Either (i) DT shall have received the approval of the Bundeskartellamt to carry out the transactions contemplated hereby, and by the Other Agreements and the Joint Venture Documents, without the imposition of a Burdensome Condition, or (ii) the exemption referred to in clause (b)(i) of this Section 3.1 shall have been obtained. (e) All other Governmental Approvals required to be obtained to consummate the transactions contemplated by this Agreement, the Other Agreements and the Joint Venture Documents shall have been obtained, and all other applicable pre-consummation waiting periods shall have expired, except for Governmental Approvals and waiting periods the failure of which to obtain or satisfy would not, individually or in the aggregate, be reasonably likely to impose a Burdensome Condition or materially and adversely affect the ability of any Party to perform its obligations hereunder or under the Other Agreements. (f) No order of any Governmental Authority (including a court order) shall have been entered that enjoins, restrains or prohibits consummation of the transactions contemplated by this Agreement or the Other Agreements, or puts in doubt the validity of this Agreement or the Other Agreements in any material respect. (g) No action shall have been taken by any Governmental Authority to rescind or withdraw any of the Governmental Approvals described or referred to in this Section 3.1 or to rescind the termination of the review and investigation of the transactions contemplated by this Agreement and the Other Agreements under Exon-Florio, and no action shall have been taken to modify any such Governmental Approvals or any determination with respect to the investigation under Exon-Florio in a manner that would impose a Burdensome Condition. 32 (h) The stockholders of the Company shall have duly approved the Proposals by the requisite vote at the Stockholders' Meeting. (i) The Company shall have been advised by the New York Stock Exchange that the Common Stock will continue to be listed on the New York Stock Exchange after (i) the issuance and sale of the Class A Common Stock and/or the Class A Preference Stock and (ii) the effectiveness of the provisions of this Agreement, the Other Agreements and the Amendment. (j) The conditions to closing set forth in Article 13 of the Joint Venture Agreement shall have been fulfilled or validly waived and the "Closing" as such term is defined in the Joint Venture Agreement shall have occurred simultaneously with the First Closing. (k) (i) An effective written order or other final action from the FCC (either in the first instance or upon review or reconsideration) affirming that (x) the transactions contemplated by this Agreement and the Other Agreements do not result in a transfer of control within the meaning of Section 310(d) of the Communications Act; (y) a level of foreign ownership in the Company of up to 28 percent is not inconsistent with the public interest; and (z) the transactions contemplated by this Agreement and the Other Agreements are not otherwise inconsistent with the public interest, or an effective written order or other final action by the FCC (either in the first instance or upon review or reconsideration) to the effect that no such approval is required; or (ii) an effective written order from, or other final action taken by, the FCC pursuant to delegated authority (either in the first instance or upon review or reconsideration) affirming that (x) the transactions contemplated by this Agreement and the Other Agreements do not result in a transfer of control within the meaning of Section 310(d) of the Communications Act; (y) a level of foreign ownership in the Company of up to 28 percent is not inconsistent with the public interest; and (z) the transactions contemplated by this Agreement and the Other Agreements are not otherwise inconsistent with the public interest, or an effective written order from, or other final action taken by, the FCC pursuant to delegated authority (either in the first instance or upon review or reconsideration) to the effect that no such approval is required, which order or final action shall no longer be subject to further administrative review; shall have been obtained, and shall not have been revoked or stayed as of the Initial Issuance Date, and such order or final action shall not impose any Burdensome Condition, provided that any Party may waive the requirement that any such order or final action contain the provision described in clause (y) of subsection (k)(i) or (k)(ii) of this Section 3.1 and such waiver shall be binding upon all Parties. For purposes of Section 3.1(k)(ii), an order from, or other final action taken by, the FCC pursuant to delegated authority shall be deemed no longer subject to further administrative review: (x) if no petition for reconsideration or application for review by the FCC of such order or final action has been filed within thirty days after the date of public notice of such order or final action, as such 30-day period is computed and as such date is defined in Sections 1.104 and 1.4 (or any successor provisions), as applicable, of the FCC's rules, and the FCC has not initiated review of such order or final action on its own motion within forty days after the date of public notice of the order or final action, as such 40-day period is computed and such date is defined in Sections 1.117 and 1.4 (or any successor provisions) of the FCC's rules; or (y) if any such petition for reconsideration or application for review has been filed, or, if the FCC has initiated review of such order or final action on its own motion, the FCC has issued an effective written order or taken final action to the effect set forth in clause (i) above. Section 3.2. Conditions to the Buyers' Obligations. The obligation of each Buyer to consummate the transactions contemplated hereby at the First Closing is subject to the fulfillment of each of the following conditions on or prior to the Initial Issuance Date: (a) The representations and warranties of the Company made pursuant to this Agreement and the Other Agreements shall be true and correct in all material respects at and as of the date hereof and at 33 and as of the Initial Issuance Date as if such representations and warranties were made at and as of the Initial Issuance Date except for representations and warranties that relate solely to a date prior to the Initial Issuance Date and except to the extent contemplated or permitted by this Agreement, the Other Agreements, the Articles as amended by the Amendment or the Joint Venture Documents. (b) The Company shall have duly performed and complied in all material respects with each agreement, covenant and condition herein and in each Other Agreement required to be performed or complied with by it on or prior to the Initial Issuance Date. (c) No Proceeding shall be pending or threatened that (i) restrains, prohibits, prevents or materially changes, or presents a substantial possibility of restraining, prohibiting, preventing or materially changing, the terms of the transactions contemplated by this Agreement or the Other Agreements or (ii) presents a substantial possibility of resulting in material Damages to FT or DT or their Subsidiaries, or imposing a Burdensome Condition as to FT or DT or Atlas, in each case arising from such transactions. For purposes of this Section 3.2(c), the term "material Damages" shall mean Damages material to any Buyer and its Subsidiaries taken as a whole or material in relation to the amount to be invested by such Buyer in the Company pursuant to this Agreement. (d) The Company shall have delivered to each of the Buyers a certificate, dated the Initial Issuance Date, signed by a duly authorized senior officer certifying that the conditions specified in Sections 3.2(a), (b) and (c) (as to Proceedings involving the Company) have been fulfilled. (e) The Board of Directors shall have taken appropriate action so that the provisions of Kan. Stat. Ann. (S) 17-12,101 (1994) (the "Business Combination Statute") restricting "business combinations" with "interested stockholders" (each as defined in Kan. Stat. Ann. (S) 17-12,100 (1994)) will not apply to FT, DT or any Person who as of the date hereof is an Affiliate of FT or DT with respect to the purchase and sale of shares of capital stock of the Company pursuant to this Agreement. (f) Each of the Buyers shall have received opinions, dated as of the Initial Issuance Date, from counsel to the Company reasonably satisfactory to the Buyers which address favorably the matters set forth in Exhibit F and which are in form and substance reasonably satisfactory to the Buyers. (g) The Common Stock issuable upon conversion of the Class A Stock shall have been duly authorized and reserved for issuance by the Company, and listed on the New York Stock Exchange, subject to official notice of issuance. (h) The Company shall have duly executed and delivered the following: (i) the Stockholders' Agreement; (ii) the Registration Rights Agreement; (iii) the FT Investor Confidentiality Agreement; and (iv) the DT Investor Confidentiality Agreement. (i) The Amendment shall have been duly adopted pursuant to the applicable provisions of the General Corporation Code of the State of Kansas and filed with the appropriate Kansas Governmental Authorities, and shall be in full force and effect. (j) The Company shall have duly adopted the Bylaws Amendment and such amended terms shall be in full force and effect. (k) No Major Competitor of FT or DT or of the Joint Venture shall have acquired Voting Securities of the Company, if (i) such Voting Securities were acquired as a result of a transaction with the Company, and following such transaction such Major Competitor possesses a Percentage Ownership Interest in the Company greater than ten percent, or (ii) the Company otherwise has taken steps for the purpose of encouraging or facilitating an acquisition by such a Major Competitor of a Percentage Ownership Interest in the Company greater than ten percent (including, without limitation, by any waiver, amendment or termination of the Rights Agreement). No Change of Control shall have occurred. 34 Section 3.3. Conditions to the Company's Obligations. The obligation of the Company to consummate the transactions contemplated hereby at the First Closing is subject to the fulfillment of each of the following conditions on or prior to the Initial Issuance Date: (a) The representations and warranties of each of the Buyers made pursuant to this Agreement and the Other Agreements shall be true and correct in all material respects at and as of the date hereof, and at and as of the Initial Issuance Date as if such representations and warranties were made at and as of the Initial Issuance Date except for representations and warranties that relate solely to a date prior to the Initial Issuance Date and except to the extent contemplated or permitted by this Agreement, the Other Agreements, the Articles as amended by the Amendment or the Joint Venture Documents. (b) FT and DT and each of their respective Affiliates shall have duly performed and complied in all material respects with each agreement, covenant and condition herein and in each Other Agreement required to be performed or complied with by it on or prior to the Initial Issuance Date. (c) No Proceeding shall be pending or threatened that (i) restrains, prohibits, prevents or materially changes, or presents a substantial possibility of restraining, prohibiting, preventing or materially changing, the terms of the transactions contemplated by this Agreement or the Other Agreements, or (ii) presents a substantial possibility of resulting in material Damages to the Company or its Subsidiaries, or imposing a Burdensome Condition as to the Company or Sprint Sub, in each case arising from such transactions. For purposes of this Section 3.3(c), the term "material Damages" shall mean Damages material to the Company and its Subsidiaries taken as a whole or material in relation to the amount to be invested in the Company pursuant to this Agreement. (d) Each Buyer shall have delivered to the Company a certificate, dated the Initial Issuance Date, signed by a duly authorized senior officer, certifying that the conditions specified in Sections 3.3(a), (b) and (c) (as to Proceedings involving such Buyer) have been fulfilled. (e) The Company shall have received opinions, dated as of the Initial Issuance Date, from: (i) counsel to FT reasonably satisfactory to the Company which address favorably the matters set forth in Exhibit G and which are in form and substance reasonably satisfactory to the Company, and (ii) counsel to DT reasonably satisfactory to the Company which address favorably the matters set forth in Exhibit H and which are in form and substance reasonably satisfactory to the Company. (f) Each Buyer shall have duly executed and delivered the following: (i) the Stockholders' Agreement; and (ii) the Registration Rights Agreement. (g) FT shall have duly executed and delivered the FT Investor Confidentiality Agreement. (h) DT shall have duly executed and delivered the DT Investor Confidentiality Agreement. ARTICLE IV CONDITIONS TO AN ADDITIONAL PREFERENCE STOCK CLOSING, SUPPLEMENTAL PREFERENCE STOCK CLOSING AND DEFERRED COMMON STOCK CLOSING Section 4.1. Condition to Each Party's Obligations. The obligation of each Party to consummate the transactions contemplated hereby at an Additional Preference Stock Closing, Supplemental Preference Stock Closing, or Deferred Common Stock Closing (each an "Article IV Closing") is subject to the fulfillment of the condition that, on or prior to the date of the Article IV Closing in question, no order of any Governmental Authority (including a court order) shall have been entered that enjoins, restrains or prohibits consummation of the transactions contemplated by this Agreement or the Other Agreements or puts in doubt the validity of this Agreement or the Other Agreements in any material respect, provided that, if such an order is entered, the date of the Article IV Closing in question shall be delayed for a period of not more than one year from 35 the date on which such Article IV Closing would have occurred but for such order (but not beyond the end of such one-year period), if during such time any Party shall be appealing, challenging or otherwise attempting to resolve such order in a diligent manner, provided, further, that the purchase price for shares sold at such Article IV Closing shall be that which would have obtained if no such order had been entered and such Article IV Closing had taken place on the date on which it would have taken place but for such order. Section 4.2. Conditions to the Buyers' Obligations. The obligation of each Buyer to consummate the transactions contemplated hereby at an Article IV Closing is subject to the fulfillment of each of the following conditions on or prior to the date of such Article IV Closing: (a) The representations and warranties of the Company set forth in: (i) Sections 6.1, 6.2(a), 6.3 and 6.4 shall be true and correct in all material respects at and as of the date hereof and at and as of the date of such Article IV Closing as if such representations and warranties were made at and as of such date except (x) with respect to representations and warranties that relate solely to a date prior to such date, and were true and correct in all material respects on such prior date, and (y) to the extent contemplated or permitted by this Agreement, the Other Agreements, the Articles as amended by the Amendment or the Joint Venture Documents; and (ii) the first two sentences of Section 6.5(a) (as to SEC Documents filed prior to the Initial Issuance Date) and Section 6.6 (but in the case of Section 6.6 only as to changes prior to the Initial Issuance Date, but after the later of (x) the end of the quarter covered by the last Quarterly Report on Form 10-Q of the Company filed prior to the Initial Issuance Date, and (y) the end of the year covered by the last Annual Report on Form 10-K of the Company filed prior to the Initial Issuance Date) shall be true and correct in all material respects at and as of the date hereof, except to the extent such failure to be true and correct does not relate to, and is not reasonably likely to relate to, a material adverse change in the business, operations, results of operations, financial condition, assets or liabilities of the Company compared to the last to be filed prior to the Initial Issuance Date of the Annual Report on Form 10-K of the Company or the Quarterly Report on Form 10-Q of the Company; provided that if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Buyers or their rights hereunder (other than as to the timing of such Article IV Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of the Article IV Closing in question may be delayed by the Company (i) for a period of not more than 180 days from the date such Article IV Closing would have occurred but for the failure of such condition to be satisfied, if during such time the Company is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such a dispute until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the Company is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non-appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period provided in the immediately preceding clause (x)), if the Company shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for shares sold at such Article IV Closing shall be that which would have obtained but for the delay pursuant to the proviso to this Section 4.2(a). (b) The Company shall have performed and complied in all material respects with its obligations under Section 8.8 of this Agreement; Article FIFTH of the Articles as amended by the Amendment (to the extent such Article relates to the rights of the holders of Class A Stock); the Class A Provisions; and Articles III, IV, V and VI, and Sections 7.1, 7.4, 7.8, 7.10 and 7.11 of the Stockholders' Agreement, 36 provided, that, if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Buyers or their rights hereunder (other than as to the timing of such Article IV Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of such Article IV Closing may be delayed by the Company (i) for a period of not more than 180 days from the date such Article IV Closing would have occurred but for the failure of such condition to be satisfied, if during such time the Company is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such a dispute until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the Company is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non-appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period provided in the immediately preceding clause (x)), if the Company shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for shares sold at such Article IV Closing shall be that which would have obtained but for the delay pursuant to the proviso to this Section 4.2(b). (c) There shall not have occurred a Change of Control. (d) The Company shall have delivered to the Buyers a certificate, dated the date of such Article IV Closing, signed by a duly authorized senior officer of the Company, certifying that the conditions specified in Section 4.2(a), (b) and (c) have been fulfilled. (e) Each of the Buyers shall have received an opinion, dated the date of such Article IV Closing, from the General Counsel of the Company which addresses favorably the matters set forth in Exhibit I and which is in form and substance reasonably satisfactory to the Buyers. Section 4.3. Conditions to the Company's Obligations. The obligation of the Company to consummate the transactions contemplated hereby at an Article IV Closing is subject to the fulfillment of each of the following conditions on or prior to the date of such Article IV Closing: (a) The respective representations and warranties of each of the Buyers set forth in Sections 7.1(a), 7.1(b), 7.1(e), 7.1(g), 7.2(a), 7.2(b) and 7.2(e) shall be true and correct in all material respects at and as of the date hereof, and at and as of the date of the Article IV Closing in question as if such representations and warranties were made at and as of such date except (i) with respect to representations and warranties that relate solely to a date prior to such date and were true and correct in all material respects on such prior date, and (ii) to the extent contemplated or permitted by this Agreement, the Other Agreements or the Articles as amended by the Amendment, provided that, if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Company or its rights hereunder (other than as to the timing of such Article IV Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of such Article IV Closing may be delayed by the relevant Buyer (i) for a period of not more than 180 days from the date such Article IV Closing would have occurred but for the failure of such condition to be satisfied, if during such time the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such a dispute until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non-appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period provided in the immediately preceding clause (x)), if the relevant Buyer shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for shares sold at such Article IV Closing shall be that which would have obtained but for the delay pursuant to the proviso to this Section 4.3(a). 37 (b) Each Buyer shall have performed and complied in all material respects with its obligations under Article II of this Agreement; Article II and Section 7.5 of the Stockholders' Agreement; Sections 2.1, 3.1 and 3.2(b) of the Standstill Agreement; and the FT Investor Confidentiality Agreement (in the case of FT) or the DT Investor Confidentiality Agreement (in the case of DT), provided that, if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Company or its rights hereunder (other than as to the timing of such Article IV Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of such Article IV Closing may be delayed by the relevant Buyer (i) for a period of not more than 180 days from the date such Article IV Closing would have occurred but for the failure of such condition to be satisfied, if during such time the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such a dispute until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non-appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period provided in the immediately preceding clause (x)), if the relevant Buyer shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for shares sold at such Article IV Closing shall be that which would have obtained but for the delay pursuant to the proviso to this Section 4.3(b). (c) Each Buyer shall have delivered to the Company a certificate, signed by a duly authorized senior officer, dated the date of such Article IV Closing, certifying that the conditions specified in Section 4.3(a) and (b) have been fulfilled. Section 4.4. Effect of Certain Breaches. Except as set forth in Sections 4.2, 4.3 and 10.1, no breach of the representations, warranties, covenants or agreements contained in this Agreement or any of the Other Agreements shall affect the obligations of the Parties to consummate the purchase and sale of capital stock of the Company at any Article IV Closing, provided that this sentence shall not affect any other rights, liabilities, duties or obligations of the Parties arising under this Agreement, any of the Other Agreements or any of the Joint Venture Documents as a result of such breach. ARTICLE V CONDITIONS TO THE OPTIONAL SHARES CLOSING Section 5.1. Condition to Each Party's Obligations. The obligation of each Party to consummate the transactions contemplated hereby at the Optional Shares Closing is subject to the fulfillment of the condition that, on or prior to the date of the Optional Shares Closing, no order of any Governmental Authority (including a court order) shall have been entered that enjoins, restrains or prohibits consummation of the transactions contemplated by this Agreement or the Other Agreements or puts in doubt the validity of this Agreement or the Other Agreements in any material respect, provided that, if such an order is entered, the date of the Optional Shares Closing shall be delayed for a period of not more than one year from the date on which the Optional Shares Closing would have occurred but for such order (but not beyond the end of such one-year period), if during such time any Party shall be appealing, challenging or otherwise attempting to resolve such order in a diligent manner. Section 5.2. Conditions to the Buyers' Obligations. The obligation of each Buyer to consummate the transactions contemplated hereby at the Optional Shares Closing is subject to the fulfillment of each of the following conditions on or prior to the date of the Optional Shares Closing: (a) The representations and warranties of the Company set forth in: (i) Sections 6.1, 6.2(a), 6.3 and 6.4 shall be true and correct in all material respects at and as of the date hereof and at and as of the date of the Optional Shares Closing as if such representations 38 and warranties were made at and as of the date of the Optional Shares Closing except (x) with respect to representations and warranties that relate solely to a date prior to the date of the Optional Shares Closing, and were true and correct in all material respects on such prior date, and (y) to the extent contemplated or permitted by this Agreement, the Other Agreements or the Articles as amended by the Amendment or the Joint Venture Documents; and (ii) the first two sentences of Section 6.5(a) (as to SEC Documents filed prior to the Initial Issuance Date) and Section 6.6 (but in the case of Section 6.6 only as to changes prior to the Initial Issuance Date, but after the later of (x) the end of the quarter covered by the last Quarterly Report on Form 10-Q of the Company filed prior to the Initial Issuance Date, and (y) the end of the year covered by the last Annual Report on Form 10-K of the Company filed prior to the Initial Issuance Date) shall be true and correct in all material respects at and as of the date hereof, except to the extent such failure to be true and correct does not relate to, and is not reasonably likely to relate to, a material adverse change in the business, operations, results of operations, financial condition, assets or liabilities of the Company compared to the last to be filed prior to the Initial Issuance Date of the Annual Report on Form 10-K of the Company or the Quarterly Report on Form 10-Q of the Company; provided that if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Buyers or their rights hereunder (other than as to the timing of the Optional Shares Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether this condition has been satisfied, the date of the Optional Shares Closing may be delayed by the Company (i) for a period of not more than 180 days from the date the Optional Shares Closing would have occurred but for the failure of such condition to be satisfied, if during such time the Company is attempting in a diligent manner to cause all such conditions to be satisfied, or (ii) in the case of such a dispute, until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the Company is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non- appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period in the immediately preceding clause (x)), if the Company shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for Shares sold at the Optional Shares Closing shall be that which would have been obtained but for the delay pursuant to the proviso to this Section 5.2(a). (b) The Company shall have performed and complied in all material respects with its obligations under Section 8.8 of this Agreement; Article FIFTH of the Articles as amended by the Amendment (to the extent such Article relates to the rights of the holders of Class A Stock); that portion of Article SIXTH of the Articles as amended by the Amendment entitled "General Provisions Relating to Class A Stock"; and Articles III, IV, V and VI, and Sections 7.1, 7.4, 7.8, 7.10 and 7.11 of the Stockholders' Agreement, provided that, if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Buyers or their rights hereunder (other than as to the timing of the Optional Shares Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of the Optional Shares Closing may be delayed by the Company (i) for a period of not more than 180 days from the date the Optional Shares Closing would have occurred but for the failure of such condition to be satisfied, if during such time the Company is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such a dispute until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the Company is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non-appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the 39 effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period provided in the immediately preceding clause (x)), if the Company shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for Shares sold at the Optional Shares Closing shall be that which would have been obtained but for the delay pursuant to the proviso to this Section 5.2(b). (c) There shall not have occurred a Change of Control. (d) The Company shall have delivered to each of the Buyers a certificate, dated the date of the Optional Shares Closing, signed by a duly authorized senior officer of the Company, certifying that the conditions specified in Section 5.2(a), (b) and (c) have been fulfilled. (e) Each of the Buyers shall have received an opinion, dated as of the date of the Optional Shares Closing, from the General Counsel of the Company which addresses favorably the matters set forth in Exhibit J and which is in form and substance reasonably satisfactory to the Buyers. Section 5.3. Conditions to the Company's Obligations. The obligation of the Company to consummate the transactions contemplated hereby at the Optional Shares Closing is subject to the fulfillment of each of the following conditions on or prior to the date of the Optional Shares Closing: (a) The respective representations and warranties of each of the Buyers set forth in Sections 7.1(a), 7.1(b), 7.1(e), 7.1(g), 7.2(a), 7.2(b) and 7.2(e) shall be true and correct in all material respects at and as of the date hereof, and on and as of the date of the Optional Shares Closing as if such representations and warranties were made at and as of the date of the Optional Shares Closing except (i) with respect to representations and warranties that relate solely to a date prior to the date of the Optional Shares Closing and were true and correct in all material respects on such prior date, and (ii) to the extent contemplated or permitted by this Agreement, the Other Agreements or the Articles as amended by the Amendment, provided that, if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Company or its rights hereunder (other than as to the timing of the Optional Shares Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of the Optional Shares Closing may be delayed by the relevant Buyer (i) for a period of not more than 180 days from the date the Optional Shares Closing would have occurred but for the failure of such condition to be satisfied, if during such time the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such dispute as to whether such condition has been satisfied, until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, and (y) the rendering of a final and non- appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period provided in the immediately preceding clause (x)), if the relevant Buyer shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for Shares sold at the Optional Shares Closing shall be that which would have been obtained but for the delay pursuant to the proviso to this Section 5.3(a). (b) Each Buyer shall have performed and complied in all material respects with its obligations under Article II of this Agreement; Article II and Section 7.5 of the Stockholders' Agreement; Sections 2.1, 3.1 and 3.2(b) of the Standstill Agreement; and the FT Investor Confidentiality Agreement (in the case of FT) or the DT Investor Confidentiality Agreement (in the case of DT), provided that, if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Company or its rights hereunder (other than as to the timing of the Optional Shares Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of the Optional Shares Closing may be delayed by the relevant Buyer (i) for a period of not more 40 than 180 days from the date the Optional Shares Closing would have occurred but for the failure of such condition to be satisfied, if during such time the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such a dispute until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the relevant Buyer is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non-appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the end of the 90-day period provided in the immediately preceding clause (x)), if the relevant Buyer shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for Shares sold at the Optional Shares Closing shall be that which would have been obtained but for the delay pursuant to the proviso to this Section 5.3(b). (c) Each Buyer shall have delivered to the Company a certificate, signed by a duly authorized senior officer, dated the date of the Optional Shares Closing, certifying that the conditions specified in Section 5.3(a) and (b) have been fulfilled. Section 5.4. Effect of Certain Breaches. Except as set forth in Sections 5.2, 5.3 and 10.1, no breach of the representations, warranties, covenants or agreements contained in this Agreement or any of the Other Agreements shall affect the obligations of the Parties to consummate the purchase and sale of the Optional Shares at the Optional Shares Closing, provided, that this sentence shall not affect any other rights, liabilities, duties or obligations of the Parties arising under this Agreement, any of the Other Agreements or any of the Joint Venture Documents as a result of such breach. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to each of FT and DT as follows: Section 6.1. Organization, Qualification, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas. The Company has all requisite corporate power and authority to: (a) enter into this Agreement and each Other Agreement, (b) subject to approval by the stockholders of the Company and to the filing of the Amendment, issue and sell (or deliver upon conversion, as the case may be) shares of Class A Common Stock, Class A Preference Stock and Common Stock to the Buyers pursuant to this Agreement, the Stockholders' Agreement and the Articles as amended by the Amendment and comply with its obligations under this Agreement and each Other Agreement, and (c) own, lease and operate its properties and assets and to carry on in all material respects its business as now being conducted and proposed to be conducted as shall be described in the Proxy Statement. The copies of the Articles and the Bylaws, which have been delivered previously to each Buyer, are complete and correct and in full force and effect, in each case on the date hereof. Section 6.2. Capital Stock and Other Matters. (a) Section 6.2 of the Company Disclosure Schedule sets forth the authorized capital stock of the Company, the number of each class of shares issued and outstanding, the number of each class of shares reserved for issuance pursuant to convertible securities, options and other agreements, and the number of each class of shares held by the Company in its treasury or held by its Subsidiaries, at June 14, 1994 and as at a date which is no more than ten Business Days prior to the date hereof (the "Capitalization Date"). The Company has issued no more than 150,000 shares of Common Stock and no shares of Preferred Stock between the Capitalization Date and the date hereof. No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of shares of capital stock of the Company may vote were issued or outstanding on June 14, 1994 or are issued and outstanding on the date hereof. All of the issued and outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable. No holder of the outstanding shares of the Company's capital stock is entitled to preemptive rights with respect to any issuance of shares of Class A Common Stock. 41 (b) No class of capital stock is entitled to preemptive rights. Except as set forth in Section 6.2 of the Company Disclosure Schedule, there are no stockholder agreements, voting trusts or other Contracts to which the Company is a party or by which it is bound relating to the voting or transfer of any shares or units of any Voting Securities of the Company. Section 6.3. Validity of Shares. Subject to obtaining the approval of the stockholders of the Company specified in Section 8.4 hereof and to the filing of the Amendment with the appropriate Kansas Governmental Authorities, when the shares of Class A Common Stock and Class A Preference Stock, as the case may be, are issued and delivered, or any shares of Common Stock are sold and delivered, in each case against payment therefor (or upon conversion, as the case may be) at the relevant closing as provided hereby, each such share shall be validly issued, free of any Lien (other than any Lien arising due to action or inaction of any of the Buyers), fully paid and a non-assessable share of capital stock of the Company. Section 6.4. Corporate Authority; No Violation. (a) The execution, delivery and performance of this Agreement and each Other Agreement, and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Company's capital stock) have been duly authorized by all requisite corporate action on the part of the Company, subject to obtaining the approval of the stockholders of the Company specified in Section 8.4 hereof and to the filing of the Amendment with the appropriate Kansas Governmental Authorities and, assuming that, with respect solely to those provisions of this Agreement, the Stockholders' Agreement and the Amendment that require explicitly the receipt of Continuing Director approval for the performance of obligations or consummation of transactions on the part of the Company hereunder or thereunder, Continuing Director approval is obtained in the manner provided herein or therein. Upon the execution and delivery of this Agreement and each Other Agreement by the Company, each such agreement will constitute a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Neither the execution, delivery and performance by the Company of this Agreement and each Other Agreement, the adoption of the Bylaws Amendment and the adoption and filing of the Amendment nor the consummation by the Company of the transactions contemplated hereby or thereby will: (i) subject to the approval of the Proposals by the stockholders of the Company and the filing of the Amendment with the appropriate Kansas Governmental Authorities, violate or conflict with any provision of the Articles or Bylaws, assuming that, with respect solely to those provisions of this Agreement, the Stockholders' Agreement and the Amendment that require explicitly the receipt of Continuing Director approval for the performance of obligations or consummation of transactions on the part of the Company hereunder or thereunder, Continuing Director approval is obtained in the manner provided herein or therein; (ii) require any Governmental Approvals or Third Party Approvals, except (x) as set forth in Section 6.4 of the Company Disclosure Schedule or (y) where the failure to so obtain, make or file such Governmental Approvals or Third Party Approvals, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or adversely affect in any material respect the Company's ability to perform its obligations hereunder or under the Other Agreements; (iii) except as set forth in Section 6.4 of the Company Disclosure Schedule, result in a default (or an event that, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except for any such defaults, terminations, cancellations, amendments, accelerations, losses, or Liens that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or adversely affect in any material respect the Company's ability to perform its obligations hereunder or under the Other Agreements; or (iv) except as set forth in Section 6.4 of the Company Disclosure Schedule, violate or conflict with any Applicable Law applicable to the Company or any of its Subsidiaries, or any of 42 the properties, businesses, or assets of any of the Company or any of its Subsidiaries, except violations and conflicts that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or adversely affect in any material respect the Company's ability to perform its obligations hereunder or under the Other Agreements. Section 6.5. Company Reports and Financial Statements. (a) The Company has previously made available to FT and DT complete and correct copies of each: (i) annual report on Form 10-K for the Company; (ii) quarterly report on Form 10-Q for the Company; (iii) definitive proxy statement for the Company; (iv) current report on Form 8-K for the Company; and (v) other form, report, schedule and statement, in the case of each of clauses (i), (ii), (iii), (iv) and (v) filed by the Company with the SEC under the Exchange Act since January 1, 1993 (collectively, the "SEC Documents"). As of their respective dates, each of the SEC Documents complied (or will comply) in all material respects with the requirements of the Exchange Act to the extent applicable to such SEC Document, and none of such SEC Documents (as of their respective dates) contained (or will contain) an untrue statement of a material fact or omitted (or will omit) to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except as the same was corrected or superseded in a subsequent document duly filed with the SEC, that has been delivered to the Buyers. Since January 1, 1993, the Company has timely filed all reports and registration statements and made all filings required to be filed under the Exchange Act with the SEC under the rules and regulations of the SEC. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents (including any related notes) fairly present the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and changes in cash flows for the periods specified, subject, where appropriate, to normal year-end audit adjustments, in each case in accordance with past practice and GAAP applied on a consistent basis during the periods involved (except as otherwise stated therein). Except as and to the extent set forth in the SEC Documents or Section 6.5 of the Company Disclosure Schedule, since March 31, 1995, the Company and its Subsidiaries have incurred no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations that, individually and in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or materially and adversely affect the Company's ability to perform its obligations hereunder or under the Other Agreements. Section 6.6. Absence of Certain Changes or Events. Except as set forth in Section 6.6 of the Company Disclosure Schedule, since March 31, 1995 there has not been, occurred or arisen any change in the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, other than as a result of changes in general business conditions or legal or regulatory changes affecting the U.S. telecommunications industry generally (including the effect on competition resulting therefrom) or actions by competitors, having a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or any change that adversely affects in any material respect the Company's ability to perform its obligations hereunder or under the Other Agreements. Section 6.7. Investigations; Litigation. Except as set forth in Section 6.7 of the Company Disclosure Schedule, or as the Company has previously advised the Buyers in writing on or prior to the date hereof, there is no Proceeding pending, or to the best of the Company's knowledge, threatened against or relating to the Company or any of its Subsidiaries at law or in equity that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or adversely affect in any material respect the Company's ability to perform its obligations hereunder or under the Other Agreements. There is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against the Company or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or adversely affect in any material respect the Company's ability to perform its obligations hereunder or under the Other Agreements. 43 Section 6.8. Proxy Statement; Other Information. (a) None of the information included, or incorporated by reference, in the Proxy Statement or any amendment or supplement thereto, will at the time of the mailing of the definitive Proxy Statement, and at the time of the Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, provided that the foregoing shall not apply to any investment bank's fairness opinion included therein and that no representation is made by the Company with respect to (i) information provided by FT or DT or their Affiliates in writing specifically for inclusion, or incorporation by reference, in the Proxy Statement, (ii) any information set forth in the acquiring person statement delivered by FT, DT and any of their Affiliates pursuant to Section 17-1291 of the Kansas Control Share Acquisitions Statute (the "Acquiring Person Statement"), or (iii) any representations or warranties made by FT or DT in any agreement that is included as a schedule or exhibit to the Proxy Statement. The Proxy Statement, at the time of mailing and at the time of the Stockholders' Meeting, will comply in all material respects with the provisions of the Exchange Act. (b) All documents that the Company is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby other than those described in Section 6.8(a) have complied and will comply in all material respects with Applicable Law. All information supplied or to be supplied by the Company in any document filed with any Governmental Authority in connection with the transactions contemplated hereby or by the Other Agreements will be, at the time of filing, true and correct in all material respects, except where the failure to be true and correct, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole and would not adversely affect in any material respect the consummation of the transactions contemplated by this Agreement or any Other Agreement. Section 6.9. Certain Tax Matters. To the best of the Company's knowledge and belief, it is reasonable to assert that the Company is not a United States Real Property Holding Corporation, as that term is defined under Section 897 of the Code and the regulations promulgated thereunder. Section 6.10. Amendments of the Rights Agreement. The Board of Directors has taken all necessary action to amend the Rights Agreement to provide that the ownership by FT, DT and their respective Affiliates and Associates of all of the Voting Securities permitted to be owned by them under Sections 2.1(a)(i), 2.1(a)(ii) and 2.3 of the Standstill Agreement (but not Sections 2.1(a)(iii) or 2.2 thereof or Section 2.3 thereof to the extent based upon an applicable Percentage Limitation (as defined in the Standstill Agreement) as determined by Section 2.1(a)(iii) or 2.2 thereof) will not result in FT, DT or any of their respective Affiliates or Associates (as such terms are defined in the Rights Agreement) being deemed an Acquiring Person (as such term is defined in the Rights Agreement) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Rights Agreement). Section 6.11. Other Registration Rights. The Company has not granted, and has not agreed to grant, any demand or incidental registration rights to any Person other than (a) rights to be granted pursuant to the Registration Rights Agreement, and (b) rights that will not adversely affect the registration rights to be granted to the Buyers in the Registration Rights Agreement. Section 6.12. Takeover Statutes. The Board of Directors has taken appropriate action so that the provisions of the Business Combination Statute will not, prior to the termination of this Agreement, apply to FT, DT or any Person who as of the date hereof is an Affiliate of FT or DT. Subject to the approval of the stockholders of the Company specified in Section 8.4 hereof, the ownership by FT and DT and any Qualified Subsidiary identified in the Acquiring Person Statement of shares of the Company's capital stock representing in the aggregate less than one-third of the voting power of the Company (assuming for purposes of the Kansas Control Share Acquisitions Statute that none of FT, DT, any Qualified Subsidiary identified in the Acquiring Person Statement, or their respective affiliates and associates (as each such term is defined in the Kansas Control Share Acquisitions Statute), acquires any Voting Securities other than as contemplated or permitted 44 by this Agreement, any Other Agreement, or the Amendment, or owned, directly or indirectly, or had or exercised the power to vote or direct the vote of, in each case alone or as part of a group, any Voting Securities as of the date of this Agreement or at the time of the vote contemplated by Section 6.13 hereof) will not result in a loss of voting rights with respect to such shares due to the Kansas Control Share Acquisitions Statute. No other "fair price," "moratorium," "control share acquisition," "business combination," "shareholder protection" or similar anti-takeover statute or regulation enacted under the Applicable Laws of any state of the United States of America will apply to this Agreement or any Other Agreement, or the transactions contemplated hereby or thereby (assuming that none of FT, DT and their respective Affiliates Beneficially Own any Voting Securities as of the date hereof and that none of such Persons acquires any Voting Securities other than as contemplated or permitted by this Agreement, any Other Agreement or the Amendment) except for statutes or regulations the failure of the Company with which to comply would not have a material adverse effect on (a) the transactions contemplated in this Agreement or any Other Agreement, (b) the ability of the Buyers to exercise fully their rights under this Agreement or any Other Agreement or the Amendment, or (c) the intrinsic value of an investment in the Company's equity securities (provided that a change in the Market Price of the Company's equity securities shall not, in and of itself, be deemed to have a material adverse effect on the intrinsic value of an investment in the Company's equity securities). Section 6.13. Vote Required; Board Recommendation. The only votes of the stockholders of the Company required under Kansas law and the Articles and Bylaws to approve the transactions contemplated by this Agreement and by the Other Agreements are (a) the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock, the Preferred Stock-First Series, the Preferred Stock-Second Series and the Preferred Stock-Fifth Series of the Company, voting together as a single class, (b) the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock, voting as a single class, and (c) in the case of clause (c) of the definition of "Proposals," the affirmative vote of the holders of a majority of such outstanding shares, but excluding all "interested shares" within the meaning of Section 17-1288 of the Kansas Control Share Acquisitions Statute (assuming for the purposes of the Kansas Control Share Acquisitions Statute that none of FT, DT and their respective affiliates and associates (as each such term is defined in the Kansas Control Share Acquisitions Statute) owned, directly or indirectly, or had or exercised the power to vote or direct the vote of, in each case alone or as part of a group, any Voting Securities as of the date hereof or at the time of the vote contemplated by this Section 6.13 and that none of such Persons acquires any Voting Securities other than as contemplated or permitted by this Agreement, any Other Agreement or the Amendment). The Board of Directors has unanimously determined that the Proposals are advisable and in the best interests of the stockholders of the Company. Section 6.14. Long Distance Business. There are no assets in the Local Exchange Division, the Cellular and Wireless Division or any other division of the Company other than the Long Distance Division which are primarily used, or held primarily for use, in or for the benefit of the Long Distance Business, except for assets that in the aggregate are not material to the operation of the Long Distance Business. ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE BUYERS Section 7.1. Representations and Warranties of FT. FT represents and warrants to, and covenants with, the Company as follows: (a) FT is an exploitant public validly existing under the laws of the Republic of France, and has all requisite power and authority to: (i) enter into this Agreement and each Other Agreement, (ii) purchase the shares of the Company's capital stock as provided herein, and in the Stockholders' Agreement and the Articles as amended by the Amendment, and (iii) comply with its obligations under this Agreement and each Other Agreement. 45 (b) (i) The execution, delivery and performance of this Agreement and each Other Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of FT. Upon the execution and delivery of this Agreement and each Other Agreement by FT, each such agreement will constitute a legal, valid and binding agreement of FT, enforceable against FT in accordance with its terms. (ii) Neither the execution, delivery and performance by FT of this Agreement and each Other Agreement, nor the consummation by FT of the transactions contemplated hereby or thereby will: (w) violate or conflict with any provision of the FT Law and Decrees; (x) require any Governmental Approvals or Third Party Approvals, except (A) as set forth in Section 7.1(b) of the FT Disclosure Schedule or (B) where the failure to so obtain, make or file such Governmental Approvals or Third Party Approvals is not reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Other Agreements; (y) result in a default (or an event that, with notice or lapse of time or both, would become a default) under any Contract to which FT or any of its Subsidiaries is a party, or by which FT or any of its Subsidiaries or any of their respective assets or properties is bound, except for any such defaults that, individually or in the aggregate, are not reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Other Agreements; or (z) violate or conflict with Applicable Law applicable to FT or any of its Subsidiaries, or any of the properties, businesses, or assets of FT or any of its Subsidiaries, except violations and conflicts that, individually or in the aggregate, are not reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Other Agreements. (c) Except as set forth in Section 7.1(c) of the FT Disclosure Schedule, there is no Proceeding pending or, to the best of FT's knowledge, threatened against or relating to FT or any of its Subsidiaries at law or in equity that, individually or in the aggregate, is reasonably likely to affect adversely in any material respect FT's ability to perform its obligations hereunder or under the Other Agreements. There is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against FT or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to adversely affect in any material respect FT's ability to perform its obligations hereunder or under the Other Agreements. (d) All documents that FT is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby or by each Other Agreement have complied and will comply in all material respects with Applicable Law. All information supplied or to be supplied by FT in any document filed with any Governmental Authority in connection with the transactions contemplated hereby or by the Other Agreements will be, at the time of filing, true and correct in all material respects, except where the failure to be true and correct, individually or in the aggregate, would not adversely affect in any material respect the consummation of the transactions contemplated by this Agreement or any Other Agreement. (e) FT is purchasing the shares of the Company's capital stock to be purchased by it pursuant to this Agreement and the Stockholders' Agreement for its own account for investment, and not with a view to the distribution of such shares or any part thereof. FT is a party to no Contract with any Person for resale of such shares in connection with such a distribution. FT acknowledges that the offering of the shares pursuant to this Agreement and the Stockholders' Agreement will not be registered under the Securities Act or under any state securities or blue sky law or the securities laws of any other country, on the grounds (with respect to the Securities Act and such state securities or blue sky laws) that the offering and sale of shares of capital stock contemplated by this Agreement and the Stockholders' Agreement are exempt from registration pursuant to exceptions available under such laws, and that the Company's reliance upon such exemptions is predicated upon FT's representations set forth in this Agreement and the Stockholders' Agreement. FT understands that the shares of the Company's capital stock purchased by it pursuant to this Agreement and the Stockholders' Agreement may not be sold or transferred unless such shares are subsequently registered under the Securities Act and/or applicable state securities or blue sky laws or any applicable securities laws of any other country or an exemption from such registration is available. 46 (f) Except for such rights as may be conferred on FT as contemplated by this Agreement and the Other Agreements, as of the date hereof, neither FT nor any of its Affiliates Beneficially Owns, directly or indirectly, any shares of capital stock of the Company. (g) No Subsidiary of FT is entitled to any immunity on the grounds of sovereignty or otherwise (including, without limitation, pursuant to the Foreign Sovereign Immunities Act, 28 U.S.C. Paragraph 1602 et seq.), based upon its status as an agency or instrumentality of government, from any legal action, suit or proceeding or from set off or counterclaim, from the jurisdiction of any competent court described in Section 11.8, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, in each case relating to this Agreement or any Other Agreement. (h) FT has delivered to the Company a copy of its annual report for the year ended December 31, 1994. Section 7.2. Representations and Warranties of DT. DT represents and warrants to, and covenants with, the Company as follows: (a) DT is an Aktiengesellschaft duly formed and validly existing under the laws of Germany, and has all requisite corporate power and authority to: (i) enter into this Agreement and each of the Other Agreements, (ii) purchase the shares of the Company's capital stock as provided herein, and in the Stockholders' Agreement and the Articles as amended by the Amendment and (iii) comply with its obligations under this Agreement and each Other Agreement. (b) (i) The execution, delivery and performance of this Agreement and each Other Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of DT. Upon the execution and delivery of this Agreement and each Other Agreement by DT, each such agreement will constitute a legal, valid and binding agreement of DT, enforceable against DT in accordance with its terms. (ii) Neither the execution, delivery and performance by DT of this Agreement and each of the Other Agreements, nor the consummation by DT of the transactions contemplated hereby or thereby, will (w) violate or conflict with any provision of the Satzung or other governing documents of DT or any of its Subsidiaries; (x) require any Governmental Approvals or Third Party Approvals, except (A) as set forth in Section 7.2(b) of the DT Disclosure Schedule or (B) where the failure to so obtain, make or file such Governmental Approvals or Third Party Approvals, individually or in the aggregate, is not reasonably likely to affect adversely in any material respect DT's ability to perform its obligations hereunder or under the Other Agreements; (y) result in a default (or an event that, with notice or lapse of time or both, would become a default) under any Contract to which DT or any of its Subsidiaries is a party, or by which DT or any of its Subsidiaries or any of their respective assets or properties is bound, except for any such defaults that, individually or in the aggregate, are not reasonably likely to affect adversely in any material respect DT's ability to perform its obligations hereunder or under the Other Agreements; or (z) violate or conflict with any Applicable Law applicable to DT or any of its Subsidiaries, or any of the properties, businesses, or assets of DT or any of its Subsidiaries, except violations and conflicts that, individually or in the aggregate, are not reasonably likely to affect adversely in any material respect DT's ability to perform its obligations hereunder or under the Other Agreements. (c) Except as set forth in Section 7.2(c) of the DT Disclosure Schedule, there is no Proceeding pending or, to the best of DT's knowledge, threatened against or relating to DT or any of its Subsidiaries at law or in equity that, individually or in the aggregate, is reasonably likely to affect adversely in any material respect DT's ability to perform its obligations hereunder or under the Other Agreements. There is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against DT or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to adversely affect in any material respect DT's ability to perform its obligations hereunder or under the Other Agreements. 47 (d) All documents that DT is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby have complied and will comply in all material respects with Applicable Law. All information supplied or to be supplied by DT in any document filed with any Governmental Authority in connection with the transactions contemplated hereby or by the Other Agreements will be, at the time of filing, true and correct in all material respects, except where the failure to be true and correct, individually or in the aggregate, would not adversely affect in any material respect the consummation of the transactions contemplated by this Agreement or any Other Agreement. (e) DT is purchasing the shares of the Company's capital stock to be purchased by it pursuant to this Agreement and the Stockholders' Agreement for its own account for investment, and not with a view to the distribution of such shares or any part thereof. DT is a party to no Contract with any Person for resale of such shares in connection with such a distribution. DT acknowledges that the offering of the shares pursuant to this Agreement and the Stockholders' Agreement will not be registered under the Securities Act or under any state securities or blue sky law or the securities laws of any other country, on the grounds (with respect to the Securities Act and such state securities or blue sky laws) that the offering and sale of shares of capital stock contemplated by this Agreement and the Stockholders' Agreement are exempt from registration pursuant to exceptions available under such laws, and that the Company's reliance upon such exemptions is predicated upon DT's representations set forth in this Agreement and the Stockholders' Agreement. DT understands that the shares of the Company's capital stock purchased by it pursuant to this Agreement and the Stockholders' Agreement may not be sold or transferred unless such shares are subsequently registered under the Securities Act and/or applicable state securities or blue sky laws or any applicable securities laws of any other country or an exemption from such registration is available. (f) Except for such rights as may be conferred on DT as contemplated by this Agreement and the Other Agreements, as of the date hereof neither DT nor any of its Affiliates Beneficially Owns, directly or indirectly, any shares of capital stock of the Company. (g) DT has delivered to the Company a copy of its annual report for the year ended December 31, 1994. ARTICLE VIII COVENANTS OF THE COMPANY Section 8.1. Conduct of Business by the Company. Except to the extent that each of the Buyers otherwise consents in writing, or as otherwise contemplated by this Agreement, the Other Agreements or the Joint Venture Documents, until the First Closing: (a) The Company shall, and shall cause each of its Subsidiaries to, conduct its operations so that the conduct of business of the Company and its Subsidiaries, taken as a whole, is not materially inconsistent with the scope and nature of such business on the date hereof and as shall be described in the Proxy Statement; provided that this Section 8.1(a) shall not prohibit the Company or any of its Subsidiaries from (i) engaging in any activity relating to a Core Business (whether or not the Company as of the date of this Agreement is engaged in such activity or such Core Business), (ii) effecting any Exempt Asset Divestiture or any Exempt Long Distance Asset Divestiture (except for a transaction described in clause (g) of the definition of Exempt Long Distance Asset Divestiture) or (iii) effecting the Cellular Spin-off or any transaction permitted by Section 8.10 hereof. The Company shall consult with each of the Buyers in good faith prior to undertaking any material action that would reasonably be viewed as outside the ordinary course of the Company's and its Subsidiaries' business. (b) The Company shall not redeem, repurchase or otherwise acquire, or permit any Subsidiary to redeem, repurchase or otherwise acquire, Voting Securities of the Company (including any securities convertible or exchangeable into such Voting Securities) in excess of Voting Securities representing 50% of the aggregate Votes of the Voting Securities of the Company as of the date hereof, except as required by the terms of the securities of the Company outstanding on the date hereof or as contemplated by any employee benefit plans. 48 (c) The Company shall not amend or propose to amend the Articles or Bylaws in any manner that would adversely affect the consummation of the transactions contemplated by, or otherwise adversely affect the rights of the Buyers under, this Agreement, each Other Agreement, the Articles as proposed to be amended by the Amendment and the Bylaws as proposed to be amended by the Bylaws Amendment, nor shall it permit any of its Subsidiaries to amend or propose to amend the articles of incorporation or bylaws of any such Subsidiary, in any manner that would adversely affect the consummation of the transactions contemplated by, or otherwise adversely affect the rights of the Buyers under, this Agreement and each Other Agreement. (d) The Company shall not authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of the Company; provided that this Section 8.1(d) shall not prohibit the Company or any of its Subsidiaries from effecting any Exempt Asset Divestiture or any Exempt Long Distance Asset Divestiture (except for a transaction described in clause (g) of the definition of Exempt Long Distance Asset Divestiture). (e) Without limiting the foregoing, the Company shall not undertake any action or transaction described in Sections 4, 5 and 6(a) of the Class A Provisions. Section 8.2. Access and Information. Until the First Closing, the Company shall provide to the Buyers and their representatives upon reasonable notice, during mutually agreeable hours, full and complete access during normal business hours to its properties, personnel, books, records and Contracts and those of its Subsidiaries and shall furnish or make available all such information and documents relating to its properties and business and those of its Subsidiaries as the Buyers may reasonably request, unless and to the extent that, in connection with a Contract between the Company or any Subsidiary of the Company and any Governmental Authority, such Governmental Authority requires the Company or any of its Subsidiaries to restrict access to any properties or information reasonably related to such Contract on the basis of Applicable Law with respect to national security matters, and unless and to the extent that Applicable Law otherwise requires the Company to restrict FT's and DT's access to any properties or information, provided that any such investigation by the Buyers shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or any of its Subsidiaries; and the Company shall use its reasonable efforts to cause Ernst & Young or its successor to give to any independent public accountants engaged by the Buyers full access to its books, records and work papers relating to the Company and its Affiliates, subject to the execution by FT and DT of such agreement as the Company and Ernst & Young may reasonably request as a condition to such access. All confidential information provided to the Buyers pursuant to this Section will be subject to the Existing Confidentiality Agreement. Notwithstanding the foregoing, FT and DT may not have access to (a) information or documents subject to existing confidentiality restrictions with any third party without the approval of the third party, or (b) information or documents subject to attorney/client privilege. Section 8.3. No Solicitation, Etc. (a) Until the First Closing, neither the Company nor any of its Subsidiaries or Affiliates nor any of their respective officers, directors, employees, agents or representatives (including, without limitation, investment bankers, attorneys and accountants) shall, directly or indirectly, (i) solicit any proposal involving a transaction of the kind described in Section 8 of the Class A Provisions (an "Acquisition Proposal") or (ii) enter into substantive negotiations with any third party in response to an Acquisition Proposal unless the Board of Directors determines in good faith that it is in the best interests of the Company's stockholders to engage in such substantive negotiations (after considering the benefits to the Company of the transactions contemplated by this Agreement and the Joint Venture Agreement and the potential impact of such negotiations on such transactions). (b) Until the First Closing, neither the Company nor any of its Subsidiaries or Affiliates nor any of their respective officers, directors, employees, agents or representatives (including, without limitation, investment bankers, attorneys and accountants) shall, directly or indirectly (i) solicit any proposal involving any commercial or other arrangements or relationships in nature and scope similar to the arrangements and relationships contemplated by this Agreement or the Joint Venture Agreement if 49 inconsistent with the purposes and scope of this Agreement and the Joint Venture (an "Alternative Transaction"), (ii) disclose directly or indirectly any information not customarily disclosed publicly concerning its business and properties to, or afford any access to its properties, books and records to, any Person in connection with any possible Alternative Transaction or (iii) enter into substantive negotiations with any third party relating to an Alternative Transaction. (c) Until the approval by the stockholders of the Company of the Proposals shall have been obtained as contemplated by Section 8.4 hereof, if the Board of Directors or any committee thereof is notified during any meeting of the Board of Directors or such committee of substantive negotiations with respect to any transaction or action whose consummation would be prohibited by Section 8.1(e) hereof, the Company shall discontinue such negotiations, unless prior to such time the Company shall have notified each of FT and DT of its desire that such negotiations continue (and shall have provided each of FT and DT with a description in reasonable detail of the transaction or action that is the subject of such negotiations) and both FT and DT shall have failed to notify the Company of their disapproval of such negotiations within five Business Days after receipt by each of FT and DT of the Company's notice. (d) Until the First Closing, the Company shall notify each of FT and DT promptly if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any such information is requested, with respect to a potential Acquisition Proposal or an Alternative Transaction. Section 8.4. Stockholders Approval. Unless the Board of Directors determines in good faith, after receipt of written advice from the Company's outside counsel as to the nature and scope of the Directors' fiduciary duties, that it would be inconsistent with the Directors' fiduciary duties to the Company and to the Company's stockholders under Applicable Law not to withdraw or change such recommendation, the Board of Directors shall (a) as soon as practicable after the date hereof, in accordance with Applicable Law, take all steps necessary to call, give notice of, convene and hold a special meeting of its stockholders for the purpose of voting upon the Proposals (the "Stockholders' Meeting"), (b) recommend to the stockholders of the Company the adoption and approval of the Proposals and (c) use its reasonable efforts to obtain the necessary approvals by the Company's stockholders of the Proposals. Section 8.5. Proxy Statement Filings. (a) As promptly as practicable after the date hereof, the Company shall prepare and, after consultation with each of FT and DT, file the Proxy Statement with the SEC pursuant to the Exchange Act, and, after consultation with each of FT and DT, shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and at the earliest practical time shall mail such Proxy Statement to the stockholders entitled to vote at the Stockholders' Meeting. (b) If at any time after the mailing of the definitive Proxy Statement and prior to the Stockholders' Meeting any event should occur that results in the Proxy Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Proxy Statement, the Company shall promptly notify the Buyers of the occurrence of such event and then promptly prepare, file and clear with the SEC and mail to the Company's stockholders each such amendment or supplement. Section 8.6. Use of Proceeds. The proceeds of the transactions contemplated herein may be used for the repayment of indebtedness, funding the Company's investment in the JV Entities and other corporate purposes as determined by the Board of Directors. Section 8.7. Advice of Changes. Until the First Closing, the Company shall promptly advise the Buyers orally and in writing of any change or event known to the Chief Executive Officer or any Executive Vice President of the Company which such Person in his reasonable good faith judgment believes has had or is likely to have, either individually or together with other changes or events, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. 50 Section 8.8. No Action Relating to Takeover Statutes; Applicability of Future Statutes and Regulations. The Company shall (a) take no action, by resolution of its Board of Directors or otherwise, to cause the Business Combination Statute or the provisions of the Kansas Control Share Acquisitions Statute to apply to FT, DT or their respective Affiliates by virtue of the transactions contemplated by this Agreement, any Other Agreement or the Amendment; and (b) use reasonable efforts to avoid (to the extent possible) the application of any "fair price," "moratorium," "control share acquisition," "business combination," "shareholder protection" or similar anti-takeover statute or regulation promulgated under Kansas law after the date hereof to FT, DT or their respective Affiliates by virtue of the transactions contemplated by this Agreement, any Other Agreement or the Amendment. Section 8.9. Spin-offs. (a) Prior to the Investment Completion Date, the Company shall not undertake any Spin-off, split-off or other distribution to any of its stockholders of equity interests of a Subsidiary of the Company other than the Cellular Spin-off prior to delivery of a Notice of Abandonment, provided that if the Company proposes to undertake a transaction described in the preceding sentence prior to the Investment Completion Date, the Parties shall negotiate in good faith a Spin-off Investment Agreement and any necessary or advisable modifications to this Agreement, the Stockholders' Agreement and the Amendment (or the Articles as amended by the Amendment; as the case may be) in connection with such transaction, and the Company shall be permitted, subject to the rights of the Class A Holders set forth in Section 7.10 of the Stockholders' Agreement, to undertake such transaction, only if the Parties are able to reach agreement regarding such modifications. (b) Between the Investment Completion Date and the earlier of the date of the Optional Shares Closing and 60 days after the Investment Completion Date, the Company shall not effect any Spin-off, split-off or other distribution to any of its stockholders of any equity interests of any Subsidiary of the Company. (c) Nothing in this Agreement, any Other Agreement or the Amendment shall prohibit the Company from effecting the Cellular Spin-off prior to delivery of the Notice of Abandonment. Section 8.10. Conduct of Business of Cellular. (a) Except (v) for the Cellular Spin-off, (w) for any financings or refinancings in contemplation of the Cellular Spin-off, (x) as set forth in the Schedule of Permitted Cellular Actions attached as Schedule C hereto, (y) as otherwise may be necessary to comply with an order, rule or other requirement of the FCC, or (z) as otherwise may be consented to in writing by the Buyers, until the earlier of (A) the occurrence of the Cellular Spin-off Date, and (B) the delivery of a Notice of Abandonment: (i) The Company shall cause the business of Cellular to be conducted only in the ordinary course of business consistent with past practices (except for any internal reorganization of Cellular that the Company believes in good faith is appropriate in connection with the Cellular Spin-off), provided that nothing in this Agreement, the Other Agreements or the Amendment shall prohibit the Company from effecting any Acquisitions or Dispositions with respect to Cellular so long as the number of POPs of Cellular at the Cellular Spin-off Date do not vary by more than 10% from the number of POPs of Cellular at June 22, 1995. (ii) Neither the Company nor any of its Affiliates (other than Cellular and the Subsidiaries and Affiliates Controlled by Cellular) shall engage in any transaction (including, without limitation, the purchase, sale, transfer or exchange of assets or the rendering of any service) with Cellular that is to be performed, in whole or in part, after the Cellular Spin-off Date, except upon terms that following the Cellular Spin-off Date are no less favorable to the Company or such an Affiliate of the Company than those that might, in the good faith judgment of the Company, be obtained in an arms' length transaction at the time from Persons which are not the Company or such an Affiliate of the Company, other than transactions that individually and in the aggregate are immaterial to the value of Cellular, provided that the transactions between the Company and Cellular that are to be performed, in whole or in part, after the Cellular Spin-off Date (other than any transactions that individually and in the aggregate are immaterial to the value of Cellular) shall be approved by the Board of Directors. 51 (iii) The Company shall not enter into any Cellular Guarantee in respect of any Cellular Liabilities other than guarantees of purchase money indebtedness or other non-financial indebtedness that, individually and in the aggregate, do not exceed $5 million. Cellular shall assume or retain all Cellular Liabilities incurred by the Company or its Subsidiaries in connection with the conduct of the business of Cellular prior to the Cellular Spin-off Date, other than (i) liabilities that are in the aggregate immaterial to the Company and to Cellular, and (ii) indebtedness for borrowed money, it being understood that the Company may establish the amount of indebtedness for borrowed money, if any, to be borne by Cellular in connection with the Cellular Spin-off. (iv) In connection with the Cellular Spin-off, the Company and Cellular shall enter into a Tax Sharing and Indemnification Agreement which will include, among other things, the following provisions: (i) in the event that the Cellular Spin-off fails to constitute a tax-free distribution under section 355 of the Code, Taxes resulting from such failure (including the liability of the Company or Cellular arising from Taxes imposed on shareholders of the Company to the extent any shareholders successfully seek recourse against the Company or Cellular on account of such failure) will be allocated between the Company and Cellular in such a manner as will take into account the extent to which each contributed to such failure, and the Company and Cellular will indemnify and hold harmless the other from and against the Taxes so allocated to the indemnifying party; (ii)(x) the Company will agree to be responsible for, and to indemnify and hold Cellular and the Cellular Affiliates harmless from and against, Taxes in an amount up to $25 million arising from the recognition of gain upon a distribution of Cellular Common Stock to non-U.S. persons pursuant to section 367(e) of the Code in connection with the Cellular Spin-off and from the transfer of assets and liabilities by the Company and the Sprint Affiliates to Cellular and the Cellular Affiliates in connection with the Cellular Spin-off, and (y) Cellular will agree to be responsible for, and to indemnify and hold the Company and the Sprint Affiliates harmless from and against, Taxes in excess of $25 million arising from such recognition of gain and such transfer of assets and liabilities as described in subclause (x) of this clause (ii); (iii) with respect to Taxes other than those to which clauses (i) and (ii) above apply, Cellular will agree to be responsible for, and to indemnify and hold the Company and the Sprint Affiliates harmless from and against, any liability for Taxes of or relating to Cellular or the Cellular Affiliates or their assets or the operation of their businesses for periods up to and including the Cellular Spin-off Date (including Taxes attributable to any deferred intercompany transactions or excess loss accounts that are recognized as a result of the Cellular Spin-off or any transfer of any asset or liability in connection therewith); and, (iv) with respect to Taxes other than those to which clauses (i), (ii) and (iii) above apply, the Company will agree to be responsible for, and to indemnify and hold Cellular and the Cellular Affiliates harmless from and against, any liability for Taxes of or relating to the Company or the Sprint Affiliates or their assets or the operation of their businesses (A) for periods up to and including the Cellular Spin-off Date, and (B) for periods after the Cellular Spin-off Date and imposed on Cellular or the Cellular Affiliates under section 1.1502-6 of the Treasury regulations or any comparable provision of any applicable state, local or foreign tax law. For purposes of this Section 8.10(a)(iv), the term "Cellular Affiliates" shall mean all direct and indirect parents and Subsidiaries, if any, of Cellular immediately after the Cellular Spin-off, and the term "Sprint Affiliates" shall mean all direct and indirect parents and Subsidiaries, if any, of the Company immediately after the Cellular Spin-off. (b) The Company shall not have any liability for any breach of any of the covenants or agreements set forth in this Section 8.10 if the Company shall have delivered a Notice of Abandonment. ARTICLE IX OTHER AGREEMENTS Section 9.1. Information for Inclusion in the Proxy Statement. Each of FT and DT shall provide such information regarding itself and its Affiliates (including, without limitation, such information necessary to describe in sufficient detail the Control Share Acquisitions Plan) as may reasonably be requested by the 52 Company for inclusion in the Proxy Statement, and each of FT and DT will deliver as promptly as practicable after the date hereof to the Company an Acquiring Person Statement in compliance with Section 17-1291 of the Kansas Control Share Acquisitions Statute. The information provided by FT and DT for inclusion in the Proxy Statement and the information contained in the Acquiring Person Statement will not contain any material misstatement of fact or omit to state any material fact necessary to make the statements, in the light of the circumstances under which they are made, not misleading. All statements included in the Proxy Statement relating to FT or DT shall be subject to the approval of FT and DT, such approval not to be unreasonably withheld. If, at any time after the mailing of the definitive Proxy Statement and prior to the Stockholders' Meeting, any event should occur that results in the information supplied by FT, DT or their respective Affiliates for inclusion in the Proxy Statement or the information contained in the Acquiring Person Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, FT and DT shall promptly notify the Company of the occurrence of such event. Section 9.2. Further Assurances. (a) Each Party shall (i) execute and deliver such additional instruments and other documents, and (ii) use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Law to consummate the transactions contemplated hereby and by the Other Agreements and to satisfy the applicable conditions to closing hereunder. (b) Each of the Parties agrees to make all filings with Governmental Authorities required in connection with the transactions contemplated by this Agreement and the Other Agreements, including all filings necessary to obtain the Governmental Approvals described in Sections 3.1(a), (b), (c), (d), (e) and (k) of this Agreement as promptly as practicable after the date of this Agreement and to use its reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents reasonably required to obtain such approvals and shall otherwise cooperate in all reasonable respects with the applicable Governmental Authorities to obtain any required Governmental Approvals in as expeditious a manner as possible. (c) Each of the Parties shall use its reasonable efforts to resolve such objections, if any, as any Governmental Authority may assert with respect to this Agreement and the Other Agreements and the transactions contemplated hereby and thereby under Applicable Laws, including requesting reconsideration (which may be initiated by the Party affected thereby or requested by any other Party) of any adverse ruling of any Governmental Authority and taking administrative appeals, if available and reasonably likely to result in a reversal of such adverse ruling. If any Proceeding is instituted by any Person challenging this Agreement, the Other Agreements or the transactions contemplated hereby or thereby, the Parties shall promptly consult with each other to determine the most appropriate response to such Proceeding and shall cooperate in all reasonable respects with any Party subject to any such Proceeding, provided that the decision whether to initiate, and the control of, any Proceeding involving any Party shall remain within the sole discretion of such Party. (d) FT shall comply, to the extent permitted by Applicable Law of France, with final and nonappealable discovery orders rendered by a court of competent jurisdiction as provided in Section 11.8 hereof or in any corresponding section of any Other Agreement, and shall take such reasonable action as appropriate in order to permit FT to so comply with such orders. (e) DT shall comply, to the extent permitted by Applicable Law of Germany, with final and nonappealable discovery orders rendered by a court of competent jurisdiction as provided in Section 11.8 hereof or in any corresponding section of any Other Agreement, and shall take such reasonable action as appropriate in order to permit DT to so comply with such orders. Section 9.3. Public Announcements. In addition to any obligations under the Standstill Agreement, the Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the transactions contemplated hereby or by the Other Agreements prior to the consummation thereof. 53 Section 9.4. Notification. Each Party shall notify each other Party of the occurrence or nonoccurrence of any event known to a senior officer of such Party which in such Person's reasonable good faith judgment has caused or is likely to cause: (a) any covenant or agreement of such Party contained herein not to be performed or complied with in any material respect, or any condition set forth in Article III to become incapable of being fulfilled, in each case until the First Closing (except as provided in clauses (b), (c) and (d) below); (b) any covenant or agreement of such Party set forth in Section 2.2, 2.3 or 2.4 of this Agreement not to be performed or complied with in any material respect, or any condition set forth in Article IV to become incapable of being fulfilled, in each case until the relevant Article IV Closing; (c) any covenant or agreement of such Party set forth in Section 2.5 of this Agreement not to be performed or complied with in any material respect, or any condition set forth in Article V to become incapable of being fulfilled, in each case until the Optional Shares Closing; or (d) any covenant or agreement of such Party set forth in Sections 8.8, 9.2, 9.3, 11.2 or 11.12 of this Agreement not to be performed or complied with in any material respect, in each case for so long as shares of Class A Stock are outstanding; provided that the delivery of any notice pursuant to this Section 9.4 will not cure such breach or noncompliance or limit or otherwise affect the remedies available hereunder to any Party, and provided, further, that, with respect to any representation or warranty, no Party shall have any liability for a breach of this Section 9.4, if the claim with respect to such breach is made at a time when the representation or warranty to which it relates does not continue to survive as provided in Section 11.1 hereof. Section 9.5. Brokers or Finders. (a) Other than Dillon, Read & Co. Inc., no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any action by the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Other Agreements. The Company agrees to indemnify and hold harmless each of FT and DT from and against any and all claims, liabilities and obligations (including attorneys' fees (but not including the portion of any such fees determined pursuant to the German Fee Regulations) and disbursements of counsel) with respect to any such fees asserted by any Person as a result of any action by the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Other Agreements. (b) Other than Goldman, Sachs & Co., no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any action by FT or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Other Agreements. FT agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities and obligations (including attorneys' fees and disbursements of counsel) with respect to any such fees asserted by any Person as a result of any actions by FT or its Affiliates in connection with the transactions contemplated by this Agreement and the Other Agreements. (c) Other than Goldman, Sachs & Co., no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any action by DT or any of its Affiliates in connection with the transactions contemplated by this Agreement and the Other Agreements. DT agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities and obligations (including attorneys' fees and disbursements of counsel) with respect to any such fees asserted by any Person as a result of any actions by DT or its Affiliates in connection with the transactions contemplated by this Agreement and the Other Agreements. Section 9.6. Notice of Proposals Regarding Acquisition Transactions. Until the First Closing, each of FT and DT shall promptly notify the Company if any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, FT or DT or any of their respective Affiliates regarding any Acquisition Proposal involving the Company or any purchase of any of the shares of capital stock of the Company Beneficially Owned by FT, DT or any of their respective Affiliates (whether by way of a tender offer or exchange offer or otherwise). 54 Section 9.7. Execution of Standstill Agreement. Concurrently with the execution of this Agreement, each Party shall execute the Standstill Agreement. Section 9.8. Confidentiality Agreements. As soon as reasonably practicable after the date hereof but prior to the Initial Issuance Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the FT Investor Confidentiality Agreement and the DT Investor Confidentiality Agreement. Section 9.9. Actions by FT and DT in Connection with the Cellular Spin-off. Upon the request of the Company, by notice given not fewer than ten Business Days prior to the planned date of the Cellular Spin-off, each of FT and DT shall represent and warrant to the Company that, to the best of their knowledge, on or prior to the Cellular Spin-off Date they do not have a plan to purchase Common Stock from any officer or director of the Company or from any shareholder of the Company owning more than one percent of the outstanding capital stock of the Company. The above representation and warranty shall survive until the applicable statute of limitations pursuant to the Code (including any extension thereof) for the taxable year of the Company including the Cellular Spin-off expires. Section 9.10. Adjustment Certificates. From time to time, at the request of FT or DT, the Company shall, within 20 Business Days of the date of the request therefor, deliver to each Class A Holder a certificate signed by a duly authorized officer of the Company setting forth any adjustment pursuant to the Class A Provisions or the Stockholders' Agreement, as the case may be, to the Adjusted Cellular Price, the Net Cellular Acquisition Amount, the Net Cellular Indebtedness, the Average Sprint Price, the Average Cellular Price, the Lower Threshold Sprint Price, the New Lower Threshold Sprint Price, the Upper Threshold Sprint Price, the New Upper Threshold Sprint Price, the Second Anniversary Threshold Sprint Price (as such term is defined in the Class A Provisions), the Target Price, the New Target Price, the Minimum Price, the New Minimum Price, the Maximum Price, the New Maximum Price, the Cellular Spin-off Reduction Factor, the Dividend Factor (as such term is defined in the Class A Provisions), the conversion ratio expressed in Section 3(c)(ii) of that portion of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO COMMON STOCK AND CLASS A STOCK, the Modified Lower Threshold (as such term is defined in the Class A Provisions), and the Modified New Lower Threshold (as such term is defined in the Articles), as the case may be, and showing in reasonable detail the facts upon which such adjustment or adjustments are based. ARTICLE X TERM AND TERMINATION Section 10.1. Termination. (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Initial Issuance Date (whether before or after the Stockholders' Meeting): (i) by FT, DT or the Company, if the First Closing has not been consummated on or before February 15, 1996/1/ other than as a result of the failure of the Party seeking to terminate this Agreement to perform its obligations under this Agreement or the Other Agreements; (ii) by FT or DT: (1) upon the occurrence of a Change of Control, (2) if the Company or any of its Subsidiaries or Affiliates, or any of their respective officers, directors, employees, agents or representatives (including, without limitation, investment bankers, attorneys and accountants), undertakes any action prohibited by clause (b) of Section 8.3, unless prior to such time the Company shall have notified each of FT and DT of its desire that such Person or Persons undertake such action (and shall have provided each of FT and DT with a description in reasonable detail of the action proposed, the Person or Persons involved, and the transaction or proposal to which it relates) and both FT and DT shall have failed to notify the Company of their disapproval of such action within five Business Days after receipt by both FT and DT of the Company's notice, - -------- /1/ Pursuant to a letter agreement dated as of November 21, 1995, Sprint, FT and DT agreed to change this date from December 31,1995 to February 15, 1996. 55 (3) until the approval of the Proposals by the stockholders of the Company shall have been obtained as contemplated by Section 8.4 hereof, if the Board of Directors or any committee thereof is notified during any meeting of the Board of Directors or any committee thereof of substantive negotiations with respect to any transaction or action whose consummation would be prohibited by Section 8.1(e) hereof, and the Board of Directors or such committee has not instructed that the Company discontinue such negotiations, unless prior to such time the Company shall have notified each of FT and DT of its desire that such negotiations continue (and shall have provided each of FT and DT with a description in reasonable detail of the transaction or action that is the subject of such negotiations) and both FT and DT shall have failed to notify the Company of their disapproval of such negotiations within five Business Days after receipt by both FT and DT of the Company's notice, (4) if the Board of Directors or any committee thereof is notified during any meeting of the Board of Directors or such committee of negotiations involving the Company and any Person relating to an Acquisition Proposal and the Board of Directors or such committee has not instructed that the Company discontinue such negotiations, unless prior to such time the Company shall have notified each of FT and DT of its desire that such negotiations continue (and shall have provided each of FT and DT with a description in reasonable detail of the scope and substance of the negotiations and the Acquisition Proposal to which they relate) and both FT and DT shall have failed to notify the Company of their disapproval of such negotiations within five Business Days after receipt by both FT and DT of the Company's notice, (5) if the Board of Directors shall have withdrawn or qualified or resolved to withdraw or qualify in any manner that is adverse to FT or DT, its recommendation or approval of the Proposals, provided, that for purposes of this clause (5) and clause (3) of Section 10.1(a)(iii), if the Board of Directors continues its recommendation and approval of the Proposals, but reflects in its recommendation additional information, inclusion of such additional information, in and of itself, shall not be deemed to be a qualification that is adverse to FT or DT, (6) if it has become impossible for any condition precedent to its obligations under this Agreement or the Other Agreements to be satisfied, provided that such condition precedent has become impossible to satisfy other than as a result of the failure of FT or DT to perform its obligations under this Agreement or the Other Agreements, (7) if there is a material breach by the Company of its representations and warranties contained in this Agreement and the Other Agreements, which breach is not cured within 30 days after written notice by FT or DT of such breach, or (8) if the stockholders of the Company fail to approve the Proposals by the requisite vote at the Stockholders' Meeting; (iii) by the Company: (1) if it has become impossible for any condition precedent to its obligations under this Agreement or the Other Agreements to be satisfied, provided that such condition precedent has become impossible to satisfy other than as a result of the failure of the Company to perform its obligations under this Agreement or the Other Agreements, (2) if there is a material breach by FT or DT of its representations and warranties contained in this Agreement and the Other Agreements, which breach is not cured within 30 days after written notice by the Company of such breach, (3) if, in accordance with Section 8.4 hereof, the Board of Directors of the Company fails to recommend or withdraws or qualifies its recommendation to the stockholders of the Proposals, or (4) if the stockholders of the Company fail to approve the Proposals by the requisite vote at the Stockholders' Meeting; (iv) by the Company, FT or DT, if the Joint Venture Agreement shall have been terminated in accordance with the terms thereof; or 56 (v) by consent in writing of all of the Parties. (b) If this Agreement is terminated pursuant to Section 10.1(a), written notice thereof shall forthwith be given by the terminating Party to the other Parties hereto, and this Agreement shall terminate without further action by any of the Parties hereto. Any termination of this Agreement as provided herein shall be without prejudice to the rights of any Party hereto arising out of breach by any other Party of any representation, warranty, covenant or agreement contained in this Agreement. Notwithstanding any such termination, the provisions of Sections 10.1(b), 10.2, 11.8, 11.10 and 11.12 of this Agreement, the Existing Confidentiality Agreement and the Standstill Agreement shall survive such termination in accordance with their terms. Section 10.2. Reimbursement of Expenses. If this Agreement is terminated (a) pursuant to clauses (1), (2) or (4) of Section 10.1(a)(ii) or (b) pursuant to clause (5) of Section 10.1(a)(ii) if the Board of Directors shall have withdrawn or qualified or resolved to withdraw or qualify its recommendation or approval of the Proposals after receiving an Acquisition Proposal, in addition to any other remedies the Buyers may have hereunder, at law, in equity or otherwise, the Company shall promptly reimburse each of FT and DT for their actual reasonable out-of-pocket expenses (including attorneys' fees, but notwithstanding the foregoing, not including the portion of any fees determined pursuant to the Bundesgebuhrenordnung fur Rechtsanwalte vom 26. Juli 1957 (BGBl) I S. 907 (as it or any successor provision is from time to time in effect) (the "German Fee Regulations")) incurred by it relating to the transactions contemplated by this Agreement, the Other Agreements and the Joint Venture Documents up to a maximum aggregate amount of $15 million for each of FT and DT, as set forth on a certificate or certificates executed by an officer of each of FT and DT describing such expenses in reasonable detail. ARTICLE XI MISCELLANEOUS Section 11.1. Survival of Representations and Warranties. (a) The representations and warranties made by (i) the Company in Sections 6.1 through 6.4, the first two sentences of Section 6.5(a) and Section 6.6 (but, in the case of Section 6.6, only to the extent that a change described in such Section relates to a Material Adverse Effect on the Company and its Subsidiaries taken as a whole that existed on the Initial Issuance Date, but arose after the later of (x) the date of the end of the quarter covered by the last Quarterly Report on Form 10-Q of the Company filed prior to the Initial Issuance Date and (y) the date of the end of the year covered by the last Annual Report on Form 10-K of the Company filed prior to the Initial Issuance Date) of this Agreement, and (ii) the Buyers in Sections 7.1 and 7.2 of this Agreement (the "Surviving Representations") will survive until the earlier to occur of (x) 15 months after the date of the First Closing and (y) 90 days after the publication of the results of the first full audit of the consolidated financial statements of the Company and its Subsidiaries by the Company's independent auditors following the First Closing, such financial statements to include a balance sheet and statements of income and cash flows as of a date following the Initial Issuance Date and to be prepared in accordance with GAAP applied on a consistent basis with the financial statements included in the SEC Documents. The Company shall have the right to cause its independent auditors to conduct such an audit at any time after the Initial Issuance Date. No action may be brought with respect to a breach of any Surviving Representation after such time unless, prior to such time, the Party seeking to bring such an action has notified the other Parties of such claim, specifying in reasonable detail the nature of the loss suffered. The representations and warranties provided in Sections 6.9 (as of the date hereof and as of the Initial Issuance Date) and 7.1(g) shall survive without limitation as to time, and the representation and warranty provided in Section 9.9 hereof shall survive for the time period provided therein. None of the other representations and warranties made by any Party in this Agreement or any Other Agreement or in any certificate or document delivered pursuant hereto or thereto prior to or on the Initial Issuance Date shall survive the First Closing. None of the representations and warranties made by any Party in this Agreement or any Other Agreement or in any certificate or document delivered pursuant hereto or thereto at the Optional Shares Closing or Article IV Closing shall survive such Optional Shares Closing or 57 Article IV Closing, as the case may be, provided that if any certificate or document delivered pursuant hereto, or any portion thereof, pertains to a Surviving Representation, such certificate or document, or such portion thereof, shall survive until the Surviving Representation to which it pertains shall no longer survive as provided herein. (b) The Buyers shall be entitled to recovery with respect to breaches of the Surviving Representations and to the representation and warranty provided in Section 6.9 made by the Company pursuant to this Agreement (and in any certificate pertaining to any such representation) only if the aggregate amount of loss, liability or damage (including reasonable attorneys' fees (but not including the portion of any fees determined pursuant to the German Fee Regulations) and other costs and expenses) (collectively, "Damages") incurred or sustained by the Buyers arising from or relating to such breaches, in the aggregate, exceeds $100,000,000. The Company shall be entitled to recovery with respect to breach of the Surviving Representations and the representation and warranty provided in Section 9.9 made by the Buyers pursuant to this Agreement (and in any certificate pertaining to any such representation) only if the aggregate amount of Damages sustained by the Company arising from or relating to such breaches exceeds $100,000,000. The Company shall not incur any liability under the representation and warranty provided in Section 6.9 or under any certificate pertaining to such representation (even if the Company turns out in fact to be a U.S. real property holding corporation), provided that such representation and warranty is made to the best of the Company's knowledge and belief. Section 11.2. Assignment. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party, provided that each of the Buyers may assign this Agreement, or part or all of its rights, interests or obligations hereunder, or delegate performance hereunder, to one or more Qualified Subsidiaries, in which case (i) such Buyer and such Qualified Subsidiary or Subsidiaries shall be jointly and severally liable for all of such Buyer's obligations hereunder, (ii) such Buyer shall act as agent for such Qualified Subsidiary in connection with the receipt or giving of any and all notices or approvals under this Agreement or the Other Agreements and the Articles as amended by the Amendment, and (iii) such Buyer shall not cause or permit any such Subsidiary to lose its status as a Qualified Subsidiary at any time when such Subsidiary owns Shares, and provided, further, that an assignment of the right to purchase Shares under this Agreement shall be permitted to be made to a Qualified Subsidiary or Qualified Subsidiaries only if each such Subsidiary is identified in the Acquiring Person Statement contemplated by Section 6.8 hereof and all information required by the Kansas Control Share Acquisitions Statute with respect to each such Subsidiary is included in such Acquiring Person Statement. Any assignment of this Agreement or any rights, interests or obligations hereunder to a Qualified Subsidiary made pursuant to this Section 11.2 shall be effective only if (a) the Buyers disclose to the Company the identity of the shareholders of such Qualified Subsidiary and (b) such Qualified Subsidiary agrees to be bound by the terms and conditions of (i) this Agreement and a Qualified Subsidiary Standstill Agreement, and (ii) if such assignment is made after the Initial Issuance Date, the Stockholders' Agreement, a Qualified Subsidiary Confidentiality Agreement and the Registration Rights Agreement upon the purchase by such Qualified Subsidiary of Class A Stock hereunder, in each case pursuant to an instrument of assumption substantially in the form of Exhibit K hereto, and such Qualified Subsidiary shall become a party to each such agreement assumed thereby. Section 11.3. Entire Agreement. This Agreement, including the Disclosure Schedules, the Exhibits attached hereto, and the Other Agreements embody the entire agreement and understanding of the Parties in respect of the subject matter contained herein, provided that this provision shall not abrogate (a) any other written agreement between the Parties executed simultaneously with this Agreement, (b) the letter agreement referred to in Section 11.4 hereof, or (c) the understanding set forth in Item 1 of Schedule 2 to that certain memorandum dated June 22, 1995 among the Company, FT and DT. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter, except as so provided in the preceding sentence. 58 Section 11.4. Expenses. Except as expressly otherwise provided in Section 10.2 of this Agreement and that certain letter agreement dated as of June 22, 1995 among the Company, FT and DT regarding expenses incurred in the translation of this Agreement and certain related documents to comply with the French Translation Law, each Party and each of its Affiliates will bear its own expenses (including the fees and expenses of any attorneys, accountants, investment bankers, brokers, or other Persons engaged by it) incurred in connection with the preparation, negotiation, authorization, execution and delivery hereof and each Other Agreement to which it or any of its Affiliates is a party, and the transactions contemplated hereby and thereby. Section 11.5. Waiver, Amendment, Etc. This Agreement may not be amended or supplemented, and, except to the extent permitted by Section 3.1(k) and with respect to any Burdensome Condition affecting a particular Party, 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 11.6. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors (including, without limitation, any successor of FT in a privatization) 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. In the event of a reorganization of FT pursuant to, as a result of or in connection with, a privatization, the corporation or other entity formed to continue the business activities of FT shall assume the rights and obligations of FT under this Agreement and the Other Agreements. Section 11.7. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Executive Vice President, International Tel: (33-1) 44-44-19-94 Fax: (33-1) 46-54-53-69 with a copy to: Debevoise & Plimpton 875 Third Avenue New York, New York 10022 U.S.A. Attn: Louis Begley, Esq. Tel: (212) 909-6273 Fax: (212) 909-6836 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Tel: 49-228-181-9000 Fax: 49-228-181-8970 Attn: Chief Executive Officer 59 with a copy to: Mayer, Brown & Platt 2000 Pennsylvania Avenue, N.W. Suite 6500 Washington, D.C. 20006 U.S.A. Attn: Werner Hein, Esq. Tel: (202) 778-8726 Fax: (202) 861-0473 Sprint: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The Parties shall promptly notify each other in the manner provided in this Section 11.7 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 11.8. GOVERNING LAW; DISPUTE RESOLUTION; EQUITABLE RELIEF. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLIED). 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. 60 (c) EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK, 10019 AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT AND THE OTHER AGREEMENTS, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 11.7. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (d) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 11.9. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each Party waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. Section 11.10. Translation. (a) The Parties have negotiated both this Agreement and the Memorandum of Understanding, dated June 14, 1994 (the "MOU"), among each of the Parties, in the English language, and have prepared successive drafts and the definitive texts of the MOU and this Agreement in the English language. For purposes of complying with the French Translation Law, the Parties have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The Parties deem the French and English versions of this Agreement to be equally authoritative. 61 (b) The Parties acknowledge that the Amendment, the Bylaws Amendment, the Qualified Stock Purchaser Standstill Agreement (as such term is defined in the Stockholders' Agreement), the Company Stock Payment Notes (as such term is defined in the Stockholders' Agreement) and the Company Eligible Notes (as such term is defined in the Stockholders' Agreement), and any draft forms thereof, are not required to be translated into the French language to comply with the French Translation Law. Section 11.11. Table of Contents; Headings; Counterparts. The table of contents and the headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 11.12. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court described in Section 11.8, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. (P)1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 11.13. Continuing Director Approval. Where Continuing Director approval is otherwise explicitly required under this Agreement with respect to a transaction or determination on the part of the Company, such approval shall not be required if (a) the Fair Price Provisions have been deleted in their entirety, (b) the Fair Price Provisions have been modified so as explicitly not to apply to any Class A Holder, or they have been modified in a manner reasonably satisfactory to FT and DT so as explicitly not to apply to any transactions with any Class A Holder contemplated by this Agreement, the Stockholders' Agreement or the Other Investment Documents (as such term is defined in the Stockholders' Agreement) or the Articles as amended by the Amendment, (c) the transaction in question is not a "Business Combination" within the meaning of the Fair Price Provisions, or (d) the Class A Holder that is a party to the transaction, along with its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and Associates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982), is not an "Interested Stockholder" or an "Affiliate" of an "Interested Stockholder" within the meaning of the Fair Price Provisions. Where this Agreement provides that Continuing Director approval is explicitly required to undertake a transaction or make a determination on the part of the Company, the Company shall not undertake such transaction or make such determination unless it first delivers a certificate, signed by a duly authorized officer of the Company, to each of FT and DT certifying that such approval either has been obtained or is not required as set forth in the preceding sentence, and FT and DT shall be entitled to rely on such certificate. Section 11.14. Currency. All amounts payable under this Agreement and the Other Agreements shall be payable in U.S. dollars. 62 In Witness Whereof, the Parties have caused this Agreement to be duly executed as of the date first above written. Sprint Corporation /s/ W. T. Esrey By: _________________________________ Name: William T. Esrey Title: Chairman and Chief Executive Officer France Telecom /s/ Charles Rozmaryn By: _________________________________ Name: Charles Rozmaryn Title: Directeur General Deutsche Telekom AG /s/ Ron Sommer By: _________________________________ Name: Dr. Ron Sommer Title: Vorsitzender des Vorstandes 63 CONFIDENTIAL ------------ SPRINT CORPORATION 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. As of November 21, 1995 FRANCE TELECOM 6 place d'Alleray 75505 Paris Cedex 15 France DEUTSCHE TELEKOM AG Godesberger Allee 107B D-53175 Bonn Germany Re: Investment Agreement, dated as of July 31, 1995, among Sprint Corporation, France Telecom and Deutsche Telekom AG Gentlemen: Reference is made to the Investment Agreement, dated as of July 31, 1995 (the "Investment Agreement"), among Sprint Corporation ("Sprint"), France Telecom ("FT") and Deutsche Telekom AG ("DT"). Capitalized terms used without definition herein shall have the meanings set forth in the Investment Agreement. Each of Sprint, FT and DT hereby agrees as follows: 1. Paragraph (i) of Section 10.1(a) of the Investment Agreement is hereby amended to delete therefrom the terms "December 31, 1995" and to insert in lieu thereof the terms "February 15, 1996". 2. This letter shall not constitute a waiver or amendment of any other provision of the Investment Agreement not explicitly waived or amended hereby. The provisions of the Investment Agreement are and shall remain in full force and effect as amended hereby. 3. This letter 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). 4. The Parties have negotiated this letter in the English language, and have prepared successive drafts and the definitive texts of this letter in the English language. For purposes of complying with the French Translation Law, the Parties have prepared a French version of this letter, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The Parties deem the French and English versions of this letter to be equally authoritative. Please acknowledge the foregoing agreement by signing this letter agreement in the space provided below and returning one copy to each of the undersigned. This letter agreement may be executed in counterparts, which together shall constitute one and the same instrument. Very truly yours, SPRINT CORPORATION By: /s/ W.T. Esrey ------------------------------- Name: W.T. Esrey Title: Chairman Agreed as of the date first above written. FRANCE TELECOM By: /s/ Michel Bon --------------------------- Name: Michel Bon Title: Vice President DEUTSCHE TELEKOM AG By: /s/ Dr. Ron Sommer --------------------------- Name: Dr. Ron Sommer Title: Vorsitzender des Vorstandes By: /s/ Dr. Gead Tenzer --------------------------- Name: Gead Tenzer Title: Mitglied des Vorstandes EX-99.3 4 REGISTRATION RIGHTS AGREEMENT EXHIBIT 3 =============================================================================== REGISTRATION RIGHTS AGREEMENT AMONG FRANCE TELECOM, DEUTSCHE TELEKOM AG AND SPRINT CORPORATION Dated as of January 31, 1996 =============================================================================== TABLE OF CONTENTS
Page Section 1. Registration under the Securities Act. 1 1.1. Registration on Request 1 1.2. Incidental Registration 5 1.3. Registration Procedures 7 1.4. Delay of Filing or Sales 12 1.5. Underwritten Offerings 13 1.6. Preparation; Reasonable Investigation 14 1.7. Indemnification 15 1.8. Effect of Other Agreements Among the Parties Hereto 18 Section 2. Definitions 19 Section 3. Miscellaneous. 21 3.1. Rule 144 21 3.2. Additional Parties 21 3.3. Notices 21 3.4. Waiver, Amendment, etc 23 3.5. Binding Agreement; No Third Party Beneficiaries 23 3.6. Governing Law; Dispute Resolution; Equitable Relief 23 3.7. Severability 25 3.8. Translation 25 3.9. Table of Contents; Headings; Counterparts 25 3.10. Entire Agreement 25 3.11. Waiver of Immunity 26 3.12. Currency 27
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of January 31, 1996 (the "Agreement"), among France Telecom, an exploitant public organized under the laws of France ("FT"); Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"); and Sprint Corporation, a corporation organized under the laws of Kansas (the "Company"). RECITALS -------- WHEREAS, each of the Company, Sprint Global Venture, Inc., a wholly-owned subsidiary of the Company ("Sprint Sub"), FT and DT have formed a joint venture to provide telecommunications services as provided in the Joint Venture Agreement, dated as of June 22, 1995, as amended, among Sprint Sub, FT, DT and the Company, and to pursue various telecommunications opportunities around the world as further provided therein; WHEREAS, pursuant to the Investment Agreement, dated as of July 31, 1995, as amended, among FT, DT and the Company (the "Investment Agreement"), FT and DT are purchasing from the Company shares of Class A Stock of the Company; and WHEREAS, the parties hereto have determined that it is in their best interests that they enter into this Agreement providing for certain rights and restrictions with respect to the shares of Class A Stock owned by FT and DT and any Qualified Subsidiaries or Qualified Stock Purchasers and certain related rights and obligations of the Company. NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, each of FT, DT and the Company agrees as follows: Section 1. Registration under the Securities Act. Section 1.1 Registration on Request. (a) Request. Subject to Article II of the Stockholders' Agreement, at any time, upon the written request of the holders of a majority of the Eligible Securities then outstanding requesting that the Company effect the registration under the Securities Act of a specified number of Eligible Securities, the Company shall promptly give written notice of such requested registration to all holders of Eligible Securities and thereupon the Company shall use its reasonable efforts to effect the registration under the Securities Act of the Eligible Securities which the Company has been so requested to register by the Selling Stockholders, for disposition for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders (which method of disposition shall be in accordance with the registration requirements of the United States securities laws), provided that (i) the Company shall not be required to effect any registration pursuant to this Section 1.1 if during the twelve-month period immediately preceding such request for registration the Company has previously effected a registration pursuant to this Section 1.1, (ii) subject to Section 1.1(g), the Company shall not be required to effect any registration pursuant to this Section 1.1 after five registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than two additional registrations, the holders of a majority of the Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all Registration Expenses in connection with such additional two registrations; provided, however, that if the Company proposes to redeem pursuant to Section 2 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" shares of Class A Stock from the Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such registration shall not count toward the maximum number of registrations provided in this clause (ii) to the proviso to Section 1.1(a), (iii) the Company shall not be obligated to cause any special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 1.1 unless the aggregate market value of all Eligible Securities so requested to be registered exceeds $200 million on the date of delivery of the request for registration (based on the average closing price per share of Common Stock on the preceding ten Business Days). (b) Withdrawal. The Selling Stockholders shall have the right to request withdrawal of any registration statement filed pursuant to this Section 1.1 (and the Company shall so withdraw such registration statement) so long as such registration statement has not become effective, provided that, in such case, such Selling Stockholder shall pay all related out-of-pocket Registration Expenses reasonably incurred by the Company unless a registration statement shall be effected pursuant to this Section 1.1 within 270 days after such withdrawal. The Selling Stockholders, in accordance with Section 2.5 of the Stockholders' Agreement, at any time and from time to time, may change the Planned Date of any registration statement to any date not more than 120 days after the original Planned Date with respect to such registration statement. (c) Effective Registration Statement. A registration requested pursuant to this Section 1.1 shall not be deemed to be effected (i) if a registration statement with respect thereto shall not have become effective under the Securities Act (including, without limitation, because of a withdrawal of such registration statement by the Selling Stockholders prior to the effectiveness thereof pursuant to Section 1.1(b) hereof), (ii) if, after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the Commission or any other Governmental Authority, and the result of such interference is to prevent the Selling Stockholders from disposing of more than one-third of the Eligible Securities proposed to be sold in accordance with the intended methods of disposition or the Company exercises its rights under Section 1.4 and the result is a delay in the proposed distribution of any Eligible Securities in excess of 120 days and the Selling Stockholders determine not to sell Eligible Securities pursuant to such registration as a result of such delay, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Selling Stockholders holding two- thirds of the Eligible Securities that were to have been sold thereunder, other than as a result of any breach by any Selling Stockholder or any underwriter of its obligations thereunder or hereunder. (d) Registration Statement Form. Registration statements filed under this Section 1.1 shall be on such form of the Commission as shall be selected by the Company, and as shall permit the disposition of the subject Eligible Securities for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders. The Selling Stockholders may propose that the Company include in a registration statement additional information or material specified by any Selling Stockholder and the Company shall make a good faith determination whether to include such information or material in such registration statement. (e) Expenses. Except as otherwise provided herein, the Company shall pay all Registration Expenses in connection with any registration requested pursuant to this Section 1.1 and shall pay such other expenses if and to the extent required by Section 2.5 of the Stockholders' Agreement. (f) Selection of Underwriters. If a registration pursuant to this Section 1.1 relates to an underwritten offering, the managing or lead underwriter or underwriters shall be an underwriter or underwriters of internationally recognized standing selected by the Selling Stockholders holding a majority of the Eligible Securities proposed to be registered, with the approval of the Company, which approval shall not be unreasonably withheld. (g) Priority in Requested Registrations. If a registration pursuant to this Section 1.1 involves an underwritten offering, and the managing or lead underwriter or underwriters shall advise the Selling Stockholders in writing (a copy of which shall be provided to the Company by the Selling Stockholders) that, in its or their opinion, the number of securities requested to be included in such registration by the Selling Stockholders, the Company and any other Person exceeds the number which can be sold in such offering within a price range acceptable to the Selling Stockholders, the Company shall include in such registration the number of securities that the Selling Stockholders are so advised can be sold in such offering, as follows: (i) (x) first, the Eligible Securities proposed to be included by the Selling Stockholders, (y) second, the securities requested to be included in such registration by the Company unless otherwise provided in an agreement between the Company and another Person or Persons, and (z) third, the securities of any other Person or Persons proposed to be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the respective agreements into which such Persons and the Company have entered, or (ii) at the option of the Company, (x) first, the Eligible Securities proposed to be included by the Selling Stockholders and the securities requested to be included in such registration by the Company, each pro rata in accordance with the number of Eligible Securities proposed to be included by the Selling Stockholders and the number of securities so proposed to be included by the Company, respectively, and (y) second, the securities of any other Person or Persons proposed to be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the respective agreements into which such Persons and the Company have entered, provided, if the Company selects the option set forth in clause (ii), such registration shall not count toward the maximum number of registrations provided in Section 1.1(a)(ii) if due to the Company's participation on a pro rata basis with the Selling Stockholders, the managing or lead underwriter or underwriters determines in its good faith judgment that the number of securities requested to be included in such registration by the Selling Stockholders and the Company exceeds the number which can be sold in such offering within a price range acceptable to the Selling Stockholders. (h) Inconsistent Rights. The Company shall not grant to any holder of its securities any registration rights inconsistent with the provisions of this Section 1.1. Section 1.2. Incidental Registration. (a) Right to Include Eligible Securities. If the Company at any time proposes to register any shares of its Common Stock or other common equity securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan or a dividend reinvestment and stock purchase plan, and other than pursuant to Section 1.1) for sale pursuant to an underwritten public offering or other similarly organized selling effort, whether or not for sale for its own account, the Company shall give prompt written notice to each holder of Eligible Securities of its intention to do so and of the rights of such holders under this Section 1.2. Upon the written request of any holder of Eligible Securities made within 30 days after the delivery of any such notice (which request shall specify the Eligible Securities intended to be disposed of by any holder thereof), the Company shall use its reasonable efforts to effect the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Stockholders, to the extent required to permit the disposition for cash (in accordance with the intended methods thereof specified by the Selling Stockholders, which method of disposition shall be in accordance with United States securities laws) of the Eligible Securities so to be registered. If, at any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Selling Stockholder and, thereupon, (i) in the case of a determination not to register, the Company need not register any Eligible Securities in connection with such registration (but shall, in such case, pay the reasonable fees and expenses of counsel to the Selling Stockholders (excluding the portion of any fees determined pursuant to the German Fee Regulations) unless the Company effects a similar registration to which Sections 1.1 or 1.2 applies within 270 days of the Company's election not to register), without prejudice, however, to the rights of the holders of Eligible Securities (including the Selling Stockholders) to request that such registration be effected as a registration under Section 1.1, and (ii) in the case of a determination to delay registering, the Company may delay registering any Eligible Securities for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.1. (b) Priority in Incidental Registrations. If a registration pursuant to this Section 1.2 involves an underwritten offering, and the managing or lead underwriter or underwriters shall advise the Company in writing (a copy of which shall be provided by the Company to each Person requesting registration of Eligible Securities or other securities of the Company), that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Company, the Company shall include in such registration, up to the number of securities that the Company is so advised can be sold in such offering, (i) if the registration is a primary registration on behalf of the Company, (x) first, the securities proposed to be included by the Company and (y) second, the Eligible Securities requested to be included in such registration by the Selling Stockholders and the securities of other Persons requested to be included in such registration, each pro rata in accordance with the number of securities proposed to be included by such other Persons and the number of Eligible Securities so requested to be included, respectively; and (ii) if the registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities, (x) first, the securities proposed to be included by such other Person or Persons (unless, the Company shall have negotiated an equal or better priority with such Person or Persons), (y) second, the securities of the Company and the Eligible Securities requested to be included in such registration by the Selling Stockholders, each pro rata in accordance with the number of securities proposed to be registered by the Company and the number of Eligible Securities so requested to be included, respectively (unless the Company has negotiated an equal or better priority with such other Person or Persons, in which case the securities proposed to be included by the Company shall have higher priority than the Eligible Securities proposed to be included by the Selling Shareholders), and (z) third, the securities of any other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered. Notwithstanding the aforesaid, if at any time the Company proposes to effect a registration under this Section 1.2 the Selling Stockholders are entitled to effect a disposition of Eligible Securities pursuant to Rule 144(k) (or any successor provision) under the Securities Act, the aforesaid priorities shall be changed so that the Eligible Securities proposed to be included by the Selling Stockholders shall have the lowest priority of all securities proposed to be registered in such registration. (c) Inconsistent Rights. The Company shall not grant to any holder of its securities any registration rights inconsistent with the provisions of this Section 1.2. (d) Expenses. Except as otherwise provided in this Agreement, the Company shall pay all Registration Expenses in connection with any registration requested pursuant to this Section 1.2. (e) Selection of Underwriters. If an incidental registration pursuant to this Section 1.2 involves an underwritten offering, the managing or lead underwriter or underwriters shall be selected by the Company. Section 1.3. Registration Procedures. If and whenever the Company is required to use its reasonable efforts to effect the registration of any Eligible Securities under the Securities Act as provided in Sections 1.1 and 1.2, the Company shall as expeditiously as possible: (a) prepare and as soon thereafter as possible file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable efforts to cause such registration statement to become effective, provided that before filing such registration statement or any amendments thereto, the Company shall furnish to the counsel to the Selling Stockholders copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective for a period of either (i) not less than 120 days (subject to extension pursuant to the last paragraph of this Section 1.3) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of securities by an underwriter or dealer; or (ii) such shorter period as is required for the disposition of all of the securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period of effectiveness required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; (c) furnish to each seller of securities covered by such registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the pro- spectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents in order to facilitate the disposition of such securities owned by such seller in accordance with such seller's intended method of disposition, as such seller may reasonably request, but only during such time as the Company shall be required under the provisions hereof to cause such registration statement to remain current; (d) use its reasonable efforts to register or qualify securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions in the United States of the securities owned by such seller, provided that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify but for the requirements of this subsection (d), (ii) consent to general service of process in any such jurisdiction, (iii) subject itself to taxation in any such jurisdiction or (iv) conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction; (e) use its reasonable efforts to cause all securities covered by such registration statement to be registered with or approved by such other United States Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the sellers to consummate the disposition thereof; (f) use its reasonable efforts to furnish to each Selling Stockholder a signed counterpart, addressed to such Selling Stockholder (and the underwriters, if any), of (i) an opinion of counsel for the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such Selling Stockholder, and (ii) a "comfort" letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such Selling Stockholder, signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities; (g) furnish to each such Selling Stockholder at least five Business Days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus (other than any amendment or supplement in the form of a filing which the Company is required to make pursuant to the Exchange Act) and not file any such amendment or supplement to which any such Selling Stockholder shall have reasonably objected on the grounds that, in the opinion of counsel to such Selling Stockholder, such amendment or supplement does not comply in all material respects with the requirements of the Securities Act; (h) notify each Selling Stockholder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such Selling Stockholder promptly prepare and furnish to such Selling Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (i) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months beginning after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (j) use its reasonable efforts to provide customary assistance to the underwriters in their selling efforts and presentations to prospective investors; and (k) use its reasonable efforts to cause all such Eligible Securities covered by such registration statement to be listed on a national securities exchange or on the National Association of Securities Dealers, Inc. National Market System (if such Eligible Securities are not already so listed), and on each other securities exchange on which similar securities issued by the Company are then listed, if the listing of such Eligible Securities is then permitted under the rules of such exchange. The Company may require each Selling Stockholder to furnish the Company in writing for inclusion in the registration statement such information regarding such Selling Stockholder and the distribution of such Eligible Securities being sold as the Company may from time to time reasonably request. Each Selling Stockholder agrees by becoming a holder of Eligible Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (h) of this Section 1.3, such Selling Stockholder shall forthwith discontinue such Selling Stockholder's disposition of Eligible Securities pursuant to the registration statement relating to such Eligible Securities until such Selling Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (h) of this Section 1.3 and, if so directed by the Company, such Selling Stockholder shall use its reasonable efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Selling Stockholder's possession, of the prospectus relating to such Eligible Securities current at the time of receipt of such notice. If the Company shall give any such notice, the applicable time period mentioned in subsection (b) of this Section 1.3 during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to subsection (h) of this Section 1.3, to and including the date when each Selling Stockholder shall have received the copies of the supplemented or amended prospectus contemplated by subsection (h) of this Section 1.3. Section 1.4. Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Eligible Securities pursuant to a registration statement for a period of 270 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Eligible Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests, provided that the Company shall have no right to delay the filing of a registration state- ment or the selling of Eligible Securities if at any time during the twelve months preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Eligible Securities pursuant to Section 1.1(a) or the selling of Eligible Securities pursuant to a registration statement filed in accordance with Section 1.1(a). (b) The Company shall have no obligation to include in any notice contemplated by Section 1.4(a) any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel for the Selling Stockholders (excluding the portion of any fees determined pursuant to the German Fee Regulations) with respect to any registration of Eligible Securities or sales thereof that has been delayed for more than 90 days pursuant to this Section 1.4, unless the Company effects a similar registration to which Section 1.1 or 1.2 applies within 270 days of the first delivery of a notice contemplated by Section 1.4(a). Section 1.5. Underwritten Offerings. (a) Requested Underwritten Offerings. If requested by the underwriters of any underwritten offering of Eligible Securities pursuant to a registration requested under Section 1.1, the Company shall enter into an underwriting agreement with such underwriters for such offering. Such agreement shall be reasonably satisfactory in substance and form to each Selling Stockholder, the Company and the underwriters and shall contain representations, warranties, indemnities and agreements customarily included by an issuer in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 1.7. The Selling Stockholders shall be parties to such underwriting agreement and may, at their option, require that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Selling Stockholders. (b) Incidental Underwritten Offerings. If the Company at any time proposes to register any of its Common Stock or other common equity securities under the Securities Act as contemplated by Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by the Selling Stockholders as provided in Section 1.2 and subject to the provisions of Section 1.2(b), use its reasonable efforts to arrange for such underwriters to include those Eligible Securities designated by the Selling Stockholders among the securities to be distributed by such underwriters. The Selling Stockholders shall be parties to the underwriting agreement between the Company and such underwriters. (c) Holdback Agreements. (i) Each holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force), during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, except as part of such underwritten registration. (ii) The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, except as part of such underwritten registration and except pursuant to (v) registrations on Form S-4 or S-8, or any successor or similar forms thereto or otherwise pursuant to a dividend reinvestment plan or a dividend reinvestment and stock purchase plan; (w) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (x) any other agreement to issue equity securities or securities convertible into or exchangeable or exercisable for any of such securities in effect on the date the Selling Stockholders deliver to the Company the request to register, or include in a registration, Eligible Securities under Section 1.1 or Section 1.2, as the case may be; (y) any acquisition or similar transaction; and (z) any dividend reinvestment plan or employee benefit plan (if necessary for such plan to fulfill its funding obligations in the ordinary course). Section 1.6. Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement in which the Selling Stockholders include Eligible Securities in such registration, the Company shall (a) give the Selling Stockholders, their underwriters, if any, and their respective advisors and counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto (other than any amendment or supplement in the form of a filing which the Company is required to make pursuant to the Exchange Act), (b) give the Selling Stockholders and their respective advisors and counsel such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Selling Stockholders' counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and (c) consult with the Selling Stockholders concerning the selection of underwriter's counsel for such offering and registration. Section 1.7. Indemnification. (a) Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act pursuant to Section 1.1 or 1.2, the Company shall, and hereby does, indemnify and hold harmless each Selling Stockholder, its directors, officers, employees, agents and advisors, and each other Person, if any, who controls such Selling Stockholder within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which each such Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained (x) in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto, or (y) in any application or other document or communication (in this Section 1.7 collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the "blue sky" or securities laws thereof, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such Person for any reasonable legal or any other expenses (excluding the portion of any legal fees determined pursuant to the German Fee Regulations) incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by any Selling Stockholder or, in the case of a registration under Section 1.1 hereof, any underwriter specifically for use in the preparation thereof and provided, further, that the Company shall not be liable to any Person who participates as an underwriter (other than the Selling Stockholders insofar as they may be deemed underwriters within the meaning of the Securities Act) in any such registration or any other Person who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the securities to such Person if such statement or omission was timely corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Person and shall survive the transfer of such securities by such Person. The Company shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified in respect of a claim for each jurisdiction in which such counsel is required unless a conflict of interest exists between such indemnified party and any other indemnified party in respect of such claim. (b) Indemnification by the Selling Stockholders. The Company may require, as a condition to including any Eligible Securities held by a Selling Stockholder in any registration statement filed pursuant to Sections 1.1 and 1.2, that the Company shall have received an undertaking satisfactory to it from such Selling Stockholder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this Section 1.7) the Company, each director, officer, employee, agent and advisor of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any application, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Selling Stockholder specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or such application. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent, advisor or controlling Person and shall survive the transfer of such securities by such Selling Stockholder. The indemnity provided by each Selling Stockholder under this Section 1.7(b) shall be only with respect to its own misstatements and omissions and not with respect to those of any other seller or prospective seller of securities, and not jointly and severally, and shall be limited in amount to the net amount of proceeds received by such Selling Stockholder from the sale of Eligible Securities pursuant to such registration statement. (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 1.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 1.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified par- ty, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, if the indemnifying party is entitled to do so hereunder, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (d) Other Remedies. If for any reason the indemnity set forth in the preceding subsections of this Section 1.7 is unavailable, or is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the offering of securities and the statements or omissions or alleged statements or omissions which resulted in such loss, claim, damage, or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions. No party shall be liable for contribution under this subsection (d) except to the extent and under such circumstances as such party would have been liable to indemnify under this Section 1.7 if such indemnification were enforceable under applicable law. Section 1.8. Effect of Other Agreements Among the Parties Hereto. Nothing in this Agreement shall be construed to alter in any manner whatsoever any rights or obligations of the Company, FT, DT, any Qualified Subsidiary or any Qualified Stock Purchaser contained in any other agreement among such Persons entered into concurrently herewith, including, but not limited to, the restrictions on transfer of shares of capital stock of the Company contained in Article II of the Stockholders' Agreement and the provisions of Section 7.5(a) of the Stockholders' Agreement. In addition, any sales of Eligible Securities made pursuant to this Agreement shall be effected only in strict accordance with Article II and Section 7.5(a) of the Stockholders Agreement. Section 2. Definitions. Capitalized terms used herein and not defined in this Section 2 shall have the meanings set forth in the Stockholders' Agreement, dated as of January 31, 1996, among FT, DT and the Company. As used herein, the following terms have the following respective meanings: Commission: The Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. Eligible Securities: (a) shares of Common Stock held by a party to this Agreement (other than the Company) acquired prior to the conversion of all shares of Class A Stock into shares of Common Stock, or termination of the Fundamental Rights, in each case pursuant to Section 7 of the Class A Provisions and without violating Article 2 of the Standstill Agreement; (b) shares of Common Stock into which shares of Class A Stock held by a party to this Agreement (other than the Company) may be converted, provided that for all purposes under this Agreement, the holders of such shares of Class A Stock shall be deemed to be the holders of such shares of Common Stock into which such shares of Class A Stock may be converted; and (c) any securities issued or issuable with respect to such Class A Stock or such Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Eligible Securities, once issued such securities shall cease to be Eligible Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of, (ii) they shall have been distributed to the public pursuant to Rule 144 (or any successor provisions) under the Securities Act, (iii) they shall have been otherwise transferred (except transfers to a Qualified Subsidiary or Qualified Stock Purchaser), new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any state securities or blue sky law then in force, or (iv) they shall have ceased to be outstanding. Exchange Act: The Securities Exchange Act of 1934, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. German Fee Regulations: The Bundesgebuhrenordnung fur Rechtsanwalte vom 26. Juli 1957 (BGBl) I S. 907 (as it or any successor provision may be in effect from time to time). Registration Expenses: All expenses incident to the Company's performance of or compliance with Sections 1.1, 1.2 and 1.3 hereof, including, without limitation, (a) all registration, filing and NASD fees, (b) all fees and expenses of complying with securities or blue sky laws, (c) all word processing, duplicating and printing expenses, (d) messenger and delivery expenses, (e) the reasonable fees and disbursements of counsel for the Company (excluding the portion of any fees determined pursuant to the German Fee Regulations) and of its independent public accountants, including the expenses of any "comfort" letters required by or incident to such performance and compliance, (f) premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Eligible Securities being registered (if the Company elects to obtain any such insurance), and (g) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions, provided, that (i) except as otherwise specifically provided herein, fees and disbursements of counsel to one or more Selling Stockholders and (ii) transfer taxes shall not be included as Registration Expenses and shall not be paid by the Company. Securities Act: The Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Selling Stockholders: Holders of Eligible Securities that with respect to a particular registration have delivered to the Company a request to register, or include in a registration, Eligible Securities held by them under Section 1.1 or Section 1.2 of this Agreement. Section 3. Miscellaneous. Section 3.1. Rule 144. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, shall, upon the request of any holder of Eligible Securities, make publicly available other information) and shall take such further action as any holder of Eligible Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Eligible Securities without registration under the Securities Act pursuant to (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Eligible Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements. Section 3.2. Additional Parties. Upon the Transfer of any shares of Class A Stock to a Qualified Subsidiary or Qualified Stock Purchaser in accordance with the terms of the Stockholders' Agreement, such Qualified Subsidiary or Qualified Stock Purchaser shall become a party to this Agreement by agreeing in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption in the form of Exhibit B to the Stockholders' Agreement, in the case of a Qualified Subsidiary, or an instrument of assumption in the form of Exhibit C to the Stockholders' Agreement, in the case of a Qualified Stock Purchaser, and shall thereby be deemed a holder of Eligible Securities for the purposes of this Agreement. Section 3.3. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Executive Vice President, International Tel: (33-1) 44-44-19-94 Fax: (33-1) 46-54-53-69 with a copy to: Debevoise & Plimpton 875 Third Avenue New York, New York 10022 U.S.A. Attn: Louis Begley, Esq. Tel: (212) 909-6273 Fax: (212) 909-6836 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Attn: Chief Executive Officer Tel: 49-228-181-9000 Fax: 49-228-181-8970 with a copy to: Mayer, Brown & Platt 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006 U.S.A. Attn: Werner Hein, Esq. Tel: (202) 778-8726 Fax: (202) 861-0473 Company: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The parties to this Agreement shall promptly notify each other in the manner provided in this Section 3.3 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 3.4. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the parties hereto. No failure or delay of any party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 3.5. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the parties hereto and their successors (including, without limitation, any successor of FT in a privatization) and permitted assigns. Except as set forth herein and by operation of law, no party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of each other party to this Agreement. Nothing expressed or implied herein is intended or shall be construed to confer upon or give to any third party any rights or remedies by virtue hereof. In the event of a reorganization of FT pursuant to, as a result of or in connection with, a privatization, the corporation or other entity formed to continue the business activities of FT shall assume the rights and obligations of FT under this Agreement. Section 3.6. Governing Law; Dispute Resolution; Equitable Relief. (A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (B) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, AND EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 3.3. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (C) EACH PARTY HERETO AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES HERETO FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES HERETO MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH. EACH PARTY HERETO AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 3.7. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party hereto waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. Section 3.8. Translation. The parties have negotiated both this Agreement and the Memorandum of Understanding, dated June 14, 1994 (the "MOU"), among each of the parties, in the English language, and have prepared successive drafts and the definitive texts of the MOU and this Agreement in the English language. For purposes of complying with the loi n 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The parties deem the French and English versions of this Agreement to be equally authoritative. Section 3.9. Table of Contents; Headings; Counterparts. The table of contents and the headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 3.10. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Section 3.11. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court described in Section 3.6, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. (P) 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 3.12. Currency. All amounts payable under this Agreement shall be payable in U.S. dollars. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written. SPRINT CORPORATION By: /s/ Don A. Jensen ------------------------------ Title: Secretary FRANCE TELECOM By: /s/ Henri Chantreuil ------------------------------ Title: Vice President DEUTSCHE TELEKOM AG By: /s/ Dr. Herbert May ------------------------------ Title: Member of the Board of Management EX-99.4 5 STANDSTILL AGREEMENT EXHIBIT 4 STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") dated as of July 31, 1995 by and among SPRINT CORPORATION, a corporation formed under the laws of Kansas ("Sprint"), FRANCE TELECOM, an exploitant public formed under the laws of France ("FT"), and DEUTSCHE TELEKOM AG, an Aktiengesellschaft formed under the laws of Germany ("DT"); WITNESSETH: WHEREAS, Sprint, FT and DT have entered into that certain Investment Agreement dated as of the date hereof (the "Investment Agreement") pursuant to which FT and DT have agreed to purchase shares of capital stock of Sprint; and WHEREAS, as a condition to its entering into the Investment Agreement, Sprint has required that FT and DT enter into this 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. NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein and in the Other Agreements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of FT, DT and Sprint (each a "Party"), intending to be legally bound, hereby agrees 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 have the meaning set forth in Section 8.3(a) of the Investment Agreement. "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. 1 "Aliens" shall mean "aliens," "their representatives," "a foreign government or representatives thereof" or "any corporation organized under the laws of a foreign country" as such terms are used in Section 310(b)(4) of the Communications Act. "Applicable Law" shall mean all applicable provisions of all (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority, and (b) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority. "Articles" shall mean the Articles of Incorporation of Sprint, as amended or supplemented from time to time. "Associate" shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act, provided that when used to indicate a relationship with FT or DT or their respective Subsidiaries or Affiliates, the term "Associate" shall mean (a) in the case of FT, any Person occupying the positions listed on Schedule A hereto, and (b) in the case of DT, any Person occupying the positions listed on Schedule B hereto, provided, further, that, in each case, no Persons occupying any such positions described in clause (a) or (b) hereof shall be deemed an "Associate" of FT or DT, as the case may be, unless the Persons occupying all such positions described in clauses (a) and (b) hereof Beneficially Own, in the aggregate, securities representing more than 0.2% of the Voting Power of the Company. "Atlas" shall mean the company to be formed as a societe anonyme under the laws of Belgium pursuant to the Joint Venture Agreement, dated as of December 15, 1994, as amended, between FT and DT. "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 Investment Agreement and the 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 Class A Stock and Common 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. "Business Day" shall have the meaning set forth in Article I of the Investment Agreement. "Change of Control" shall have the meaning set forth in Article I of the Investment Agreement. "Class A Common Stock" shall mean the Class A Common Stock of Sprint. "Class A Preference Stock" shall mean the Class A Preference Stock of Sprint. 2 "Class A Stock" shall mean the Class A Common Stock or, if shares of the Class A Preference Stock are outstanding, the Class A Preference Stock. "Class A Provisions" shall mean that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO CLASS A STOCK," which will be included in an amendment to the Articles to be filed on or before the First Closing. "Common Stock" shall mean the Common Stock, par value U.S. $2.50 per share, of Sprint. "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. "DT" shall have the meaning set forth in the introductory paragraph of this Agreement. "DT Investor Confidentiality Agreement" shall have the meaning set forth in Article I of the Investment Agreement. "Exchange Act" shall mean the United States Securities Exchange Act of 1934 and the rules and regulations thereunder. "FCC" shall mean the United States Federal Communications Commission. "First Closing" shall have the meaning set forth in Section 2.1(a) of the Investment Agreement. "France" shall mean the Republic of France, including French Guiana, Guadeloupe, Martinique and Reunion, and its territories and possessions. "FT" shall have the meaning set forth in the introductory paragraph of this Agreement. "FT Investor Confidentiality Agreement" shall have the meaning set forth in Article I of the Investment Agreement. "Germany" shall mean the Federal Republic of Germany. "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. "Governmental Authority" shall mean any federation, nation, state, sovereign, or government, any federal, supranational, regional, state, local or political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, administrative hearing body, arbitration tribunal, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government, provided that the term "Governmental Authority" shall not include FT, DT or Atlas or any of their respective Subsidiaries. 3 "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 Limitation" shall have the meaning set forth in Section 2.1(a)(ii), as adjusted pursuant to Section 2.2(a). "Initial Standstill Period" shall have the meaning set forth in Section 2.1(a)(ii). "Investment Agreement" shall have the meaning set forth in the Recitals. "Investment Completion Date" shall have the meaning set forth in Article I of the Investment Agreement. "Joint Venture" shall have the meaning set forth in Article I of the Investment Agreement. "Joint Venture Agreement" shall mean that certain Joint Venture Agreement, dated as of June 22, 1995, among FT, DT, Sprint and Sprint Global Venture, Inc. "Joint Venture Documents" shall have the meaning set forth in Article I of the Investment Agreement. "JV Entity" shall have the meaning set forth in Article I of the Investment Agreement. "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. "Major Competitor" shall have the meaning set forth in Article I of the Investment Agreement. "Other Agreements" shall mean the Investment Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the FT Investor Confidentiality Agreement and the DT Investor Confidentiality Agreement. "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 Voting Securities" shall mean the Sprint Voting Securities outstanding as of any particular date, plus 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 Investment Agreement and the 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. "Passive Financial Institution" shall mean a bank (or comparable financial institution), insurance company, pension or retirement fund which acquires Voting Securities or other equity interests in a Qualified Subsidiary not with the purpose or effect of changing or influencing the control of the Qualified Subsidiary or Sprint, nor in connection with or as a participant in any transaction having such purpose or effect; provided that the term "Passive Financial Institution" shall not include any Major Competitor of Sprint or of the Joint Venture. "Percentage Limitation" shall have the meaning set forth in Section 2.1(a)(iii), as adjusted pursuant to Section 2.2(a). 4 "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 Limitation, unless any of FT, DT or any Qualified Subsidiary shall have breached any of the provisions of Section 3.1 or 3.2 of this Agreement or any corresponding provision of any Qualified Subsidiary Standstill Agreement and such breach resulted in, or was intended to facilitate, such Other Holder's acquisition of Beneficial Ownership of Outstanding Sprint Voting Securities in excess of the applicable Percentage Limitation. "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. "Person" shall mean an individual, a partnership, an association, a joint venture, a corporation, a business, a trust, any entity organized under Applicable Law, an unincorporated organization or any Governmental Authority. "Qualified Stock Purchaser" shall have the meaning set forth in Article I of the Stockholders' Agreement. "Qualified Stock Purchaser Standstill Agreement" shall mean a Standstill Agreement in form and substance satisfactory to Sprint, FT and DT. "Qualified Subsidiary" shall have the meaning set forth in Article I of the Investment Agreement. "Qualified Subsidiary Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit A. "Registration Rights Agreement" shall have the meaning set forth in Article I of the Investment Agreement. "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. "SEC" shall mean the United States Securities and Exchange Commission. "Section 3(b)(v) Conversion" shall mean the conversion of all of the outstanding shares of Class A Preference Stock into Class A Common Stock or Common Stock pursuant to Section 3(b)(v) of the Class A Provisions. "Section 3(b)(v) Conversion Date" shall mean the date of the Section 3(b)(v) Conversion. "Sprint" shall have the meaning set forth in the introductory paragraph of this Agreement. "Sprint Rights Plan" shall mean the Rights Agreement dated as of August 8, 1989, as amended, between Sprint and UMB Bank, n.a., as rights agent. "Sprint Voting Securities" shall mean the Common Stock, the Class A Stock and any other securities of Sprint having the right to Vote. "Stockholders' Agreement" shall have the meaning set forth in Article I of the Investment Agreement. "Strategic Investor" shall mean any Person which owns directly any equity interests in a Qualified Subsidiary, other than FT, DT, any wholly owned Subsidiary of FT or DT or a Passive Financial Institution. 5 "Strategic Investor Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit B. "Strategic Merger" shall have the meaning set forth in Article I of the Investment Agreement. "Subsequent Percentage Limitation" shall have the meaning set forth in Section 2.1(a)(iii), as adjusted pursuant to Section 2.2(a). "Subsidiary" shall mean, with respect to any Person (the "Parent"), any other Person in which the Parent, one or more Subsidiaries of the Parent, or the Parent and one or more of its Subsidiaries (a) have the ability, through ownership of securities individually or as a group, ordinarily, in the absence of contingencies, to elect a majority of the directors (or individuals performing similar functions) of such other Person, and (b) own more than 50% of the equity interests, provided that Atlas shall be deemed to be a Subsidiary of each of FT and DT. "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 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 and 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 is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Investment Agreement and the Stockholders' Agreement. "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 plus, in the case of Sprint, 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 is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Investment Agreement and the Stockholders' Agreement. Section 1.2. Interpretation and Construction of this Agreement. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." All references herein to Articles, Sections and Exhibits shall be deemed to be references to Articles and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The headings of the Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context shall otherwise require or provide, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision). ARTICLE 2. RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY FT, DT AND THEIR AFFILIATES AND ASSOCIATES Section 2.1. Acquisition Restrictions. (a) Subject to Sections 2.2, 2.3 and 2.4, each of FT and DT agrees that it will not, and will cause each of its respective Affiliates and Associates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of: (i) any Sprint Voting Securities at any time prior to the earlier of (A) the Investment Completion Date, and (B) the Section 3(b)(v) Conversion Date, in each case other than as a result of purchases from Sprint pursuant to the Investment Agreement; 6 (ii) if a Section 3(b)(v) Conversion has not occurred, any Sprint Voting Securities on or following the Investment Completion Date and prior to the fifteenth anniversary of the date hereof (the "Initial Standstill Period"), if as a result 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 (the "Initial Percentage Limitation"); (iii) if a Section 3(b)(v) Conversion has not occurred, any Sprint Voting Securities following the Initial Standstill Period, if as a result 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 (the "Subsequent Percentage Limitation"; the Initial Percentage Limitation and the Subsequent Percentage Limitation, as the case may be, also being referred to as the "Percentage Limitations"), provided that the Sprint Voting Securities Beneficially Owned in the aggregate by FT and DT and their respective Affiliates and Associates may not at any time exceed 80% of the Aggregate Foreign Ownership Limitation; (iv) if a Section 3(b)(v) Conversion has occurred, any Sprint Voting Securities on or following the Section 3(b)(v) Conversion Date; or (v) any Sprint nonvoting equity securities following the date hereof. (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 Limitation shall be increased to the extent necessary so that Sections 2.1(a)(ii) and 2.1(a)(iii) do not prohibit FT, DT and their respective Affiliates from acquiring Beneficial Ownership of additional Sprint Voting Securities such that 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 would be equal to (but 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, provided that the Sprint Voting Securities Beneficially Owned in the aggregate by FT and DT and their respective Affiliates may not at any time exceed 80% of the Aggregate Foreign Ownership Limitation. (b) Subject to Section 2.4, if an acquisition by FT, DT or any of their respective Affiliates or Associates of Beneficial Ownership of additional Sprint Voting Securities otherwise permitted by Section 2.1(a)(iii) or 2.2(a) is prohibited thereunder due to the proviso at the end of such Section, then FT or DT may assign to one or more non-Alien Qualified Stock Purchasers in accordance with Section 7.2 of the Stockholders' Agreement their rights under Section 2.1(a)(iii) 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 the proviso at the end of Section 2.1(a)(iii) or Section 2.2(a), as the case may be. Section 2.3. Effect of Action by Sprint. (a) Subject to Section 2.3(b), neither FT nor DT shall be deemed in violation of this Article 2 if the Beneficial Ownership of Sprint Voting Securities by FT, DT and their respective Affiliates and Associates exceeds the applicable Percentage Limitation (i) solely as a result of an acquisition of Sprint Voting Securities by Sprint 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, or (ii) because FT, DT or their respective Affiliates or Associates purchase shares in excess of the applicable Percentage Limitation 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. 7 (b) Notwithstanding Section 2.3(a), the applicable Percentage Limitation 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, or (ii) in the case of Section 2.3(a)(ii), 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 clause (i) or (ii): (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 the applicable Percentage Limitation, or (y) subject to the rights of Sprint in Section 5.7 of the Stockholders' Agreement, such acquisition is effected pursuant to (A) the exercise of equity purchase rights by FT or DT pursuant to the Stockholders' Agreement, or (B) market purchases which are made solely in lieu of the exercise of equity purchase rights by FT or DT pursuant to the Stockholders' Agreement following the issuance of securities by Sprint, so long as (1) either (I) FT or DT, as the case may be, has irrevocably waived its rights to exercise the equity purchase rights in respect of which such market purchases are made in lieu thereof, or (II) the time period for the exercise of such equity purchase rights has expired without the exercise of such rights, and (2) following such market purchases, the Percentage Ownership Interest of FT, DT and their respective Affiliates and Associates does not exceed the Percentage Ownership Interest of FT, DT and their respective Affiliates and Associates which would have been in effect had FT, DT and their respective Affiliates exercised such equity purchase rights. Section 2.4. Sprint Rights Plan. (a) Notwithstanding the provisions of Sections 2.1 and 2.2, each of FT and DT agrees that it will not, and will cause each of its respective Affiliates not to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Sprint Voting Securities if such acquisition would result in FT or DT or any of their respective Affiliates being deemed an Acquiring Person (as such term is defined in the Sprint Rights Plan) or result in the occurrence of a Stock Acquisition Date, Distribution Date, Section 11(a)(ii) Event or Section 13 Event (as such terms are defined in the Sprint Rights Plan). (b) If the Sprint Board of Directors amends or waives the provisions of the Sprint Rights Plan in such a manner to permit an Other Holder to acquire Beneficial Ownership of Sprint Voting Securities having Votes in excess of the applicable Percentage Limitation 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 Limitation without triggering adverse consequences under the Sprint Rights Plan to such Other Holder, then Sprint will amend or waive the provisions of the Sprint Rights Plan so that the Sprint Rights Plan does not impose any prohibition (including any prohibition on the ownership of Voting Securities), on FT, DT and their respective Affiliates and Associates which is more restrictive than the restrictions imposed on any Other Holder. ARTICLE 3. OTHER STANDSTILL PROVISIONS; QUORUM Section 3.1. Standstill Covenants. Each of FT and DT agrees that it will not, and it will cause each of its respective Affiliates and Associates not to, directly or indirectly, alone or in concert with others (including with any Government Affiliate, Related Company or Qualified Stock 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 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: 8 (i) any acquisition of Beneficial Ownership of Sprint Voting Securities or other equity interests in Sprint which would result in a breach of Article 2 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange or business combination involving Sprint or any material portion of its business or any purchase of all or any substantial part of the assets of Sprint or any material portion of its business, provided that nothing in this clause (ii) shall prohibit discussions by the Parties in connection with the conduct of the business of the JV Entities in the manner contemplated by the Joint Venture Documents or in connection with offers by FT or DT to purchase equity interests owned by Sprint in the JV Entities; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Sprint or any material portion of its business, provided that nothing in this clause (iii) shall prohibit discussions by the Parties in connection with the conduct of the business of the JV Entities or in connection with offers by FT or DT to purchase equity interests owned by Sprint in the JV Entities; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of "solicitation") with respect to Sprint or any of its Affiliates or any action resulting in such Person becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to Sprint or any of its Affiliates; (b) propose any matter for submission to a vote of stockholders of Sprint or any of its Affiliates; provided that nothing in this Section 3.1(b) shall restrict the manner in which the members of the Board of Directors of Sprint elected by the holders of Class A Stock may (i) vote on any matter submitted to such Board, or (ii) participate in deliberations or discussions of such Board (including making suggestions and raising issues to the Board, so long as such actions do not otherwise violate any other provision of this Section 3.1 or Section 3.2) in their capacity as members of such Board and in no other capacity, including any capacity such persons serving as directors otherwise may have as a director, officer, employee, agent or representative of any other Person, including any holder of Class A Stock; (c) form, join or participate in a Group with respect to any Sprint Voting Securities (other than any Group whose members consist solely of FT, DT, any of their respective Affiliates and Associates and any Qualified Subsidiaries); (d) grant any proxy with respect to any Sprint Voting Securities to any Person not designated by Sprint, except for proxies granted to FT or DT or Qualified Subsidiaries or to individuals who are officers, employees or regular agents or advisors of FT or DT or Qualified Subsidiaries who have received specific instructions from FT, DT or Qualified Subsidiaries, as the case may be, as to the voting of such Sprint Voting Securities with respect to the matter or matters for which the proxy is granted; (e) deposit any Sprint Voting Securities in a voting trust or subject any Sprint Voting Securities to any arrangement or agreement with respect to the voting of such Sprint Voting Securities or other agreement having similar effect, except for agreements solely among FT, DT and any Qualified Subsidiary; (f) execute any written stockholder consent with respect to Sprint, except for written consents executed by such Persons as holders of the Class A Stock in connection with (i) the election of Class A Directors (as defined in the Articles), (ii) the approval or disapproval of a Subject Event, Major Issuance or Major Competitor Transaction (each as defined in the Articles) during the period in which the holders of the Class A Stock are entitled to exercise disapproval rights with respect to such matter, or (iii) any vote by the holders of the Class A Stock with respect to which such holders are entitled to vote as a 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 9 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 FT and DT. (a) Subject to Section 3.2(b), each of FT and DT may issue such press releases and make such other public communications to the financial community and to its stockholders and such other public statements made in the ordinary course relating to its investment in Sprint, in each case as it reasonably deems appropriate and customary. Prior to making any such press release or other communication, FT and DT will use reasonable efforts to consult with Sprint in good faith regarding the form and content of any such communication, and FT and DT will use reasonable efforts to coordinate any such communication with any decisions reached by Sprint with respect to disclosures relating to such matters. (b) Notwithstanding the provisions of Section 3.2(a), unless required by Applicable Law, neither FT nor DT, nor any of their respective Affiliates or Associates, may make any press release, public announcement or other communication with respect to any of the matters described in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(g), 3.1(h) or 3.1(j) without the prior written consent of the Chairman of Sprint or by a resolution of a majority of the directors of Sprint. Nothing in this Section 3.2 shall permit FT or DT to take any action which would otherwise violate any provision contained in Section 3.1. Section 3.3. Voting of Sprint Voting Securities. Except as set forth in Sections 3.1(d), 3.1(e) and 3.1(f), nothing in Section 3.1 shall restrict the manner in which FT, DT and their respective Affiliates may vote their Sprint Voting Securities. Section 3.4. Quorum. Each of FT and DT shall use reasonable efforts to ensure that they shall be present, and shall use reasonable efforts to cause their respective Affiliates and Associates owning Sprint Voting Securities to be present, in each case, in person or by proxy, at all meetings of stockholders of Sprint so that all Sprint Voting Securities Beneficially Owned by FT and DT and their respective Affiliates and Associates shall be counted for purposes of determining the presence of a quorum at such meeting. Section 3.5. Notice of Proposals Regarding Acquisition Transactions. Each of FT and DT agrees that it will notify Sprint promptly if any inquiries or proposals which FT or DT reasonably believes are of substance are received by, any information is exchanged with respect to, or any negotiations or substantive discussions are initiated or continued with, FT or DT or any of their respective Affiliates regarding any Acquisition Proposal involving Sprint or any purchase of any of the shares of capital stock of Sprint Beneficially Owned by FT, DT or any of their respective Affiliates pursuant to a tender offer or exchange offer. 10 ARTICLE 4. OBLIGATIONS OF OTHER ENTITIES Section 4.1. Qualified Subsidiaries. FT and DT shall cause each Person which, as a result of the acquisition of Beneficial Ownership of any Sprint Voting Securities, would become a Qualified Subsidiary to execute a Qualified Subsidiary Standstill Agreement prior to and as a condition to the effectiveness of such acquisition. Section 4.2. Strategic Investors. FT and DT shall cause each Person which, as a result of an acquisition of Beneficial Ownership of any equity interest in a Qualified Subsidiary, would become a Strategic Investor (and any Person who Beneficially Owns more than 35% of the Voting Power, or otherwise Controls, such acquiring Person) to execute a Strategic Investor Standstill Agreement prior to and as a condition to the effectiveness of such acquisition. ARTICLE 5. MISCELLANEOUS Section 5.1. Termination. The provisions of this Agreement shall terminate (a) on the second anniversary of the date of the termination of the Investment Agreement but only if such agreement is terminated prior to the First Closing, or (b) if the Company proceeds with a transaction involving a Change of Control following the process described in Section 4.1 of the Stockholders' Agreement. Any termination of the Agreement as provided herein shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any provision of this Agreement. Section 5.2. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attention: Executive Vice President, International Tel: (33-1) 44-44-19-94 Fax: (33-1) 46-54-53-69 with a copy to: Debevoise & Plimpton 875 Third Avenue New York, New York 10022 U.S.A. Attention: Louis Begley, Esq. Tel: (212) 909-6273 Fax: (212) 909-6836 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Attention: Chief Executive Officer Tel: 49-228-181-9000 Fax: 49-228-181-8970 11 with a copy to: Mayer, Brown & Platt 2000 Pennsylvania Avenue, N.W. Suite 6500 Washington, D.C. 20006 U.S.A. Attention: Werner Hein, Esq. Tel: (202) 778-8726 Fax: (202) 861-0473 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 5.2 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 5.3. Assignment. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party. Section 5.4. Entire Agreement. This Agreement, including the Exhibits attached hereto, embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the Parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. Section 5.5. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the Parties. No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 5.6. Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors (including any successor of FT in a privatization) and permitted assigns. Nothing expressed or implied herein is intended or will be construed to confer upon 12 or to give to any third party any rights or remedies by virtue hereof. In the event of a reorganization of FT pursuant to, as a result of or in connection with, a privatization, the corporation or other entity formed to continue the business activities of FT shall assume the rights and obligations of FT under this Agreement. Section 5.7. Governing Law; Dispute Resolution; Equitable Relief. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (c) EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 5.2. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. 13 (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. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH BREACH HAS OCCURRED, AND AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 5.8. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each Party waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. Section 5.9. Translation. The parties hereto have negotiated both this Agreement and the Memorandum of Understanding, dated June 14, 1994 (the "MOU"), among each of the parties hereto, in the English language, and have prepared successive drafts and the definitive texts of the MOU and this Agreement in the English language. For purposes of complying with loi n(degrees) 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof. The parties deem the French and English versions of this Agreement to be equally authoritative. Section 5.10. Counterparts. This Agreement may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 5.11. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from setoff or counterclaim relating to this Agreement from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. (S)1602, et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 5.12. Remedies. In addition to any other remedies which may be available to Sprint (including any remedies which Sprint may have at law or in equity): (a) Each of FT and DT agrees that Sprint shall have no obligation to honor transfers of Sprint Voting Securities or other equity interests in Sprint to FT, DT or any of their respective Affiliates or Associates which would cause any of FT, DT and their respective Affiliates or Associates to Beneficially Own Sprint Voting Securities or other equity interests in Sprint in violation of this Agreement, any such transfers shall be void and of no effect, and Sprint shall be entitled to instruct any transfer agent or agents for the equity interests in Sprint to refuse to honor such transfers; and 14 (b) FT and DT acknowledge the provisions set forth in Section 5 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK," Section 7(b) of the Class A Provisions, and Section 3.5 and Article VIII of the 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, FT and DT have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. SPRINT CORPORATION /s/ W. T. Esrey By: _________________________________ William T. Esrey Chairman and Chief Executive Officer FRANCE TELECOM /s/ Charles Rozmaryn By: _________________________________ Charles Rozmaryn Directeur General DEUTSCHE TELEKOM AG /s/ Ron Sommer By: _________________________________ Dr. Ron Sommer Vorsitzender des Vorstandes 15 EX-99.5 6 COORDINATION AGREEMENT EXHIBIT 5 ================================================================================ COORDINATION AGREEMENT Between FRANCE TELECOM and DEUTSCHE TELEKOM AG Dated as of July 31, 1995 ===============================================================================
TABLE OF CONTENTS Page ARTICLE I PRINCIPLES OF COORDINATION.................................. 5 Section 1.1 Joint or Coordinated Action............................ 5 Section 1.2 Relative Shareholdings................................. 5 Section 1.3 Holdings of Associates................................. 5 Section 1.4 No Impairment of Rights................................ 6 Section 1.5 Further Assurances..................................... 6 ARTICLE II PURCHASES OF CLASS A STOCK................................... 6 Section 2.1 Optional Purchase Rights................................ 6 Section 2.2 Pricing Elections....................................... 7 Section 2.3 Conversion Elections.................................... 7 Section 2.4 Redemption Election..................................... 8 Section 2.5 Qualified Stock Purchasers.............................. 8 ARTICLE III PURCHASES OF COMMON STOCK.................................... 8 Section 3.1 Applicability........................................... 8 Section 3.2 Purchase Allocations.................................... 8 Section 3.3 Coordination of Market Purchases........................ 9 ARTICLE IV GOVERNANCE PROVISIONS........................................ 9 Section 4.1 Voting of Securities.................................... 9 Section 4.2 Mutual Support of Board Nominees........................10 Section 4.3 Number of Directors.....................................10 Section 4.4 Committee Representation................................10 Section 4.5 Replacement of Directors................................10 Section 4.6 Stockholder Matters.....................................11 Section 4.7 Actions with Respect to Obligations of the Company........................................11 ARTICLE V LONG DISTANCE ASSETS.........................................12 Section 5.1 Sale of Long Distance Assets............................12 Section 5.2 Qualified LD Purchasers.................................12 Section 5.3 Lien Foreclosures.......................................13 ARTICLE VI SALES OF SHARES..............................................13 Section 6.1 Right of First Offer....................................13 Section 6.2 Sales of Shares to the Company..........................14 Section 6.3 Coordination of Market Sales............................14 Section 6.4 Registration Rights.....................................14 ARTICLE VII CHANGE OF CONTROL OF THE COMPANY.............................15 Section 7.1 Joint Action............................................15 Section 7.2 Competing Proposals.....................................15 ARTICLE VIII INDEMNIFICATION..............................................15 Section 8.1 Indemnification.........................................15 Section 8.2 Additional Provisions...................................16
i ARTICLE IX MISCELLANEOUS................................................16 Section 9.1 Termination.............................................16 Section 9.2 Notices.................................................17 Section 9.3 Waiver, Amendment, etc..................................18 Section 9.4 No Partnership..........................................18 Section 9.5 Binding Agreement; Transfers; No Third Party Beneficiaries...................................18 Section 9.6 No Assignment of Certain Purchase Rights................18 Section 9.7 Qualified Subsidiaries..................................19 Section 9.8 Governing Law; Dispute Resolution; Equitable Relief.....................................19 Section 9.9 Severability............................................19 Section 9.10 Headings; Counterparts..................................20 Section 9.11 Entire Agreement........................................20 Section 9.12 Language of Agreement...................................20
ii COORDINATION AGREEMENT COORDINATION AGREEMENT, dated as of July 31, 1995 (this "Agreement"), between FRANCE TELECOM, an EXPLOITANT PUBLIC formed under the laws of France ("FT"), and DEUTSCHE TELEKOM AG, an AKTIENGESELLSCHAFT formed under the laws of Germany ("DT"). RECITALS -------- WHEREAS, Sprint Corporation, a corporation organized under the laws of the State of Kansas (the "Company"), FT and DT have agreed to form a global Joint Venture to provide telecommunications services as provided in the Joint Venture Agreement dated as of June 22, 1995, among the Company, Sprint Global Venture, Inc., a wholly-owned subsidiary of the Company, FT and DT (the "Joint Venture Agreement"), and to pursue various telecommunications opportunities around the world as further provided therein; and WHEREAS, pursuant to an Investment Agreement, dated as of July 31, 1995, among the Company, FT and DT (the "Investment Agreement"), FT and DT have agreed to purchase from the Company shares of Class A Stock (such and other capitalized terms being used without definition in this Agreement having the meanings set forth in the documents referred to in the Glossary of Terms set forth in APPENDIX A hereto, which is incorporated by reference herein) of the Company, including, in certain cases (subject to satisfaction of certain conditions set forth in the Relevant Documents), Class A Common Stock representing in the aggregate approximately 20% of the outstanding common equity of the Company; and WHEREAS, pursuant to the Investment Agreement: (a) (i) FT, DT and the Company will enter into the Stockholders' Agreement, the Registration Rights Agreement and the Standstill Agreement, (ii) FT and the Company shall enter into the FT Investor Confidentiality Agreement, and (iii) DT and the Company shall enter into the DT Investor Confidentiality Agreement (all such agreements, together with the Investment Agreement, are collectively referred to as the "Investment Documents"); and (b) the Company will duly adopt the Amendment, the Bylaws Amendment and the amendment to the Rights Agreement contemplated in the Investment Agreement (the Articles, Bylaws and Rights Agreement, as so amended, are collectively referred to as the "Corporate Documents" and, together with the Investment Documents, the "Relevant Documents"); and -1- WHEREAS, FT and DT will each hold their shares of Class A Stock separately; and WHEREAS, FT and DT desire to enter into this Agreement to coordinate their activities, and to specify their respective rights and obligations with regard to their investment in the Company; NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, each of the parties hereby agrees as follows: ARTICLE I PRINCIPLES OF COORDINATION -------------------------- Section 1.1 Joint or Coordinated Action. The parties desire to coordinate the exercise of their respective rights and obligations as parties to the Investment Documents and as holders of Class A Stock under the Corporate Documents, and the parties shall make reasonable efforts in good faith to reach consensus on appropriate coordinated action within the necessary time frames. If the parties are unable to reach consensus on coordinated action despite their efforts pursuant to this Section 1.1, the relevant provisions of this Agreement shall apply. Section 1.2 Relative Shareholdings. For so long as the restrictions set forth in Section 7.5(b) of the Stockholders' Agreement (or any successor provision thereto) shall remain in effect, and notwithstanding any other provision hereof to the contrary, no party shall acquire or dispose of shares of Class A Stock or other Voting Securities of the Company if, as a result thereof, the ratio of the Committed Percentage of one party (and its Qualified Subsidiaries) to the Committed Percentage of the other party (and its Qualified Subsidiaries) would be greater than (i) until the Investment Completion Date, 1 to 1, and (ii) thereafter, 3 to 2. Section 1.3 Holdings of Associates. Each party shall make reasonable efforts to ensure that all of the Persons listed on Schedule A to the Investment Agreement (as to FT) or Schedule B to the Investment Agreement (as to DT) shall, in the aggregate, Beneficially Own Voting Securities of the Company representing less than 0.05% of the Voting Power of the Company. In addition, the parties shall consult with each other on a regular basis concerning such other arrangements as they may from time to time deem necessary or reasonably appropriate for the purpose of monitoring and administering the provisions of the Standstill Agreement relating to Voting Securities of the Company Beneficially Owned by such Associates. -2- Section 1.4 No Impairment of Rights. Except with the concurrence of the other party or to the extent otherwise expressly required by this Agreement, no party shall take any action with respect to the subject matter of this Agreement if such action would impair the rights of the other party under this Agreement or any of the Relevant Documents or would impair the ability of the other party to comply with its obligations hereunder or thereunder. Section 1.5 Further Assurances. Each party shall, within any applicable time periods, execute and deliver such additional agreements, documents or other instruments as may be necessary, or as may be reasonably requested by the other party, to give effect to the rights and obligations provided for in this Agreement, to render effective the transactions contemplated hereby, and otherwise to carry out, to the fullest extent possible, the intent and purposes of this Agreement and to enable the parties to achieve the practical benefits intended hereby. ARTICLE II PURCHASES OF CLASS A STOCK -------------------------- Section 2.1 Optional Purchase Rights. (a) If the Relevant Documents permit the parties to acquire shares of Class A Stock of the Company other than pursuant to Sections 2.1 through 2.5, inclusive, of the Investment Agreement (such non-excluded shares being the "Elective Shares"), then each party shall be entitled to purchase (directly from the Company, if appropriate, or otherwise pursuant to arrangements reasonably satisfactory to each party) half of such Elective Shares; provided that, at a time when one party Beneficially Owns fewer Voting Securities of the Company than the other party, the party owning fewer shares shall be entitled (but not obligated) to acquire as many (including all) of such Elective Shares as shall permit it to Beneficially Own the same number of Voting Securities of the Company as the other party after giving effect to the acquisition by both parties (or by such party, as the case may be) of all such Elective Shares. If the Relevant Documents specify a number of Elective Shares each party may purchase individually which is different from that amount determined pursuant to the preceding sentence, then the parties will make such arrangements as are reasonably necessary to enable each party to acquire the number of Elective Shares determined pursuant to the preceding sentence. Such arrangements may include having the party that wants to purchase fewer Elective Shares act as the nominee of the other party. Each party shall make reasonable efforts to purchase all of the Elective Shares which it is entitled to purchase pursuant to the Relevant Documents. -3- (b) Except with respect to purchases made pursuant to Section 7.3 of the Stockholders' Agreement, each party shall, promptly (and, in any event, not later than fifteen days prior to any notification deadline set forth in the Relevant Documents) after becoming aware of its right to do so, notify the other party in writing of the extent to which it intends to purchase from the Company any Elective Shares to which it is entitled. If one party does not elect to purchase all of the Elective Shares to which it is entitled, then the other party may elect to purchase such number as it shall desire to purchase of the Elective Shares which the initial party has indicated it is not interested in purchasing, and the parties will make such arrangements as are reasonably necessary to enable such other party to acquire such Elective Shares. Such arrangements may include having the party that did not want to purchase such Elective Shares act as the nominee of the other party. Section 2.2 Pricing Elections. If, pursuant to Section 3(b)(iii)(x), 3(b)(iii)(y)(3)(A) or 3(b)(iii)(y)(4)(B) of the Class A Provisions, the parties shall be entitled to Fix the Conversion Price of their Class A Preference Stock at the Target Price, the New Target Price or 93.308% of the New Target Price, as the case may be, they shall confer in a timely manner and shall make reasonable efforts to agree on whether or not to exercise such election. If the parties cannot agree on the action to be taken, they shall not exercise such election. Section 2.3 Conversion Elections. (a) If, pursuant to Section 3(a)(iii) of the Class A Provisions, the parties shall be entitled to postpone the conversion of their Class A Preference Stock into Class A Common Stock, they shall confer in a timely manner and shall make reasonable efforts to agree on whether or not to exercise such election. If the parties cannot agree on the action to be taken, they shall notify the Company that they elect to postpone the conversion of their Class A Preference Stock. (b) If, pursuant to Section 3(b)(v) or 7(f)(ii) of the Class A Provisions, the parties shall be entitled to convert their Class A Preference Stock into Class A Common Stock or into Common Stock, as the case may be, they shall confer in a timely manner and shall make reasonable efforts to agree on whether or not to exercise such election. If the parties cannot agree on the action to be taken, they shall not exercise such election. (c) If, pursuant to Section 7(m) of the Class A Provisions, the parties shall be entitled to convert certain shares of their Class A Preference Stock into Common Stock, they shall confer in a timely manner and shall make reasonable efforts to agree on whether or not to exercise such election. If the parties cannot agree on the action to be taken, each party shall be entitled to -4- elect to convert the number of its own such shares as it deems appropriate and all parties shall join in notifying the Company of each such election. Section 2.4 Redemption Election. If, pursuant to Section 7(n) of the Class A Provisions, the parties shall be entitled to request the Company to redeem their Class A Preference Stock, they shall confer in a timely manner and shall make reasonable efforts to agree on whether or not to exercise such election. If the parties cannot agree on the action to be taken, they shall notify the Company that they elect to have the Company redeem their Class A Preference Stock. Section 2.5 Qualified Stock Purchasers. If at any time the parties are permitted pursuant to the Relevant Documents to assign their rights to purchase shares to a Qualified Stock Purchaser, then the parties shall confer promptly to decide whether to assign such rights, and shall make reasonable efforts to agree on a single Qualified Stock Purchaser to act jointly for both of them. If the parties cannot agree on such a single Qualified Stock Purchaser or on any of the material terms relating thereto, they may each proceed independently. ARTICLE III PURCHASES OF COMMON STOCK ------------------------- Section 3.1 Applicability. Until the Minimum Holding Termination Date, all purchases of Common Stock by the parties from a Person other than the Company shall be made only as provided in this Article III. The term "Minimum Holding Termination Date" shall mean the earliest of (i) the date on which the Transfer Restrictions are terminated pursuant to Section 2.6 of the Stockholders' Agreement, (ii) the date on which all of the Class A Stock converts to Common Stock of the Company, and (iii) the tenth anniversary of the Initial Issuance Date. Section 3.2 Purchase Allocations. (a) If the Relevant Documents permit the parties to acquire shares of Common Stock or other Voting Securities of the Company (other than Class A Stock), then each party shall be entitled to purchase half of such shares or Voting Securities; provided that, at a time when one party Beneficially Owns fewer Voting Securities of the Company than the other party, then the party owning fewer shares shall, notwithstanding anything in this Agreement or in any Relevant Document, be entitled (but not obligated) to acquire as many (including all) of such additional shares as shall permit it to Beneficially Own the same number of Voting Securities of the Company as the other party after giving effect to the acquisition by both parties (or by such party, as the case may be) of all -5- such additional shares. If the Relevant Documents specify a number of shares of Common Stock or other Voting Securities of the Company (other than Class A Stock) that each party may purchase individually which is different from that number of such shares determined pursuant to the preceding sentence, then the parties will make such arrangements as are reasonably necessary to enable each party to acquire the number of such shares determined pursuant to the preceding sentence. Such arrangements may include having the party that wants to purchase fewer such shares act as the nominee of the other party. (b) Promptly (and, in any event, not later than fifteen days prior to any notification deadline set forth in the Relevant Documents) after becoming aware of its right to do so, each party shall notify the other party in writing of the extent to which it intends to purchase shares of Common Stock in accordance herewith and with the Relevant Documents. If one party elects to purchase less than all (including none) of the Common Stock to which it is entitled, then the other party may elect to purchase all or any number of the shares of Common Stock which the initial party has indicated it is not interested in purchasing. The parties shall promptly agree upon a period (the "Market Purchase Period") within which they plan to purchase the shares of Common Stock they each have agreed to purchase (the "Market Shares"). Section 3.3 Coordination of Market Purchases. The parties shall establish a purchasing strategy with respect to all purchases of Market Shares designed to minimize the market impact of such purchases. To the greatest extent possible, the parties shall purchase Market Shares jointly in the same transactions and/or through the same brokers, with the number of shares purchased allocated pro rata in accordance with the allocation of Market Shares agreed to pursuant to Section 3.2. ARTICLE IV GOVERNANCE PROVISIONS --------------------- Section 4.1 Voting of Securities. (a) Promptly following notice from the Company that the holders of the Class A Stock may vote on or take any Class A Action with respect to any issue unrelated to the election of Class A Directors, the parties shall confer in good faith to come to a common position on how to vote on or take such Class A Action with respect to such issue. Each party shall, mindful of its obligation pursuant to Section 7.5(b) of the Stockholders' Agreement, make reasonable efforts to accommodate, to the greatest extent practicable and in a manner reasonably satisfactory to each party, the position of the other party. In the exceptional circumstance that, notwithstanding the foregoing and after consultation at the highest levels, the parties are unable to agree upon a common position on such issue, -6- the parties shall abstain from voting on such issue or shall abstain from taking such Class A Action with respect to such issue, as the case may be. (b) Following the conversion of all of the Class A Stock into shares of Common Stock of the Company, each party shall, if so requested by the other party (i) confer in good faith concerning any issue upon which the Common Stock shall be entitled to vote, and (ii) make reasonable efforts to come to a common position if possible on how to vote with respect to such issue. (c) Each party shall cause its Qualified Subsidiaries to vote the shares of Class A Stock held by them in accordance with any agreement reached with respect thereto pursuant to this Section 4.1. Section 4.2 Mutual Support of Board Nominees. The parties shall confer to ensure that each of their candidates to the Company's board of directors is chosen from substantially equivalent levels of management within their respective organizations. A party may nominate a board candidate from outside such party's organization only with the consent of the other party. In any election of Class A Directors by the Class A Holders, each party shall vote its shares of Class A Stock in support of the candidate or candidates nominated by the other party. Section 4.3 Number of Directors. Except as otherwise provided in this Section 4.3, each of the parties shall be entitled to nominate to the board of directors of the Company one-half of the total number of Class A Directors that the holders of Class A Stock have the right to elect. If the number of Class A Directors is an odd number, then the right to appoint the remaining director shall rotate between the parties from year to year, with the appointment right in the first year determined by lot. Section 4.4 Committee Representation. Each party shall be entitled to designate one-half of the number of Class A Directors that the holders of Class A Stock are entitled or permitted to nominate to the Executive Committee and each other committee of the board of directors of the Company; provided that, if the holders of Class A Stock are entitled to nominate only one or any other odd number of directors to a committee, then the right to designate the sole or odd- numbered director shall alternate in a manner reasonably agreed to by the parties. Section 4.5 Replacement of Directors. At the request of one party, the other party shall vote its shares of Class A Stock to remove the director or directors nominated by such requesting -7- party, and shall vote its shares of Class A Stock to elect or appoint as directors any replacements therefor nominated or designated by such requesting party. Section 4.6 Stockholder Matters. Except as provided in the following sentence, each of the parties shall attend all meetings of the stockholders of the Company either in person (through an authorized officer, employee or agent of such party) or by proxy. If either party wishes not to attend any such meeting in person, it shall notify the other party in writing in advance thereof and shall grant such proxy to the other party (or to its officers, employees or agents who will be acting for such other party) if such other party so requests. Nothing in this Section 4.6 shall be construed as limiting the manner in which any party may vote on any matter, whether in person, by written consent or by proxy. Section 4.7 Actions with Respect to Obligations of the Company. (a) Waivers or Consents. Each party shall promptly notify the other in writing of its receipt of any request from the Company for a waiver of a requirement that the Company perform any of its obligations under the Relevant Documents or for a consent (other than any consent of the nature referred to in Section 4.1(a)) to any action to be taken by the Company. If the parties cannot agree on whether to grant such waiver or consent, as the case may be, such waiver or consent shall not be granted; provided that either party may grant such a waiver or consent if such waiver or consent (i) relates to any action, omission or set of facts or circumstances solely affecting such party, and (ii) would not impair in any manner the rights of the other party under, or impair in any manner the ability of the other party to comply with its obligations under, this Agreement or the Relevant Documents. (b) Declarations of Breach or Default. Each party shall confer promptly with the other if it is concerned that the Company (or any related party) may have breached of any of its (or such related party's) obligations under the Relevant Documents. If, after such consultations, the parties cannot agree on whether to declare formally that such a breach constitutes a default under the Relevant Documents, such declaration shall not be made; provided that (i) either party may make such a declaration if such declaration (x) relates to any action, omission or set of facts or circumstances solely affecting such party, and (y) would not impair in any manner the rights of the other party under, or impair in any manner the ability of the other party to comply with its obligations under, this Agreement or the Relevant Documents, and (ii) nothing in this clause -8- (b) shall estop or otherwise limit the ability of a party to assert by way of defense or counterclaim that such a breach or default has occurred. ARTICLE V LONG DISTANCE ASSETS -------------------- Section 5.1 Sale of Long Distance Assets. (a) If the parties receive an LD Sale Notice from the Company pursuant to Section 3.1(c) of the Stockholders' Agreement, each party shall be entitled to purchase a 50% undivided interest in the Specified Long Distance Assets subject to such LD Sale Notice. Each party shall make reasonable efforts to exercise its rights to purchase Specified Long Distance Assets pursuant to the Relevant Documents. (b) Within thirty days of its receipt of an LD Sale Notice, each party shall notify the other party in writing of the amount, if any, of the undivided interest in such Specified Long Distance Assets such party is willing to purchase. If one party elects not to purchase the entire undivided interest to which it is entitled in such Specified Long Distance Assets, then the other party may purchase all or any portion of the undivided interest therein which the first party has elected not to purchase. (c) If, after giving effect to the foregoing, the parties have elected between them to purchase less than all of the Specified Long Distance Assets, then the parties shall promptly notify the Company in writing that they shall not purchase such Specified Long Distance Assets. If, after giving effect to the foregoing, the parties have elected (or if one party, in accordance with the foregoing, has elected) to purchase all of such Specified Long Distance Assets, the parties shall so notify the Company in writing and shall take all actions necessary to purchase such Specified Long Distance Assets from the Company. Such actions shall, to the extent necessary or reasonably appropriate, be performed by each party (whether or not such party is an acquiring party) and shall include the execution and delivery of such assignments, instruments of transfer and other instruments as are necessary or reasonably appropriate for the acquisition of such Specified Long Distance Assets. Each party shall be responsible for its share (based upon the undivided interest such party has agreed to purchase) of all costs relating to such purchase. Section 5.2 Qualified LD Purchasers. (a) If the parties are at any time permitted to assign their right to purchase Specified Long Distance Assets described in an LD Sale Notice to a Qualified LD Purchaser, they shall make reasonable efforts to agree upon a single Qualified LD Purchaser within the LD Option -9- Period described in Section 3.1(d) of the Stockholders' Agreement. If the parties shall have selected a single prospective Qualified LD Purchaser to act for them, they shall notify the Company of their selection. (b) If the parties cannot agree upon a single Qualified LD Purchaser or upon any of the material terms relating thereto, then each party may select a Qualified LD Purchaser to act for it alone; provided that it has first consulted with the other party and has made reasonable efforts to select a Qualified LD Purchaser to act for it reasonably acceptable to such other party. If each of the parties shall have selected a prospective Qualified LD Purchaser to act for it in accordance with the foregoing sentence, they shall notify the Company of their selections. (c) If, after giving effect to the foregoing, the parties are unable to select a single Qualified LD Purchaser to act for them collectively, or are unable to select Qualified LD Purchasers to act for them individually, the parties shall notify the Company of their election not to purchase the Specified Long Distance Assets described in the LD Sale Notice referred to above. Section 5.3 Lien Foreclosures. The provisions of this Article V shall apply, mutatis mutandis, to the parties' exercise of any right to purchase set forth in Section 3.1(b) of the Stockholders' Agreement arising out of the foreclosure or other execution upon Long Distance Assets encumbered by a Lien of the nature referred to in such Section 3.1(b). ARTICLE VI SALES OF SHARES --------------- Section 6.1 Right of First Offer. If either party (the "Selling Party") proposes at any time to Transfer shares of Class A Stock (or shares of Common Stock into which shares of Class A Stock have been converted pursuant to the Articles), other than to one of its Qualified Subsidiaries or to the other party or one of the other party's Qualified Subsidiaries, the Selling Party shall deliver a written notice (the "Offer Notice") to the other party (the "Offeree Party") setting forth in reasonable detail (i) the number of shares proposed to be Transferred, (ii) the price per share at which such shares are proposed to be Transferred, and (iii) any other terms and conditions of such offer which are material. If, within thirty days of its receipt of an Offer Notice, the Offeree Party has notified the Selling Party of its acceptance thereof, then the Offeree Party shall be obligated to purchase, and the Selling Party shall be obligated to sell, all (but not less than all) of the shares offered -10- pursuant to the Offer Notice (or, if less, the maximum number of shares permitted to be acquired under Section 1.2 hereof) on the terms and conditions set forth therein (subject, however, to receipt of any required material Governmental Approvals or Third Party Approvals, compliance with Applicable Law, and the absence of any injunction or similar legal order prohibiting such Transfer). If the Offeree Party's purchase of such shares has not been consummated within 180 days of the date of the Offer Notice relating thereto, the Selling Party shall be entitled to Transfer such shares to any other Person on terms no more favorable than those set forth in such Offer Notice. Section 6.2 Sales of Shares to the Company. If the parties shall be obligated to sell shares of Class A Stock to the Company pursuant to the Relevant Documents, they shall confer promptly to decide upon all requisite terms upon which such sale is to be consummated that may need to be decided by them. If the parties shall have the right to sell shares of Class A Stock to the Company pursuant to the Relevant Documents and the Relevant Documents do not expressly state the number of shares each party may sell to the Company or do not expressly state some other material term or condition of such sale, the parties shall confer promptly to decide whether to sell such shares to the Company and/or to decide upon all requisite additional terms upon which such sale is to be consummated. If the parties are unable to agree on the terms upon which to exercise a right to sell shares to the Company, then they shall notify the Company in writing of their decision not exercise such right. Section 6.3 Coordination of Market Sales. With respect to all sales by the parties of Voting Securities of the Company not otherwise covered hereby, the parties shall make reasonable efforts to agree upon a selling strategy with respect to such sales designed to minimize the market impact of such sales. Section 6.4 Registration Rights. Prior to exercising any demand registration right pursuant to the Registration Rights Agreement, the parties shall make reasonable efforts to agree on whether to exercise such right together and, if so, on the timing and the other material terms thereof (including, if applicable, the selection of a managing or lead underwriter or underwriters therefor). If either party does not desire to exercise such a demand registration right at such time and only three or fewer such demands remain under the Registration Rights Agreement, then the other party may proceed only with the consent of the former (which consent shall not be unreasonably delayed or withheld). With respect to each demand registration in which both parties are participating, the parties shall request the Company to register a number of shares equal to the sum of the number of shares each party wishes to register, and any scale-backs or other reductions in the number of shares registered shall be -11- allocated between the parties pro rata in accordance with their initial requests. Each party may exercise all incidental registration rights pursuant to the Registration Rights Agreement independently of the other party. ARTICLE VII CHANGE OF CONTROL OF THE COMPANY -------------------------------- Section 7.1 Joint Action. If the parties shall have the right under the Relevant Documents to propose any transaction having the goal of obtaining Control of the Company (a "Control Proposal"), they shall confer promptly to decide whether (and, if applicable, how) to make such Control Proposal. If both parties desire to make a Control Proposal, then they must act jointly or not at all. If one party (the "Bidding Party") desires to make a Control Proposal and the other party does not, then Bidding Party may proceed only with the consent of the other party. Section 7.2 Competing Proposals. Each party hereby agrees, except as their fiduciary or other statutory duties may otherwise require, not to Transfer its shares of Class A Stock (or of any Common Stock into which such shares may be converted pursuant to the Articles) to a Person making a Control Proposal in competition with any Control Proposal being made by the Bidding Party in conformity with Section 7.1. ARTICLE VIII INDEMNIFICATION --------------- Section 8.1 Indemnification. Each party (in such capacity, the "Indemnifying Party") hereby indemnifies, and holds the other party (the "Indemnified Party") harmless from and against, any and all losses, liabilities, damages, obligations, deficiencies, payments, costs and expenses (including without limitation the costs and expenses of any and all actions, suits, proceedings, demands, assessments, judgments, settlements, and compromises relating thereto and reasonable attorneys' fees and expenses of investigation in connection therewith), but excluding indirect, incidental and consequential damages, damages relating to lost business opportunities and indirect or intangible losses) (each such non-excluded item an "Indemnifiable Loss") suffered by the Indemnified Party arising out of, or due to, directly or indirectly: (a) any breach of any covenant or agreement to be performed by the Indemnifying Party under this Agreement; (b) any breach of any covenant or agreement to be performed by the Indemnifying Party (whether to be performed -12- alone or jointly with the Indemnified Party) in favor of the Company or any other Person under any of the Relevant Documents; or (c) any inaccuracy or other breach of any representation or warranty made by the Indemnifying Party in favor of the Company or any other Person under any of the Relevant Documents. Section 8.2 Additional Provisions. The parties shall cooperate in good faith regarding the defense, settlement and compromise of any third party claims and the retention of legal counsel with respect thereto. Any claim with respect to an Indemnifiable Loss made pursuant hereto shall be asserted in writing by the Indemnified Party to the Indemnifying Party within 30 days of the Indemnified Party's discovery of such Indemnifiable Loss. Except as provided in Section 9.8(c), this Article VIII shall be the sole and exclusive remedy of the parties with respect to any matter covered by Section 8.1. In addition, the dispute resolution procedures referred to in Section 9.8(b) shall be the sole and exclusive means for resolving any dispute between the parties with respect to any matter covered by Section 8.1. ARTICLE IX MISCELLANEOUS ------------- Section 9.1 Termination. (a) This Agreement shall terminate and be of no further force and effect on the date of the termination of the Investment Agreement, in the event that the Investment Agreement is terminated in accordance with Section 10.1 thereof prior to the occurrence of the First Closing thereunder. (b) In addition, after the First Closing under the Investment Agreement, this Agreement shall terminate and be of no further force and effect on the date on which neither of the parties shall own any shares of Class A Stock; provided that: (i) the provisions of Sections 4.2 through 4.6, inclusive, shall survive until the date, if later, on which the parties shall have permanently lost their rights to be represented on the Company's Board of Directors pursuant to ARTICLE FIFTH of the Articles; (ii) the provisions of Sections 4.1(b), 6.1, 6.3 and 6.4 shall survive until the date, if later, which is the earlier of (x) the date on which the Registration Rights Agreement terminates in accordance with its terms and (y) -13- the date on which only one of the parties hereto owns any Voting Securities of the Company; and (iii) any right or remedy of a party under this Agreement arising during or relating to periods prior to such termination, including pursuant to Article VIII, shall survive such termination. Section 9.2 Notices. All notices and other communications required or permitted by this Agreement shall be made in writing, and any such notice or communication shall be deemed delivered when delivered in person (including by courier), transmitted by telex or facsimile, or seven days after it has been sent by air mail, as follows: If to FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Executive Vice President - International Tel: (33-1) 4444-1994 Fax: (33-1) 4654-5369 with a copy to: Debevoise & Plimpton 875 Third Avenue New York, New York 10022 U.S.A. Attn: Louis Begley, Esq. Tel: (212) 909-6273 Fax: (212) 909-6836 If to DT: Friederich-Ebert-Allee 140 D-53113 Bonn Germany Attn: Chief Executive Officer Tel: (49-228) 181-9000 Fax: (49-228) 181-8970 -14- with a copy to: Mayer, Brown & Platt 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006 U.S.A. Attn: Werner Hein, Esq. Tel: (202) 778-0726 Fax: (202) 861-0473 The parties to this Agreement shall promptly notify each other in the manner provided in this Section 9.2 of any change in their respective addresses; provided that a notice of change of address shall not be deemed to have been given until actually received by the addressee. Communications by telex or facsimile also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 9.3 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, each party. 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 9.4 No Partnership. This Agreement is not intended, nor should anything herein be construed, to create the relationship of partners, principal and agent, employer and employee, or other fiduciary relationship between the parties or among the parties and the Company. Section 9.5 Binding Agreement; Transfers; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Except as set forth herein and by operation of law, no party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of each other party to this Agreement. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof, other than with respect to Qualified Subsidiaries pursuant to Section 9.7. Section 9.6 No Assignment of Certain Purchase Rights. No party shall, without the prior written consent of the other party, assign (other than to its Qualified Subsidiaries or any Qualified Stock Purchaser or Qualified LD Purchaser, as the case -15- may be) any right held by it to purchase shares of Class A Stock or other Voting Securities of the Company or any right held by it to purchase Specified Long Distance Assets. Section 9.7 Qualified Subsidiaries. Each party shall cause its Qualified Subsidiaries to take such action as may be required to ensure such party's compliance herewith and with the Relevant Documents. To the extent permitted by the Relevant Documents, each party may assign to any of its Qualified Subsidiaries any right of such party pursuant to the Relevant Documents to acquire or dispose of Class A Stock or other Voting Securities of the Company or Specified Long Distance Assets; provided that such Qualified Subsidiary shall have executed and delivered an assumption agreement in form and substance reasonably satisfactory to the other party pursuant to which such Qualified Subsidiary shall be bound by the terms of this Agreement; and provided, further, that, notwithstanding the foregoing, the assigning party shall remain liable for the full and timely performance of all of its obligations hereunder. Each party agrees to act as agent for each of its Qualified Subsidiaries in connection with the receipt or giving of any and all notices or approvals under this Agreement and the Relevant Documents. Section 9.8 Governing Law; Dispute Resolution; Equitable Relief. (a) Governing Law. 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) Dispute Resolution. All disputes under and all disagreements as to the interpretation and effect of this Agreement shall be subject to the exclusive remedy of arbitration. For purposes hereof, the procedures set forth in Article 21 of the Joint Venture Agreement shall apply, mutatis mutandis. (c) Equitable Relief. Each party agrees that money damages would not be a sufficient remedy for the other parties hereto for any breach of this Agreement by it, and that in addition to all other remedies that may be available to the arbitral tribunal, the arbitral tribunal may order specific performance and injunctive or other equitable relief as a remedy for any such breach. Each party agrees not to oppose the granting of such relief, and to waive any requirement for the securing or posting of any bond in connection with such remedy. Section 9.9 Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will -16- not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. Section 9.10 Headings; Counterparts. The headings in this Agreement are for convenience of reference only and will not affect the construction of any provision hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 9.11 Entire Agreement. This Agreement, together with the agreements and instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Section 9.12 Language of Agreement. The parties have negotiated and drafted this Agreement and the Memorandum of Understanding, dated June 14, 1994, among each of the parties hereto and the Company, in the English language, and have prepared successive drafts and the definitive texts of such Memorandum of Understanding and this Agreement in the English language. For purposes of complying with the loi n 94-665 du aout 1994 relative a l'emploi de la langue francaise, the parties have prepared a French version of the Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The parties deem the French and English versions of this Agreement to be equally authoritative. -17- IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. FRANCE TELECOM By: /s M. Charles Rozmaryn ---------------------------- Name: Title: DEUTSCHE TELEKOM AG By: /s Dr. Ron Sommer ---------------------------- Name: Title: -18- APPENDIX A GLOSSARY OF TERMS Term Where Defined - ---- ------------- Affiliate Stockholders' Agreement Agreement Preamble to this Agreement Amendment Investment Agreement Applicable Law Stockholders' Agreement Articles Stockholders' Agreement Beneficially Own Stockholders' Agreement Bidding Party Section 7.1 of this Agreement Bylaws Stockholders' Agreement Bylaws Amendment Investment Agreement Class A Action Stockholders' Agreement Class A Common Stock Investment Agreement Class A Directors Articles Class A Preference Stock Investment Agreement Class A Provisions Articles Class A Stock Second Recital to this Agreement Committed Percentage Stockholders' Agreement Common Stock Articles Company First Recital to this Agreement Conversion Price Articles Control Proposal Section 7.1 of this Agreement A-1 Corporate Documents Third Recital to this Agreement DT Preamble to the Agreement Elective Shares Section 2.1 of this Agreement Fix Articles FT Preamble to this Agreement Government Approvals Stockholders' Agreement Indemnifiable Loss Section 8.1 of this Agreement Indemnified Party Section 8.1 of this Agreement Indemnifying Party Section 8.1 of this Agreement Initial Issuance Date Investment Agreement Investment Agreement Second Recital to this Agreement Investment Completion Date Investment Agreement Investment Documents Third Recital to this Agreement Investor Confidentiality Agreement Stockholders' Agreement Joint Venture Joint Venture Agreement Joint Venture Agreement First Recital to this Agreement LD Option Period Stockholders' Agreement LD Sale Notice Stockholders' Agreement Market Purchase Period Section 3.2(b) of this Agreement Market Shares Section 3.3 of this Agreement A-2 Minimum Holding Termination Date Section 3.1 of this Agreement Offer Notice Section 6.1 of this Agreement Offeree Party Section 6.1 of this Agreement Person Stockholders' Agreement Qualified LD Purchaser Stockholders' Agreement Qualified Stock Purchaser Stockholders' Agreement Qualified Subsidiary Stockholders' Agreement Registration Rights Agreement Stockholders' Agreement Relevant Documents Third Recital to this Agreement Rights Agreement Stockholders' Agreement Selling Party Section 6.1 of this Agreement Specified Long Distance Assets Stockholders' Agreement Standstill Agreement Stockholders' Agreement Stockholders' Agreement Articles Subsequent Issuance Date Investment Agreement Third Party Approvals Stockholders' Agreement Transfer Stockholders' Agreement Transfer Restrictions Stockholders' Agreement Voting Power Standstill Agreement Voting Securities Stockholders' Agreement A-3 EX-99.6 7 JOINT VENTURE AGREEMENT EXHIBIT 6 - -------------------------------------------------------------------------------- JOINT VENTURE AGREEMENT DATED AS OF JUNE 22, 1995 AMONG SPRINT CORPORATION, SPRINT GLOBAL VENTURE, INC., FRANCE TELECOM AND DEUTSCHE TELEKOM AG - -------------------------------------------------------------------------------- TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS AND CONSTRUCTION....................... 2 Section 1.1. Certain Definitions......................... 2 Section 1.2. Additional Definitions...................... 28 Section 1.3. Interpretation and Construction of this Agreement................................... 30 ARTICLE 2. THE JOINT VENTURE.................................. 31 Section 2.1. Purpose and Scope........................... 31 Section 2.2. Structure of the Joint Venture.............. 32 ARTICLE 3. THE GLOBAL VENTURE BOARD, THE GLOBAL VENTURE COMMITTEE AND THE GLOBAL VENTURE OFFICE............ 33 Section 3.1. Composition and Responsibilities of the Global Venture Board........................ 33 Section 3.2. Responsibility for Global and Regional Functions................................... 36 Section 3.3. Global Staff................................ 36 Section 3.4. Delegation of Authority by the Global Venture Board............................... 36 Section 3.5. Formation of Regional Networks.............. 36 Section 3.6. Composition and Responsibilities of the Global Venture Committee.................... 37 Section 3.7. Composition and Responsibilities of the Global Venture Office....................... 38 Section 3.8. Senior Strategic Planning Officer........... 38 Section 3.9. Expenses of Global Venture Board, Global Venture Committee and Global Venture Office, Etc................................. 38 Section 3.10 General Governance Provisions............... 38 ARTICLE 4. THE ROW GROUP...................................... 39 Section 4.1. Purpose and Scope of the ROW Group.......... 39 Section 4.2. Formation of the ROW Parent Entity.......... 40 Section 4.3. Composition of the ROW Board................ 41 Section 4.4. Actions Requiring Unanimous Vote............ 41 Section 4.5. ROW Officers................................ 43 Section 4.6. Other ROW Entities.......................... 43 ARTICLE 5. THE ROE GROUP...................................... 44 Section 5.1. Purpose and Scope of the ROE Group.......... 44 Section 5.2. Formation of the ROE Parent Entity.......... 45 Section 5.3. Composition of the ROE Board................ 45 Section 5.4. Actions Requiring Unanimous Vote............ 46 Section 5.5. ROE Officers................................ 47 Section 5.6. Other ROE Entities.......................... 48 ARTICLE 6. THE GLOBAL BACKBONE NETWORK........................ 48 Section 6.1. Purpose and Scope of the GBN Group.......... 48 Section 6.2. Formation of the GBN Parent Entity.......... 49 Section 6.3. Composition of the GBN Board................ 50
Section 6.4. Actions Requiring Unanimous Vote............ 50 Section 6.5. GBN Officers................................ 52 Section 6.6. Other GBN Entities.......................... 52 ARTICLE 7. GOVERNANCE PROVISIONS.............................. 53 Section 7.1. Meetings; Quorum; Notice.................... 53 Section 7.2. Removal; Resignation; Vacancies............. 55 Section 7.3. No Remuneration............................. 55 ARTICLE 8. SPECIAL MATTERS, PLAN ACTIONS AND DEADLOCKS........ 56 Section 8.1. GBN Special Matters......................... 56 Section 8.2. NAFTA Plan Actions.......................... 57 Section 8.3. ROE Plan Actions............................ 60 Section 8.4. Closing of Purchase of Project.............. 63 Section 8.5. Deadlocks................................... 65 Section 8.6. No Impasse Period........................... 70 ARTICLE 9. HOME COUNTRY ACTIVITIES............................ 71 Section 9.1. General..................................... 71 Section 9.2. Conformity to Venture Policies.............. 71 ARTICLE 10. OTHER ACTIVITIES BY THE PARTIES AND THE JOINT VENTURE........................................... 71 Section 10.1. In General................................. 71 Section 10.2. Non-Competition Obligations................ 71 Section 10.3. National Operations; Public Telephone Operators........................ 73 Section 10.4 Non-Competition Exceptions................. 75 Section 10.5 Review of Excluded Businesses.............. 80 Section 10.6 Passive Sales; Customer Preferences, Etc... 81 Section 10.7 Home Country Activities.................... 82 ARTICLE 11. CONTRIBUTIONS TO JV ENTITIES; ASSUMED LIABILITIES....................................... 82 Section 11.1. Initial Capital Contributions; Assumed Liabilities................................ 82 Section 11.2. Contributions of Venture Interests to Sprint Sub and Atlas....................... 83 Section 11.3. Additional Capital of the Venture.......... 83 Section 11.4 Failure to Make Additional Capital Contributions.............................. 84 ARTICLE 12. CLOSING........................................... 86 Section 12.1. Closing.................................... 86 Section 12.2. Termination Prior to Closing............... 87 ARTICLE 13. CONDITIONS TO CLOSING............................. 88 Section 13.1. Conditions to Each Party's Obligations..... 88 Section 13.2. Conditions to the Obligations of Sprint and Sprint Sub............................. 92 Section 13.3. Conditions to the Obligations of FT and DT......................................... 93 ARTICLE 14. REPRESENTATIONS AND WARRANTIES................... 94 Section 14.1. Representations and Warranties of Sprint and Sprint Sub............................. 94 Section 14.2. Representations and Warranties of FT....... 96
Section 14.3. Representations and Warranties of DT....... 100 Section 14.4. Representations and Warranties of FT and DT With Respect To Atlas................... 103 Section 14.5. Affiliates................................. 105 ARTICLE 15. COVENANTS......................................... 105 Section 15.1. Conduct of Business........................ 105 Section 15.2. Cooperation; Compliance with Laws.......... 106 Section 15.3. Access..................................... 106 Section 15.4. Financial Information...................... 107 Section 15.5. Books and Records.......................... 107 Section 15.6. No Solicitation............................ 107 Section 15.7. Further Assurances......................... 108 Section 15.8. JV Entity Default.......................... 108 Section 15.9. Indemnification............................ 108 Section 15.10. Claims on Behalf of JV Entities........... 112 Section 15.11. Sales by FT or DT to a Major Competitor of Sprint...................... 112 Section 15.12. Covenants of FT and DT Regarding Atlas..................................... 113 Section 15.13. Covenants of Sprint, FT and DT Regarding Ownership of Venture Interests................................. 116 Section 15.14. Commitment of Sprint, FT and DT to the Joint Venture......................... 117 Section 15.15. Effect of Applicable Law.................. 118 Section 15.16. Ownership of Equity Interests in Sprint, FT and DT......................... 118 Section 15.17. Employee Matters Agreement................ 118 Section 15.18. Transfer Agreements....................... 118 Section 15.19. Intellectual Property Agreements.......... 118 Section 15.20. Miscellaneous Services Agreement.......... 119 Section 15.21. Equipment Housing and Facilities Management Agreement...................... 119 Section 15.22. Facilities and Equipment Lease Agreement.. 119 Section 15.23. Global Backbone Network Services Agreement................................. 119 Section 15.24. Operating Entities Services Agreement..... 119 Section 15.25. Route Management Agreement................ 119 Section 15.26. X.75 Interconnect Management Agreement.... 120 Section 15.27. GBN Shareholders Agreement................ 120 Section 15.28. ROW Shareholders Agreement................ 120 Section 15.29. ROE Shareholders Agreement................ 120 Section 15.30. Constituent Documents..................... 120 Section 15.31. Joint Venture Confidentiality Agreement... 120 Section 15.32. Atlas/ROE Services Agreement.............. 120 Section 15.33. Tax Matters Agreement..................... 120 Section 15.34. Plan Action/Special Matter Accounting Principles..................... 121 Section 15.35. Governmental Approval for Pre-Closing Activities.................... 121 Section 15.36. Delayed Delivery of Schedules and Review Period......................... 121
Section 15.37. Funding Principles........................ 122 Section 15.38. Approval of Sprint Continuing Directors... 122 ARTICLE 16. CERTAIN OPERATIONAL MATTERS....................... 123 Section 16.1. Strategic and Business Plans............... 123 Section 16.2. Accounting Matters......................... 125 Section 16.3. Export Control Laws........................ 126 Section 16.4. Notification of Certain Matters............ 126 Section 16.5. Currency................................... 126 Section 16.6. Compliance with Laws....................... 127 Section 16.7. Employees of the Joint Venture............. 127 Section 16.8. Affiliation Procedures..................... 127 ARTICLE 17. CHANGE OF CONTROL; MAJOR COMPETITOR............... 129 Section 17.1. Sprint Change of Control................... 129 Section 17.2. Sprint Offer Right......................... 129 Section 17.3. Sprint Put Right........................... 130 Section 17.4. Sprint Transaction With Major Competitor of FT/DT................................... 130 Section 17.5. Atlas Transaction With Major Competitor of Sprint.................................. 131 Section 17.6. Effect of Failure to Obtain Governmental Approvals.................................. 131 Section 17.7. Closing of Purchase of Venture Interests... 131 Section 17.8. Determination of Appraised Value........... 132 ARTICLE 18. TIE-BREAKING VOTE................................. 133 Section 18.1. Tie-Breaking Vote.......................... 133 Section 18.2. GBN Special Matters, NAFTA Plan Actions and ROE Plan Actions....................... 136 ARTICLE 19. TRANSFERS OF VENTURE INTERESTS.................... 136 Section 19.1. Transfer Prohibitions...................... 136 Section 19.2. Permitted Transfers........................ 136 Section 19.3. Transfers Subject to Right of First Refusal.................................... 137 ARTICLE 20. TERM AND TERMINATION; DEFAULT..................... 140 Section 20.1. Term of JV Entities........................ 140 Section 20.2. Tie-Breaking Vote Upon Certain Defaults, Etc........................................ 140 Section 20.3. Termination of Joint Venture............... 143 Section 20.4. Termination Notice......................... 144 Section 20.5. Termination Upon Default, Etc.............. 144 Section 20.6. Termination Upon Regulatory Action, Impasse or Mutual Consent.................. 147 Section 20.7. Buy/Sell Arrangements...................... 147 Section 20.8. Closing.................................... 149 Section 20.9. Waiver of Right to Terminate.............. 149 Section 20.10. Assignment of Rights...................... 149 Section 20.11. Special Put Rights........................ 150 ARTICLE 21. ARBITRATION....................................... 152 Section 21.1. Agreement to Arbitrate..................... 152 Section 21.2. Joinder; Intervention; Cross Claims........ 154 Section 21.3. Effect of Joinder and Intervention......... 155 Section 21.4. Selection of Arbitrators................... 155
Section 21.5. Arbitration Proceedings.................... 156 Section 21.6. Decision of the Arbitrators................ 157 Section 21.7. Injunctive Relief.......................... 158 Section 21.8. Other Section 21.1 Agreements.............. 158 ARTICLE 22. POST-TERMINATION PROVISIONS....................... 159 Section 22.1. Consequences of Termination................ 159 Section 22.2. Transition Plan............................ 159 ARTICLE 23. MISCELLANEOUS..................................... 159 Section 23.1. Notices.................................... 159 Section 23.2. Applicable Law............................. 161 Section 23.3. Severability............................... 161 Section 23.4. Amendments................................. 162 Section 23.5. Waiver..................................... 162 Section 23.6. Counterparts............................... 162 Section 23.7. Entire Agreement........................... 162 Section 23.8. No Assignment.............................. 162 Section 23.9. Expenses................................... 162 Section 23.10. No Third-Party Beneficiaries.............. 163 Section 23.11. Publicity................................. 163 Section 23.12. Construction.............................. 163 Section 23.13. Disclaimer of Agency...................... 163 Section 23.14. Waiver of Immunity........................ 163 Section 23.15. Language.................................. 164 Section 23.16. Effect of Force Majeure Event............. 164 Section 23.17. Relationship of the Parties............... 164 Section 23.18. Interest.................................. 165 Section 23.19. Fiduciary Duties.......................... 165
SCHEDULES --------- Schedule 1.1(a) - Calculation of Applicable LIBOR Rate Schedule 1.1(b) - Initially Excluded Businesses Schedule 1.1(c) - JV Services Schedule 1.1(d) - Major Competitors of Sprint For Purposes of Sections 13.2(g) and 15.11 Schedule 1.1(e) - ROE Territory Schedule 2.1(c) - Non-Exclusive Services Schedule 3.2 - Allocation of Global Functions Schedule 10.4(o) - Eunetcom Customer Contracts Schedule 11.1(a) - Contributed Assets Schedule 13.1(a)(viii) - Governmental Approvals Relating to Atlas Schedule 13.2(f)(i) - FT Joint Venture Opinions Schedule 13.2(f)(ii) - DT Joint Venture Opinions Schedule 13.2(f)(iii) - Atlas Joint Venture Opinions Schedule 13.3(f)(i) - Sprint Joint Venture Opinions Schedule 13.3(f)(ii) - Sprint Sub Joint Venture Opinions Schedule 14.1(c) - Sprint Governmental Approvals Schedule 14.1(e) - Litigation Involving Sprint and Sprint Sub Schedule 14.2(a)(iii) - FT Governmental Approvals Schedule 14.2(a)(v) - Litigation Involving FT Schedule 14.2(b)(ii) - FT Governmental Approvals Relating to Atlas Schedule 14.3(a)(iii) - DT Governmental Approvals Schedule 14.3(a)(v) - Litigation Involving DT Schedule 14.3(b)(ii) - DT Governmental Approvals Relating to Atlas Schedule 14.4(c) - Atlas Governmental Approvals Schedule 14.4(e) - Litigation Involving Atlas EXHIBITS -------- Exhibit 15.18 - Term Sheet for Master Transfer Agreement Exhibit 15.19 - Term Sheets for Intellectual Property Agreements Exhibit 15.20 - Term Sheet for Miscellaneous Services Agreement Exhibit 15.21 - Term Sheet for Equipment Housing and Facilities Management Agreement Exhibit 15.22 - Term Sheet for Facilities and Equipment Lease Agreement Exhibit 15.23 - Term Sheet for Global Backbone Network Services Agreement Exhibit 15.24 - Term Sheet for Operating Entities Services Agreement Exhibit 15.25 - Term Sheet for Route Management Agreement Exhibit 15.26 - Term Sheet for X.75 Interconnect Management Agreement Exhibit 15.32 - Term Sheet for Atlas/ROE Services Agreement JOINT VENTURE AGREEMENT ----------------------- THIS JOINT VENTURE AGREEMENT (this "Agreement"), dated as of June 22, 1995, by and among SPRINT CORPORATION, a Kansas corporation ("Sprint"), SPRINT GLOBAL VENTURE, INC., a Kansas corporation and a wholly owned subsidiary of Sprint ("Sprint Sub"), FRANCE TELECOM, an exploitant public formed under the laws of France ("FT"), and DEUTSCHE TELEKOM AG, an Aktiengesellschaft formed under the laws of Germany ("DT"); W I T N E S S E T H: ------------------- WHEREAS, there have been dramatic changes in the telecommunications industry; WHEREAS, it is anticipated that there will be further changes in the telecommunications industry in view of ongoing liberalization and deregulation; WHEREAS, alliances of telecommunications operators have been announced and are in the process of formation or implementation; WHEREAS, Sprint, FT and DT have entered into a Memorandum of Understanding dated June 14, 1994 (the "MOU"), have engaged in significant planning activities and have developed a common vision regarding the establishment of a telecommunications joint venture which is intended to be preeminent in certain market segments; WHEREAS, Sprint, FT and DT desire to satisfy the needs of existing and future customers throughout the world, including multinational corporations, other large users, corporate and business customers and international travelers, by providing seamless global telecommunications services; WHEREAS, meeting the global needs of such customers requires capabilities which are beyond the geographic coverage, know-how and resources of Sprint, FT or DT alone; WHEREAS, Sprint, FT and DT share a common vision of the future and of the opportunities which can be realized for their customers and themselves by their undertaking joint activity, and have prepared the Phoenix Telecom Strategic Plan, which reflects such vision; WHEREAS, FT and DT have agreed to form a joint venture ("Atlas") which will provide advanced telecommunications services to corporate customers and other large users; WHEREAS, Sprint, Sprint Sub, FT and DT wish to form the Joint Venture, to which Atlas, when formed, will also be a party, - i - to provide telecommunications services and to pursue various telecommunications opportunities around the globe; WHEREAS, Sprint, FT and DT intend that the Joint Venture be preeminent in global communications, the standard against which others are measured, and that the Joint Venture provide highly competitive, functionally differentiated, global telecommunications services more cost effectively, more efficiently and more rapidly than they each could provide alone; WHEREAS, Sprint, FT and DT intend that the Joint Venture permit the introduction of new, sophisticated global telecommunications services effectively, efficiently and rapidly; provide a range of more comprehensive and technically advanced services; avoid unnecessary duplication of efforts; lead to improved technical solutions; create greater choices for customers; and meet customer needs more effectively; WHEREAS, Sprint, FT and DT intend that the Joint Venture adopt and pursue policies and strategies for the branding of JV Services that further the objectives of the Joint Venture as well as those of Sprint, FT and DT outside of the Joint Venture; and WHEREAS, in furtherance of the objectives set forth above, the Parties desire to enter into this Agreement and the other Operative Agreements. NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein and in the other Operative Agreements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: ARTICLE DEFINITIONS AND CONSTRUCTION Section Certain Definitions. As used in this Agreement, the following terms shall have the meanings specified below: "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. For purposes of this Agreement, (i) none of Sprint, FT, DT or Atlas or their respective Subsidiaries shall be deemed Affiliates of any JV Entity, (ii) Sprint and its Subsidiaries, FT and its Subsidiaries and DT and its Subsidiaries shall not be deemed Affiliates of each other, (iii) Atlas shall be deemed an Affiliate of each of FT and DT, (iv) the term "Affiliate" shall not include any Governmental Authority of - ii - France or Germany or any Person Controlled by any such Governmental Authority, except for FT and DT and any Person that directly, or indirectly through one or more intermediaries, is Controlled by FT or DT, and (v) any agreement herein that Atlas or any other Qualified Venture Subsidiary of FT and DT (as a Party hereunder) shall cause any of its Affiliates to take or refrain from taking any action shall not be construed as obligating Atlas (or such other Qualified Venture Subsidiary) to cause any such Affiliate which is not a Controlled Affiliate of Atlas or such Qualified Venture Subsidiary to take or refrain from taking such action. "Affiliated National Operation" shall mean a National Operation (i) in which a JV Entity has Invested or Participated pursuant to Section 10.3(f), (ii) which is subject to an Affiliation Agreement with the Joint Venture pursuant to Section 10.3(e), or (iii) which is otherwise affiliated by Contract with the Joint Venture on such terms and conditions as the Global Venture Board determines causes such National Operation to be an Affiliated National Operation for purposes of this Agreement. "Affiliated Public Telephone Operator" shall mean a Public Telephone Operator (i) in which a JV Entity has Invested or Participated pursuant to Section 10.3(f), (ii) which is subject to an Affiliation Agreement with the Joint Venture pursuant to Section 10.3(e), or (iii) which is otherwise affiliated by Contract with the Joint Venture on such terms and conditions as the Global Venture Board determines causes such Public Telephone Operator to be an Affiliated Public Telephone Operator for purposes of this Agreement. "Affiliation Agreement" shall mean, with respect to a GBN Special Matter Project, a National Operation, a Public Telephone Operator, a NAFTA Plan Action Project or an ROE Plan Action Project, an agreement entered into in accordance with Section 16.8. "Americas" shall mean North America, South America and Central America and the countries, territories and possessions located in the Caribbean region (other than the territories and possessions of France). "Answer" shall have the meaning set forth in the ICC Rules. "Applicable Law" shall mean all applicable provisions of all (i) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority, and (ii) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority. "Applicable LIBOR Rate" shall mean, during any period during which interest based on the Applicable LIBOR Rate is due and payable, the annual rate of interest determined in accordance with Schedule 1.1(a). - iii - "Approval" shall mean any consent, approval, license, permit or authorization. "Assumed Liabilities" shall mean the FT International Liabilities, the DT International Liabilities and the Sprint International Liabilities. "Atlas Joint Venture Agreement" shall mean the Joint Venture Agreement between FT and DT dated as of December 15, 1994 relating to the Atlas joint venture between FT and DT (without regard to any amendment thereto after such date unless any such amendment is permitted by Section 15.12). "Atlas Joint Venture Documents" shall mean the Atlas Joint Venture Agreement and the DBPT Collateral Agreements, the FT Collateral Agreements, the Statuts and the Shareholders Agreement (as such terms are defined in the Atlas Joint Venture Agreement). "Atlas/ROE Services Agreement" shall mean the Atlas/ROE Services Agreement to be mutually agreed to by the Parties and entered into by Atlas and the ROE Group pursuant to Section 15.32. "Atlas Signing Date" shall mean the date on which Atlas becomes a party to this Agreement pursuant to Section 15.12(b). "Atlas Transactions" shall mean the transactions contemplated by the Atlas Joint Venture Documents. "Bankruptcy" shall mean, with respect to any Person, (i) the commencement, under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar Applicable Law of any jurisdiction, whether now or hereafter in effect, by such Person of a case or proceeding seeking (A) the entry as to such Person of an order of relief, (B) such Person's own bankruptcy, liquidation, reorganization, rehabilitation or composition or adjustment of debts, or (C) a suspension or moratorium of payments; (ii) the commencement against such Person of any case or proceeding of the type described in clause (i) of this definition which remains undismissed for a period of sixty (60) days; (iii) the appointment of a custodian, trustee, administrator or similar official under any Applicable Law described in clause (i) of this definition with respect to such Person, or the taking charge by such custodian, trustee, administrator or similar official, of all or any substantial part of the property of such Person; (iv) any adjudication that such Person is insolvent or bankrupt; (v) the entering of any order of relief in, or other order approving, any case or proceeding of the type described in clause (i) of this definition; (vi) the making by such Person of a general assignment for the benefit of its creditors; (vii) the failure by such Person to pay, or the statement by such Person that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) the calling by such Person of a meeting - iv - of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any indication by such Person, either by an act or failure to act, of its consent to, approval of or acquiescence in, any of the actions, orders or events described in the foregoing clauses of this definition; or (x) the taking of any corporate or similar action by such Person for the purpose of effecting any of the actions, orders or events described in the foregoing clauses of this definition. "Burdensome Condition" shall mean any requirement or condition that: (a)(i) imposes any material limitation on the ability or right of FT, DT or Sprint or any of its Subsidiaries to hold, or requires FT, DT or Sprint or any of its Subsidiaries to dispose of, any material interest in any material portion of the assets of FT, DT or Sprint and its Subsidiaries taken as a whole, (ii) imposes any material limitation on the ability or right of FT, DT or any of its Subsidiaries to contribute to Atlas any material portion of the assets to be contributed to Atlas and its Subsidiaries taken as a whole pursuant to the Atlas Joint Venture Documents, or (iii) imposes any material limitation on the ability or right of Atlas or any of its Subsidiaries to hold, or requires Atlas or any of its Subsidiaries to dispose of, any material interest in any material portion of the assets of Atlas and its Subsidiaries taken as a whole (including the assets to be contributed to Atlas and its Subsidiaries pursuant to the Atlas Joint Venture Documents); (b)(i) imposes any material limitation on the ability or right of FT, DT or Sprint or any of its Subsidiaries to conduct any business (other than the investment contemplated by the Investment Agreement, the Transactions or the Atlas Transactions) which it or any of its Subsidiaries has publicly announced as of the date hereof an intention to conduct and which business is material in relation to FT, DT or Sprint and its Subsidiaries taken as a whole or (ii) imposes any material limitation on the ability or right of Atlas or any of its Subsidiaries to conduct any business (other than the Transactions or the Atlas Transactions) which Atlas or any of its Subsidiaries has publicly announced as of the date hereof an intention to conduct and which business is material in relation to Atlas and its Subsidiaries taken as a whole; (c) materially limits the ability or right of FT, DT, Atlas, Sprint or Sprint Sub to acquire or hold, or requires FT, DT, Atlas, Sprint or Sprint Sub to dispose of, any material interest in the GBN Group or a Regional Operating Group; (d) materially limits the ability or right of FT, DT, Atlas, Sprint or Sprint Sub to exercise its governance rights with respect to the Joint Venture or any of the JV Entities; (e) otherwise would have a Material Adverse Effect on the Joint Venture or is materially adverse to the ability of FT, DT, Atlas, Sprint or Sprint Sub to receive the economic benefits of the Joint Venture; (f) materially and adversely affects the ability of FT, DT, Atlas, Sprint or Sprint Sub to perform its obligations under, or puts in doubt in any material respect the validity of, this Agreement, the Intellectual Property Agreements, the Global Backbone Network Services Agreement, the Operating Entities Services Agreement, the Route - v - Management Agreement, the Shareholders Agreements, the Tax Matters Agreement or the Master Transfer Agreement; or (g)(i) otherwise would have a Material Adverse Effect on FT, DT or Sprint and its Subsidiaries taken as a whole or (ii) otherwise would have a Material Adverse Effect on Atlas and its Subsidiaries taken as a whole (any of the foregoing, "Burdensome Condition"); provided that, subject to Section 15.2(d), if each foregoing Party so affected, directly or indirectly, by any condition or requirement (or, in the case of a Subsidiary so affected, the Parent or Parents thereof that are a Party or Parties) provides a notice to each other Party stating that such condition or requirement shall no longer be deemed a Burdensome Condition, such condition or requirement shall no longer be deemed a Burdensome Condition for any purpose under this Agreement; provided, further, that, following the Closing Date, no requirement or condition of a type described in clause (a)(ii), (a)(iii), (b)(ii) or (g)(ii) shall constitute a Burdensome Condition; and provided, further, that no Party may declare a Burdensome Condition under clause (b) if the material limitation described therein is imposed pursuant to Section 310(b) of the Communications Act due to the investment contemplated by the Investment Agreement and such material limitation would not be imposed but for the investment contemplated by the Investment Agreement. "Business Day" shall mean any day other than a day on which commercial banks in The City of New York, Paris, France or Frankfurt am Main, Germany are required or authorized by Applicable Law to be closed. "Business Plan," with respect to a Regional Operating Group, shall mean the Closing Business Plan of such group, and with respect to a Regional Operating Group and the GBN Group, each rolling three-year plan prepared annually for such group pursuant to Section 16.1(c) and approved or otherwise implemented as provided herein. "Certified Public Accountants" shall mean the independent public accountants selected by the Global Venture Board for the Joint Venture and the JV Entities. "Class A Holder Eligible Note" shall have the meaning set forth in Article I of the Stockholders' Agreement. "Closing" shall mean the making of certain transfers of Transferred Assets and liabilities by the Sprint Parties and their Affiliates and the FT/DT Parties and their Affiliates to the relevant JV Entities pursuant to Section 11.1 and the consummation of those Transactions contemplated by Section 12.1(b) to be consummated simultaneously therewith on the Closing Date. "Closing Business Plan," with respect to a Regional Operating Group, shall mean the Business Plan of such group - vi - prepared pursuant to Section 16.1(a) and approved or otherwise implemented as provided herein. "Closing Date" shall mean the date on which the Closing shall occur. "Communications Act" shall mean the United States Communications Act of 1934. "Company Eligible Note" shall have the meaning set forth in Article I of the Stockholders' Agreement. "Competing Person" shall mean any Person which substantially competes (directly or indirectly through its Affiliates) with the JV Services (such as American Telephone & Telegraph Co., British Telecommunications plc or MCI Communications Corporation). "Competing Services" shall mean (a) the JV Services, (b) any services within the scope of the International Telecommunications Services Business Offered pursuant to a NAFTA Plan Action in the NAFTA Countries or an ROE Plan Action in the ROE Territory, and (c) any services substantially similar to, or substitutable for or competing with, the foregoing services, including the Restricted Services. "Constituent Documents" shall mean the GBN Constituent Documents, the ROW Constituent Documents and the ROE Constituent Documents. "Contract" shall mean any loan or credit agreement, note, bond, indenture, mortgage, deed of trust, lease, franchise, contract, or other agreement, obligation, instrument or binding commitment of any nature. "Contributing Affiliate" shall mean any Party's Affiliate which transfers Transferred Assets to any of the JV Entities pursuant to the Operative Agreements on the Closing Date. "Control" (including, with its correlative meanings, "Controlled by" and "under common Control with") shall mean, with respect to any Person, any of the following: (i) ownership, directly or indirectly, by such Person of equity securities entitling it to exercise in the aggregate more than 50% (20% for purposes of the definition of "Exempt Related Party Transaction") of the voting power of the entity in question, or (ii) the possession by such Person of the power, directly or indirectly, (A) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (B) 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. - vii - "Controlled Affiliate" shall mean, when used with respect to a specified Person, any Affiliate which is Controlled by the Person specified. "Deadlock" shall mean a failure of the Global Venture Board, the Global Venture Committee, the Global Venture Office or any Governing Board to reach a decision with respect to any agenda item, after a vote has been taken, by the requisite vote of the voting representatives on the Global Venture Board, the Global Venture Committee, the Global Venture Office or such Governing Board, as the case may be. "Defaulting European Party" shall mean (i) FT and any Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement in the case of a Funding Default or Material Non-Funding Default by, or Bankruptcy of, FT or any such Wholly Owned Subsidiary of FT or (ii) DT and any Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement in the case of a Funding Default or Material Non-Funding Default by, or Bankruptcy of, DT or any such Wholly Owned Subsidiary of DT. "Disputant" shall mean any Party to this Agreement or any party to one or more of the other Section 21.1 Agreements that has filed a Request for Arbitration, has been named a defendant, has been joined, or has intervened in an arbitration proceeding initiated pursuant to Article 21 hereunder. "Dispute" shall mean (i) any dispute, controversy or claim arising out of or relating to this Agreement, any other Operative Agreement or any other agreement entered into by the Parties, their Affiliates or the JV Entities relating to the Joint Venture or any transactions contemplated hereby or thereby which expressly provides that disputes shall be resolved as provided in Article 21 of this Agreement (each of the foregoing agreements, a "Section 21.1 Agreement"), based upon an alleged failure of a Party or any of its Affiliates or any JV Entity to perform any of its obligations under a Section 21.1 Agreement, or (ii) a disagreement described in Section 16.8(d); provided that a "Dispute" shall not include a Deadlock. For purposes of this Agreement, a disagreement as to whether any dispute, controversy or claim is a Dispute or Deadlock shall be deemed to be a "Dispute." "DT GBN Assets" shall mean those assets, if any, of DT and its Affiliates which the Parties identify as DT GBN Assets on or prior to the Closing Date. "DT GBN Liabilities" shall mean those obligations, responsibilities and liabilities, if any, of DT and its Affiliates which the Parties identify as DT GBN Liabilities on or prior to the Closing Date. "DT Intellectual Property Agreements" shall mean the Intellectual Property Agreements to be mutually agreed to by the - viii - Parties and entered into by DT and its Contributing Affiliates and the GBN Group, the ROW Group and the ROE Group, respectively, pursuant to Section 15.19. "DT International Assets" shall mean the DT GBN Assets, the DT ROW Assets and the DT ROE Assets. "DT International Liabilities" shall mean the DT GBN Liabilities, the DT ROW Liabilities and the DT ROE Liabilities. "DT ROE Assets" shall mean those assets of DT and its Affiliates which the Parties identify as DT ROE Assets on or prior to the Closing Date. "DT ROE Liabilities" shall mean those obligations, responsibilities and liabilities of DT and its Affiliates which the Parties identify as DT ROE Liabilities on or prior to the Closing Date. "DT ROW Assets" shall mean those assets of DT and its Affiliates which the Parties identify as DT ROW Assets on or prior to the Closing Date. "DT ROW Liabilities" shall mean those obligations, responsibilities and liabilities of DT and its Affiliates which the Parties identify as DT ROW Liabilities on or prior to the Closing Date. "DT Transfer Agreements" shall mean the Transfer Agreements to be mutually agreed to by the Parties and entered into by DT and its Contributing Affiliates and the GBN Group, the ROW Group and the ROE Group, respectively, pursuant to Section 15.18. "Employee Matters Agreement" shall mean one or more agreements to be mutually agreed to by the Parties and entered into pursuant to Section 15.17. "Equipment Housing and Facilities Management Agreement" shall mean the Equipment Housing and Facilities Management Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.21. "ESMR" means any commercial mobile radio service, and the resale of such service, of the type authorized under the rules for Specialized Mobile Radio Services designated under Subpart S of Part 90 of the FCC's rules or similar Applicable Laws of any other country in effect on the date hereof, including the networking, marketing, distribution, sales, customer interface and operations functions relating thereto. "Eunetcom" shall mean eunetcom B.V., a Dutch company jointly held by DT and FT, and the Affiliates of eunetcom B.V. - ix - "Event of Force Majeure" shall mean (i) an act of God or public enemy, fire, explosion, perils of the sea, lightning, earthquake, storm, flood, declared or undeclared war, revolution, insurrection, riot, act of piracy, act of terrorism, sabotage, blockade, embargo, accident, epidemic or quarantine, (ii) action by a Governmental Authority which prevents or delays performance of such Party's obligations under the relevant Operative Agreement, or (iii) a strike, lockout or other labor unrest resulting from any cause and whether or not the demands of the employees involved are reasonable or within any Party's power to concede. "Excluded Business" shall mean any of the businesses and investments which are listed on Schedule 1.1(b). "Exempt Related Party Transaction" shall mean any transaction in which a Party or any of its Affiliates provides products or services to or obtains products or services from a JV Entity, including any transaction pursuant to an Exempt Service Contract, provided that the aggregate dollar amount involved in all such transactions between a Regional Operating Group or the GBN Group, on the one hand, and the Sprint Parties and their Affiliates or the FT/DT Parties and their Affiliates, on the other hand, during any rolling twelve-month period shall not exceed U.S. $5,000,000, and provided, further, that neither entering into an Operative Agreement nor effecting a transaction pursuant to an Operative Agreement shall be considered an Exempt Related Party Transaction. "Exempt Service Contract" shall mean a Contract between a JV Entity and a Party or any of its Affiliates under which such Party or any of its Affiliates provides products or services to or obtains products or services from a JV Entity and (i) relates to products or services of a type which are similar to the types of products or services covered by a Services Agreement and (ii) is consistent in all material respects with the principles set forth in such Services Agreement. "Existing Confidentiality Agreement" shall mean the Confidentiality Agreement dated as of February 2, 1994 among FT, DT and Sprint. "Exon-Florio" shall mean Section 721 of the Defense Production Act of 1950 and the rules promulgated thereunder. "Facilities and Equipment Lease Agreement" shall mean the Facilities and Equipment Lease Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.22. "Fair Price Provisions" shall mean the Fair Price Provisions as defined in the Stockholders' Agreement. "FCC" shall mean the United States Federal Communications Commission. - x - "Fiscal Year" shall mean the period commencing January 1 in any year and ending on December 31 in such year, except that the first Fiscal Year with respect to each GBN Entity, ROW Entity and ROE Entity shall commence on the Closing Date and end on December 31 of the year in which the Closing Date occurs. "France" shall mean the Republic of France and its territories and possessions. "FT/DT Parties" shall mean (i) FT and DT, (ii) Atlas, upon execution by Atlas of a counterpart to this Agreement as required pursuant to Section 15.12(b), (iii) any other Qualified Venture Subsidiary of the FT/DT Parties, and (iv) any Permitted Transferee of FT, DT, Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties, upon execution by such Person of a counterpart to this Agreement to the extent required pursuant to Section 19.2. "FT/DT Venture Interests" shall mean the Venture Interests of the FT/DT Parties. "FT GBN Assets" shall mean those assets, if any, of FT and its Affiliates which the Parties identify as FT GBN Assets on or prior to the Closing Date. "FT GBN Liabilities" shall mean those obligations, responsibilities and liabilities, if any, of FT and its Affiliates which the Parties identify as FT GBN Liabilities on or prior to the Closing Date. "FT Intellectual Property Agreements" shall mean the Intellectual Property Agreements to be mutually agreed to by the Parties and entered into by FT and its Contributing Affiliates and the GBN Group, the ROW Group and the ROE Group, respectively, pursuant to Section 15.19. "FT International Assets" shall mean the FT GBN Assets, the FT ROW Assets and the FT ROE Assets. "FT International Liabilities" shall mean the FT GBN Liabilities, the FT ROW Liabilities and the FT ROE Liabilities. "FT Law and Decrees" shall mean (i) Loi n 90-568 du 2 juillet 1990 relative a l'organisation du service public de la poste et des telecommunications (as amended by Loi n 91-1406 du 31 decembre 1991 portant diverses dispositions d'ordre social), (ii) Decret n 90-1112 du 12 decembre 1990 portant statut de France Telecom (as amended by Decret n 95-460 du 25 avril 1995 modifiant le decret n 90-1112 du 12 decembre 1990 portant statut de France Telecom), (iii) Decret n 90-1213 du 29 decembre 1990 relatif au cahier des charges de France Telecom et au code des postes et telecommunications, and (iv) Decret n 94-185 du 24 - xi - fevrier 1994 approuvant une modification du cahier des charges de France Telecom. "FT ROE Assets" shall mean those assets of FT and its Affiliates which the Parties identify as FT ROE Assets on or prior to the Closing Date. "FT ROE Liabilities" shall mean those obligations, responsibilities and liabilities of FT and its Affiliates which the Parties identify as FT ROE Liabilities on or prior to the Closing Date. "FT ROW Assets" shall mean those assets of FT and its Affiliates which the Parties identify as FT ROW Assets on or prior to the Closing Date. "FT ROW Liabilities" shall mean those obligations, responsibilities and liabilities of FT and its Affiliates which the Parties identify as FT ROW Liabilities on or prior to the Closing Date. "FT Transfer Agreements" shall mean the Transfer Agreements to be mutually agreed to by the Parties and entered into by FT and its Contributing Affiliates and the GBN Group, the ROW Group and the ROE Group, respectively, pursuant to Section 15.18. "GAAP" shall mean generally accepted accounting principles applicable in the relevant country. "GBN Board" shall mean the Governing Board of the GBN Parent Entity. "GBN Business" shall mean the ownership of the assets, if any, and operation of, the Global Backbone Network. "GBN Constituent Documents" shall mean the charter, bylaws or such other similar documents as may be required or otherwise entered into in connection with the formation of the GBN Parent Entity and mutually agreed to by the Parties pursuant to Section 15.30. "GBN Entities" shall mean the GBN Parent Entity and all other JV Entities formed for the purpose of conducting the GBN Business. "GBN Group" shall mean the GBN Parent Entity and all other GBN Entities. "GBN Parent Entity" shall mean the JV Entity to be formed in accordance with Section 6.2. "GBN Shareholders" shall mean the holders of shares or other equity interests in the GBN Parent Entity. - xii - "GBN Shareholders Agreement" shall mean each shareholders agreement, operating agreement, partnership agreement or other similar agreement which shall set forth the rights and obligations of the GBN Shareholders to be mutually agreed to by the Parties and entered into by the GBN Shareholders pursuant to Section 15.27. "GBN Special Matter" shall mean any action relating to the expansion of the capacity of the Global Backbone Network which requires an additional investment or capital expenditure by any GBN Entity which is not provided for in the most recently approved Business Plan of the GBN Group and which is declared to be a GBN Special Matter pursuant to Section 8.5(g)(3); provided, however, that, notwithstanding the foregoing, the term "GBN Special Matter" shall not include (1) any matter requiring unanimous approval described in clause (b), (d), (g), (h), (i), (j) or (k) of Section 6.4, (2) any matter described in clause (c) or (e) of Section 6.4 except to the extent strictly necessary to implement a GBN Special Matter, (3) any matter described in clause (f) of Section 6.4 except to the extent the purpose of the GBN Special Matter is to enhance or maintain the seamless nature of the telecommunications services provided by the GBN Group, or (4) any matter described in any other Operative Agreement or any other agreement relating to the Joint Venture to which any JV Entity within the GBN Group is a party which expressly provides that a "GBN Special Matter" shall not include such matter; and provided, further, that no such action shall constitute a GBN Special Matter unless the Certified Public Accountants advise the Governing Board of the GBN Parent Entity in writing on or prior to the date on which such action is declared to be a GBN Special Matter pursuant to Section 8.5(g)(3) that such action can be accounted for separately in accordance with the Plan Action/Special Matter Accounting Principles. "GBN Special Matter Period" shall mean the two-year period beginning on the date on which a proposed action is declared to be a GBN Special Matter pursuant to Section 8.5(g)(3). "Germany" shall mean the Federal Republic of Germany. "Global Backbone Network" shall mean the network to be agreed to by the Parties prior to the Closing. The term "Global Backbone Network" shall not include the Pan-European Network. "Global Backbone Network Services Agreement" shall mean the Global Backbone Network Services Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.23. "Global Policies" shall mean those policies, principles and standards adopted by the Global Venture Board pursuant to Section 3.1(c)(vii). "Global Venture Board" shall mean the supervisory board established in accordance with Section 3.1. - xiii - "Global Venture Committee" shall mean the committee established in accordance with Section 3.6. "Global Venture Office" shall mean the body established in accordance with Section 3.7. "Global Venture Strategic Plan" shall mean the Phoenix Telecom Strategic Plan and each subsequent rolling three-year strategic plan prepared annually for the Joint Venture in accordance with Section 16.1(b) and approved as provided herein. "Governing Board," with respect to any JV Entity, shall mean the governing board of such JV Entity. "Governmental Approval" shall mean any consent, approval, authorization, waiver, grant, concession, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Governmental Authority. "Governmental Authority" shall mean any federation, nation, state, sovereign or government, any federal, supranational, regional, state or local political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, administrative hearing body, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government; provided that the term "Governmental Authority" shall not include FT, DT, Atlas or any of their respective Subsidiaries; and provided, further, that the term "Governmental Authority" shall not include any arbitration panel formed pursuant to Article 21. "Home Country" shall mean the United States in the case of Sprint and its Subsidiaries, France in the case of FT and its Subsidiaries (other than Atlas and its Subsidiaries), Germany in the case of DT and its Subsidiaries (other than Atlas and its Subsidiaries), and France and Germany in the case of Atlas and its Subsidiaries. "Home Country Opportunity" shall mean a transaction proposed to be entered into by Sprint, FT, DT, Atlas or their respective Subsidiaries pursuant to which such Person would invest in a Person primarily engaged in telecommunications services or activities in its Home Country. "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976. "Intellectual Property Agreements" shall mean the FT Intellectual Property Agreements, the DT Intellectual Property Agreements and the Sprint Intellectual Property Agreements. "International Telecommunications Services Business" shall mean the Offer of telecommunications services to or from the Home - xiv - Countries or into or out of countries other than the Home Countries. The term "International Telecommunications Services Business" shall not include Local Exchange Services, Wireless Services, Non-Telecom IT Services, National Operations or Public Telephone Operators or the Offer of telecommunications equipment. "Injunction" shall mean any preliminary, temporary, interim or final injunction, temporary restraining order or other court ordered legal prohibition or equitable remedy requiring or prohibiting action. "Invest or Participate" (including, with its correlative meanings, "Investment or Participation," "Invested or Participated" and "Investing or Participating"), as it relates to a Party or any of its Affiliates, shall mean, with respect to any other Person that Offers Competing Services or Competing LD Services, directly or indirectly through an Affiliate, (a) to acquire, as a principal, partner, shareholder, beneficial owner or in any similar capacity, any ownership interest in such Person or (b) by Contract or otherwise to manage, operate or finance such Person, or to participate in the management, operation or financing of such Person, or to act as agent, representative, consultant or in any similar capacity for such Person, or to use the name of such Person, or permit the use of the name of such Party or its Affiliate by such Person, to the extent that any of such activities described in this clause (b) are related to such Competing Services or Competing LD Services. "Investment Agreement" shall mean the Investment Agreement to be entered into prior to the Closing Date among Sprint, FT and DT pursuant to which FT and DT will agree to purchase shares of Class A Common Stock of Sprint representing approximately 20% of the common equity of Sprint. "Joint Venture" shall mean the JV Entities and the rights and obligations of the Parties and their Affiliates under the Operative Agreements. "Joint Venture Confidentiality Agreement" shall mean the Confidentiality Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.31. "Judgment" shall mean any judgment, order, judicial decree or arbitral award. "JV Entity" shall mean the GBN Parent Entity, the ROW Parent Entity and the ROE Parent Entity, and each other Person formed pursuant to the terms hereof to conduct the Venture Business, it being understood that to the extent holding company structures are utilized, the holding company and each other Person it Controls shall each be deemed a JV Entity. Sprint, FT, DT and Atlas and their respective Subsidiaries shall not be deemed - xv - to be JV Entities. No GBN Special Matter Subsidiary, Sprint Plan Action Subsidiary or Atlas Plan Action Subsidiary shall be deemed to be a JV Entity, unless the outstanding equity interests in such GBN Special Matter Subsidiary, Sprint Plan Action Subsidiary or Atlas Plan Action Subsidiary are purchased pursuant to Section 8.1(b), 8.2(d) or 8.3(d), as the case may be. "JV Entity Shareholders" shall mean the holders of shares or other equity interests in a JV Entity. "JV Services" shall mean, as of any date, the services Offered within the scope of the International Telecommunications Services Business listed on Schedule 1.1(c) hereto, and any new services Offered within the scope of the International Telecommunications Services Business which may be added from time to time by the Global Venture Board in a resolution specifically adopted for such purpose. "Lien" shall mean any mortgage, pledge, security interest, adverse claim, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or similar Applicable Law of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation. "Local Exchange Services" shall mean the provision of subscriber connections, irrespective of the technology used in providing such subscriber connections, to a local exchange or switch providing access to the public switched telephone network; provided, however, that direct subscriber connections to switches used for long-distance communications shall not be Local Exchange Services. "Losses" shall mean any and all claims, losses, liabilities, damages (including fines, penalties, and criminal or civil judgments and settlements), costs (including court costs) and expenses (including reasonable attorneys' and accountants' fees). "Major Competitor of FT/DT" shall mean a Person which materially competes with a major portion of the telecommunications services business of FT, DT or Atlas in their respective Home Countries or in the ROE Territory or of the Joint Venture, or any Affiliate of any such Person, or a Person which has taken substantial steps to become such a competitor and which FT, DT or Atlas has reasonably concluded in its good faith judgment will be such a competitor in the near future in the respective Home Countries of FT, DT or Atlas, or any Affiliate of such Person; provided that FT, DT or Atlas furnish in writing to Sprint reasonable evidence of the occurrence of such steps. For purposes of this Agreement, neither Sprint nor any of its Affiliates shall be deemed to be a Major Competitor of FT/DT. - xvi - "Major Competitor of Sprint" shall mean a Person which materially competes with a major portion of the telecommunications services business of Sprint in North America or of the Joint Venture, or any Affiliate of any such Person, or a Person which has taken substantial steps to become such a competitor and which Sprint has reasonably concluded in its good faith judgment will be such a competitor in the near future in its Home Country, or any Affiliate of such Person; provided that Sprint furnishes in writing to FT, DT and Atlas reasonable evidence of the occurrence of such steps; and provided, further, that for purposes of Sections 13.2(g) and 15.11, only the Persons listed on Schedule 1.1(d) and their Controlled Affiliates shall be deemed to be Major Competitors of Sprint. For purposes of this Agreement, neither FT or DT nor any of its Affiliates shall be deemed to be a Major Competitor of Sprint. "Major Competitor of the Joint Venture" shall mean any Person which substantially competes with the Joint Venture by Offering telecommunications services on a global basis similar in scope to the JV Services, such as WorldPartners and Concert. "Master Transfer Agreement" shall mean the Master Transfer Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.18. "Master Transfer Agreement Term Sheet" shall mean the term sheet attached as Exhibit 15.18 to this Agreement. "Material Adverse Effect" shall mean, with respect to any Person, the effect of any event, occurrence, fact, condition or change that is materially adverse to the business, operations, results of operations, financial condition, assets or liabilities of such Person. "Material Participant" shall mean, when used with reference to the Investment or Participation of a Competing Person in another Person, a Competing Person which owns directly or indirectly through an Affiliate, or proposes to acquire directly or indirectly through an Affiliate, (i) more than 10% of the economic or voting interests in such Person, if such Person is not a Publicly Held Person, or (ii) more than 20% of the economic or voting interest in such Person, if such Person is a Publicly Held Person; provided, however, that if a Competing Person owns directly or indirectly through an Affiliate, or proposes to acquire directly or indirectly through an Affiliate, more than 10% but no more than 20% of the economic or voting interests in such Person, if such Person is a Publicly Held Person, and there exists a voting trust, voting agreement or other similar arrangement between such Competing Person and the Party or its Affiliate proposing to Invest or Participate in such Person as to the economic or voting interests of such Party or its Affiliate and such Competing Person in such Person, then such Competing Person shall be deemed to be a "Material Participant" for purposes of this Agreement. - xvii - "Minority Rights" shall mean the rights of the holders of Class A Common Stock of Sprint contained in (i) Articles III, IV, V and VI and Section 7.8 of the Stockholders' Agreement, and (ii) ARTICLE FIFTH and the Section of ARTICLE SIXTH of the Articles of Incorporation of Sprint entitled "GENERAL PROVISIONS RELATING TO CLASS A COMMON STOCK," as to be amended or inserted pursuant to the Amendment (as defined in the Investment Agreement) on or prior to the Closing Date, or any similar rights of the holders of any series of preferred stock of Sprint issued pursuant to the Investment Agreement. "Miscellaneous Services Agreement" shall mean the Miscellaneous Services Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.20. "NAFTA Countries" shall mean Canada and Mexico and any other country in the Americas which either (i) accedes to the North American Free Trade Agreement, or (ii) enters into agreements with the United States and each other country which is a NAFTA Country as of the date such country becomes a NAFTA Country, that in each case contains provisions establishing a free trade relationship which is substantially similar in scope and terms to the North American Free Trade Agreement. Such other country shall become a NAFTA Country as of (x) the date the North American Free Trade Agreement becomes effective with respect to such country, or (y) the date the last of the agreements referred to in clause (ii) of the preceding sentence becomes effective with respect to such country, as the case may be. The United States shall not be a NAFTA Country. "NAFTA Plan Action" shall mean any Plan Action of any ROW Entity to the extent relating to any of the NAFTA Countries and which is declared to be a NAFTA Plan Action pursuant to Section 8.5(g)(3); provided, however, that, notwithstanding the foregoing, the term "NAFTA Plan Action" shall not include (1) any matter requiring unanimous approval described in clause (b), (d), (g), (h), (i), (j), (k), (l) or (m) of Section 4.4, (2) any matter described in clause (c) or (e) of Section 4.4 except to the extent strictly necessary to implement a NAFTA Plan Action, (3) any matter described in clause (f) of Section 4.4 except to the extent the purpose of the NAFTA Plan Action is to enhance or maintain the seamless nature of the telecommunications services provided by the ROW Group in the NAFTA Countries, or (4) any matter described in any other Operative Agreement or any other agreement relating to the Joint Venture to which any JV Entity within the ROW Group is a party which expressly provides that a "NAFTA Plan Action" shall not include such matter; and provided, further, that on or prior to the date on which such Plan Action is declared to be a NAFTA Plan Action pursuant to Section 8.5(g)(3), the Certified Public Accountants shall advise the ROW Board whether or not such NAFTA Plan Action can be separately accounted for in accordance with the Plan Action/Special Matter Accounting Principles. - xviii - "NAFTA Plan Period" shall mean the two-year period beginning on the date on which a Plan Action relating to the NAFTA Countries is declared to be a NAFTA Plan Action pursuant to Section 8.5(g)(3). "National Operation" shall mean any Person or group of Persons primarily engaged in providing national long distance telecommunications services, irrespective of the technology used in providing such services (including provision of such services through the use of a nationwide trunk overlay network connecting facilities, whether owned or leased, for communications principally interconnecting Wireless Services, other than the principal national public switched voice telephony or public data networks). The term "National Operation" shall not include any Public Telephone Operator. "Non-Defaulting European Party" shall mean (i) FT in the case of a Funding Default or Material Non-Funding Default by, or Bankruptcy of, DT or any Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement, provided that none of FT or any Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement shall have suffered a Bankruptcy or committed a Funding Default or Material Non-Funding Default which as of the date on which Sprint may exercise any rights hereunder in respect of the Defaulting European Party has not been cured in accordance with the terms hereof, and (ii) DT in the case of a Funding Default or Material Non-Funding Default by, or Bankruptcy of, FT or any Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement, provided that none of DT or any Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement shall have suffered a Bankruptcy or committed a Funding Default or a Material Non-Funding Default which as of the date on which Sprint may exercise any rights hereunder in respect of the Defaulting European Party has not been cured in accordance with the terms hereof. "Non-Exclusive Business" shall mean (i) the Offer of any telecommunications equipment, (ii) the provision of any product or service which is provided by a Party or any of its Affiliates to the Joint Venture on a non- exclusive basis pursuant to any Operative Agreement, and (iii) the provision of any product or service by a Party or any of its Affiliates which is necessary to create, support or provide a service of the Joint Venture, including any "Service Component" as described in the Operating Entities Services Agreement, but which does not constitute a principal service of the Joint Venture. "Non-Telecom IT Services" shall mean services provided in connection with or related to (i) information processing, storage, retrieval and distribution systems; (ii) the full range of services provided in connection with and related to systems analysis, applications development, network operations and data center management; (iii) software development and application; - xix - (iv) systems, hardware or application re-engineering, redesign or reorganization projects; and (v) other services designed to create, develop, refine or enhance the efficiency and functioning of information related activities. The term "Non- Telecom IT Services" shall not include any telecommunications activities such as data, voice and video transmission and reception to the extent provided in connection with any of the services described in the preceding sentence. "Non-Tie Breaking Party" shall mean the Sprint Parties when the FT/DT Parties have the Tie-Breaking Vote, and the FT/DT Parties when the Sprint Parties have the Tie-Breaking Vote. "North America" shall mean the current geographic area covered by the following countries: Canada, the United States of Mexico and the United States of America. "Offer" (including, with its correlative meanings, "Offering" or "Offered") shall mean, with respect to any telecommunications product or service, directly or indirectly, offering, producing, providing, selling, promoting, distributing or marketing such product or service. "Operating Entities Services Agreement" shall mean the Operating Entities Services Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.24. "Operative Agreements" shall mean this Agreement, the Employee Matters Agreement, the Transfer Agreements, the Intellectual Property Agreements, the Services Agreements, the Shareholders Agreements, the Constituent Documents, the Joint Venture Confidentiality Agreement, the Atlas/ROE Services Agreement and the Tax Matters Agreement. "Pan-European Network" shall mean the transmission and switching assets which are used or held for use for the purpose of interconnecting by means of gateways regional and national hubs of the ROE Group located exclusively in the ROE Territory. "Parties" shall mean the Sprint Parties and the FT/DT Parties. "Passive Financial Institution" shall mean a bank (or comparable financial institution), insurance company, pension or retirement fund that acquires equity interests in Atlas, Sprint Sub or another Qualified Venture Subsidiary without the purpose or effect of changing or influencing the Control of such Party or such other Qualified Venture Subsidiary or any of the JV Entities, nor in connection with or as a participant in any transaction having such purpose or effect; provided, however, that (i) in the case of an acquisition of equity interests in Sprint Sub or another Qualified Venture Subsidiary formed by the Sprint Parties, the term "Passive Financial Institution" shall not include any Major Competitor of FT/DT, and (ii) in the case - xx - of an acquisition of equity interests in Atlas or another Qualified Venture Subsidiary formed by the FT/DT Parties, the term "Passive Financial Institution" shall not include any Major Competitor of Sprint. "PCS" means a radio communications system of the type authorized under the rules for broadband personal communications services designated as Subpart E of Part 24 of the FCC's rules or similar Applicable Laws of any other country, including the network, marketing, distribution, sales, customer interface and operations functions relating thereto. "Percentage Interest," with respect to any Person's investment in another Person, shall mean such Person's equity interest therein (whether voting or nonvoting) expressed as a percentage of the total outstanding equity interests of such other Person (voting and nonvoting). "Permitted Designee" shall mean any Person other than (i) in the case of a designee of any of the Sprint Parties, a Major Competitor of FT/DT (other than a Person that would be a Major Competitor of FT/DT solely because such Person or any Affiliate of such Person materially competes with a major portion of the telecommunications services business of the Joint Venture) and (ii) in the case of a designee of any of the FT/DT Parties, a Major Competitor of Sprint (other than a Person that would be a Major Competitor of Sprint solely because such Person or any Affiliate of such Person materially competes with a major portion of the telecommunications services business of the Joint Venture). A determination of whether a Permitted Designee is a Major Competitor of FT/DT or a Major Competitor of Sprint shall be made after giving effect to the contemplated transfer. "Per Share JV Entity Value" shall mean, as of any date, the value per share of the outstanding Venture Interests in a JV Entity on such date. "Person" shall mean an individual or a partnership, an association, a joint venture, a corporation, a business or a trust or other entity organized under any Applicable Law, an unincorporated organization or any Governmental Authority. "Plan Action" shall mean the proposal by any voting representative on the Governing Board of a Regional Operating Group or the GBN Group that such Regional Operating Group or the GBN Group, as the case may be, adopt or implement any Business Plan or any other strategic, capital, operating, marketing or technology plan (or any portion of such plan), or substantial deviations from any such plan (or any portion thereof), including changes in the introduction and timing of services within the scope of the International Telecommunications Services Business; provided that neither a Regional Operating Group nor the GBN Group may adopt or implement a Plan Action which is inconsistent - xxi - with the Global Policies; and provided, further, that no Plan Action may amend the terms of any Operative Agreement. "Plan Action/Special Matter Accounting Principles" shall mean those principles regarding separate accounting treatment for any GBN Special Matter, NAFTA Plan Action or ROE Plan Action to be agreed upon by the Parties pursuant to Section 15.34. "Proceeding" shall mean any action, litigation, suit, proceeding or formal investigation or review of any nature, civil, criminal, regulatory or otherwise, before any Governmental Authority. "Public Telephone Operator" shall mean a Person or group of Persons providing national telecommunications services which Person or group of Persons is or has been at any time in the past at least 90% owned by any Governmental Authority. "Publicly Held Person" shall mean any Person that has voting securities which are held by at least 500 holders. "Put Notice Date" shall mean an FT/DT Major Competitor Put Notice Date, a Default Put Notice Date or a Sprint Major Competitor Put Notice Date, as applicable. "Qualified Venture Purchaser" shall mean, for purposes of Article 19 of this Agreement, any Person which (i) has total consolidated assets having a fair market value equal to or greater than three times the purchase price to be paid by such Person in connection with its proposed purchase of Venture Interests, (ii) after giving effect to any indebtedness to be incurred in connection with its purchase of Venture Interests, has a consolidated net worth equal to or greater than the higher of (A) U.S. $500 million, and (B) the purchase price to be paid by such Person in connection with its proposed purchase of Venture Interests, and (iii) after giving effect to any indebtedness to be incurred in connection with its purchase of Venture Interests, has outstanding senior unsecured indebtedness which is either (A) rated Baa3 or better (or a comparable rating if the rating system is changed) by Moody's Investor's Service, Inc. or BBB- or better (or a comparable rating if the rating system is changed) by Standard & Poor's Corporation, or (B) rated equal to or better than the rating on the outstanding senior unsecured indebtedness of the Person (or if such Person has a parent company, its parent company) from which the Venture Interests are to be purchased. "Qualified Venture Subsidiary" shall mean (i) in the case of FT and DT, Atlas or any other Person in which (x) each of FT and DT in the aggregate owns directly or indirectly through Wholly Owned Subsidiaries at least 40% of the outstanding economic interests and voting power of such Person, and (y) FT, DT and Passive Financial Institutions in the aggregate own directly or indirectly through Wholly Owned Subsidiaries 100% of the - xxii - outstanding economic interests and voting power of such Person, and (ii) in the case of Sprint, Sprint Sub or any other Person in which (x) Sprint in the aggregate owns directly or indirectly through Wholly Owned Subsidiaries at least 80% of the outstanding economic interests and voting power of such Person, and (y) Sprint and Passive Financial Institutions in the aggregate own directly or indirectly through Wholly Owned Subsidiaries 100% of the outstanding economic interests and voting power of such Person. "Regional Operating Group" shall mean the ROW Group, the ROE Group and any other operating group established by the Global Venture Board to conduct the Venture Business in a particular territory. The term "Regional Operating Group" shall not include Sprint, Sprint Sub, FT, DT, Atlas, the GBN Group or the Global Backbone Network. "Related Party Group" shall mean the FT/DT Parties or the Sprint Parties, and a Related Party Group shall be deemed to possess a particular attribute if any Party included in such Related Party Group possesses such attribute. "Request for Arbitration" shall have the meaning set forth in the ICC Rules. "Restricted Services" shall mean the services which are substantially similar to, or substitutable for or competing with the JV Services which the Parties identify as Restricted Services on or prior to the Closing Date. "ROE Board" shall mean the Governing Board of the ROE Parent Entity. "ROE Constituent Documents" shall mean the charter, bylaws or such other similar documents as may be required or otherwise entered into in connection with the formation of the ROE Parent Entity and mutually agreed to by the Parties pursuant to Section 15.30. "ROE Entities" shall mean the ROE Parent Entity and all other JV Entities formed for the purpose of conducting the Venture Business in the ROE Territory, any of which may be formed as, among other things, a partnership or a limited liability company. "ROE Group" shall mean the ROE Parent Entity and all other ROE Entities. "ROE Parent Entity" shall mean the JV Entity to be formed in accordance with Section 5.2. "ROE Plan Action" shall mean any Plan Action of any ROE Entity to the extent relating to the ROE Territory and which is declared to be an ROE Plan Action pursuant to Section 8.5(g)(3); - xxiii - provided, however, that, notwithstanding the foregoing, the term "ROE Plan Action" shall not include (1) any matter requiring unanimous approval described in clause (b), (d), (g), (h), (i), (j), (k) or (l) of Section 5.4, (2) any matter described in clause (c) or (e) of Section 5.4 except to the extent strictly necessary to implement an ROE Plan Action, (3) any matter described in clause (f) of Section 5.4 except to the extent the purpose of the ROE Plan Action is to enhance or maintain the seamless nature of the telecommunications services provided by the ROE Group, or (4) any matter described in any other Operative Agreement or any other agreement relating to the Joint Venture to which any JV Entity within the ROE Group is a party which expressly provides that an "ROE Plan Action" shall not include such matter; and provided, further, that on or prior to the date on which such Plan Action is declared to be an ROE Plan Action pursuant to Section 8.5(g)(3), the Certified Public Accountants shall advise the ROE Board whether or not such ROE Plan Action can be separately accounted for in accordance with the Plan Action/Special Matter Accounting Principles. "ROE Plan Period" shall mean the two-year period beginning on the date on which a Plan Action relating to the ROE Territory is declared to be an ROE Plan Action pursuant to Section 8.5(g)(3). "ROE Shareholders" shall mean the holders of shares or other equity interests in the ROE Parent Entity. "ROE Shareholders Agreement" shall mean each shareholders agreement, operating agreement, partnership agreement or other similar agreement which shall set forth the rights and obligations of the ROE Shareholders to be mutually agreed to by the Parties and entered into by the ROE Shareholders pursuant to Section 15.29. "ROE Territory" shall mean the current geographic area covered by the countries and territories located on the European continent, other than the Home Countries, which are set forth on Schedule 1.1(e), excluding the territories and possessions of such countries and territories located outside the European continent. "Route Management Agreement" shall mean to be mutually agreed to by the Parties and entered into pursuant to Section 15.25. "ROW Board" shall mean the Governing Board of the ROW Parent Entity. "ROW Constituent Documents" shall mean the charter, bylaws or such other similar documents as may be required or otherwise entered into in connection with the formation of the ROW Parent Entity and mutually agreed to by the Parties pursuant to Section 15.30. - xxiv - "ROW Entities" shall mean the ROW Parent Entity and all other JV Entities formed for the purpose of conducting the Venture Business in the ROW Territory, any of which may be formed as, among other things, a partnership or a limited liability company. "ROW Group" shall mean the ROW Parent Entity and all other ROW Entities. "ROW Parent Entity" shall mean the JV Entity to be formed in accordance with Section 4.2. "ROW Shareholders" shall mean the holders of shares or other equity interests in the ROW Parent Entity. "ROW Shareholders Agreement" shall mean each shareholders agreement, operating agreement, partnership agreement or other similar agreement which shall set forth the rights and obligations of the ROW Shareholders to be mutually agreed to by the Parties and entered into by the ROW Shareholders pursuant to Section 15.28. "ROW Territory" shall mean all countries and territories throughout the world, except for the Home Countries and the countries and territories which are part of the ROE Territory. "Satellite Communications Services" shall mean telecommunications services provided through communications satellite systems (whether low, medium or high orbit systems). "Services Agreements" shall mean the Miscellaneous Services Agreement, the Route Management Agreement, the Equipment Housing and Facilities Management Agreement, the Facilities and Equipment Lease Agreement, the Global Backbone Network Services Agreement, the Operating Entities Services Agreement and the X.75 Interconnect Management Agreement. "Shareholder Obligations" shall mean the obligations of the relevant Party as a direct shareholder of a JV Entity and any other obligation of a Party under an Operative Agreement specifically identified as a "Shareholder Obligation" in such Operative Agreement. "Shareholders Agreements" shall mean the GBN Shareholders Agreement, the ROW Shareholders Agreement and the ROE Shareholders Agreement. "Special Deadlock Matter" shall mean a Deadlock with respect to any of the following items: (i) approval by the Global Venture Board of the Global Venture Strategic Plan during the process conducted annually pursuant to Section 16.1(b); (ii) approval by the ROW Board of the ROW Business Plan during the - xxv - process conducted annually pursuant to Section 16.1(c); (iii) approval by the ROE Board of the ROE Business Plan during the process conducted annually pursuant to Section 16.1(c); or (iv) following the third anniversary of the Closing Date, appointment or removal of the Chief Executive Officer of the ROW Parent Entity upon, in the cases referred to in clauses (ii), (iii) and (iv), the giving of the notice referred to in Section 8.5(b), subject to Sections 8.5(c) and 8.5(j). "Sprint Change of Control" shall mean a "Change of Control" as defined in Article I of the Investment Agreement. "Sprint Continuing Director" shall mean any Sprint Director who is unaffiliated with FT, DT and their "affiliates" and "associates" (as each such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and was a Sprint Director prior to the time that FT, DT or any of their Affiliates became an Interested Stockholder (as such term is defined in the Fair Price Provisions), and any successor of a Sprint Continuing Director if any such successor is not affiliated with any such Interested Stockholder, and is recommended or elected to succeed a Sprint Continuing Director by a majority of Sprint Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting of Sprint Directors at which at least seven Sprint Continuing Directors are present. "Sprint Director" shall mean a member of the board of directors of Sprint. "Sprint GBN Assets" shall mean those assets, if any, of Sprint and its Affiliates which the Parties identify as Sprint GBN Assets on or prior to the Closing Date. "Sprint GBN Liabilities" shall mean those obligations, responsibilities and liabilities, if any, of Sprint and its Affiliates which the Parties identify as Sprint GBN Liabilities on or prior to the Closing Date. "Sprint Intellectual Property Agreements" shall mean the Intellectual Property Agreements to be mutually agreed to by the Parties and entered into by Sprint and its Contributing Affiliates and the GBN Group, the ROW Group and the ROE Group, respectively, pursuant to Section 15.19. "Sprint International Assets" shall mean the Sprint GBN Assets, the Sprint ROW Assets and the Sprint ROE Assets. "Sprint International Liabilities" shall mean the Sprint GBN Liabilities, the Sprint ROW Liabilities and the Sprint ROE Liabilities. "Sprint Parties" shall mean (i) Sprint and Sprint Sub, (ii) any other Qualified Venture Subsidiary of the Sprint Parties, and (iii) any Permitted Transferee of Sprint or Sprint Sub or any other Qualified Venture Subsidiary of the Sprint Parties, upon - xxvi - execution by such Person of a counterpart to this Agreement to the extent required pursuant to Section 19.2. "Sprint ROE Assets" shall mean those assets of Sprint and its Affiliates which the Parties identify as Sprint ROE Assets on or prior to the Closing Date. "Sprint ROE Liabilities" shall mean those obligations, responsibilities and liabilities of Sprint and its Affiliates which the Parties identify as Sprint ROE Liabilities on or prior to the Closing Date. "Sprint ROW Assets" shall mean those assets of Sprint and its Affiliates which the Parties identify as Sprint ROW Assets on or prior to the Closing Date. "Sprint ROW Liabilities" shall mean those obligations, responsibilities and liabilities of Sprint and its Affiliates which the Parties identify as Sprint ROW Liabilities on or prior to the Closing Date. "Sprint Transfer Agreements" shall mean the Transfer Agreements to be mutually agreed to by the Parties and entered into by Sprint and its Contributing Affiliates and the GBN Group, the ROW Group and the ROE Group, respectively, pursuant to Section 15.18. "Sprint Venture Interests" shall mean the Venture Interests of the Sprint Parties. "Spun-Off Entity" shall mean any entity resulting from a spin off or other pro rata distribution of equity interests by Sprint, including any Permitted Spun-Off Entity (as defined in the Investment Agreement). "Stockholders' Agreement" shall mean the Stockholders' Agreement among Sprint, FT and DT, dated as of the Closing Date, substantially in the form of Exhibit D to the Investment Agreement (and all exhibits thereto). "Strategic Merger" shall have the meaning set forth in Article I of the Investment Agreement. "Subsidiary" shall mean, 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 individuals performing similar functions) of such other Person, and (ii) own more than 50% of the equity interests, provided that, notwithstanding the foregoing, Atlas shall be deemed to be a Subsidiary of each of FT and DT for purposes of this Agreement. The JV Entities and their - xxvii - Subsidiaries will not be deemed Subsidiaries of Sprint, FT, DT, Atlas or their Affiliates for purposes of this Agreement. "Tax Matters Agreement" shall mean the Tax Matters Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.33. "Third Party Approval" shall mean the Approval of any Person other than a Governmental Authority, a Party or its Affiliates or a JV Entity. "Tie-Breaking Party" shall mean the FT/DT Parties when the FT/DT Parties have the Tie-Breaking Vote, and the Sprint Parties when the Sprint Parties have the Tie-Breaking Vote. "Tie-Breaking Vote" shall mean the rights of a Tie-Breaking Party pursuant to Section 18.1. "Transactions" shall mean the transactions contemplated by the Operative Agreements. "Transfer Agreements" shall mean the Master Transfer Agreement, the FT Transfer Agreements, the DT Transfer Agreements and the Sprint Transfer Agreements. "Transferred Assets" shall mean the FT International Assets, the DT International Assets and the Sprint International Assets. "United States" shall mean the United States of America and its territories and possessions. "Venture Interests" shall mean the equity interests in any JV Entity. "Wholly Owned" shall mean, when used to designate the ownership interest of any Person in an entity, that such Person owns directly or indirectly all of the outstanding economic interests and voting power of such entity, other than any de minimis ownership in such entity as required by Applicable Law. "Wireless Services" shall mean the provision of cellular, PCS, ESMR or paging services, mobile telecommunications services or any other voice, data or voice/data wireless services, whether fixed or mobile. The term "Wireless Services" shall not include Satellite Communications Services. "X.75 Interconnect Management Agreement" shall mean the X.75 Interconnect Management Agreement to be mutually agreed to by the Parties and entered into pursuant to Section 15.26. Section Additional Definitions. Defined Term Defined in - ------------ ---------- - xxviii - "Acquiring Party" Section 10.4(b) "Additional Capital Contributions" Section 11.3(a) "Affected Party" Section 10.5(b) "Affected Venture Interests" Section 19.3(a) "Affiliating Entity" Section 16.8(b) "Affiliating Subsidiary" Section 16.8(a) "Agreement" Introductory Paragraph "Alternative Transaction" Section 15.6 "Appraised Value" Section 17.8(a) "Approved Scope" Section 10.5(a) "Atlas" Recitals "Atlas Affiliate" Section 14.4(a) "Atlas Plan Action Subsidiary" Section 8.3(b)(i) "Breaching Party" Section 21.6(b) "Boards" Section 7.1(a) "Bundesanstalt" Section 13.2(g) "Capital Call" Section 11.3(a) "Capital Call Notice" Section 11.3(b) "Capital Call Period" Section 11.3(b) "Competing Business" Section 10.2(c) "Competing LD Services" Section 10.3(a)(i) "Default Put Notice Date" Section 20.11(a) "Defaulting Party" Section 20.11(a) "Defaulting Shareholder" Section 11.4(a) "DT" Introductory Paragraph "Employee-Appointed Member" Section 10.2(b)(ii) "EU" Section 13.1(a)(vi)(A) "Excess Activity" Section 10.5(b) "Final Award" Section 21.6(c) "First Bidder" Section 20.7(d) "First Cure Period" Section 11.4(a) "First Offer" Section 19.3(a) "First Offer Procedures" Section 10.3(d) "FT" Introductory Paragraph "FT/DT Major Competitor Put Notice Date" Section 20.11(c) "FT/DT Protected Parties" Section 15.9(a) "Funding Breach" Section 11.4(a) "Funding Deadlock" Section 16.1(g) "Funding Default" Section 11.4(b) "Funding Extension Commitment" Section 16.1(g) "Funding Extension Deadline" Section 16.1(g) "Funding Principles" Section 8.2(c) "GBN Non-Proposing Party" Section 8.1(b) "GBN Proposing Party" Section 8.1(a) "GBN Special Matter Project" Section 8.1(a) "GBN Special Matter Subsidiary" Section 8.1(a)(i) "Governing Body" Section 10.2(b)(i) "Government-Appointed Member" Section 10.2(b)(ii) "ICC Court" Section 21.1(c) "ICC Rules" Section 21.1(c) "Impasse" Section 8.5(f) "Indemnifying Parties" Section 15.9(g) "Initial Offer" Section 20.7(a) - xxix - "Initial Venture Business" Section 2.1(b) "Material Non-Funding Breach" Section 21.6(b) "Material Non-Funding Breach Finding" Section 21.6(b) "Material Non-Funding Default" Section 20.2(b) "MOU" Recitals "NAFTA Plan Action Project" Section 8.2(a) "Non-Defaulting Party" Section 20.3(b) "Non-Defaulting Shareholder" Section 11.4(b) "Non-Transferring Party" Section 17.7 "Notice Parties" Section 21.1(e) "Offeree Party" Section 19.3(a) "Offering Date" Section 19.3(a) "Parent" Definition of "Subsidiary" in Section 1.1 "Partial Award" Section 21.6(a) "Permitted Transferee" Section 19.2 "Proposed Business Plan" Section 16.1(c) "Proposed Strategic Plan" Section 16.1(b) "Protected Parties" Section 15.9(b) "Review Period" Section 15.36 "ROE Plan Action Project" Section 8.3(a) "Second Cure Period" Section 11.4(c) "Section 10 Affiliate" Section 10.2(c) "Section 21.1 Agreement" Definition of "Dispute" in Section 1.1 "Selling Party" Section 19.3(a) "Sprint" Introductory Paragraph "Sprint Major Competitor Put Notice Date" Section 20.11(b) "Sprint Offer Date" Section 17.2(a) "Sprint Offer Rejection Date" Section 17.2(b) "Sprint Plan Action Subsidiary" Section 8.2(b)(i) "Sprint Protected Parties" Section 15.9(b) "Sprint Put Notice Date" Section 17.3(a) "Sprint Sub" Introductory Paragraph "Telmex" Section 10.4(q) "Telmex Alliance" Section 10.4(q) "Termination Condition" Section 20.3 "Termination Notice" Section 20.3(a) "Transferee Party" Section 19.3(a) "Transferring Party" Section 17.7 "Transition Plan" Section 22.2 "Unlisted Governmental Approval" Section 15.12(d) "Unrelated Representatives" Section 10.2(c) "Value Opinion" Section 17.8(b) "Venture Business" Section 2.1(d) Section Interpretation and Construction of this Agreement. The definitions in Sections 1.1 and 1.2 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall - xxx - 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, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. The table of contents and 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, 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). Any reference in this Agreement to a "day" or a number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given, on the next Business Day. In the event of a conflict between any provision of a Constituent Document and any provision of any Operative Agreement, the Parties agree to cause the provision of the Constituent Document to be amended to conform to the relevant provision of such Operative Agreement to the fullest extent permitted by Applicable Law. ARTICLE 2. THE JOINT VENTURE Section 2.1. Purpose and Scope. ----------------- The Parties agree to establish the Joint Venture and the JV Entities in accordance with the Operative Agreements. The Parties intend that the Joint Venture will be the principal embodiment and global reference point of the International Telecommunications Services Business of the Parties. To the extent not prohibited by Applicable Law, the Parties agree that the initial telecommunications services to be provided by the Joint Venture (such services, together with any Investments or Participations in National Operations or Public Telephone Operators described in the second paragraph of this Section 2.1(b) and the activities described in Section 2.1(c), are referred to herein as the "Initial Venture Business") shall consist of the services to be Offered by the Joint Venture pursuant to Services Agreements. The Initial Venture Business consists of telecommunications services within the following categories: - xxxi - (i) the provision of global international data, voice and video business services for multinational companies and business customers; (ii) the provision of international services for consumers, initially based on card services for travelers; and (iii) the provision of carrier's carrier services. The Initial Venture Business shall also include Investments or Participations in National Operations and Public Telephone Operators to the extent agreed to by the Parties prior to the Closing. The Initial Venture Business may be further defined by the Global Venture Board. (c) To the extent provided in the Services Agreements, the Joint Venture will also be a nonexclusive sales representative with respect to the products and services of FT, DT and Sprint set forth on Schedule 2.1(c). (d) Although the Joint Venture and the JV Entities initially will conduct only the Initial Venture Business, the Parties' long term objective is for the Joint Venture and the JV Entities to provide a range of services on a global basis within the International Telecommunications Services Business as may be decided by the Global Venture Board or as otherwise provided in this Agreement. The Joint Venture may also Offer telecommunications equipment and may make investments in National Operations or Public Telephone Operators pursuant to and in compliance with Article 10 (the Initial Venture Business, as modified pursuant to this Section 2.1(d), is referred to herein as the "Venture Business"). Section 2.2. Structure of the Joint Venture. ------------------------------ (a) The Parties agree that, except as prohibited by Applicable Law or as otherwise provided in the Operative Agreements, the Venture Business will be conducted as described below: (i) in the case of the Venture Business in the ROW Territory, exclusively through the ROW Group consisting of one or more JV Entities formed to engage in the Venture Business in one or more countries within the ROW Territory or through one or more distributors or agents as provided in the Operative Agreements; (ii) in the case of the Venture Business in the ROE Territory, exclusively through the ROE Group consisting of one or more JV Entities formed to engage in the Venture Business in one or more countries within the ROE Territory or through one or more distributors or agents as provided in the Operative Agreements; and - xxxii - (iii) in the case of the GBN Business, through the GBN Group. (b) The Parties also agree that, except as prohibited by Applicable Law or as otherwise provided in the Operative Agreements: (1) FT, DT and their respective Subsidiaries (other than Atlas and its Subsidiaries) will each be non-exclusive distributors of the JV Services in France and Germany; (2) Sprint will be the exclusive distributor of the JV Services in its Home Country; and (3) each Party will supply certain products and services to the Joint Venture pursuant to and in accordance with the other Operative Agreements to which it is a party. Each of FT and DT further agrees that if (i) Atlas shall provide any product or service to the Joint Venture under a Services Agreement and (ii) such Services Agreement further expressly contemplates that such product or service shall be made available by it to Atlas in order to permit Atlas to perform such obligation, it shall cause such product or service to be so made available to Atlas. Sprint further agrees that if (x) Sprint Sub shall provide any product or service to the Joint Venture under a Services Agreement and (y) such Services Agreement further expressly contemplates that such product or service shall be made available by it to Sprint Sub in order to permit Sprint Sub to perform such obligation, it shall cause such product or service to be so made available to Sprint Sub. ARTICLE 3. THE GLOBAL VENTURE BOARD, THE GLOBAL VENTURE COMMITTEE AND THE GLOBAL VENTURE OFFICE Section 3.1. Composition and Responsibilities of the Global Venture Board. (a) The Parties agree to constitute, effective on the date hereof or as soon thereafter as reasonably practicable, a Global Venture Board consisting of, except as provided in Section 18.1, one voting representative designated by each of Sprint, FT and DT. It is contemplated that the Global Venture Board will be composed of the highest ranking senior officer of each of Sprint, FT and DT. (b) On the Closing Date and annually thereafter, the Global Venture Board shall elect a Chairman in accordance with procedures to be agreed to by the Parties on or prior to the Closing Date. (c) The Global Venture Board will establish policy for and exercise oversight over each Regional Operating Group and the GBN Group. Without limiting the generality of the foregoing, the Global Venture Board will have authority and responsibility for the following matters: - xxxiii - (i) until the Closing Date, planning and preparing for the formation of the Joint Venture; (ii) final approval of each Global Venture Strategic Plan; (iii) monitoring (A) the conformity of the operations of the Regional Operating Groups and the GBN Group with (1) their respective Business Plans, (2) the Global Venture Strategic Plan, and (3) the Global Policies, and (B) subject to Section 9.2, the conformity of the operations related to the Venture Business of FT, DT, Atlas, Sprint and Sprint Sub with (1) the Global Venture Strategic Plan and (2) the Global Policies; (iv) inclusion of new participants in the Joint Venture; (v) formation of any JV Entity other than a GBN Entity, an ROW Entity or an ROE Entity; (vi) subject to the right of a Party to implement a NAFTA Plan Action or an ROE Plan Action, determining the timing of and manner in which services within the scope of the International Telecommunications Services Business will be provided by the Joint Venture; (vii) adopting for the Joint Venture and the JV Entities the following policies, principles and standards regarding: (A) uniform standards for product development and management; (B) coherent marketing and sales force organization standards and common brands; (C) principles of global account management to motivate the Parties, the JV Entities and their respective employees as appropriate; (D) transfer pricing standards; (E) principles to ensure that the acquisitions, investments and other operations of the Regional Operating Groups and the GBN Group (and the operations of FT and DT (through Atlas) and Sprint and Sprint Sub in the relevant Home Countries relating to the Joint Venture) are consistent with the Global Policies; - xxxiv - (F) principles to ensure coherent business development; (G) principles to ensure coherent intellectual property management and development within the Joint Venture; (H) programs to develop, and specifications of, global platforms, including principles designed to establish coherent billing, services, administration and maintenance procedures; (I) uniform service levels and standards for each service within the scope of the Joint Venture; (J) network planning standards to ensure adequate capacity and seamless services worldwide; (K) the principles of the design, planning, administration and maintenance of the Global Backbone Network, which principles shall be developed in coordination with the GBN Group; (L) overall personnel and compensation policies: (A) to create incentives for employees to seek the success of the Joint Venture, rather than of any one of the JV Entities; and (B) to facilitate the transfer of employees among the various regions; (M) accounting and tax principles; (N) policies regarding the coordination of ethical and legal compliance policies of the Regional Operating Groups and the GBN Group; (O) principles designed to ensure that a balanced representation of the Sprint Parties and the FT/DT Parties exists among the key officers of the Regional Operating Groups and the GBN Group; and (P) policies supporting the marketing and product development needs of the Global Backbone Network, the ROW Group and the ROE Group (and of FT, DT and Atlas and Sprint and Sprint Sub in the relevant Home Countries relating to the Venture Business); (viii) resolving Deadlocks; (ix) approval of any investment by a JV Entity in a National Operation or Public Telephone Operator; (x) approval of any Affiliation Agreement between a JV Entity and a National Operation or a Public Telephone Operator; - xxxv - (xi) the selection of Certified Public Accountants for the JV Entities; and (xii) any other matter which has been assigned to the Global Venture Board pursuant to the terms of this Agreement or any other Operative Agreement. (d) Consistent with Section 3.1(c), the Parties agree, and shall give instructions to their respective representatives on the Global Venture Board, that the purpose of the Global Venture Board is to establish and resolve matters of policy and not engage in the management of the JV Entities, which management shall be effected in accordance with the Global Policies and the Business Plans by the Governing Boards and the management of each JV Entity without referring, unless required pursuant to this Agreement or the other Operative Agreements, such matters to the Global Venture Board. (e) No Global Policy shall change the rights or obligations of the Parties under any Operative Agreement. Section 3.2. Responsibility for Global and Regional Functions. The Parties have allocated to the ROW Group and the ROE Group certain global functions as listed in Schedule 3.2 hereto. For each global function, a corresponding regional function (i) in the ROE Territory will be allocated to the ROE Parent Entity and (ii) in the ROW Territory will be allocated to the ROW Parent Entity. Atlas will perform the global functions and regional functions allocated to the ROE Group, as a legal entity, pursuant to the Atlas/ROE Services Agreement, a contract between Atlas and the ROE Group which will set out, among other things, the scope of services to be provided by Atlas, the compensation to be paid for such services, and transition arrangements consistent with the Transition Plan pursuant to which Atlas will continue to provide services for a transitional period (of up to a maximum of five years) to the Joint Venture in the event of a termination of the Joint Venture. Subject to Sections 18.1(a)(v) and (vi), the Global Venture Board may from time to time create new global functions, delete existing global functions or change the allocation of any global functions. Section 3.3. Global Staff. The Global Venture Board shall have the authority to appoint such staff as it may determine is desirable in order to support the performance of the functions of the Global Venture Board and the Global Venture Committee. The responsibilities of such staff shall be determined by the Global Venture Board. Section 3.4. Delegation of Authority by the Global Venture Board. The Global Venture Board is expressly empowered to delegate from time to time such of its authorities and responsibilities under this Agreement and the other Operative Agreements as it may determine to the Global Venture Committee or the Global Venture Office, upon such terms and conditions as the - xxxvi - Global Venture Board may determine; provided that the Global Venture Board shall not delegate to the Global Venture Committee or the Global Venture Office its authority or responsibility with respect to the matters described in Section 3.1(c)(ii) or (iv) and shall not delegate to the Global Venture Office its authority or responsibility with respect to the matters described in Section 3.1(c)(vi), (vii) or (x). Section 3.5. Formation of Regional Networks. The Parties have agreed that the relevant ROE Entity or ROE Entities will establish and own a Pan- European Network as provided in Section 5.1(b) and that the relevant ROW Entity or ROW Entities may establish one or more regional networks in the ROW Territory as provided in Section 4.1(b). The Parties agree that, except as set forth in Sections 3.1(c) and (d) and as to technical standards for interconnection and as necessary in the judgment of the Global Venture Board to ensure uniform and seamless delivery of services of the Joint Venture, the relevant Regional Operating Group shall be responsible for planning, operating and managing the Pan-European Network and any ROW regional network. Section 3.6 Composition and Responsibilities of the Global Venture Committee. (a) The Parties agree to constitute, effective on the date hereof or as soon thereafter as reasonably practicable, a Global Venture Committee consisting of, except as provided in Section 18.1, or as otherwise determined by action of the Global Venture Board, (i) two representatives designated by each of the representatives on the Global Venture Board, which Persons shall be voting representatives on the Global Venture Committee, and (ii) the Chief Executive Officer of the ROW Parent Entity and the two Chief Executive Officers of Atlas, which Persons shall be nonvoting members of the Global Venture Committee. The Global Venture Board may increase or decrease the number of voting members of the Global Venture Committee at any time, provided that each representative on the Global Venture Board shall be entitled to designate an equal number of voting representatives. (b) On the Closing Date and annually thereafter, the Global Venture Committee shall elect a Chairman in accordance with procedures to be agreed to by the Parties on or prior to the Closing Date. Unless otherwise agreed by the Parties, the Chairman of the Global Venture Committee shall be one of the representatives on the Global Venture Committee of the Party which the Chairman of the Global Venture Board represents. (c) The Global Venture Committee shall have such authorities and responsibilities as may be delegated to it pursuant to Section 3.4 by the Global Venture Board or as may be granted to it pursuant to this Agreement. (d) The Global Venture Committee is expressly empowered to delegate from time to time such of its authorities - xxxvii - and responsibilities under this Agreement and the other Operative Agreements as it may determine to the Global Venture Office, upon such terms and conditions as the Global Venture Committee may determine; provided that the Global Venture Committee shall not delegate to the Global Venture Office any authority or responsibility with respect to the matters described in Section 3.1(c)(vi), (vii) or (x) which may be delegated to the Global Venture Committee by the Global Venture Board. Section 3.7. Composition and Responsibilities of the Global Venture Office. (a) The Parties agree to constitute, effective on the Closing Date or as soon as reasonably practicable thereafter, the Global Venture Office consisting of, except as provided in Section 18.1 or as may otherwise be determined by action of the Global Venture Board, the Chief Executive Officer of the ROW Parent Entity and the two Chief Executive Officers of Atlas. (b) On the Closing Date and annually thereafter, the Global Venture Office shall elect a Chairman who shall be one of the members of the Global Venture Office. Unless otherwise agreed by the Parties, the position of Chairman shall be filled in accordance with procedures to be agreed to by the Parties on or prior to the Closing Date. (c) The Global Venture Office shall have such authorities and responsibilities as may be delegated to it by the Global Venture Board pursuant to Section 3.4 or the Global Venture Committee pursuant to Section 3.6(d) or as may be granted to it pursuant to this Agreement. Section 3.8. Senior Strategic Planning Officer. The Senior Strategic Planning Officer shall have such authorities and responsibilities as may be delegated to such officer by the Global Venture Board through the Global Venture Office or as may be granted to such officer pursuant to this Agreement, provided that the Global Venture Board shall not delegate to the Senior Strategic Planning Officer any authority or responsibility which it would not have the right to delegate to the Global Venture Committee or the Global Venture Office pursuant to Section 3.4. The Senior Strategic Planning Officer shall report to the Global Venture Office. The Global Venture Office shall establish a Strategic Planning Committee to assist the Senior Strategic Planning Officer. The Senior Strategic Planning Officer shall be the Chairman of such committee, the members of which shall include such officers and employees of the ROW Group and the ROE Group as shall be appointed by the Global Venture Office. Section 3.9. Expenses of Global Venture Board, Global Venture Committee and Global Venture Office, Etc. Unless otherwise determined by the Parties, Sprint, FT and DT shall each pay one-third of the expenses of each of the Global Venture Board, the Global Venture Committee, the Global Venture Office - xxxviii - and the Strategic Planning Committee in accordance with such procedures as may be established by the Global Venture Board. Section 3.10. General Governance Provisions. ----------------------------- (a) The Global Venture Board, the Global Venture Committee and the Global Venture Office shall operate in accordance with the general governance provisions contained in Article 7. (b) Subject to Sections 18.1(a)(v) and (vi), the Global Venture Board is expressly empowered to, from time to time: (i) change or rescind any of the provisions applicable to the Global Venture Committee, the Global Venture Office, the Senior Strategic Planning Officer or the Strategic Planning Committee contained in Article 7; (ii) abolish the Global Venture Committee, the Global Venture Office, the position of Senior Strategic Planning Officer or the Strategic Planning Committee; (iii) modify the composition of the Global Venture Committee, the Global Venture Office or the Strategic Planning Committee; or (iv) to the extent permitted by Sections 3.4 and 3.8, change or rescind the authorities and responsibilities granted, directly or indirectly, to the Global Venture Committee, the Global Venture Office, the Strategic Planning Committee or the Senior Strategic Planning Officer pursuant to this Agreement; provided that while a Party has the Tie-Breaking Vote, no action shall be taken by the Global Venture Board with respect to the matters described in clause (i), (ii), (iii) or (iv) to the extent they relate to the Global Venture Committee, unless such action is taken by a unanimous vote of all members of the Global Venture Board at a meeting at which all members are present in person or by proxy. ARTICLE 4. THE ROW GROUP Section 4.1. Purpose and Scope of the ROW Group. ---------------------------------- (a) Subject to Sections 3.1(c) and (d), the relevant ROW Entities shall conduct the Venture Business in the ROW Territory in accordance with the Business Plan of the ROW Group (subject to Section 8.2) and the Global Policies, including: (i) providing services within the scope of the Venture Business, either directly or through distributors or agents, to its customers, the other JV Entities and the Parties within the ROW Territory; (ii) business development within the scope of the Venture Business the ROW Territory; (iii) marketing and delivering in the ROW Territory the products and services provided by the Global - xxxix - Backbone Network, either directly or through distributors or agents; (iv) investments in, and the operation and management of, National Operations and Public Telephone Operators within the ROW Territory as provided in Section 10.3(f); (v) performing the agreements and arrangements to be performed by them according to the relevant Operative Agreements; and (vi) administration of the ROW Group, subject to the allocation of global functions as provided in Section 3.2. (b) The ROW Group may establish one or more regional networks in accordance with such policies, strategies and standards as shall be agreed upon by the Parties. (c) The ROW Group may enter into an agreement with Sprint or any of its Affiliates pursuant to which one or more ROW Entities will agree to manage any International Telecommunications Services Business of Sprint or any of its Affiliates not transferred to a JV Entity pursuant to the Master Transfer Agreement. Section 4.2. Formation of the ROW Parent Entity. (a) As promptly as practicable following the date of this Agreement, the Sprint Parties and the FT/DT Parties shall take all steps necessary to form the ROW Parent Entity in such form of organization and under the laws of such jurisdiction as agreed to by the Parties. (b) Prior to the Closing Date, the ROW Parent Entity shall not (i) conduct any business operations whatsoever, or (ii) enter into any Contract of any kind, acquire any assets or incur any liabilities, in each case except as may be approved in writing by the Parties and except for organizational expenses as may be approved in writing by the Parties. If this Agreement is terminated prior to the Closing Date, the ROW Parent Entity shall be dissolved. (c) The name and the initial principal place of business of the ROW Parent Entity shall be specified in its Constituent Documents or in the ROW Shareholders Agreement. The ROW Parent Entity's offices shall be separate from the offices of the Parties, except as otherwise agreed by the Parties. The principal place of business of the ROW Parent Entity may be transferred to such other place as may be designated by the Parties. - xl - (d) Except as otherwise provided herein or in the ROW Shareholders Agreement, the ROW Constituent Documents or the Tax Matters Agreement, Sprint Sub shall in the aggregate own directly or indirectly 50% of the voting equity interests of the ROW Parent Entity, and Atlas shall in the aggregate own directly or indirectly 50% of the voting equity interests of the ROW Parent Entity. The Parties acknowledge that the Tax Matters Agreement or the ROW Shareholders Agreement may provide that Sprint, FT and DT may hold, directly or indirectly, the equity interests in the ROW Parent Entity. Section 4.3. Composition of the ROW Board. (a) The ROW Parent Entity shall be managed by the ROW Board, which shall consist of four voting representatives and two nonvoting representatives. Except as provided herein or in the ROW Shareholders Agreement or the ROW Constituent Documents, Sprint Sub shall be entitled to designate two voting representatives to the ROW Board, and Atlas shall be entitled to designate two voting and two nonvoting representatives to the ROW Board; provided that to the extent Applicable Law does not permit nonvoting representatives to serve on the ROW Board, Atlas may designate a number of persons equal to the number of nonvoting representatives which it would otherwise be entitled to designate pursuant to this Section 4.3(a), which persons shall be entitled to attend all meetings of the ROW Board but shall not be entitled to vote on any issue considered by the ROW Board. Except as otherwise determined by the Global Venture Board, the Sprint Parties agree to cause at least one of the voting representatives designated by Sprint Sub to serve on the ROW Board to also serve as a voting representative on the GBN Board and the ROE Board, and the FT/DT Parties agree to cause at least one of the voting representatives designated by Atlas to serve on the ROW Board to also serve as a voting representative on the GBN Board and the ROE Board. In each election of voting representatives, Atlas and Sprint Sub shall vote their equity interests in the ROW Parent Entity to effect the election of the ROW Board nominees so designated. Each of the Parties agrees to cause its designated representatives on the ROW Board to act in accordance with the Business Plan of the ROW Group (except as contemplated by Section 8.2) and the Global Policies. (b) Promptly after the formation of the ROW Parent Entity, the ROW Board shall elect a Chairman who shall serve in such capacity until the Closing Date. On the Closing Date and annually thereafter, the ROW Board shall elect a Chairman in accordance with procedures to be agreed to by the Parties on or prior to the Closing Date. (c) Subject to Applicable Law, the ROW Board shall operate in accordance with the general governance provisions contained in Article 7. - xli - Section 4.4. Actions Requiring Unanimous Vote. Notwithstanding anything in Section 7.1(c) to the contrary and subject to Sections 8.2 and 18.1, the following matters shall require the affirmative vote of all voting representatives on the ROW Board: (a) final approval of a Business Plan or any other Plan Action with respect to the ROW Group; (b) approval of any transactions or series of related transactions (excluding the execution and performance of any Operative Agreement and any amendment to any Operative Agreement) between any ROW Entity and any of the Parties or their respective Affiliates or any material amendments to such approved transactions, except for Exempt Related Party Transactions; (c) changes in share capitalization of any ROW Entity; (d) admission to any ROW Entity of any Person other than the Parties or, except as specifically provided herein or in the ROW Shareholders Agreement or the ROW Constituent Documents, the issuance of any equity interest in any ROW Entity to any Person; (e) any amendment to the ROW Constituent Documents; (f) material decisions regarding the ROW Group technology or network architecture which would have a material effect on the ability of the JV Entities to provide seamless global telecommunication services in accordance with the terms of and as contemplated by this Agreement and the other Operative Agreements; (g) formation of any ROW Entity, unless permitted without the affirmative vote of all voting representatives on the ROW Board pursuant to the ROW Shareholders Agreement or the ROW Constituent Documents; (h) voluntary dissolution or winding-up of any ROW Entity or voluntary initiation by and with respect to any ROW Entity of bankruptcy or similar proceedings, unless permitted without the affirmative vote of all voting representatives on the ROW Board pursuant to the ROW Shareholders Agreement or the ROW Constituent Documents; (i) the declaration or payment of any dividend or other distribution by any ROW Entity (whether in cash or property or by issuance of equity interests in any ROW Entity) or the direct or indirect redemption, retirement, purchase or other acquisition of any equity interests in any ROW Entity by such ROW Entity, except to the extent such dividend, distribution, redemption, retirement, purchase or other acquisition (x) is required pursuant to the terms of such equity interests or (y) is permitted without the affirmative vote of all the voting - xlii - representatives on the ROW Board pursuant to the ROW Shareholders Agreement or the ROW Constituent Documents; (j) an investment by any ROW Entity in a National Operation or a Public Telephone Operator pursuant to Section 10.3(f); (k) any amendment to an Operative Agreement to which any ROW Entity is a party; (l) subject to Section 16.8(d), approval of the terms and conditions of any Affiliation Agreement to which any ROW Entity is a party and any material amendment of such terms and conditions; (m) approval of the terms and conditions of any management agreement pursuant to Section 4.1(c); and (n) any action described in any other Operative Agreement or other agreement relating to the Joint Venture to which a JV Entity within the ROW Group is a party which expressly requires such action to be approved by unanimous action of the ROW Board. Section 4.5. ROW Officers. The principal officers of the ROW Parent Entity shall consist of a Chief Executive Officer and such other officers as may be appointed by the ROW Board in accordance with this Section 4.5. Until the third anniversary of the Closing Date, the Chief Executive Officer of the ROW Parent Entity shall be appointed and removed exclusively by the ROW Board representatives designated by the Sprint Parties after consultation with the FT/DT Parties, provided that the ROW Board representatives designated by the FT/DT Parties may appoint and remove the Chief Executive Officer of the ROW Parent Entity during such time as the FT/DT Parties have the Tie-Breaking Vote. Following the third anniversary of the Closing Date, subject to Section 18.1, the Chief Executive Officer of the ROW Parent Entity shall be appointed and removed by unanimous action of the ROW Board. Subject to Section 18.1, all other principal officers of the ROW Parent Entity shall be appointed by unanimous action of the ROW Board. The Chief Executive Officer of the ROW Parent Entity will propose persons, with the concurrence of the Global Venture Office, to be considered by the ROW Board for such positions. The principal officers of the ROW Parent Entity will report to the Chief Executive Officer of the ROW Parent Entity. Section 4.6. Other ROW Entities. One or more ROW Parent Entities may be established pursuant to the Tax Matters Agreement. If the Tax Matters Agreement provides for more than one ROW Parent Entity, the Parties shall designate one ROW Entity as the ROW Parent Entity for purposes of approving the matters described in Section 4.4. The ROW Board may also establish from time to time one or more additional ROW Entities in order to conduct the business of the ROW Group in one or more countries - xliii - within the ROW Territory. Each such ROW Entity shall be a Wholly Owned Subsidiary of the ROW Parent Entity, unless after taking into account tax, regulatory, business and other considerations which they deem relevant, the Parties determine that such ROW Entity should be owned directly or indirectly by Sprint, FT and DT. Except as provided herein or in the ROW Shareholders Agreement, the ROW Constituent Documents or the Tax Matters Agreement, if such ROW Entity is owned directly or indirectly by Sprint, FT and DT, (i) Sprint shall in the aggregate own directly or indirectly 50% of the voting equity interests in such ROW Entity and FT and DT shall in the aggregate own directly or indirectly 50% of the voting equity interests in such ROW Entity, and (ii) the governance structure for such ROW Entity shall be identical to the governance structure for the ROW Parent Entity as provided in the ROW Shareholders Agreement. The Parties will take all necessary or appropriate actions to maintain the governance rights of the Parties with respect to the ROW Parent Entity and each other ROW Entity as set forth in this Agreement, the ROW Shareholders Agreement and the ROW Constituent Documents. ARTICLE 5. THE ROE GROUP Section 5.1. Purpose and Scope of the ROE Group. (a) Subject to Sections 3.1(c) and (d), the relevant ROE Entities shall conduct the Venture Business in the ROE Territory in accordance with the Business Plan of the ROE Group (subject to Section 8.3) and the Global Policies, including: (i) providing services within the scope of the Venture Business, either directly or through distributors or agents, to its customers, the other JV Entities and the Parties within the ROE Territory; (ii) business development within the scope of the Venture Business within the ROE Territory; (iii) marketing and delivering in the ROE Territory the products and services provided by the Global Backbone Network, either directly or through distributors or agents; (iv) investments in, and the operation and management of, National Operations and Public Telephone Operators within the ROE Territory as provided in Section 10.3(f); (v) performing the agreements and arrangements to be performed by them according to the relevant Operative Agreements; and - xliv - (vi) administration of the ROE Group, subject to the allocation of global functions as provided in Section 3.2. (b) The ROE Group will establish the Pan-European Network in accordance with such policies, strategies and standards as shall be agreed upon by the Parties. Section 5.2. Formation of the ROE Parent Entity. (a) As promptly as practicable following the date of this Agreement, the Sprint Parties and the FT/DT Parties shall take all steps necessary to form the ROE Parent Entity in such form of organization and under the laws of such jurisdiction as agreed to by the Parties. (b) Prior to the Closing Date, the ROE Parent Entity shall not (i) conduct any business operations whatsoever, or (ii) enter into any Contract of any kind, acquire any assets or incur any liabilities, in each case except as may be approved in writing by the Parties and except for organizational expenses as may be approved in writing by the Parties. If this Agreement is terminated prior to the Closing Date, the ROE Parent Entity shall be dissolved. (c) The name and the initial principal place of business of the ROE Parent Entity shall be specified in its Constituent Documents or in the ROE Shareholders Agreement. The ROE Parent Entity's offices shall be separate from the offices of the Parties, except as otherwise agreed by the Parties. The principal place of business of the ROE Parent Entity may be transferred to such other place as may be designated by the Parties. (d) Except as otherwise provided herein or in the ROE Shareholders Agreement, the ROE Constituent Documents or the Tax Matters Agreement, Sprint Sub shall in the aggregate own directly or indirectly 33 1/3% of the voting equity interests of the ROE Parent Entity, and Atlas shall in the aggregate own directly or indirectly 66 2/3% of the voting equity interests of the ROE Parent Entity. Section 5.3. Composition of the ROE Board. (a) The ROE Parent Entity shall be managed by the ROE Board, which shall consist of six voting representatives. Except as provided herein or in the ROE Shareholders Agreement or the ROE Constituent Documents, Sprint Sub shall be entitled to designate two voting representatives to the ROE Board, and Atlas shall be entitled to designate four voting representatives to the ROE Board. Except as otherwise determined by the Global Venture Board, the Sprint Parties agree to cause at least one of the voting representatives designated by Sprint Sub to serve on the ROE Board to also serve as a voting representative on the GBN - xlv - Board and the ROW Board, and the FT/DT Parties agree to cause at least one of the voting representatives designated by Atlas to serve as a voting representative on the ROE Board to also serve as a voting representative on the GBN Board and the ROW Board. In each election of voting representatives, Atlas and Sprint Sub shall vote their equity interests in the ROE Parent Entity to effect the election of the ROE Board nominees so designated. Each of the Parties agrees to cause its designated representatives on the ROE Board to act in accordance with the Business Plan of the ROE Group (except as contemplated by Section 8.3) and the Global Policies. (b) Promptly after the formation of the ROE Parent Entity, the ROE Board shall elect a Chairman who shall serve in such capacity until the Closing Date. On the Closing Date and annually thereafter, the ROE Board shall elect a Chairman in accordance with procedures to be agreed to by the Parties on or prior to the Closing Date. (c) Subject to Applicable Law, the ROE Board shall operate in accordance with the general governance provisions contained in Article 7. Section 5.4. Actions Requiring Unanimous Vote. Notwithstanding anything in Section 7.1(c) to the contrary and subject to Sections 8.3 and 18.1, the following matters shall require the affirmative vote of all voting representatives on the ROE Board: (a) final approval of a Business Plan or any other Plan Action with respect to the ROE Group; (b) approval of any transactions or series of related transactions (excluding the execution and performance of any Operative Agreement and any amendment to any Operative Agreement) between any ROE Entity and any of the Parties or their respective Affiliates or any material amendments to such approved transactions, except for Exempt Related Party Transactions; (c) changes in share capitalization of any ROE Entity; (d) admission to any ROE Entity of any Person other than the Parties or, except as specifically provided herein or in the ROE Shareholders Agreement or the ROE Constituent Documents, the issuance of any equity interest in any ROE Entity to any Person; (e) any amendment to the ROE Constituent Documents; (f) material decisions regarding the ROE Group technology or network architecture which would have a material effect on the ability of the JV Entities to provide seamless global telecommunication services in accordance with the terms of - xlvi - and as contemplated by this Agreement and the other Operative Agreements; (g) formation of any ROE Entity, unless permitted without the affirmative vote of all voting representatives on the ROE Board pursuant to the ROE Shareholders Agreement or the ROE Constituent Documents; (h) voluntary dissolution or winding-up of any ROE Entity or voluntary initiation by and with respect to any ROE Entity of bankruptcy or similar proceedings, unless permitted without the affirmative vote of all voting representatives on the ROE Board pursuant to the ROE Shareholders Agreement or the ROE Constituent Documents; (i) the declaration or payment of any dividend or other distribution by any ROE Entity (whether in cash or property or by issuance of equity interests in any ROE Entity) or the direct or indirect redemption, retirement, purchase or other acquisition of any equity interests in any ROE Entity by such ROE Entity, except to the extent such dividend, distribution, redemption, retirement, purchase or other acquisition (x) is required pursuant to the terms of such equity interests or (y) is permitted without the affirmative vote of all the voting representatives on the ROE Board pursuant to the ROE Shareholders Agreement or the ROE Constituent Documents; (j) an investment by any ROE Entity in a National Operation or a Public Telephone Operator pursuant to Section 10.3(f); (k) any amendment to an Operative Agreement to which any ROE Entity is a party; (l) subject to Section 16.8(d), approval of the terms and conditions of any Affiliation Agreement to which any ROE Entity is a party and any material amendment of such terms and conditions; and (m) any action described in any other Operative Agreement or other agreement relating to the Joint Venture to which a JV Entity within the ROE Group is a party which expressly requires such action to be approved by unanimous action of the ROE Board. Section 5.5. ROE Officers. The principal officers of the ROE Parent Entity shall consist of a Chief Executive Officer and such other officers as may be appointed by the ROE Board in accordance with this Section 5.5. The Chief Executive Officer of the ROE Parent Entity shall be appointed and removed exclusively by the ROE Board representatives designated by the FT/DT Parties after consultation with the Sprint Parties; provided that the ROE Board representatives designated by the Sprint Parties may appoint and remove the Chief Executive Officer of the ROE Parent - xlvii - Entity during such time as the Sprint Parties have the Tie-Breaking Vote. Subject to Section 18.1, all other principal officers of the ROE Parent Entity shall be appointed by unanimous action of the ROE Board. The Chief Executive Officer of the ROE Parent Entity will propose persons, with the concurrence of the Global Venture Office, to be considered by the ROE Board for such positions. The principal officers of the ROE Parent Entity will report to the Chief Executive Officer of the ROE Parent Entity. Section 5.6. Other ROE Entities. One or more ROE Parent Entities may be established pursuant to the Tax Matters Agreement. If the Tax Matters Agreement provides for more than one ROE Parent Entity, the Parties shall designate one ROE Entity as the ROE Parent Entity for purposes of approving the matters described in Section 5.4. The ROE Board may also establish from time to time one or more additional ROE Entities in order to conduct the business of the ROE Group in one or more countries within the ROE Territory. Each such ROE Entity shall be a Wholly Owned Subsidiary of the ROE Parent Entity, unless after taking into account tax, regulatory, business and other considerations which they deem relevant, the Parties determine that such ROE Entity should be owned directly or indirectly by Sprint, FT and DT. Except as provided herein or in the ROE Shareholders Agreement, the ROE Constituent Documents or the Tax Matters Agreement, if such ROE Entity is owned directly or indirectly by Sprint, FT and DT, (i) Sprint shall in the aggregate own directly or indirectly 33-1/3% of the voting equity interests in such ROE Entity and FT and DT shall in the aggregate own directly or indirectly 66-2/3% of the voting equity interests in such ROE Entity, and (ii) the governance structure for such ROE Entity shall be identical to the governance structure for the ROE Parent Entity as provided in the ROE Shareholders Agreement. The Parties will take all necessary or appropriate actions to maintain the governance rights of the Parties with respect to the ROE Parent Entity and each other ROE Entity as set forth in this Agreement, the ROE Shareholders Agreement and the ROE Constituent Documents. ARTICLE 6. THE GLOBAL BACKBONE NETWORK Section 6.1. Purpose and Scope of the GBN Group. (a) Subject to Sections 3.1(c) and (d) and Sections 6.1(b) and (c), the relevant GBN Entities shall conduct the GBN Business in accordance with the Business Plan of the GBN Group (subject to Section 8.1) and the Global Policies, including: (i) planning and operating the Global Backbone Network; - xlviii - (ii) strategic planning for the Global Backbone Network and consultation with the Regional Operating Groups, FT, DT, Atlas, Sprint and Sprint Sub and any Affiliated National Operations and Affiliated Public Telephone Operators regarding strategic plans insofar as they relate to networks or facilities interconnected with the Global Backbone Network; and (iii) administration of the GBN Group. (b) The Parties agree that the JV Services and other traffic will be progressively routed over the Global Backbone Network to the extent appropriate and as agreed by the Parties in light of the regulatory environment and existing commercial arrangements to which any of the Parties are party. (c) The Parties agree that, until such time as the Parties agree that such activities are to be conducted by the GBN Group, certain or all operational aspects of the GBN Business shall be conducted by the ROW Group and the ROE Group. During such time as any such aspects of the GBN Business are to be conducted by the ROW Group and the ROE Group, the Business Plan for the GBN Group shall set forth the allocation between the ROW Group and the ROE Group of responsibility and authority with respect to such aspects of the GBN Business. Section 6.2. Formation of the GBN Parent Entity. (a) As promptly as practicable following the date of this Agreement, the Sprint Parties and the FT/DT Parties shall take all steps necessary to form the GBN Parent Entity in such form of organization and under the laws of such jurisdiction as agreed to by the Parties. (b) Prior to the Closing Date, the GBN Parent Entity shall not (i) conduct any business operations whatsoever, or (ii) enter into any Contract of any kind, acquire any assets or incur any liabilities, in each case except as may be approved in writing by the Parties and except for organizational expenses as may be approved in writing by the Parties. If this Agreement is terminated prior to the Closing Date, the GBN Parent Entity shall be dissolved. (c) The name and the initial principal place of business of the GBN Parent Entity shall be specified in its Constituent Documents or in the GBN Shareholders Agreement. Except as provided in the GBN Shareholders Agreement, the GBN Parent Entity's offices shall be separate from the offices of the Parties, except as otherwise agreed by the Parties. The principal place of business of the GBN Parent Entity may be transferred to such other place as may be designated by the Parties. - xlix - (d) Except as otherwise provided herein or in the GBN Shareholders Agreement, the GBN Constituent Documents or the Tax Matters Agreement, Sprint Sub shall in the aggregate own directly or indirectly 50% of the voting equity interests of the GBN Parent Entity, and Atlas shall in the aggregate own directly or indirectly 50% of the voting equity interests of the GBN Parent Entity. On the second anniversary of the Closing Date and annually thereafter, the Parties will review the ownership of the GBN Parent Entity and the other GBN Entities to determine whether the ownership interests of Sprint Sub and Atlas should be adjusted. Notwithstanding the preceding sentence, no such adjustment shall be made unless in their sole discretion the Parties determine that such adjustment is appropriate. Section 6.3. Composition of the GBN Board. (a) The GBN Parent Entity shall be managed by the GBN Board, which shall consist of four voting representatives and two nonvoting representatives. Except as provided herein or in the GBN Shareholders Agreement, Sprint Sub shall be entitled to designate two voting representatives to the GBN Board, and Atlas shall be entitled to designate two voting and two nonvoting representatives to the GBN Board; provided that to the extent Applicable Law does not permit nonvoting representatives to serve on the GBN Board, Atlas may designate a number of persons equal to the number of nonvoting representatives which it would otherwise be entitled to designate pursuant to this Section 6.3(a), which persons shall be entitled to attend all meetings of the GBN Board but shall not be entitled to vote on any issue considered by the GBN Board. Except as otherwise determined by the Global Venture Board, the Sprint Parties agree to cause at least one of the voting representatives designated by Sprint Sub to serve on the GBN Board to also serve as a voting representative on the ROW Board and the ROE Board, and the FT/DT Parties agree to cause at least one of the voting representatives designated by Atlas to serve on the GBN Board to also serve as a voting representative on the ROW Board and the ROE Board. In each election of voting representatives, Atlas and Sprint Sub shall vote their equity interests in the GBN Parent Entity to effect the election of the GBN Board nominees so designated. Each of the Parties agrees to cause its designated representatives on the GBN Board to act in accordance with the Business Plan of the GBN Group (except as contemplated by Section 8.1) and the Global Policies. (b) Promptly after the formation of the GBN Parent Entity, the GBN Board shall elect a Chairman who shall serve in such capacity until the Closing Date. On the Closing Date and annually thereafter, the GBN Board shall elect a Chairman in accordance with procedures to be agreed to by the Parties on or prior to the Closing Date. - l - (c) Subject to Applicable Law, the GBN Board shall operate in accordance with the general governance provisions contained in Article 7. Section 6.4. Actions Requiring Unanimous Vote. Notwithstanding anything in Section 7.1(c) to the contrary and subject to Sections 8.1 and 18.1, the following matters shall require the affirmative vote of all voting representatives on the GBN Board: (a) final approval of a Business Plan or any other Plan Action with respect to the GBN Group; (b) approval of any transactions or series of related transactions (excluding the execution and performance of any Operative Agreement and any amendment to any Operative Agreement) between any GBN Entity and any of the Parties or their respective Affiliates or any material amendments to such approved transactions, except for Exempt Related Party Transactions; (c) changes in share capitalization of any GBN Entity; (d) admission to any GBN Entity of any Person other than the Parties or, except as specifically provided herein or in the GBN Shareholders Agreement or the GBN Constituent Documents, the issuance of any equity interest in any GBN Entity to any Person; (e) any amendment to the GBN Constituent Documents; (f) material decisions regarding the GBN Group technology or network architecture which would have a material effect on the ability of the JV Entities to provide seamless global telecommunication services in accordance with the terms of and as contemplated by this Agreement and the other Operative Agreements; (g) formation of any GBN Entity, unless permitted without the affirmative vote of all voting representatives on the GBN Board pursuant to the GBN Shareholders Agreement or in the GBN Constituent Documents; (h) voluntary dissolution or winding-up of any GBN Entity or voluntary initiation by and with respect to any GBN Entity of bankruptcy or similar proceedings, unless permitted without the affirmative vote of all voting representatives on the GBN Board pursuant to the GBN Shareholders Agreement or the GBN Constituent Documents; (i) the declaration or payment of any dividend or other distribution by any GBN Entity (whether in cash or property or by issuance of equity interests in any GBN Entity) or the direct or indirect redemption, retirement, purchase or other acquisition of any equity interests in any GBN Entity by such GBN - li - Entity, except to the extent such dividend, distribution, redemption, retirement, purchase or other acquisition (x) is required pursuant to the terms of such equity interests or (y) is permitted without the affirmative vote of all the voting representatives on the GBN Board pursuant to the GBN Shareholders Agreement or the GBN Constituent Documents; (j) any amendment to an Operative Agreement to which any GBN Entity is a party; (k) subject to Section 16.8(d), approval of the terms and conditions of any Affiliation Agreement to which any GBN Entity is a party and any material amendment of such terms and conditions; and (l) any action described in any other Operative Agreement or other agreement relating to the Joint Venture to which a JV Entity within the GBN Group is a party which expressly requires such action to be approved by unanimous action of the GBN Board. Section 6.5. GBN Officers. Subject to Section 18.1, the principal officers of the GBN Parent Entity shall consist of a Chief Executive Officer and such other officers as may be appointed by unanimous action of the GBN Board. Such officers may also be officers or employees of ROW Entities or ROE Entities. The Chief Executive Officer of the GBN Parent Entity will propose persons, with the concurrence of the Global Venture Office, to be considered by the GBN Board for such positions. The principal officers of the GBN Parent Entity will report to the Chief Executive Officer of the GBN Parent Entity. Section 6.6. Other GBN Entities. One or more GBN Parent Entities may be established pursuant to the Tax Matters Agreement. If the Tax Matters Agreement provides for more than one GBN Parent Entity, the Parties shall designate one GBN Entity as the GBN Parent Entity for purposes of approving the matters described in Section 6.4. The GBN Board may also establish from time to time one or more additional GBN Entities in order to conduct the GBN Business. Each such GBN Entity shall be a Wholly Owned Subsidiary of the GBN Parent Entity, unless after taking into account tax, regulatory, business and other considerations which they deem relevant, the Parties determine that such GBN Entity should be owned directly or indirectly by Sprint, FT and DT. Except as provided herein or in the GBN Shareholders Agreement, the GBN Constituent Documents or the Tax Matters Agreement, if such GBN Entity is owned directly or indirectly by Sprint, FT and DT, (i) Sprint shall in the aggregate own directly or indirectly 50% of the voting equity interests in such GBN Entity and FT and DT shall in the aggregate own directly or indirectly 50% of the voting equity interests in such GBN Entity, and (ii) the governance structure for such GBN Entity shall be identical to the governance structure for the GBN Parent Entity as provided in the GBN Shareholders Agreement. The Parties will - lii - take all necessary or appropriate actions to maintain the governance rights of the Parties with respect to the GBN Parent Entity and each other GBN Entity as set forth in this Agreement, the GBN Shareholders Agreement and the GBN Constituent Documents. ARTICLE 7. GOVERNANCE PROVISIONS Section 7.1. Meetings; Quorum; Notice. (a) The Chairman of each of the Global Venture Board, the Global Venture Committee, the Global Venture Office, the GBN Board, the ROW Board and the ROE Board (collectively, the "Boards") shall prepare or direct the preparation of the agenda for, and preside over, meetings of the Board on which he serves as Chairman. The Chairman shall deliver such agenda to each representative on the Board on which he serves as Chairman at least two Business Days prior to the giving of notice of a regular or special meeting, and any representative on such Board may add items to such agenda. (b) The Parties anticipate that (i) the Global Venture Board shall meet at least once every six months, (ii) the Global Venture Committee shall meet at least once every two months until the second anniversary of the Closing and thereafter once every six months (unless the representatives on the Global Venture Committee unanimously determine to meet more frequently) and (iii) regular meetings of all other Boards shall be held once every two months at such places and at such times as each such Board may from time to time determine, and to the extent applicable and possible shall be held at the same place and on the same date as the meetings of the other Boards and any other Governing Boards. Special meetings of any Board may be called by any representative on such Board and shall be held at such place as may be determined by such Board, and to the extent applicable and possible shall be held at the same place and on the same date as the special meetings, if any, of the other Boards and any other Governing Boards. Written notice of the time and place of each regular and special meeting of any Board shall be given by or at the direction of the Chairman of such Board to each representative on such Board, in the case of a regular meeting, at least ten Business Days, and in the case of a special meeting, at least two Business Days, before such meeting. Whenever notice is required to be given to any representative on any Board, such notice shall specify the agenda for such meeting and, to the extent appropriate, shall be accompanied by supporting documentation. The required notice to any representative may be waived by such representative in writing. Attendance by a representative at a meeting shall constitute a waiver of any required notice of such meeting by such representative, except when such representative attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the - liii - transaction of any business because the meeting is not properly called or convened. (c) Except as expressly provided in this Agreement, the presence of each representative (each voting representative in the case of the Global Venture Committee) shall be required to constitute a quorum for the transaction of any business by the Global Venture Board, the Global Venture Committee or the Global Venture Office and the presence of at least one of the voting representatives of each of Sprint Sub and Atlas shall be required to constitute a quorum for the transaction of any business by the GBN Board, the ROW Board or the ROE Board. Each Party shall use its reasonable efforts to ensure the existence of a quorum at any duly convened meeting of any Board. Except as expressly provided in this Agreement, no action shall be taken by the Global Venture Board, the Global Venture Committee or the Global Venture Office with respect to any matter without the affirmative vote of all of the representatives (all the voting representatives in the case of the Global Venture Committee) on such Board present at a duly constituted meeting and no action shall be taken by the GBN Board, the ROW Board or the ROE Board with respect to any matter without the affirmative vote of a majority of the voting representatives of such Board present at a duly constituted meeting. With respect to the GBN Board, the ROW Board and the ROE Board, if fewer than all of the voting representatives designated to such Board by a given Party are present at a meeting, to the extent permitted by Applicable Law, each representative or representatives of a Party present at such meeting shall be entitled to vote the entire voting power held by all voting representatives designated by such Party. If more than one voting representative appointed by a given Party is present at a meeting, to the extent permitted by Applicable Law, such representatives shall vote such Party's entire voting power in the same manner. (d) While the Parties intend that the representatives on each of the Boards shall attend meetings of such Boards in person, the Parties acknowledge that representatives may from time to time be prevented from doing so due to various circumstances. Representatives on each Board may, therefore, to the extent permitted by Applicable Law, participate in a meeting of such Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7.1(d) shall constitute presence in person at such meeting, except where a representative participates in the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not properly called or convened. (e) To the extent permitted by Applicable Law, any action required or permitted to be taken at a meeting of any Board may be taken without a meeting if a written consent, - liv - setting forth the action so taken, is signed by all the representatives on such Board and filed with the minutes of the proceedings of such Board. Such consent shall have the same force and effect as a unanimous affirmative vote of the representatives on such Board. (f) Each Party may designate by written notice to the other Parties an alternate representative to act in the absence of the representative on the Global Venture Board designated by such Party. Each representative on the Global Venture Board may designate by written notice to the other representatives on the Global Venture Board an alternate voting representative to act in the absence of the voting representative on the Global Venture Committee designated by such representative on the Global Venture Board. Each member of the Global Venture Office may designate by written notice to the other Parties and the Global Venture Office an alternate member to act in the absence of such member on the Global Venture Office. To the extent permitted by Applicable Law, each of Sprint Sub and Atlas may designate by written notice to the other an alternate voting representative to act in the absence of any of its voting representatives on the GBN Board, the ROW Board and the ROE Board. The participation and acts (including the execution of any document) by any alternate representative shall be deemed to be the act of the representative for whom the alternate representative is acting (and any alternate representative of the Chairman of any Board shall have all the powers of the Chairman of such Board in each case) without any evidence of the absence or unavailability of such representative (or the Chairman of such Board). The Parties shall designate to each other their initial nominees to serve on the Global Venture Committee, the Global Venture Office, the GBN Board, the ROW Board and the ROE Board on or prior to the Closing Date. Section 7.2. Removal; Resignation; Vacancies. The representatives on each Board shall hold office at the pleasure of the Party or other person which designated them. Any such Party or person may at any time, by written notice to each other Party and to the applicable Board, remove (with or without cause) its representative or an alternate representative on such Board and designate a new representative or alternate representative. Subject to Applicable Law, no representative or alternate representative may be removed except by the Party or person designating the same. Any representative on any Board may resign at any time by giving written notice to the Party or other person which appointed such representative and to such Board. Such resignation shall take effect on the date shown on or specified in such notice or, if such notice is not dated and the date of resignation is not specified in such notice, on the date of the receipt of such notice by the applicable Board. No acceptance of such resignation shall be necessary to make it effective. Any vacancy on any Board shall be filled only by the Party or person whose representative has caused the vacancy by giving written notice to such Board and to each other Party, and each of the - lv - Parties agrees, as necessary, to vote, or to cause its designated representatives on such Board to vote, for any person so nominated by the Party or other person whose representative has caused such vacancy. Section 7.3. No Remuneration. Unless the Parties otherwise agree, no person shall be entitled to any fee, remuneration or compensation in connection with his service as a representative or alternate representative on or as a member of any Board. ARTICLE 8. SPECIAL MATTERS, PLAN ACTIONS AND DEADLOCKS Section 8.1. GBN Special Matters. (a) If a GBN Special Matter is implemented pursuant to Section 8.5(g)(3), the assets, business and any related liabilities contemplated by such GBN Special Matter (the "GBN Special Matter Project") shall be owned by the Party which has declared such GBN Special Matter (the "GBN Proposing Party") in a separate entity outside of the Joint Venture. The GBN Proposing Party agrees that during the GBN Special Matter Period (or, if the GBN Non-Proposing Party elects to cause the GBN Board to direct the GBN Parent Entity to purchase the GBN Special Matter Project pursuant to Section 8.1(b), until the date the closing of such purchase is consummated or abandoned in accordance with Section 8.4): (i) such entity will be a Wholly Owned Subsidiary of the GBN Proposing Party (the "GBN Special Matter Subsidiary"); (ii) the GBN Special Matter Subsidiary will not engage in any business other than the ownership, operation and management of such GBN Special Matter Project; (iii) the GBN Special Matter Subsidiary and the GBN Parent Entity shall enter into an Affiliation Agreement in accordance with Section 16.8; (iv) all costs of such GBN Special Matter will be funded by the GBN Special Matter Subsidiary; and (v) the GBN Proposing Party shall keep separate books and records that account for and record the contributions made to, the results of the operations and activities of, and the distributions made and dividends paid by the GBN Special Matter Subsidiary that owns such GBN Special Matter Project. - lvi - (b) During the GBN Special Matter Period, the voting representatives on the GBN Board of the Party whose voting representatives on the GBN Board did not approve the GBN Special Matter (the "GBN Non-Proposing Party") shall have the right (subject, in the event that a Sprint Party is the GBN Non-Proposing Party, to approval of the exercise of such right in accordance with Section 15.38) to cause the GBN Board to direct the GBN Parent Entity to purchase from the GBN Proposing Party (and in such case the Parties, as necessary, shall vote their Venture Interests, and cause their representatives on the GBN Board to vote, in favor of such action), and the GBN Proposing Party shall agree to sell, such GBN Special Matter Project. The purchase price to be paid shall be equal to the Appraised Value of such GBN Special Matter Project at the time that the voting representatives of the GBN Non-Proposing Party on the GBN Board cause the GBN Parent Entity to exercise its right to purchase the GBN Special Matter Project as determined in accordance with Section 17.8. The Parties shall negotiate in good faith, for a period not to exceed sixty (60) days, to structure the GBN Parent Entity's purchase of the GBN Special Matter Project so as to minimize the tax consequences of such purchase to the parties thereto, including purchasing all of the outstanding equity interests of the GBN Special Matter Subsidiary. However, if at the end of such sixty (60) day period the Parties are unable to reach agreement with respect to an alternative structure, the GBN Parent Entity shall have the right to purchase the assets comprising the GBN Special Matter Project (subject to assuming the related liabilities) for an amount of cash equal to the Appraised Value thereof. The closing of any such transaction pursuant to this Section 8.1(b) shall be effected in accordance with Section 8.4. If at the end of the GBN Special Matter Period, the GBN Parent Entity has not been directed to purchase the GBN Special Matter Project, or if such transaction has been abandoned, any Affiliation Agreement entered into between the GBN Special Matter Subsidiary and the GBN Parent Entity pursuant to Section 8.1(a)(iii) shall remain in effect in accordance with its terms. (c) No GBN Special Matter shall be deemed an amendment of this Agreement or any other Operative Agreement. No Party shall Offer, or cause any JV Entity to Offer, any Restricted Services pursuant to a GBN Special Matter. To the extent that any provision of a GBN Special Matter deals with the same matter as any Operative Agreement, the provisions of such Operative Agreement shall control. Section 8.2. NAFTA Plan Actions. (a) If a NAFTA Plan Action is implemented pursuant to Section 8.5(g)(3) and such NAFTA Plan Action relates to a project (the "NAFTA Plan Action Project") that cannot be accounted for separately by application of the Plan Action/Special Matter Accounting Principles, the assets, business and any related liabilities contemplated by such NAFTA Plan Action Project shall - lvii - be owned by the relevant ROW Entity, and such ROW Entity shall conduct its activities with respect to such NAFTA Plan Action in accordance with the terms of such Plan Action. The Parties agree that: (i) direct ascertainable costs of the NAFTA Plan Action Project shall be funded in accordance with Section 8.2(c); and (ii) such NAFTA Plan Action Project shall give rise to the rights provided in Section 8.2(d). (b) If a NAFTA Plan Action is implemented pursuant to Section 8.5(g)(3) and such NAFTA Plan Action relates to a NAFTA Plan Action Project that can be accounted for separately by application of the Plan Action/Special Matter Accounting Principles, such NAFTA Plan Action Project shall be owned by Sprint Sub in a separate entity outside of the Joint Venture. Sprint Sub agrees that during the NAFTA Plan Period (or, if a representative of the FT/DT Parties on the ROW Board elects to cause the ROW Board to direct the ROW Parent Entity to purchase the NAFTA Plan Action Project pursuant to Section 8.2(d)(i), until the date the closing of such purchase is consummated or abandoned in accordance with Section 8.4): (i) such entity will be a Wholly Owned Subsidiary of Sprint Sub (the "Sprint Plan Action Subsidiary"); (ii) the Sprint Plan Action Subsidiary will not engage in any business other than the ownership, operation and management of such NAFTA Plan Action Project; (iii) the Sprint Plan Action Subsidiary and the ROW Parent Entity shall enter into an Affiliation Agreement in accordance with Section 16.8; (iv) the NAFTA Plan Action Project shall give rise to the rights provided in Section 8.2(d); (v) all costs of the NAFTA Plan Action Project shall be funded by the Sprint Plan Action Subsidiary; and (vi) the Sprint Parties shall keep separate books and records that account for and record the contributions made to, the results of the operations and activities of, and the distributions made and dividends paid by the Sprint Plan Action Subsidiary that owns such NAFTA Plan Action Project. If, at the end of the NAFTA Plan Period, the ROW Parent Entity has not been directed to purchase the NAFTA Plan Action Project - lviii - pursuant to Section 8.2(d), or if such a purchase has been abandoned, any Affiliation Agreement entered into between the Sprint Plan Action Subsidiary and the ROW Parent Entity pursuant to Section 8.2(b)(iii) shall remain in effect in accordance with its terms. (c) If a NAFTA Plan Action Project cannot be accounted for separately by application of the Plan Action/Special Matter Accounting Principles, all direct ascertainable costs of the NAFTA Plan Action Project (including costs incurred in connection with a determination of Appraised Value undertaken in connection with the issuance of nonvoting equity securities pursuant to this Section 8.2(c)) shall be funded by capital contributions by Sprint Sub to the ROW Parent Entity unless Atlas chooses to fund any or all of its respective share of such costs by capital contributions to the ROW Parent Entity simultaneously with each contribution of funds by Sprint Sub in respect of such project. In consideration for such contributions, the ROW Parent Entity shall issue to Sprint Sub and Atlas nonvoting equity interests in the ROW Parent Entity in accordance with principles to be agreed upon by the Parties prior to the Closing Date pursuant to Section 15.37 (the "Funding Principles"). To the extent that the issuance of such equity interests results in any adjustment of the Percentage Interests of Sprint Sub and Atlas in the ROW Parent Entity, no such adjustment shall affect the governance rights of Sprint Sub or Atlas under this Agreement or the related Shareholders Agreement. (d) During the NAFTA Plan Period, (i) in the case of any NAFTA Plan Action Project which can be accounted for separately by application of the Plan Action/Special Matter Accounting Principles and which is therefore owned by a Sprint Plan Action Subsidiary, the Atlas voting representatives on the ROW Board shall have the right to cause the ROW Board to direct the ROW Parent Entity to purchase from the Sprint Plan Action Subsidiary (and in such case the Parties, as necessary, shall vote their Venture Interests, and cause their representatives on such Governing Board to vote, in favor of such action), and Sprint Sub shall cause the Sprint Plan Action Subsidiary to agree to sell, such NAFTA Plan Action Project, and (ii) in the case of a NAFTA Plan Action Project which cannot be accounted for separately by application of the Plan Action/Special Matter Accounting Principles and which is therefore owned by the relevant ROW Entity, Atlas shall have the right to purchase from Sprint Sub that number of equity interests in the ROW Parent Entity as shall be sufficient to return the Percentage Interest of Atlas in the ROW Parent Entity to the same Percentage Interest in the ROW Parent Entity as Atlas owned prior to any adjustment in the Percentage Interests of Sprint Sub and Atlas in the ROW Parent Entity as a result of the contributions by Sprint Sub and Atlas in respect of such NAFTA Plan Action Project (subject to any adjustments as may be provided in the Funding Principles to give effect to Section 11.4). The Funding Principles may include other procedures to implement the purpose of the foregoing - lix - sentence. The purchase price payable by Atlas in connection with the transactions described in clauses (i) and (ii) above shall be determined as follows: (A) If Section 8.2(d)(i) applies, the purchase price shall be equal to the Appraised Value of such project at the time that the Atlas voting representatives on the ROW Board elected to cause the ROW Parent Entity to purchase the NAFTA Plan Action Project as determined in accordance with Section 17.8. The Parties shall negotiate in good faith, for a period not to exceed sixty (60) days, to structure the ROW Parent Entity's purchase of such NAFTA Plan Action Project so as to minimize the tax consequences of such purchase to the parties thereto, including purchasing all of the outstanding equity interests of the Sprint Plan Action Subsidiary. However, if at the end of such sixty (60) day period the Parties are unable to reach agreement with respect to an alternative structure, the ROW Parent Entity shall have the right to purchase the assets comprising the NAFTA Plan Action Project (subject to assuming the related liabilities) for an amount of cash equal to the Appraised Value thereof. The closing of any such transaction pursuant to this Section 8.2(d)(A) shall be effected in accordance with Section 8.4. (B) If Section 8.2(d)(ii) applies, the purchase price shall be equal to Atlas' proportionate share (such proportionate share to be determined by reference to the Percentage Interest of Atlas in the ROW Parent Entity prior to any adjustment in the Percentage Interests of Sprint Sub and Atlas in the ROW Parent Entity as a result of contributions by Sprint Sub and Atlas to the ROW Parent Entity in respect of the NAFTA Plan Action Project, subject to any adjustments as may be provided in the Funding Principles to give effect to Section 11.4) of the direct ascertainable costs paid by Sprint Sub to establish and operate the NAFTA Plan Action Project (including costs incurred in connection with a determination of Appraised Value undertaken in connection with the issuance of nonvoting equity securities pursuant to Section 8.2(c)), adjusted to reflect any such direct ascertainable costs paid by Atlas, together with interest thereon from the date of each such investment by Sprint Sub to the date of payment calculated at the Applicable LIBOR Rate plus 10 percentage points per annum. The closing of any such transaction pursuant to this Section - lx - 8.2(d)(B) shall be effected in accordance with Section 8.4. (e) No NAFTA Plan Action shall be deemed an amendment of this Agreement or any other Operative Agreement. No Party shall Offer, or cause any JV Entity to Offer, any Restricted Services pursuant to a NAFTA Plan Action. To the extent that any provision of a NAFTA Plan Action deals with the same matter as any Operative Agreement, the provisions of such Operative Agreement shall control. Section 8.3. ROE Plan Actions. (a) If an ROE Plan Action is implemented pursuant to Section 8.5(g)(3) and such ROE Plan Action relates to a project (the "ROE Plan Action Project") that cannot be accounted for separately by application of the Plan Action/Special Matter Accounting Principles, the assets, business and any related liabilities contemplated by such ROE Plan Action Project shall be owned by the relevant ROE Entity, and such ROE Entity shall conduct its activities with respect to such ROE Plan Action in accordance with the terms of such Plan Action. The Parties agree that: (i) all direct ascertainable costs of the ROE Plan Action Project shall be funded in accordance with Section 8.3(c); and (ii) such ROE Plan Action Project shall give rise to the rights provided in Section 8.3(d). (b) If an ROE Plan Action is implemented pursuant to Section 8.5(g)(3) and such ROE Plan Action relates to an ROE Plan Action Project that can be accounted for separately by application of the Plan Action/Special Matter Accounting Principles, such ROE Plan Action Project shall be owned by Atlas in a separate entity outside of the Joint Venture. Atlas agrees that during the ROE Plan Period (or, if a representative of the Sprint Parties on the ROE Board elects to cause the ROE Board to direct the ROE Parent Entity to purchase the ROE Plan Action Project pursuant to Section 8.3(d)(i), until the date the closing of such purchase is consummated or abandoned in accordance with Section 8.4): (i) such entity will be a Wholly Owned Subsidiary of Atlas (the "Atlas Plan Action Subsidiary"); (ii) the Atlas Plan Action Subsidiary will not engage in any business other than the ownership, operation and management of such ROE Plan Action Project; - lxi - (iii) the Atlas Plan Action Subsidiary and the ROE Parent Entity shall enter into an Affiliation Agreement in accordance with Section 16.8; (iv) the ROE Plan Action Project shall give rise to the rights provided in Section 8.3(d); (v) all costs of the ROE Plan Action Project shall be funded by the Atlas Plan Action Subsidiary; and (vi) the FT/DT Parties shall keep separate books and records that account for and record the contributions made to, the results of the operations and activities of, and the distributions made and dividends paid by the Atlas Plan Action Subsidiary that owns such ROE Plan Action Project. If, at the end of the ROE Plan Period, the ROE Parent Entity has not been directed to purchase the ROE Plan Action Project pursuant to Section 8.3(d), or if such a purchase has been abandoned, any Affiliation Agreement entered into between the Atlas Plan Action Subsidiary and the ROE Parent Entity pursuant to Section 8.3(b)(iii) shall remain in effect in accordance with its terms. (c) If an ROE Plan Action Project cannot be accounted for separately by application of the Plan Action/Special Matter Accounting Principles, all direct ascertainable costs of the ROE Plan Action Project (including costs incurred in connection with a determination of Appraised Value undertaken in connection with the issuance of nonvoting equity securities pursuant to this Section 8.3(c)) shall be funded by capital contributions by Atlas to the ROE Parent Entity unless Sprint Sub chooses (subject to approval of such choice in accordance with Section 15.38) to fund any or all of its respective share of such costs by capital contributions to the ROE Parent Entity simultaneously with each contribution of funds by Atlas in respect of such project. In consideration for such contributions, the ROE Parent Entity shall issue to Sprint Sub and Atlas nonvoting equity interests in the ROE Parent Entity in accordance with the Funding Principles. To the extent that the issuance of such equity interests results in any adjustment of the Percentage Interests of Sprint Sub and Atlas in the ROE Parent Entity, no such adjustment shall affect the governance rights of Sprint Sub or Atlas under this Agreement or the related Shareholders Agreement. (d) During the ROE Plan Period, (i) in the case of any ROE Plan Action Project which can be accounted for separately by application of the Plan Action/Special Matter Accounting Principles and which is therefore owned by an Atlas Plan Action Subsidiary, the Sprint Sub voting representatives on the ROE Board shall have the right (subject to approval of the exercise of such right in accordance with Section 15.38) to cause the ROE - lxii - Board to direct the ROE Parent Entity to purchase from the Atlas Plan Action Subsidiary (and in such case the Parties, as necessary, shall vote their Venture Interests, and cause their representatives on such Governing Board to vote, in favor of such action), and Atlas shall cause the Atlas Plan Action Subsidiary to agree to sell, such ROE Plan Action Project, and (ii) in the case of an ROE Plan Action Project which cannot be accounted for separately by application of the Plan Action/Special Matter Accounting Principles and which is therefore owned by the relevant ROE Entity, Sprint Sub shall have the right to purchase (subject to approval of the exercise of such right in accordance with Section 15.38) from Atlas that number of equity interests in the ROE Parent Entity as shall be sufficient to return the Percentage Interest of Sprint Sub in the ROE Parent Entity to the same Percentage Interest in the ROE Parent Entity as Sprint Sub owned prior to any adjustment in the Percentage Interests of Sprint Sub and Atlas in the ROE Parent Entity as a result of the contributions by Sprint Sub and Atlas in respect of such ROE Plan Action Project (subject to any adjustments as may be provided in the Funding Principles to give effect to Section 11.4). The Funding Principles may include other procedures to implement the purpose of the foregoing sentence. The purchase price payable by Sprint Sub in connection with the transactions described in clauses (i) and (ii) above shall be determined as follows: (A) If Section 8.3(d)(i) applies, the purchase price shall be equal to the Appraised Value of such project at the time that the Sprint Sub voting representatives on the ROE Board elected to cause the ROE Parent Entity to purchase the ROE Plan Action Project as determined in accordance with Section 17.8. The Parties shall negotiate in good faith, for a period not to exceed sixty (60) days, to structure the ROE Parent Entity's purchase of such ROE Plan Action Project so as to minimize the tax consequences of such purchase to the parties thereto, including purchasing all of the outstanding equity interests of the Atlas Plan Action Subsidiary. However, if at the end of such sixty (60) day period the Parties are unable to reach agreement with respect to an alternative structure, the ROE Parent Entity shall have the right to purchase the assets comprising the ROE Plan Action Project (subject to assuming the related liabilities) for an amount of cash equal to the Appraised Value thereof. The closing of any such transaction pursuant to this Section 8.3(d)(A) shall be effected in accordance with Section 8.4. (B) If Section 8.3(d)(ii) applies, the purchase price shall be equal to Sprint Sub's proportionate share (such proportionate share to be determined by reference to the Percentage Interest of Sprint Sub - lxiii - in the ROE Parent Entity prior to any adjustment in the Percentage Interests of Sprint Sub and Atlas in the ROE Parent Entity as a result of contributions by Sprint Sub and Atlas to the ROE Parent Entity in respect of the ROE Plan Action Project, subject to any adjustments as may be provided in the Funding Principles to give effect to Section 11.4) of the direct ascertainable costs paid by Atlas to establish and operate the ROE Plan Action Project (including costs incurred in connection with a determination of Appraised Value undertaken in connection with the issuance of nonvoting equity securities pursuant to Section 8.3(c)), adjusted to reflect any such direct ascertainable costs paid by Sprint Sub, together with interest thereon from the date of each such investment by Atlas to the date of payment calculated at the Applicable LIBOR Rate plus 10 percentage points per annum. The closing of any such transaction pursuant to this Section 8.3(d)(B) shall be effected in accordance with Section 8.4. (e) No ROE Plan Action shall be deemed an amendment of this Agreement or any other Operative Agreement. No Party shall Offer, or cause any JV Entity to Offer, any Restricted Services pursuant to an ROE Plan Action. To the extent that any provision of an ROE Plan Action deals with the same matter as any Operative Agreement, the provisions of such Operative Agreement shall control. Section 8.4. Closing of Purchase of Project. (a) The Parties shall use commercially reasonable efforts to obtain all Governmental Approvals relating to the closing of any purchase and sale of assets or equity interests pursuant to Section 8.2(d)(A) or 8.3(d)(A) or equity interests pursuant to Section 8.2(d)(B) or 8.3(d)(B). Unless the Parties have failed to receive all required Governmental Approvals or any of the Governmental Approvals provided with respect to the transaction have imposed a Burdensome Condition, the closing of any such purchase and sale of assets or equity interests pursuant to Section 8.2(d)(A) or 8.3(d)(A) or equity interests pursuant to Section 8.2(d)(B) or 8.3(d)(B) shall be consummated in the principal office of the relevant JV Entity on or before the one hundred and fiftieth (150th) day following the exercise of such right to purchase. If the required Governmental Approvals have not been received at the time the closing is scheduled to occur hereunder or any of the Governmental Approvals provided with respect to such purchase and sale have imposed a Burdensome Condition, the closing shall be postponed until no later than the second anniversary of the end of the NAFTA Plan Period or ROE Plan Period, as applicable. If by such time all Governmental Approvals required to consummate such purchase and sale have not - lxiv - been obtained or any of the Governmental Approvals provided with respect to such purchase and sale have imposed a Burdensome Condition, such purchase and sale shall be abandoned. (b) At the closing of any purchase and sale pursuant to Section 8.4(a), (i) the selling Person shall transfer, assign and deliver to the non- selling Person such transfer documents and other documents or instruments reasonably required by counsel for the non-selling Person to convey the title of the selling Person, and (ii) the non-selling Person shall pay the purchase price in cash in U.S. Dollars and, if the purchase and sale is of the assets comprising a GBN Special Matter Project, a NAFTA Plan Action Project or an ROE Plan Action Project, the non-selling Person shall deliver to the selling Person such documents or instruments reasonably required by counsel for the selling Person to effect the assumption by the non-selling Person of the liabilities related to such assets. In addition, at the closing of such purchase and sale, (x) if the purchase and sale is of equity interests, the selling Person shall transfer such equity interests free and clear of all Liens and (y) if the purchase and sale is of the assets comprising a GBN Special Matter Project, a NAFTA Plan Action Project or an ROE Plan Action Project, the selling Person shall transfer such assets free and clear of all Liens other than those which are disclosed or those which do not materially adversely affect the use of such assets by the non-selling Person. In the case of a transfer of equity interests, the non-selling Person shall deliver to the selling Person such investment representations as may be reasonably requested for securities law purposes. Section 8.5. Deadlocks. (a) The Parties agree that all Deadlocks on the Governing Board of each JV Entity, the Global Venture Office, the Global Venture Committee and the Global Venture Board shall be resolved in accordance with this Section 8.5. (b) If a Deadlock occurs on the Governing Board of a JV Entity, any voting representative on such Governing Board may, within twenty (20) days of the vote which gave rise to such Deadlock, by written notice to the other voting representatives on such Governing Board and to the Global Venture Committee, refer such Deadlock to the Global Venture Committee for resolution pursuant to this Section 8.5. Such voting representative shall indicate in such notice his intention that such Deadlock be resolved: (i) as a Special Deadlock Matter, if relating to the failure to approve a Business Plan as provided in Section 16.1; (ii) as a potential GBN Special Matter, if and to the extent (A) such Deadlock arose from the failure of the Governing Board of a GBN Entity to adopt a proposed action with respect to an expenditure relating to the expansion of the capacity of the Global Backbone Network which requires an additional investment or capital expenditure, and (B) such voting representative is a voting representative of the GBN Proposing - lxv - Party; (iii) as a potential NAFTA Plan Action, if and to the extent (A) such Deadlock arose from the failure of the Governing Board of an ROW Entity to adopt a Plan Action relating to a NAFTA Country, and (B) such voting representative proposed such Plan Action and is a representative of the Sprint Parties; (iv) as a potential ROE Plan Action, if (A) such Deadlock arose from the failure of a Governing Board of an ROE Entity to adopt a Plan Action, and (B) such voting representative proposed such Plan Action and is a representative of the FT/DT Parties; and (v) as a Deadlock not described in clauses (i) through (iv). If no such voting representative refers such Deadlock to the Global Venture Committee for resolution within such 20-day period, no further action shall be taken at or pursuant to such meeting with respect to the proposal which gave rise to such Deadlock, but such proposal may be presented at a subsequent meeting of the relevant Governing Board and any resulting Deadlock shall be resolved in accordance with this Section 8.5. (c) If a Deadlock occurs on the Governing Board of a JV Entity and such Deadlock is referred to the Global Venture Committee for resolution as a Special Deadlock Matter pursuant to Section 8.5(b)(i) or a Deadlock described in Section 8.5(b)(v), and such Deadlock arose from the failure of the Governing Board of: (i) an ROW Entity to adopt a Plan Action relating to a NAFTA Country; or (ii) an ROE Entity to adopt a Plan Action, a representative of the Sprint Parties (in the case of clause (i)) or of the FT/DT Parties (in the case of clause (ii)) on such Governing Board may, within ten (10) days of such referral by delivery of written notice to the other voting representatives on such Governing Board and to the Global Venture Committee, request that such Deadlock be treated as a potential NAFTA Plan Action or ROE Plan Action as the case may be (including for the purpose of preventing resolution of such Deadlock as a Special Deadlock Matter). Upon delivery of such notice, then such Deadlock shall not be resolved as a Special Deadlock Matter and shall be resolved as a potential NAFTA Plan Action or ROE Plan Action, as applicable, subject to Section 8.5(g)(3). (d) If a Deadlock occurs at the Global Venture Office with respect to any agenda item which is originally considered by the Global Venture Office, any voting member of the Global Venture Office may, within twenty (20) days of the vote which gave rise to such Deadlock, by written notice to the other voting members of the Global Venture Office and to the Global Venture Committee, refer such Deadlock to the Global Venture Committee for resolution pursuant to this Section 8.5. If no such voting member refers such Deadlock to the Global Venture Committee for resolution within such 20-day period, no further action shall be taken at or pursuant to such meeting with respect to the proposal which gave rise to such Deadlock, but such proposal may be presented at a subsequent meeting of the Global Venture Office and any resulting Deadlock shall be resolved in accordance with this Section 8.5. - lxvi - (e) If a Deadlock occurs at the Global Venture Committee with respect to (i) any agenda item which was originally considered by the Global Venture Committee, (ii) any Deadlock referred to the Global Venture Committee by the Governing Board of a JV Entity pursuant to Section 8.5(b) or (iii) any Deadlock referred to the Global Venture Committee by the Global Venture Office pursuant to Section 8.5(d), such Deadlock shall be reconsidered at one or more subsequent meetings of the Global Venture Committee. If such Deadlock cannot be resolved at one or more subsequent Global Venture Committee meetings: (x) in the case of a potential GBN Special Matter, NAFTA Plan Action or ROE Plan Action, within forty-five (45) days of the date on which such Deadlock was originally referred to the Global Venture Committee; (y) in the case of a Special Deadlock Matter, within the period ending on the Funding Extension Deadline, unless the Funding Extension Commitment with respect thereto shall have occurred or such Special Deadlock Matter does not relate to a Funding Deadlock, in which case clause (z) shall apply; or (z) in the case of any other Deadlock, within two hundred seventy (270) days of the date on which such Deadlock was originally considered by or referred to the Global Venture Committee; such Deadlock shall be automatically and immediately referred to the Global Venture Board for resolution. The Global Venture Board shall have: (1) in the case of a potential GBN Special Matter, NAFTA Plan Action or ROE Plan Action, forty-five (45) days (or such extended period as the Global Venture Board members agree in writing is appropriate in such case); (2) in the case of a Special Deadlock Matter, the period ending fifteen (15) days following the Funding Extension Deadline (or such extended period as the Global Venture Board members agree in writing is appropriate in such case), unless the Funding Extension Commitment with respect thereto shall have occurred or such Special Deadlock Matter does not relate to a Funding Deadlock, in which case clause (3) shall apply; and (3) in the case of any other Deadlock, ninety (90) days (or such extended period as the Global Venture Board members agree in writing is appropriate in such case); to consider and resolve such Deadlock. - lxvii - (f) If a Deadlock considered by the Global Venture Board pursuant to Section 8.5(e) cannot be resolved by the Global Venture Board within the period referred to in Section 8.5(e)(2) and such Deadlock relates to a Special Deadlock Matter, subject to Section 8.6, any Party within one hundred eighty (180) days of the end of such period may, by written notice to the other Parties and the Global Venture Board, declare an impasse (an "Impasse") unless (x) the Global Venture Board members shall have agreed in writing that an Impasse may not be declared with respect to such matter or (y) prior to such declaration the Parties shall have reached agreement with respect to such matter. Following the declaration of an Impasse pursuant to this Section 8.5(f), any Related Party Group within twenty (20) days may dissolve such Impasse by accepting the position of the other Related Party Group with respect to such matter. (g) If a Deadlock considered by the Global Venture Board pursuant to Section 8.5(e) cannot be resolved by the Global Venture Board within the period referred to in Section 8.5(e)(1) or (3) and such Deadlock does not relate to a Special Deadlock Matter, then such Deadlock shall be referred back (i) to the Global Venture Committee if such Deadlock relates to an agenda item originally considered by the Global Venture Committee, (ii) to the Global Venture Office if such Deadlock relates to an agenda item originally considered by the Global Venture Office, or (iii) to the relevant Governing Board of the JV Entity if such Deadlock relates to an agenda item originally considered by such Governing Board. (1) If, in the case of a Deadlock referred to in clause (i) or (ii) above, the Global Venture Committee or Global Venture Office, as applicable, is still unable to resolve such Deadlock, no further action shall be taken at or pursuant to such meeting with respect to the proposal giving rise to such Deadlock, but such proposal may be presented at a subsequent meeting of the Global Venture Committee or the Global Venture Office and any resulting Deadlock shall be resolved in accordance with this Section 8.5. (2) If, in the case of a Deadlock described in clause (iii) above, the Governing Board of the JV Entity is still unable to resolve such Deadlock and such Deadlock does not relate to a potential GBN Special Matter, NAFTA Plan Action or ROE Plan Action, no further action shall be taken at or pursuant to such meeting with respect to the proposal giving rise to such Deadlock, but such proposal may be presented at a subsequent meeting of the relevant Governing Board and any resulting Deadlock shall be resolved in accordance with this Section 8.5. (3) If, in the case of a Deadlock described in clause (iii) above, the Governing Board of the JV Entity is still unable to resolve such Deadlock and such Deadlock relates to - lxviii - a potential GBN Special Matter, NAFTA Plan Action or ROE Plan Action, the GBN Proposing Party or the Related Party Group whose voting representative requested that such Deadlock be so resolved, as the case may be, may, subject to Section 8.5(k) and, in the event that the Sprint Parties have the right to so declare, to approval in accordance with Section 15.38, within fifteen (15) days of the date on which such Deadlock was referred back to the relevant Governing Board, declare such potential GBN Special Matter, NAFTA Plan Action or ROE Plan Action to be a GBN Special Matter, a NAFTA Plan Action or an ROE Plan Action, as the case may be, and such GBN Special Matter, NAFTA Plan Action or ROE Plan Action shall be implemented pursuant to Section 8.1, 8.2 or 8.3, respectively. If such voting representative does not make such declaration within such period, such Deadlock shall be resolved in accordance with clause (2) above; provided that if such voting representative does not make such declaration, and another voting representative on such Governing Board had previously requested that such Deadlock be resolved as a Special Deadlock Matter pursuant to Section 8.5(b)(i), such Deadlock shall immediately and automatically be referred to the Global Venture Board and considered by it as contemplated in Sections 8.5(e) and (f), except that the first date after which an Impasse may be declared shall be the Funding Extension Deadline, unless the Funding Extension Commitment with respect thereto shall have occurred or such Special Deadlock Matter does not relate to a Funding Deadlock, in which case, subject to Section 8.6, such date shall be three hundred sixty (360) days after the date such Deadlock was first referred to the Global Venture Committee. (h) If, at the end of the applicable NAFTA Plan Period or ROE Plan Period, Atlas (in the case of a NAFTA Plan Action) or Sprint Sub (in the case of an ROE Plan Action) has not exercised its (or caused the applicable JV Entity to exercise its) rights pursuant to Section 8.2(d) (in the case of a NAFTA Plan Action) or 8.3(d) (in the case of an ROE Plan Action), the Governing Board of the relevant ROW Entity or ROE Entity shall again consider the NAFTA Plan Action or ROE Plan Action. If the Governing Board of such ROW Entity or ROE Entity cannot resolve the Deadlock with respect to such NAFTA Plan Action or ROE Plan Action within thirty (30) days of the end of such NAFTA Plan Period or ROE Plan Period, such Deadlock shall be automatically and immediately referred to the Global Venture Committee. If such Deadlock cannot be resolved by the Global Venture Committee within thirty (30) days of the date of such referral to the Global Venture Committee, such Deadlock shall be automatically and immediately referred to the Global Venture Board for resolution. The Global Venture Board shall have thirty (30) days (or such extended period as the Global Venture Board members agree in writing is appropriate in any such case) to consider and resolve such Deadlock. If such Deadlock cannot be resolved by the Global Venture Board within thirty (30) days (as extended) of the date of such referral to the Global Venture Board, then - lxix - either the Sprint Parties or the FT/DT Parties within one hundred eighty (180) days of the end of such period may declare an Impasse by written notice to the other Parties and the Global Venture Board unless (x) the Global Venture Board members shall have agreed in writing that an Impasse may not be declared with respect to such matter or (y) prior to such declaration the Parties shall have reached agreement with respect to such matter. Following the declaration of an Impasse pursuant to this Section 8.5(h), if the Related Party Group which declared such Impasse also implemented the NAFTA Plan Action or ROE Plan Action which led to such Impasse, the other Related Party Group may, within twenty (20) days, dissolve such Impasse by accepting the position of the declaring Related Party Group with respect to such matter. (i) If a Deadlock occurs at the Global Venture Board with respect to any agenda item originally considered by the Global Venture Board, such Deadlock will be reconsidered at one or more subsequent meetings of the Global Venture Board. If the Global Venture Board is unable to resolve such Deadlock within three hundred sixty (360) days and such Deadlock does not relate to a Special Deadlock Matter, no further action shall be taken at or pursuant to such meeting with respect to the proposal giving rise to such Deadlock, but such proposal may be presented at a subsequent meeting of the Global Venture Board and any resulting Deadlock shall be resolved in accordance with this Section 8.5. If the Global Venture Board is unable to resolve such Deadlock within such period and such Deadlock relates to a Special Deadlock Matter, subject to Sections 8.5(j) and 8.6, either Related Party Group, within one hundred eighty (180) days of the end of such period, may, by written notice to the other Parties and the Global Venture Board, declare an Impasse unless (x) the Global Venture Board members shall have agreed in writing that an Impasse may not be declared with respect to such matter or (y) prior to such declaration the Parties shall have reached agreement with respect to such matter. Following the declaration of an Impasse pursuant to this Section 8.5(i), any Related Party Group within twenty (20) days may dissolve such Impasse by accepting the position of the other Related Party Group with respect to such matter. (j) Notwithstanding Section 8.5(i), if a Deadlock occurs at the Global Venture Board and such Deadlock relates to a Special Deadlock Matter and: (1) such Deadlock arose solely from the failure to adopt the Global Venture Strategic Plan because of a disagreement relating to a matter concerning a NAFTA Country; or (2) such Deadlock arose solely from the failure to adopt the Global Venture Strategic Plan because of a disagreement relating to a matter concerning the ROE Territory, - lxx - then, as applicable, any representative of the Sprint Parties on the ROW Board or any representative of the FT/DT Parties on the ROE Board may within thirty (30) days of the date such Deadlock first arose request that such Deadlock be resolved as a potential NAFTA Plan Action or ROE Plan Action, in which event, such Deadlock shall be referred to the Global Venture Committee and resolved as provided in Sections 8.5(e), (f), (g) and (h) (with such Deadlock being treated as though it originated at the Governing Board of the relevant JV Entity). (k) Notwithstanding anything to the contrary in this Section 8.5, none of the Sprint Parties or the FT/DT Parties shall have the right, or be required, to declare any Deadlock to be a Special Deadlock Matter, GBN Special Matter, NAFTA Plan Action or ROE Plan Action, as the case may be, while any Related Party Group has the Tie Breaking Vote. If the representative of any Party on any Governing Board fails to exercise its right under this Section 8.5 to declare a NAFTA Plan Action or an ROE Plan Action (including in order to prevent resolution of a Deadlock as a Special Deadlock Matter), no Party shall thereafter have the right to declare any NAFTA Plan Action or ROE Plan Action until such Special Deadlock Matter has been resolved. Section 8.6. No Impasse Period. Notwithstanding anything to the contrary in this Article 8, for a period of three years commencing on the Closing Date, no failure of the Global Venture Board to resolve any Deadlock relating to a Special Deadlock Matter shall result in the right of any Party to declare an Impasse unless such Special Deadlock Matter relates to a Funding Deadlock. Nothing in this Section 8.6 shall prohibit any Party from initiating any arbitration of a Dispute pursuant to Article 21 during such three-year period. ARTICLE 9. HOME COUNTRY ACTIVITIES Section 9.1. General. Subject to the provisions of the other Operative Agreements and Applicable Law, the JV Services shall be provided to customers in the United States by Sprint and its Subsidiaries and in France and Germany by FT, DT and their respective Subsidiaries (other than Atlas and its Subsidiaries) as described in Section 2.2(b). Section 9.2. Conformity to Venture Policies. To the extent not prohibited by Applicable Law, the Parties will conduct their businesses related to the Joint Venture in their respective Home Countries so as to conform with the Global Policies; provided that no Related Party Group shall be required to conduct its business to conform to any Global Policies which are initially established by the Global Venture Board while the other Related Party Group has the Tie-Breaking Vote, unless the Non-Tie Breaking Party agreed to such Global Policies. - lxxi - ARTICLE 10. OTHER ACTIVITIES BY THE PARTIES AND THE JOINT VENTURE Section 10.1. In General. The Parties acknowledge that to support their intention to make the Joint Venture the principal embodiment and global reference point of the International Telecommunications Services Business of the Parties and to protect adequately their interests in the JV Entities, it is necessary and essential that the Parties enter into and adhere to the covenants contained in this Article 10. Section 10.2. Non-Competition Obligations. (a) Except as provided in Sections 8.2, 8.3, 10.3, 10.4, 10.6 and 10.7, from and after the Closing Date no Party or any of its Affiliates shall: (i) Offer Competing Services; or (ii) Invest or Participate in any Person that Offers Competing Services. (b) (i) Except as required by Applicable Law, no senior officer or member of the board of directors of a Sprint Party shall serve as a senior officer or member of a board of directors, managing board or similar governing body ("Governing Body") of a Major Competitor of FT/DT; provided that no participation by a member of the Governing Body of Sprint appointed by FT or DT in the senior management or on the Governing Body of a Major Competitor of FT/DT shall constitute a breach of this Section 10.2(b)(i) by the Sprint Parties; and (ii) Except that a member of the Conseil d'Administration of FT appointed as a member of such board (A) by the Government of France (a "Government-Appointed Member") or (B) by any union or employee group of FT (an "Employee-Appointed Member") may participate in the senior management or on the Governing Body of a Major Competitor of Sprint, no senior officer or member of the Conseil d'Administration of FT or the Vorstand of DT or any similar body (excluding, in the case of DT, its Aufsichtsrat) of an FT/DT Party shall serve as a senior officer or member of a Governing Body of a Major Competitor of Sprint. To the extent permitted by Applicable Law, FT will adopt reasonable procedures to ensure that no Government-Appointed Member or Employee-Appointed Member who participates in the senior management or on the Governing Body of a Major Competitor of Sprint has access to sensitive information regarding the activities of Sprint or the Joint Venture or otherwise is involved in matters in which such Government-Appointed Member or Employee-Appointed Member has a conflict of interest with respect - lxxii - to Sprint or the Joint Venture. The implementation of such procedures, if any, shall be accurately reflected in the minutes of the deliberations of the Conseil d'Administration of FT. (c) For the purposes of this Article 10, a "Section 10 Affiliate" of a Party shall mean any Person in which such Party directly or indirectly has or acquires an equity interest representing 20% or more (but not more than 50%) of the aggregate voting power of such Person. Each Party shall cause each of its Affiliates, other than its Section 10 Affiliates, to comply with the obligations of such Affiliate under this Article 10. Except as provided in Sections 8.2, 8.3, 10.3, 10.4 (other than Sections 10.4(b) and (c) and except that, for purposes of Section 10.4(f), if the 1% threshold referred to in such Section is exceeded, the relevant Party shall comply with the requirements of this Section 10.2(c) rather than the requirements of Section 10.4(c)(i) or (ii)) and 10.6, if a Section 10 Affiliate of a Party (a) Offers Competing Services or Competing LD Services or (b) Invests or Participates in any Person that Offers Competing Services or Competing LD Services, subject to the second to last sentence of this Section 10.2(c), such Party shall, at the request of the representatives of the other Parties on the Global Venture Board (the "Unrelated Representatives") (subject, in the event that a representative of the Sprint Parties is one of such Unrelated Representatives, to approval of such request in accordance with Section 15.38), use commercially reasonable efforts to (A) cause such Section 10 Affiliate to transfer to the Joint Venture the assets (and related liabilities) used to Offer the Competing Services and the Competing LD Services (the "Competing Business") or (B) if such Party is not permitted or does not have the ability to cause the transfer of the Competing Business to the Joint Venture, sell to the Joint Venture such Party's equity interest in such Section 10 Affiliate, in each case at the Appraised Value. If the Unrelated Representatives determine that the Joint Venture should not acquire the Competing Business or such Party's equity interest in such Section 10 Affiliate, such Party shall use commercially reasonable efforts to (x) cause such Section 10 Affiliate to divest such Competing Business or (y) divest its equity interest in such Section 10 Affiliate within a commercially reasonable time; provided that if a Section 10 Affiliate of a Party begins to Offer (1) Competing Services as a result of the introduction of a new JV Service by a decision of the Global Venture Board or a new service by a Regional Operating Group through a NAFTA Plan Action or an ROE Plan Action or (2) Competing LD Services as a result of a National Operation or a Public Telephone Operator becoming an Affiliated National Operation or an Affiliated Public Telephone Operator, and the Unrelated Representatives elect not to cause such Section 10 Affiliate to transfer to the Joint Venture the assets (and related liabilities) used to Offer the Competing Services or Competing LD Services, or such Section 10 Affiliate is not permitted or does not have the ability to cause the transfer of such Competing Business to the Joint Venture, then notwithstanding the foregoing, such Competing Business shall be - lxxiii - treated as an Excluded Business in accordance with Section 10.4(d). For purposes of this Section 10.2(c), the term "Affiliate," when used in the sections referred to in the introductory clause of the third sentence of this Section 10.2(c), shall mean an "Affiliate" as defined in Section 1.1 and a "Section 10 Affiliate." Section 10.3. National Operations; Public Telephone Operators. (a) From and after the Closing Date no Party or any of its Affiliates shall: (i) Offer any national long distance services in competition with an Affiliated National Operation or an Affiliated Public Telephone Operator ("Competing LD Services"), provided that, subject to Section 10.3(c), a Party or its Affiliates may Invest or Participate in a Public Telephone Operator Offering Competing LD Services; (ii) Invest or Participate in any Person if such Person Offers Competing LD Services, provided that, subject to Section 10.3(c), a Party or its Affiliates may Invest or Participate in a Public Telephone Operator Offering Competing LD Services; (iii) Invest or Participate in any National Operation if such National Operation is allied with a Major Competitor of the Joint Venture as determined in accordance with criteria established by the Global Venture Board; or (iv) Except as provided in Section 10.3(b), Invest or Participate in any National Operation or Public Telephone Operator if a Competing Person is a Material Participant in such National Operation or Public Telephone Operator at the time of such Investment or Participation. Subject to the foregoing and Sections 10.3(c) and (d), from and after the Closing Date, a Party and its Affiliates may Invest or Participate in a National Operation or Public Telephone Operator that at any time Offers Competing Services. (b) Notwithstanding Section 10.3(a)(iv), if, after the Closing Date, a Party or any of its Affiliates proposes to Invest or Participate in a Public Telephone Operator and a Governmental Authority having authority over the privatization or disposition of securities of such Public Telephone Operator requires that a Competing Person also participate in such Investment or Participation, such Party or its Affiliates may Invest or Participate in such Public Telephone Operator with the prior written consent of each other Party, which consent each other - lxxiv - Party agrees will not be unreasonably withheld. If any such other Party withholds its consent to such Investment or Par ticipation, such Party shall specify the basis for withholding consent in reasonable detail so as to avoid similar issues or disputes with respect to any subsequent proposed Investment or Participation. (c) Except as prohibited by Section 10.3(a), if, after the Closing Date, a Party or any of its Affiliates proposes to Invest or Participate in any Public Telephone Operator by the purchase from a Governmental Authority of any original ownership interest therein, such Party may (subject, in the event that Sprint or its Affiliate proposes to make such Investment or Participation, to approval in accordance with Section 15.38), in its sole and absolute discretion, allow the Joint Venture or any one or more of the other Parties to participate in such Party's Investment or Participation on terms and conditions satisfactory to such Party. If such Party determines, in its sole and absolute discretion, that neither the Joint Venture nor any other Party or Parties will participate in such Party's Investment or Participation in such Public Telephone Operator, subject to Section 10.3(a), such Party or its Affiliates may Invest or Participate in such Public Telephone Operator without any Invest ment or Participation by the Joint Venture or any other Party, provided that, subject to Section 10.3(a), the Joint Venture and each other Party or their respective Affiliates may also separately Invest or Participate in such Public Telephone Operator. (d) Except as prohibited by Section 10.3(a), if, after the Closing Date, a Party or any of its Affiliates proposes to Invest or Participate in any National Operation, such Party shall first offer the Joint Venture the opportunity to Invest or Participate in such National Operation in accordance with such procedures as may be established from time to time by the Global Venture Board (the "First Offer Procedures"). If the Global Venture Board rejects the first offer or fails to respond to the first offer in accordance with the First Offer Procedures, subject to Section 10.3(a), such Party or its Affiliates may (subject, in the event that Sprint or its Affiliate proposes to make such Investment or Participation, to approval in accordance with Section 15.38) Invest or Participate in such National Operation, so long as, in the case the Global Venture Board has rejected such first offer, such Party's representative on the Global Venture Board voted in favor of the Joint Venture Investing or Participating in such National Operation. (e) If, after the Closing Date, a Party or any of its Affiliates Invests or Participates in a National Operation or a Public Telephone Operator pursuant to this Section 10.3, such Party or Affiliate, as the case may be, shall use commercially reasonable efforts to cause such National Operation or Public Telephone Operator to enter into an Affiliation Agreement with the appropriate JV Entity, and such JV Entity shall negotiate in - lxxv - good faith to enter into an Affiliation Agreement with such National Operation or Public Telephone Operator in accordance with Section 16.8, unless the Global Venture Board, in its sole and absolute discretion pursuant to Section 3.1(c)(x), shall have not approved the entering into of such Affiliation Agreement with such Person. (f) Subject to Section 3.1(c)(ix), a Regional Operating Group may, pursuant to its own initiative or pursuant to a proposal of a Party in accordance with Section 10.3(c) or (d), Invest or Participate in a National Operation or Public Telephone Operator within the territory of operation of such Regional Operating Group. Any Person formed by a Regional Operating Group to Invest or Participate in any such National Operation or Public Telephone Operator shall be (i) formed, owned and managed as a Wholly Owned Subsidiary of the Regional Operating Group having responsibility for the territory in which such National Operation or Public Telephone Operator exists, and (ii) subject to the Operative Agreements. If the Global Venture Board approves such an Investment or Participation in a National Operation or a Public Telephone Operator pursuant to Section 3.1(c)(ix), the Parties shall, as necessary, vote their Venture Interests, and cause their representatives on the relevant Governing Board to vote, in favor of such Investment or Participation. Section 10.4. Non-Competition Exceptions. Except as expressly set forth in this Section 10.4, nothing in this Article 10 shall be construed to prohibit any of the following activities by a Party or any of its Affiliates after the Closing Date: (a) Applicable Law. The compliance by a Party and its Affiliates with Applicable Law, including any such Applicable Law requiring that a Party or any of its Affiliates provide products, services or facilities to or with any Person. (b) New Investments. (i) The acquisition by a Party (directly or indirectly through an Affiliate) of a Person (other than a National Operation or Public Telephone Operator) or an equity interest in such a Person through merger, consolidation, purchase of stock or assets or otherwise, if the annual consolidated gross revenues attributable to Competing Services and Competing LD Services of such Person do not exceed 50% of the annual consolidated gross revenues of such Person as set forth in the most recently available audited financial statements of such Person as of the date of execution of the definitive agreement providing for such acquisition; provided that such Party (the "Acquiring Party") shall, at the request of the Unrelated Representatives (subject, in the event that a representative of the Sprint Parties is one of such Unrelated Representatives, to approval of such request in accordance with Section 15.38): (A) use commercially reasonable efforts to cause such Person to transfer to the Joint Venture the Competing Business, or (B) if the Acquiring Party is not permitted or does not have the ability - lxxvi - to cause the transfer of the Competing Business to the Joint Venture, sell to the Joint Venture the Acquiring Party's equity interest in such Person, in each case at the Appraised Value. If the Unrelated Representatives determine that the Joint Venture should not acquire the Competing Business or the Acquiring Party's equity interest in such Person, the Acquiring Party shall use commercially reasonable efforts to (A) cause such Person to divest such Competing Business or (B) divest its equity interest in such Person within a commercially reasonable time. (ii) Each Party and its Affiliates will use commercially reasonable efforts when Investing or Participating in any Person that it can reasonably foresee will Offer Competing Services or Competing LD Services not to enter into any arrangements that would prohibit such Party or its Affiliates from either causing such Person to sell the Competing Business or divesting its equity interest in any such Person. (c) New Competitive Activity. The continued holding by a Party (directly or indirectly through an Affiliate) of an equity interest: (i) in a Person which begins to Offer Competing Services or Competing LD Services as a result of an expansion of the activities of such Person; provided that such Party shall, at the request of the Unrelated Representatives (subject, in the event that a representative of the Sprint Parties is one of such Unrelated Representatives, to approval of such request in accordance with Section 15.38), use commercially reasonable efforts to (A) cause such Person to transfer to the Joint Venture the Competing Business, or (B) if such Party is not permitted or does not have the ability to cause the transfer of the Competing Business to the Joint Venture, sell to the Joint Venture such Party's equity interest in such Person, in each case at the Appraised Value. If the Unrelated Representatives determine that the Joint Venture should not acquire the Competing Business or such Party's equity interest in such Person, such Party shall use commercially reasonable efforts to (A) cause such Person to divest such Competing Business or (B) divest its equity interest in such Person (subject to existing contractual restrictions on such transfer) within a commercially reasonable time; or (ii) in a Person which begins to Offer (x) Competing Services as a result of the introduction of a new JV Service by a decision of the Global Venture Board or a new service by a Regional Operating Group through a NAFTA Plan Action or an ROE Plan Action or (y) Competing LD Services as a result of a National Operation or a Public Telephone Operator becoming an Affiliated National Operation or an Affiliated Public Telephone Operator, as the case may be; provided that the Unrelated Representatives (subject, in the event that a representative of the Sprint Parties is one of the Unrelated Representatives, to approval of such decision in accordance with Section 15.38) may require such Party to (A) cause such Person to transfer to the - lxxvii - Joint Venture the Competing Business, or (B) if such Party is not permitted or does not have the ability to cause the transfer of the Competing Business to the Joint Venture, transfer to the Joint Venture such Party's equity interest in such Person, in each case at the Appraised Value. If the Unrelated Representatives determine that the Joint Venture should not acquire the Competing Business or such Party's equity interest in such Person, such Competing Business shall be treated as an Excluded Business in accordance with Section 10.4(d). (iii) Notwithstanding Sections 10.4(c)(i) and (ii), the equity interest of a Party or its Affiliate in a Public Telephone Operator that begins to Offer Competing Services or Competing LD Services or a National Operation that begins to Offer Competing Services shall not be subject to the restrictions contained in Section 10.4(c)(i) or (ii); provided that the equity interest of a Party or its Affiliate in a National Operation that begins to Offer Competing LD Services shall be subject to such restrictions. (iv) If a Party or its Affiliate is not legally permitted to (A) cause such Person to transfer the Competing Business or (B) divest its equity interest in such Person to the Joint Venture or a third party, as applicable, pursuant to this Section 10.4(c), such transfer will be postponed until such transfer is possible. (d) Excluded Businesses. Subject to Section 10.5, the continued ownership by a Party (directly or indirectly through an Affiliate) of its current ownership interest in any Excluded Business and the conduct by such Party or its Affiliate of such Excluded Business with any Person. (e) Non-Exclusive Businesses. Subject to any restrictions contained in any other Operative Agreement, the conduct by a Party (directly or indirectly through an Affiliate) of any Non-Exclusive Businesses. (f) De Minimis Competing Services. Subject to Sections 10.3(c) and (d), the Offer by any Affiliate of any Party (other than a direct Subsidiary of such Party) of Competing Services or Competing LD Services; provided that (i) such Affiliate does not principally Offer Competing Services or Competing LD Services, and (ii) the annual aggregate gross revenues of such Affiliate attributable to such services do not exceed 1% of the annual consolidated gross revenues of the Regional Operating Group in the territory in which such services are Offered. If the foregoing 1% threshold is exceeded, the relevant Party will comply with the requirements of Section 10.4(c)(i) or (ii), as applicable. (g) Bilateral Arrangements and Facilities. Any and all activities of a Party or any Affiliate of a Party relating to bilateral correspondent relationships and bilateral facilities, - lxxviii - to the extent not inconsistent with the Route Management Agreement. (h) Five Percent Investments. The acquisition or ownership by a Party (directly or indirectly through an Affiliate) of any securities of a Publicly Held Person (other than a National Operation or a Public Telephone Operator), if such securities (i) were not acquired directly from such Person in a private placement or similar transaction, (ii) do not repre sent more than 5% of the aggregate voting power of the outstand ing equity securities of such Person (assuming the conversion, exercise or exchange of all such securities held by such Party or its Affiliate that are convertible, exercisable or exchangeable into or for voting securities), and (iii) in the case of debt securities, entitle the holder thereof to receive only interest or other returns that are not based on the value or results of operations of such Person; provided that a Competing Person shall not be a Material Participant in such Publicly Held Person at the time such investment was made. (i) Investment Funds. The acquisition or ownership (directly or indirectly through an Affiliate) by a Party of an ownership interest in an investment fund or plan (including pension and retirement plans) investing on behalf of the employees or retirees of such Party or its Affiliates or the continued sponsorship by such Party (or Affiliate) thereof; provided that no investment by any such fund or plan has the purpose or effect of changing or influencing the Control of any Person that Offers Competing Services or Competing LD Services. (j) Businesses to be Transferred to the Joint Venture. The continued ownership by a Party (directly or indirectly through an Affiliate) of its current ownership interest in any Transferred Assets to be transferred to the Joint Venture pursuant to the Transfer Agreements after the Closing Date and the conduct by such Party or its Affiliate of the business related to such Transferred Assets. (k) Franco-German Traffic. Any and all activities of FT, DT or any of their Subsidiaries related to the provision of services within the scope of International Telecommunication Services Business to the extent such traffic is between France and Germany. (l) Distribution of JV Services. The Offer by any Party of the JV Services in its Home Country pursuant to the Operative Agreements. (m) Principal Products. Subject to any restrictions contained in any other Operative Agreement, the Offer by any Party (directly or indirectly through an Affiliate) of "Principal Products" as described in the Operating Entities Services Agreement. - lxxix - (n) Spun-Off Entity. The continued ownership by a Party, directly or indirectly, of its ownership interest in any Spun-Off Entity, unless such Spun- Off Entity is a Controlled Affiliate of such Party. (o) Eunetcom. Any and all activities of Eunetcom to the extent related to the performance by Eunetcom of its customer Contracts in existence on the Closing Date. The FT/DT Parties have identified on Schedule 10.4(o) hereto all customer Contracts of Eunetcom in existence on the date hereof. The FT/DT Parties shall deliver to the Sprint Parties on the Closing Date a list of all customer Contracts of Eunetcom in existence on the Closing Date. (p) Sprint's Businesses in France and Germany. The Master Transfer Agreement Term Sheet provides, among other things, that the Parties have not determined whether the businesses of Sprint International, Inc. and its Affiliates located in France and Germany will be contributed to the Joint Venture. The Parties agree that, if such businesses are not contributed to the Joint Venture on the Closing Date, nothing in Article 10 of this Agreement shall be construed to prohibit for a period of twelve (12) months following the Closing Date (i) the continued ownership by Sprint and its Affiliates of such businesses, (ii) any activities of Sprint and its Affiliates in connection with the performance of the contracts of such businesses existing on the Closing Date, or (iii) any activities of Sprint and its Affiliates in connection with the orderly sale, divestiture or wind down of such businesses. Sprint agrees that if such businesses are not contributed to the Joint Venture on the Closing Date (1) such businesses will conduct only the activities specified in the preceding sentence during the twelve (12) month period following the Closing Date, and (2) Sprint will sell, divest or wind down such businesses within such period (subject, in the event that any such sale or divestiture is made to FT, DT, Atlas or any of their respective Affiliates, to approval of such sale or divestiture in accordance with Section 15.38). (q) Alliance Between Sprint and Telmex. Between the date hereof and the date that is six (6) months after the Closing Date, the Parties will enter into negotiations with Telefonos de Mexico ("Telmex") with the intention that the Joint Venture and Telmex enter into an Affiliation Agreement with respect to the Venture Business in Mexico. If the Joint Venture and Telmex enter into such an Affiliation Agreement, those aspects of the strategic alliance between Sprint and Telmex as described in the letter, dated April 18, 1995, between Sprint and Telmex (the "Telmex Alliance"), as appropriate, will be transferred (subject to approval of such transfer in accordance with Section 15.38) to the Joint Venture. If the Joint Venture and Telmex do not enter into such an Affiliation Agreement on or before the Closing Date, any activities of Sprint and its Affiliates in connection with the Telmex Alliance will be treated as an Excluded Business until - lxxx - the date on which such an Affiliation Agreement is entered into; provided, however, that if the Joint Venture and Telmex do not enter into such an Affiliation Agreement within six (6) months after the Closing Date, within twelve (12) months after the end of such six (6) month period, Sprint will terminate any of the activities of Sprint or its Affiliates in connection with the Telmex Alliance that compete with the Joint Venture or terminate its involvement in the Telmex Alliance, unless prior to the end of such twelve (12) month period the Joint Venture and Telmex enter into such an Affiliation Agreement. Section 10.5. Review of Excluded Businesses. (a) As soon as practicable after the date hereof, but no later than the Closing Date, the Parties shall negotiate in good faith to agree upon the scope of the Excluded Businesses (the "Approved Scope"). After the Closing Date, the Global Venture Board shall review each year the Excluded Businesses to determine whether any further action should be taken with respect thereto. (b) If any Party reasonably believes that the Excluded Business of another Party (the "Affected Party") Offers Competing Services or Competing LD Services after the Closing Date in a manner that materially exceeds the Approved Scope of such Excluded Business (such activity and related liabilities, the "Excess Activity"), such Party may bring the matter to the Global Venture Board during such annual review. If the Unrelated Representatives reasonably determine that any Excess Activity has occurred during the prior year, and that such Excess Activity should be sold to the Joint Venture, the Affected Party shall use commercially reasonable efforts (A) to transfer to the Joint Venture the Excess Activity, or (B) if such Party is not permitted or does not have the ability to cause the transfer of such Excess Activity, to sell to the Joint Venture the Affected Party's equity interest in the Excluded Business, in each case at the Appraised Value. If the Unrelated Representatives are unable to agree within a reasonable time as to whether any Excess Activity has occurred or upon any measures relating to the Excess Activity, the Affected Party owning the Excluded Business may continue to conduct the Excess Activity. If the Unrelated Representatives determine that measures other than those described in clauses (A) and (B) above are appropriate and if the Affected Party disagrees with such measures, the Affected Party shall use commercially reasonable efforts to divest such Excess Activity within a commercially reasonable time. If the Affected Party is not legally permitted to transfer the assets and liabilities relating to such Excess Activity or its equity interest in such Excluded Business to the Joint Venture or a third party, as applicable, such transfer will be postponed until such transfer is possible. Section 10.6. Passive Sales; Customer Preferences, Etc. - lxxxi - (a) Nothing in this Article 10 or any provision of any other Operative Agreement shall be deemed to prohibit "passive sales," in which any Party or JV Entity or any Affiliate of such Party or JV Entity, pursuant to an unsolicited request from a customer, contracts directly with such customer, regardless of such customer's location, for the provision to such customer through the Joint Venture of services included within the scope of the Venture Business to the extent required by Applicable Law. (b) If a Party or any of its Affiliates receives an unsolicited request from a customer of a Party or any of its Affiliates or of the Joint Venture to enter into a Contract to provide to such customer in conjunction with other Persons a service that is then currently Offered by the Joint Venture, such Party or its Affiliates will use commercially reasonable efforts to persuade such customer to purchase such service from the Joint Venture. If despite such Party's efforts, the customer prefers not to purchase such service from the Joint Venture, such Party will refer such matter to the Global Venture Office which, within ten (10) Business Days, will present its observations regarding such matter to one of the representatives of such Party on the Global Venture Committee for final resolution by such representative. Notwithstanding the foregoing, the Parties agree that the customer's preference will be honored in all cases. (c) If a Party or any of its Affiliates receives an unsolicited request from a customer of a Party or any of its Affiliates or of the Joint Venture to enter into a Contract to provide to such customer a service within the scope of the Venture Business that is not then currently being provided by the Joint Venture, such Party or its Affiliate shall first offer to the Joint Venture the opportunity to enter into such Contract in accordance with the First Offer Procedures. If the Global Venture Board rejects the first offer or fails to respond to the first offer in accordance with the First Offer Procedures, such Party or its Affiliate may enter into such Contract, so long as, in the case the Global Venture Board rejected such first offer, such Party's representative on the Global Venture Board voted in favor of the Joint Venture entering into such Contract. Notwithstanding the foregoing, the Parties agree that the customer's preference will be honored in all cases. Section 10.7. Home Country Activities. Each Party will (subject, in the case of a Home Country Opportunity of Sprint or its Subsidiaries, to approval in accordance with Section 15.38) seek to provide opportunities to the other Parties to Invest or Participate with such Party or any of its Affiliates (excluding Section 10 Affiliates) in Home Country Opportunities in which such Party or Affiliate proposes to Invest or Participate after the Closing Date; provided, however, that no Party or any of its Affiliates shall have any obligation to provide or to seek to provide a Home Country Opportunity to the other Parties if such Party concludes, in its sole and absolute discretion, that providing, or seeking to provide, such Home - lxxxii - Country Opportunity to the other Parties (i) would not be permitted by Applicable Law, (ii) would materially delay, interfere with or jeopardize the consummation of such transaction, or (iii) would not be in the best interests of such Party or its Affiliate. No Party or any of its Affiliates shall have any liability under this Agreement or any other Operative Agreement as a result of a failure to provide or to seek to provide a Home Country Opportunity to the other Parties. ARTICLE 11. CONTRIBUTIONS TO JV ENTITIES; ASSUMED LIABILITIES Section 11.1. Initial Capital Contributions; Assumed Liabilities. (a) The Parties have identified on Schedule 11.1(a) certain businesses and other assets to be contributed by the Sprint Parties, on the one hand, and the FT/DT Parties, on the other, to the Joint Venture on the Closing Date. The Master Transfer Agreement shall specify in reasonable detail the assets (tangible and intangible), contract rights and personnel comprising such businesses and other assets and shall identify such businesses and assets as (i) Sprint GBN Assets, Sprint ROW Assets and Sprint ROE Assets, (ii) FT GBN Assets, FT ROW Assets and FT ROE Assets, and (iii) DT GBN Assets, DT ROW Assets and DT ROE Assets. (b) At Closing, upon the terms and subject to the conditions set forth herein, in the Master Transfer Agreement and the other Operative Agreements, (i) Sprint and Sprint Sub shall, and shall cause their Affiliates to, transfer (A) the Sprint GBN Assets to the relevant JV Entities within the GBN Group, (B) the Sprint ROW Assets to the relevant JV Entities within the ROW Group and (C) the Sprint ROE Assets to the relevant JV Entities within the ROE Group; and Sprint and Sprint Sub shall, and shall cause their Affiliates to, enter into the other Operative Agreements to which they are parties; (ii) FT shall, and shall cause its Affiliates to, transfer (A) the FT GBN Assets to the relevant JV Entities within the GBN Group, (B) the FT ROW Assets to the relevant JV Entities within the ROW Group and (C) the FT ROE Assets to the relevant JV Entities within the ROE Group; and FT shall, and shall cause its Affiliates to, enter into the other Operative Agreements to which they are parties; and - lxxxiii - (iii) DT shall, and shall cause its Affiliates to, transfer (A) the DT GBN Assets to the relevant JV Entities within the GBN Group, (B) the DT ROW Assets to the relevant JV Entities within the ROW Group and (C) the DT ROE Assets to the relevant JV Entities within the ROE Group; and DT shall, and shall cause its Affiliates to, enter into the other Operative Agreements to which they are parties. (c) At Closing, upon the terms and subject to the conditions set forth herein, in the Master Transfer Agreement and the other Operative Agreements, FT, DT and Sprint and their respective Affiliates shall transfer to the relevant JV Entities, and such JV Entities shall assume, the FT International Liabilities, the DT International Liabilities and the Sprint International Liabilities. (d) The Parties agree that, upon the terms and subject to the conditions set forth herein, in the Master Transfer Agreement and the other Operative Agreements, either (i) all ownership rights in the applicable businesses and other assets referred to in Section 11.1(a) shall be transferred to the relevant JV Entity on the Closing Date, or (ii) the benefit of use of the applicable businesses and other assets will be made available to the relevant JV Entity through license, lease or otherwise for the entire term of the Joint Venture. Section 11.2. Contributions of Venture Interests to Sprint Sub and Atlas. (a) Unless otherwise agreed by the Parties, Sprint covenants that at Closing, it will, and it will cause its Affiliates to, transfer any and all Venture Interests received by it or its Affiliates pursuant to the Transfer Agreements to Sprint Sub. (b) Unless otherwise agreed by the Parties, each of FT and DT covenants that at Closing, it will, and it will cause its Affiliates to, transfer any and all Venture Interests received by it or its Affiliates pursuant to the Transfer Agreements to Atlas. Section 11.3. Additional Capital of the Venture. (a) Except as provided in Section 8.1 with respect to GBN Special Matters, Section 8.2 with respect to NAFTA Plan Actions and Section 8.3 with respect to ROE Plan Actions, the Governing Board of any JV Entity may require each of its JV Entity Shareholders (and each JV Entity Shareholder agrees) to make additional capital contributions ("Additional Capital Contributions") to such JV Entity in such amounts and at such times as shall be set forth in the relevant Business Plan (each such requirement, a "Capital Call"). - lxxxiv - (b) If the Governing Board of a JV Entity determines to make a Capital Call, the Governing Board shall send to each JV Entity Shareholder and each Party a Capital Call notice ("Capital Call Notice"), which shall set forth, among other things, the amount of Additional Capital Contributions to be made by each of the JV Entity Shareholders and the period (the "Capital Call Period") within which such Additional Capital Contributions shall be made which shall not end less than ten (10) days from the date on which such Capital Call Notice is given. Upon receipt of Additional Capital Contributions from all JV Entity Shareholders in accordance with the Capital Call Notice pursuant to this Section 11.3(b), the JV Entity shall issue to each JV Entity Shareholder such number of nonvoting equity interests as shall be determined in accordance with the Funding Principles. Section 11.4. Failure to Make Additional Capital Contributions. (a) Following the expiration of a Capital Call Period, the JV Entity shall promptly notify each of its JV Entity Shareholders of the failure by any JV Entity Shareholder (a "Defaulting Shareholder") to make its respective Additional Capital Contribution pursuant to the Capital Call Notice (such failure to make an Additional Capital Contribution is referred to herein as a "Funding Breach"). The Defaulting Shareholder shall have thirty (30) days (the "First Cure Period") from the date of notice of the Funding Breach to cure such Funding Breach by delivering to the JV Entity the Additional Capital Contribution required under the Capital Call Notice together with interest thereon calculated at the Applicable LIBOR Rate plus 10 percentage points per annum from the date of the Funding Breach to the date of payment. (b) If a Defaulting Shareholder shall fail to deliver its Additional Capital Contribution together with interest thereon as provided in Section 11.4(a) within the First Cure Period, then a funding default (a "Funding Default") shall have occurred and all rights of the Defaulting Shareholder to receive additional equity interests in the JV Entity pursuant to such Capital Call shall cease and, for a period of ninety (90) days after the occurrence of the Funding Default, the non-defaulting shareholder (the "Non-Defaulting Shareholder") shall have the option to provide (subject, in the event that Sprint or its Affiliate is the Non-Defaulting Shareholder, to approval of the exercise of such right in accordance with Section 15.38) all or any part of the Defaulting Shareholder's Additional Capital Contribution to the JV Entity without payment of any penalty interest. If a Sprint Party commits a Funding Breach and such Funding Breach becomes a Funding Default as a result of a failure by the Defaulting Shareholder to cure such Funding Breach within the First Cure Period, the FT/DT Parties shall have the Tie-Breaking Vote as described in Section 18.1. If an FT/DT Party commits a Funding Breach and such Funding Breach becomes a Funding Default as a result of a failure by the Defaulting - lxxxv - Shareholder to cure such Funding Breach within the First Cure Period, the Sprint Parties shall have the Tie-Breaking Vote as described in Section 18.1. (c) At any time after the expiration of the First Cure Period and within one year (the "Second Cure Period") from the expiration of the Capital Call Period, the Defaulting Shareholder whose failure to cure a Funding Breach within the First Cure Period has caused a Funding Default shall have the right to cure the Funding Default in accordance with this Section 11.4(c). If the Defaulting Shareholder provides notice of its intent to cure the Funding Default, then promptly following the receipt of such notice by the JV Entity, the Per Share JV Entity Value of the outstanding Venture Interests in such JV Entity shall be determined in accordance with the Funding Principles. The Defaulting Shareholder may cure the Funding Default at any time on or prior to the expiration of the Second Cure Period by paying, in accordance with the Funding Principles, an amount equal to the greater of (A) the Defaulting Shareholder's Additional Capital Contribution that was not made by the Defaulting Shareholder (together with interest thereon from the date of the Funding Breach to the date of payment calculated at the Applicable LIBOR Rate plus 10 percentage points per annum) and (B) the Per Share JV Entity Value of the equity interests of such JV Entity which would be issued by such JV Entity in respect of the Defaulting Shareholder's Additional Capital Contribution that was not made by the Defaulting Shareholder. Such amount shall be paid to the JV Entity or the Non-Defaulting Shareholder as provided in the Funding Principles. If the Defaulting Shareholder cures the Funding Default within the Second Cure Period, the right of the Non-Defaulting Shareholder to the Tie-Breaking Vote shall be terminated and the Tie-Breaking Vote will be dissolved. If the Defaulting Shareholder fails to cure the Funding Default within the Second Cure Period, then the Non-Defaulting Shareholder shall continue to hold, subject to Section 20.11(a), the Tie-Breaking Vote and shall have the right to deliver a Termination Notice pursuant to Section 20.4. (d) The JV Entity shall issue to the JV Entity Shareholders such number of nonvoting equity interests in the JV Entity in respect of Additional Capital Contributions as shall be determined in accordance with the Funding Principles. To the extent that the issuance of such equity interests results in any adjustment of the Percentage Interests of the JV Entity Shareholders in the JV Entity, no such adjustment of the Percentage Interests shall affect the governance rights of the JV Entity Shareholders under this Agreement or the related Shareholders Agreement. (e) The provisions of this Section 11.4 shall not apply to the funding of GBN Special Matter Projects, NAFTA Plan Action Projects and ROE Plan Action Projects described in Sections 8.1, 8.2 and 8.3, respectively. - lxxxvi - (f) No JV Entity Shareholder shall be obligated to make additional capital contributions to the JV Entity of which it is a shareholder other than in such amounts and at such times as shall be set forth in the relevant Business Plan, provided that to the extent all of the JV Entity Shareholders of a JV Entity agree to make any such contributions, such contributions shall be treated as Additional Capital Contributions and governed by the provisions therefor contained in Sections 11.3 and 11.4. (g) Notwithstanding the foregoing, if FT or DT or any Wholly Owned Subsidiary of FT or DT commits a Funding Breach or Funding Default, FT (in the case of a Funding Breach or Funding Default by DT or any Wholly Owned Subsidiary of DT) and DT (in the case of a Funding Breach or Funding Default by FT or any Wholly Owned Subsidiary of FT) shall have the right to cure such Funding Breach or Funding Default at any time prior to the end of the Second Cure Period by delivering to the relevant JV Entity the Additional Capital Contribution required under the Capital Call Notice together with interest thereon calculated at the Applicable LIBOR Rate plus 10 percentage points per annum from the date of the Funding Breach or Funding Default to the date of payment. Any such cure of such a Funding Breach or Funding Default by FT or DT pursuant to this Section 11.4(g) shall have the same effect for all purposes of this Agreement as a cure of such Funding Breach or Funding Default by the Defaulting Shareholder prior to the end of the Second Cure Period. ARTICLE 12. CLOSING Section 12.1. Closing. (a) The Closing shall take place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York on the twentieth (20th) Business Day after the date all of the conditions set forth in Article 13 have been fulfilled or waived (except for such conditions to be fulfilled concurrently with the Closing, which shall be either fulfilled concurrently with the Closing or waived), or at such other date and time as the Parties shall agree in writing. At the Closing, upon the terms and subject to the conditions set forth herein, each Party will and will cause its Affiliates to take the actions described in Article 13 and this Section 12.1 and execute and deliver such other instruments and take all such other reasonable actions as are necessary to consummate the Transactions contemplated by Section 12.1(b) to be consummated by it and its Affiliates at the Closing. (b) At the Closing, upon the terms and subject to the conditions set forth herein, each of the Parties shall, and shall cause its Affiliates and, insofar as within its power, each of the JV Entities to, enter into each of the Operative Agreements - 1xxxvii - which has not been entered into prior to the Closing Date to which such Party, its Affiliates or such JV Entity, as the case may be, are parties, including the following Operative Agreements: (i) Atlas/ROE Services Agreement; (ii) Intellectual Property Agreements; (iii) Joint Venture Confidentiality Agreement; (iv) Services Agreements; (v) Shareholders Agreements; (vi) Tax Matters Agreement; and (vii) Transfer Agreements. Section 12.2. Termination Prior to Closing. This Agreement may be terminated at any time prior to Closing: (a) by any Party if it has become impossible to satisfy any condition precedent to such Party's obligations under this Agreement or any other Operative Agreement, provided that if such condition precedent has become impossible to satisfy as a result of the failure of such Party or any of its Affiliates to perform its obligations under this Agreement or any other Operative Agreement, then such Party may not exercise such right; (b) by consent in writing of all of the Parties; (c) by any Party if Closing would violate any final order, decree or judgment of any Governmental Authority having competent jurisdiction; (d) by FT or DT if any Sprint Party shall have failed to perform or comply in any material respect with any agreement or covenant contained herein which is required to be performed or complied with on or before Closing after having been provided written notice of, and a reasonable opportunity to cure, such failure; (e) by Sprint or Sprint Sub if any FT/DT Party shall have failed to perform or comply in any material respect with any agreement or covenant contained herein which is required to be performed or complied with on or before Closing after having been provided written notice of, and a reasonable opportunity to cure, such failure; (f) by the Sprint Parties upon written notice to the FT/DT Parties that it is exercising its right to terminate this Agreement pursuant to Section 15.36 hereof; - lxxxviii - (g) by any Party if the Investment Agreement shall not have been executed on or prior to July 31, 1995; and (h) by any Party if the Investment Agreement shall have been terminated in accordance with the terms thereof. If this Agreement is terminated pursuant to this Section 12.2, this Agreement shall forthwith cease to have effect between and among the Parties and all further obligations of the Parties shall terminate without further liability, except that (i) such termination shall not constitute a waiver of any rights any Party may have by reason of a breach of this Agreement, (ii) all representations and warranties contained in this Agreement shall survive for a period of one year following such termination, the covenants and agreements contained in Sections 15.1, 15.2, 15.3, 15.4, 15.5, 15.6 and 15.12 shall survive for a period of one year following such termination, and the other covenants and agreements contained herein shall survive such termination without limitation as to time, except as may be otherwise specified herein and subject to Applicable Law (including any applicable statute of limitations), and (iii) Sections 1.3 and 15.9 and Articles 21 and 23 shall continue in full force and effect. The survival of the representations, warranties, covenants and agreements for a specified period as provided above shall mean that no Party may bring a claim for breach of any such representation, warranty, covenant or agreement after such period. It is understood that, except as expressly provided in this Section 12.2, all representations, warranties, covenants and agreements contained herein shall be of no further force and effect after the termination of this Agreement pursuant to this Section 12.2. ARTICLE 13. CONDITIONS TO CLOSING Section 13.1. Conditions to Each Party's Obligations. The obligations of each of the Parties and their respective Affiliates to make their respective initial contributions described in Section 11.1 and the obligations of the Parties and their Affiliates to enter into the other Operative Agreements to which they are Parties and otherwise to consummate the Transactions to be consummated by them at Closing are subject to the fulfillment to the satisfaction of each of the Parties, as of the Closing Date, of the following conditions: (a) Governmental Approvals. (i) All notifications required pursuant to the HSR Act to carry out the Transactions shall have been made, and the applicable waiting period and any extensions thereof shall have expired or been - lxxxix - terminated without the imposition of any Burdensome Condition; (ii) (A) The Commission of the European Communities, pursuant to Article 85(3) of the Treaty of Rome, shall have granted an exemption which exempts this Agreement and each other Operative Agreement and the Transactions from the operation of Article 85(1) of the Treaty of Rome, without the imposition of any Burdensome Condition, or (B) each Party shall have determined, in its individual and sole discretion, that it is satisfied that such exemption will be granted in a reasonable time and without the imposition of a Burdensome Condition. (iii) FT shall have received the approvals of the French minister in charge of economic affairs and finance (ministre charge de l'economie et des finances) and the French minister in charge of posts and telecommunications (ministre charge des postes et des telecommunications) to carry out the Transactions, without the imposition of a Burdensome Condition. (iv) Either (A) DT shall have received the approval of the Bundeskartellamt to carry out the Transactions, without the imposition of a Burdensome Condition, or (B) the exemption referred to in clause (ii)(A) of this Section 13.1(a) shall have been obtained. (v) (A) An effective written order or other final action from the FCC (either in the first instance or upon review or reconsideration) affirming that (x) the Transactions do not result in a transfer of control within the meaning of Section 310(d) of the Communications Act; (y) a level of foreign ownership in Sprint of up to 28% is not inconsistent with the public interest; and (z) the Transactions are not otherwise inconsistent with the public interest, or an effective written order or other final action by the FCC (either in the first instance or upon review or reconsideration) to the effect that no such approval is required; or (B) an effective written order from, or other final action taken by, the FCC pursuant to delegated authority (either in the first instance or upon review or reconsideration) affirming that (x) the Transactions do not result in a transfer of control within the meaning of Section 310(d) of - xc - the Communications Act; (y) a level of foreign ownership in Sprint of up to 28% is not inconsistent with the public interest; and (z) the Transactions are not otherwise inconsistent with the public interest, or an effective written order from, or other final action taken by, the FCC pursuant to delegated authority (either in the first instance or upon review or reconsideration) to the effect that no such approval is required, which order or final action shall no longer be subject to further administrative review; shall have been obtained, and shall not have been revoked or stayed as of the Closing Date, and such order or final action shall not impose any Burdensome Condition, provided that any Party may waive the requirement that any such order or final action contain the provision described in clause (y) of subsection (A) or (B) above and such waiver shall be binding upon all Parties. For purposes of this Section 13.1(a)(v), an order from, or other final action taken by, the FCC pursuant to delegated authority shall be deemed no longer subject to further administrative review: (x) if no petition for reconsideration or application for review by the FCC of such order or final action has been filed within thirty (30) days after the date of public notice of such order or final action, as such 30-day period is computed and as such date is defined in Sections 1.104 and 1.4 (or any successor provisions), as applicable, of the FCC's rules, and the FCC has not initiated review of such order or final action on its own motion within forty (40) days after the date of public notice of the order or final action, as such 40-day period is computed and as such date is defined in Sections 1.117 and 1.4 (or any successor provisions) of the FCC's rules; or (y) if any such petition for reconsideration or application for review has been filed, or if the FCC has initiated review of such order or final action on its own motion, the FCC has issued an effective written order or taken final action to the effect set forth in subsection (A) above. (vi) (A) The Commission of the European Communities (the "EU"), pursuant to Article 85(3) of the Treaty of Rome, shall have granted an exemption which exempts the Atlas Joint Venture Documents and the Atlas Transactions from the operation of Article 85(1) of the Treaty of Rome without the imposition of any Burdensome Condition, or (B) each Party shall have determined, in its - xci - individual and sole discretion, that it is satisfied that such exemption will be granted in a reasonable time without the imposition of a Burdensome Condition. (vii) All other Governmental Approvals required to be obtained to consummate the Transactions shall have been obtained, and all applicable pre-consummation waiting periods shall have expired, except for Governmental Approvals and waiting periods the failure of which to obtain or satisfy would not, individually or in the aggregate, be reasonably likely to impose a Burdensome Condition on any Party or materially and adversely affect the ability of any Party to perform its obligations hereunder or under the other Operative Agreements. (viii) The other Governmental Approvals set forth on Schedule 13.1(a)(viii) which are necessary to the formation of Atlas shall have been received, without the imposition of a Burdensome Condition. (ix) No order of any Governmental Authority or Injunction restraining or preventing the consummation of the Atlas Transactions or putting in doubt the validity of any of the Atlas Joint Venture Documents in any material respect shall be in effect. (x) No action shall have been taken by any Governmental Authority to rescind or withdraw any of the Governmental Approvals described or referred to in this Section 13.1, or to rescind the termination of the review and investigation of the Transactions under Exon-Florio, and no action shall have been taken to modify any such Governmental Approvals or any determination with respect to the investigation under Exon-Florio in a manner that would impose a Burdensome Condition. (b) No Injunctions. No order of any Governmental Authority (including a court order) shall have been entered that enjoins, restrains or prohibits the consummation of the Transactions or puts in doubt the validity of this Agreement, any Intellectual Property Agreement, the Global Backbone Network Services Agreement, the Operating Entities Services Agreement, the Route Management Agreement, any Shareholders Agreement, the Tax Matters Agreement or the Master Transfer Agreement in any material respect. (c) Investment Agreement Closing. The conditions to the "First Closing" as such term is defined in the Investment Agreement shall have been fulfilled or validly waived and the - xcii - First Closing shall have occurred simultaneously with the Closing. (d) Operative Documents. The Operative Agreements listed in Section 12.1(b) shall be in form and substance satisfactory to each Party and shall have been executed and delivered and the Constituent Documents shall be in form and substance satisfactory to each Party and shall have become effective. (e) Business Plans. The Closing Business Plans for the Regional Operating Groups shall be in form and substance satisfactory to each Party. Section 13.2. Conditions to the Obligations of Sprint and Sprint Sub. The obligations of each of Sprint, Sprint Sub and their Affiliates to make their initial contributions to the JV Entities pursuant to Section 11.1 and the obligations of each of Sprint, Sprint Sub and their Affiliates to enter into the other Operative Agreements to which it is a party and to otherwise consummate the Transactions that are to be consummated by them at Closing are subject to the fulfillment to the satisfaction of Sprint and Sprint Sub, as of the Closing Date, of the following additional conditions: (a) Accuracy of Representations and Warranties. The representations and warranties made by FT, DT and Atlas and their respective Affiliates in each Operative Agreement to which they are a party or made in writing pursuant thereto shall be true and correct in all material respects as of the date they were made and as of the Closing Date, as if made on and as of the Closing Date, except for representations and warranties that relate solely to a date prior to the Closing Date. (b) Performance of Obligations. FT, DT, Atlas and their Affiliates shall have performed or complied in all material respects with their respective covenants and agreements contained in the Operative Agreements required to be performed or complied with by FT, DT, Atlas and their Affiliates on or prior to the Closing Date. (c) Delivery of Certificates of FT, DT and Atlas. Each of FT, DT and Atlas shall have delivered to each of Sprint and Sprint Sub customary closing certificates and documents, in each case signed by an officer or officers with the authority to bind such Party (in each case dated as of the Closing Date), and such other certificates or documents as Sprint, Sprint Sub or their counsel may reasonably request evidencing the satisfaction in all material respects of the conditions to Closing. (d) No Proceeding. No Proceeding shall be pending or threatened that (i) restrains, prohibits, prevents or materially changes, or presents a substantial possibility of restraining, prohibiting, preventing or materially changing, the terms of the - xciii - Transactions or the Atlas Transactions, or (ii) presents a substantial possibility of resulting in material damages to, or imposing a Burdensome Condition upon, Sprint or its Subsidiaries in connection with the Transactions or the Atlas Transactions. For purposes of this Section 13.2(d), the term "material damages" shall mean damages material to Sprint and its Subsidiaries taken as a whole. (e) No Material Adverse Change. Since the date of this Agreement, there shall have been no material adverse change in the business or financial condition of the International Telecommunications Services Business of FT or DT, in each case taken as a whole. (f) Opinions of Counsel. Each of Sprint and Sprint Sub shall have received opinions, dated as of the Closing Date, from counsel to FT, DT and Atlas reasonably satisfactory to Sprint and Sprint Sub which address favorably the matters set forth in Schedule 13.2(f)(i), Schedule 13.2(f)(ii) and Schedule 13.2(f)(iii), respectively, and which are in form and substance reasonably satisfactory to Sprint and Sprint Sub. (g) No Major Competitor. No Major Competitor of Sprint shall have acquired voting securities of FT or DT, if (i) such voting securities were acquired as a result of a transaction with FT or DT or its parent government (and the Bundesanstalt fur Post und Telekommunikation (the "Bundesanstalt") in the case of DT), and following such transaction such Major Competitor owns directly or indirectly a greater than 10% interest in FT or DT, or (ii) FT or DT otherwise has taken steps for the purpose of encouraging or facilitating an acquisition by such a Major Competitor of direct or indirect ownership in it greater than 10%. (h) Atlas Transactions. The absence of a declaration by the Sprint Parties of the existence of a Burdensome Condition with respect to the Atlas Transactions pursuant to and in accordance with Section 15.12(d). Section 13.3. Conditions to the Obligations of FT and DT. The obligations of each of FT, DT, Atlas and their respective Affiliates to make their initial contributions to the JV Entities pursuant to Section 11.1 and the obligations of each of FT, DT, Atlas and their respective Affiliates to enter into the other Operative Agreements to which it is a party and to otherwise consummate the Transactions that are to be consummated by them at Closing are subject to the fulfillment to the satisfaction of FT and DT, as of the Closing Date, of the following additional conditions: (a) Accuracy of Representations and Warranties. The representations and warranties made by Sprint, Sprint Sub and their respective Affiliates in each Operative Agreement to which they are a party or made in writing pursuant thereto shall be - xciv - true and correct in all material respects as of the date they were made and as of the Closing Date, as if made on and as of the Closing Date, except for representations and warranties that relate solely to a date prior to the Closing Date. (b) Performance of Obligations. Sprint and Sprint Sub shall have performed or complied in all material respects with their respective covenants and agreements contained in the Operative Agreements required to be performed or complied with by Sprint or Sprint Sub on or prior to the Closing Date. (c) Delivery of Certificates of Sprint and Sprint Sub. Each of Sprint and Sprint Sub shall have delivered to each of FT, DT and Atlas customary closing certificates and documents, in each case signed by an officer or officers with the authority to bind such Party (in each case dated as of the Closing Date), and such other certificates or documents as FT, DT, Atlas or their counsel may reasonably request evidencing the satisfaction in all material respects of the conditions to Closing. (d) No Proceeding. No Proceeding shall be pending or threatened that (i) restrains, prohibits, prevents or materially changes, or presents a substantial possibility of restraining, prohibiting, preventing or materially changing, the terms of the Transactions or the Atlas Transactions, or (ii) presents a substantial possibility of resulting in material damages to, or imposing a Burdensome Condition upon, FT or DT in connection with the Transactions or the Atlas Transactions. For purposes of this Section 13.3(d), the term "material damages" shall mean damages material to FT and its Subsidiaries or DT and its Subsidiaries, in each case taken as a whole, as the case may be. (e) No Material Adverse Change. Since the date of this Agreement, there shall have been no material adverse change in the business or financial condition of the International Telecommunications Services Business of Sprint and Sprint Sub taken as a whole. (f) Opinion of Counsel. Each of FT, DT and Atlas shall have received opinions, dated as of the Closing Date, from counsel to Sprint and Sprint Sub reasonably satisfactory to FT, DT and Atlas which address favorably the matters set forth in Schedule 13.3(f)(i) and Schedule 13.3(f)(ii), respectively, and which are in form and substance reasonably satisfactory to FT, DT and Atlas. ARTICLE 14. REPRESENTATIONS AND WARRANTIES Section 14.1. Representations and Warranties of Sprint and Sprint Sub. Sprint and Sprint Sub jointly and severally represent and warrant to FT, DT and Atlas as follows: - xcv - (a) Organization and Standing. Each of Sprint, Sprint Sub and their Affiliates is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and corporate authority necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. (b) Authorization; Validity. Each of Sprint and Sprint Sub has all requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement and to consummate the Transactions to be consummated by it. Each of Sprint, Sprint Sub and its Affiliates has or will have at Closing all requisite corporate power and corporate authority to enter into and perform its obligations under the other Operative Agreements to which it is a party and to consummate the Transactions to be consummated by it. The execution, delivery and performance by each of Sprint and Sprint Sub of this Agreement have been, and the execution, delivery and performance by each of Sprint, Sprint Sub and its Affiliates of the other Operative Agreements to which it is a party and the consummation by each of Sprint, Sprint Sub and its Affiliates of the Transactions contemplated by Section 12.1(b) to be consummated by it at Closing have been or at Closing will have been, duly authorized by all necessary corporate action on the part of Sprint, Sprint Sub and their Affiliates (assuming that, with respect solely to those provisions of this Agreement and the other Operative Agreements that require explicitly the receipt of Sprint Continuing Director approval for the performance of obligations or consummation of transactions on the part of Sprint or any of its Affiliates hereunder or thereunder, Sprint Continuing Director approval is obtained in the manner provided in Section 15.38). This Agreement has been, and the other Operative Agreements to which Sprint, Sprint Sub or any of their Affiliates is a party have been or at Closing will have been, duly executed and delivered by Sprint, Sprint Sub or such Affiliate, as applicable. This Agreement constitutes, and the other Operative Agreements to which any of Sprint, Sprint Sub or its Affiliates is a party at Closing will constitute, legal, valid and binding obligations of Sprint, Sprint Sub or such Affiliates, as applicable, enforceable against it or them in accordance with their respective terms. (c) No Conflicts. The execution, delivery and performance by each of Sprint and Sprint Sub of this Agreement do not, and the execution, delivery and performance by each of Sprint, Sprint Sub and their Affiliates of the other Operative Agreements to which it is a party, the consummation of the Transactions contemplated by Section 12.1(b) to be consummated by it at Closing and the compliance with the terms of the Operative Agreements to which it is a party at Closing will not, conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation or acceleration of any obligation (in - xcvi - each case by any third party) or to the loss of any benefit under, or result in or require the creation, imposition or extension of any Lien upon any of its properties or assets under (i) any provision of the Articles of Incorporation or bylaws of Sprint or any provision of the constituent documents of any such Affiliate (assuming that, with respect solely to those provisions of this Agreement and the other Operative Agreements that require explicitly the receipt of Sprint Continuing Director approval for the performance of obligations or consummation of transactions on the part of Sprint or any of its Affiliates hereunder or thereunder, Sprint Continuing Director approval is obtained in the manner provided in Section 15.38) or (ii) any Judgment, Injunction, Applicable Law or Contract to which it is a party or by which it or any of its properties is bound (except, with respect to clause (ii), for such conflicts, violations, defaults, rights or losses that, individually or in the aggregate, would not have a material adverse effect on the ability of Sprint, Sprint Sub or any of its Affiliates (as applicable) to perform in all material respects their obligations under this Agreement and the other Operative Agreements to which it is a party in accordance with their respective terms). To the knowledge of Sprint and Sprint Sub, no Third Party Approval and, except as provided in Schedule 14.1(c), no Governmental Approval is required to be obtained or made by Sprint, Sprint Sub or any of its Affiliates in connection with the execution, delivery and performance of this Agreement and the Transactions contemplated by this Agreement (other than Transactions contemplated by or to be implemented pursuant to the other Operative Agreements), except for Third Party Approvals or Governmental Approvals the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of Sprint, Sprint Sub or its Affiliates (as applicable) to perform in all material respects its obligations under this Agreement and the other Operative Agreement to which it is a party in accordance with its terms. (d) Brokers or Finders. Other than Dillon, Read & Co. Inc., no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any actions by Sprint or Sprint Sub in connection with any of the Transactions. (e) Litigation. To the knowledge of Sprint and Sprint Sub, except as set forth in Schedule 14.1(e), there is no Proceeding pending or threatened against Sprint, Sprint Sub or any of their Affiliates reasonably likely to restrain, enjoin or otherwise prevent the consummation of the Transactions. (f) Absence of Liens. On the Closing Date, none of the Venture Interests held by any of the Sprint Parties shall be subject to any Lien. (g) Operative Agreement Representations. The representations and warranties made by Sprint, Sprint Sub and - xcvii - their Affiliates as set forth in each of the other Operative Agreements to which any of them is a party are or will be true and correct in all material respects as of the date they are or will be made (unless expressly stated to be made as of some other date). Section 14.2. Representations and Warranties of FT. (a) FT represents and warrants to Sprint and Sprint Sub as follows: (i) Organization and Standing. FT is an exploitant public and each of its Affiliates (other than Atlas and its Subsidiaries) is a Person duly formed and validly existing under the laws of the jurisdiction of its formation, and each of FT and such Affiliates has all requisite corporate power and corporate authority necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. (ii) Authorization; Validity. FT has all requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement and to consummate the Transactions to be consummated by it. Each of FT and its Affiliates (other than Atlas and its Subsidiaries) has or will have at Closing all requisite corporate power and corporate authority to enter into and perform its obligations under the other Operative Agreements to which it is a party and to consummate the Transactions to be consummated by it. The execution, delivery and performance by FT of this Agreement have been, and the execution, delivery and performance by each of FT and its Affiliates (other than Atlas and its Subsidiaries) of the other Operative Agreements to which it is a party and the consummation by each of FT and its Affiliates (other than Atlas and its Subsidiaries) of the Transactions contemplated by Section 12.1(b) to be consummated by it at Closing have been or at Closing will have been, duly authorized by all necessary corporate action on the part of FT and such Affiliates (other than Atlas and its Subsidiaries). This Agreement has been, and the other Operative Agreements to which FT or any of its Affiliates (other than Atlas and its Subsidiaries) is a party have been or at Closing will have been, duly executed and delivered by FT or such Affiliate (other than Atlas and its Subsidiaries), as applicable. This Agreement constitutes, and the other Operative Agreements to which any of FT or its Affiliates (other than Atlas and its Subsidiaries) is a party at Closing will constitute, legal, valid and binding obligations of FT or such Affiliates (other than Atlas and its Subsidiaries), as applicable, enforceable against it or them in accordance with their respective terms. (iii) No Conflicts. The execution, delivery and performance by FT of this Agreement do not, and the execution, delivery and performance by each of FT and its Affiliates (other - xcviii - than Atlas and its Subsidiaries) of the other Operative Agreements to which it is a party, the consummation of the Transactions contemplated by Section 12.1(b) to be consummated by it at Closing and the compliance with the terms of the Operative Agreements to which it is a party at Closing will not, conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation or acceleration of any obligation (in each case by any third party) or to the loss of any benefit under, or result in or require the creation, imposition or extension of any Lien upon any of its properties or assets under (A) any provision of the FT Law and Decrees or any provision of the constituent documents of any such Affiliate or (B) any Judgment, Injunction, Applicable Law or Contract to which it is a party or by which it or any of its properties is bound (except, with respect to clause (B), for such conflicts, violations, defaults, rights or losses that, individually or in the aggregate, would not have a material adverse effect on the ability of FT or any of its Affiliates (other than Atlas and its Subsidiaries) (as applicable) to perform in all material respects its obligations under this Agreement and the other Operative Agreements to which it is a party in accordance with their respective terms). To the knowledge of FT, no Third Party Approval and, except as provided in Schedule 14.2(a)(iii), no Governmental Approval is required to be obtained or made by FT or any of its Affiliates (other than Atlas and its Subsidiaries) in connection with the execution, delivery and performance of this Agreement and the Transactions contemplated by this Agreement (other than Transactions contemplated by or to be implemented pursuant to the other Operative Agreements), except for Third Party Approvals or Governmental Approvals the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of FT or its Affiliates (other than Atlas and its Subsidiaries) (as applicable) to perform in all material respects its obligations under this Agreement or any other Operative Agreement to which it is a party in accordance with its terms. (iv) Brokers or Finders. Other than Goldman, Sachs & Co., no Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any actions by FT in connection with any of the Transactions. (v) Litigation. To the knowledge of FT, except as set forth in Schedule 14.2(a)(v), there is no Proceeding pending or threatened against FT or any of its Affiliates (other than Atlas and its Subsidiaries) reasonably likely to restrain, enjoin or otherwise prevent the consummation of the Transactions. (vi) Absence of Liens. On the Closing Date, none of the Venture Interests held by FT shall be subject to any Liens. (vii) Operative Agreement Representations. The representations and warranties made by FT and its Affiliates - xcix - (other than Atlas and its Subsidiaries) as set forth in each of the other Operative Agreements to which any of them is a party are or will be true and correct in all material respects as of the date they are or will be made (unless expressly stated to be made as of some other date). (b) On the Atlas Signing Date, FT will represent and warrant to Sprint and Sprint Sub as follows (for purposes of this Section 14.2(b), "FT and (or) its Affiliates" shall mean "FT and (or) its Affiliates other than Atlas and its Subsidiaries"): (i) Authorization; Validity. FT has all requisite corporate power and corporate authority to enter into and perform its obligations under the Atlas Joint Venture Agreement and to consummate the Atlas Transactions to be consummated by it. Each of FT and its Affiliates has or will have at Closing all requisite corporate power and corporate authority to enter into and perform its obligations under the other Atlas Joint Venture Documents to which it is a party and to consummate the Atlas Transactions to be consummated by it. The execution, delivery and performance by FT of the Atlas Joint Venture Agreement have been, and the execution, delivery and performance by each of FT and its Affiliates of the other Atlas Joint Venture Documents to which it is a party and the consummation by each of FT and its Affiliates of the Atlas Transactions to be consummated by it have been or at Closing will have been, duly authorized by all necessary corporate action on the part of FT and its Affiliates. The Atlas Joint Venture Agreement has been, and the other Atlas Joint Venture Documents to which FT or any of its Affiliates is a party have been or at Closing will have been, duly executed and delivered by FT or such Affiliate, as applicable. The Atlas Joint Venture Agreement constitutes, and the other Atlas Joint Venture Documents to which FT or any of its Affiliates is a party at Closing will constitute, legal, valid and binding obligations of FT or such Affiliate, as applicable, enforceable against it or them in accordance with their respective terms. (ii) No Conflicts. The execution, delivery and performance by each of FT and its Affiliates of the Atlas Joint Venture Documents to which it is a party, the consummation of the Atlas Transactions to be consummated by it on or prior to the Closing Date and the compliance with the terms of the Atlas Joint Venture Documents to which it is a party at Closing will not conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation, or acceleration of any obligation (in each case by any third party) or to the loss of any benefit under, or result in or require the creation, imposition or extension of any Lien upon any of its properties or assets under (A) any provision of the FT Law and Decrees or any provision of the constituent documents of any such Affiliate or (B) any Judgment, Injunction, Applicable Law or Contract to which it is a party or by which it or any of its properties is bound (except, with respect to clause (B), for such conflicts, - c - violations, defaults, rights or losses that, individually or in the aggregate, would not have a material adverse effect on the ability of FT or any of its Affiliates to perform in all material respects its obligations under the Atlas Joint Venture Documents to which it is a party in accordance with their respective terms). To the knowledge of FT, no Third Party Approval and, except as provided in Schedule 14.2(b)(ii), no Governmental Approval is required to be obtained or made by FT or any of its Affiliates in connection with the execution, delivery and performance of the Atlas Joint Venture Documents to which it is a party or the consummation of the Atlas Transactions (other than Atlas Transactions contemplated by or to be implemented pursuant to the Atlas Joint Venture Documents other than the Atlas Joint Venture Agreement), except for Third Party Approvals or Governmental Approvals the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of FT or any of its Affiliates to perform in all material respects its obligations under this Agreement or any other Operative Agreement or any Atlas Joint Venture Document to which it is a party in accordance with its terms. Section 14.3. Representations and Warranties of DT. (a) DT represents and warrants to Sprint and Sprint Sub as follows: (i) Organization and Standing. DT is an Aktiengesellschaft and each of its Affiliates (other than Atlas and its Subsidiaries) is a Person duly formed and validly existing under the laws of the jurisdiction of its formation, and each of DT and such Affiliates has all requisite corporate power and corporate authority necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. (ii) Authorization; Validity. DT has all requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement and to consummate the Transactions to be consummated by it. Each of DT and its Affiliates (other than Atlas and its Subsidiaries) has or will have at Closing all requisite corporate power and corporate authority to enter into and perform its obligations under the other Operative Agreements to which it is a party and to consummate the Transactions to be consummated by it. The execution, delivery and performance by DT of this Agreement have been, and the execution, delivery and performance by each of DT and its Affiliates (other than Atlas and its Subsidiaries) of the other Operative Agreements to which it is a party and the consummation by each of DT and its Affiliates (other than Atlas and its Subsidiaries) of the other Operative Agreements to which it is a party and the consummation by each of DT and its Affiliates (other than Atlas and its Subsidiaries) of the Transactions contemplated by Section 12.1(b) to be consummated by it at Closing have been or at Closing will have been, duly authorized by all necessary corporate action on the part of DT and such Affiliates (other than Atlas and its Subsidiaries). This Agreement has been, and - ci - the other Operative Agreements to which DT or any of its Affiliates (other than Atlas and its Subsidiaries) is a party have been or at Closing will have been, duly executed and delivered by DT or such Affiliate (other than Atlas and its Subsidiaries), as applicable. This Agreement constitutes, and the other Operative Agreements to which any of DT or its Affiliates (other than Atlas and its Subsidiaries) is a party at Closing will constitute, legal, valid and binding obligations of DT or such Affiliates (other than Atlas and its Subsidiaries), as applicable, enforceable against it or them in accordance with their respective terms. (iii) No Conflicts. The execution, delivery and performance by DT of this Agreement do not, and the execution, delivery and performance by each of DT and its Affiliates (other than Atlas and its Subsidiaries) of the other Operative Agreements to which it is a party, the consummation of the Transactions contemplated by Section 12.1(b) to be consummated by it at Closing and the compliance with the terms of the Operative Agreements to which it is a party at Closing will not, conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation or acceleration of any obligation (in each case by any third party) or to the loss of any benefit under, or result in or require the creation, imposition or extension of any Lien upon any of its properties or assets under (A) any provision of the Satzung of DT or any provision of the constituent documents of any such Affiliate or (B) any Judgment, Injunction, Applicable Law or Contract to which it is a party or by which it or any of its properties is bound (except, with respect to clause (B), for such conflicts, violations, defaults, rights or losses that, individually or in the aggregate, would not have a material adverse effect on the ability of DT or any of its Affiliates (other than Atlas and its Subsidiaries) (as applicable) to perform in all material respects its obligations under this Agreement and the other Operative Agreements to which it is a party in accordance with their respective terms). To the knowledge of DT, no Third Party Approval and, except as provided in Schedule 14.3(a)(iii), no Governmental Approval is required to be obtained or made by DT or any of its Affiliates (other than Atlas and its Subsidiaries) in connection with the execution, delivery and performance of this Agreement and the Transactions contemplated by this Agreement (other than Transactions contemplated by or to be implemented pursuant to the other Operative Agreements), except for Third Party Approvals or Governmental Approvals the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of DT or its Affiliates (other than Atlas and its Subsidiaries) (as applicable) to perform in all material respects its obligations under this Agreement or any other Operative Agreement to which it is a party in accordance with its terms. (iv) Brokers or Finders. Other than Goldman, Sachs & Co., no Person is or will be entitled to any broker's or finder's - cii - fee or any other commission or similar fee as a result of any actions by DT in connection with any of the Transactions. (v) Litigation. To the knowledge of DT, except as set forth in Schedule 14.3(a)(v), there is no Proceeding pending or threatened against DT or any of its Affiliates (other than Atlas and its Subsidiaries) reasonably likely to restrain, enjoin or otherwise prevent the consummation of the Transactions. (vi) Absence of Liens. On the Closing Date, none of the Venture Interests held by DT shall be subject to any Liens. (vii) Operative Agreement Representations. The representations and warranties made by DT and its Affiliates (other than Atlas and its Subsidiaries) as set forth in each of the other Operative Agreements to which any of them is a party are or will be true and correct in all material respects as of the date they are or will be made (unless expressly stated to be made as of some other date). (b) On the Atlas Signing Date, DT will represent and warrant to Sprint and Sprint Sub as follows (for purposes of this Section 14.3(b), "DT and (or) its Affiliates" shall mean "DT and (or) its Affiliates other than Atlas and its Subsidiaries"): (i) Authorization; Validity. DT has all requisite corporate power and corporate authority to enter into and perform its obligations under the Atlas Joint Venture Agreement and to consummate the Atlas Transactions to be consummated by it. Each of DT and its Affiliates has or will have at Closing all requisite corporate power and corporate authority to enter into and perform its obligations under the other Atlas Joint Venture Documents to which it is a party and to consummate the Atlas Transactions to be consummated by it. The execution, delivery and performance by DT of the Atlas Joint Venture Agreement have been, and the execution, delivery and performance by each of DT and its Affiliates of the other Atlas Joint Venture Documents to which it is a party and the consummation by each of DT and its Affiliates of the Atlas Transactions to be consummated by it have been or at Closing will have been, duly authorized by all necessary corporate action on the part of DT and its Affiliates. The Atlas Joint Venture Agreement has been, and the other Atlas Joint Venture Documents to which DT or any of its Affiliates is a party have been or at Closing will have been, duly executed and delivered by DT or such Affiliate, as applicable. The Atlas Joint Venture Agreement constitutes, and the other Atlas Joint Venture Documents to which DT or any of its Affiliates is a party at Closing will constitute, legal, valid and binding obligations of DT or such Affiliate, as applicable, enforceable against it or them in accordance with their respective terms. (ii) No Conflicts. The execution, delivery and performance by each of DT and its Affiliates of the Atlas Joint Venture Documents to which it is a party, the consummation of the - ciii - Atlas Transactions to be consummated by it on or prior to the Closing Date and the compliance with the terms of the Atlas Joint Venture Documents to which it is a party at Closing will not conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation, or acceleration of any obligation (in each case by any third party) or to the loss of any benefit under, or result in or require the creation, imposition or extension of any Lien upon any of its properties or assets under (A) any provision of the Satzung of DT or any provision of the constituent documents of any such Affiliate or (B) any Judgment, Injunction, Applicable Law or Contract to which it is a party or by which it or any of its properties is bound (except, with respect to clause (B), for such conflicts, violations, defaults, rights or losses that, individually or in the aggregate, would not have a material adverse effect on the ability of DT or any of its Affiliates to perform in all material respects its obligations under the Atlas Joint Venture Documents to which it is a party in accordance with their respective terms). To the knowledge of DT, no Third Party Approval and, except as provided in Schedule 14.3(b)(ii), no Governmental Approval is required to be obtained or made by DT or any of its Affiliates in connection with the execution, delivery and performance of the Atlas Joint Venture Documents to which it is a party or the consummation of the Atlas Transactions (other than Atlas Transactions contemplated by or to be implemented pursuant to the Atlas Joint Venture Documents other than the Atlas Joint Venture Agreement), except for Third Party Approvals or Governmental Approvals the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of DT or any of its Affiliates to perform in all material respects its obligations under this Agreement or any other Operative Agreement or any Atlas Joint Venture Document to which it is a party in accordance with its terms. Section 14.4. Representations and Warranties of FT and DT With Respect To Atlas. On the Atlas Signing Date, each of FT and DT individually, and not jointly and severally, will represent and warrant to Sprint and Sprint Sub as follows: (a) Organization and Standing; Ownership. Atlas is and each Affiliate of Atlas that is a Controlled Affiliate of Atlas (for purposes of this Section 14.4, an "Atlas Affiliate") is or will be at Closing a Person duly formed and validly existing under the laws of the jurisdiction of its formation, and each of Atlas and such Affiliate has all requisite corporate power and corporate authority necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. (b) Authorization; Validity. Atlas has all requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement and to consummate the Transactions to be consummated by it. Each of Atlas and the - civ - Atlas Affiliates has or will have at Closing all requisite corporate power and corporate authority to enter into and perform its obligations under the other Operative Agreements to which it is a party and to consummate the Transactions to be consummated by it. The execution, delivery and performance by each of Atlas and the Atlas Affiliates of this Agreement and the other Operative Agreements to which it is a party and the consummation by it of the Transactions contemplated herein to be consummated by it at Closing have been or will have been at Closing duly authorized by all necessary corporate action on the part of Atlas and each Atlas Affiliate. This Agreement has been, and the other Operative Agreements to which Atlas or any Atlas Affiliate is a party have been or at Closing will have been, duly executed and delivered by Atlas or any such Atlas Affiliate, as applicable. This Agreement constitutes, and the other Operative Agreements to which any of Atlas or any Atlas Affiliate is a party at Closing will constitute, legal, valid and binding obligations of Atlas or such Atlas Affiliates, as applicable, enforceable against it or them in accordance with their respective terms. (c) No Conflicts. The execution, delivery and performance by Atlas of this Agreement do not, and the execution, delivery and performance by each of Atlas and the Atlas Affiliates of the other Operative Agreements to which it is a party, the consummation of the Transactions contemplated by Section 12.1(b) to be consummated by it at Closing, and the compliance with the terms of the Operative Agreements to which it is a party at Closing will not, conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation or acceleration of any obligation (in each case by any third party) or to the loss of any benefit under, or result in or require the creation, imposition or extension of any Lien upon any of its properties or assets under (i) any provision of its constituent documents or (ii) any Judgment, Injunction, Applicable Law or Contract to which it is a party or by which it or any of its properties is bound (except, with respect to clause (ii), for such conflicts, violations, defaults, rights or losses that, individually or in the aggregate, would not have a material adverse effect on the ability of Atlas or any such Atlas Affiliate (as applicable) to perform in all material respects its obligations under this Agreement and the other Operative Agreements to which it is a party in accordance with their respective terms). To the knowledge of Atlas, no Third Party Approval and, except as provided in Schedule 14.4(c), no Governmental Approval is required to be obtained or made by Atlas or any of its Affiliates in connection with the execution, delivery and performance of this Agreement and the Transactions contemplated by this Agreement (other than Transactions contemplated by or to be implemented pursuant to the other Operative Agreements), except for Third Party Approvals or Governmental Approvals the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of Atlas or any of the Atlas Affiliates (as applicable) - cv - to perform in all material respects its obligations under this Agreement and any other Operative Agreement to which it is a party in accordance with its terms. (d) Brokers or Finders. Other than Goldman Sachs & Co., no Person will be entitled to any broker's or finder's fee or any other commission or similar fee as a result of any action by Atlas in connection with any of the Transactions to be consummated by it at Closing. (e) Litigation. To the knowledge of FT, DT and Atlas, except as set forth in Schedule 14.4(e), there is no Proceeding pending or threatened against Atlas or any Atlas Affiliate reasonably likely to restrain, enjoin or otherwise prevent the consummation of the Transactions. (f) Absence of Liens. On the Closing Date, none of the Venture Interests held by Atlas shall be subject to any Liens. (g) Operative Agreement Representations. The representations and warranties made by Atlas and the Atlas Affiliates as set forth in each of the other Operative Agreements to which any of them is a party will be true and correct in all material respects as of the date they were made (unless expressly stated to be made as of some other date). Section 14.5. Affiliates. For purposes of this Article 14 (other than Sections 14.2(b) and 14.3(b)), all references to an "Affiliate" shall mean an Affiliate that is or will become a party to an Operative Agreement on or prior to the Closing Date. For purposes of Sections 14.2(b) and 14.3(b), all references to an "Affiliate" shall mean an Affiliate that is or will become a party to an Atlas Joint Venture Document on or prior to the Closing Date. ARTICLE 15. COVENANTS Section 15.1. Conduct of Business. Unless otherwise expressly contemplated by this Agreement or the other Operative Agreements or as agreed to by the other Parties in writing and except for (i) transfers of assets or liabilities to Atlas and its Subsidiaries from FT, DT or their Affiliates in connection with the formation of Atlas and its Subsidiaries, (ii) the reorganization of the International Telecommunications Services Businesses of FT and DT in connection with the formation of Atlas and its Subsidiaries or the privatization of FT or DT, but only to the extent such reorganizations do not prevent the consummation of any of the Transactions, (iii) sales of equity interests in FT or DT in connection with the privatization of FT or DT, and (iv) any reorganization of the businesses of FT, DT or - cvi - Atlas resulting from governmental action, each of Sprint, Sprint Sub and their Affiliates, on the one hand, and FT, DT, Atlas and their Affiliates, on the other hand, taking into account the dynamic nature of the International Telecommunications Services Business, from the date of this Agreement to the Closing Date, will (x) operate their respective International Telecommunications Services Businesses in the ordinary course, (y) consistent with such operation and taking into account the dynamic nature of the International Telecommunications Services Business use its reasonable efforts to preserve intact the present business organizations and business relationships of its International Telecommunications Services Business, and (z) not create any Lien on its International Telecommunications Services Business to be transferred to the Joint Venture which will materially and adversely affect the ability of the Joint Venture or the JV Entities to conduct the Initial Venture Business. Section 15.2. Cooperation; Compliance with Laws. (a) From and after the date of this Agreement through the Closing Date, each Party shall use its reasonable efforts to ensure that the conditions to Closing set forth herein to be satisfied by such Party are satisfied on or prior to the Closing Date and to obtain (and cooperate with the other Parties in obtaining) any Governmental Approvals or Third Party Approvals required to be obtained or made by it in connection with any of the Transactions to be consummated by it at the Closing. (b) Each of the Parties agrees to make all filings with Governmental Authorities in connection with the Transactions, including filings necessary to obtain the Governmental Approvals described or referred to in Article 13, as promptly as practicable after the date of this Agreement and to use its reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents reasonably required by the relevant Governmental Authorities to obtain such approvals and shall otherwise cooperate in all reasonable respects with the applicable Governmental Authorities to obtain any required Governmental Approvals in as expeditious a manner as possible. (c) Each of the Parties shall use reasonable efforts to resolve such objections, if any, as any Governmental Authority may assert with respect to this Agreement and the other Operative Agreements and the Transactions under Applicable Laws, including requesting reconsideration (which may be initiated by the Party affected thereby or requested by any other Party) of any adverse ruling of any Governmental Authority and taking administrative appeals, if available and reasonably likely to result in a reversal of such adverse ruling. If any Proceeding is instituted by any Person challenging this Agreement, the other Operative Agreements or the Transactions, the Parties shall promptly consult with each other to determine the most appropriate response to such Proceeding and shall cooperate in all reasonable - cvii - respects with any Party subject to any such Proceeding, provided that the decision whether to initiate, and the control of, any Proceeding involving any Party shall remain within the sole discretion of such Party. (d) The Parties acknowledge that nothing in this Section 15.2 shall be construed to require any Party to agree to or comply with any Burdensome Condition. Section 15.3. Access. Except as otherwise provided in Section 8 of the Master Transfer Agreement Term Sheet as to due diligence with respect to the "Financial Information" described in the Master Transfer Agreement Term Sheet (which due diligence will be conducted in accordance with such Section 8), from and after the date of this Agreement through the Closing Date, each Party shall give to the other Parties and their respective representatives reasonable access during normal business hours to the properties, books and records of such Party and its Affiliates to the extent relating to the Transferred Assets and the Assumed Liabilities and furnish each other with all such information concerning its International Telecommunications Services Business to be transferred to the Joint Venture as such other Parties may reasonably request, subject to appropriate confidentiality restrictions and restrictions on sharing of information imposed by Applicable Law. Section 15.4. Financial Information. From and after the date of this Agreement through the Closing Date, each Party shall and shall cause its respective Affiliates to give to each other Party and its representatives the balance sheets, profit and loss statements and other financial statements as are prepared in the normal course of business of such Party and its Affiliates to the extent relating to its International Telecommunications Services Business to be transferred to the Joint Venture and, except as otherwise provided in Section 8 of the Master Transfer Agreement Term Sheet as to due diligence with respect to the "Financial Information" described in the Master Transfer Agreement Term Sheet (which due diligence will be conducted in accordance with such Section 8), such other information concerning the financial condition of its International Telecommunications Services Business to be transferred to the Joint Venture, as the case may be, as such other Party may reasonably request. Section 15.5. Books and Records. From and after the date of this Agreement through the Closing Date, each Party shall, and shall cause its Affiliates to, continue to maintain the books, accounts and records of such Party and its Affiliates relating to its International Telecommunications Services Business to be transferred to the Joint Venture in the usual, regular and ordinary manner on a basis consistent with prior years and periods, except as required by Applicable Law or applicable GAAP, as the case may be. Section 15.6. No Solicitation. - cviii - (a) Until the Closing Date, none of the Parties nor any of their Affiliates or Subsidiaries nor any of their respective officers, directors, employees, agents or representatives (including, without limitation, investment bankers, attorneys and accountants) shall, directly or indirectly, (i) solicit any proposal involving any commercial or other arrangements or relationships which are similar in nature and scope to the arrangements and relationships contemplated by this Agreement or the other Operative Agreements if inconsistent with the purposes and scope of this Agreement (an "Alternative Transaction"), (ii) disclose directly or indirectly any information not customarily disclosed publicly concerning its business and properties to, or afford any access to its properties, books and records to, any Person in connection with any possible Alternative Transaction or (iii) enter into substantive negotiations with any third party relating to an Alternative Transaction. (b) Until the Closing Date, each Party shall notify the other Parties if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any such information is requested, with respect to a potential Alternative Transaction. Section 15.7. Further Assurances. Each of the Parties shall use its reasonable efforts to do or cause to be done, and to cause its Affiliates to do or cause to be done, such further acts and things and deliver or cause to be delivered to each other Party or its designees such additional assignments, agreements, powers and instruments as such Party or its designees may reasonably require or deem advisable to carry into effect the purpose of the Operative Agreements or to better assure and confirm unto such Party or its designees its rights, powers and remedies hereunder and thereunder, except that none of the Parties shall be required to agree to or comply with any Burdensome Condition. Section 15.8. JV Entity Default. Each of the Parties agrees that it will not, and it will not permit any of its Affiliates to, petition any Governmental Authority for the Bankruptcy of any JV Entity in the event that any such JV Entity defaults on any of its obligations to such Party or Affiliate. Section 15.9. Indemnification. (a) The Sprint Parties shall pay, indemnify and reimburse each of the FT/DT Parties and their respective Affiliates, officers, directors, employees and agents and the JV Entities (the "FT/DT Protected Parties") for any and all Losses suffered or incurred by any of them as a result of, or with respect to, any breach or inaccuracy of any representation, warranty, covenant or agreement by any of the Sprint Parties contained herein or in any other Operative Agreement (subject, in the case of any Operative Agreement other than this Agreement, to - cix - (i) any express provision in any such other Operative Agreement that this Section 15.9 (or any part thereof) shall not apply to such other Operative Agreement and (ii) any limitation on the indemnification rights or obligations of the Parties contained in any such other Operative Agreement), whether or not resulting from third party claims. (b) Each FT/DT Party, individually and not jointly and severally but subject to Section 15.9(c), shall pay, indemnify and reimburse the Sprint Parties and their respective Affiliates, officers, directors, employees and agents and the JV Entities (the "Sprint Protected Parties"; the FT/DT Protected Parties or the Sprint Protected Parties are referred to as the "Protected Parties") for any and all Losses suffered or incurred by any of them as a result of, or with respect to, any breach or inaccuracy of any representation, warranty, covenant or agreement by such FT/DT Party contained herein or in any other Operative Agreement (subject, in the case of any Operative Agreement other than this Agreement, to (i) any express provision in any such other Operative Agreement that this Section 15.9 (or any part thereof) shall not apply to such other Operative Agreement and (ii) any limitation on the indemnification rights or obligations of the Parties contained in any such other Operative Agreement), whether or not resulting from third party claims. (c) The Parties expressly agree that (i) with respect to any breach by FT or DT of any of the representations and warranties contained in Section 14.4, each of FT and DT shall be responsible for 50% of any Losses resulting from such breach, (ii) with respect to any breach by FT of its covenants set forth in Section 15.14(b), and to the extent FT shall not perform its indemnity obligation pursuant to Section 15.9(b) with respect thereto, DT shall be responsible for 50% of any Losses to be indemnified thereunder, and (iii) with respect to any breach by DT of its covenants set forth in Section 15.14(c), and to the extent DT shall not perform its indemnity obligation pursuant to Section 15.9(b) with respect thereto, FT shall be responsible for 50% of any Losses to be indemnified thereunder. (d) Each Party agrees that, except as among the FT/DT Parties or as between the Sprint Parties, the remedies provided in this Section 15.9, and the enforcement thereof pursuant to Article 21, shall constitute the sole and exclusive remedies for recovery against another Party for breaches of any of the representations, warranties, covenants and agreements in this Agreement and any other Operative Agreement, except for other remedies as are expressly provided for in this Agreement or in any other Operative Agreement (subject, in the case of any Operative Agreement other than this Agreement, to (i) any express provision in any such other Operative Agreement that this Section 15.9 (or any part thereof) shall not apply to such other Operative Agreement and (ii) any limitation on the indemnification rights or obligations of the Parties contained in any such other Operative Agreement), provided that a Party shall - cx - not be entitled to make a claim for indemnification hereunder with respect to a Funding Default of another Party prior to the end of the Second Cure Period with respect to such Funding Default. None of the Parties shall in any event be liable for any consequential, special, exemplary, punitive, incidental or indirect damages, including loss of profit or goodwill; provided, however, that this Section 15.9(d) shall not affect the calculation of the amount of any Loss (and the corresponding indemnification rights with respect thereto) in connection with any claims made by Persons other than the Protected Parties. No Protected Party shall be compensated more than once for the same Loss. (e) The representations and warranties contained herein and in the other Operative Agreements shall not be extinguished by the Closing, but shall survive for a period of one year following the Closing (subject, in the case of any Operative Agreement other than this Agreement, to (x) any express provision in any such other Operative Agreement that this Section 15.9 (or any part thereof) shall not apply to such other Operative Agreement and (y) any limitation on the indemnification rights or obligations of the Parties contained in any such other Operative Agreement), the covenants and agreements contained in Sections 15.1, 15.3, 15.4, 15.5, 15.6 and 15.12 shall survive for a period of one year following the Closing, and the other covenants and agreements contained herein and in the other Operative Agreements shall not be extinguished by the Closing, but shall survive the Closing without limitation as to time (subject (1) in the case of any Operative Agreement other than this Agreement, to (i) any express provision in any such other Operative Agreement that this Section 15.9 (or any part thereof) shall not apply to such other Operative Agreement and (ii) any limitation on the indemnification rights or obligations of the Parties contained in any such other Operative Agreement), and (2) to Applicable Law (including any applicable statute of limitations). No investigation or other examination by the Parties or their respective representatives shall affect the term of survival of the representations, warranties, covenants and agreements set forth above. The survival of the representations, warranties, covenants and agreements for a specified period as provided above shall mean that no Party may bring a claim for breach of any such representation, warranty, covenant or agreement after such period. It is understood that, except as expressly provided in Sections 12.2 and 22.1, all representations, warranties, covenants and agreements contained herein shall be of no further force or effect after the termination hereof. (f) No Party shall make any claim for indemnification under this Section 15.9 in respect of a breach of (x) a representation or warranty contained in Article 14 of this Agreement or in any other Operative Agreement (subject, in the case of any Operative Agreement other than this Agreement, to (i) any express provision in any such other Operative Agreement that - cxi - this Section 15.9 (or any part thereof) shall not apply to such other Operative Agreement and (ii) any limitation on the indemnification rights or obligations of the Parties contained in any such other Operative Agreement), unless and until the aggregate Loss or Losses arising out of or resulting from such breaches exceed U.S. $20 million, in which event such Party may claim indemnification for the entire amount of such Losses, or (y) a covenant or agreement contained in this Agreement or in any other Operative Agreement (subject, in the case of any Operative Agreement other than this Agreement, to (i) any express provision in any such other Operative Agreement that this Section 15.9 (or any part thereof) shall not apply to such other Operative Agreement and (ii) any limitation on the indemnification rights or obligations of the Parties contained in any such other Operative Agreement), unless and until the aggregate Loss or Losses arising out of or resulting from such breach exceeds U.S. $350,000, in which event such Party may claim indemnification for the entire amount of such Losses. (g) The Protected Parties shall promptly notify the other Party or Parties that may be required to provide indemnification pursuant to Section 15.9(a) or (b) or to satisfy a claim pursuant to Section 15.9(c) (the "Indemnifying Parties"), in writing, of any claim thereunder, specifying in reasonable detail the nature of the Loss suffered by the Protected Parties, and, if known, the amount, or an estimate of the amount, of the Loss arising therefrom, provided that failure of the Protected Parties to give the Indemnifying Parties prompt notice as provided herein shall not relieve the Indemnifying Parties of any of their obligations hereunder, except to the extent any of the Indemnifying Parties are materially prejudiced by such failure. The Protected Parties shall provide to the Indemnifying Parties as promptly as practicable thereafter information and documentation reasonably requested by the Indemnifying Parties to support and verify the claim asserted, unless the Protected Parties have been advised by counsel that it is reasonably likely that a loss of privilege will occur with respect to such information and documentation. (h) If a Party has made a claim against another Party under this Section 15.9 with respect to a Loss suffered by a Protected Party which arises out of the claim of any third party, or if there is any claim against a third party available by virtue of the circumstances of such a Loss, the Indemnifying Parties may assume the defense or the prosecution thereof by written notice to the Protected Parties, including the employment of counsel or accountants, at the Indemnifying Parties' cost and expense. The Protected Parties shall have the right to employ counsel separate from counsel employed by the Indemnifying Parties in any such action and to participate therein, but the fees and expenses of such counsel employed by the Protected Parties shall be at their expense unless counsel for the Protected Parties shall have advised that it is reasonably likely that any Protected Party may raise a defense or claim that is - cxii - inconsistent with any defense or claim available to an Indemnifying Party, in which case such fees and expenses shall be borne by the Indemnifying Party. The Indemnifying Parties shall not be liable for any settlement of any such claim effected without their prior written consent, which shall not be unreasonably withheld; provided that if the Indemnifying Parties do not assume the defense or prosecution of a claim within thirty (30) days of notice thereof, the Protected Parties may settle such claim without the consent of the Indemnifying Parties. The Indemnifying Parties shall not agree to a settlement of or settle any claim which provides for any relief other than the payment of monetary damages or which could have a Material Adverse Effect on any Protected Party and its Subsidiaries taken as a whole (if applicable) without the prior written consent of such Protected Party. Whether or not the Indemnifying Parties choose to so defend or prosecute such claim, all the Parties shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith except to the extent that any such Parties have been advised by counsel that it is reasonably likely that a loss of privilege will occur with respect to such information, documentation and testimony. The Indemnifying Parties shall be subrogated to all rights and remedies of the Protected Parties in respect of a Loss suffered by the Protected Parties, but only to the extent the Indemnifying Parties have discharged in full any obligations they may have with respect to such Loss pursuant to this Section 15.9. Section 15.10. Claims on Behalf of JV Entities. The FT/DT Parties shall have the sole and exclusive right to act on behalf of a JV Entity with respect to any claim by a JV Entity against any of the Sprint Parties or any of their Affiliates arising from a breach by it of any representation, warranty, covenant or agreement included in any Operative Agreement. The Sprint Parties shall have the sole and exclusive right to act on behalf of a JV Entity with respect to any claim by a JV Entity against any of the FT/DT Parties or any of their Affiliates arising from a breach by it of any representation, warranty, covenant or agreement included in any Operative Agreement. Such power shall include, in each case, the sole right, at the expense of the JV Entity, to initiate, prosecute and settle any such claim, and such actions will not require approval of the Governing Board of any JV Entity or the Global Venture Board. Each of the Parties agrees to vote their Venture Interests in any JV Entity and take such other actions as may be necessary to give effect to this Section 15.10. All such claims will be brought in accordance with Section 15.9 and Article 21. Section 15.11. Sales by FT or DT to a Major Competitor of Sprint. (a) If and when FT is not subject to French Government direction as to the issuance and sale of its voting stock, FT - cxiii - shall not, for a period of ten years after the Closing Date, knowingly issue or sell or cause to be issued or sold an amount of voting securities to a Major Competitor of Sprint that would result in such party owning 10% or more of FT's voting securities. It is understood and agreed that the French Government may sell shares of FT voting stock held by it to purchasers of its choosing including to Major Competitors of Sprint. FT shall undertake a reasonable inquiry in connection with any proposed sale of its voting securities to ascertain whether or not a Major Competitor of Sprint would, after giving effect to such purchase, own 10% or more of FT's voting stock as described above. In addition, in connection with any underwritten sale of voting stock by FT, FT shall cause its underwriters to adopt reasonable procedures designed to avoid sales to Major Competitors of Sprint in excess of the amount permitted. For the purposes of this Section 15.11(a), written certification obtained by FT from the managing or coordinating underwriter acting for FT in any offering by FT of its voting securities that such underwriter has adopted, and complied with, the reasonable procedures to be established pursuant to the preceding sentence shall constitute conclusive proof that FT shall not have knowingly issued or sold voting securities in violation of this Section 15.11(a) in connection with such underwritten sale, unless it is shown that FT had actual knowledge to the contrary. (b) DT shall not for a period of ten years after the Closing Date, unless requested to do so by the German Government or its trustee Bundesanstalt at a time when the German Government Controls DT, knowingly issue or sell or cause to be sold (directly or through underwriters acting for it) any of its voting securities to a Major Competitor of Sprint that owns or that would as a result of such issuance or sale own 10% or more of the voting securities of DT. It is understood and agreed that the German Government and its trustee Bundesanstalt may sell shares of DT voting stock held by them to purchasers of their choosing including to Major Competitors of Sprint. In connection with any underwritten sale of its voting stock by DT, DT shall cause its underwriters to adopt reasonable procedures designed to avoid sales to Major Competitors of Sprint in excess of the amount permitted. For the purposes of this Section 15.11(b), written certification obtained by DT from the managing or coordinating underwriter acting for DT in any offering by DT of its voting securities that such underwriter has adopted, and complied with, the reasonable procedures to be established pursuant to the preceding sentence shall constitute conclusive proof that DT shall not have knowingly issued or sold voting securities in violation of this Section 15.11(b) in connection with such underwritten sale, unless it is shown that DT had actual knowledge to the contrary. Section 15.12. Covenants of FT and DT Regarding Atlas. - cxiv - (a) From and after the date of this Agreement through the Closing Date, each of FT and DT shall (i) use its reasonable efforts to obtain any Governmental Approvals or Third Party Approvals required to be obtained in connection with the formation of Atlas; (ii) make all filings with Governmental Authorities in connection with the formation of Atlas, including filings necessary to obtain the Governmental Approvals described or referred to in Sections 13.1(a)(vi) and (viii) of this Agreement, as promptly as practicable after the date of this Agreement and to use its reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents reasonably required by the relevant Governmental Authorities to obtain such approvals and shall otherwise cooperate in all reasonable respects with the applicable Governmental Authorities to obtain any required Governmental Approvals in as expeditious a manner as possible; and (iii) use its reasonable efforts to resolve such objections, if any, as any Governmental Authority may assert with respect to the formation of Atlas under Applicable Laws, including requesting reconsideration (which may be initiated by the Party affected thereby or requested by any other Party) of any adverse ruling of any Governmental Authority and taking administrative appeals, if available and reasonably likely to result in a reversal of such adverse ruling. Sprint shall use reasonable efforts to cooperate with FT and DT in connection with the foregoing actions. If any Proceeding is instituted by any Person challenging the formation of Atlas as violative of Applicable Laws, each of FT and DT shall promptly consult with each other and Sprint to determine the most appropriate response to such Proceeding and shall cooperate in all reasonable respects with any Party subject to any such Proceeding; provided that the decision whether to initiate, and the control of, any Proceeding involving any Party shall remain within the sole discretion of such Party. The Parties acknowledge that nothing in this Section 15.12(a) shall be construed to require any Party to agree to or comply with any Burdensome Condition. (b) Subject to the receipt of all necessary Governmental Approvals, each of FT and DT will as soon as reasonably practicable after the date hereof but in any event prior to the Closing Date, (i) take all necessary reasonable action to form Atlas, and (ii) cause Atlas to execute a counterpart to this Agreement which counterpart shall acknowledge the agreement of Atlas to be bound by the terms of this Agreement as a "Party" and as an "FT/DT Party" and to comply with the obligations imposed by this Agreement on Atlas. (c) Except as provided in Sections 15.12(d), (e) and (g), each of FT and DT agrees that it will implement the Atlas Joint Venture Documents and contribute to Atlas the businesses and assets which it is committed to contribute to Atlas in accordance with the Atlas Joint Venture Documents (as reflected in the filing made by Atlas with the EU on December 16, 1994). - cxv - (d) Notwithstanding Section 15.12(c), FT and DT shall not be obligated to implement the Atlas Joint Venture Documents or to contribute to Atlas the businesses and assets which either of them is or they are committed to contribute to Atlas as required by Section 15.12(c) to the extent that FT or DT is or FT and DT are prevented from implementing the Atlas Joint Venture Documents (or any portion thereof) or contributing to Atlas any of such businesses or assets required by Section 15.12(c) (x) as a condition or requirement to the granting by the EU of the exemption described in Section 13.1(a)(vi), (y) as a condition or requirement to obtaining any Governmental Approval described in Section 13.1(a)(viii), or (z) as a condition or requirement to obtaining any other Governmental Approval required for the implementation of the Atlas Joint Venture Documents or the contribution to Atlas of the businesses and assets required by Section 15.12(c) (an "Unlisted Governmental Approval"); provided that if the inability of FT or DT or FT and DT to implement the Atlas Joint Venture Documents (or any portion thereof) or to contribute to Atlas any of such businesses or assets required by Section 15.12(c) constitutes a Burdensome Condition as described in clause (a)(ii), (a)(iii) or (g)(ii) of the definition of "Burdensome Condition" contained in Section 1.1 or would constitute a Burdensome Condition if the Unlisted Governmental Approval to which such Burdensome Condition relates was described in Section 13.1(a)(viii), then notwithstanding the delivery by FT, DT or Atlas of a notice pursuant to the first proviso in the definition of "Burdensome Condition" contained in Section 1.1 stating that such condition or requirement shall not be deemed to be a Burdensome Condition, the Sprint Parties shall have the right to declare (i) in the case of any condition or requirement imposed by the EU, that the EU has imposed a Burdensome Condition as a condition or requirement to granting the exemption for the Atlas Transactions described in Section 13.1(a)(vi), (ii) in the case of any condition or requirement to obtaining any Governmental Approval described in Section 13.1(a)(viii), that such Governmental Authority has imposed a Burdensome Condition as a condition or requirement to obtaining any such Governmental Approval, and (iii) in the case of any condition or requirement to obtaining any Unlisted Governmental Approval, that such Governmental Authority has imposed a condition or requirement which would constitute a Burdensome Condition if the Unlisted Governmental Approval to which such condition or requirement relates was described in Section 13.1(a)(viii) (and the Parties agree that for purposes of the rights of the Sprint Parties under this Section 15.12(d) any such condition or requirement described in this clause (iii) to obtaining an Unlisted Governmental Approval may constitute a Burdensome Condition to the same extent as if such Unlisted Governmental Approval was described in Section 13.1(a)(viii)). In any such case, the Sprint Parties shall have the right to advise the FT/DT Parties that the condition to the obligation of the Sprint Parties to consummate the Transactions to be consummated by the Sprint Parties at the Closing set forth in Section 13.1(a)(vi) (in the case of a condition or requirement described in clause (i) of the preceding - cxvi - sentence) or Section 13.1(a)(viii) (in the case of a condition or requirement described in clause (ii) or (iii) of the preceding sentence) has not been fulfilled to the satisfaction of the Sprint Parties. (e) Notwithstanding Section 15.12(c), FT or DT may voluntarily elect to refrain from implementing the Atlas Joint Venture Documents (or any portion thereof) or contributing to Atlas any of the businesses or assets which FT or DT is or FT and DT are committed to contribute to Atlas as required by Section 15.12(c) (notwithstanding that such implementation or contribution is approved by all Governmental Authorities without the imposition of a Burdensome Condition), if the failure to implement the Atlas Joint Venture Documents (or such portion thereof) or to contribute to Atlas any of such businesses or assets, when considered together with the effect of the inability of FT or DT or FT and DT to implement the Atlas Joint Venture Documents (or any portion thereof) or to contribute to Atlas (or of Atlas to hold) any of such businesses or assets as a condition or requirement to the granting by the EU of the exemption described in Section 13.1(a)(vi), as a condition or requirement to obtaining any Governmental Approval described in Section 13.1(a)(viii), or as a condition or requirement to obtaining any Unlisted Governmental Approval (and the Parties agree that for purposes of the rights of the FT/DT Parties under this Section 15.12(e) any such condition or requirement to obtaining an Unlisted Governmental Approval may constitute a Burdensome Condition to the same extent as if such Unlisted Governmental Approval was described in Section 13.1(a)(viii)), would not have constituted a Burdensome Condition as described in clause (a)(ii), (a)(iii) or (g)(ii) of the definition of "Burdensome Condition" contained in Section 1.1 had FT and DT been prevented from implementing the Atlas Joint Venture Documents (or such portion thereof) or contributing to Atlas any such businesses or assets as a condition or requirement to the granting by the EU of the exemption described in Section 13.1(a)(vi), as a condition or requirement to obtaining any Governmental Approval described in Section 13.1(a)(viii), or as a condition or requirement to obtaining any Unlisted Governmental Approval. (f) For a period of five years from the Closing Date, each of FT and DT shall not withdraw, remove or distribute, or permit Atlas to withdraw, remove or distribute, in each case whether through dividends, distributions, loans or otherwise, any of the businesses or assets contributed to Atlas by FT and DT (other than cash dividends paid out of current or retained earnings accruing after the contribution date) unless, after giving effect to such withdrawal, removal or distribution, Atlas would have an adjusted net worth (determined on the basis that assets contributed to Atlas have a book value equal to their fair market value on the date of contribution) at least equal to the lesser of (i) the adjusted net worth of Atlas (as so determined) established upon completion of the implementation of the Atlas Joint Venture Documents (or portion thereof) and the contribution - cxvii - to Atlas of the businesses and assets as provided for in Sections 15.12(c), (d) and (e) above (but not later than the Closing Date) and (ii) ECU 1 billion. (g) Notwithstanding the provisions of Sections 15.12(c), (d), (e) and (f), FT and DT may take any action which would otherwise be prohibited by any such Section if prior to taking any such action FT and DT shall have provided to the Sprint Parties a "keepwell" for Atlas which is substantially to the effect of the "keepwell" provided by Sprint for Sprint Sub pursuant to Section 15.14(a). Section 15.13. Covenants of Sprint, FT and DT Regarding Ownership of Venture Interests. (a) Sprint agrees that for a period of ninety-nine (99) years from the Closing Date (i) it shall at all times in the aggregate own directly or indirectly through Wholly Owned Subsidiaries or JV Entities Wholly Owned by the Parties in a manner anticipated by the Tax Matters Agreement 100% of the Venture Interests of each Regional Operating Group and the GBN Group which are owned by the Sprint Parties or (ii) Sprint Sub or any one or more other Qualified Venture Subsidiaries of Sprint shall at all times in the aggregate own directly or indirectly through Wholly Owned Subsidiaries or JV Entities Wholly Owned by the Parties in a manner anticipated by the Tax Matters Agreement 100% of the Venture Interests of each Regional Operating Group and the GBN Group which are owned by the Sprint Parties. Sprint also agrees that for a period of ninety-nine (99) years from the Closing Date it shall at all times in the aggregate own directly or indirectly through Wholly Owned Subsidiaries at least 80% of the economic interests in and voting power of Sprint Sub and each other Qualified Venture Subsidiary of Sprint which owns Venture Interests of a Regional Operating Group or the GBN Group, and together with Passive Financial Institutions it shall at all times in the aggregate own directly or indirectly through Wholly Owned Subsidiaries 100% of the economic interests in and voting power of Sprint Sub and each other Qualified Venture Subsidiary of Sprint which holds Venture Interests of a Regional Operating Group or the GBN Group. (b) Each of FT and DT agrees that for a period of ninety-nine (99) years from the Closing Date (i) it shall at all times in the aggregate own directly or indirectly through its Wholly Owned Subsidiaries or JV Entities Wholly Owned by the Parties in a manner anticipated by the Tax Matters Agreement 50% of the Venture Interests of each Regional Operating Group and the GBN Group which are owned by the FT/DT Parties unless a closing under Section 20.5(c) has occurred, or (ii) Atlas or any one or more other Qualified Venture Subsidiaries of FT and DT shall at all times in the aggregate own directly or indirectly through Wholly Owned Subsidiaries or JV Entities Wholly Owned by the Parties in a manner anticipated by the Tax Matters Agreement 100% of the Venture Interests of each Regional Operating Group and the - cxviii - GBN Group which are owned by the FT/DT Parties. Each of FT and DT also agrees that for a period of ninety-nine (99) years from the Closing Date it shall at all times in the aggregate own directly or indirectly through its Wholly Owned Subsidiaries at least 40% of the economic interests and voting power of Atlas and each other Qualified Venture Subsidiary of FT and DT, as the case may be, which holds Venture Interests of a Regional Operating Group or the GBN Group, and (assuming compliance herewith by the other Party) together with Passive Financial Institutions, FT and DT shall at all times in the aggregate own directly or indirectly through their respective Wholly Owned Subsidiaries 100% of the economic interests in and voting power of Atlas and each other Qualified Venture Subsidiary of FT and DT, as the case may be, which holds Venture Interests of a Regional Operating Group or the GBN Group. Section 15.14. Commitment of Sprint, FT and DT to the Joint Venture. (a) Sprint agrees that it will (i) ensure that Sprint Sub and its personnel are as fully committed to the success of the Joint Venture as is Sprint, (ii) devote sufficient resources to Sprint Sub and each other Qualified Venture Subsidiary of Sprint so that they can comply fully with their respective obligations under this Agreement and under any other Operative Agreement, and (iii) cause Sprint Sub and each such Qualified Venture Subsidiary to fulfill their respective obligations under this Agreement and any other Operative Agreement. (b) FT agrees with Sprint that it will (i) ensure that Atlas and its personnel are as fully committed to the success of the Joint Venture as is FT, (ii) devote sufficient resources to Atlas and each other Qualified Venture Subsidiary of FT so that they can comply fully with their respective obligations under this Agreement and their Shareholder Obligations under any other Operative Agreement, and (iii) cause Atlas and each such Qualified Venture Subsidiary to fulfill its obligations under this Agreement and their Shareholder Obligations under any other Operative Agreement. (c) DT agrees with Sprint that it will (i) ensure that Atlas and its personnel are as fully committed to the success of the Joint Venture as is DT, (ii) devote sufficient resources to Atlas and each other Qualified Venture Subsidiary of DT so that they can comply fully with their respective obligations under this Agreement and their Shareholder Obligations under any other Operative Agreement, and (iii) cause Atlas and each such Qualified Venture Subsidiary to fulfill its obligations under this Agreement and their Shareholder Obligations under any other Operative Agreement. Section 15.15. Effect of Applicable Law. If any provision contained in any Operative Agreement relating to a JV Entity is inconsistent with, or prohibited by, the Applicable Laws of the - cxix - jurisdiction in which such JV Entity is formed, each of the Parties agrees to take all reasonable steps necessary to modify such provision in a manner which is as similar as possible in terms and effect as the original provision and which preserves substantially the intended purpose of the original provision, but which is not inconsistent with, or prohibited by, the Applicable Laws of the jurisdiction in which such JV Entity is formed. Section 15.16. Ownership of Equity Interests in Sprint, FT or DT. No JV Entity shall acquire or hold, directly or indirectly, any equity interest in Sprint, FT or DT. Section 15.17. Employee Matters Agreement. As soon as reasonably practicable after the date hereof, the Parties shall negotiate in good faith regarding the terms of the Employee Matters Agreement which will provide for certain employee and personnel matters in connection with the formation of the JV Entities. Section 15.18. Transfer Agreements. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Transfer Agreements, which in the case of the Master Transfer Agreement shall contain, among other things, substantially the terms set forth in the Master Transfer Agreement Term Sheet attached as Exhibit 15.18 to this Agreement. Section 15.19. Intellectual Property Agreements. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Intellectual Property Agreements, which shall contain substantially the terms set forth in the term sheets attached as Exhibit 15.19 to this Agreement. Section 15.20. Miscellaneous Services Agreement. As promptly as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Miscellaneous Services Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.20 to this Agreement. Section 15.21. Equipment Housing and Facilities Management Agreement. As promptly as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Equipment Housing and Facilities Management Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.21 to this Agreement. - cxx - Section 15.22. Facilities and Equipment Lease Agreement. As promptly as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Facilities and Equipment Lease Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.22 to this Agreement. Section 15.23. Global Backbone Network Services Agreement. As promptly as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Global Backbone Network Services Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.23 to this Agreement. Section 15.24. Operating Entities Services Agreement. As promptly as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Operating Entities Services Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.24 to this Agreement. Section 15.25. Route Management Agreement. As promptly as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the Route Management Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.25 to this Agreement. Section 15.26. X.75 Interconnect Management Agreement. As promptly as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding definitive terms and conditions of the X.75 Interconnect Management Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.26 to this Agreement. Section 15.27. GBN Shareholders Agreement. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the GBN Shareholders Agreement. Section 15.28. ROW Shareholders Agreement. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the ROW Shareholders Agreement. Section 15.29. ROE Shareholders Agreement. As soon as reasonably practicable after the date hereof but prior to the - cxxi - Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the ROE Shareholders Agreement. Section 15.30. Constituent Documents. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the Constituent Documents. Section 15.31. Joint Venture Confidentiality Agreement. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the Joint Venture Confidentiality Agreement which shall govern the rights of the Parties and the Joint Venture with respect to confidential information of the Parties. Section 15.32. Atlas/ROE Services Agreement. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the Atlas/ROE Services Agreement, which shall contain substantially the terms set forth in the term sheet attached as Exhibit 15.32 to this Agreement. Section 15.33. Tax Matters Agreement. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the definitive terms and conditions of the Tax Matters Agreement. Section 15.34. Plan Action/Special Matter Accounting Principles. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the Plan Action/Special Matter Accounting Principles. Section 15.35. Governmental Approval for Pre-Closing Activities. Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that none of the following actions shall be taken until such time as the approval of the Bundeskartellamt required by Section 13.1(a)(iv) and any other approval of a German Governmental Authority set forth in Schedule 14.3(a)(iii) shall have been obtained as required therein: (a) constituting the Global Venture Board, the Global Venture Committee or the Global Venture Office; (b) forming any JV Entity or electing the members or Chairman of the Governing Board thereof; or (c) entering into any other Operative Agreement. Section 15.36. Delayed Delivery of Schedules and Review Period. Notwithstanding any other provision in this Agreement, it is understood that this Agreement has been executed without - cxxii - Schedule 14.2(b)(ii), Schedule 14.3(b)(ii), Schedule 14.4(c) and Schedule 14.4(e) hereto and that the FT/DT Parties shall have until five (5) Business Days after the Atlas Signing Date, unless otherwise extended by the Sprint Parties, to deliver such Schedules to the Sprint Parties under a certificate of the appropriate officers of FT and DT stating that the attachments constitute Schedule 14.2(b)(ii), Schedule 14.3(b)(ii), Schedule 14.4(c) and Schedule 14.4(e). Upon receipt of such certificate and Schedules, the Sprint Parties shall have a period of ten (10) Business Days in which to review and satisfy itself with respect to the contents of such Schedules (the "Review Period"), and the FT/DT Parties will cooperate fully with the Sprint Parties in connection with their review of such Schedules during the Review Period. If, prior to the expiration of the Review Period, the Sprint Parties find any matter or item disclosed on such Schedules, or which should have been disclosed and was not so disclosed on such Schedules, in each case which was not disclosed by the FT/DT Parties on any other disclosure schedule delivered by the FT/DT Parties contemporaneously with the execution and delivery of this Agreement, and the Sprint Parties reasonably determine in good faith that any such item or items, individually or in the aggregate, will materially and adversely affect the ability of Atlas or any of its Affiliates to perform in any material respect its obligations under this Agreement or any other Operative Agreement, the Sprint Parties may terminate this Agreement by giving to the FT/DT Parties the notice described in Section 12.2(f) hereof. If the Sprint Parties do not deliver such a notice prior to the expiration of the Review Period, then this Section 15.36 and Section 12.2(f) shall be of no further force and effect. Section 15.37. Funding Principles. As soon as reasonably practicable after the date hereof but prior to the Closing Date, the Parties shall negotiate in good faith to reach mutual agreement regarding the Funding Principles. The Parties agree that the Funding Principles shall provide for the issuance of equity interests in the JV Entities in respect of contributions of capital of the JV Entity Shareholders based, when applicable, upon the Per Share JV Entity Value of such JV Entity determined on the basis of the Appraised Value of such JV Entity. The Parties further agree that the Funding Principles will address matters relating to (i) the timing of the determination of the Appraised Value and Per Share JV Entity Value of the JV Entity and the issuance of such equity interests in relation to the date of the capital contributions made by the JV Entity Shareholders, (ii) the effect of the issuance of such equity interests on the Percentage Interests of the JV Entity Shareholders in such JV Entity, (iii) adjustments for dividends, distributions or other capital contributions made in respect of such JV Entity as a result of any changes in the Percentage Interests in the JV Entity, and (iv) such other matters as the Parties determine to be appropriate. The Parties further agree that the Funding Principles will reflect the Parties' desire for an appropriate agreement regarding the issuance of equity interests by a JV - cxxiii - Entity to reflect capital contributions made by the JV Entity Shareholders which is fair to the JV Entity Shareholders and which does not impose any unnecessary expense or administrative burden on the JV Entity. Section 15.38. Approval of Sprint Continuing Directors. Unless (i) the Fair Price Provisions have been deleted in their entirety, (ii) the Fair Price Provisions have been modified so as explicitly not to apply to any Class A Holder (as defined in the Stockholders' Agreement) or they have been modified in a manner reasonably satisfactory to the FT/DT Parties so as explicitly not to apply to any transactions with any of FT, DT or any of their "affiliates" or "associates" (as defined in the Fair Price Provisions) contemplated by this Agreement and the other Operative Agreements, (iii) the transaction in question is not a "Business Combination" within the meaning of the Fair Price Provisions, or (iv) the Class A Holder (as defined in the Stockholders' Agreement) that is a party to the transaction, along with its "affiliates" and "associates" (as so defined), is no longer an "Interested Stockholder" or "affiliate" of an "Interested Stockholder" within the meaning of the Fair Price Provisions, neither Sprint nor any Affiliate of Sprint shall be permitted to undertake any transaction or make any determination which pursuant to this Agreement or any other Operative Agreement is expressly subject to approval in accordance with this Section 15.38 unless a majority of the Sprint Continuing Directors shall have first approved such transaction or such determination and the relevant obligation of Sprint or such Affiliate of Sprint in connection therewith at a meeting of the Sprint Directors at which at least seven Sprint Continuing Directors are present. ARTICLE 16. CERTAIN OPERATIONAL MATTERS Section 16.1. Strategic and Business Plans. (a) The Parties shall prepare the Closing Business Plans for the Regional Operating Groups as soon as practicable following the date of this Agreement but prior to the Closing Date. (b) The Global Venture Board shall be responsible for the development on an annual basis of the Global Venture Strategic Plan, which shall address the matters contained in Section 3.1(c) and such other matters as the Global Venture Board shall determine. The Global Venture Board is expressly empowered to delegate to the Global Venture Committee and the Global Venture Office the responsibility for the initial preparation of each Global Venture Strategic Plan, subject to the final approval of each such plan by the Global Venture Board. The funding commitments of the Parties with respect to the Joint Venture - cxxiv - shall be contained in the Business Plans for the Regional Operating Groups and the GBN Group. The Global Venture Office and the Global Venture Committee shall cause to be submitted to the Global Venture Board not later than September 1 in each year or such date as may be otherwise agreed by the Global Venture Board, for review, a proposed Global Venture Strategic Plan for the following Fiscal Year (the "Proposed Strategic Plan"). After initial review of the Proposed Strategic Plan by the Global Venture Board, the Global Venture Office and the Global Venture Committee shall prepare a revised Global Venture Strategic Plan which shall be submitted to the Global Venture Board for review and approval by November 1 of each year (or such other time as directed by the Global Venture Board). (c) Each Regional Operating Group and the GBN Group shall be responsible for the development of a Business Plan on an annual basis, which shall incorporate by reference the Global Policies and the Global Venture Strategic Plan and demonstrate conformity to the Global Policies and the Global Venture Strategic Plan, and which shall contain: (i) projections and budgets with respect to revenues, operating expenses, operating cash flows, capital expenditures, financing, market priorities and the funding commitments of the JV Entity Shareholders (provided that funding commitments of Sprint or any Affiliate of Sprint as a JV Entity Shareholder shall have been approved in accordance with Section 15.38 prior to the adoption of such Business Plan) in each case for the following year (or such longer period with respect to certain matters as may be agreed by the relevant Governing Board); and (ii) a strategic plan covering strategic business issues to be addressed during the three year period commencing with the following year (or such longer period with respect to certain matters as may be agreed by the relevant Governing Board). All funding commitments of the relevant JV Entity Shareholders included in a Business Plan adopted with respect to a particular year shall only cover such year, unless expressly provided otherwise in such Business Plan. The appropriate principal officers of each Regional Operating Group and the GBN Group shall cause to be submitted to their respective Governing Boards not later than October 1 in each year or such date as may be otherwise agreed by the respective Governing Board, for review, a proposed Business Plan for the following Fiscal Year (the "Proposed Business Plan"). After initial review of the Proposed Business Plan by the relevant Governing Board, the appropriate principal officers of each Regional Operating Group and the GBN Group shall prepare a revised business plan which shall be submitted to the relevant Governing Board for review and approval by December 1 of each year (or such other time as directed by the relevant Governing Board). (d) No Business Plan shall be deemed an amendment of any Operative Agreement. To the extent that any provision of the Business Plan deals with the same matter as any Operative Agreement, the provisions of such Operative Agreement shall control. The principal officers of each JV Entity shall furnish - cxxv - to each representative on its Governing Board any other budget or plan that such JV Entity may prepare and any revisions of previously furnished budgets or plans (including any Business Plan) promptly upon preparation or revision of such budgets, plans or revisions thereto. (e) When a Proposed Business Plan for a Fiscal Year has been approved as the Business Plan by the relevant Governing Board, the Parties will use commercially reasonable efforts to cause the officers and employees of such JV Entity to conduct the operations of such JV Entity in accordance with such Business Plan. Following such approval, proposals with respect to alterations, modifications or other changes to any such Business Plan may be made during such Fiscal Year, provided that the failure to reach an agreement as to any such proposal shall not constitute a Special Deadlock Matter. Following the end of each Fiscal Year, the principal officers of each JV Entity will analyze any variance between the actual and planned performance under the Business Plan and report to its Governing Board the results of such analysis. (f) If a Deadlock at the Global Venture Board results in the failure to adopt a Proposed Strategic Plan before the beginning of the Fiscal Year to which such Proposed Strategic Plan relates, subject to Section 8.5(j), the portion of the most recent Global Venture Strategic Plan approved by the Global Venture Board that relates to the same subject matter as to which such Deadlock relates shall apply and otherwise the provisions of the Proposed Strategic Plan as to which there is no Deadlock shall apply. (g) If a Deadlock at a Governing Board results in the failure to adopt a Proposed Business Plan for a Regional Operating Group or the GBN Group before the beginning of the Fiscal Year to which such Proposed Business Plan relates, subject to the provisions of this Section 16.1(g) and Section 8.5(g)(3), the portion of the then most recent Business Plan for such Regional Operating Group or GBN Group approved by such Governing Board that relates to the same subject matter as to which such Deadlock relates shall apply and otherwise the provisions of the Proposed Business Plan as to which there is no Deadlock shall apply. If no funding commitment has been made with respect to such Fiscal Year as to which a Proposed Business Plan has not been agreed upon, and the Deadlock arises because a representative of any one or more JV Entity Shareholders on the Governing Board did not approve a proposed funding commitment (a "Funding Deadlock"), then the funding commitments contained in the Business Plan for such Regional Operating Group or the GBN Group for the prior Fiscal Year shall apply to such Fiscal Year. In addition, if such Deadlock is a Special Deadlock Matter being resolved pursuant to Section 8.5, and by April 30 of such Fiscal Year (the "Funding Extension Deadline"), all of the relevant JV Entity Shareholders shall have given written notification to the Governing Board of the relevant JV Entity of their binding - cxxvi - commitment (if given by all, and not less than all, of such JV Entity Shareholders, the "Funding Extension Commitment") to extend such funding commitment for the prior Fiscal Year until the end of the next succeeding Fiscal Year, such funding commitment shall be so extended. Section 16.2. Accounting Matters. (a) The fiscal year of the Joint Venture and each of the JV Entities shall be the Fiscal Year. (b) Each of the JV Entities shall keep at its respective principal place of business books and records typically maintained by Persons engaged in similar businesses and which set forth a true, accurate and complete account of the business and affairs of such JV Entity, including a fair presentation of all income, expenditures, assets and liabilities thereof. Such books and records shall include all information reasonably necessary to permit the preparation of financial statements required by Applicable Law in accordance with United States GAAP, French GAAP, German GAAP and GAAP of any jurisdiction where any JV Entity is formed. Each JV Entity shall bear the cost of providing financial and accounting information reasonably required by each of Sprint, FT, DT and Atlas in the preparation of such Person's own financial statements. Each of Sprint, FT, DT and Atlas and its authorized representatives shall have the right at all reasonable times to have access to, inspect, audit and copy the original books, records, files, securities, vouchers, cancelled checks, employment records, bank statements, bank deposit slips, bank reconciliations, cash receipts and disbursement records, and other documents of the JV Entities, which shall at all times be kept at the respective principal offices of the JV Entities. (c) The JV Entities shall engage the Certified Public Accountants selected by the Global Venture Board pursuant to Section 3.1(c), which shall be a single independent accounting firm of international repute which is capable of auditing the annual financial statements of the JV Entities for compliance with required GAAP. (d) Within thirty (30) days after the close of each Fiscal Quarter, each JV Entity shall deliver to each Party (i) its balance sheet as of the end of such period and (ii) statements of its operating results and accumulated earnings and changes in its cash flows for such Fiscal Quarter. Within sixty (60) days after the close of each Fiscal Year of the Joint Venture and each JV Entity, each JV Entity will deliver to the Parties (1) its balance sheet as of the end of such Fiscal Year and (2) statements of its income and accumulated earnings and changes in its cash flows for such Fiscal Year, in each case certified by the Certified Public Accountants. Reports will be provided in such form as shall be necessary for each Party to prepare financial statements which it is required to prepare - cxxvii - under Applicable Law. Each Party shall have the right to request audited financial statements in addition to those provided for in this Section 16.2 or other special audits; provided, however, that the Party making such request shall bear the cost and expense of such audits. Section 16.3. Export Control Laws. The Parties acknowledge that the services to be sold by a JV Entity may be subject to export controls on resales or transfers to other countries and Persons, and such export controls may require Governmental Approvals. No Party shall authorize any JV Entity to act in violation of any export control or similar Applicable Law. Each Party shall, and shall cause its respective Affiliates to, assist the relevant JV Entity, as requested and where practicable, in seeking Governmental Approvals for transactions subject to such export control laws. Section 16.4. Notification of Certain Matters. Each Party shall use its reasonable efforts to cause each JV Entity, subject to Applicable Law and to the extent practicable under the circumstances, to give not less than seven days prior written notice to the Parties of any filing with, or public comment to, any Governmental Authority in the United States, France or Germany by such JV Entity or any representative of such JV Entity in his capacity as such on matters relating to the Joint Venture or the Venture Business. Such notice shall set forth in reasonable detail the subject matter and proposed content of such filing or comment. Section 16.5. Currency. (a) All capital contributions to be made to, and dividends to be paid by, a JV Entity pursuant to this Agreement or any Shareholders Agreement shall be made in the currency or currencies specified in the applicable Business Plan. The Governing Board of a JV Entity may, by majority vote, determine that a particular capital contribution made to, or dividend payable by, such JV Entity shall be in a currency or currencies other than the currency specified in such Business Plan, provided that (i) such JV Entity shall inform its JV Entity Shareholders in writing of such other currency or currencies at least thirty (30) days prior to the date such capital contribution or dividend is to be paid; and (ii) subject to Applicable Law, such other currency or currencies shall be U.S. Dollars, Deutsche Marks, French Francs or European Currency Units. (b) Except as provided in Section 16.5(a), all payments to be made under the other Operative Agreements will be payable in the currencies provided for therein consistent with the Global Policies. (c) Except as provided in Section 16.5(a), whenever this Agreement provides that an amount to be paid by one Party to another Party will be payable in U.S. Dollars, the paying Party - cxxviii - may pay such amount in Deutsche Marks, French Francs or European Currency Units by giving written notice to the payee Party at least ten (10) days before the payment is to be made. Such notice shall specify the other currency in which the payment shall be made. On the date such payment is due, the paying Party shall pay an amount of such other currency which would purchase the amount of U.S. Dollars payable on such payment date if such other currency was to be converted into U.S. Dollars at the closing rate of exchange on the second Business Day immediately prior to the date of payment as published in The Wall Street Journal (European Edition) on such Business Day. Section 16.6. Compliance with Laws. Each Party shall not willfully and knowingly take, and shall use its reasonable efforts to prevent the Joint Venture, the JV Entities, their Affiliates, their officers or directors or anyone for whose acts or defaults they may be vicariously liable or anyone acting on behalf of any of them, from taking any action in connection with the Venture Business which does not comply with the applicable ethical and legal compliance policies of the Regional Operating Groups and the GBN Group adopted by the Governing Boards in furtherance of Section 3.1(c)(vii)(N). Section 16.7. Employees of the Joint Venture. In order to take appropriate advantage of the talents of the existing employees of the Parties, the Joint Venture (as it expands worldwide) shall afford a balanced opportunity for employment in new job positions to current employees of the Parties, taking into account the abilities of individuals, economics of hiring, and the needs of the Venture Business. Section 16.8. Affiliation Procedures. (a) Upon implementation of a GBN Special Matter pursuant to Section 8.1, a NAFTA Plan Action pursuant to Section 8.2 or an ROE Plan Action pursuant to Section 8.3, the GBN Special Matter Subsidiary, the Sprint Plan Action Subsidiary or the Atlas Plan Action Subsidiary, as the case may be (the "Affiliating Subsidiary"), shall negotiate in good faith with the relevant JV Entity to reach mutual agreement (subject, in the event that the Affiliating Subsidiary is a Sprint Plan Action Subsidiary, to approval of such agreement in accordance with Section 15.38) regarding definitive terms and conditions of an Affiliation Agreement meeting the requirements set forth in Section 16.8(c). If the Affiliating Subsidiary and such JV Entity are not able to reach an agreement as to the terms and conditions of the Affiliation Agreement, the provisions of Section 16.8(d) shall apply. (b) Upon an Investment or Participation in a National Operation or a Public Telephone Operator by a Party pursuant to Section 10.3 (the "Affiliating Entity"), such Party shall use commercially reasonable efforts to cause the Affiliating Entity to negotiate in good faith with the relevant JV Entity to reach - cxxix - mutual agreement regarding definitive terms and conditions of an Affiliation Agreement meeting the requirements set forth in Section 16.8(c), unless the Global Venture Board, in its sole and absolute discretion pursuant to Section 3.1(c)(x), shall have not approved the entering into of such Affiliation Agreement with such Person. If Sprint or its Affiliate is making such Investment or Participation, such Affiliation Agreement is subject to approval in accordance with Section 15.38. (c) Each Affiliation Agreement entered into pursuant to this Section 16.8 shall, to the extent applicable, be consistent with the principles contained in the Services Agreements, and shall, as applicable, provide (i) that the Affiliating Subsidiary or Affiliating Entity will become a distributor of the services of the Joint Venture, (ii) that the Affiliating Subsidiary or Affiliating Entity will employ network and information technology systems compatible with those employed by the Global Backbone Network and the Regional Operating Groups and (iii) that such Affiliating Subsidiary or Affiliating Entity will route its international traffic over the Global Backbone Network and the networks of the Regional Operating Groups. In addition, each Affiliation Agreement entered into by an Affiliating Subsidiary shall also provide (x) that services Offered by the Affiliating Subsidiary pursuant to any GBN Special Matter, NAFTA Plan Action or ROE Plan Action shall be marketed and sold as services of the Joint Venture and (y) that the Affiliating Subsidiary shall conform to the Global Policies. Each Affiliation Agreement shall contain such additional terms and conditions as are commercially reasonable to the parties thereto. (d) If an Affiliating Subsidiary is unable to reach complete agreement with the relevant JV Entity with respect to the terms and conditions of any such Affiliation Agreement, each of the Affiliating Subsidiary and the relevant JV Entity shall prepare a proposed Affiliation Agreement which it believes meets the requirements contained in Section 16.8(c) (which, in the case of an Affiliating Subsidiary of Sprint, shall have been approved in accordance with Section 15.38 prior to the proposal of such agreement) and incorporates all matters as to which such parties have agreed. The Affiliating Subsidiary and the relevant JV Entity shall enter into the Affiliation Agreement proposed by such Affiliating Subsidiary and such Affiliating Subsidiary shall have the right to begin operating immediately in compliance with the terms of such Affiliation Agreement. Both proposed Affiliation Agreements shall be submitted within a reasonable period of time to an arbitration tribunal in accordance with the procedures set forth in Article 21 by the relevant JV Entity. Such tribunal shall be directed to select one of the two proposed Affiliation Agreements, which selected Affiliation Agreement shall be entered into by the Affiliating Subsidiary and the relevant JV Entity. The arbitration tribunal shall be provided with the criteria set forth in Section 16.8(c) and shall be directed to base its selection on which of the proposed - cxxx - Affiliation Agreements conforms most closely to the principles set forth in Section 16.8(c). This Section 16.8(d) shall not apply to the Affiliation Agreements referred to in Section 16.8(b). ARTICLE 17. CHANGE OF CONTROL; MAJOR COMPETITOR Section 17.1. Sprint Change of Control. (a) Upon the occurrence of a Sprint Change of Control and until the Sprint Offer Rejection Date, the FT/DT Parties shall immediately have the Tie- Breaking Vote as described in Section 18.1, subject to the termination of such Tie-Breaking Vote as provided in Section 17.1(b). (b) If a Sprint Change of Control occurs as a result of a decision by the Board of Directors of Sprint to sell Control (as defined in the Investment Agreement) of Sprint or not to oppose a third party tender offer for Voting Securities (as defined in the Investment Agreement) of Sprint representing more than 35% of the Voting Power (as defined in the Investment Agreement) of Sprint, and the transaction giving rise to the occurrence of such Change of Control is abandoned, upon written notice from Sprint to FT, DT and Atlas stating that such transaction has been abandoned, the right of the FT/DT Parties to the Tie- Breaking Vote will be terminated and the Tie-Breaking Vote will be dissolved. Section 17.2. Sprint Offer Right. (a) Upon the consummation of a transaction involving a Sprint Change of Control, the Sprint Parties shall have the right at any time, by written notice to the FT/DT Parties, to offer (subject to approval of the exercise of such right in accordance with Section 15.38) to sell to the FT/DT Parties all, but not less than all, of the Sprint Venture Interests for cash at the Appraised Value determined in accordance with Section 17.8. The date of such offer shall be referred to herein as the "Sprint Offer Date." Promptly following the Sprint Offer Date, the Parties shall commence the appraisal process set forth in Section 17.8. Such offer shall be irrevocable for a period of ninety (90) days following the receipt of the Value Opinion. (b) The FT/DT Parties shall have ninety (90) days following the receipt of the Value Opinion in which to notify the Sprint Parties in writing of their agreement to purchase all of the Sprint Venture Interests. A copy of such acceptance also shall be given by the FT/DT Parties to the Global Venture Board. If the FT/DT Parties fail to indicate their agreement within said 90-day period, they will be deemed to have elected not to purchase the Sprint Venture Interests, and the day following the date of expiration of such period without an election by the - cxxxi - FT/DT Parties to purchase the Sprint Venture Interests shall be the "Sprint Offer Rejection Date." (c) The closing (or abandonment) of the purchase and sale of the Sprint Venture Interests shall occur in accordance with Sections 17.6 and 17.7. Section 17.3. Sprint Put Right. (a) During the two-year period commencing on the fifth anniversary of the consummation of a transaction involving a Sprint Change of Control, the Sprint Parties shall have the right to require the FT/DT Parties to purchase (subject to approval of the exercise of such right in accordance with Section 15.38) all, but not less than all, of the Sprint Venture Interests for cash at the Appraised Value determined in accordance with Section 17.8. Such right shall be exercised by delivery of a written notice by the Sprint Parties to the FT/DT Parties electing to exercise their right under this Section 17.3(a). The date of such notice is referred to herein as the "Sprint Put Notice Date." Promptly following the Sprint Put Notice Date, the Parties shall commence the appraisal process set forth in Section 17.8. (b) The closing (or abandonment) of the purchase and sale of the Sprint Venture Interests shall occur in accordance with Sections 17.6 and 17.7. Section 17.4. Sprint Transaction With Major Competitor of FT/DT. For ten (10) years after the Closing Date, if Sprint undertakes a Strategic Merger which results in a Major Competitor of FT/DT holding upon consummation of such transaction 20% or more of the Voting Power (as defined in the Investment Agreement) of Sprint and such Major Competitor has been granted rights by Sprint equivalent or superior to FT and DT's Minority Rights, then in such circumstances, for a period of five years following the date of the closing of such transaction, the FT/DT Parties shall immediately have the Tie-Breaking Vote as described in Section 18.1. Following the fifth anniversary of the date of the closing of such transaction, the FT/DT Parties may, by delivering written notice to the Sprint Parties within sixty (60) days after such anniversary, elect to transfer all, but not less than all, of their Venture Interests free of the restrictions set forth in clauses (i) and (iii) of Section 19.1, but subject to the other provisions of Section 19.1 and the provisions of Sections 19.3 and 20.11. Section 17.5. Atlas Transaction With Major Competitor of Sprint. If within five years after the Closing Date, Atlas shall sell all or a substantial part of its telecommunications assets used to provide services to the Joint Venture to a Person which is a Major Competitor of Sprint or to an Affiliate of any such Major Competitor, then for a period of five years following the date of closing of such transaction, the Sprint Parties shall - cxxxii - immediately have the Tie-Breaking Vote as described in Section 18.1. Following the fifth anniversary of the date of the closing of such transaction, the Sprint Parties may, by delivering written notice to the FT/DT Parties within sixty (60) days after such anniversary, elect to transfer (subject to approval of such election in accordance with Section 15.38) all, but not less than all, of their Venture Interests free of the restrictions set forth in clauses (i) and (iii) of Section 19.1, but subject to the other provisions of Section 19.1 and the provisions of Sections 19.3 and 20.11. Section 17.6. Effect of Failure to Obtain Governmental Approvals. Each of the Parties shall use its reasonable efforts to obtain all Governmental Approvals required to effect any purchase of Venture Interests pursuant to Section 17.2 or 17.3. If the required Governmental Approvals have not been received at the time the closing is scheduled to occur pursuant to Section 17.2 or 17.3, or any such Governmental Approvals with respect to the transaction have imposed any Burdensome Condition, the closing shall be postponed until no later than the second anniversary of the Sprint Offer Date or the Sprint Put Notice Date, as the case may be. During such period, the FT/DT Parties may assign their rights to purchase the applicable Venture Interests to a Permitted Designee which shall agree to purchase such interests. If by the end of such period, all Governmental Approvals required to consummate such transaction with the FT/DT Parties or a Permitted Designee thereof have not been obtained or any such Governmental Approvals continue to impose any Burdensome Condition, the transfer contemplated by Section 17.2 or 17.3, as the case may be, shall be abandoned and the Sprint Parties may declare (subject to approval of such declaration in accordance with Section 15.38) an Impasse unless the FT/DT Parties relinquish the Tie-Breaking Vote. Section 17.7. Closing of Purchase of Venture Interests. At the closing of any purchase and sale of Venture Interests pursuant to Section 17.2, 17.3, 17.4, 17.5, 19.3, 20.5, 20.7 or 20.11, (i) the Related Party Group transferring such Venture Interests (the "Transferring Party") shall transfer, assign and deliver to the Person purchasing such Venture Interests (the "Non-Transferring Party") the certificates or other documents evidencing the Venture Interests being purchased, duly endorsed for transfer, together with such assignments separate from any such certificate and other documents or instruments reasonably required by counsel for the Non-Transferring Party to consummate such purchase, and (ii) the Non-Transferring Party shall pay the purchase price in cash. In addition, at the closing of such purchase and sale, (x) the Transferring Party shall deliver to the Non-Transferring Party an executed, written representation, in form and substance reasonably satisfactory to legal counsel for the Non-Transferring Party, that the Transferring Party owns the Venture Interests free and clear of all Liens and that upon the delivery of the Venture Interests, the Transferring Party shall have transferred all of its right, title and interest in - cxxxiii - the Venture Interests, and (y) the Non-Transferring Party shall deliver to the Transferring Party such investment representations as may be reasonably requested for securities law purposes. Section 17.8. Determination of Appraised Value. (a) For purposes of this Agreement, the "Appraised Value" of a business or the interest of a Person in a business shall mean the total amount in U.S. Dollars, determined, unless otherwise specified herein, as of the end of the month immediately preceding the date on which the appraisal is made by an investment banking firm selected in accordance with Section 17.8(b), which a willing buyer would pay to a willing seller for such business or interest, taking into account assumed liabilities, determined as a whole (and, in the case of a business, as a going concern) in an arms' length negotiated transaction without undue time constraints. In determining the Appraised Value, no discounts for lack of control or lack of marketability shall be applied. (b) The Appraised Value shall be determined by an investment banking firm of international standing jointly selected by the selling party and the purchasing party. If the selling party and the purchasing party are unable to mutually agree on an investment banking firm, each shall choose an investment banking firm and the two firms so chosen shall, in good faith, select a third investment banking firm of international standing. The three firms so appointed shall jointly determine the Appraised Value, provided that if such firms are unable to agree upon the Appraised Value, each firm shall individually propose an Appraised Value, and the Appraised Value shall be deemed to be the average of the two proposed values which are closest together. If either the selling party or the purchasing party fails to select an investment banking firm within ten (10) Business Days of receipt of a notice specifying such failure from such other party, such other party may select an investment banking firm in its sole discretion to determine the Appraised Value, which determination shall be final and binding on the parties. The parties shall instruct each investment banking firm so retained to deliver a written opinion (the "Value Opinion") as to the Appraised Value to such parties within sixty (60) days following the selection of such firm. For purposes of this Section 17.8(b), (i) in the case of the issuance of nonvoting equity interests pursuant to Section 8.2(c), Sprint Sub shall be considered the "purchasing party" and Atlas shall be considered the "selling party," and (ii) in the case of the issuance of nonvoting equity interests pursuant to Section 8.3(c), Atlas shall be considered the "purchasing party" and Sprint Sub shall be considered the "selling party." The cost of determining the Appraised Value, including the fees and expenses of such investment banking firms, shall, unless otherwise agreed by the Parties, be borne equally by the selling party and the purchasing party, except that in the case of the transfer of Venture Interests such costs shall be borne by the selling party - cxxxiv - and the purchasing party in proportion to the Appraised Value of their respective Venture Interests; provided that if the Appraised Value of the Joint Venture or a JV Entity is being determined because of a Funding Default or a Material Non-Funding Default, then the Party which committed such Funding Default or Material Non-Funding Default shall be responsible for all of the costs of determining such Appraised Value, including the fees and expenses of such investment banking firms; and provided, further, that if the Appraised Value of the JV Entity is being determined in connection with the issuance of nonvoting equity interests pursuant to Section 8.2(c) or 8.3(c), then the purchasing party shall be responsible for all of the costs of determining such Appraised Value, including the fees and expenses of such investment banking firms (subject to Section 8.2(d)(B) or 8.3(d)(B), respectively). ARTICLE 18. TIE-BREAKING VOTE Section 18.1. Tie-Breaking Vote. (a) Notwithstanding anything in this Agreement or any Shareholders Agreement to the contrary, but subject to Section 18.2, when a Tie-Breaking Party has the "Tie-Breaking Vote" hereunder, the following provisions shall apply during the applicable period: (i) With respect to the Global Venture Board, the Global Venture Committee, the Global Venture Office, the GBN Board, the ROW Board and the ROE Board: (A) each Board shall consist of six voting members; (B) the Tie-Breaking Party shall be entitled to designate four voting members and the Non-Tie Breaking Party shall be entitled to designate two voting members to each such Board; (C) the quorum for a meeting of each such Board will be the presence only of at least one voting member designated by the Tie-Breaking Party; and (D) except as provided in clauses (ii), (iii), (iv), (v) and (vi) below, all matters brought before each such Board shall be decided by the majority vote of the voting members present at a duly convened meeting of each such Board. (ii) Notwithstanding clause (i) above, a unanimous vote of the Global Venture Board shall be required with respect to the matters set forth in clauses (iv), (ix) and (x) of Section 3.1(c) and any other matter which is designated in any other Operative Agreement as a matter which must be approved by a unanimous vote of the representatives on the - cxxxv - Global Venture Board (without regard to the Tie-Breaking Vote). (iii) Notwithstanding clause (i) above, a unanimous vote of the GBN Board shall be required with respect to the matters set forth in clauses (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k) of Section 6.4 (except in the case of clauses (c) and (e) to the extent such matters are strictly necessary to implement a Plan Action and except in the case of clause (f) to the extent the purpose of such decision is to enhance or maintain the seamless nature of the telecommunications services provided by the Joint Venture) and any other matter which is designated in any other Operative Agreement as a matter which must be approved by a unanimous vote of the representatives on the GBN Board (without regard to the Tie-Breaking Vote). (iv) Notwithstanding clause (i) above, a unanimous vote of the ROW Board and the ROE Board shall be required with respect to the matters set forth in clauses (b), (c), (d), (e), (f), (g), (h), (i), (j), (k) and (l) of Section 4.4 and Section 5.4 respectively and clause (m) of Section 4.4 (except in the case of clauses (c) and (e) to the extent such matters are strictly necessary to implement a Plan Action, and except in the case of clause (f) to the extent the purpose of such decision is to enhance or maintain the seamless nature of the telecommunications services provided by the Joint Venture) and any other matter which is designated in any other Operative Agreement as a matter which must be approved by a unanimous vote of the representatives on the ROW Board or the ROE Board (without regard to the Tie-Breaking Vote). (v) Notwithstanding clause (i) above, if the Tie-Breaking Vote results from a Funding Default by a Party, until the end of the Second Cure Period no action shall be taken by the Global Venture Board to modify any of the Global Policies, to create new global functions, to delete existing global functions or change the allocation of global functions pursuant to Section 3.2, to change the delegation of any authority or responsibility of the Global Venture Office, the Strategic Planning Committee or the Senior Strategic Planning Officer, or to make any change in the governance structure of the Joint Venture permitted by Section 3.10(b), unless such action is taken by a unanimous vote of all members of the Global Venture Board at a meeting at which all members are present in person or by proxy. - cxxxvi - (vi) Notwithstanding clause (i) above, if the Tie-Breaking Vote results from the occurrence of a Sprint Change of Control described in Section 17.1(b), until the earlier of (A) the first anniversary of the date on which such Tie-Breaking Vote is initiated or (B) the date such Change of Control transaction is consummated, no action shall be taken by the Global Venture Board to modify any of the Global Policies, to create new global functions, to delete existing global functions or change the allocation of global functions pursuant to Section 3.2, or to make any change in the governance structure of the Joint Venture permitted by Section 3.10(b), unless such action is taken by a unanimous vote of all members of the Global Venture Board at a meeting at which all members are present in person or by proxy. (b) Each Party shall take all actions necessary to implement immediately the provisions of this Section 18.1 upon the occurrence of an event which gives rise to a Tie-Breaking Vote, including: (i) voting its Venture Interests in each JV Entity in accordance with the resolutions adopted by the Governing Board of each JV Entity and as appropriate to give effect to the provisions of this Section 18.1; and (ii) causing the resignation of such Party's representatives on the Boards as appropriate. Likewise, following the termination of a Tie-Breaking Vote, each Party shall take all actions necessary to implement immediately such termination, including causing the resignation of such Party's representatives on the Boards as appropriate and voting its equity interests in the JV Entities as appropriate to give effect to such termination. Following the termination of a Tie-Breaking Vote initiated pursuant to Section 17.1(b), 17.4 or 17.5, (1) any and all changes in the delegations of authority and responsibility of the Global Venture Office, the Strategic Planning Committee and the Senior Strategic Planning Officer, (2) any and all changes in the allocation of global and regional functions pursuant to Section 3.2 by the Global Venture Board, and (3) any and all changes in the governance structure of the Joint Venture pursuant to Section 3.10(b) effected during such time as such Tie-Breaking Vote was in effect shall revert to their status immediately prior to such Tie-Breaking Vote going into effect (except for any such change which was approved by the unanimous vote of all members of the Global Venture Board at a meeting at which all members were present in person or by proxy) (x) in the case of a Tie-Breaking Vote initiated pursuant to Section 17.4 or 17.5, as promptly as practicable after the termination of such Tie-Breaking Vote consistent with the orderly conduct of the business of the Joint Venture, but in any event not later than one year after the termination of such Tie-Breaking Vote, or (y) in the case of a Tie-Breaking Vote initiated pursuant to Section 17.1(b), as promptly as practicable after the termination of such Tie-Breaking Vote, but in any event not later than sixty (60) days after the termination of such Tie-Breaking Vote. - cxxxvii - Section 18.2. GBN Special Matters, NAFTA Plan Actions and ROE Plan Actions. Upon the occurrence of an event which gives rise to the Tie-Breaking Vote, the Tie-Breaking Party shall not have the right to modify, amend or rescind any previously declared GBN Special Matter, NAFTA Plan Action or ROE Plan Action, and the rights and obligations of the Parties shall continue in full force and effect with respect to such GBN Special Matter, NAFTA Plan Action and ROE Plan Action, as the case may be, while such Tie-Breaking Vote is in effect. ARTICLE 19. TRANSFERS OF VENTURE INTERESTS Section 19.1. Transfer Prohibitions. No Party shall make any sale, contribution, exchange, assignment, transfer, pledge, hypothecation or other disposition of any Venture Interest (i) during the first ten (10) years after the Closing Date without the prior written consent of the other Parties, except for transfers permitted by Sections 8.1, 8.2, 8.3, 17.2, 17.3, 17.4, 17.5, 19.2, 20.5, 20.7 and 20.11, (ii) if such Party has committed and during the continuance of a Funding Default or a Material Non-Funding Default unless such transfer is pursuant to Section 20.5 or 20.11, or (iii) to a Major Competitor of FT/DT, in the case of the Sprint Parties, or to a Major Competitor of Sprint, in the case of the FT/DT Parties unless such transfer is made pursuant to and in accordance with Section 17.4 or 17.5. In addition, no sale, contribution, exchange, assignment, transfer, pledge, hypothecation or other disposition other than a sale or other disposition of all of a Party's right, title and interest in and to its Venture Interests in a Regional Operating Group or the GBN Group shall be permitted under this Agreement. Any attempted or actual sale, contribution, exchange, assignment, transfer, pledge, hypothecation or other disposition by a Party of Venture Interests in violation of this Agreement shall be of no effect and null and void. Section 19.2. Permitted Transfers. Without the consent of each other Party, upon thirty (30) days prior notice to the other Parties, subject to Section 15.13, the FT/DT Parties or the Sprint Parties may from time to time transfer all, but not less than all, of their Venture Interests relating to one or more Regional Operating Groups or the GBN Group (1) to a Qualified Venture Subsidiary of such Parties or to one or more Wholly Owned Subsidiaries of such a Qualified Venture Subsidiary or (2)(a) in the case of the FT/DT Parties, (A) to FT or one or more of its Wholly Owned Subsidiaries; and (B) to DT or one or more of its Wholly Owned Subsidiaries, or (b) in the case of the Sprint Parties, to Sprint or one or more of its Wholly Owned Subsidiaries. Any transferee which receives Venture Interests from a Party in accordance with this Section 19.2 is referred to herein as a "Permitted Transferee." Notwithstanding the foregoing, a Party may transfer Venture Interests to a Permitted - cxxxviii - Transferee only if (i) to evidence more fully that such Venture Interests remain subject to this Agreement, a Permitted Transferee that has not previously executed this Agreement shall acknowledge its agreement to be bound by the terms of this Agreement and the other Operative Agreements to the same extent as the Party that is transferring such Venture Interests is bound by executing copies of such agreements, and (ii) the Permitted Transferee agrees in writing to reassign its Venture Interests to such Party (x) in the case of a transfer to a Qualified Venture Subsidiary, in the event that such Permitted Transferee no longer qualifies as a Qualified Venture Subsidiary, (y) in the case of a transfer to a Wholly Owned Subsidiary of FT or DT, in the event that such Permitted Transferee no longer qualifies as a Wholly Owned Subsidiary of FT or DT, as the case may be, or (z) in the case of a transfer to a Wholly Owned Subsidiary of a Qualified Venture Subsidiary, in the event that such Permitted Transferee no longer qualifies as a Wholly Owned Subsidiary of such Qualified Venture Subsidiary or such Qualified Venture Subsidiary no longer qualifies as a Qualified Venture Subsidiary. Until such conditions have been satisfied, no JV Entity shall have any authority or obligation to register any Venture Interests in the name of the Permitted Transferee or to recognize the Permitted Transferee as having any rights to such Venture Interests. Upon satisfaction of such conditions, the Permitted Transferee shall succeed to all of the rights of the Party transferring such Venture Interests under this Agreement and the other Operative Agreements, provided that such Party shall remain liable for all of its obligations under this Agreement and the other Operative Agreements. Section 19.3. Transfers Subject to Right of First Refusal. Except for transfers permitted by Sections 8.1, 8.2, 8.3, 17.2, 17.3, 19.2, 20.5, 20.7 and 20.11 and transfers to which the other Parties have consented in writing, all transfers of Venture Interests permitted by Section 19.1 shall be subject to a right of first refusal as follows: (a) No Related Party Group (the "Selling Party") shall make a transfer of any Venture Interest pursuant to this Section 19.3 without first giving notice (the date of such notice being hereinafter referred to as the "Offering Date") to the other Related Party Group (the "Offeree Party") and to the Global Venture Board; provided that neither Sprint nor any of its Affiliates shall be permitted to give such notice (or make such transfer) unless it shall have obtained approval in accordance with Section 15.38 to sell to the Offeree Party all but not less than all of the Affected Venture Interests at the time and upon the terms set forth in such notice. Said notice shall contain a full description of the proposed transfer, including information of the type of transfer, the Venture Interests which it proposes to transfer (which shall in all cases be all of the Venture Interests owned by the Selling Party) (the "Affected Venture Interests"), the terms of the proposed transfer (which shall in all cases contemplate that the purchase price be paid entirely in - cxxxix - cash), and the identity of the proposed transferee (which shall be a Qualified Venture Purchaser) (the "Transferee Party"). Any notice given pursuant to this Section 19.3(a) shall constitute an offer (the "First Offer") by the Selling Party to sell to the Offeree Party all, but not less than all, of the Affected Venture Interests at the time and upon the terms set forth in the notice delivered pursuant to this Section 19.3(a). The First Offer shall be irrevocable for a period of ninety (90) days following the Offering Date. (b) The Offeree Party shall have ninety (90) days after the Offering Date in which to indicate (subject, in the event that Sprint or its Affiliate is the Offeree Party, to approval of such indication in accordance with Section 15.38) to the Selling Party its agreement to purchase all of the Affected Venture Interests. A copy of such acceptance shall also be given by the Offeree Party to the Global Venture Board. If the Offeree Party fails to indicate its agreement within said 90-day period, it will be deemed to have elected not to purchase any of the Affected Venture Interests. (c) If the Offeree Party accepts the First Offer within the ninety (90) days provided therefor, each of the Parties shall use its reasonable efforts to obtain all Governmental Approvals required to effect the purchase of the Affected Venture Interests by the Offeree Party pursuant to Section 19.3(b). Unless the Parties have failed to receive all required Governmental Approvals or any of the Governmental Approvals provided with respect to the transaction have imposed a Burdensome Condition, the purchase of Affected Venture Interests agreed to by the Offeree Party pursuant to Section 19.3(b) shall be closed and consummated in the principal office of the Offeree Party on or before the one hundred fiftieth (150th) day following the Offering Date. At the closing, the Selling Party and the Offeree Party shall make the deliveries specified in Section 17.7. If the required Governmental Approvals have not been received at the time the closing is scheduled to occur hereunder or any of the Governmental Approvals provided with respect to the transaction have imposed a Burdensome Condition, the closing shall be postponed until no later than one hundred eighty (180) days following the date of such originally scheduled closing. If by such time all Governmental Approvals required to consummate such transaction have not been obtained or any of the Governmental Approvals provided with respect to the transaction have imposed a Burdensome Condition or if such transaction is not consummated for any other reason, such transaction shall be abandoned and the Affected Venture Interests shall again be subject to the provisions of this Agreement as though the First Offer as to such Affected Venture Interests had not been previously given, provided that if the Selling Party is exercising its right to transfer its Venture Interests pursuant to Section 17.4 or Section 17.5, such Party shall be permitted to either transfer such Venture Interests to the original Transferee Party pursuant to Section 19.3(d) or declare an Impasse. - cxl - (d) If the First Offer is not accepted by the Offeree Party pursuant to Section 19.3(b), the Selling Party shall be free to make the transfer; provided, however, that (i) such transfer shall be in strict accordance with the terms of the proposed transfer described in the offer delivered to the Offeree Party pursuant to Section 19.3(a), and (ii) except as otherwise provided in this Section 19.3(d), such transfer shall be consummated within one hundred fifty (150) days after the Offering Date. Each of the Selling Party and the Transferee Party shall use its reasonable efforts to obtain all Governmental Approvals required to effect the purchase and sale of Venture Interests pursuant to this Section 19.3(d). Unless such Persons have failed to receive all required Governmental Approvals or any of the Governmental Approvals provided with respect to the transaction have imposed a Burdensome Condition, such purchase of Affected Venture Interests agreed to by the Transferee Party shall be closed and consummated on or before the one hundred fiftieth (150th) day following the Offering Date. At the closing, the Selling Party and the Transferee Party shall make the deliveries specified in Section 17.7. If the required Governmental Approvals have not been received at the time the closing is scheduled to occur hereunder or any of the Governmental Approvals provided with respect to the transaction have imposed a Burdensome Condition, the closing shall be postponed until no later than one hundred eighty (180) days following the date of such originally scheduled closing. If by such time all Governmental Approvals required to consummate such transaction have not been obtained or any of the Governmental Approvals provided with respect to the transaction have imposed a Burdensome Condition or if such transaction has not been consummated for any other reason, the transaction shall not be consummated and the Affected Venture Interests shall again be subject to the provisions of this Agreement as though the First Offer as to such Affected Venture Interests had not previously been given, provided that if the Selling Party is exercising its rights to transfer its Venture Interests pursuant to Section 17.4 or 17.5, such Party shall be permitted to declare an Impasse. (e) Any Venture Interests transferred pursuant to Section 19.3(d) shall remain subject to the terms of this Agreement, and the Transferee Party shall be deemed to be a "Party" for all purposes of this Agreement and the other Operative Agreements to the same extent to which the Selling Party would be subject if not for such sale. To evidence more fully that such Venture Interests remain subject to this Agreement, any such Transferee Party shall acknowledge its agreement to be bound by the terms of this Agreement and the other applicable Operative Agreements to the same extent as the Selling Party is bound by executing copies of such agreements. Until such conditions have been satisfied, no JV Entity shall have any authority or obligation to register any Venture Interests in the name of the Transferee Party or to recognize the Transferee Party as having any rights to such Venture Interests. Upon satisfaction of such conditions, the Transferee Party shall - cxli - succeed to all of the rights of the Selling Party under this Agreement and the other Operative Agreements. (f) Upon the closing of any purchase and sale of Venture Interests pursuant to Section 19.3(d), the provisions of Article 22 shall govern the rights and obligations of the Parties and the Transferee Party. (g) The Offeree Party may (subject, in the event that Sprint or its Affiliate is the Offeree Party, to approval in accordance with Section 15.38) assign all or any part of its rights to acquire the Selling Party's Venture Interests to one or more Permitted Designees. ARTICLE 20. TERM AND TERMINATION; DEFAULT ----------------------------- Section 20.1. Term of JV Entities. Each JV Entity shall continue without interruption until it is dissolved and terminated pursuant to the terms of the Operative Agreements or Constituent Documents or pursuant to Applicable Law. Section 20.2. Tie-Breaking Vote Upon Certain Defaults, Etc. (a) Upon the occurrence of a Funding Default by any of the Sprint Parties, the FT/DT Parties shall have the Tie-Breaking Vote as described in Section 18.1, subject to Section 11.4(c). Upon the occurrence of a Funding Default by any of the FT/DT Parties, the Sprint Parties shall have the Tie- Breaking Vote as described in Section 18.1, subject to Sections 11.4(c) and 11.4(g). (b) If a duly constituted arbitral tribunal issues a Partial Award pursuant to Section 21.6 in which such tribunal decides that a Material Non- Funding Breach has occurred, the Breaching Party shall immediately (i) cease the violative conduct which gave rise to such tribunal's determination that a Material Non-Funding Breach had occurred and (ii) comply in all material respects with the terms and conditions specified in the Partial Award (including complying with Section 15.9 in respect of a Material Non-Funding Breach). If a duly constituted arbitral tribunal makes a Material Non-Funding Breach Finding that a Breaching Party has failed to comply with clause (i) or (ii) of the preceding sentence, a material non-funding default ("Material Non-Funding Default") shall occur; provided that if the Material Non-Funding Breach is the result of a breach of Section 15.11, a Material Non-Funding Default will occur on the date on which such tribunal issues the Partial Award to such effect. (c) In addition to the circumstances described in Section 20.2(b) in which a Material Non-Funding Default will occur, a Material Non-Funding Default also will occur if: - cxlii - (i) FT or DT or any of their respective Qualified Subsidiaries (as defined in the Investment Agreement) breaches its obligation under the Investment Agreement to consummate the purchase of any shares of capital stock of Sprint contemplated by the Investment Agreement to be purchased (other than in connection with the Optional Shares Closing (as so defined)); or (ii) unless cured within any applicable cure periods specified in Section 7(b) of the Class A Provisions (as defined in the Standstill Agreement), FT, DT or any of their respective Affiliates (as so defined), except unintentionally or through inadvertence, and except as otherwise not prohibited by the Standstill Agreement: (x) except as permitted by Section 2.3 of the Standstill Agreement, during the Initial Standstill Period (as so defined) acquires Beneficial Ownership (as so defined), directly or indirectly, by purchase or otherwise, of any Sprint Voting Securities (as so defined), if as a result the Votes (as so defined) represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates (each as so defined) would represent in the aggregate more than 20% (or such higher percentage as then permitted by the Standstill Agreement) of the Voting Power (as so defined) represented by the Outstanding Sprint Voting Securities (as so defined); (y) except as permitted by Section 2.3 of the Standstill Agreement, following the Initial Standstill Period (as so defined), acquires Beneficial Ownership (as so defined), directly or indirectly, by purchase or otherwise, of any Sprint Voting Securities (as so defined) if as a result the Votes (as so defined) represented by the Sprint Voting Securities Beneficially Owned in the aggregate by FT, DT and their respective Affiliates and Associates (each as so defined) would represent in the aggregate more than 30% (or such higher percentage as then permitted by the Standstill Agreement) of the Voting Power (as so defined) represented by the Outstanding Sprint Voting Securities (as so defined); or (z) unless in each case specifically requested in writing by the Chairman of the Board of Sprint or by a resolution of a majority of the directors of Sprint: (A) proposes any matter for submission to a vote of the stockholders of Sprint or any of its Affiliates (as so defined); (B) forms or joins or participates in a Group (as so defined) with respect to Sprint Voting Securities; - cxliii - (C) effects, seeks, proposes, offers or participates in any: (1) 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; (2) recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Sprint or any material portion of its business; or (3) "solicitation" of "proxies" (as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission, but without regard to the exclusion set forth in Section 14a-1(1)(2)(iv) of such rules from the definition of "solicitation") with respect to Sprint or any of its Affiliates (as so defined) 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 U.S. Securities and Exchange Commission) with respect to Sprint or any of its Affiliates (as so defined); or (D) takes any other action to seek to affect the control of the management or Board of Directors of Sprint or any of its Affiliates (as so defined). The sole and exclusive remedy under this Agreement for a Material Non-Funding Default described in this Section 20.2(c) shall be as set forth in Sections 20.2(d) (subject to Section 20.11(a)), 20.4 and 20.5(d) (subject to Section 20.5(c)); provided that nothing in this Section 20.2(c) shall affect any rights which any Party may have pursuant to the Investment Agreement. (d) Upon the occurrence of a Material Non-Funding Default by any of the Sprint Parties, the FT/DT Parties shall have the Tie-Breaking Vote as described in Section 18.1. Upon the occurrence of a Material Non-Funding Default by any of the FT/DT Parties, the Sprint Parties shall have the Tie-Breaking Vote as described in Section 18.1. (e) Upon the occurrence of a Bankruptcy of any of the Sprint Parties, the FT/DT Parties shall have the Tie-Breaking Vote as described in Section 18.1. Upon the occurrence of a Bankruptcy of any of the FT/DT Parties, the Sprint Parties shall have the Tie-Breaking Vote as described in Section 18.1. - cxliv - Section 20.3. Termination of Joint Venture. The following shall be "Termination Conditions" with respect to the Joint Venture: (a) a Funding Default shall have occurred and such default shall not have been cured within the Second Cure Period (in which case the Non-Defaulting Shareholder may (subject, in the event that Sprint or its Affiliate is the Non- Defaulting Shareholder, to approval in accordance with Section 15.38) deliver a written notice (a "Termination Notice") in accordance with Section 20.4); (b) a Material Non-Funding Default has occurred (in which case the Related Party Group which has not committed such Material Non-Funding Default (the "Non-Defaulting Party") may (subject, in the event that Sprint or its Affiliate is the Non-Defaulting Party, to approval in accordance with Section 15.38) deliver a Termination Notice in accordance with Section 20.4); (c) the Bankruptcy of a Party (in which case the non-bankrupt Related Party Group may (subject, in the event that any Sprint Party is a member of the non-bankrupt Related Party Group, to approval in accordance with Section 15.38) deliver a Termination Notice in accordance with Section 20.4); (d) there shall be taken any action by a Governmental Authority relating to the Joint Venture after the Closing Date which imposes a Burdensome Condition, provided that the Related Party Group seeking to deliver a Termination Notice shall have used its reasonable efforts to reverse or modify such action, including taking all action required by Section 15.2(c) (in which case the Party so affected by such Burdensome Condition may (subject, in the event that Sprint or its Affiliate is the affected Party, to approval in accordance with Section 15.38) deliver a Termination Notice in accordance with Section 20.4); (e) either the Sprint Parties or the FT/DT Parties shall give a notice of Impasse to the other Related Party Group in accordance with this Agreement, which Impasse is not dissolved in accordance with this Agreement (in which case either the Sprint Parties may (subject to approval in accordance with Section 15.38), or the FT/DT Parties may, then deliver a Termination Notice in accordance with Section 20.4); and (f) written mutual consent of all of the Parties (in which case any Party may (subject, in the case of the Sprint Parties, to approval in accordance with Section 15.38) deliver a Termination Notice in accordance with Section 20.4). Section 20.4. Termination Notice. (a) If a Termination Condition occurs, a Related Party Group which is entitled to deliver a Termination Notice pursuant to Section 20.3 may give such Termination Notice to the other - cxlv - Related Party Group and to the Global Venture Board within one hundred eighty (180) days following the date upon which such Related Party Group becomes aware of the occurrence of the Termination Condition or, in the case of Section 20.3(e), at any time after the period during which such Impasse may be dissolved has expired. If one Related Party Group delivers a Termination Notice, the other Related Party Group shall be precluded from delivering a subsequent Termination Notice. (b) Each of the Parties acknowledges and agrees that (i) it shall not challenge the validity of any provision of this Article 20 in any Proceeding and (ii) each Party shall have a right to seek specific performance of each provision of this Article 20 in accordance with Article 21. Section 20.5. Termination Upon Default, Etc. (a) In the case of a Termination Condition under Section 20.3(a) resulting from a Funding Default by any of the Sprint Parties, under Section 20.3(b) resulting from a Material Non-Funding Default by any of the Sprint Parties, or under Section 20.3(c) resulting from a Bankruptcy of any of the Sprint Parties holding Venture Interests as permitted by this Agreement, the FT/DT Parties shall have the option to purchase all, but not less than all, of the Venture Interests of the Sprint Parties. In order to determine the option price, the Parties shall cause the Appraised Value of the Venture Interests of the Sprint Parties to be determined pursuant to Section 17.8. If the FT/DT Parties elect to exercise their option to purchase the Venture Interests of the Sprint Parties, the FT/DT Parties shall deliver written notice of such exercise to the Sprint Parties within ninety (90) days following receipt of the Value Opinion. Such written notice shall constitute an offer by the FT/DT Parties to purchase the Venture Interests of the Sprint Parties at the price set forth in this Section 20.5(a), and the Sprint Parties hereby accept any such offer by the FT/DT Parties. If the FT/DT Parties fail to deliver such written notice of such exercise within said 90-day period, they will be deemed to have elected not to purchase the Venture Interests of the Sprint Parties. In the event that the FT/DT Parties purchase the Venture Interests of the Sprint Parties pursuant to this Section 20.5(a), the purchase price for the Venture Interests shall be an amount payable in cash in U.S. Dollars equal to (i) 75% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(a) or (b) and (ii) 100% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(c); provided that if the FT/DT Parties hold any Company Eligible Notes at the time such payment is made, such Company Eligible Notes may constitute all or a portion of the purchase price. (b) In the case of a Termination Condition under Section 20.3(a) resulting from a Funding Default by Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties (or - cxlvi - Wholly Owned Subsidiary of Atlas or of any such Qualified Venture Subsidiary), under Section 20.3(b) resulting from a Material Non-Funding Default by Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties (or Wholly Owned Subsidiary of Atlas or of any such Qualified Venture Subsidiary), or under Section 20.3(c) resulting from the Bankruptcy of Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties (or Wholly Owned Subsidiary of Atlas or of any such Qualified Venture Subsidiary) holding Venture Interests as permitted by this Agreement, the Sprint Parties shall have the option (subject to approval in accordance with Section 15.38) to purchase all, but not less than all, of the Venture Interests of the FT/DT Parties. In order to determine the option price, the Parties shall cause the Appraised Value of the Venture Interests of the FT/DT Parties to be determined pursuant to Section 17.8. If the Sprint Parties elect to exercise their option to purchase the Venture Interests of the FT/DT Parties, Sprint shall deliver written notice of such exercise to the FT/DT Parties within ninety (90) days following receipt of the Value Opinion. Such written notice shall constitute an offer by the Sprint Parties to purchase the Venture Interests of the FT/DT Parties at the price set forth in this Section 20.5(b), and the FT/DT Parties hereby accept any such offer by the Sprint Parties. If Sprint fails to deliver such written notice of such exercise within said 90-day period, the Sprint Parties will be deemed to have elected not to purchase the Venture Interests of the FT/DT Parties. In the event that the Sprint Parties purchase the Venture Interests of the FT/DT Parties pursuant to this Section 20.5(b), the purchase price for the Venture Interests shall be an amount payable in cash in U.S. Dollars equal to (i) 75% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(a) or (b) and (ii) 100% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(c); provided that if the Sprint Parties hold any Class A Holder Eligible Notes at the time such payment is made, such Class A Holder Eligible Notes may constitute all or a portion of the purchase price. (c) Upon the occurrence of a Termination Condition under Section 20.3(a) resulting from a Funding Default by either FT (or Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement) or DT (or Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement), under Section 20.3(b) resulting from a Material Non-Funding Default by either FT (or Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement) or DT (or Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement), or under Section 20.3(c) resulting from the Bankruptcy of either FT (or Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement) or DT (or Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement), the Non-Defaulting European Party shall have the option, which it may exercise whether or not the Sprint Parties deliver a Termination Notice, to purchase all, but - cxlvii - not less than all, of the Venture Interests of the Defaulting European Party. In order to determine the option price, the Parties shall cause the Appraised Value of the Venture Interests of each of the Defaulting European Party and the Non- Defaulting European Party to be determined pursuant to Section 17.8. If the Non- Defaulting European Party elects to exercise its option to purchase the Venture Interests of the Defaulting European Party, the Non-Defaulting European Party shall deliver written notice of such exercise to the Defaulting European Party and the Sprint Parties within forty-five (45) days following receipt of the Value Opinion. Such written notice shall constitute an offer by the Non- Defaulting European Party to purchase the Venture Interests of the Defaulting European Party at the price set forth in this Section 20.5(c), and the Defaulting European Party hereby accepts any such offer by the Non-Defaulting European Party. If the Non-Defaulting European Party fails to deliver such written notice of such exercise within said 45-day period, it will be deemed to have elected not to purchase the Venture Interests of the Defaulting European Party. In the event that the Non-Defaulting European Party purchases the Venture Interests of the Defaulting European Party pursuant to this Section 20.5(c), the purchase price for the Venture Interests shall be an amount payable in cash in U.S. Dollars equal to (i) 75% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(a) or (b) and (ii) 100% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(c). Following such a purchase, the Sprint Parties shall cease to have the Tie-Breaking Vote. For purposes of this Agreement, the Venture Interests of a Defaulting European Party shall include the Venture Interests of all FT/DT Parties other than the Non-Defaulting European Party (including the Venture Interests held by such Non-Defaulting European Party through Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties). (d) If the Non-Defaulting European Party elects not to purchase the Venture Interests of the Defaulting European Party pursuant to Section 20.5(c), the Sprint Parties shall have the option (subject to approval in accordance with Section 15.38) to purchase all, but not less than all, of the Venture Interests of the FT/DT Parties by delivering written notice of such election to purchase within forty-five (45) days of the election of the Non-Defaulting European Party to not purchase the Venture Interests of the Defaulting European Party. Such written notice shall constitute an offer by the Sprint Parties to purchase the Venture Interests of the FT/DT Parties at the price set forth in this Section 20.5(d), and the FT/DT Parties hereby accept any such offer by the Sprint Parties. If Sprint fails to deliver such written notice of such exercise within said 45-day period, it will be deemed to have elected not to purchase the Venture Interests of the FT/DT Parties. In the event that the Sprint Parties purchase the Venture Interests of the FT/DT Parties pursuant to Section 20.5(d), the purchase price for the Venture Interests shall be an amount payable in cash in U.S. Dollars - cxlviii - equal to (i) 75% of the Appraised Value of the Venture Interests of the Defaulting European Party (including the Venture Interests held by such Defaulting European Party through Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties) in case of a Termination Condition described in Section 20.3(a) or (b), (ii) 100% of the Appraised Value of the Venture Interests of the FT/DT Parties in case of a Termination Condition described in Section 20.3(c), and (iii) 100% of the Appraised Value of the Venture Interests of the Non-Defaulting European Party (including the Venture Interests held by such Non-Defaulting European Party through Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties) in the case of a Termination Condition described in Section 20.3(a) or (b); provided that if the Sprint Parties hold any Class A Holder Eligible Notes at the time such payment is made, such Class A Holder Eligible Notes may constitute all or a portion of the purchase price. (e) In any case in which a Related Party Group has the option to purchase the Venture Interests of any other Related Party Group under this Section 20.5, the purchasing Related Party Group shall have the option (subject, in the event that any Sprint Party is a member of such Related Party Group, to approval in accordance with Section 15.38), before consummating the purchase of the Venture Interests of such other Related Party Group, to exercise any unexpired right under this Agreement that the purchasing Related Party Group may have to cause any JV Entity to purchase from such other Related Party Group any GBN Special Matter Project, ROW Plan Action Project or ROE Plan Action Project that has been accounted for separately and which such other Related Party Group owns. (f) In any case in which a Related Party Group having the option to purchase the Venture Interests of the other Related Party Group under this Section 20.5 chooses not to exercise such right, the Joint Venture shall continue. Section 20.6. Termination Upon Regulatory Action, Impasse or Mutual Consent. In the case of a Termination Condition under Section 20.3(d), 20.3(e) or 20.3(f), upon delivery of a Termination Notice, the Parties shall proceed to terminate the Joint Venture pursuant to the buy/sell arrangements set forth in Section 20.7. Section 20.7. Buy/Sell Arrangements. (a) In case of a Termination Condition under Section 20.3(d), 20.3(e) or 20.3(f), the Parties shall immediately provide for the Appraised Value of the Joint Venture to be determined in accordance with Section 17.8. Within ninety (90) days following the date on which the Sprint Parties and the FT/DT Parties receive the Value Opinion, each shall submit simultaneously to the other sealed statements (the content of which, in the case of the sealed statement of the Sprint Parties, shall have been approved in accordance with Section 15.38) (each, - cxlix - an "Initial Offer") notifying the other in writing either (i) that it offers to sell all of its Venture Interests to the other Related Party Group, or (ii) that it offers to buy all of the other Related Party Group's Venture Interests at the Appraised Value in each case for cash. (b) If the Initial Offers indicate that one Related Party Group wishes to buy and the other Related Party Group wishes to sell, they shall continue negotiations in an effort to reach a final agreement (which final agreement shall be subject, in the case of the Sprint Parties, to approval in accordance with Section 15.38) on price. If the Parties have been unable to reach an agreement as to price within sixty (60) days of the Initial Offers, the Venture Interests will be sold at a price equal to their Appraised Value determined in accordance with Section 17.8. (c) If the Initial Offers indicate that both Related Party Groups wish to sell their Venture Interests, they shall select an investment banking firm to determine how to realize the maximum value for their Venture Interests. If they are unable to reach an agreement as to how to proceed within one hundred eighty (180) days of the date of the Termination Notice, then the Parties shall proceed with the bidding process set forth in Section 20.7(d). (d) If the Initial Offers indicate that each Related Party Group wishes to purchase the other's Venture Interests, then the Related Party Groups shall begin a bidding process and the highest bidder (based upon the amount bid by each Related Party Group as a percentage of the Appraised Value of the Venture Interests of the other Related Party Group) shall buy the other's Venture Interests for cash. The terms and conditions of each such bid made by the Sprint Parties shall be subject to approval in accordance with Section 15.38. Either Related Party Group (the "First Bidder") can make an initial offer to purchase the Venture Interests of the other Related Party Group, which cannot be less than 95% of the Appraised Value of the Venture Interests to be purchased. The other Related Party Group must respond either by accepting such initial offer or delivering a counteroffer to purchase the Venture Interests of the First Bidder. The counteroffer and each subsequent offer for particular Venture Interests must be at least 1% higher than the immediate prior offer for such Venture Interests. The bidding process shall continue until one Related Party Group has either responded by accepting the immediate prior offer or failed to make a timely response, in which case the immediate prior offer shall be deemed accepted. For purposes of this Section 20.7, all offers, acceptances and counteroffers must be for cash in writing and in a form which is firm and binding; all offers must be answered within twenty (20) days of receipt of notice of a prior offer. If no response to an offer or counteroffer is received within such 20-day period, the immediate prior offer or counteroffer shall be deemed to be accepted. - cl - Section 20.8. Closing. Each of the Parties shall use its reasonable efforts to obtain all Governmental Approvals required to effect the purchase and sale of Sprint Venture Interests or FT/DT Venture Interests, as the case may be, pursuant to Sections 20.5 and 20.7. Unless the Parties have failed to receive all required Governmental Approvals, or any of the Governmental Approvals provided with respect to the transaction have imposed any Burdensome Condition, the closing of the purchase of Venture Interests pursuant to this Article 20 shall be held at the principal office of the purchasing Related Party Group within ninety (90) days after the final determination of the purchase price to be paid to the selling Related Party Group. If in spite of the Parties' efforts in this regard, the required Governmental Approvals have not been received at the time the closing is scheduled to occur or any such Governmental Approvals with respect to the transaction have imposed any Burdensome Condition, the closing shall be postponed until such date as the Parties shall have obtained the required Governmental Approvals which do not impose any Burdensome Condition; provided that, if such Governmental Approvals are not obtained without the imposition of a Burdensome Condition prior to the fifth anniversary of the date on which such closing is postponed, at the request of any Party, the Parties shall negotiate in good faith to provide for the termination of the Joint Venture pursuant to such mutually agreeable terms and conditions as will permit the Parties to obtain all Governmental Approvals required for the termination of the Joint Venture Agreement, without the imposition of any Burdensome Condition, and as will have substantially the same economic consequences to the Parties as the transaction contemplated by Section 20.5 or 20.7, as applicable. At the closing, the purchasing Related Party Group and the selling Related Party Group shall make the deliveries specified in Section 17.7. Section 20.9. Waiver of Right to Terminate. Notwithstanding the foregoing, in the event that a Related Party Group fails to give a Termination Notice within the time period set forth in Section 20.4, such Related Party Group shall be deemed to have waived its right to terminate with respect to the event or events which gave rise to such right to terminate. Section 20.10. Assignment of Rights. In the event either the Sprint Parties or the FT/DT Parties obtain the right to purchase the other Related Party Group's Venture Interests pursuant to this Article 20, the purchasing Related Party Group may assign all or any part of its rights to acquire the selling Related Party Group's Venture Interests to one or more Permitted Designees of such purchasing Parties. Section 20.11. Special Put Rights. (a) If a Non-Defaulting Shareholder or Non-Defaulting Party waives its right to deliver a Termination Notice following the occurrence of a Funding Default or a Material Non-Funding - cli - Default pursuant to Section 20.9, then unless the Non-Defaulting Shareholder or Non-Defaulting Party relinquishes the Tie-Breaking Vote, the Party which has committed the Funding Default or Material Non-Funding Default, as the case may be (the "Defaulting Party"), shall have the right (subject, in the event that Sprint or its Affiliate is the Party which has committed the Funding Default or the Material Non-Funding Default, to approval of the exercise of such right in accordance with Section 15.38) to require the Non-Defaulting Shareholder or Non- Defaulting Party, on or after the fifth anniversary of the date on which the Non-Defaulting Shareholder or Non-Defaulting Party received the Tie-Breaking Vote, to purchase all, but not less than all, of the Defaulting Party's Venture Interests at 75% of the Appraised Value determined in accordance with Section 17.8. Such right shall be exercised by delivery of a written notice by the Defaulting Party to the Non-Defaulting Shareholder or Non-Defaulting Party electing to exercise their right under this Section 20.11(a). The date of such notice is referred to herein as the "Default Put Notice Date." Promptly following the Default Put Notice Date, the Parties shall commence the appraisal process set forth in Section 17.8. (b) If the FT/DT Parties propose to transfer their Venture Interests to a Major Competitor of Sprint pursuant to Section 17.4, the Sprint Parties shall have the right (subject to approval of the exercise of such right in accordance with Section 15.38) to require the FT/DT Parties to purchase all, but not less than all, of the Venture Interests of the Sprint Parties, which purchase and sale shall occur concurrently with or, at the election of the FT/DT Parties, prior to the transfer by the FT/DT Parties of their Venture Interests to such Major Competitor of Sprint. Unless otherwise agreed by the Parties, the purchase price to be paid by the FT/DT Parties for the Venture Interests of the Sprint Parties shall be equal to the sum of (A) the Percentage Interest of the Sprint Parties in each of the GBN Group and the Regional Operating Groups multiplied by (B) the "Per Venture Interest Price" for the GBN Group and each such Regional Operating Group. For this purpose, the "Per Venture Interest Price" for the GBN Group or a Regional Operating Group shall be equal to: (1) the aggregate purchase price to be paid by the Transferee Party to the FT/DT Parties (reduced by any control premium) multiplied by the applicable "Allocation Ratio" divided by (2) the Percentage Interest of the FT/DT Parties in the GBN Group or such Regional Operating Group, as the case may be. The "Allocation Ratio" for the GBN Group or a Regional Operating Group shall be equal to: (i) the Appraised Value of the GBN Group or such Regional Operating Group, as the case may be, divided by (ii) the Appraised Value of all the Venture Interests of the GBN Group and each Regional Operating Group, in both cases determined as of the Sprint Major Competitor Put Notice Date in accordance with Section 17.8. Promptly following the date on which the Sprint Parties elect to exercise their right to require the FT/DT Parties to purchase their Venture Interests pursuant to this Section 20.11(b), the Parties shall commence the appraisal - clii - process set forth in Section 17.8. Such right shall be exercised by delivery of a written notice by the Sprint Parties electing to exercise their right under this Section 20.11(b) no later than ninety (90) days after the date the FT/DT Parties have given notice of their election to transfer their Venture Interests pursuant to Section 17.4. The date of such notice is referred to herein as the "Sprint Major Competitor Put Notice Date." (c) If the Sprint Parties propose to transfer their Venture Interests to a Major Competitor of FT/DT pursuant to Section 17.5, the FT/DT Parties shall have the right to require the Sprint Parties to purchase all, but not less than all, of the Venture Interests of the FT/DT Parties, which purchase and sale shall occur concurrently with or, at the election of the Sprint Parties, prior to the transfer by the Sprint Parties of their Venture Interests to such Major Competitor of FT/DT. Unless otherwise agreed by the Parties, the purchase price to be paid by the Sprint Parties for the Venture Interests of the FT/DT Parties shall be equal to the sum of (A) the Percentage Interest of the FT/DT Parties in each of the GBN Group and the Regional Operating Groups multiplied by (B) the "Per Venture Interest Price" for the GBN Group and each such Regional Operating Group. For this purpose, the "Per Venture Interest Price" for the GBN Group or a Regional Operating Group shall be equal to: (1) the aggregate purchase price to be paid by the Transferee Party to the Sprint Parties (reduced by any control premium) multiplied by the applicable "Allocation Ratio" divided by (2) the Percentage Interest of the Sprint Parties in the GBN Group or such Regional Operating Group, as the case may be. The "Allocation Ratio" for the GBN Group or a Regional Operating Group shall be equal to: (i) the Appraised Value of the GBN Group or such Regional Operating Group, as the case may be, divided by (ii) the Appraised Value of all the Venture Interests of the GBN Group and each Regional Operating Group, in both cases determined as of the FT/DT Major Competitor Put Notice Date in accordance with Section 17.8. Promptly following the date on which the FT/DT Parties elect to exercise their right to require the Sprint Parties to purchase their Venture Interests pursuant to this Section 20.11(c), the Parties shall commence the appraisal process set forth in Section 17.8. Such right shall be exercised by delivery of a written notice by the FT/DT Parties electing to exercise their right under this Section 20.11(c) no later than ninety (90) days after the date the Sprint Parties have given notice of their election to transfer their Venture Interests pursuant to Section 17.5. The date of such notice is referred to herein as the "FT/DT Major Competitor Put Notice Date." (d) Each of the Parties shall use its reasonable efforts to obtain all Governmental Approvals required to effect the purchase and sale of Venture Interests pursuant to Section 20.11(a), 20.11(b) or 20.11(c). Unless the Parties have failed to receive all required Governmental Approvals or any of the Governmental Approvals provided with respect to the transaction have imposed any Burdensome Condition, the purchase of Venture - cliii - Interests by the selling Related Party Group pursuant to Section 20.11(a), 20.11(b) or 20.11(c) shall be closed and consummated in the principal office of the other Related Party Group or at such other place as such Related Party Group may reasonably designate on or before the one hundred fiftieth (150th) day following the relevant Put Notice Date. At the closing, the selling Related Party Group and the purchasing Related Party Group shall make the deliveries specified in Section 17.7. (e) If the required Governmental Approvals have not been received at the time the closing is scheduled to occur pursuant to Section 20.11(d), or any such Governmental Approvals with respect to the transaction have imposed any Burdensome Condition, the closing shall be postponed until no later than the second anniversary of the relevant Put Notice Date. During such two-year period, the purchasing Related Party Group may assign its rights to purchase the applicable Venture Interests to a Permitted Designee which shall agree to purchase such interests. If by the end of such two-year period, all Governmental Approvals required to consummate such transaction with the selling Related Party Group or a Permitted Designee have not been obtained, or any such Governmental Approvals continue to impose any Burdensome Condition, the Related Party Group which has exercised its rights pursuant to Section 20.11(a), 20.11(b) or 20.11(c) may declare an Impasse unless, in the case of a transfer pursuant to Section 20.11(a), the purchasing Related Party Group relinquishes the Tie-Breaking Vote. ARTICLE 21. ARBITRATION Section 21.1. Agreement to Arbitrate. (a) For purposes of this Article 21, the term "Party" shall mean any party to a Section 21.1 Agreement. (b) Upon the occurrence of a Dispute, any Party alleging that a party to a Section 21.1 Agreement has breached a provision of such agreement shall immediately refer such Dispute to the Global Venture Committee for resolution by giving notice to the Global Venture Committee and the Parties to such Section 21.1 Agreement specifying in reasonable detail the circumstances of such breach. Upon the occurrence of a Dispute pursuant to Section 16.8(d), the relevant JV Entity shall immediately refer such Dispute to the Global Venture Committee for resolution by giving notice to the Global Venture Committee and the other party to the relevant Affiliation Agreement. If the Global Venture Committee fails to resolve such Dispute within thirty (30) days of the date on which such Dispute was referred to the Global Venture Committee, such Dispute shall be immediately and automatically referred to the Global Venture Board. If the - cliv - Global Venture Board fails to resolve such Dispute within thirty (30) days of the date on which such Dispute was referred to the Global Venture Board, any Party may initiate arbitration pursuant to this Article 21. (c) Any and all Disputes that are not resolved by the Parties pursuant to Section 21.1(b) or otherwise shall be solely and finally settled by a board of three arbitrators in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the "ICC Rules"), as such ICC Rules shall be modified herein or by subsequent agreement of the affected Parties. Any Party, either separately or together with one or more other Parties, may initiate arbitration proceedings against any other Party. The Party so initiating arbitration proceedings shall so notify the Secretariat of the International Court of Arbitration (the "ICC Court") by filing with the ICC Court a Request for Arbitration. The information filed with and as part of such Request for Arbitration shall comply in all material respects with the requirements of the ICC Rules except that the Party filing such Request for Arbitration shall not nominate an arbitrator and shall include in the Request for Arbitration a notice to the ICC Court that the Parties have agreed to not nominate any arbitrators until the expiration of all the periods set forth herein for the joinder or intervention of other Parties. (d) Because the expeditious resolution of Disputes will depend in part on the prompt joinder or intervention of appropriate Parties, and because the procedures agreed by the Parties relating to joinder and intervention are integrally related to the time periods within which Answers and counterclaims must be filed, the Parties hereby direct the ICC Court to refrain from granting extensions of the time periods contained in Article 4 of the ICC Rules unless such extensions are absolutely essential in order to permit a Disputant to submit a responsive Answer or counterclaim. When granted, such extensions should be limited to the minimum period necessary to permit the Disputant to complete its Answer or counterclaim in a responsive manner. Further, because the Disputants will have previously discussed the issues relating to the Dispute during the internal dispute resolution process conducted pursuant to Section 21.1(b), the Parties contemplate that it would be unlikely that any Disputant would require an extension exceeding sixty (60) days in order to prepare a responsive Answer or counterclaim. (e) Whenever any filing is required or otherwise made in connection with any arbitration proceeding commenced under this Article 21, the Disputant making such filing shall send a copy of the filing, together with all attachments and exhibits thereto, (i) to each other Disputant, (ii) to each other Party to the Section 21.1 Agreement to which the Dispute relates or arises under, and (iii) to the Global Venture Board (such Disputants, - clv - other Parties and the Global Venture Board are hereinafter referred to collectively as the "Notice Parties"). (f) This agreement to arbitrate, as set forth in this Article 21, shall be specifically enforceable. Pursuant to Article 192 of Chapter 12 of the Swiss Federal Statute on Private International Law (December 18, 1987), the Parties expressly waive and exclude any right they may have to bring any action of appeal, annulment or recourse, including any setting aside proceeding, in reference to any award made in connection with arbitration proceedings initiated pursuant to this Article 21, insofar as such waiver may be validly made. Section 21.2. Joinder; Intervention; Cross Claims (a) Upon receipt of a Request for Arbitration, notice of counterclaim or notice of joinder, any Disputant may join any other Party to any arbitral proceedings commenced hereunder, provided that such joinder is based upon a Dispute which has common issues of law or fact as the Dispute arising under the relevant Request for Arbitration or a defendant's counterclaim, if any. Such joinder shall be made through written notice to the ICC Court and the Notice Parties within thirty (30) days after the receipt of the Request for Arbitration, notice of counterclaim or notice of joinder, as the case may be, which first describes facts or issues upon which such joinder would be based. The notice of joinder shall contain the following information: (i) name and address of the joined Party; and (ii) a statement of the Disputant's case with relation to the Party that the Disputant is joining. The joined Party may within thirty (30) days after the receipt of the notice of joinder set out its defense and (provided that it is based upon a Dispute which has common issues of law or fact as the Dispute arising under the relevant notice of joinder) counterclaim, if any, and supply relevant documents. If the joined Party sets out a defense or counterclaim, it shall send copies to the ICC Court and the Notice Parties. (b) At any time prior to the expiration of the later of the period within which a defendant must file its Answer and the period within which a joined Party must file its Answer (and counterclaims, if any), any Party may intervene in any arbitral proceedings hereunder provided that such intervention is based upon a Dispute which has issues of law or fact common to the Dispute arising under the relevant Request for Arbitration or a Disputant's Answer or counterclaim, if any. The notice of intervention shall contain the following information: (i) name and address of the intervening Party; and (ii) a statement of the intervening Party's case with relation to the claimant, the defendant and any other Disputant. (c) Any Disputant may, at the same time as it serves its Answer or its defense to a notice of intervention, notice of joinder or a counterclaim, as the case may be, make a cross-claim - clvi - against any other Disputant, provided that such cross-claim is based upon a Dispute which has common issues of law or fact as the Dispute arising under the relevant Request for Arbitration, notice of joinder, notice of intervention or counterclaim, as the case may be. (d) For purposes of any arbitration proceedings initiated under this Article 21, the words "or cross-claims" shall be deemed to be included after the words "the parties may make new claims or counterclaims" in Article 16 of the ICC Rules. (e) If a Disputant knowingly fails to join, or otherwise fails to make clear in its Answer that there may be a Party that is not a Disputant against whom a claimant may reasonably be expected to have a claim, such Disputant shall thereafter be barred from asserting as a defense that the claimant is seeking recovery against the incorrect Disputant, provided that such Disputant's failure to join another Party shall not otherwise affect its rights against such Party. Section 21.3. Effect of Joinder and Intervention. Any joined or intervening Party shall become a Disputant, and shall be bound by any award rendered by the arbitral tribunal, even if it chooses not to participate in the arbitral proceedings. Section 21.4. Selection of Arbitrators. (a) No arbitrators shall be nominated until the expiration of all periods within which Parties may intervene or be joined. (b) When a Dispute involves a disagreement between two Disputants, within thirty (30) days after the date beyond which no further intervention or joinder is permitted, each Disputant shall nominate one arbitrator for confirmation by the ICC Court, in accordance with the ICC Rules. If one of the Disputants fails to nominate an arbitrator within this period, the ICC Court shall appoint an arbitrator for that Disputant in accordance with Article 2.6 of the ICC Rules. The two arbitrators nominated by the Disputants (and confirmed by the ICC Court) or appointed on behalf of the Disputants (as the case may be) shall jointly nominate a third arbitrator, who shall be confirmed by the ICC Court in accordance with Article 2.4 of the ICC Rules and who shall chair the arbitration panel. If the arbitrators nominated by the Disputants (and confirmed by the ICC Court) or appointed on behalf of the Disputants (as the case may be) do not succeed in nominating a third arbitrator for confirmation by the ICC Court within thirty (30) days after the latter of the two arbitrators nominated by the Disputants (and confirmed by the ICC Court) or appointed on behalf of the Disputants (as the case may be) has been confirmed or appointed, the third arbitrator shall, at the request of either Disputant, be appointed by the ICC Court. The third arbitrator confirmed or appointed shall be a recognized legal expert in New York law with extensive experience - clvii - in relation to the issues involved in the Dispute and shall have full command of the English language. Any claim that the third arbitrator (i) is not a recognized legal expert in New York law with extensive experience in relation to the issues involved in the Dispute or (ii) does not have full command of the English language must be submitted to the ICC Court within sixty (60) days of the appointment of such third arbitrator or any such claim shall be permanently waived. (c) When a Dispute exists such that there are more than two Disputants, and within thirty (30) days after the date beyond which no further intervention or joinder is permitted no agreement can be reached among the Disputants regarding the method of nomination of arbitrators such that only two arbitrators shall be nominated by the Disputants, the Disputants shall so notify the ICC Court. In that event, the Disputants expressly waive and renounce any right, under the ICC Rules or otherwise, to the appointment of an arbitrator of their choice. Upon such notice, the ICC Court shall appoint all three arbitrators and shall designate one of such arbitrators as the chair of the arbitration panel. The arbitrators so appointed shall be recognized legal experts in New York law with extensive experience in relation to the issues involved in the dispute and shall have full command of the English language. Any claim that any of the arbitrators so appointed (i) is not a recognized legal expert in New York law with extensive experience in relation to the issues involved in the Dispute or (ii) does not have full command of the English language must be submitted to the ICC Court within sixty (60) days of the appointment of such arbitrators or any such claim shall be permanently waived. Section 21.5. Arbitration Proceedings. All arbitration proceedings shall be conducted in the English language pursuant to the ICC Rules, as such ICC Rules shall be modified herein or by subsequent agreement of the affected Parties. Any Disputant, in its sole discretion, may at its expense request that an interpreter be retained to assist such Disputant in any arbitration proceeding. The arbitration shall take place in Geneva, Switzerland at a location, date and time reasonably acceptable to the Parties. The Disputants shall use all reasonable efforts to facilitate the arbitration by making available to each other and to the arbitrators for inspection and extraction all documents, books, records and, at any hearing, personnel under their control as the arbitrators shall determine to be relevant to the Dispute and by conducting arbitration hearings to the greatest extent possible on successive, contiguous days. Nothing herein shall waive or preclude any objection based upon any privilege to production or testimony recognized by the law of the State of New York. The advance to cover the costs of conducting the arbitration proceeding shall be borne in accordance with Article 9.2 of the ICC Rules. However, notwithstanding the preceding sentence, in the event there are more than two Parties to the proceeding, the advance to cover the costs of conducting the proceeding shall be allocated in such - clviii - manner as the ICC Court may deem just and equitable in the circumstances. Section 21.6. Decision of the Arbitrators. (a) The arbitral tribunal shall decide on all issues concerning the merits, including quantum and interest, of any claim, counterclaim or cross- claim brought before it in any arbitration proceeding commenced pursuant to this Article 21, except for those concerning the costs of the proceedings, in one or more partial awards (each, a "Partial Award"), which shall state the reasons for the award. Each Partial Award shall be final and binding as to the subject matters dealt with therein. (b) If an arbitral tribunal determines in any Partial Award that a Party (the "Breaching Party") has breached Section 9.1, 9.2, 15.11,, 15.12(b), 15.12(f), 15.13, 15.14, 17.2, 17.3 or 18.1(b) or Article 10 or 19 of this Agreement or any provision of any Section 21.1 Agreement which expressly provides that a breach of such provision will constitute a Material Non-Funding Breach (any such breach a "Material Non-Funding Breach"), the Partial Award shall include a statement describing in reasonable detail the conduct that caused the Material Non-Funding Breach and the steps that the Breaching Party must take to cure such breach. If the Breaching Party does not immediately (i) cease the violative conduct which gave rise to the arbitral tribunal's determination in the Partial Award that a Material Non-Funding Breach has occurred and (ii) comply in all material respects with the terms and conditions specified in the Partial Award (including complying with Section 15.9 in respect of a Material Non-Funding Breach), any Party may, during the 45-day period beginning on the forty-fifth (45th) day following the notification to the Parties of the Partial Award determining that a Material Non-Funding Breach has occurred, notify both the Breaching Party and the arbitral tribunal of its belief that the Breaching Party has not complied with such clause (i) or (ii). Within ninety (90) days of receipt of such notice, the arbitral tribunal shall issue a Partial Award in which it shall determine if the Breaching Party (1) has ceased or continued the violative conduct which gave rise to the determination of the Material Non-Funding Breach and (2) has or has not complied in all material respects with the terms and conditions of the Partial Award, such finding to be a "Material Non-Funding Breach Finding." (c) Following the issuance by the arbitral tribunal of the Partial Award that either alone or with any preceding award resolves all the issues that had been set forth for resolution in the Terms of Reference (except for costs), the arbitral tribunal shall render its final award (the "Final Award"), in which it shall fix the costs of the arbitration and decide which of the Parties shall bear the costs (excluding legal fees and expenses except as permitted by Section 15.9) in connection with such proceedings or in what proportions such costs shall be borne by the Parties, in accordance with Section 15.9 hereof and Article - clix - 20 of the ICC Rules. The arbitral tribunal shall also make any Material Non-Funding Breach Finding within the time limits indicated in Section 21.6(b) with respect to the last Partial Award, before rendering the Final Award. (d) Judgment on any award, whether a Partial Award or Final Award, may be entered in and enforced by any court of competent jurisdiction. (e) The arbitral tribunal shall have the authority to award temporary, interim or permanent injunctive relief or relief providing for the specific performance of any Section 21.1 Agreement or a portion thereof, but it shall have no power or authority to award punitive damages. (f) Any monetary award of the arbitrators shall be expressed in U.S. Dollars. Any such monetary award shall include interest from the date of any breach or any violation of this Agreement or any other Section 21.1 Agreement. The arbitrators shall fix an appropriate rate of interest from the date of the breach or other violation to the date when the award is paid in full. In no event shall the interest rate during such period be lower than a rate equal to the Applicable LIBOR Rate plus 5 percentage points per annum. (g) In reaching its decisions on the claims, counterclaims and cross- claims brought before it, the arbitral tribunal shall apply the relevant provisions of this Agreement (including Section 15.9) and any other Section 21.1 Agreement at issue and the Applicable Law. (h) Notwithstanding anything to the contrary contained in this Section 21.6, a Dispute submitted to arbitration pursuant to Section 16.8(d) shall be decided solely in the manner contemplated therein. Section 21.7. Injunctive Relief. Except for a Dispute pursuant to Section 16.8(d), each Party shall have the right to seek from any court of competent jurisdiction pending the establishment of the arbitral tribunal interim relief in aid of arbitration or to protect the rights of such Party in respect of any provision contained in the Section 21.1 Agreement to which the Dispute relates. Any request for such interim relief by a Party shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate. The Parties acknowledge and agree that irreparable damage would occur in the event that any Party fails to perform its obligations under Section 15.11 or 18.1(b) or Article 10 or 19. Section 21.8. Other Section 21.1 Agreements. The provisions of this Article 21 shall apply to this Agreement, each other Operative Agreement (except to the extent expressly provided otherwise therein) and all other Section 21.1 - clx - Agreements which expressly provide that any dispute thereunder will be resolved as provided in Article 21 of this Agreement. ARTICLE 22. POST-TERMINATION PROVISIONS Section 22.1. Consequences of Termination. Upon the transfer by at least one Party of its Venture Interests in accordance with this Agreement (other than a transfer pursuant to Section 19.2), this Agreement and the other Operative Agreements shall forthwith cease to have effect as between such Party and the other Parties, and all further obligations of such Party (and its Affiliates) to such other Parties (and their Affiliates) and of such other Parties (and their Affiliates) to such Party (and its Affiliates) shall terminate under this Agreement and the other Operative Agreements without further liability, except that: (a) such transfer shall not constitute a waiver of any rights that any Party (or any of its Affiliates) may have by reason of a breach of this Agreement or any other Operative Agreement, subject to any limitations thereon in this Agreement or the other Operative Agreements; (b) the provisions of this Article 22, Sections 1.3 and 15.9, and Articles 21 and 23 of this Agreement shall continue in full force and effect; and (c) the rights and obligations of the Parties (and their Affiliates) under the Operative Agreements shall continue in full force and effect to the extent provided in the Transition Plan. Section 22.2. Transition Plan. The Parties agree to negotiate in good faith to develop a plan (the "Transition Plan") to be included in the Master Transfer Agreement or another Operative Agreement which will govern the rights and obligations of the parties under the Operative Agreements following an event described in Section 22.1 and which will ensure that the successor to the Venture Business shall continue to supply services to its customers without disruption. Each of the Parties agrees to cause its Affiliates and, insofar as within its control, the JV Entities, to comply with the provisions of the Transition Plan. ARTICLE 23. MISCELLANEOUS Section 23.1. Notices. Except as expressly provided herein, notices and other communications provided for herein - clxi - shall be in writing in the English language and shall be delivered by hand or courier service, mailed or sent by telex, graphic scanning or other telegraphic communications equipment of the sending Party, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Executive Vice President, International Tel: (33-1) 44-44-19-94 Fax: (33-1) 46-54-53-69 with a copy to: Debevoise & Plimpton 875 Third Avenue New York, New York 10022 U.S.A. Attn: Louis Begley, Esq. Tel: (212) 909-6273 Fax: (212) 909-6836 DT: Godesberger Allee 107B D-53175 Bonn Germany Attn: Chief Executive Officer Tel: 49-228-181-4000 Fax: 49-228-181-8602 with a copy to: Mayer, Brown & Platt 2000 Pennsylvania Avenue, N.W. Suite 6500 Washington, D.C. 20006 U.S.A. Attn: Werner Hein, Esq. Tel: (202) 778-8726 Fax: (202) 861-0473 Sprint: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: J. Richard Devlin, Esq. Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 - clxii - U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 Sprint Sub: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: J. Richard Devlin, Esq. Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 or to such other address or attention of such other Person as such Party shall advise the other Parties in writing. Notice to both FT and DT (and to Atlas, upon execution by Atlas of a counterpart to this Agreement as required pursuant to Section 15.12(b)) shall constitute notice to all of the FT/DT Parties. Notice to both Sprint and Sprint Sub shall constitute notice to all of the Sprint Parties. All notices and other communications given to the Parties hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Communications sent by telex, graphic scanning or other telegraphic communications equipment shall be deemed to have been received when confirmation of their delivery is received by the sender. Section 23.2. Applicable Law. The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., regardless of the laws that might otherwise govern under applicable principles of conflicts of law. Section 23.3. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the Parties agree that such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties will negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language which as closely as possible reflects such intent. - clxiii - Section 23.4. Amendments. This Agreement may be modified only by a written amendment signed by all of the Parties. Section 23.5. Waiver. The waiver by a Party of any instance of any other Party's noncompliance with any obligation or responsibility herein shall be in writing and signed by the waiving Party and shall not be deemed a waiver of other instances of such other Party's noncompliance. Section 23.6. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts shall have been signed by each Party and delivered to the other Parties. Section 23.7. Entire Agreement. The provisions of this Agreement set forth the entire agreement and understanding among the Parties as to the subject matter hereof and supersede the MOU and all prior agreements, oral or written, and all other prior communications between the Parties relating to the subject matter hereof, other than (i) the Existing Confidentiality Agreement and (ii) those written agreements executed and delivered contemporaneously herewith. Section 23.8. No Assignment. (a) Except as specifically provided herein, no Party shall, directly or indirectly, assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Parties. (b) Any attempted assignment of this Agreement in violation of this Section 23.8 shall be void and of no effect. (c) This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Section 23.9. Expenses. Except as otherwise provided in this Agreement, the other Operative Agreements and that certain letter agreement dated as of the date hereof among Sprint, FT and DT regarding fees and expenses incurred in the translation of portions of this Agreement and certain related documents, and whether or not any of the Transactions contemplated hereby or thereby are consummated, all costs and expenses (including the fees and expenses of any attorneys, accountants, investment bankers, brokers, finders or other intermediaries) incurred in connection with this Agreement and the other Operative Agreements and the Closing of the Transactions contemplated by Section 12.1(b) to be consummated at the Closing shall be paid by the Party incurring such cost or expense. Section 23.10. No Third-Party Beneficiaries. Except for the provisions of Article 21 hereof with respect to any other - clxiv - Operative Agreement or other Section 21.1 Agreement, this Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing herein express or implied shall give or be construed to give to any Person, other than the Parties and such assigns, any legal or equitable rights hereunder. Section 23.11. Publicity. In addition to any obligations under the Standstill Agreement (as defined in the Investment Agreement), the Parties shall use reasonable efforts to consult in good faith with each other with a view to agreeing upon any press release or public announcement relating to the Transactions contemplated hereby or by the other Operative Agreements prior to the consummation thereof. Section 23.12. Construction. This Agreement has been negotiated by the Parties and their respective counsel and shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any of the Parties. Section 23.13. Disclaimer of Agency. Except for provisions herein expressly authorizing one Party to act for another, this Agreement shall not constitute any Party as a legal representative or agent of any other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, expressed or implied, against or in the name or on behalf of any other Party or any of its Affiliates or the Joint Venture or any of the JV Entities unless otherwise expressly permitted by such Party. Section 23.14. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its Subsidiaries or any of its property or the property of any of its Subsidiaries 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 the government from any legal action, suit or proceeding or from setoff or counterclaim relating to this Agreement or any of the other Operative Agreements or any of the other Section 21.1 Agreements from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, it, for itself and its property, and for each of its Subsidiaries 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 other Operative Agreements or the other Section 21.1 Agreements or the subject matter hereof or thereof (including any obligation for the payment of money). Each of FT and DT agrees that the foregoing waiver is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. (S) 1602, et seq. The - clxv - foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT or any of their Subsidiaries with respect to this Agreement or any of the other Operative Agreements or any of the other Section 21.1 Agreements. Section 23.15. Language. The Parties have negotiated both this Agreement and the MOU in the English language and have prepared successive drafts and the definitive texts of the MOU and this Agreement in the English language. For purposes of complying with loi n* 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the Parties have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The French and English versions of this Agreement shall be equally authoritative. Section 23.16. Effect of Force Majeure Event. If any Party or any Affiliate of any Party shall be prevented, hindered or delayed in the performance of any obligation under this Agreement or any other Operative Agreement (other than an obligation to make money payments) by an Event of Force Majeure beyond its reasonable control and such prevention, hindrance or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the Party or its Affiliate through the use of alternate sources, work-around plans or other means, such Party will give to each other Party prompt written notice of such Event of Force Majeure specifying the nature, date of inception and expected duration of such Event of Force Majeure and, insofar as known, the extent to which it or its Affiliate will be unable to perform or be delayed in performing such obligation, whereupon such obligation will be suspended to the extent it or its Affiliate is affected by such Event of Force Majeure during, but no longer than, the continuance thereof. The Party giving such notice will use its reasonable efforts or cause its Affiliate to use its reasonable efforts, including the use of alternate sources, work-around plans or other means, to overcome such Event of Force Majeure as quickly as possible, and will keep the other Parties informed of the results of such efforts on a regular basis. No event will relieve any Party or any of its Affiliates from any obligation hereunder or under any other Operative Agreement which is not suspended as provided above. Such Party will promptly notify each other Party of the termination of the Event of Force Majeure, and performance by such Party or its Affiliate of the obligation excused by such Event of Force Majeure will recommence. Section 23.17. Relationship of the Parties. Except to the extent the Parties agree to form a JV Entity as a partnership, the relationship among the Parties shall not be that of partners and nothing herein contained shall be deemed to constitute a partnership among them. - clxvi - Section 23.18. Interest. If at any time any amount of interest to be charged pursuant to any provision of this Agreement exceeds the maximum permitted by New York law for such charge, such charge shall be reduced to such legal maximum amount. Section 23.19. Fiduciary Duties. Subject to Applicable Law, no Party or any of its Affiliates nor any officer, director, employee or former employee of any Party or its Affiliate shall have any obligation, or be liable, to any Party, the Joint Venture or any JV Entity for exercising any of the rights of such Party or such Affiliate under this Agreement or any other Operative Agreement to which it is or will be a party, for exercising or failing to exercise its rights as a shareholder of any JV Entity or for breach of any fiduciary or other similar duty to any Party, the Joint Venture or any JV Entity by reason of such conduct, other than a breach of any Operative Agreement. - clxvii - IN WITNESS WHEREOF, Sprint, Sprint Sub, FT and DT have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. SPRINT CORPORATION By: /s/ William T. Esrey ------------------------------ Name: William T. Esrey Title: Chairman and Chief Executive Officer SPRINT GLOBAL VENTURE, INC. By: /s/ William T. Esrey ------------------------------ Name: William T. Esrey Title: President FRANCE TELECOM By: /s/ Marcel Roulet ------------------------------ Name: Marcel Roulet Title: President de France Telecom DEUTSCH TELEKOM AG By: /s/ Dr. Ron Sommer ------------------------------ Name: Dr. Ron Sommer Title: Vorsitzender des Vorstandes - clxviii - IN WITNESS WHEREOF, Atlas hereby acknowledges its agreement to be bound by the terms of this Agreement as a "Party" and as an "FT/DT Party" and to comply with the obligations imposed by this Agreement on Atlas and has caused its respective duly authorized officers to execute this Agreement as of the ___ day of _____, 19___, which date shall be the "Atlas Signing Date" for purposes of this Agreement. ATLAS S.A. By:________________________________ Name:______________________________ Title:_____________________________ - clxix - SCHEDULE 1.1(a) --------------- Calculation of Applicable LIBOR Rate ------------------------------------ "Applicable LIBOR Rate" shall mean the one-month London Interbank Offered Rate (the "Quoted Rate") listed in the "Money Rates Box" of The Wall Street Journal (New York Edition) (or any successor publication) on the day on which such interest is to begin to accrue, provided that if such day is a day on which the Quoted Rate is not listed in The Wall Street Journal (New York Edition) (or such successor publication) or The Wall Street Journal (New York Edition) (or such successor publication) is not published, the Applicable LIBOR Rate shall be the Quoted Rate on the most recent day prior to such date on which a Quoted Rate is listed in The Wall Street Journal (New York Edition) (or such successor publication). - clxx - AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT ----------------------- THIS AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT (this "Amendment"), dated as of January 31, 1996, by and among SPRINT CORPORATION, a Kansas corporation ("Sprint"), SPRINT GLOBAL VENTURE, INC., a Kansas corporation ("Sprint Sub"), FRANCE TELECOM, an exploitant public formed under the laws of France ("FT"), DEUTSCHE TELEKOM AG, an Aktiengesellschaft formed under the laws of Germany ("DT"), and ATLAS TELECOMMUNICATIONS S.A., a societe anonyme formed under the laws of Belgium ("Atlas"); W I T N E S S E T H: ------------------- WHEREAS, Sprint, Sprint Sub, FT and DT have entered into that certain Joint Venture Agreement, dated as of June 22, 1995 (the "June 22 JVA"), pursuant to which Sprint, Sprint Sub, FT and DT agreed to form the Joint Venture to provide telecommunications services and to pursue various telecommunications opportunities around the globe; WHEREAS, Sprint, Sprint Sub, FT and DT wish to amend the June 22 JVA to reflect certain agreements reached by Sprint, Sprint Sub, FT and DT subsequent to their entering into the June 22 JVA; WHEREAS, Atlas wishes to become a Party to the June 22 JVA as amended by this Amendment; and WHEREAS, in furtherance of the objectives set forth above, the Parties desire to enter into this Amendment. NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, in the June 22 JVA and in the other Operative Agreements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION Section 1.1. Certain Definitions; Interpretation. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Joint Venture Agreement. Section 1.3 of the June 22 JVA shall apply to this Amendment. ARTICLE 2. AMENDMENTS; ETC. Section 2.1. Amendments to Article 1 of the June 22 JVA. (a) The definition of "Atlas Joint Venture Agreement" contained in Section 1.1 of the June 22 JVA is amended to read in its entirety as follows: "'Atlas Joint Venture Agreement' shall mean the Amended and Restated Joint Venture Agreement between FT and DT dated as of January 22, 1996 relating to the Atlas joint venture between FT and DT." (b) The definition of "Atlas Joint Venture Documents " contained in Section 1.1 of the June 22 JVA is amended to read in its entirety as follows: "'Atlas Joint Venture Documents' shall mean the Atlas Joint Venture Agreement, the Statuts, the Shareholders Agreement, the DT Collateral Agreements and the FT Collateral Agreements, as such terms are defined in the Atlas Joint Venture Agreement, except for the Intellectual Property Agreement between Transpac S.A. and FT to be entered into prior to February 29, 1996 pursuant to Article 4.01(d)(2) of the Atlas Joint Venture Agreement which shall become an FT Collateral Agreement on the date such agreement is executed." (c) "Atlas/ROE Services Agreement " shall mean the Atlas/ROE Services Agreement as defined in Section 3.2. (d) The definition of "Atlas Transactions" contained in Section 1.1 of the June 22 JVA is amended to read in its entirety as follows: -2- "'Atlas Transactions' shall mean the transactions contemplated by the Atlas Joint Venture Documents to be consummated on or prior to the 'First Closing' (as defined in the Atlas Joint Venture Documents)." (e) The definition of "GBN Entities" contained in Section 1.1 of the June 22 JVA is amended to read in its entirety as follows: "'GBN Entities' shall mean the GBN Parent Entity and all other JV Entities formed or acquired for the purpose of conducting the GBN Business." (f) The definition of "Intellectual Property Agreements" contained in Section 1.1 of the June 22 JVA is amended to read in its entirety as follows: "'Intellectual Property Agreements' shall mean the Sprint Technical Information Contribution Agreement, the Atlas Technical Information Contribution Agreement, the Trademark Contribution Agreement between Sprint Sub and ROW Services, L.L.C., the Trademark Contribution Agreement between DT and ROE Holdco B.V., the Trademark Contribution Agreement between DT and ROW Holdco B.V., the Trademark Sale and Assignment Agreement between Sprint International Communications Corporation and ROE Holdco B.V., the Trademark Sale and Assignment Agreement between Sprint International Communications Corporation and ROW Holdco B.V., the Technical Information License and Access Master Agreement, the JV Trademark License and Master Agreement and the Trademark License and Master Agreement, in each case to be mutually agreed to by the Parties and entered into pursuant to Section 15.19." (g) The definition of "JV Entities" contained in Section 1.1 of the June 22 JVA is amended to read in its entirety as follows: "'JV Entity' shall mean the GBN Parent Entity, the ROW Parent Entity and the ROE Parent Entity, and each other Person formed or acquired pursuant to the terms hereof to conduct the Venture Business, it being understood that to the extent holding company structures are utilized, the holding company and each other Person it Controls shall each be deemed a JV Entity. Sprint, FT, DT and Atlas and their respective Subsidiaries shall not be deemed to be JV Entities. No GBN Special Matter Subsidiary, Sprint Plan Action Subsidiary or Atlas Plan -3- Action Subsidiary shall be deemed to be a JV Entity, unless the outstanding equity interests in such GBN Special Matter Subsidiary, Sprint Plan Action Subsidiary or Atlas Plan Action Subsidiary are purchased pursuant to Section 8.1(b), 8.2(d) or 8.3(d), as the case may be." (h) The definition of "Restricted Services" contained in Section 1.1 of the June 22 JVA is amended to read in its entirety as follows: "'Restricted Services' shall mean those services listed on Schedule 1.1(f)." (i) The definitions of "ROE Entities" and "ROW Entities" contained in Section 1.1 of the June 22 JVA are amended to read in their entirety as follows: "'ROE Entities' shall mean the ROE Parent Entity and all other JV Entities formed or acquired for the purpose of conducting the Venture Business in the ROE Territory, any of which may be formed as, among other things, a partnership or a limited liability company." "'ROW Entities' shall mean the ROW Parent Entity and all other JV Entities formed or acquired for the purpose of conducting the Venture Business in the ROW Territory, any of which may be formed as, among other things, a partnership or a limited liability company." (j) The following definition of "Atlas Full Implementation Date" is inserted in Section 1.1 immediately following the definition of "Assumed Liabilities:" " 'Atlas Full Implementation Date' shall mean the date on which each of FT and DT shall have contributed to Atlas substantially all of the businesses and assets which it committed to contribute to Atlas at the Second Closing (as defined in the Atlas Joint Venture Documents), provided that the fair market value of Atlas immediately following such contribution is at least equal to ECU 1 billion." (k) The definitions of "DT Intellectual Property Agreements," "FT Intellectual Property Agreements" and "Sprint Intellectual Property Agreements" contained in Section 1.1 of the June 22 JVA are deleted in their entirety. (l) The last sentence of Section 1.3 of the June 22 JVA is deleted in its entirety. Section 2.2. Amendments to Article 2 of the Joint Venture Agreement. -4- (a) Section 2.1(c) of the June 22 JVA is amended to read in its entirety as follows: "(c) To the extent provided in the Services Agreements, the Joint Venture will also be a nonexclusive sales representative or reseller with respect to the products and services of FT, DT and Sprint set forth on Schedule 2.1(c)." (b) Section 2.2(b) of the June 22 JVA is amended to read in its entirety as follows: "(b) The Parties also agree that, except as prohibited by Applicable Law or as otherwise provided in the Operative Agreements: (1) each of FT and DT and their respective Subsidiaries (other than Atlas and its Subsidiaries) will be the exclusive distributors of the JV Services in their respective Home Countries; (2) Sprint and its Subsidiaries will be the exclusive distributors of the JV Services in their Home Country; and (3) each Party will supply certain products and services to the Joint Venture pursuant to and in accordance with the other Operative Agreements to which it is a party. Each of FT and DT further agrees that if (i) Atlas or its Subsidiaries shall provide any product or service to the Joint Venture under a Services Agreement and (ii) such Services Agreement further expressly contemplates that such product or service shall be made available by it to Atlas or its Subsidiaries in order to permit Atlas or its Subsidiaries to perform such obligation, it shall cause such product or service to be so made available to Atlas or its Subsidiaries. Sprint further agrees that if (x) Sprint Sub or its Subsidiaries shall provide any product or service to the Joint Venture under a Services Agreement and (y) such Services Agreement further expressly contemplates that such product or service shall be made available by it to Sprint Sub or its Subsidiaries in order to permit Sprint Sub or its Subsidiaries to perform such obligation, it shall cause such product or service to be so made available to Sprint Sub or its Subsidiaries." Section 2.3. Amendments to Article 3 of the Joint Venture Agreement. Section 3.2 of the June 22 JVA is amended to read in its entirety as follows: "Section 3.2. Responsibility for Global and Regional Functions. The Parties have allocated to the ROW Group and the ROE Group certain global functions as listed in Schedule 3.2 hereto. For each global function, -5- a corresponding regional function (i) in the ROE Territory will be allocated to the ROE Parent Entity and (ii) in the ROW Territory will be allocated to the ROW Parent Entity. Atlas shall perform certain global and regional functions allocated to the ROE Group pursuant to a services contract to be negotiated by Atlas and the ROE Group and approved by the Parties (the "Atlas/ROE Services Agreement"). The Parties agree that in negotiating any such services contract, the Parties will use the terms set forth in Exhibit 3.2 as the starting point for such negotiations, to the extent that such terms are relevant to the structure of the Joint Venture at the time of such negotiations. Subject to Sections 18.1(a)(v) and (vi), the Global Venture Board may from time to time create new global functions, delete existing global functions or change the allocation of any global functions." Section 2.4. Governance Provisions. In accordance with Sections 15.27, 15.28 and 15.29 of the June 22 JVA, certain of the Parties or their Affiliates are entering into the Shareholders Agreements concurrently with this Amendment. In accordance with Section 15.30 of the Joint Venture Agreement, the Parties have approved the form of the Constituent Documents. The Parties acknowledge that certain of the provisions contained in the Shareholders Agreements or the Constituent Documents which implement Articles 4, 5, 6 and 7 and Section 18.1 of the Joint Venture Agreement are inconsistent with such provisions of the June 22 JVA and agree that the provisions of the Shareholders Agreement and the Constituent Documents shall, to the extent inconsistent with the provisions of the June 22 JVA, supersede such provisions of the June 22 JVA. Section 2.5. Funding Principles. In accordance with Sections 15.27, 15.28 and 15.29 of the Joint Venture Agreement, certain of the Parties or their Affiliates are entering into the Shareholders Agreements concurrently with this Amendment. The Parties acknowledge that certain of the provisions contained in the Shareholders Agreements which implement Sections 8.1, 8.2 and 8.3 and Article 11 of the Joint Venture Agreement are inconsistent with such provisions of the June 22 JVA and agree that the provisions of the Shareholders Agreement shall, to the extent inconsistent with such provisions of the June 22 JVA, supersede such provisions of the June 22 JVA. Section 2.6. Tax Matters Agreement. In accordance with Section 15.33 of the Joint Venture Agreement, the Parties are entering into the Tax Matters Agreement concurrently with this Amendment. The Parties acknowledge that certain of the provisions contained in the Tax Matters Agreement are inconsistent with certain provisions of the June 22 JVA and agree that the provisions -6- of the Tax Matters Agreement shall, to the extent inconsistent with the provisions of the June 22 JVA, supersede such provisions of the June 22 JVA. Section 2.7. Master Transfer Agreement; Employee Matters Agreement; Intellectual Property Agreements. In accordance with Sections 15.18 and 15.17, respectively, of the Joint Venture Agreement, the Parties are entering into the Master Transfer Agreement and the Employee Matters Agreement concurrently with this Amendment. The Parties acknowledge that certain of the provisions contained in the Master Transfer Agreement and the Employee Matters Agreement are inconsistent with Schedule 11.1(a) of the June 22 JVA (e.g. such provisions do not provide for the transfer of certain assets listed on Schedule 11.1(a)) and that certain provisions of certain Intellectual Property Agreements may be inconsistent with such Schedule, and agree that the provisions of the Master Transfer Agreement, the Employee Matters Agreement and such Intellectual Property Agreements, to the extent inconsistent with Schedule 11.1(a) of the June 22 JVA, shall supersede Schedule 11.1(a) of the June 22 JVA. Section 2.8. Amendments to Article 10 of the June 22 JVA. (a) Section 10.3(a)(i) of the June 22 JVA is amended to read in its entirety as follows: "(i) Offer any national long distance services in competition with an Affiliated National Operation or an Affiliated Public Telephone Operator ("Competing LD Services"), provided that, subject to Sections 10.3(c) and (d), any Party or any of its Affiliates shall remain free to Offer such national long distance services in any country or territory within the ROE Territory to the extent permitted by Applicable Law until and unless the Joint Venture is able to control (as such term is used within the meaning of Regulation 4064/89 (OJ L395 of 30.12.1989) on the control of concentrations between undertakings as of the date hereof) such Affiliated National Operation or Affiliated Public Telephone Operator located within such country or territory, and provided further that, subject to Section 10.3(c), a Party or its Affiliates may Invest or Participate in a Public Telephone Operator Offering Competing LD Services;" -7- (b) Section 10.4(d) of the June 22 JVA is amended to read in its entirety as follows: "(d) Excluded Businesses. Subject to Section 10.5, the ownership by a Party (directly or indirectly through an Affiliate) of any ownership interest in any Excluded Business and the conduct by such Party or its Affiliate of such Excluded Business with any Person." (c) Section 10.4(o) of the June 22 JVA is amended by deleting the words "on Schedule 10.4(o) hereto" and inserting in their place the words "on a schedule to the Master Transfer Agreement." (d) Section 10.4(p) of the June 22 JVA is amended to read in its entirety as follows: "(p) Sprint's Businesses in France and Germany. Sprint is currently negotiating with each of DT and FT regarding a possible sale of the voice, data, card, and messaging businesses of Sprint and its Affiliates in France and Germany. The Parties agree that nothing in Article 10 of this Agreement shall be construed to prohibit for a period of twelve (12) months following the Closing Date (i) the continued ownership by Sprint and its Affiliates of such businesses, (ii) any activities of Sprint and its Affiliates in connection with the performance of the contracts of such businesses existing on the Closing Date, or (iii) any activities of Sprint and its Affiliates in connection with the orderly sale, divestiture or wind down of such businesses. In addition, nothing in Article 10 of this Agreement shall be construed to prohibit Sprint and its Affiliates from entering into new customer contracts in connection with such businesses for four (4) months after Closing in the case of the voice businesses and six (6) months after Closing in the case of the data and messaging, and card businesses, provided, however, that such contracts are within the current scope of business of such businesses. Sprint agrees that it will sell, divest or wind down such businesses within twelve (12) months after Closing (subject, in the event that any such sale or divestiture is made to FT, DT, Atlas or any of their respective Affiliates, to approval of such sale or divestiture in accordance with Section 15.38)." (e) Section 10.5(a) of the June 22 JVA is amended to read in its entirety as follows: -8- "The Parties have agreed upon the scope of each Excluded Business (the "Approved Scope"), which Approved Scope is set forth on Schedule 10.5(a) hereto. After the Closing Date, the Global Venture Board shall review each year the Excluded Businesses to determine whether any further action should be taken with respect thereto." (f) Section 10.5 of the June 22 JVA is amended by adding a new Section 10.5(c) as follows: "(c) Except as otherwise set forth in this Section 10.5(c), it shall be deemed within the Approved Scope of a Party's Excluded Business for such Party (directly or indirectly through an Affiliate) to increase its Investment or Participation in such Excluded Business. Each Party shall give prior written notice to the Global Venture Board of any increase in its Investment or Participation in any of its Excluded Businesses. If as a result of such increase in its Investment or Participation, the Party (directly or indirectly through an Affiliate) obtains Control of such Excluded Business (such Excluded Business after such increase, the "Controlled Excluded Business") and such business Offers Competing Services or Competing LD Services, such Party shall use commercially reasonable efforts to cause such Controlled Excluded Business to enter into an Affiliation Agreement with the appropriate JV Entity, and the Joint Venture shall negotiate in good faith to enter into an Affiliation Agreement with such Controlled Excluded Business, all in accordance with Section 16.8(c), unless the representatives of the Parties on the Global Venture Board other than the representative of the Party that controls the Controlled Excluded Business, in their sole and absolute discretion shall have not approved the entering into of an Affiliation Agreement with such Controlled Excluded Business. No Party shall be obligated to cause any Controlled Excluded Business to enter into an Affiliation Agreement pursuant to this Agreement if any material element of such Affiliation Agreement, as contemplated by Section 16.8(c), would violate either Applicable Law or any material contractual obligations of the Party with respect to such Controlled Excluded Business. If any Party fails to perform its obligation to use commercially reasonable efforts to cause its Controlled Excluded Business to enter into an Affiliation Agreement with the appropriate JV Entity, such Controlled Excluded Business shall be deemed to exceed its Approved Scope." -9- (g) Section 10.6(b) of the June 22 JVA is amended by inserting the following language at the end thereof: "The Parties further confirm that, notwithstanding the foregoing, this Section 10.6(b) shall not apply to 'FT or DT Products and Services' as defined in Section V.L. of the Final Judgment filed in U.S. v. Sprint Corporation, Civ. No. 95-1304 (D.D.C. July 17, 1995), provided that, for purposes hereof, such FT or DT Products or Services are agreed to include not only 'leased lines or international half circuits between the United States and France or between the United States and Germany' as defined in Subpart V.L(iii) of such Final Judgment, but also international leased lines or international half circuits between France or Germany and any other country or territory." Section 2.9. GBN Assets. Notwithstanding anything to the contrary contained in Article 11 of the Joint Venture Agreement, the Master Transfer Agreement shall not be required to identify the Sprint GBN Assets, FT GBN Assets or the DT GBN Assets, and the Parties shall not be required to transfer the Sprint GBN Assets, the FT GBN Assets or the DT GBN Assets to the JV Entities within the GBN Group or any Regional Operating Group. Section 2.10. Amendments to Article 12 of the June 22 JVA. (a) Section 12.1(a) of the June 22 JVA is amended by replacing the words "Debevoise & Plimpton, 875 Third Avenue" with the words "Mayer, Brown & Platt, 1675 Broadway." (b) Section 12.1(b) of the June 22 JVA is amended by deleting clause (i) thereof. (c) Section 12.2(g) of the June 22 JVA is deleted in its entirety. Section 2.11. Governmental Approvals. Each of the Parties hereby waives those conditions contained in Sections 13.1(a)(i), 13.1(a)(ii), 13.1(a)(iv) and 13.1(a)(vi) to the obligations of such Party and its Affiliates to make their respective capital contributions described in Section 11.1 and the obligations of such Party and its Affiliates to enter into the other Operative Agreements to which they are parties and otherwise to consummate the Transactions to be consummated by them at Closing. Each of the Parties further agrees to take those actions described in Section 15.2 with respect to the Governmental Approvals referred to in the previous sentence until such time as such Governmental Approvals have been obtained. -10- Section 2.12. Business Plans. Each of the Parties hereby irrevocably waives the condition to the obligations of such Party and its Affiliates to make their respective capital contributions described in Section 11.1 and the obligations of such Party and its Affiliates to enter into the other Operative Agreements to which they are parties and otherwise to consummate the Transactions to be consummated by them at Closing contained in Section 13.1(e) that the Closing Business Plans for the Regional Operating Groups be in form and substance satisfactory to each Party. Section 2.13. Amendments to Article 13 of the June 22 JVA. (a) Section 13.1 of the June 22 JVA is amended by adding a new Section 13.1 (f) as follows: "(f) National Antitrust Approvals. Notwithstanding anything to the contrary in this Agreement or in any other Operative Agreement: (a) the Parties agree that the receipt of any Governmental Approval under national Applicable Laws relating to antitrust or merger control (a "National Antitrust Approval") shall not be a condition to the obligation of any Party and its Affiliates to make their respective capital contributions described in Section 11.1 and the obligation of such Party and its Affiliates to enter into the other Operative Agreements to which they are parties and otherwise to consummate the Transactions to be consummated by them at Closing; and (b) no representation or warranty to be made on or prior to the Closing Date by any party to any Operative Agreement in such agreement or any document to be delivered pursuant thereto shall be deemed to be made with respect to any National Antitrust Approval." (b) Section 13.2(h) of the June 22 JVA is deleted in its entirety. (c) Each of the Parties hereby irrevocably waives its right to assert a Burdensome Condition resulting from (i) except as set forth in clause (iii) below, the absence of any Governmental Approvals of the Transactions as of the Closing Date pursuant to Article 85, or the laws of any member EU country (including France and Germany) that would otherwise be preempted by the receipt of a final exemption under Article 85(3) of the Treaty of Rome, (ii) the terms of FCC Declaratory Ruling and Order No. 95-498 released January 11, 1996 or the terms of the Final Judgment filed in U.S. v. Sprint Corporation, Civ. No. 95- 1304 (D.D.C. July 17, 1995) or, -11- in each case, any modified terms if such modified terms do not materially deviate from the original terms thereof, or (iii) the imposition of any conditions to the receipt of a final exemption under Article 85(3) of the Treaty of Rome to the extent that such conditions do not materially deviate from those set forth in the public notice pursuant to Article 19(3) of EC Regulation 17, published in the Official Journal of the European Communities, OJ No. C 377, 15 December 1995, p. 337/13 (including any conditions agreed to as of the date of this Amendment by FT, DT or the French or German governments with the EU authorities in connection with the Transactions or the Atlas Transactions). Section 2.14. Amendments to Article 15 of the June 22 JVA. (a) Sections 15.12(c), 15.12(d), 15.12(e), 15.12(f) and 15.12(g) of the June 22 JVA are deleted in their entirety. (b) Section 15.13 of the June 22 JVA is amended by deleting the words "in a manner anticipated by the Tax Matters Agreement" in each place in which such words appear. (c) Sections 15.14(b) and 15.14(c) of the June 22 JVA are amended to read in their entirety as follows: "(b) Subject to Section 15.14(e), FT agrees with Sprint that it will (i) ensure that Atlas and its personnel are as fully committed to the success of the Joint Venture as is FT, (ii) devote sufficient resources to Atlas and each other Qualified Venture Subsidiary of FT so that they can comply fully with their respective obligations under this Agreement and under any other Operative Agreement, and (iii) cause Atlas and each such Qualified Venture Subsidiary to fulfill their respective obligations under this Agreement and under any other Operative Agreement. (c) Subject to Section 15.14(e), DT agrees with Sprint that it will (i) ensure that Atlas and its personnel are as fully committed to the success of the Joint Venture as is DT, (ii) devote sufficient resources to Atlas and each other Qualified Venture Subsidiary of DT so that they can comply fully with their respective obligations under this Agreement and under any other Operative Agreement, and (iii) cause Atlas and each such Qualified Venture Subsidiary to fulfill their respective obligations under this Agreement and under any other Operative Agreement." -12- (d) New Sections 15.14(d), (e) and (f) which shall read in their entirety as follows are added to the June 22 JVA: "(d) Atlas agrees with Sprint that it will (i) ensure that Atlas France, Atlas Germany and each other Subsidiary of Atlas and their respective personnel are as fully committed to the success of the Joint Venture as Atlas, (ii) devote sufficient resources to Atlas France, Atlas Germany and each such other Subsidiary of Atlas so that they can comply fully with their respective obligations under this Agreement and under any other Operative Agreement, and (iii) cause Atlas France, Atlas Germany and each such other Subsidiary of Atlas to fulfill their respective obligations under this Agreement and under any other Operative Agreement. (e) From and after the Atlas Full Implementation Date, the respective commitments of FT and DT under Sections 15.14(b)(ii) and (iii) and 15.14(c)(ii) and (iii) shall not apply to: (A) the Atlas obligations contained in Section 15.14(d)(ii) and (iii) unless the obligations of Atlas France, Atlas Germany or other Subsidiary of Atlas are Shareholders Obligations; or (B) the obligations of Atlas or a Qualified Venture Subsidiary under any other Operative Agreement unless such obligations are Shareholder Obligations; provided, however, that: (i) each of FT and DT shall within one (1) year following such date (and, in any event, prior to the fifth anniversary of the Closing) give written notice to the Sprint Parties of its election to proceed under this Section 15.14(e); (ii) from the Closing Date and until the date of such election, each of FT and DT shall not have withdrawn, removed or distributed, or permitted Atlas to withdraw, remove or distribute, whether through dividends, distributions, loans or otherwise, any of the businesses or assets that DT or FT were committed to contribute to Atlas in accordance with the Atlas Joint Venture Documents through the Atlas Full Implementation Date (other than cash dividends paid out of current or retained earnings) unless, after giving effect to such withdrawal, the fair market value of Atlas as of the date of such withdrawal is at least equal to ECU 1 billion; and (iii) after such election and until the fifth anniversary of the Closing Date, each of FT and DT shall not withdraw, remove or distribute, or permit Atlas to withdraw, remove or distribute, whether through dividends, distributions, loans or otherwise, any of the businesses or assets that DT or FT were committed to -13- contribute to Atlas in accordance with the Atlas Joint Venture Documents through the Atlas Full Implementation Date (other than cash dividends paid out of current or retained earnings) unless, after giving effect to such withdrawal, the fair market value of Atlas is at least equal to ECU 1 billion. (f) Notwithstanding anything to the contrary in any Operative Agreement, if a Subsidiary of a Party (a "Transferring Subsidiary") is a party to any other Operative Agreement and such Subsidiary is permitted thereunder to assign its rights thereunder to another Subsidiary of such Party (a "Transferee Subsidiary") without the consent of the other parties (the "Non-Assigning Parties"), such Party shall not permit such assignment unless, if requested by any Non- Assigning Party, such Party enters into a "keepwell" of the Transferee Subsidiary's obligations under such Operative Agreement in form and substance reasonably acceptable to such Non-Assigning Party. Upon agreement on such "keepwell" arrangement, the Non-Assigning Parties shall release the Transferring Subsidiary of its obligations under such Operative Agreement. Notwithstanding the foregoing, such Party shall not be required to enter into such a "keepwell" arrangement and the Transferring Subsidiary shall have the right to assign its rights under such Operative Agreement if the Transferee Subsidiary is otherwise covered by a "keepwell" arrangement pursuant to an Operative Agreement." (e) Sections 15.23 and 15.26 of the June 22 JVA are deleted in their entirety and all references in the Joint Venture Agreement to the Global Backbone Network Services Agreement and the X.75 Interconnect Management Agreement are deleted. (f) Section 15.32 of the June 22 JVA is deleted in its entirety. (g) Section 15.34 of the June 22 JVA is deleted in its entirety and all references in the Joint Venture Agreement to the Plan Action/Special Matter Accounting Principles are deleted. (h) A new Section 15.35 shall be added to read in its entirety as follows: "Section 15.35. Department of Justice Consent Decree. The Parties hereby agree to take all reasonable actions necessary to cause the JV Entities (other than ROW Services, L.L.C.) to be bound by that certain Final Judgment attached as an exhibit to the stipulation entered into by Sprint, ROW Services, L.L.C. and the United States." -14- Section 2.15. Amendments to Article 16 of the June 22 JVA. (a) The first sentence of Section 16.8(c) of the June 22 JVA is amended to read in its entirety as follows: "(c) Each Affiliation Agreement entered into pursuant to this Section 16.8 shall, to the extent applicable and permitted by Applicable Law, be consistent with the principles contained in the Services Agreements, and shall, as applicable, provide (i) that the Affiliating Subsidiary, Affiliating Entity, or Controlled Excluded Business will become a distributor of the services of the Joint Venture, (ii) that the Affiliating Subsidiary, Affiliating Entity or Controlled Excluded Business will employ network and information technology systems compatible with those employed by the Global Backbone Network and the Regional Operating Groups and (iii) that such Affiliating Subsidiary, Affiliating Entity, or Controlled Excluded Business will route its international traffic over the Global Backbone Network and the networks of the Regional Operating Groups." (b) Section 16.8(d) of the June 22 JVA is amended by adding at the end of the last sentence thereof the words "or Section 10.5(c)." Section 2.16. Amendments to Article 19 of the June 22 JVA. (a) Section 19.1 of the June 22 JVA is amended by adding, after the words "Venture Interest" in the third line, the words "held by it, other than those held by it indirectly through a JV Entity,". (b) The words "held by a Party, other than those held by such Party indirectly through a JV Entity," are inserted after the words "Section 19.1" in the fourth line of Section 19.3 of the June 22 JVA. (c) The last sentence of Section 19.3(e) is amended to read in its entirety as follows: "Upon satisfaction of such conditions, subject to the terms of the other Operative Agreements, the Transferee Party shall succeed to all of the rights of the Selling Party under this Agreement and the other Operative Agreements." -15- Section 2.17. Amendments to Article 20 of the June 22 JVA. (a) The first sentence of Section 20.5(b) is amended to read in its entirety as follows: "Except as provided in Section 20.5(c), in the case of a Termination Condition under Section 20.3(a) resulting from a Funding Default by Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties (or Wholly Owned Subsidiary of Atlas or of any such Qualified Venture Subsidiary), under Section 20.3(b) resulting from a Material Non-Funding Default by Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties (or Wholly Owned Subsidiary of Atlas or of any such Qualified Venture Subsidiary), or under Section 20.3(c) resulting from the Bankruptcy of Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties (or Wholly Owned Subsidiary of Atlas or of any such Qualified Venture Subsidiary) holding Venture Interests as permitted by this Agreement, the Sprint Parties shall have the option (subject to approval in accordance with Section 15.38) to purchase all, but not less than all, of the Venture Interests of the FT/DT Parties." (b) Section 20.5(c) of the June 22 JVA is amended to read in its entirety as follows: "(c) Upon the occurrence of a Termination Condition under Section 20.3(a) resulting from a Funding Default by either FT (or Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement) or DT (or Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement), under Section 20.3(b) resulting from a Material Non-Funding Default by either FT (or Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement) or DT (or Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement) or under Section 20.3(c) resulting from the Bankruptcy of either FT (or Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement) or DT (or Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement), or of a failure by the maker of a True Up Note (as defined in the Master Transfer Agreement) (a "True Up Default") to pay any amount under such note when due, then the Non-Defaulting European Party shall have the option, which it may exercise whether or not the Sprint Parties deliver a Termination Notice, to purchase all, but not less than all, of the Venture Interests of the Defaulting European Party. In order to determine the option price, the -16- Parties shall cause the Appraised Value of the Venture Interests of each of the Defaulting European Party and the Non-Defaulting European Party to be determined pursuant to Section 17.8. If the Non-Defaulting European Party elects to exercise its option to purchase the Venture Interests of the Defaulting European Party, the Non-Defaulting European Party shall deliver written notice of such exercise to the Defaulting European Party and the Sprint Parties within forty-five (45) days following receipt of the Value Opinion. Such written notice shall constitute an offer by the Non-Defaulting European Party to purchase the Venture Interests of the Defaulting European Party at the price set forth in this Section 20.5(c), and the Defaulting European Party hereby accepts any such offer by the Non-Defaulting European Party. If the Non-Defaulting European Party fails to deliver such written notice of such exercise within said 45-day period, it will be deemed to have elected not to purchase the Venture Interests of the Defaulting European Party. In the event that the Non-Defaulting European Party purchases the Venture Interests of the Defaulting European Party pursuant to this Section 20.5(c), the purchase price for the Venture Interests shall be an amount payable in cash in U.S. Dollars equal to (i) 75% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(a) or (b) or in the case of a True up Default and (ii) 100% of the Appraised Value of such Venture Interests in case of a Termination Condition described in Section 20.3(c). Following such a purchase and, as applicable, the cure of such Funding Default or Material Non- Funding Default, the Sprint Parties shall cease to have the Tie- Breaking Vote; provided, however, that upon the occurrence of a Material Non-Funding Default by either FT (or Wholly Owned Subsidiary of FT holding Venture Interests as permitted by this Agreement) or DT (or Wholly Owned Subsidiary of DT holding Venture Interests as permitted by this Agreement) under Section 9.1, 9.2, 15.11, 15.12(b), 17.2, 17.3 or 18.1(b) or Article 10 of this Agreement or under any Article 21.1 Agreement (other than a Material Non-Funding Default by any such Person under a provision of an Article 21.1 Agreement which is similar to Section 15.12(e), 15.13, 15.14(c) or 20.2(c) or Article 19 of this Agreement), the consummation by the Non-Defaulting Party of the purchase of the Venture Interests of the Defaulting European Party as provided in this Section 20.5(c) shall be treated, without any further action by such Non-Defaulting -17- European Party, as a cure of such Material Non-Funding Default. For purposes of this Agreement, the Venture Interests of a Defaulting European Party shall include the Venture Interests of all FT/DT Parties other than the Non-Defaulting European Party (including the Venture Interests held by such Non-Defaulting European Party through Atlas or any other Qualified Venture Subsidiary of the FT/DT Parties)." Section 2.18. Amendments to Article 21 of the June 22 JVA. Section 21.1 is amended by adding the following new Section 21.1(g): "(g) Each of the Parties agrees that the arbitration provisions of this Article 21 preclude the Parties from commencing proceedings under Section 592 et seq. of the German, Civil Procedures with respect to any Dispute and agrees not to initiate any proceedings under such Section with respect to any Dispute." Section 2.19. Amendments to Article 22 of the June 22 JVA. Section 22.2 is amended to read in its entirety as follows: "Section 22.2. Transition Plan. The Parties agree that, following the occurrence of an event described in Section 22.1, they will negotiate in good faith to develop a plan (the "Transition Plan") which will govern the rights and obligations of the parties under the Operative Agreements. The Transition Plan will be based on the principles described in Schedule 22.2. Each of the Parties agrees to cause its Affiliates and, insofar as within its control, the JV Entities, to comply with the provisions of the Transition Plan." Section 2.20. Amendments to Article 23 of the June 22 JVA. (a) The address for DT contained in Section 23.1 is amended to read in its entirety as follows: "DT: Deutsche Telekom AG Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Attn: Chief Executive Officer Tel: 011-49-228-181-4000 Fax: 011-49-228-181-8602 (b) The following is added to the end of Section 23.1: -18- "Atlas Telecommunications S.A.: Park Atrium Rue des Colonies 11 B-1000 Bruxelles Belgium Attn: Vice President, Legal & Regulatory Affairs Tel: 011-32-2-545-2000 Fax: 011-32-2-545-2005 with a copy to: Debevoise & Plimpton 21 Avenue George V 75008 Paris France Attn: James A. Kiernan III, Esq. Tel: 011-331-40-73-12-12 Fax: 011-331-47-20-50-82 with a copy to: Cleary, Gottlieb, Steen & Hamilton Ulmenstrasse 37-39 60325 Frankfurt am Main Germany Attn: Russell Pollack, Esq. Tel: 011-49-69-971-030 Fax: 011-49-69-971-03199" (c) Section 23.7 is amended to read in its entirety as follows: "Section 23.7. Entire Agreement. The provisions of this Agreement set forth the entire agreement and understanding among the Parties as to the subject matter hereof and supersede the MOU and all prior agreements, oral or written, and all prior communications between the Parties relating to the subject matter hereof, other than (i) the side letter dated June 22, 1995, among Sprint, FT and DT regarding the right of Sprint to elect a member to the Atlas board of directors and (ii) those written agreements executed and delivered contemporaneously with the first amendment to this Agreement." (d) Section 23.14 is amended to read in its entirety as follows: -19- "Section 23.14. Waiver of Immunity. Each of FT, DT and Atlas agrees that, to the extent that it or any of its Subsidiaries or any of its property or the property of any of its Subsidiaries 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 the 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, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, it, for itself and its property, and for each of its Subsidiaries and its property, expressly, irrevocably and unconditionally waives, and agrees not to plead or claim any such immunity with respect to matters arising with respect to this Agreement or the subject matter hereof (including any obligation for the payment of money). Each of FT, DT and Atlas agrees that the foregoing waiver is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. (S) 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT, DT, Atlas or any of their Subsidiaries with respect to this Agreement." (e) The first sentence of Section 23.16 is amended to read in its entirety as follows: "Section 23.16 Effect of Force Majeure Event. If any Party or any Affiliate of any Party shall be prevented, hindered or delayed in the performance of any obligation under this Agreement or any other Operative Agreement (other than an obligation to make money payments, except for an obligation to make money payments prohibited by action of a Governmental Authority until the Parties obtain all Governmental Approvals contemplated by Section 13.1(a)) by an Event of Force Majeure beyond its reasonable control and such prevention, hindrance or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the Party or its Affiliate through the use of alternate sources, work-around plans or other means, such Party will give to each other Party prompt written notice of such Event of Force Majeure specifying the nature, date of inception and expected duration of such Event of Force Majeure and, insofar as known, the extent to which it or its Affiliate will be unable to perform or be delayed in performing such obligation, -20- whereupon such obligation will be suspended to the extent it or its Affiliate is affected by such Event of Force Majeure during, but no longer than, the continuance thereof." Section 2.21. Amendments to Schedules to the June 22 JVA. (a) Schedules 13.1(a)(viii), 14.1(c), 14.2(a)(iii) and 14.3(a)(iii) are amended to read in their entirety as set forth in the corresponding schedules to this Amendment. (b) Schedules 14.2(b)(ii), 14.3(b)(ii), 14.4(c) and 14.4(e) referred to in Sections 14.2(b)(ii), 14.3(b)(ii), 14.4(c) and 14.4(e) of the June 22 JVA are attached to this Amendment. The delivery of the foregoing schedules constitutes satisfaction of the obligations of the FT/DT Parties pursuant to Section 15.36 of the June 22 JVA, and as of the execution of this Amendment, the Review Period shall be terminated. Section 2.22. Amendments to Exhibits to the June 22 JVA. As required by the EU and agreed by the Parties, paragraph (b) of Section 5 of Exhibit 15.24 is amended by inserting the following language at the end thereof: "Notwithstanding the foregoing or anything in Product Supplement No. 15, the Parties agree that the Phoenix Entities shall not serve as such non-exclusive sales representatives with respect to International Private Lines ('IPLs') from FT or DT, but will act, where appropriate, as a reseller of such IPLs." ARTICLE 3. ATLAS SIGNING DATE Section 3.1. Atlas Signing Date. Atlas hereby acknowledges its agreement (i) to be bound by the terms of the Joint Venture Agreement as amended by this Amendment as a "Party" and as an "FT/DT Party" and (ii) to comply with the obligations imposed by the Joint Venture Agreement as amended by this Amendment on Atlas and Atlas has caused its respective duly authorized officers to execute this Amendment as of the date hereof, which date shall be the "Atlas Signing Date" for purposes of the Joint Venture Agreement. The obligations of FT and DT pursuant to Section 15.12(b) of the June 22 JVA shall be deemed to be satisfied in full upon the due execution by Atlas of this Amendment and the Review Period shall be deemed to have expired. -21- ARTICLE 4. MISCELLANEOUS Section 4.1. Miscellaneous. For the avoidance of doubt, the Parties hereby confirm that (a) Article 23 as amended by this Amendment and (b) Article 21 apply to this Amendment. Section 4.2. Section Numbering. Sections of the June 22 JVA shall be renumbered as necessary as a result of this Amendment and references to such renumbered sections shall be deemed to refer to such sections as renumbered. -22- IN WITNESS WHEREOF, Sprint, Sprint Sub, FT, DT and Atlas have caused their respective duly authorized officers to execute this Amendment as of the day and year first above written. SPRINT CORPORATION By: /s/ Don Jensen ------------------------------ Name: Don Jensen Title: Secretary SPRINT GLOBAL VENTURE, INC. By: /s/ Don Jensen ------------------------------ Name: Don Jensen Title: Vice President FRANCE TELECOM By: /s/ Michel Hirsch ------------------------------ Name: Michel Hirsch Title: Executive Vice President -23- DEUTSCHE TELEKOM AG By: /s/ Brigitte Lammers ------------------------------ Name: Brigitte Lammers Title: Attorney-in-fact ATLAS TELECOMMUNICATIONS S.A. By: ------------------------------ Name: Title: -24- SCHEDULE 1.1(f) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ RESTRICTED SERVICES ------------------- None SCHEDULE 10.5(a) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ EXCLUDED BUSINESSES ------------------- [TO COME] SCHEDULE 13.1(a)(viii) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ GOVERNMENTAL APPROVALS RELATING TO ATLAS ---------------------------------------- (Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Atlas Joint Venture Agreement) 1. Approval of the transfer of the shares of Atlas France to Atlas by the French minister in charge of economic affairs and finance (ministre charge de l'economie et des finances) and the French minister in charge of posts and telecommunications (ministre charge des postes et des telecommunications) pursuant to Article 32 of the Cahier des Charges of FT, as approved by decret n'90-1213 of December 29, 1990. 2. Prior approval of the proposed investment of Atlas in Atlas France by the French minister in charge of economic affairs and finance (ministre charge de l'economie et des finances) for the purpose of Article 12 of decret n-89-938 of December 29, 1989. SCHEDULE 14.1(c) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ SPRINT GOVERNMENTAL APPROVALS ----------------------------- 1. Notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of all applicable waiting periods thereunder and any extensions thereof. 2. Exemption by the Commission of the European Communities, pursuant to Article 85(3) of the Treaty of Rome, of the Joint Venture Agreement and each other Operative Agreement and the Transactions from the operation of Article 85(1) of the Treaty of Rome. 3. The approval of the Bundeskartellamt to carry out the transactions contemplated by the Atlas Joint Venture Documents. 4. The approval of the Bundeskartellamt to carry out the Transactions. 5. An exemption from the Commission of the European Communities pursuant to Article 85(3) of the Treaty of Rome exempting the transactions contemplated by the Atlas Joint Venture Documents from the operation of Article 85(1) of the Treaty of Rome. SCHEDULE 14.2(a)(iii) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ FT GOVERNMENTAL APPROVALS ------------------------- 1. Notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of all applicable waiting periods thereunder and any extensions thereof. 2. An exemption from the Commission of the European Communities pursuant to Article 85(3) of the Treaty of Rome exempting this Agreement, each other Operative Agreement and the Transactions from the operation of Article 85(1) of the Treaty of Rome. 3. The approval of the Bundeskartellamt to carry out the transactions contemplated by the Atlas Joint Venture Documents. 4. The approval of the Bundeskartellamt to carry out the Transactions. 5. An exemption from the Commission of the European Communities pursuant to Article 85(3) of the Treaty of Rome exempting the transactions contemplated by the Atlas Joint Venture Documents from the operation of Article 85(1) of the Treaty of Rome. SCHEDULE 14.2(b)(ii) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ FT GOVERNMENTAL APPROVALS RELATING TO ATLAS --------------------------- 1. An exemption from the Commission of the European Communities, pursuant to Article 85(3) of the Treaty of Rome, exempting the Atlas Joint Venture Documents and the transactions contemplated thereby from the operation of Article 85(1) of the Treaty of Rome. 2. The approval of the Bundeskartellamt to carry out the transactions contemplated by the Atlas Joint Venture Documents. SCHEDULE 14.3(a)(iii) TO AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT -------------------------- DT GOVERNMENTAL APPROVALS ------------------------- 1. Notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of all applicable waiting periods thereunder and any extensions thereof. 2. An exemption from the Commission of the European Communities pursuant to Article 85(3) of the Treaty of Rome exempting this Agreement, each other Operative Agreement and the Transactions from the operation of Article 85(1) of the Treaty of Rome. 3. The approval of the Bundeskartellamt to carry out the transactions contemplated by the Atlas Joint Venture Documents. 4. The approval of the Bundeskartellamt to carry out the Transactions. 5. An exemption from the Commission of the European Communities pursuant to Article 85(3) of the Treaty of Rome exempting the transactions contemplated by the Atlas Joint Venture Documents from the operation of Article 85(1) of the Treaty of Rome. SCHEDULE 14.3(b)(ii) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ DT GOVERNMENTAL APPROVALS RELATING TO ATLAS --------------------------- 1. An exemption from the Commission of the European Communities, pursuant to Article 85(3) of the Treaty of Rome, exempting the Atlas Joint Venture Documents and the transactions contemplated thereby from the operation of Article 85(1) of the Treaty of Rome. 2. The approval of the Bundeskartellamt to carry out the transactions contemplated by the Atlas Joint Venture Documents. SCHEDULE 14.4(c) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ ATLAS GOVERNMENTAL APPROVALS ---------------------------- 1. An exemption from the Commission of the European Communities, pursuant to Article 85(3) of the Treaty of Rome, exempting this Agreement, each other Operative Agreement and the Transactions from the operation of Article 85(1) of the Treaty of Rome. 2. The approval of the Bundeskartellamt to carry out the Transactions. 3. Notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of all applicable waiting periods thereunder and any extensions thereof. 4. The approval of the Bundeskartellamt to carry out the transactions contemplated by the Atlas Joint Venture Documents. 5. An exemption from the Commission of the European Communities, pursuant to Article 85(3) of the Treaty of Rome, exempting the Atlas Joint Venture Documents and the transactions contemplated thereby from the operation of Article 85(1) of the Treaty of Rome. SCHEDULE 14.4(e) TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ LITIGATION INVOLVING ATLAS -------------------------- 1. Proceedings in connection with the Governmental Approvals described in Schedule 14.2(b)(ii), Schedule 14.3(b)(ii) and Schedule 14.4(c). SCHEDULE 22.2 TO AMENDMENT NO. 1 TO THE JOINT VENTURE AGREEMENT ------------------------------ TRANSITION PRINCIPLES --------------------- 1. From the date it informs the parties of its decision to withdraw from the Joint Venture and until the date which is one year after the date of actual withdrawal from the Joint Venture (such actual date of withdrawal or other termination of the Joint Venture is herein referred to as the "Withdrawal Date"), a withdrawing party shall cooperate fully with the Joint Venture in notifying Joint Venture customers of the change in the relationship between the Joint Venture and the withdrawing party provided, however, that no such notification or public announcement of the withdrawal of a party from the Joint Venture shall be made until the Withdrawal Date, unless an earlier announcement shall be required by law or stock market rules. For purposes of identifying customers under contracts in existence on the Withdrawal Date, (i) if Sprint is the withdrawing party, customers for which Sprint is the Distributing Entity will be considered customers of Sprint with respect to contracts in existence on the Withdrawal Date, (ii) if FT is the withdrawing party, customers for which FT is the Distributing Entity will be considered customers of FT with respect to contracts in existence on the Withdrawal Date, (iii) if DT is the withdrawing party, customers for which DT is the Distributing Entity will be considered customers of DT with respect to contracts in existence on the Withdrawal Date, and (iv) all other customers under contracts in existence on the Withdrawal Date will be considered customers of the Joint Venture. 2. At the request of the Joint Venture, for a period of one year after the Withdrawal Date, the withdrawing party shall continue to support on a cost reimbursement basis the marketing/sales negotiations of the Joint Venture that are underway at the time of such withdrawal until such time as the Joint Venture secures alternative support capabilities. 3. Article 10 of the JVA (noncompete) shall cease to apply to a withdrawing party after the Withdrawal Date. During the one-year period after the Withdrawal Date, the withdrawing party shall not offer products or services to customers of the Joint Venture in competition with the Joint Venture or offer products or services in competition with the Joint Venture to prospective customers of the Joint Venture with which the Joint Venture has engaged in confidential communications or negotiations prior to the Withdrawal Date. In addition, during such period, neither the Joint Venture nor any non- withdrawing party shall offer products or services in competition with the withdrawing party to customers of the withdrawing party. Nothing in this paragraph 3 shall be deemed to prohibit any activities that would be permitted under the noncompete provisions of Article 10 of the JVA were it still in effect during such period. Further, nothing in this paragraph 3 shall be deemed to prohibit a withdrawing party from indirectly offering products or services to such customers or prospective customers of the Joint Venture through another international telecommunications alliance with which the withdrawing party becomes associated following its withdrawal from the Joint Venture; provided, however, that if a party withdraws from the Joint Venture following its default or bankruptcy, such withdrawing party shall not be permitted to compete with the Joint Venture through another international telecommunications alliance during the one-year period after the Withdrawal Date. 4. The withdrawing party shall continue to support Joint Venture customers in its home country under contracts of the Joint Venture in existence on the Withdrawal Date on the same terms and conditions until the Joint Venture is able to secure alternative support in the home country of the withdrawing party, but in any event for a period which shall continue until the earlier of (i) the "pay back" date of such contracts of the Joint Venture which are supported by the withdrawing party and (ii) the expiration of such contracts of the Joint Venture which are supported by the withdrawing party. The withdrawing party shall also continue to support new sales of Joint Venture products and services, such support not to continue beyond two years after the Withdrawal Date. Similarly, the Joint Venture and each non-withdrawing party shall continue to support the customers of the withdrawing party under contracts of the withdrawing party in existence on the Withdrawal Date on the same terms and conditions until the withdrawing party is able to secure alternative support, but in any event for a period which shall continue until the earlier of (i) the "pay back" date of such contracts of the withdrawing party which are supported by the Joint Venture and (ii) the expiration of such contracts of the withdrawing party which are supported by the Joint Venture. The Joint Venture, the withdrawing party and each non- withdrawing party shall use all commercially reasonable efforts to secure such alternative support as promptly as practicable after the Withdrawal Date. 5. The transition rules with respect to trademarks and intellectual property of a withdrawing party and trademarks and intellectual property of the Joint Venture or the other parties used by the withdrawing party shall be as provided in the Intellectual Property Agreements. 6. Subject to paragraph 7, all outsourcing, service bureau and similar service and support contracts between the withdrawing party and the Joint Venture shall remain in place on the same terms and conditions at the discretion of the Joint Venture for a period of up to 2 years after the Withdrawal Date to provide for an orderly and timely transition, or for such longer period as may be necessary to permit the Joint Venture to fulfill contracts with customers which are supported by such outsourcing, service bureau and similar service and support arrangements, and the withdrawing party shall cooperate at its own expense during such period in transferring capabilities, processes and systems to alternative support capabilities. 7. To the extent practicable, the Joint Venture shall have the right to purchase at fair market value the systems, capital equipment and other assets of the withdrawing party and, to the extent permitted by Applicable Law, employ the personnel of the withdrawing party to the extent that such personnel, systems, capital equipment and other assets are dedicated substantially to providing support and services to the Joint Venture under outsourcing or service bureau or similar service and support contracts. 8. A Plan Action project that can be accounted for separately and that can be transferred to the Joint Venture under the JVA shall be considered an integral part of the Joint Venture, and the Joint Venture shall have the right to buy out the withdrawing party at the time of the withdrawal of such party from the Joint Venture (within the same two-year period and on the same terms as would apply to the buy out rights of a non-Plan Action party with respect to such Plan Action project) and to integrate the Plan Action project into the Joint Venture. 9. All Affiliation Agreements between the Joint Venture and operating companies (such as National Operations and Public Telephone Operators) in which the withdrawing party may have an equity interest on the Withdrawal Date shall remain in place in accordance with their terms and conditions. 10. If only one European party is the withdrawing party, the withdrawing European party shall have the rights and obligations of the withdrawing party contained in this Transition Plan. The non- withdrawing European party shall have the rights and obligations of a non-withdrawing party contained in this Transition Plan. EX-99.7 8 STOCKHOLDERS' AGREEMENT EXHIBIT 7 STOCKHOLDERS' AGREEMENT Among FRANCE TELECOM, DEUTSCHE TELEKOM AG and SPRINT CORPORATION Dated as of January 31, 1996
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II RESTRICTIONS ON TRANSFER OF SHARES 37 Section 2.1. General Transfer Restrictions 37 Section 2.2. Transfers to Qualified Subsidiaries 37 Section 2.3. Other Transfers Prior to the Fifth Anniversary 38 Section 2.4. Other Transfers 38 Section 2.5. Company Rights to Purchase 40 Section 2.6. Termination of Transfer Restrictions; Mandatory Redemption of Class A Preference Stock 48 Section 2.7. Notice of Certain Actions 51 Section 2.8. Restrictive Legends 51 Section 2.9. Reorganization, Reclassification, Merger, Consolidation or Disposition of Shares 53 Section 2.10. Strategic Mergers; Business Combinations; Company Tender for Shares 53 Section 2.11. Effect of Proposed Redemption 54 ARTICLE III PROVISIONS CONCERNING DISPOSITION OF LONG DISTANCE ASSETS 54 Section 3.1. Offers to FT and DT 54 Section 3.2. Assignment of Rights 58 Section 3.3. Timing of Disposition 59 Section 3.4. Method of Purchase 59 Section 3.5. Termination of Rights 60 ARTICLE IV PROVISIONS CONCERNING CHANGE OF CONTROL 61 Section 4.1. Sale of Assets or Control 61 Section 4.2. Required Share Purchases 61 ARTICLE V EQUITY PURCHASE RIGHTS 62
Section 5.1. Right to Purchase 62 Section 5.2. Notice 64 Section 5.3. Manner of Exercise; Manner of Payment 65 Section 5.4. Adjustments 66 Section 5.5. Closing of Purchases 66 Section 5.6. Terms of Payment 66 Section 5.7. Suspension of Equity Purchase Rights 67 ARTICLE VI HOLDINGS BY MAJOR COMPETITORS 68 ARTICLE VII COVENANTS 69 Section 7.1. Reservation and Availability of Capital Stock 69 Section 7.2. Assignee Purchasers 69 Section 7.3. Automatic Exercise of Rights; Method of Purchase 70 Section 7.4. Procedures for Redemption 72 Section 7.5. Joint Action by FT and DT 75 Section 7.6. Compliance with Tax Laws 75 Section 7.7. Compliance with Security Requirements 75 Section 7.8. Major Issuances 76 Section 7.9. Participation by Class A Directors in Certain Circumstances 76 Section 7.10. Spin-offs 77 Section 7.11. FCC Licenses 78 Section 7.12. Issuance of Class A Stock 78 Section 7.13. Defeasance of Fifth Series 79 Section 7.14. Continuing Directors 79 Section 7.15. Long Distance Business 79 Section 7.16. Intellectual Property 79 Section 7.17. Rights Plan Events 79 ARTICLE VIII TERMINATION OF CERTAIN RIGHTS 80 ARTICLE IX TAX INDEMNIFICATION 81 Section 9.1. Indemnification for Company Purchase 81 Section 9.2. Indemnification for Supplementary Payments 82 Section 9.3. Rebate of Indemnity 83 Section 9.4. Exclusions from Indemnity 84 Section 9.5. Consequences of Assignment 86 Section 9.6. Verification 86
Section 9.7. Contest Rights 87 ARTICLE X U.S. REAL PROPERTY TAX MATTERS 88 Section 10.1. Notification 88 Section 10.2. Control of FIRPTA Determination 88 Section 10.3. Issuance of Certification; Related Matters 89 Section 10.4. Advisory Costs 90 Section 10.5. Indemnity 90 Section 10.6. Contest Rights 90 ARTICLE XI MISCELLANEOUS 92 Section 11.1. Notices 92 Section 11.2. Waiver, Amendment, etc. 93 Section 11.3. No Partnership 93 Section 11.4. Binding Agreement; Assignment; No Third Party Beneficiaries 94 Section 11.5. Governing Law; Dispute Resolution; Equitable Relief 94 Section 11.6. Severability 95 Section 11.7. Translation 96 Section 11.8. Table of Contents; Headings; Counterparts 96 Section 11.9. Entire Agreement 96 Section 11.10. Waiver of Immunity 96 Section 11.11. Board Membership 97 Section 11.12. Effect of Conversion 97 Section 11.13. Continuing Director Approval 98 Exhibit A -- Form of Class A Holder Eligible Note Exhibit B -- Form of Qualified Subsidiary Assumption Agreement
Exhibit C -- Form of Qualified Stock Purchaser Assumption Agreement Exhibit D -- Non-Real Property Assets Schedule A -- List of FT Associate Positions Schedule B -- List of DT Associate Positions
STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT, dated as of January 31, 1996 (the "Agreement"), among France Telecom, an exploitant public organized under the laws of France ("FT"); Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"); and Sprint Corporation, a corporation organized under the laws of Kansas (the "Company"). RECITALS - -------- WHEREAS, each of the Company, Sprint Global Venture, Inc., a wholly- owned Subsidiary of the Company ("Sprint Sub"), FT and DT have agreed to form a joint venture to provide telecommunications services as provided in the Joint Venture Agreement dated as of June 22, 1995, as amended, among Sprint Sub, FT, DT and the Company (the "Joint Venture Agreement"), and to pursue various telecommunications opportunities around the world as further provided therein; WHEREAS, pursuant to the Investment Agreement, dated as of July 31, 1995, as amended, among FT, DT and the Company (including all schedules thereto, and as may be further amended from time to time, the "Investment Agreement"), FT and DT collectively are purchasing from the Company shares of its capital stock as provided in the Investment Agreement; and WHEREAS, the parties hereto have determined that it is in their best interests that they enter into this Agreement providing for certain rights and restrictions with respect to the shares of Class A Stock owned by FT and DT and their permitted transferees and certain related rights and obligations of the Company, FT and DT. NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, each of FT, DT and the Company agrees as follows: ARTICLE I DEFINITIONS - ----------- The following capitalized terms used in this Agreement will have the following meanings: "Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person, provided that (a) no JV Entity shall be deemed an Affiliate of any party hereto unless (i) FT, DT and Atlas own a majority of the Voting Power of such JV Entity and the Company does not have the Tie-Breaking Vote, or (ii) FT, DT or Atlas has the Tie- Breaking Vote; (b) FT, DT and the Company shall not be deemed Affiliates of each other; (c) Atlas shall be deemed an Affiliate of FT and DT; and (d) the term "Affiliate" shall not include any Governmental Authority of France or Germany or any other Person Controlled, directly or indirectly, by any such Governmental Authority, in each case except for FT, DT, Atlas and any other Person directly, or indirectly through one or more intermediaries, Controlled by FT, DT or Atlas. "Alien" means "aliens", "their representatives", "a foreign government or representatives thereof" or "any corporation organized under the laws of a foreign country" as such terms are used in Section 310(b)(4) of the Communications Act of 1934, as amended, or as hereafter may be amended, or any successor provision of law. "Amendment" means the Certificate of Amendment to the Articles of Incorporation adopted and filed pursuant to Section 3.2(i) of the Investment Agreement. "Applicable Law" means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority, and (b) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority. "Applicable Ratio" shall have the meaning set forth in Section 7.5(a) hereof. "Articles" means the Articles of Incorporation of the Company, as amended or supplemented from time to time. "Assignment Notice" shall have the meaning set forth in Section 3.2 hereof. "Associate" has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act, provided that when used to indicate a relationship with FT or DT or their respective Subsidiaries or Affiliates, the term "Associate" shall mean (a) in the case of FT, any Person occupying any of the positions listed on Schedule A hereto, and (b) in the case of DT, any Person occupying any of the positions listed on Schedule B hereto, provided, further, that, in each case, no Person occupying any such position described in clause (a) or (b) hereof shall be deemed an "Associate" of FT or DT, as the case may be, unless the Persons occupying all such positions described in clauses (a) and (b) hereof Beneficially Own, in the aggregate, more than 0.2% of the Voting Power of the Company. "Atlas" means the company formed as a societe anonyme under the laws of Belgium pursuant to the Joint Venture Agreement, dated as of December 15, 1994, between FT and DT, as amended. "Basis Windfall" shall have the meaning set forth in Section 9.3 hereof. "Beneficial Owner" (including, with its correlative meanings, "Beneficially Own" and "Beneficial Ownership"), with respect to any securities, means any Person which: (a) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time) such securities pursuant to any agreement, arrangement or understanding (whether or not in writing) including, without limitation, pursuant to the Investment Agreement and this Agreement, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; (b) has, or any of whose Affiliates or Associates has, directly or indirectly, the right to vote or dispose of (whether such right is exercisable immediately or only after the passage of time) or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act but including all such securities which a Person has the right to acquire beneficial ownership of whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate thereof), provided that Class A Stock and Common Stock held by one of FT or DT or its Affiliates shall not also be deemed to be Beneficially Owned by the other of FT or DT or its Affiliates. "Board of Directors" means the board of directors of the Company. "Brokers' Transactions" means brokers' transactions within the meaning of Rule 144 of the Securities Act, or any successor rule. "Business Day" means any day other than a day on which commercial banks in The City of New York, Paris, France, or Frankfurt am Main, Germany, are required or authorized by law to be closed. "Buyers" shall have the meaning set forth in the Investment Agreement. "Buy Notice" shall have the meaning set forth in Section 2.5(b) hereof. "Bylaws" means the Bylaws of the Company, as amended or supplemented from time to time. "Cellular" means (a) until immediately prior to the Cellular Spin-off Date, the Cellular and Wireless Division, (b) immediately prior to the Cellular Spin- off Date, the direct or indirect wholly owned subsidiary of the Company owning the assets of the Cellular and Wireless Division, the shares of which subsidiary are to be distributed to the Company's stockholders in connection with the Cellular Spin-off, and (c) on and after the Cellular Spin-off Date, such company, provided that the term "Cellular" shall not include any assets retained by the Company after the Cellular Spin-off Date. "Cellular and Wireless Division" means the Cellular and Wireless Communications Services Division of the Company. "Cellular Spin-off" shall have the meaning set forth in Article I of the Investment Agreement. "Change in Law" shall have the meaning set forth in Section 10.2(b) hereof. "Change of Control" means a: (a) decision by the Board of Directors to sell Control of the Company or not to oppose a third party tender offer for Voting Securities of the Company representing more than 35% of the Voting Power of the Company; or (b) change in the identity of a majority of the Directors due to (i) a proxy contest (or the threat to engage in a proxy contest) or the election of Directors by the holders of Preferred Stock; or (ii) any unsolicited tender, exchange or other purchase offer which has not been approved by a majority of the Independent Directors, provided that a Strategic Merger shall not be deemed to be a Change of Control and, provided, further, that any transaction between the Company and FT and DT or otherwise involving FT and DT and any of their direct or indirect Subsidiaries which are parties to a Contract therefor shall not be deemed to be a Change of Control. "Class A Action" means action by the holders of a majority of the shares of Class A Stock taken by a vote at either a regular or special meeting of the stockholders of the Company or of the Class A Holders or by written consent delivered to the Secretary of the Company. "Class A Common Issuance Date" means the date the Company first issues shares of Class A Common Stock. "Class A Common Stock" means the Class A Common Stock of the Company. "Class A Conversion Shares" means the shares of Class A Common Stock or Common Stock into which the then outstanding shares of Class A Preference Stock (or, as the case may be, a specified number of shares of Class A Preference Stock) would, at the time of determination, be convertible at the then applicable Conversion Price if the conditions to establishment of the Conversion Date had been met. "Class A Director" means any Director elected by the Class A Holders pursuant to Section 2(a) of ARTICLE FIFTH of the Articles, appointed by Class A Directors pursuant to Section 4(b) of ARTICLE FIFTH of the Articles, or elected by the Class A Holders pursuant to Section 3(d) of the Class A Provisions. "Class A Holder Eligible Notes" means notes of a Class A Holder issued pursuant to Section 5.6, substantially in the form of Exhibit A attached hereto, made payable to the Company which, in the written opinion of an investment banking firm of recognized international standing addressed to the Company and reasonably satisfactory to the Company, would sell, at the date of their issuance, at a price equal to their principal amount (taking into account the likely manner and timing of resale by the Company), provided that no note of any Class A Holder shall be deemed to be a Class A Holder Eligible Note (a) if such Class A Holder's debt instruments are at that time rated by Moody's Investors Service, Inc., Standard and Poor's Corporation or Duff & Phelps Credit Rating Co., and if it is to be issued at a time when such Class A Holder's debt instruments comparable to the note proposed to be a Class A Holder Eligible Note (or, if rated, such note itself) do not possess at least two of the three following ratings: Baa3 or better (or a comparable rating if the rating system is changed) by Moody's Investors Service, Inc.; BBB- or better (or a comparable rating if the rating system is changed) by Standard and Poor's Corporation; and BBB- or better (or a comparable rating if the rating system is changed) by Duff & Phelps Credit Rating Co., and (b) unless nationally-recognized counsel shall have delivered an opinion in form and substance reasonably satisfactory to each payee that such notes are enforceable obligations of such Class A Holder in accordance with the terms thereof, and provided, further, that no note issued by any Qualified Subsidiary shall be deemed to be a Class A Holder Eligible Note unless FT or DT, as the case may be, shall have executed a guarantee with respect to the obligations of such Qualified Subsidiary thereunder, satisfactory in form and substance to the Company. "Class A Holders" means FT, DT and any Qualified Subsidiary to which shares of Class A Stock or Common Stock have been transferred in accordance with Section 2.2 hereof or which purchases such shares pursuant to the Investment Agreement, and any Qualified Stock Purchaser that acquires shares of Class A Stock pursuant to Article VI or Section 5.1 of this Agreement or pursuant to Section 2.2(b) of the Standstill Agreement (and shall include such Persons even after all of the shares of Class A Stock have been converted into Common Stock of the Company or the Fundamental Rights have terminated as to all outstanding shares of Class A Preference Stock). "Class A Preference Stock" means the Class A Preference Stock of the Company. "Class A Provisions" means that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO CLASS A STOCK". "Class A Stock" means the Class A Common Stock or, if shares of Class A Preference Stock are outstanding, the Class A Preference Stock. "Closing Price" means, with respect to a security on any day, the last sale price, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on The New York Stock Exchange, Inc. or, if such security is not listed or admitted to trading on such exchange as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the security is listed or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date such security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the security selected in good faith by the Board of Directors. If the security is not publicly held or so listed or publicly traded, "Closing Price" means the Fair Market Value of such security. "Code" means the U.S. Internal Revenue Code of 1986, as amended. "Committed Percentage" means, as to any Class A Holder, the percentage obtained by dividing the aggregate number of Votes represented or to be represented by the Voting Securities of the Company (a) owned of record by such Class A Holder or by its nominees, and (b) which such Class A Holder has committed to the Company to purchase pursuant to Sections 7.3 and 7.8 or Articles V and VI hereof and pursuant to Article II of the Investment Agreement, by the sum of (i) the Voting Power of the Company and (ii) the Votes to be represented by any Voting Securities of the Company such Class A Holder has committed to the Company to purchase from the Company pursuant to Article V or VI or Section 7.3 hereof and Article II of the Investment Agreement. "Common Stock" means the Common Stock of the Company. "Company" shall have the meaning set forth in the preamble. "Company Eligible Notes" means notes of the Company (or its permitted assignee pursuant to Section 2.5), satisfactory in form and substance to the Company, FT and DT, made payable to the Transferring Stockholder, or Class A Holder as provided in Section 2.6(b)(ii) hereof, which, in the written opinion of an investment banking firm of recognized international standing addressed to the Transferring Stockholder, or Class A Holder as provided in Section 2.6(b)(ii) hereof, and reasonably satisfactory to such Transferring Stockholder or Class A Holder, as the case may be, would sell, at the date of their issuance, at a price equal to their principal amount (taking into account the likely manner and timing of resale by such Transferring Stockholder or Class A Holder, as the case may be), provided that no note of the Company (or its permitted assignee pursuant to Section 2.5) shall be deemed to be a Company Eligible Note (a) if it is to be issued at a time when the Company's (or such assignee's) debt instruments comparable to the notes proposed to be a Company Eligible Note (or such note itself) do not possess at least two of the three following ratings: Baa3 or better (or a comparable rating if the rating system is changed) by Moody's Investors Service, Inc.; BBB- or better (or a comparable rating if the rating system is changed) by Standard and Poor's Corporation; and BBB- or better (or a comparable rating if the rating system is changed) by Duff & Phelps Credit Rating Co., and (b) unless nationally-recognized counsel shall have delivered an opinion in form and substance reasonably satisfactory to each payee that such notes are enforceable obligations of the Company (or such assignee) in accordance with the terms thereof. "Company Purchase" shall have the meaning set forth in Section 9.1 hereof. "Company Stock Payment Notes" shall have the meaning set forth in Section 7.3 hereof. "Company Tax Payment" shall have the meaning set forth in Section 9.3 hereof. "Continuing Director" means any Director who is unaffiliated with the Buyers and their "affiliates" and "associates" (as each such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and was a Director prior to the time that any Buyer or any such affiliate or associate became an Interested Stockholder (as such term is defined in the Fair Price Provisions), and any successor of a Continuing Director if such successor is not affiliated with any such Interested Stockholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting of Directors at which at least seven Continuing Directors are present. "Contract" means any loan or credit agreement, note, bond, indenture, mortgage, deed of trust, lease, franchise, contract, or other agreement, obligation, instrument or binding commitment of any nature. "Control" means, with respect to a Person or Group, any of the following: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 35 percent of the Voting Power of the entity in question; or (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. "Conversion Date" has the meaning specified in the Class A Provisions. "Conversion Price" means the applicable conversion price for shares of Class A Preference Stock provided for in Section 3(b) of the Class A Provisions. "Corporation Joint Venture Termination" means any of the following: (a) the sale of Venture Interests by a Sprint Party pursuant to Section 20.5(a) of the Joint Venture Agreement; or (b) the receipt by the FT/DT Parties of the Tie-Breaking Vote due to a Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are defined in the Joint Venture Agreement) on the part of any of the Sprint Parties. "Director" means a member of the Board of Directors. "DT" shall have the meaning specified in the preamble. "DT Investor Confidentiality Agreement" shall have the meaning set forth in the Investment Agreement. "Eligible Purchaser" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Equity Purchase Price" shall have the meaning set forth in Section 5.5(b) hereof. "Equity Purchase Right" shall have the meaning set forth in Section 5.1 hereof. "ESMR" means any commercial mobile radio service, and the resale of such service, of the type authorized under the rules for Specialized Mobile Radio Services designated under Subpart S of Part 90 of the FCC's rules or similar Applicable Laws of any other country in effect on the date hereof, including the networking, marketing, distribution, sales, customer interface and operations functions relating thereto. "Europe" means the current geographic area covered by the following countries and territories located on the European continent, plus in the case of France, its territories and possessions located outside the European continent: Albania, Andorra, Austria, Belgium, Bosnia-Hercegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom, and Vatican City. "Excess Shares" shall have the meaning set forth in Section 5.1 hereof. "Excess Taxes" shall have the meaning set forth in Section 9.1 hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC from time to time promulgated thereunder. "Exempt Asset Divestitures" mean, with respect to the Company and its Subsidiaries: (a) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to joint ventures approved by FT and DT prior to the Initial Issuance Date; (b) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to (i) any entity in exchange for equity interests in such entity if, after such transaction, the Company owns at least 51 percent of both the Voting Power and equity interests in such entity or (ii) any joint venture that is an operating joint venture not controlled by any of its principals and in which (x) the Company has the right, acting alone, to disapprove (and thereby prohibit) decisions relating to acquisitions and divestitures involving more than 20 percent of the Fair Market Value of such entity's assets, mergers, consolidations and dissolution or liquidation of such entity and the adoption of such entity's business plan and (y) Major Competitors of the Joint Venture do not in the aggregate own more than 20% of the equity interests or Voting Power; (c) transactions in which the Company exchanges one or more (i) local exchange telephone businesses for one or more such businesses or (ii) public cellular or wireless radio telecommunications service systems for one or more such systems, provided that the Company shall not, directly or indirectly, receive cash in any such transaction in an amount greater than 20 percent of the Fair Market Value of the property or properties Transferred by it; (d) Transfers of assets, shares or other equity interests (other than Long Distance Assets) by the Company to any of its Subsidiaries, or by any of its Subsidiaries to the Company or any other Subsidiary of the Company; (e) (i) any Spin-off of equity interests of a wholly-owned Subsidiary that is not a Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun-off Entity"), provided that the Class A Holders receive securities in the Spun-off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in the Articles and the Bylaws, or (ii) the Cellular Spin-off, unless a Notice of Abandonment (as defined in the Investment Agreement) has been delivered; (f) Transfers of assets (other than Long Distance Assets) of the Company or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition, the "IT Assets"), to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such assets, or the Company or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company, and (ii) the Transfer of such assets will not materially and adversely affect the operation of the Company; or (g) Transfers of assets (other than Long Distance Assets or IT Assets) of the Company or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition, a "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided, that (i) the Fair Market Value of such assets, together with the Fair Market Value of assets of the Company Transferred to such Person or other Persons in related transactions, do not represent more than five percent of the Fair Market Value of the assets of the Company, (ii) the Transfer of such assets will not materially and adversely affect the operation of the Company, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the assets so Transferred or the Company or such Subsidiary has the right to cause such Non-IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company. "Exempt Long Distance Asset Divestitures" mean, with respect to the Company and its Subsidiaries: (a) Transfers of Long Distance Assets to a Qualified Joint Venture; (b) Transfers of Long Distance Assets to any entity if the Company and its Subsidiaries after such transaction own at least 70 percent of both the Voting Power and equity interests of such entity, provided that if a Major Competitor of FT or DT or the Joint Venture holds equity interests in such entity, such Major Competitor's equity interests and Votes in such entity as a percentage of the Voting Power of such entity shall not, directly or indirectly, exceed 20 percent; (c) Transfers of Long Distance Assets pursuant to an underwritten, widely- distributed public offering at the conclusion of which the Company and its Subsidiaries shall own at least 51 percent of both the Voting Power and equity interests in the entity that owns such Long Distance Assets; (d) Transfers in the ordinary course of business of Long Distance Assets determined by the Company to be unnecessary for the orderly operation of the Company's business, and sale-leasebacks of Long Distance Assets and similar financing transactions after which the Company and its Subsidiaries continue in possession and control of the Long Distance Assets involved in such transaction; (e) Transfers of Long Distance Assets by the Company to any of its Subsidiaries, or by any of its Subsidiaries to the Company or any other Subsidiary of the Company; (f) Transfers of Long Distance Assets to FT or DT or any assignee thereof pursuant to this Agreement; (g) any Spin-off of equity interests of a wholly-owned Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun-off Entity"), provided that the Class A Holders receive securities in the Spun-off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in the Articles and the Bylaws; (h) Transfers of Long Distance Assets of the Company or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition, the "IT Assets"), to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such Long Distance Assets, or the Company or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company, and (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business. Any such IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset; or (i) Transfers of Long Distance Assets (other than IT Assets) of the Company or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to the Company or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to the Company as determined in good faith by the Company, provided, that (i) the Fair Market Value of such Long Distance Assets, together with the Fair Market Value of Long Distance Assets Transferred to such Person or other Persons in related transactions, do not represent more than three percent of the Fair Market Value of the Long Distance Assets of the Company, (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the Long Distance Assets so Transferred or the Company or such Subsidiary has the right to cause such Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to the Company as determined in good faith by the Company. Any such Non-IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset. "Exercise Amount" shall have the meaning set forth in Section 7.3 hereof. "Fair Market Value" means, with respect to any asset, shares or other property, the cash price at which a willing seller would sell and a willing buyer would buy such asset, shares or other property in an arms-length negotiated transaction without undue time restraints, as determined in good faith by a majority of the Independent Directors as certified in a resolution delivered to all of the Class A Holders. "Fair Price Provisions" means ARTICLE SEVENTH of the Articles, and any successor provision thereto. "FCC" means the Federal Communications Commission. "FCC Order" means, with respect to any proposed Transfer of Long Distance Assets by the Company, either: (a) an effective written order or other final action from the FCC (either in the first instance or upon review or reconsideration) either declaring that FT and DT are not prohibited by Section 310 from owning such Long Distance Assets or stating that no such declaration is required, and as to which no Proceeding shall be pending or threatened that presents a substantial possibility of resulting in a reversal thereof; or (b) an effective written order from, or other final action taken by, the FCC pursuant to delegated authority (either in the first instance or upon review or reconsideration) either declaring that FT and DT are not prohibited by Section 310 from owning such Long Distance Assets, or stating that no such declaration is required, which order or final action shall no longer be subject to further administrative review, and as to which no Proceeding shall be pending or threatened that presents a substantial possibility of resulting in a reversal thereof; For purposes of clause (b) of this definition, an order from, or other final action taken by, the FCC pursuant to delegated authority shall be deemed no longer subject to further administrative review: (x) if no petition for reconsideration or application for review by the FCC of such order or final action has been filed within thirty days after the date of public notice of such order or final action, as such 30-day period is computed and as such date is defined in Sections 1.104 and 1.4 (or any successor provisions), as applicable, of the FCC's rules, and the FCC has not initiated review of such order or final action on its own motion within forty days after the date of public notice of the order or final action, as such 40-day period is computed and such date is defined in Sections 1.117 and 1.4 (or any successor provisions) of the FCC's rules; or (y) if any such petition for reconsideration or application for review has been filed, or, if the FCC has initiated review of such order or final action on its own motion, the FCC has issued an effective written order or taken final action to the effect set forth in clause (a) above. "FIRPTA Determination" means with respect to any sale, exchange (including a deemed exchange) or other disposition by a Class A Holder of Shares, a determination as to whether the Company is a "United States Real Property Holding Corporation" within the meaning of Section 897 of the Code and the regulations thereunder (or any successor provision). "FIRPTA Tax" shall have the meaning set forth in Section 10.5 hereof. "First Notice Period" shall have the meaning set forth in Section 2.5(a) hereof. "First Offer Price" shall have the meaning set forth in Section 2.5(a) hereof. "Fix" or "Fixed" means, in relation to the Conversion Price, the initial establishment of the Conversion Price in accordance with Section 3(b) of the Class A Provisions. "Fixed Closing Date" means the date of the first closing to occur under the Investment Agreement after the date on which the Conversion Price is Fixed. "Formula Price" means, as to a share of Class A Common Stock, a per share price equal to the greater of (a) the Market Price of a share of Common Stock on the date of sale of such share, and (b) an amount equal to the Weighted Average Price paid by the Class A Holders for the Class A Common Stock together with a stock appreciation factor thereon (calculated on the basis of a 365-day year) at the rate of 3.88% through and including the date of such redemption, such stock appreciation factor to be calculated, on an annual compounding basis, from the date of purchase of such Class A Common Stock until the date of redemption. "France" means the Republic of France, including French Guiana, Guadeloupe, Martinique and Reunion, and its territories and possessions. "FT" shall have the meaning specified in the preamble. "FT Investor Confidentiality Agreement" shall have the meaning specified in the Investment Agreement. "FT/DT Joint Venture Termination" means any of the following: (a) the sale of Venture Interests by an FT/DT Party pursuant to Section 20.5(b), 20.5(c) or 20.5(d) of the Joint Venture Agreement; or (b) the receipt by the Sprint Parties of the Tie-Breaking Vote due to a Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are defined in the Joint Venture Agreement) on the part of any of the FT/DT Parties. "FT/DT Party" shall have the meaning set forth in the Joint Venture Agreement. "FT/DT Weighted Purchase Price" means (a) prior to the Class A Common Issuance Date, the conversion price of the Class A Preference Stock in effect from time to time, adjusted in accordance with the Class A Provisions solely with respect to shares of Class A Preference Stock purchased from the Company pursuant to this Agreement and the Investment Agreement, and (b) on and after the Class A Common Issuance Date, the Weighted Average Price paid by FT, DT, their respective Qualified Subsidiaries and any Qualified Stock Purchasers for shares of Class A Common Stock, calculated solely with respect to shares of Class A Common Stock (or shares of Class A Preference Stock which have been converted into shares of Class A Common Stock) purchased from the Company pursuant to this Agreement and the Investment Agreement. "Fundamental Rights" means the rights of the holders of Class A Preference Stock to elect Directors pursuant to ARTICLE FIFTH of the Articles, and the rights of the holders of Class A Preference Stock provided in Sections 4, 5, 6 and 8 of the Class A Provisions. "Germany" means the Federal Republic of Germany. "Governmental Approval" means any consent, waiver, grant, concession or License of, registration or filing with, or declaration, report or notice to, any Governmental Authority. "Governmental Authority" means any federation, nation, state, sovereign, or government, any federal, supranational, regional, state or local political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government, provided that the term "Governmental Authority" shall not include FT, DT, Atlas or any of their respective Subsidiaries. "Group" means any group within the meaning of Section 13(d)(3) of the Exchange Act. "Indemnitee" shall have the meaning set forth in Section 9.1 hereof. "Independent Director" means any member of the Board of Directors who (a) is not an officer or employee of the Company, or any Class A Holder, or any of their respective Subsidiaries, (b) is not a former officer of the Company, or any Class A Holder, or any of their respective Subsidiaries, (c) does not, in addition to such person's role as a Director, act on a regular basis, either individually or as a member or representative of an organization, serving as a professional adviser, legal counsel or consultant to the Company, or any Class A Holder, or their respective Subsidiaries, if, in the opinion of the Nominating Committee of the Board of Directors of the Company (the "Nominating Committee") or the Board of Directors if a Nominating Committee is not in existence, such relationship is material to the Company, any Class A Holder, or the organization so represented or such person, and (d) does not represent, and is not a member of the immediate family of, a person who would not satisfy the requirements of the preceding clauses (a), (b) and (c) of this sentence. A person who has been or is a partner, officer or director of an organization that has customary commercial, industrial, banking or underwriting relationships with the Company, any Class A Holder, or any of their respective Subsidiaries, that are carried on in the ordinary course of business on an arms-length basis and who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition, may qualify as an Independent Director, unless, in the opinion of the Nominating Committee or the Board of Directors if a Nominating Committee is not in existence, such person is not independent of the management of the Company, or any Class A Holder, or any of their respective Subsidiaries, or the relationship would interfere with the exercise of independent judgment as a member of the Board of Directors. A person who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition and who, in addition to fulfilling the customary director's role, also provides additional services directly for the Board of Directors and is separately compensated therefor, would nonetheless qualify as an Independent Director. Notwithstanding anything to the contrary contained in this definition, each Director as of the date of the execution of the Investment Agreement who is not an executive officer of the Company shall be deemed to be an Independent Director hereunder. "Initial Issuance Date" means the first date that any shares of Class A Stock are issued. "Investment Agreement" shall have the meaning set forth in the second WHEREAS clause. "Investment Completion Date" means the date of the Supplemental Preference Stock Closing (as defined in the Investment Agreement) or the Class A Common Issuance Date, whichever shall first occur. "Joint Venture" means the joint venture formed by FT, DT, Sprint Sub and the Company as provided in the Joint Venture Agreement. "Joint Venture Agreement" shall have the meaning set forth in the first WHEREAS clause. "JV Entity" shall have the meaning set forth in the Joint Venture Agreement. "LD Disapproval Notice" shall have the meaning set forth in Section 3.1(d) hereof. "LD Option Period" shall have the meaning set forth in Section 3.1(d) hereof. "LD Sale Notice" shall have the meaning set forth in Section 3.1(c) hereof. "License" means any license, ordinance, authorization, permit, certificate, variance, exemption, order, franchise or approval, domestic or foreign. "Lien" means any mortgage, pledge, security interest, adverse claim, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or similar Applicable Law of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation. "Lien Transfer" shall mean the granting of any Lien on any Long Distance Asset, other than: (a) a Lien securing purchase money indebtedness that does not have a term longer than the estimated useful life of the Long Distance Asset subject to such Lien; (b) Liens or other comparable arrangements relating to the financing of accounts receivable; and (c) Liens securing any other indebtedness for borrowed money, provided that (i) the amount of such indebtedness, when added to the aggregate amount of purchase money indebtedness referred to in clause (a) above, does not exceed 30% of the total book value of the Long Distance Assets as at the date of the most recently published balance sheet of the Company, (ii) the indebtedness secured by such Liens is secured only by Liens on Long Distance Assets, (iii) the face amount of such indebtedness does not exceed the book value of the Long Distance Assets subject to such Liens, and (iv) such indebtedness is for a term no longer than the estimated useful life of the Long Distance Assets subject to such Liens. "Liquidation Preference" shall have the meaning set forth in the Class A Provisions. "Local Exchange Division" means the Local Communications Services Division of the Company. "Long Distance Assets" means: (a) the assets reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division; (b) any assets acquired by the Company or any of its Subsidiaries following December 31, 1994 that are reflected in the Company's balance sheet as included in the Long Distance Division; (c) any assets of the Company or any of its Subsidiaries that are not reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division, which after December 31, 1994 are transferred by the Company or any of its Subsidiaries to, or reclassified by the Company or any of its Subsidiaries as part of, the Long Distance Division; (d) any assets acquired by the Company after December 31, 1994 that are used or held for use primarily for the benefit of the Long Distance Business; and (e) any assets referred to in clauses (a) through (c) above that are used or held for use primarily for the benefit of the Long Distance Business which are transferred or reclassified by the Company or any of its Subsidiaries outside of the Long Distance Division, but which continue to be owned by the Company or any of its Subsidiaries; provided that the term "Long Distance Assets" shall not include (i) any assets that are used or held for use primarily for the benefit of any Non-Long Distance Business, or (ii) any other assets reflected in the Company's balance sheet for the year ended December 31, 1994 as included in the Cellular and Wireless Division or the Local Exchange Division (other than as such assets in the Cellular and Wireless Division or the Local Exchange Division may be transferred or reclassified in accordance with paragraph (c) of this definition). "Long Distance Business" means all long distance telecommunications activities and services of the Company and its Subsidiaries at the relevant time, including (but not limited to) all long distance transport services, switching and value-added services for voice, data, video and multimedia transmission, migration paths and intelligent overlapping architectures, provided that the term "Long Distance Business" shall not include any activities or services primarily related to any Non-Long Distance Business. "Long Distance Division" means the Long Distance Communications Services Division of the Company. "Major Competitor" means (a) with respect to FT or DT, a Person that materially competes with a major portion of the telecommunications services business of FT or DT in Europe, or a Person that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in France or Germany, provided that FT and/or DT furnish in writing to the Company reasonable evidence of the occurrence of such steps; (b) with respect to the Company, a Person that materially competes with a major portion of the telecommunications services business of the Company in North America, or a Person that has taken substantial steps to become such a Major Competitor and which the Company has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in the United States of America, provided that the Company furnish in writing to each Class A Holder reasonable evidence of the occurrence of such steps; and (c) with respect to the Joint Venture, a Person that materially competes with a major portion of the telecommunications services business of the Joint Venture, or a Person that has taken substantial steps to become such a Major Competitor and which FT, DT or the Company has reasonably concluded, in its good faith judgment, will be such a competitor in the near future, provided that FT, DT or the Company furnish in writing to each other party hereto reasonable evidence of the occurrence of such steps. "Major Issuance" means any transaction, including, but not limited to, a merger or business combination, resulting, directly or indirectly, in the issuance (or sale from treasury) in connection with such transaction of Voting Securities of the Company with a number of Votes equal to or greater than 30 percent of the Voting Power of the Company immediately prior to such issuance. "Mandatory Payment Amount" shall have the meaning set forth in Section 7.3(c)(ii) hereof. "Market Price" means, with respect to a security on any date, the Closing Price of such security on the Trading Day immediately prior to such date. The Market Price shall be deemed to be equal to (a) in the case of a share of Class A Common Stock, the Market Price of a share of Common Stock; and (b) in the case of a share of Class A Preference Stock, the Liquidation Preference. The Market Price of any options, warrants, rights or other securities convertible into or exercisable for Class A Common Stock (except for the Class A Preference Stock) shall be equal to the Market Price of options, warrants, rights or other securities convertible into or exercisable for Common Stock upon the same terms and otherwise containing the same terms as such options, warrants, rights or other securities convertible into or exercisable for Class A Common Stock. "Material Adverse Effect" means, with respect to any Person, the effect of any event, occurrence, fact, condition or change that is materially adverse to the business, operations, results of operations, financial condition, assets or liabilities of such Person. "NASDAQ" means the National Association of Securities Dealers, Inc. Automated Quotations System. "Non-Long Distance Business" means (a) the ownership of any equity or other interests in the Joint Venture or any of the JV Entities; the enforcement or performance of any of the rights or obligations of the Company or any Subsidiary of the Company pursuant to the Joint Venture Agreement; or any activities or services of the Joint Venture or any of the JV Entities; (b) the Triple Play Activities; (c) any activities or services primarily related to the provision of subscriber connections to a local exchange or switch providing access to the public switched telephone network; (d) any activities or services primarily related to the provision of exchange access services for the purpose of originating or terminating long distance telecommunications services; (e) any activities or services primarily related to the resale by the Local Exchange Division of long distance telecommunications services of the Company or other carriers; (f) any activities or services primarily related to the provision of inter-LATA long distance telecommunications services that are incidental to the local exchange services business of the Local Exchange Division; (g) any activities or services primarily related to the provision of intra-LATA long distance telecommunications services; (h) any activities or services (whether local, intra-LATA or inter-LATA) primarily related to the provision of cellular, PCS, ESMR or paging services, mobile telecommunications services or any other voice, data or voice/data wireless services, whether fixed or mobile, or related to telecommunications services provided through communications satellite systems (whether low, medium or high orbit systems); and (i) the use of the "Sprint" brand name or any other brand names, trade names or trademarks owned or licensed by the Company or any of its Subsidiaries. "North America" means the current geographic area covered by the following countries: Canada, the United States of Mexico and the United States of America. "Notifying Class A Holder" shall have the meaning set forth in Section 10.2 hereof. "Offered Shares" shall have the meaning set forth in Section 2.5(a) hereof. "Option Shares" shall have the meaning set forth in Section 5.2 hereof. "Optional Shares" shall have the meaning set forth in Section 2.5(a) of the Investment Agreement. "Optional Shares Closing" shall have the meaning set forth in Section 2.5(c) of the Investment Agreement. "Other Investment Documents" means the Investment Agreement, the Standstill Agreement, the FT Investor Confidentiality Agreement, the DT Investor Confidentiality Agreement, any Qualified Subsidiary Standstill Agreement, the Registration Rights Agreement, any Qualified Subsidiary Confidentiality Agreement, any standstill agreement entered into by a holder of equity interests of a Qualified Subsidiary pursuant to the Standstill Agreement or any confidentiality agreement entered into by a holder of equity interests of a Qualified Subsidiary pursuant to the FT Investor Confidentiality Agreement or the DT Investor Confidentiality Agreement. "Other Purchaser" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Passive Financial Institution" means a bank (or comparable financial institution), insurance company, pension or retirement fund that acquires Voting Securities or other equity interests in a Qualified Subsidiary without the purpose or effect of changing or influencing the control of the Qualified Subsidiary or the Company, nor in connection with or as a participant in any transaction having such purpose or effect, provided that the term "Passive Financial Institution" shall not include any Major Competitor of the Company or the Joint Venture. "PCS" means a radio communications system of the type authorized under the rules for broadband personal communications services designated as Subpart E of Part 24 of the FCC's rules or similar Applicable Laws of any other country, including the network, marketing, distribution, sales, customer interface and operations functions relating thereto. "Percentage Ownership Interest" means, with respect to any Person, that percentage of the Voting Power of the Company represented by Votes associated with the Voting Securities of the Company owned of record by such Person or by its nominees. "Person" means an individual, a partnership, an association, a joint venture, a corporation, a business, a trust, any entity organized or existing under Applicable Law, an unincorporated organization or any Governmental Authority. "Planned Date" means the planned date for the initial filing of a registration statement with the SEC relating to a proposed Public Offering or the first date on which it is proposed that a Class A Holder consummate Brokers' Transactions as to any securities. "Preferred Stock" means any series of Preferred Stock of the Company, but shall not include the Class A Preference Stock. "Principal Investment Documents" shall have the meaning set forth in Section 7.10 hereof. "Private Offer Notice Period" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Private Sale Notice" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Proceeding" means any action, litigation, suit, proceeding or formal investigation or review of any nature, civil, criminal, regulatory or otherwise, before any Governmental Authority. "Proposed Price" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Proposed Terms" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Public Offering" means an underwritten public offering of securities of the Company pursuant to an effective registration statement under the Securities Act. "Public Sale Notice" shall have the meaning set forth in Section 2.5(a) hereof. "Qualified Joint Venture" means any operating joint venture of which not more than 20% in the aggregate of the Voting Power or outstanding equity interests thereof are owned by Major Competitors of FT or DT or of the Joint Venture, and that (a) has received contributions of assets by the other participants therein which are predominately of a nature similar or complementary to the Long Distance Assets contributed by the Company; (b) owns assets that are available for use by the Company on a basis which is no less favorable than that which is afforded to other participants in such joint venture; (c) would treat the Joint Venture, as a customer of the joint venture, no less favorably than other similarly situated customers; (d) is operated in a manner not inconsistent with the policies of the Joint Venture; and (e) as to which the Company undertakes to use commercially reasonable efforts to align the activities of such joint venture with those of the Joint Venture, including, without limitation, to use commercially reasonable efforts to cause such joint venture to become a distributor of the services falling within the scope of the Joint Venture (if so selected by the Joint Venture), to align the joint venture's network technology with the network technology of the Joint Venture, and to use the Joint Venture's services to the maximum extent practicable, provided that, in addition to the requirements set forth above, a joint venture shall not be deemed to be a Qualified Joint Venture if the predominant contribution of the Company to such joint venture is Long Distance Assets comprising the transport media, associated switching, electronic transmissions equipment, systems and operating software comprising the Company's long distance telecommunications network ("Critical Long Distance Assets"), unless the Company owns a majority of the equity interests and the Voting Power of such joint venture; and provided, further, that with respect to a joint venture in which the predominant contribution of the Company is Long Distance Assets that are not Critical Long Distance Assets, such joint venture shall not be deemed to be a Qualified Joint Venture unless such joint venture is either (i) Controlled by the Company or (ii) not Controlled by any of its participants, but in which the Company has the contractual or other legal right, acting alone, to disapprove (and thereby prohibit) decisions relating to acquisitions and divestitures involving more than 20 percent of the Fair Market Value of such joint venture's assets, mergers, consolidations and dissolution or liquidation of such joint venture, and the adoption of such joint venture's business plan. "Qualified LD Purchaser" means, for any Transfer of Long Distance Assets, a purchaser that (a) has the legal and financial ability to buy such Long Distance Assets proposed to be sold and (b) would not be a Major Competitor of the Company based on the businesses to be retained by the Company following the Transfer of such Long Distance Assets. "Qualified Stock Purchaser" means a Person that (a) FT and DT reasonably believe has the legal and financial ability to purchase shares of Class A Stock from the Company in accordance with Article VI of this Agreement or to purchase shares in accordance with Section 2.2 of the Standstill Agreement and (b) would not be a Major Competitor of the Company or of the Joint Venture immediately following such purchase. "Qualified Stock Purchaser Standstill Agreement" shall mean a standstill agreement between the Company, the Qualified Stock Purchaser and the Person or Persons, if any, which, directly or indirectly, ultimately Control a Qualified Stock Purchaser, satisfactory in form and substance to each party hereto. "Qualified Subsidiary" means any Person which (a) is a Subsidiary of either FT or DT or an entity that would be such a Subsidiary if FT's and DT's aggregate ownership in such entity were held individually by one of FT or DT, provided that until the second anniversary of the Initial Issuance Date, no Voting Securities of such entity may be Beneficially Owned by a Major Competitor of the Company or of the Joint Venture, and thereafter no such Major Competitor or Major Competitors may, individually or in the aggregate, Beneficially Own Voting Securities representing ten percent or more of the Voting Power of such entity, and provided, further, that if the Voting Securities of such entity owned directly by FT and DT or indirectly through Wholly-Owned Subsidiaries of either of them are entitled to a number of Votes representing in the aggregate less than 80 percent of the Voting Power of such entity, then: (i) the Voting Securities owned by FT and DT and Wholly-Owned Subsidiaries, plus Voting Securities, if any, owned by Passive Financial Institutions must in the aggregate be entitled to a number of Votes representing at least 80 percent of the Voting Power of such entity; and (ii) FT and DT and Wholly-Owned Subsidiaries must in the aggregate own Voting Securities entitled to a number of Votes representing more than 50 percent of the Voting Power of, and more than 50 percent of the outstanding equity interests in, such entity; and (b) has (i) entered into a Qualified Subsidiary Standstill Agreement and a confidentiality agreement satisfactory in form and substance to each party hereto and (ii) (x) caused all holders of any of its equity interests (other than FT, DT and Passive Financial Institutions) (each such other holder being a "Strategic Investor") to enter into a Strategic Investor Standstill Agreement and (y) caused all holders of any of its equity interests (other than FT and DT) to enter into a confidentiality agreement satisfactory in form and substance to each party hereto. "Qualified Subsidiary Standstill Agreement" shall have the meaning set forth in the Investment Agreement. "Redemption Securities" means any debt or equity securities of the Company, any of its Subsidiaries, or any combination thereof having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price pursuant to subsection (b) of Section 2 of the provisions of ARTICLE SIXTH of the Articles entitled GENERAL PROVISIONS RELATING TO ALL STOCK or Section 3(a)(i) of the Class A Provisions, in the opinion of an investment banking firm of recognized national standing selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Company), have a Market Price, at the time notice of redemption is given pursuant to subsection (d) of Section 2 of the provisions of ARTICLE SIXTH of the Articles entitled GENERAL PROVISIONS RELATING TO ALL STOCK or Section 3(a)(i) of the Class A Provisions, at least equal to the redemption price required to be paid by such Section 2 or Section 3(a)(i) of the Class A Provisions. "Refusal Notice" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Refusal Price" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Refusal Shares" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Refusal Terms" shall have the meaning set forth in Section 2.5(c)(ii) hereof. "Registration Rights Agreement" means the Registration Rights Agreement, dated the date hereof, among the Company, FT and DT, as it may be amended or supplemented from time to time. "Requested Sale Supplementary Payment" shall have the meaning set forth in Section 3(a)(i) of the Class A Provisions. "Required Sale Notice" shall have the meaning set forth in Section 7.4(d)(i) hereof. "Restricted Period" shall have the meaning set forth in Section 3.1(a) hereof. "Rights" shall have the meaning set forth in Section 5.1(c) hereof. "Rights Agreement" means the Rights Agreement, dated as of August 8, 1989, between the Company and UMB Bank, n.a., as amended on June 4, 1992 and as of July 31, 1995, as it may be amended or supplemented from time to time. "SEC" means the United States Securities and Exchange Commission. "Second Notice Period" shall have the meaning set forth in Section 2.5(b) hereof. "Second Offer" shall have the meaning set forth in Section 2.5(b) hereof. "Second Offer Price" shall have the meaning set forth in Section 2.5(b) hereof. "Section 310" means Section 310(b) of the Communications Act of 1934, as amended (or any successor provision of law). "Section 9.2 Excess Taxes" shall have the meaning set forth in Section 9.2 hereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. "Shares" means (a) shares of Class A Stock, Common Stock or any other Voting Securities of the Company, (b) securities of the Company convertible into Voting Securities of the Company and (c) options, warrants or other rights to acquire such Voting Securities, but in the case of this clause (c) excluding any rights of the Class A Holders or FT and DT to acquire Voting Securities of the Company pursuant to the Investment Agreement and this Agreement (but not excluding any Voting Securities received upon the exercise of such rights). "Specified Long Distance Assets" shall have the meaning set forth in Section 3.1(c) hereof. "Spin-off" means any spin-off or other pro rata distribution of equity interests of a wholly-owned direct or indirect Subsidiary of the Company to the stockholders of the Company, provided that the term "Spin-off" shall not include the Cellular Spin-off unless a Notice of Abandonment has been delivered. "Spin-Off Investment Agreement" shall have the meaning set forth in Section 7.10(a)(i) hereof. "Sprint Party" shall have the meaning set forth in the Joint Venture Agreement. "Sprint Sub" shall have the meaning set forth in the first WHEREAS clause. "Standstill Agreement" means the Standstill Agreement, dated as of July 31, 1995, among the Company, FT and DT, as it may be amended or supplemented from time to time. "Strategic Investor Standstill Agreement" shall have the meaning set forth in the Investment Agreement. "Strategic Merger" means a merger or other business combination involving the Company (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum of (i) the Fair Market Value of all consideration which such Class A Holders have a right to receive with respect to such merger or other business combination, and (ii) if the Company is the surviving parent entity, the Fair Market Value of the equity securities of the surviving parent entity which the Class A Holders are entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders and (c) immediately after which no Person or Group (other than the Class A Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity. "Subject Shares" shall have the meaning set forth in Section 2.5(c)(i) hereof. "Subsidiary" means, with respect to any Person (the "Parent"), any other Person in which the Parent, one or more direct or indirect Subsidiaries of the Parent, or the Parent and one or more of its direct or indirect Subsidiaries (a) have the ability, through ownership of securities individually or as a group, ordinarily, in the absence of contingencies, to elect a majority of the directors (or individuals performing similar functions) of such other Person, and (b) own more than 50% of the equity interests, provided that Atlas shall be deemed to be a Subsidiary of each of FT and DT. "Supervisory Board" means, as the case may be, the board of directors of FT, the Aufsichtsrat of DT, or an analogous body in the case of a Qualified Stock Purchaser or Qualified LD Purchaser. "Supplementary Payment" shall have the meaning set forth in Section 7.4(d)(iii) hereof. "Surplus Shares" shall have the meaning set forth in Section 7.4(d)(i) hereof. "Surplus Shares Sale" shall have the meaning set forth in Section 7.4(d)(i) hereof. "Third Party Approval" means any consent, waiver, grant, concession, license, authorization, permit, certificate, exemption, franchise or approval of, registration or filing with, or declaration, report or notice to any Person other than a Governmental Authority. "Tie-Breaking Vote" shall have the meaning set forth in Section 18.1(a) of the Joint Venture Agreement and shall include any successor provision thereto. "Total Realized Amount" shall have the meaning set forth in Section 7.4(d)(iii) hereof. "Trading Day" means, with respect to any security, a day on which the principal national securities exchange on which such security is listed or admitted to trading, or NASDAQ, if such security is listed or admitted to trading thereon, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such security is not listed or admitted to trading on any national securities exchange or NASDAQ, any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Transfer" means any act pursuant to which, directly or indirectly, the ownership of the assets or securities in question is sold, transferred, conveyed, delivered or otherwise disposed, but shall not include (a) any grant of Liens, (b) any conversion or exchange of any security of the Company pursuant to a merger or other business combination involving the Company, (c) any transfer of ownership of assets to the surviving entity in a Strategic Merger, or pursuant to any other merger or other business combination not prohibited by the Class A Provisions, or (d) any foreclosure or other execution upon any of the assets of the Company or any of its Subsidiaries other than foreclosures resulting from Lien Transfers. "Transfer Restrictions" means those restrictions on Transfer of Shares set forth in Sections 2.2, 2.3 and 2.5 hereof. "Transferring Stockholder" shall have the meaning set forth in Section 2.4 hereof. "Treaty Benefit" means: (a) the 5% rate of dividend withholding (or any successor rate applicable to non-portfolio investments); (b) the exemption from income tax with respect to dividends paid or profits distributed by the Company; (c) the exemption from income tax with respect to gains or profits derived from the sale, exchange, or disposal of stock in the Company; or (d) the exemption from taxes on capital with respect to stock in the Company; under, in the case of (a), (b), (c) and (d) above, either (i) the relevant income tax treaty between the United States and France, in the case of FT, and the United States and Germany, in the case of DT, or (ii) any provisions of French statutory law, in the case of FT, or German statutory law, in the case of DT, which refers to, or is based on or derived from, any provision of such treaty, or (e) any other favorable treaty benefit or statutory benefit, that specifically requires the ownership of a certain amount of voting power or voting interest in the Company, under a provision of the relevant income tax treaty between the United States and France or the statutory laws of France, in the case of FT, or the relevant income tax treaty between the United States and Germany or the statutory laws of Germany, in the case of DT, provided that the chief tax officer of FT or DT certifies that such benefit is reasonably expected to provide to FT or DT, as the case may be, combined tax savings in the year such certification is made and in future years of at least U.S. $15 million. "Triple Play Activities" means (a) the ownership of any equity or other interests in MajorCo, L.P. or any of its successors or Affiliates; the enforcement or performance of any of the rights or obligations of the Company or any Subsidiary of the Company pursuant to the Agreement of Limited Partnership of MajorCo, L.P. or any other agreement or arrangement contemplated thereby, except to the extent relating to the provision of services by the Company as the long distance telecommunications provider to MajorCo, L.P.; or any activities or services of MajorCo, L.P. or any of its successors or Affiliates; (b) the ownership of any equity or other interests in any Teleport Entity (as that term is defined in the Contribution Agreement (the "Contribution Agreement"), dated as of March 28, 1995, by and among TCI Network Services, Comcast Telephony Services, Cox Telephony Partnership, MajorCo, L.P. and NewTelco, L.P.); or any activities or services of any Teleport Entity or any of their respective successors or Affiliates; and (c) the ownership of any equity or other interests in PhillieCo, L.P., or any of its successors or Affiliates; the enforcement or performance of any of the rights or obligations of the Company or any Subsidiary of the Company pursuant to the Amended and Restated Agreement of Limited Partnership of PhillieCo, L.P., dated as of February 17, 1995, or any other agreement or arrangement contemplated thereby, except to the extent relating to the provision of services by the Company as the long distance telecommunications provider to PhillieCo, L.P.; or any activities or services of PhillieCo, L.P. or any of its successors or Affiliates. "Unrelated Party Sale" shall have the meaning set forth in Section 9.1 hereof. "Venture Interests" shall have the meaning set forth in the Joint Venture Agreement. "Vote" means, with respect to any entity, the ability to cast a vote at a stockholders', members' or comparable meeting of such entity with respect to the election of directors, managers or other members of such entity's governing body, or the ability to cast a general partnership or comparable vote, provided that with respect to the Company only, the term "Vote" means the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of the Company. "Voting Power" means, with respect to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity. "Voting Securities" means, with respect to an entity, any capital stock or debt securities of such entity if the holders thereof are ordinarily, in the absence of contingencies, entitled to a Vote, even though the right to such Vote has been suspended by the happening of such a contingency, and in the case of the Company, shall include, without limitation, the Common Stock and the Class A Stock, but shall not include any shares issued pursuant to the Rights Agreement to the extent such issuance is caused by action of a Class A Holder. "Weighted Average Price" means the weighted average per unit price paid by the purchasers of any capital stock, debt instrument or security of the Company. In determining the price of shares of Common Stock or Class A Common Stock issued upon the conversion or exchange of securities or issued upon the exercise of options, warrants or other rights, the consideration for such shares shall be deemed to include the price paid to purchase the convertible security or the warrant, option or other right, plus any additional consideration paid upon conversion or exercise. If any portion of the price paid is not cash, the Independent Directors (acting by majority vote) shall determine in good faith the Fair Market Value of such non-cash consideration. If any new shares of Common Stock are issued together with other shares or securities or distributions of other assets of the Company for consideration which covers both the new shares and such other shares, securities or other assets, the portion of such consideration allocable to such new shares shall be determined in good faith by the Independent Directors (acting by majority vote), in each case as certified in a resolution sent to all Class A Holders. "Wholly-Owned Subsidiaries" means companies or other business organizations all of the outstanding Voting Securities of which are owned, directly or indirectly, by either or both of FT and DT, other than any de minimis ownership required by Applicable Law. "Windfall Benefit" shall have the meaning set forth in Section 9.2 hereof. ARTICLE II RESTRICTIONS ON TRANSFER OF SHARES - ---------------------------------- Section 2.1. General Transfer Restrictions. The right of Class A Holders to Transfer any Shares is restricted as provided in Article II of this Agreement, and no Transfer of Shares by any Class A Holder may be effected except in compliance with this Article II. Any attempted or actual Transfer by a Class A Holder of Shares in violation of this Agreement shall be of no effect and null and void and shall not be recorded on the stock transfer books of the Company. Section 2.2. Transfers to Qualified Subsidiaries. Subject in each case to compliance with Applicable Law and the receipt of any necessary material Governmental Approvals, a Class A Holder may without restriction Transfer Shares to Qualified Subsidiaries or FT or DT (each, for the purposes of this Section 2.2, a "Transferee") in accordance with this Section 2.2, provided that, in the case of each Transfer to a Qualified Subsidiary, each Class A Holder having an equity interest in such Qualified Subsidiary shall (a) be liable for the performance by such Qualified Subsidiary of its obligations under this Agreement and any Other Investment Documents to which such Qualified Subsidiary is or becomes a party, (b) act as agent for such Qualified Subsidiary in connection with the receipt or giving of any and all notices or approvals under this Agreement and any such Other Investment Documents and (c) not cause or permit any such Subsidiary to lose its status as a Qualified Subsidiary at any time when such Subsidiary owns Shares. At least ten days prior to any proposed Transfer to a Transferee, the transferring Class A Holder shall notify the Company of its intent to make such Transfer, such notice to state the name and address of the Transferee (and the identity of the shareholders of such Transferee and the relationship of the Transferee to the transferring Class A Holder), the proposed date of such Transfer, the number and class of Shares to be Transferred and the proposed terms of such Transfer. Any Transfer made pursuant to this Section 2.2 shall be effective only if the Transferee shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption substantially in the form of Exhibit B hereto and such Transferee thereby shall become a party to this Agreement. Section 2.3. Other Transfers Prior to the Fifth Anniversary. Until the fifth anniversary of the Initial Issuance Date, Shares shall not be Transferred by a Class A Holder except as provided in Section 2.2. Section 2.4. Other Transfers. After Section 2.3 hereof shall no longer apply or shall be terminated pursuant to Section 2.6, but subject to the Company's rights under Section 2.5, each Class A Holder may Transfer Shares (each such Class A Holder being a "Transferring Stockholder") without restriction, provided that, with respect to any such Transfer: (a) a Transfer in a single transaction or a series of related transactions of Shares may be made to a Person or Group (other than a Qualified Subsidiary or Subsidiaries or FT or DT) that Beneficially Owns Voting Securities with a number of Votes representing greater than five percent of the Voting Power of the Company immediately following such Transfer or Transfers only in connection with a Public Offering in which: (i) the Transferring Stockholder does not, to the best of its knowledge, Transfer a number of Shares representing more than two percent of the Voting Power of the Company to a Person or Group that, prior to such Transfer, Beneficially Owned Voting Securities entitled to a number of Votes representing three percent or more of the Voting Power of the Company; (ii) the Transferring Stockholder does not, to the best of its knowledge, Transfer in a single transaction or a series of related transactions to a Person or Group a number of Shares representing more than five percent of the Voting Power of the Company; and (iii) the Transferring Stockholder does not, to the best of its knowledge, Transfer in a single transaction or series of related transactions Shares to a Person or Group that is required under Section 13(d) of the Exchange Act to file a Schedule 13D with respect to the Company (a "Schedule 13D Filer") or, as a result of such Transfer, will become a Schedule 13D Filer, provided that such Transferring Stockholder shall have notified the managing or coordinating underwriter or underwriters participating in such Public Offering of the restrictions set forth in clauses (i), (ii) and (iii) and provided, further, that, in determining the best knowledge of a Transferring Stockholder, such holder may rely on written certification received from such managing or coordinating underwriters or from purchasers of shares in such Public Offering, unless such holder has actual knowledge to the contrary; and (b) the restrictions contained in Section 2.4(a) shall continue until such time as the sum of (A) the aggregate Committed Percentage of the Class A Holders, and (B) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement and Article II of the Investment Agreement, falls below three and one-half percent for more than 150 consecutive days after the rights to commit to purchase provided in Article V have expired. (c) For so long as the sum of (i) the aggregate Committed Percentage of the Class A Holders, and (ii) the percentage of Voting Power of the Company which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement and Article II of the Investment Agreement is greater than five percent, but less than nine percent (if the events described in clause (2) of Section 2.6(a)(v) shall have occurred) or ten percent (if the events described in clause (1) of Section 2.6(a)(v) shall have occurred), no Class A Holder or Holders may Transfer Shares representing in excess of one percent of the outstanding Voting Power of the Company to any one Person or Group (other than a Qualified Subsidiary or Subsidiaries or FT or DT) in any transaction or series of related transactions, except in connection with a Public Offering as provided in Section 2.4(a), or Transfer Shares other than in a Public Offering to any Major Competitor of the Company. Section 2.5. Company Rights to Purchase. (a) If a Transferring Stockholder proposes to Transfer Shares in a Public Offering or in Brokers Transactions, such Transferring Stockholder shall first deliver written notice (the "Public Sale Notice") to the Company of such Transferring Stockholder's desire to effect such Transfer setting forth in reasonable detail (i) the number and class of Shares to be sold (the "Offered Shares"), (ii) the Market Price per share (or, if Class A Preference Stock is proposed to be Transferred, per number of Class A Conversion Shares related to the shares of Class A Preference Stock in question) on the date of the Public Sale Notice (the "First Offer Price"), (iii) the Planned Date of such Transfer, and (iv) any other material proposed terms of the Transfer. Upon receipt of the Public Sale Notice, the Company shall have the right to purchase all, but not less than all, of the Offered Shares at the First Offer Price, as adjusted to comply with the requirements of Article IX, such right to be exercised within ten Business Days following delivery of the Public Sale Notice to the Company (the "First Notice Period"). The Public Sale Notice shall constitute an offer to the Company (or its assignee, as provided below), which shall be irrevocable during the First Notice Period, to sell to the Company or its assignee the Offered Shares upon the terms provided in this Section 2.5(a) and the Public Sale Notice. The Company shall exercise such right to purchase by delivering written notice to such Transferring Stockholder at any time during the First Notice Period setting forth its irrevocable commitment to purchase such Offered Shares subject to receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in such notice), compliance with Applicable Law and the absence of any injunction or similar legal order preventing such transaction, provided that the Company shall not be permitted to deliver such notice (and accordingly may not purchase the Offered Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Offered Shares. The Company may assign its rights to purchase the Offered Shares under this Section 2.5(a) to any Person who is not a Major Competitor of FT or DT or of the Joint Venture. If the Company does not exercise such right, or the Company or its assignee does not close the purchase of the Offered Shares within the time periods provided in Section 2.5(d), such Transferring Stockholder may, to the extent not otherwise prohibited under this Article II, sell the Offered Shares, subject to compliance with Applicable Law and receipt of any required material Third Party Approvals or Governmental Approvals (x) in the case of a Public Offering, subject to subsection (b) of this Section 2.5, or (y) in the case of Brokers' Transactions within 45 days after the end of the First Notice Period or 45 days after the applicable date provided in Section 2.5(d) if the Company has exercised its rights under this Section 2.5(a) and the Company or its assignee has failed to close the purchase of the Offered Shares within the time periods provided in Section 2.5(d). Any Offered Shares to have been sold in Brokers' Transactions that continue to be held by the Transferring Stockholder following the expiration of such period shall again be subject to the provisions of this Article II. (b) If a Transferring Stockholder proposes to Transfer Shares in a Public Offering, on the seventh Business Day prior to the Planned Date, such Transferring Stockholder shall deliver to the Company a written offer (the "Second Offer") to sell to the Company the Offered Shares at the Market Price per share (or per number of Class A Conversion Shares related to each Class A Preference Share, as the case may be), as adjusted to comply with the requirements of Article IX, of the Common Stock on the Business Day immediately preceding such seventh Business Day (such Market Price, the "Second Offer Price"), provided that no Second Offer need be made if the Second Offer Price would be more than 90 percent of the First Offer Price and provided, further, that, prior to making a Second Offer, any Transferring Stockholder may, in its complete discretion, change the Planned Date to a date not later than 120 days after the original Planned Date. The Company shall have 24 hours (the "Second Notice Period") in which to deliver to such Transferring Stockholder written notice of its decision to accept the Second Offer (a "Buy Notice"), provided that the Company shall not be permitted to deliver such Buy Notice (and accordingly may not purchase the Offered Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Offered Shares. The Second Offer shall constitute an offer to the Company or its assignee, as provided below, which shall be irrevocable during such Second Notice Period, to sell to the Company or its assignee such Offered Shares upon the terms set forth in this Section 2.5(b) and the Second Offer. Delivery of a Buy Notice to such Transferring Stockholder shall constitute an irrevocable commitment on the part of the Company to purchase such Offered Shares upon the terms set forth in this Section 2.5(b) (subject to the receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in such Buy Notice), compliance with Applicable Law and the absence of any injunction or similar legal order preventing such transaction), and to reimburse such Transferring Stockholder for all of its reasonable out-of-pocket expenses incurred in connection with such Transfer, including the reasonable fees and expenses of its advisors and legal counsel, upon receipt of a certificate of such Transferring Stockholder setting forth in reasonable detail such out-of-pocket expenses. The Company may assign its rights to purchase the Offered Shares under this Section 2.5(b) to any Person who is not a Major Competitor of FT or DT or the Joint Venture. If a Buy Notice is not timely delivered to such Transferring Stockholder, or the Company or its assignee does not close the purchase of the Offered Shares within the applicable time period provided in Section 2.5(d), such Transferring Stockholder shall have no obligation to sell the Offered Shares to the Company, and subject to compliance with Applicable Law and the receipt of any required material Third Party Approvals or Governmental Approvals, may, to the extent not otherwise prohibited under this Article II, Transfer the Offered Shares at any time prior to 45 days after the Planned Date or the applicable date provided in Section 2.5(d) if the Company has accepted the Second Offer and the Company or its assignee has failed to close the purchase of the Offered Shares within the time period provided in Section 2.5(d), provided that the Transferring Stockholder may delay for a reasonable period its offering beyond such 45th date if it determines in good faith that such a delay is advisable because of marketing considerations or because the registration statement pursuant to which such Offered Shares are registered has not yet been declared effective, provided, further, that, if such offering is delayed for longer than ten Business Days after such 45th date, the Offered Shares shall again be subject to the Company's purchase rights under this paragraph (b) and the obligations of the Class A Holders to make a Second Offer. Any Offered Shares which continue to be held by the Transferring Stockholder following the applicable period shall again be subject to the provisions of this Article II. (c) If a Transferring Stockholder proposes to Transfer Shares in a transaction not covered by Section 2.2, 2.5(a) or 2.5(b) and otherwise permitted by this Article II, (i) such Transferring Stockholder shall first deliver written notice (a "Private Sale Notice") to the Company stating that such Transferring Stockholder proposes to effect such Transfer, such notice to describe in reasonable detail (x) the number and class of Shares to be Transferred (the "Subject Shares"), (y) a price per share (the "Proposed Price") and (z) other material terms of such Transfer determined by such Transferring Stockholder in its sole discretion (the "Proposed Terms"). Upon receipt of the Private Sale Notice, the Company shall have the right to purchase all, but not less than all, of the Subject Shares at the Proposed Price, as adjusted to comply with the requirements of Article IX, and in accordance with the Proposed Terms for a period of ten Business Days (the "Private Offer Notice Period"). The Private Sale Notice shall constitute an offer to the Company or its assignee, as provided below, which is irrevocable during such Private Offer Notice Period, to sell to the Company or its assignee such Subject Shares upon the terms set forth in this Section 2.5(c)(i) and the Private Sale Notice. The Company may exercise such right by delivering written notice to such Transferring Stockholder at any time during the Private Offer Notice Period setting forth its irrevocable commitment to purchase such Subject Shares at the Proposed Price, as adjusted to comply with the requirements of Article IX, in accordance with the Proposed Terms subject to receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in such notice), compliance with Applicable Law and the absence of any injunction or similar order preventing such transaction, provided that the Company shall not be permitted to deliver such notice (and accordingly may not purchase the Subject Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Subject Shares. The Company may assign its rights to purchase the Subject Shares under this Section 2.5(c)(i) to any Person who is not a Major Competitor of FT or DT or of the Joint Venture. If the Company fails to exercise such right, or the Company or its assignee does not close the purchase of the Subject Shares within the applicable time period provided in Section 2.5(d), then such Transferring Stockholder, subject to compliance with Applicable Law and receipt of any required material Third Party Approvals or Governmental Approvals, may, to the extent not otherwise prohibited under this Article II, sell all of the Subject Shares to any one or more Eligible Purchasers at the Proposed Price (taking into account any adjustments thereto which may have been made to comply with the requirements of Article IX) and in accordance with the Proposed Terms (or at a better price and on terms more favorable to such Transferring Stockholder) within 180 days after delivery of the Private Sale Notice to the Company or 180 days after the applicable date provided in Section 2.5(d) if the Company has exercised its rights under this Section 2.5(c)(i) and the Company or its assignee has failed to close the purchase of the Subject Shares within the time period provided in Section 2.5(d). Any Subject Shares which continue to be held by the Transferring Stockholder following such periods shall again be subject to the provisions of this Article II. For purposes of this Section 2.5, the term "Eligible Purchaser" shall mean a Person or Group that would be eligible pursuant to Rule 13d-1(b) under the Exchange Act to file a Schedule 13G with respect to the Company if such Person or Group Beneficially Owned Voting Securities representing five percent or more of the Voting Power of the Company; and (ii) if a Transferring Stockholder proposes to Transfer Shares pursuant to a bona fide offer to purchase Shares from a purchaser that is not an Eligible Purchaser (an "Other Purchaser"), prior to such Transferring Stockholder's accepting such offer, such Transferring Stockholder shall first deliver notice thereof (a "Refusal Notice") to the Company and to each other Class A Holder, setting forth in reasonable detail, (w) the number and class of Shares to be Transferred (the "Refusal Shares"), (x) the price per share of such bona fide offer (the "Refusal Price"), (y) the other material terms of such bona fide offer (the "Refusal Terms"), and (z) the identity of the offeror. Upon receipt of such notice, the Company shall have the right to purchase all, but not less than all, of the Refusal Shares upon the Refusal Terms, subject to receipt of any required material Third Party Approvals or Governmental Approvals (the same to be specified in reasonable detail in the Company's notice described in this paragraph), compliance with Applicable Law and the absence of any injunction or similar legal order preventing such transaction, at the Refusal Price, as adjusted to comply with the requirements of Article IX. The Refusal Notice shall constitute an offer to the Company or its assignee, as provided below, which is irrevocable during the period described in the next sentence, to sell to the Company or its assignee the Refusal Shares upon the terms set forth in this Section 2.5(c)(ii) and the Refusal Notice. The Company shall have ten Business Days after receipt of such notice in which to exercise such right by delivering written notice stating its irrevocable commitment to so exercise to the Transferring Stockholder, provided that the Company shall not be permitted to deliver such notice (and accordingly may not purchase the Refusal Shares) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of the Refusal Shares. The Company may assign its rights to purchase the Refusal Shares under this Section 2.5(c)(ii) to any Person who is not a Major Competitor of FT or DT or of the Joint Venture. If the Company fails to exercise such right, or the Company or its assignee does not close the purchase of the Refusal Shares within the applicable time period provided in Section 2.5(d), then such Transferring Stockholder, subject to compliance with Applicable Law and receipt of any required material Third Party Approvals or Governmental Approvals, may, to the extent not otherwise prohibited under this Article II, sell all of the Refusal Shares to the Other Purchaser at the Refusal Price (taking into account any adjustments thereto which may have been made to comply with the requirements of Article IX) and in accordance with the Refusal Terms (or at a better price and upon terms more favorable to such Transferring Stockholder) within 180 days following delivery of such notice to the Company or 180 days after the date provided in Section 2.5(d) if the Company has exercised its rights under this Section 2.5(c)(ii) and the Company or its assignee has failed to close the purchase of the Refusal Shares within the applicable time period provided in Section 2.5(d). Any Refusal Shares which continue to be held by the Transferring Stockholder following such period shall again be subject to the provisions of this Article II. (d) The closing of purchases of Shares pursuant to this Section 2.5 shall take place within (i) 45 days in the case of purchases by the Company or an assignee, or (ii) 180 days in the case of purchases by an assignee if all required Governmental Approvals necessary to permit such closing by such assignee have not been obtained within such 45-day period, after the exercise of the Company's right to purchase at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York, at 10:00 a.m., New York time, or at such other date, time or place as the Company and the Transferring Stockholder may otherwise agree. (i) At such closing, (x) the Transferring Stockholder shall (A) sell, transfer and deliver to the Company or its assignee all of its right, title and interest in and to the Shares to be purchased by the Company or its assignee free and clear of Liens, (B) deliver to the Company or its assignee a certificate or certificates representing such Shares duly endorsed in blank or accompanied by stock transfer powers duly endorsed in blank together with evidence of payment of any applicable stock transfer taxes and (C) deliver to the Company or its assignee an executed written representation of such Transferring Stockholder, in form and substance reasonably satisfactory to the Company or its assignee, representing that (1) such Transferring Stockholder is validly existing and has validly authorized such Transfer, (2) such Transfer does not violate or otherwise conflict with the organizational documents of such Transferring Stockholder or require any material Third Party Approval or Governmental Approval on the part of such Transferring Stockholder which has not yet been obtained and (3) the Transferring Stockholder shall Transfer the Shares to be purchased free and clear of all Liens arising due to the action or inaction of such Transferring Stockholder; and (y) the Company or its assignee shall deliver to such Transferring Stockholder an amount (the "Purchase Price") in cash or in cash and securities of the Company, as hereinafter provided, equal to the product of (A) the First Offer Price, the Second Offer Price, the Proposed Price or the Refusal Price, as the case may be, in each case as adjusted to comply with the requirements of Article IX; and (B) the number of Shares to be acquired by the Company or its assignee. (ii) Payment of the Purchase Price shall be made as follows: (x) If the Purchase Price is less than $200 million, payment of the entire Purchase Price shall be made by wire transfer of immediately available funds to such bank and account as such Transferring Stockholder shall designate. (y) If the Purchase Price is $200 million or greater, but less than or equal to $500 million, payment of $200 million of the Purchase Price shall be made by wire transfer of immediately available funds to such bank and account as such Transferring Stockholder shall designate, an amount equal to one-half of the difference between the Purchase Price and $200 million (for purposes of this Section 2.5, the "One-Half Quantity") shall be paid in Company Eligible Notes maturing one year from the date of such closing; and an amount equal to the One- Half Quantity shall be paid in Company Eligible Notes maturing two years from the date of such closing. The principal of any such Company Eligible Notes shall be adjusted to comply with the requirements of Article IX such that the Transferring Stockholder receives principal in an amount equal to the One-Half Quantity on each of the first and second anniversaries of such closing. (z) If the Purchase Price exceeds $500 million, payment of $200 million of the Purchase Price shall be made by wire transfer of immediately available funds to such bank and account as such Transferring Stockholder shall designate, an amount equal to one-third of the difference between the Purchase Price and $200 million (for purposes of this Section 2.5, the "One-Third Quantity") shall be paid in Company Eligible Notes maturing one year from the date of such closing; an amount equal to the One-Third Quantity shall be paid in Company Eligible Notes maturing two years from the date of such closing; and an amount equal to the One-Third Quantity shall be paid in Company Eligible Notes maturing three years from the date of such closing. The principal of any such Company Eligible Notes shall be adjusted to comply with the requirements of Article IX such that the Transferring Stockholder receives principal in an amount equal to the One- Third Quantity on each of the first, second and third anniversaries of such closing. Section 2.6. Termination of Transfer Restrictions; Mandatory Redemption of Class A Preference Stock. (a) At any time after the earlier of the Class A Common Issuance Date and the date when the Conversion Price shall have been Fixed, the Transfer Restrictions shall terminate and cease to be of further force and effect hereunder (but the provisions of Section 2.4 shall continue): (i) if there is a Corporation Joint Venture Termination; (ii) upon the first anniversary of a sale of all of the Venture Interests of the Sprint Parties or the FT/DT Parties pursuant to Section 17.2, 17.3, 17.4, 19.3, 20.6 or 20.11 of the Joint Venture Agreement or upon the first anniversary of the date on which the Joint Venture is otherwise terminated, in each case, other than pursuant to (x) an FT/DT Joint Venture Termination or (y) a Corporation Joint Venture Termination; (iii) if the Company has breached in any material respect its obligations under Article III, IV, V, and VI; Section 7.1, 7.4, 7.8, 7.10 or 7.11 of this Agreement; Section 8.8 of the Investment Agreement; Article FIFTH of the Articles (to the extent such Article relates to the rights of the holders of Class A Stock); or the Class A Provisions, provided, that, if the Company so breaches any of these obligations, and such breach is capable of being cured without adversely affecting in any material respect the Class A Holders or their rights hereunder or under the Other Investment Documents (other than as to the timing of the Optional Shares Closing or an Article IV Closing, as the case may be), the Articles or the Bylaws, (x) the date of termination of the Transfer Restrictions shall be delayed for a period of not more than 180 days from the date of such breach, or, in the case of a dispute as to whether such a breach has occurred, for 90 days following the rendering of an order of a court of competent jurisdiction in connection therewith, in either case if during such time the Company is attempting in a diligent manner to cause such breach to be cured and (y) the Transfer Restrictions shall not terminate if such breach is cured within the applicable period; (iv) if the Company shall have determined to proceed with a transaction described in Section 4.1 hereof; (v) at any time after the Investment Completion Date, if the sum of (x) the aggregate Committed Percentage of the Class A Holders, and (y) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement and Section 2.5 of the Investment Agreement, falls below (1) ten percent for more than 150 consecutive days, immediately after the issuance of additional Voting Securities of the Company other than pursuant to a Major Issuance; or (2) nine percent, immediately after a Transfer of Shares by Class A Holders, provided that the rights of the Company contained in Sections 2.5(a) and 2.5(b) hereof shall, in either case, continue until the sum of (I) the aggregate Committed Percentage of the Class A Holders, and (II) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement and Article II of the Investment Agreement, falls below five percent; (vi) at any time after the Investment Completion Date, if the sum of (x) the aggregate Committed Percentage of the Class A Holders, and (y) the percentage of Voting Power of the Company represented by Voting Securities which the Class A Holders have the right to commit to purchase pursuant to Sections 7.3 and 7.8 and Articles V and VI of this Agreement and Section 2.5 of the Investment Agreement, falls below ten percent as a result of a Major Issuance and the Class A Holders (1) furnish in writing to the Company a written binding election not to exercise their rights to purchase Class A Common Stock from the Company pursuant to Section 7.8 with respect to such transaction and, for 180 days following the date of such Major Issuance, not to make open market purchases pursuant to Section 7.8 that would result in the Class A Holders having an aggregate Committed Percentage of ten percent or more, or (2) fail to exercise their rights to purchase Class A Common Stock from the Company pursuant to Section 7.8 with respect to such transaction and to exercise their rights to commit to make open market purchases pursuant to Section 7.8, within the prescribed time periods; (vii) if a Person other than a Class A Holder shall acquire a Percentage Ownership Interest greater than 20 percent or there is a Change of Control within the meaning of clause (b) of such definition; (viii) unless all of the outstanding shares of Class A Common Stock have been converted into shares of Common Stock, the Fundamental Rights as to all outstanding shares of Class A Preference Stock have terminated, or the rights of the Class A Holders under Section 4 of the Class A Provisions are suspended pursuant to clauses (ii) or (iii) of Section 7(b) of the Class A Provisions, if, between the second and fifth anniversaries of the Initial Issuance Date, the Company or any of its Subsidiaries, as the case may be, shall take or engage in, directly or indirectly, any of the actions described in Section 4(a)(i), 4(a)(ii), 4(a)(iii) or 4(a)(iv) of the Class A Provisions, notwithstanding a written notice signed by FT and DT expressing disapproval thereof delivered to the Company within 30 days of delivery of the notice from the Company relating thereto as provided in Section 2.7; or (ix) if the Class A Holders elect to be released from the Transfer Restrictions pursuant to Section 7.8(a) hereof. (b) While shares of Class A Preference Stock are outstanding, but prior to the time the Conversion Price shall have been Fixed, (i) if the event described in Section 2.6(a)(iii) shall occur, the Class A Holders may make the election provided in Section 7(n)(i) of the Class A Provisions. (ii) if the event described in Section 2.6(a)(iv) shall occur, the Class A Holders may make the election provided in Section 7(f)(ii)(y)(B) of the Class A Provisions. (iii) if any of the events described in Section 2.6(a) (other than clauses (iii) or (iv) thereof) shall occur, the Class A Holders may make the election provided in Section 7(n)(ii) of the Class A Provisions. (c) If the Company fails to redeem all of the outstanding shares of Class A Preference Stock when required pursuant to Section 3(c), 7(f) or 7(n) of the Class A Provisions, in addition to whatever other rights and remedies the Class A Holders may have, hereunder or otherwise, such Shares may be transferred without any restriction provided for in this Article II other than the restrictions set forth in Section 2.4 hereof, and in accordance with Section 7(o) of the Class A Provisions. (d) The Transfer Restrictions shall cease to be of further force and effect as provided in Section 7(f) and 7(n) of the Class A Provisions. Section 2.7. Notice of Certain Actions. Unless all of the outstanding shares of Class A Common Stock have been converted into shares of Common Stock, the Fundamental Rights have terminated as to all outstanding shares of Class A Preference Stock, or the rights of the Class A Holders under Section 4 of the Class A Provisions are suspended pursuant to clause (ii) or (iii) of Section 7(b) of the Class A Provisions, for a period of three years following the date which is two years after the Initial Issuance Date, at least 40 days prior to (a) the Company or any of its Subsidiaries taking or engaging in, directly or indirectly, any of the actions described in Sections 4(a)(i) and 4(a)(ii) of the Class A Provisions, or (b) the Company taking or engaging in, directly or indirectly, any of the transactions described in Sections 4(a)(iii) and 4(a)(iv) of the Class A Provisions, the Company shall provide each Class A Holder with notice of such proposed transaction. Section 2.8. Restrictive Legends. (a) A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Upon original issuance thereof and until such time as the same is no longer required hereunder or under Applicable Law, any certificate issued representing any of the shares of Class A Stock or any other Shares held by the Class A Holders (including, without limitation, all certificates issued upon Transfer or in exchange thereof or substitution therefor) shall bear the following restrictive legend: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE STOCKHOLDERS' AGREEMENT, DATED JANUARY 31, 1996, AMONG SPRINT CORPORATION, FRANCE TELECOM AND DEUTSCHE TELEKOM AG, AS FROM TIME TO TIME IN EFFECT, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF SPRINT CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO SPRINT CORPORATION. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS' AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST SPRINT CORPORATION TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH STOCKHOLDERS' AGREEMENT. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE STOCKHOLDERS' AGREEMENT AND NO VOTE OF SUCH SHARES THAT CONTRAVENES SUCH AGREEMENT SHALL BE EFFECTIVE. (b) The certificates representing Shares owned by the Class A Holders (including, without limitation, all certificates issued upon Transfer or in exchange thereof or substitution therefor) shall also bear any legend required under any other Applicable Laws, including state securities or blue sky laws. (c) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Shares owned by the Class A Holders in order to implement the restrictions on Transfer set forth in this Article II. (d) FT and DT shall submit all certificates representing Shares held by FT, DT or any of their respective Affiliates, and shall use commercially reasonable efforts to cause all other Class A Holders to submit all such certificates, to the Company so that the legend or legends required by this Section 2.8 may be placed thereon. (e) The Company shall not incur any liability for any delay in recognizing any Transfer of Shares if the Company in good faith reasonably believes that such Transfer may have been or would be in violation of the provisions of Applicable Law or this Agreement. (f) After such time any of the legends described in this Section 2.8 are no longer required on any certificate or certificates representing Shares owned by the Class A Holders, upon the request of FT or DT or such other Class A Holder the Company will cause such certificate or certificates to be exchanged for a certificate or certificates that do not bear such legend. (g) No Class A Holder may pledge Shares except to a Person that is a bona fide financial institution. Prior to the consummation of a pledge of Shares by a Class A Holder, such Class A Holder shall deliver, or shall cause such prospective pledgee to deliver, an acknowledgment that such pledgee has examined the legend set forth in Section 2.8(a) and understands and agrees that any rights it has with respect to the Shares are subject to those of the Company set forth in this Agreement, including agreeing that (i) no foreclosure on such Shares shall be effected except as permitted by, and in accordance with, the terms of this Agreement, and (ii) under no circumstances shall such pledgee be entitled to exercise voting rights, consent rights or disapproval rights with respect to such Shares, except for the right to vote as a holder of shares of Common Stock if such pledgee owns such Shares after a foreclosure conducted in accordance with the terms hereof. Section 2.9. Reorganization, Reclassification, Merger, Consolidation or Disposition of Shares. The provisions of this Article II shall apply, to the fullest extent set forth herein, with respect to the Shares and to any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise), or any other securities of such entity which have, or which may be converted or exercised to acquire securities which will have, a Vote, that in each case may be issued in respect of, in exchange for, or in substitution of such Shares, including, without limitation, in connection with any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, mergers, consolidations and the like occurring after the date hereof. Section 2.10. Strategic Mergers; Business Combinations; Company Tender for Shares. Notwithstanding anything in this Article II to the contrary, the restrictions on Transfer set forth in this Article II (not including Section 2.9) shall not apply to any conversion or exchange of Shares in connection with a Strategic Merger or any other merger or other business combination not prohibited by the Class A Provisions or a Transfer into a tender offer made by the Company for Shares. Section 2.11. Effect of Proposed Redemption. Following the third anniversary of the Investment Completion Date, the Company shall, prior to redeeming any Shares pursuant to Section 2 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK," provide the Class A Holders with notice of its intention to so redeem such Shares, which notice shall set forth the number of such Shares held by the Class A Holders which are proposed to be redeemed. For a period of 120 days thereafter (as extended day for day for each day that such sales are actually delayed during such time period because (i) the Shares proposed to be redeemed cannot be sold due to the anti-fraud rules of the U.S. securities laws, or (ii) the Company has delayed a proposed registration of such Shares in accordance with Section 1.4 of the Registration Rights Agreement), the Class A Holders shall be entitled, on a pro rata basis in accordance with their respective Committed Percentages, to sell free of the restrictions on Transfer set forth in Section 2.3 hereof (but subject to the provisions of Sections 2.4 and 2.5 hereof) that number of Shares in the aggregate which the Company has proposed to redeem from the Class A Holders. Notwithstanding the foregoing, the Company may elect to redeem Shares held by the Class A Holders during such 120-day period (as so extended) by paying to the Class A Holders the Market Price (as defined in Section 2 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK") (which if the Company has so elected to redeem during such 120- day period (as so extended) shall be modified in accordance with Article IX). ARTICLE III PROVISIONS CONCERNING DISPOSITION OF LONG DISTANCE ASSETS - --------------------------------------------------------- Section 3.1. Offers to FT and DT. (a) Subject to Section 3.5 of this Agreement, (i) after the first to occur of (x) the fifth anniversary of the date of this Agreement and (y) such time as (I) legislation shall have been enacted repealing Section 310, (II) an FCC Order shall have been issued or (III) outside counsel to the Company with a nationally-recognized expertise in telecommunications regulatory matters delivers to each of FT and DT a legal opinion in form and substance reasonably satisfactory to each of FT and DT to the effect that Section 310 does not prohibit FT or DT from owning the Long Distance Assets proposed to be Transferred by the Company, and prior to the earliest to occur of (x) the tenth anniversary of the date of this Agreement, (y) the delivery by FT, DT or any of their Affiliates (or a Permitted Designee (as such term is defined in the Joint Venture Agreement)) of a notice pursuant to Section 17.2(b) of the Joint Venture Agreement indicating the agreement to purchase all of the Sprint Venture Interests (as such term is defined in the Joint Venture Agreement) following an offer by the Company or Sprint Sub pursuant to Section 17.2(a) of the Joint Venture Agreement, and (z) the delivery by the Company and/or Sprint Sub of a notice pursuant to Section 17.3(a) of the Joint Venture Agreement exercising the put right to sell all of their Sprint Venture Interests (as such term is defined in the Joint Venture Agreement) to FT, DT and Atlas (or a Permitted Designee (as such term is defined in the Joint Venture Agreement)), or (ii) during any time in which the rights provided to the Class A Holders under Section 4(b) of the Class A Provisions would be in effect but for the fact that they have been suspended pursuant to Sections 7(b)(ii) or (iii) of the Class A Provisions (each such period described in clause (i) and clause (ii) being a "Restricted Period"), and subject to the right of first offer in favor of FT and DT set forth in Section 3.1(c) hereof, if the Company or any of its Subsidiaries proposes to Transfer (except in a Lien Transfer, an Exempt Long Distance Asset Divestiture or in a sale of all or substantially all of the Company's assets), in a transaction or a series of related transactions, Long Distance Assets with the effect that the Company and its Subsidiaries would no longer own 51 percent or more of the Fair Market Value of the Long Distance Assets owned by them prior thereto (calculated as at the date the Company or such Subsidiary enters into a definitive agreement to effect such Transfer), then the Company must deliver an LD Sale Notice in which it offers to sell at least 51 percent of the Fair Market Value of the Long Distance Assets (calculated as of such date) (and any liabilities to be assumed by the transferee in connection therewith) to FT and DT, in the manner provided in Section 3.1(c), provided that the Company shall not be permitted to deliver such LD Sale Notice (and accordingly may not proceed with such Transfer) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required pursuant to Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, a Transfer to FT and DT of the Specified Long Distance Assets at the price and upon the terms and conditions set forth in the LD Sale Notice. (b) Subject to Section 3.5 of this Agreement, during a Restricted Period, the Company and its Subsidiaries shall not undertake a Lien Transfer unless each creditor or other party which is the beneficiary of any Lien relating to such Lien Transfer (a "Lien Creditor") and the Company execute a legally binding instrument in favor of each of FT and DT in form and substance reasonably satisfactory to each of FT and DT providing that at least 45 days prior to any foreclosure or other execution upon the Long Distance Assets subject to such Lien, such Lien Creditor and the Company shall provide each of FT and DT with notice of such foreclosure or other execution, such notice to constitute an exclusive and, subject to Section 3.2, irrevocable offer (i) for the Company to sell to FT and DT all of such Long Distance Assets at a price equal to the Fair Market Value of such assets, free and clear of any Lien relating to such Lien Transfer, and upon other customary terms and conditions, or (ii) at FT's and DT's option, to permit FT and/or DT to pay to such Lien Creditor all amounts due to it which are secured by such Lien, in which case (x) such Lien Creditor shall release such Lien, (y) FT and DT shall be subrogated to the claims of the Lien Creditor against the Company and shall have all rights of such Lien Creditor against the Company and in respect of such Lien, and (z) the Company shall grant, and take all action necessary to perfect, a Lien in favor of FT and DT in the Long Distance Assets subject to such Lien Transfer, securing the Company's obligations subrogated to FT and DT, provided that the Company shall not be permitted to undertake any such Lien Transfer unless a majority of the Continuing Directors shall have first approved (unless such approval is not required under Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, each of the documents and transactions contemplated by this sentence. FT and DT may exercise their rights hereunder by delivering a notice to the Company at any time prior to any such foreclosure or execution, setting forth which right it wishes to exercise. If FT and DT exercise their rights under clause (i) of the preceding sentence, the provisions of Sections 3.2 and 3.4 of this Agreement shall apply mutatis mutandis. For purposes of this Section 3.1(b), the Fair Market Value of any Long Distance Assets shall be the value of such assets, without regard to the effect of the Liens constituting the Lien Transfer in question, but considering all other Liens on such assets and any other relevant factors, as determined by an investment banking or appraisal firm of internationally recognized standing reasonably satisfactory to the Company and FT and DT, the cost of which shall be borne by the Company. (c) Subject to Section 3.5 of this Agreement, during a Restricted Period, if the Company or any of its Subsidiaries shall propose to Transfer (other than in a Lien Transfer, an Exempt Long Distance Asset Divestiture or in a sale of all or substantially all of the Company's assets), in a transaction or a series of related transactions, Long Distance Assets with a Fair Market Value (calculated as at the date the Company or such Subsidiary enters into a definitive agreement to effect such Transfer) that, when aggregated with the Fair Market Value of all Long Distance Assets previously so Transferred after the date of the Investment Agreement (calculated in each case as of the date the Company or such Subsidiary entered into a definitive agreement to Transfer such Long Distance Assets), equals or exceeds 30 percent of the Fair Market Value of the Long Distance Assets of the Company and its Subsidiaries taken as a whole (calculated as at the date the Company or such Subsidiary enters into a definitive agreement to effect such Transfer), the Company shall first deliver written notice (the "LD Sale Notice") to each of FT and DT stating that the Company proposes to effect such a Transfer and setting forth in reasonable detail (i) the Long Distance Assets proposed to be Transferred (the "Specified Long Distance Assets"), (ii) the price which the Company expects to receive for such assets and (iii) the other material terms and conditions of Transfer (including the assumption of liabilities, if any, by the transferee in connection therewith), provided that the Company shall not be permitted to deliver such LD Sale Notice (and accordingly may not proceed with such Transfer) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required pursuant to Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, a Transfer to FT and DT of the Specified Long Distance Assets at the price and upon the terms and conditions set forth in the LD Sale Notice. The Company shall be entitled to effect such proposed Transfer on terms no less favorable to the Company than as set forth in the LD Sale Notice unless within 30 days of the delivery of the LD Sale Notice to FT and DT, both FT and DT notify the Company in writing of their disapproval of such Transfer. (d) Upon receipt of notice to the Company that both FT and DT have disapproved of such Transfer (an "LD Disapproval Notice"), unless the Company abandons the proposed Transfer and notifies each of FT and DT of such abandonment within thirty Business Days of delivery of an LD Disapproval Notice (in which case the provisions of this Article III shall apply to any subsequent Transfer of the Specified Long Distance Assets), FT and DT, or a Qualified LD Purchaser (in the case of an assignment pursuant to Section 3.2) shall have the exclusive and, subject to Section 3.2, irrevocable right to purchase all, but not less than all, of the Specified Long Distance Assets at the price and upon the terms and conditions (including the assumption of liabilities, if any, by the transferee in connection therewith) set forth in the LD Sale Notice. FT and DT, or a Qualified LD Purchaser (in case of an assignment pursuant to Section 3.2), may exercise the right described in this Section 3.1(d) by delivering notice to the Company setting forth their irrevocable binding commitment to purchase the Specified Long Distance Assets at the price and on the terms and conditions set forth in the LD Sale Notice, subject to compliance with Applicable Laws and the receipt of all required material Third Party Approvals and Governmental Approvals. Such notice must be delivered within 90 days after the date of receipt of the LD Sale Notice, such period to be extended to the earlier to occur of (i) five Business Days following the latest to occur of the next regularly scheduled meetings of the Supervisory Boards of FT, DT and any Qualified LD Purchaser (in case of such an assignment), and (ii) 150 days following the date of receipt of the LD Sale Notice described above (such period, the "LD Option Period"). Section 3.2. Assignment of Rights. At any time during the LD Option Period, upon 45 days' notice (an "Assignment Notice") to the Company, FT and DT may assign the rights described in Section 3.1(c) to one or more Qualified LD Purchasers, provided that FT and DT shall disclose to the Company the identity of each Qualified LD Purchaser and such other relevant information regarding each such Qualified LD Purchaser as the Company may reasonably request prior to assignment of such right. The Company, in its sole discretion, may abandon any Transfer described in its LD Sale Notice delivered pursuant to Section 3.1(c) upon notice to each of FT and DT within 15 days after delivery of an Assignment Notice, in which case the rights described in Sections 3.1(c) and (d) shall automatically be rescinded and of no effect notwithstanding FT's and DT's acceptance thereof, but in such event the Company may not thereafter sell the Specified Long Distance Assets to such Qualified LD Purchaser and may not offer to engage in a transaction involving Long Distance Assets substantially identical to the Specified Long Distance Assets for a period of one year following such abandonment. Any such subsequent transaction within a Restricted Period shall be subject to this Article III. Section 3.3. Timing of Disposition. If FT and DT fail to exercise the rights described in Sections 3.1(c) and (d), the Company may proceed to Transfer the Specified Long Distance Assets, provided that it enters into a legally binding agreement, subject to standard terms and conditions for a purchase contract for assets of the type to be Transferred, to Transfer the Specified Long Distance Assets upon terms no less favorable to the Company than those described in the LD Sale Notice delivered pursuant to Section 3.1 within 150 days after the end of the LD Option Period. If the Company does not obtain such a binding agreement within such time (or if it abandons such Transfer pursuant to Section 3.2), the Company may not engage in a transaction involving substantially identical Long Distance Assets for one year from the date of the LD Sale Notice. Any such subsequent transaction within a Restricted Period shall be subject to this Article III. Section 3.4. Method of Purchase. If FT and DT, or a Qualified LD Purchaser, as the case may be, exercise the right provided in Section 3.1, the closing of the purchase of the Specified Long Distance Assets shall take place within 90 days after the date of exercise of such option, at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York, at 10:00 a.m., New York time, or at such other date, time or place as the Company and FT and DT, or the Qualified LD Purchaser, as the case may be, may agree, subject to the receipt of all necessary material Governmental Approvals, material Third Party Approvals and, if required by Applicable Law, approval of the stockholders of the Company. At such closing, the Company shall deliver to FT and DT, or the Qualified LD Purchaser, as the case may be, bills of sale, assignments, endorsements, releases and such other documents and instruments as may be necessary, or, as determined by counsel to FT and DT, or the Qualified LD Purchaser, as the case may be, appropriate, to convey and vest in the buyer, title to each of the Specified Long Distance Assets to the extent, and in conformity with the terms of such sale, each as specified in the LD Sale Notice. Simultaneously therewith, FT and DT, or the Qualified LD Purchaser, as the case may be, shall deliver to the Company, by wire transfer of immediately available funds to such bank and account as the Company may designate, a cash amount equal to the purchase price of the Specified Long Distance Assets, as set forth in the Company's LD Sale Notice delivered pursuant to Section 3.1(b). In addition to any other obligations which FT and DT may have at such closing, if a Qualified LD Purchaser is to purchase Specified Long Distance Assets at such closing, FT and DT shall certify to the Company that such Qualified LD Purchaser meets the qualifications set forth in this Agreement for being a Qualified LD Purchaser as of the date of such closing. If, notwithstanding the relevant parties' reasonable efforts, the required approvals described in this Section 3.4 have not been received or the parties have not waived the requirement for any such approvals at the time the closing is scheduled to occur hereunder, the closing shall be postponed up to 180 days following the date of such originally scheduled closing or such other time as the parties to such transaction may agree. If by such time all such approvals have not been obtained or the requirement for any such approvals waived by the parties to such transaction, the rights of FT, DT and any Qualified LD Purchaser to purchase such Specified Long Distance Assets shall terminate and the Company shall be entitled to proceed with the proposed Transfer of such assets on the terms set forth in the LD Sale Notice. Section 3.5. Termination of Rights. Unless earlier terminated pursuant to Article VIII(b) hereof, the rights provided in this Article III and Section 7.15 hereof shall terminate, and cease to be of any further force or effect, (a) upon the termination of the Fundamental Rights as to all outstanding shares of Class A Preference Stock or upon the conversion of all of the outstanding shares of Class A Common Stock into Common Stock, in either case pursuant to Section 7(a) (or if all of such Fundamental Rights would have been so terminated or such shares would have been so converted except for the proviso thereto), 7(b), 7(c) or 7(g) of the Class A Provisions, (b) after the Investment Completion Date, if the aggregate Committed Percentage of the Class A Holders shall be below ten percent for more than 180 consecutive days following a Major Issuance, (c) upon a sale of all of the Venture Interests of the Sprint Parties or the FT/DT Parties pursuant to Section 17.2, 17.3, 17.4, 19.3, 20.6 or 20.11 of the Joint Venture Agreement or on the date the Joint Venture is otherwise terminated, in each case other than due to an FT/DT Joint Venture Termination or a Corporation Joint Venture Termination, or (d) prior to the Investment Completion Date, if the outstanding Class A Preference Stock has an aggregate liquidation value of less than $1.5 billion as a result of a Transfer of shares of Class A Preference Stock by a Class A Holder (other than a Transfer contemplated by Section 7.4(b)(i)(y) hereof). In addition, any rights provided in this Article III and Section 7.15 hereof shall be suspended and may not be exercised during any period of time in which the rights provided to the Class A Holders under Section 4(b) of the Class A Provisions are suspended pursuant to clause (iv) of Section 7(b) of the Class A Provisions. ARTICLE IV PROVISIONS CONCERNING CHANGE OF CONTROL - --------------------------------------- Section 4.1. Sale of Assets or Control. So long as shares of Class A Stock are outstanding, but subject to Article VIII of this Agreement, if the Company determines to sell all or substantially all of the assets of the Company or not to oppose a tender offer by a Person other than any Class A Holder or Holders for Voting Securities of the Company representing more than 35 percent of the Voting Power of the Company or to sell Control of the Company or to effect a merger or other business combination, which would result in a Person (other than FT or DT or any of their Qualified Subsidiaries) holding Voting Securities of the resulting entity representing 35 percent or more of the Voting Power of such entity, the Company shall conduct such transaction in accordance with reasonable procedures to be determined by the Board of Directors, and permit FT and DT to participate in that process on a basis no less favorable than that granted any other participant. Section 4.2. Required Share Purchases. If a Person other than FT, DT or any of their respective Affiliates makes a tender offer for Voting Securities of the Company representing not less than 35 percent of the Voting Power of the Company and the terms of such tender offer do not permit the Class A Holders to sell an equal or greater percentage of their Shares as the other holders of Voting Securities of the Company are permitted to sell taking into account any proration, then upon the purchase by such Person of securities representing not less than 35 percent of the Voting Power of the Company in such tender offer, FT, DT and their Qualified Subsidiaries, as a group, shall have the option, exercisable upon delivery of written notice to the Company (or its successor) at any time within 30 days after the termination of the period during which tenders may be made into such tender offer, to sell to the Company, at a price per share (or, if the tender offer period terminates, shares of Class A Preference Stock are outstanding and the Investment Completion Date has not occurred, at a price per number of shares of Class A Preference Stock equal to the price per share that would apply to shares of Common Stock that would be issuable in respect of the related Class A Conversion Shares (assuming that, if the Conversion Price shall not have been Fixed, the Conversion Price is equal to the Target Price)) equal to the price per share of Common Stock offered pursuant to the tender offer, all but not less than all, of the Shares that they were unable to tender on the same basis as the other shareholders, provided, that the Class A Holders shall have no rights pursuant to this Section 4.2 if, at the date of termination of the period during which tenders may be made into such tender offer, the Class A Holders have a right to receive in exchange for all the shares of Class A Stock publicly traded securities with an aggregate Fair Market Value, and/or cash in an amount, not less than the aggregate price per share of Common Stock (or per that number of related Class A Conversion Shares, as the case may be) paid pursuant to the tender offer in a back-end transaction required to be effected within 90 days after the close of the tender offer. ARTICLE V EQUITY PURCHASE RIGHTS - ---------------------- Section 5.1. Right to Purchase. Following the Investment Completion Date, and except as provided in Section 5.7 hereof, each Class A Holder shall have the right (an "Equity Purchase Right") to purchase from the Company (on a pro rata basis reflecting the respective ownership of shares of Class A Stock): (a) except under the circumstances described in clauses (b) and (c) below, if after the Investment Completion Date, the Company shall issue (or sell from treasury) shares of Common Stock (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of the Class A Preference Stock or the Class A Common Stock, that number of additional shares of Class A Preference Stock (if Class A Preference Stock shall then be outstanding) or Class A Common Stock (if no Class A Preference Stock shall then be outstanding) sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to (x) in the case of Class A Common Stock, the Weighted Average Price paid for such shares of Common Stock whose issuance gave rise to such Equity Purchase Right, and (y) in the case of the Class A Preference Stock, the product of the Weighted Average Price paid for such shares of Common Stock multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase; (b) if after the Investment Completion Date the Company shall issue (or sell from treasury) Voting Securities other than Common Stock, or issue shares of Common Stock pursuant to employee benefit plans, arrangements or contracts (other than in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before the Investment Completion Date (including pursuant to employee benefit plans)) or upon the conversion of any securities outstanding on or before the Investment Completion Date other than upon the conversion or exchange of the Class A Preference Stock or the Class A Common Stock, that number of additional shares of Class A Preference Stock (if the Class A Preference Stock shall then be outstanding) or Class A Common Stock (if no Class A Preference Stock shall then be outstanding) sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such Voting Securities, such Shares to be purchased at a per share purchase price equal to (i) in the case of the Class A Common Stock, the Market Price of a share of Common Stock on the date of the issuance which gave rise to such Equity Purchase Right and (ii) in the case of the Class A Preference Stock, the product of the Market Price of a share of Common Stock on such date of issuance, multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase; and (c) if after the Investment Completion Date, the Company shall issue (or sell from treasury) shares of Common Stock in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before the Investment Completion Date (including pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before the Investment Completion Date other than upon the conversion or exchange of the Class A Preference Stock or the Class A Common Stock, that number of additional shares of Class A Preference Stock (if the Class A Preference Stock shall then be outstanding) or Class A Common Stock (if no Class A Preference Stock shall then be outstanding) sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such Voting Securities, such Shares to be purchased at a per share purchase price equal to (i) in the case of Class A Common Stock, the FT/DT Weighted Purchase Price; and (ii) in the case of Class A Preference Stock, the product of the FT/DT Weighted Purchase Price multiplied by the number of Class A Conversion Shares related to such share of Class A Preference Stock outstanding immediately prior to such purchase, provided that Shares purchased hereunder with respect to the issuance of Excess Shares shall be purchased for a per share purchase price equal to (x) in the case of Class A Common Stock, the Weighted Average Price for such Excess Shares and (y) in the case of Class A Preference Stock, the product of the Weighted Average Price for such Excess Shares multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase. As used herein, "Excess Shares" means those shares of Common Stock issued by the Company after the date of the Investment Agreement (other than pursuant to employee benefit plans) in respect of the exercise of rights ("Rights") to purchase Common Stock or similar instruments (except rights issued pursuant to the Rights Agreement) issued after the date of the Investment Agreement and on or prior to the Investment Completion Date that, when aggregated with all other shares of Common Stock which have been issued by the Company after the date of the Investment Agreement in respect of the exercise of Rights issued after the date of the Investment Agreement and on or prior to the Investment Completion Date, exceed five percent of the number of shares of Common Stock outstanding on the date of the Investment Agreement (adjusted to reflect any stock split, subdivision, stock dividend or other reclassification, consolidation or combination of the Company's Voting Securities after the date of the Investment Agreement). Section 5.2. Notice. The Company shall deliver to each Class A Holder (a) written notice of the proposed issuance of any Voting Securities after the Investment Completion Date not less than 15 days prior to such issuance, such notice to describe in reasonable detail the expected Weighted Average Price for such Voting Securities and contain the calculation thereof and (b) written notice of the issuance of such Voting Securities within five days after such issuance, such notice to describe in reasonable detail the Weighted Average Price, Market Price or FT/DT Weighted Purchase Price for such Voting Securities and contain the calculation thereof, provided that no such notices need be given in respect of the issuance of shares of Common Stock to the holders of securities of the Company in accordance with the terms thereof or grants or exercises pursuant to qualified or non-qualified employee benefit plans, arrangements or contracts, in each case as outstanding on the Initial Issuance Date or dividend reinvestment plans or dividend reinvestment and stock purchase plans or, in the case of securities issued after, and qualified or non- qualified employee benefit plans, arrangements and contracts adopted after, such date, if and only if the Class A Holders have been given written notice of the issuance of such securities or the adoption of such plans, arrangements and contracts thirty days prior to the date of such issuance or adoption (such shares of Common Stock collectively hereinafter referred to as the "Option Shares"). The Company shall deliver to each Class A Holder, on the tenth Business Day of each calendar quarter following the Investment Completion Date, written notice of the issuance during the preceding calendar quarter of (i) Option Shares, such notice to describe in reasonable detail the Weighted Average Price, Market Price or FT/DT Weighted Purchase Price for such Option Shares and contain the calculation thereof and the securities or plans, arrangements or contracts to which they relate and (ii) shares of Class A Stock to each Class A Holder pursuant to Section 7.3(c) hereof, such notice to set forth the purchase price for such shares of Class A Stock and the calculation thereof. Section 5.3. Manner of Exercise; Manner of Payment. The Class A Holders may exercise their Equity Purchase Rights by written notice to the Company delivered prior to the thirtieth day after the date of the related post- issuance notice provided for in Section 5.2 hereof, or as provided in Section 7.3, as the case may be. Payment for the additional Shares purchased or subscribed for by Class A Holders which exercise their Equity Purchase Rights shall be made as provided in Section 5.6 hereof or as otherwise may be agreed by the Company and the exercising Class A Holder or Holders. The total number of Shares issuable upon such exercise shall be issued and delivered to the appropriate Class A Holder against delivery to the Company of the cash and any notes therefor as provided in Section 5.6 hereof or as otherwise may be agreed by the Company and the exercising Class A Holder or Holders. Section 5.4. Adjustments. If the Class A Holders, upon exercise of their Equity Purchase Rights, are issued Shares on a date after the date the related Voting Securities are issued (a) the per share purchase price paid by the Class A Holders shall be reduced to reflect the Fair Market Value of any dividend or distribution made in respect of each such Voting Security prior to such issuance and (b) such purchase price and the number of Shares purchased shall be appropriately adjusted to reflect any stock split, stock dividend or other combination or reclassification of the Common Stock, Class A Preference Stock or Class A Common Stock, as the case may be, during such time. Section 5.5. Closing of Purchases. The closing of purchases of Shares pursuant to the exercise of Equity Purchase Rights by the exercising Class A Holder shall take place on a date specified by the exercising Class A Holder, which date shall be within 30 days after the exercise of such Equity Purchase Rights, at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New York, at 10:00 a.m., New York City time, or at such other date, time or place as the Company and such exercising Class A Holder may otherwise agree. At such closing: (a) the Company shall deliver, or cause to be delivered, to such exercising Class A Holder, certificates representing the shares of Class A Stock to be purchased by such exercising Class A Holder, in the name of such holder, against payment of the purchase price therefor, as provided below; (b) such exercising Class A Holder shall deliver to the Company an amount (the "Equity Purchase Price") equal to the product of (i) the applicable price per share determined pursuant to Section 5.1 of this Agreement and (ii) the number of Shares to be acquired by such exercising Class A Holder. Section 5.6. Terms of Payment. Payment for Shares purchased from the Company pursuant to Section 5.1 hereof or Article VI hereof shall be made as follows: (a) if the aggregate amount to be paid to the Company is less than $200 million, payment shall be made by the Class A Holder, or Qualified Stock Purchaser or Purchasers, as the case may be, in cash by wire transfer to such account as the Company may reasonably designate; (b) if the amount to be paid to the Company is equal to or greater than $200 million and less than $500 million, not less than $200 million shall be paid in cash by the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, by wire transfer to such account as the Company may reasonably designate and the remainder, if any, shall be paid in two equal annual installments beginning on the first anniversary of the date of such purchase, the respective obligations of the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, to pay such installments to be evidenced by Class A Holder Eligible Notes; or (c) if the amount to be paid to the Company is equal to or greater than $500 million, not less than $200 million shall be paid in cash by the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, by wire transfer to such account as the Company may reasonably designate within 30 days after such date of notice, and the remainder shall be paid in Class A Holder Eligible Notes of the Class A Holders, or Qualified Stock Purchaser or Purchasers, as the case may be, one-third of such amount in Class A Holder Eligible Notes maturing within one year after the date of such purchase, one- third of such amount in Class A Holder Eligible Notes maturing within two years of such date, and one-third of such amount in Class A Holder Eligible Notes maturing within three years of such date. Section 5.7. Suspension of Equity Purchase Rights. If at any time (a) the number of Voting Securities of the Company Beneficially Owned in the aggregate by FT, DT and their Affiliates and Associates exceeds the applicable Percentage Limitation as set forth in the Standstill Agreement (without regard to Section 2.3 of such agreement), or (b) the number of Voting Securities of the Company Beneficially Owned in the aggregate by any Qualified Stock Purchaser and its Affiliates and Associates exceeds the applicable Percentage Limitation as set forth in the Qualified Stock Purchaser Standstill Agreement applicable to such Qualified Stock Purchaser (without regard to Section 2.2 of such agreement), the Company may by giving notice to the Class A Holders whose aggregate Beneficial Ownership exceeds such applicable Percentage Limitation specified in clauses (a) and (b) of this Section 5.7 suspend the right of such Class A Holders to purchase additional shares of Class A Stock pursuant to this Agreement or otherwise until such time as any such purchase (including any purchase pursuant to Section 7.3 hereof) would not result in the aggregate Beneficial Ownership of the affected Class A Holders exceeding such Percentage Limitation applicable to such Class A Holders. ARTICLE VI HOLDINGS BY MAJOR COMPETITORS - ----------------------------- Until the tenth anniversary of the Initial Issuance Date, if a Major Competitor of FT or DT or of the Joint Venture obtains a Percentage Ownership Interest of 20 percent or more as a result of a Strategic Merger, the Class A Holders shall have the right to commit within the later of (a) 30 days following the consummation of such Strategic Merger, and (b) 30 days following the Fixed Closing Date to purchase from the Company (or its successor in such Strategic Merger) and, upon such commitment, the Company or such successor shall be obligated to sell to the Class A Holders after the Investment Completion Date, subject to Applicable Law and the receipt of any required material Governmental Approvals, a number of shares of Class A Preference Stock (if the Class A Preference Stock shall then be outstanding) or Class A Common Stock (if no Class A Preference Stock shall then be outstanding) such that the aggregate Committed Percentage of the Class A Holders shall be equal to the Percentage Ownership Interest of such Major Competitor of FT or DT following consummation of such Strategic Merger, such Shares to be purchased at a per share price equal to (i) in the case of Class A Common Stock, the Weighted Average Price paid by such Major Competitor; and (ii), in the case of Class A Preference Stock, the product of such Weighted Average Price and the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to the date of such purchase, provided that to the extent the purchase of Shares pursuant to this Article VI would violate the provisions of Section 310, the Class A Holders shall have the right to assign to one or more non-Alien Qualified Stock Purchasers the right to purchase such Shares from the Company if such Class A Holders assigning such rights to a non-Alien Qualified Stock Purchaser cause such Qualified Stock Purchaser to execute an undertaking in accordance with Section 7.2 of this Agreement. Shares purchased from the Company pursuant to this Article VI shall be purchased and paid in accordance with Sections 5.4, 5.5 and 5.6 of this Agreement, mutatis mutandis, provided that if the Class A Holders exercise their rights to purchase Shares from the Company hereunder on or before the date on which they are required to notify the Company of the exercise of their right to purchase Optional Shares pursuant to Section 2.5 of the Investment Agreement, such Shares shall be purchased at a closing to occur concurrently with the Optional Shares Closing. ARTICLE VII COVENANTS - --------- Section 7.1. Reservation and Availability of Capital Stock. The Company covenants and agrees that it will cause to be reserved and kept available, out of the aggregate of its authorized but unissued shares of Class A Common Stock, Class A Preference Stock and Common Stock and its issued shares of Common Stock held in its treasury, for the purpose of effecting the conversion of shares of Common Stock, Class A Preference Stock and Class A Common Stock contemplated under the Articles, the full number of shares of (a) Common Stock then deliverable upon the conversion of all outstanding shares of Class A Common Stock and Class A Preference Stock, (b) Class A Common Stock then deliverable upon the conversion of all outstanding shares of Class A Preference Stock, and (c) Class A Common Stock and Class A Preference Stock then deliverable upon conversion of all of the shares of Common Stock, in the case of each of clauses (a), (b) and (c) that the Class A Holders are permitted to acquire hereunder and under the Investment Agreement, the Articles and the Standstill Agreement. Section 7.2. Assignee Purchasers. As a condition to the assignment of rights to purchase shares of Class A Preference Stock or Class A Common Stock to a Qualified Stock Purchaser pursuant to Article VI hereof or pursuant to the Standstill Agreement, FT and DT shall cause such Qualified Stock Purchaser to agree in writing to be bound by the terms and conditions of this Agreement and a Qualified Stock Purchaser Standstill Agreement pursuant to an instrument of assumption substantially in the form of Exhibit C hereto and such Qualified Stock Purchaser thereby shall become a party to this Agreement. Section 7.3. Automatic Exercise of Rights; Method of Purchase. (a) From and after the Investment Completion Date, the Class A Holders, at their option, may lend to the Company, and the Company shall borrow, in the aggregate up to an amount specified in writing from time to time to the Company by the Class A Holders, which amount has been determined in good faith by the Class A Holders to be reasonably necessary to cover the purchase price payable by them in connection with their exercise of equity purchase rights pursuant to Section 5.1 with respect to Option Shares to be issued during the succeeding three-month period (the "Exercise Amount"), and from time to time at the option of the Class A Holders, the Class A Holders may lend to the Company, and the Company shall borrow from the Class A Holders in the aggregate (pro rata from each Class A Holder in accordance with its relative Committed Percentage at the time of such borrowing), an amount equal to the difference between the Exercise Amount and the amount then outstanding on such loans from the Class A Holders. All loans hereunder shall be evidenced by notes ("Company Stock Payment Notes") satisfactory in form and substance to each party hereto. (b) For so long as the Class A Holders are entitled to purchase Shares pursuant to Section 5.1, subject to subsections (c), (e) and (f) of this Section 7.3, each Class A Holder holding a Company Stock Payment Note hereby agrees to exercise its rights to purchase from the Company, and shall so purchase and the Company shall sell, shares of Class A Preference Stock (or, if no shares of Class A Preference Stock shall then be outstanding, Class A Common Stock) pursuant to Section 5.1 hereof upon, and simultaneously with, any issuance of Option Shares. (c) For so long as the Class A Holders are entitled to purchase Shares pursuant to Section 5.1, subject to subsections (e) and (f) of this Section 7.3, contemporaneously with each issuance of Option Shares, (i) the Company shall either (A) deliver, or cause to be delivered, to each Class A Holder a stock certificate bearing the legends set forth in Section 2.8 of this Agreement, registered in the name of such Class A Holder on the stock ledger of the Company and representing the number of Shares which such Class A Holder is entitled to purchase pursuant to Section 5.1 hereof as a result of such issuance of Option Shares, or (B) cause the Company's transfer agent to reflect on its books and records the ownership by such Class A Holder of an additional number of Shares representing the number of Shares which such Class A Holder is entitled to purchase pursuant to Section 5.1 hereof as a result of such issuance of Option Shares; and (ii) pursuant to the terms of the Company Stock Payment Notes, (x) the Company shall repay (in accordance with the procedures set forth in clause (y), below) a portion of the principal of such Company Stock Payment Notes equal to the amount of the purchase price for such Shares (as determined in accordance with Section 5.1 hereof) (a "Mandatory Payment Amount"), provided that the Company shall hold such Mandatory Payment Amount in trust for the benefit of such exercising Class A Holder, subject to clause (y) below, and (y) simultaneously with such payment, the Company shall apply such Mandatory Payment Amount to the payment of such purchase price, provided that no such purchase of Shares shall occur if the unpaid principal amount of Company Stock Payment Notes held by the exercising Class A Holder represents insufficient funds to pay such purchase price in its entirety, in which case no reduction in the unpaid principal amount of the Company Stock Payment Notes held by such exercising Class A Holder shall occur. (d) Subject to subsections (c), (e) and (f), the provisions of this Section 7.3 shall be deemed to comply with all the requirements of Article V hereof with respect to the exercise of such rights relating to the issuance by the Company of Option Shares and no further notices must be delivered or action be taken pursuant to this Agreement on the part of any of the Class A Holders or the Company in order to effectuate the exercise of such rights. (e) This Section 7.3 shall become immediately inoperative and of no force and effect with respect to any Class A Holder (i) upon delivery by such Class A Holder to the Company of a notice to that effect, or (ii) if, with respect to such Class A Holder, ownership of at least 10% of the Voting Securities of the Company by such Class A Holder is not a necessary condition or sufficient condition to obtaining a Treaty Benefit, as determined in a manner identical to that set forth in Sections 2(a)(iii)(2), (3), (4) and (5) of ARTICLE FIFTH of the Articles with respect to the termination of the provisions of Section 2(a)(iii)(1) of such ARTICLE FIFTH provided that this Section 7.3 thereafter shall become operative and of full force and effect with respect to such Class A Holder (i) if this Section 7.3 is not at that time of no force and effect pursuant to clause (ii) of this Section 7.3(e), upon delivery by such Class A Holder to the Company of a notice to that effect or (ii) if, with respect to such Class A Holder, ownership of at least 10% of the Voting Securities of the Company by such Class A Holder is a necessary condition or sufficient condition to obtaining a Treaty Benefit, as determined in a manner identical to that set forth in Sections 2(a)(iii)(2), (3), (4) and (5) of ARTICLE FIFTH of the Articles with respect to the termination of the provisions of Section 2(a)(iii)(1) of such ARTICLE FIFTH. (f) The rights and obligations of the Class A Holders and the Company under this Section 7.3 shall terminate upon the conversion of all outstanding shares of Class A Common Stock or the termination of the Fundamental Rights as to all outstanding shares of Class A Preference Stock, as the case may be, as provided in Section 7 of the Class A Provisions, provided that such termination shall not affect any rights of the Class A Holders to payment under any Company Stock Payment Notes then outstanding. Section 7.4. Procedures for Redemption. (a) If the aggregate percentage of Shares Beneficially Owned by the Class A Holders is less than the percentage permitted under Section 310 to be Beneficially Owned by Aliens, the Company will not redeem any Shares Beneficially Owned by the Class A Holders pursuant to ARTICLE SIXTH, GENERAL PROVISIONS RELATING TO ALL STOCK, Section 2 of the Articles, provided that notwithstanding the foregoing, the Company may, after consultation in good faith with each of the Class A Holders to consider alternatives to such redemption, redeem Shares Beneficially Owned by the Class A Holders if and to the extent that the outstanding shares of such Class A Preference Stock, or Class A Common Stock, as the case may be, represent Votes constituting greater than 20% of the aggregate Voting Power of the Company at such time, and if, after considering all reasonable alternatives, the failure to redeem such Shares would have a material adverse effect on the Company as reflected in a resolution certified to the Class A Holders by a determination made in good faith by the Independent Directors. (b) (i) If at any time the Company should invoke its right to redeem its capital stock, the Company shall unless prohibited by Applicable Law first designate for redemption capital stock other than shares of Class A Stock, before designating for redemption any shares of Class A Stock, provided that prior to the Fixed Closing Date (x) the Company shall have no right to redeem shares of Class A Preference Stock pursuant to the Articles to the extent that such redemption would reduce the aggregate liquidation value represented by the outstanding Class A Preference Stock to below $1.5 billion, but (y) in such circumstance, if the Votes represented by the outstanding Class A Preference Stock exceed 20% of the aggregate Voting Power of the Company, the Company shall have the right to purchase from the Class A Holders for a per share price equal to the Liquidation Preference thereof (as adjusted to comply with the requirements of Article IX hereof) such number of shares of Class A Preference Stock as in the reasonable good faith judgment of the Board of Directors is necessary to comply with the requirements of Section 310, provided that (a) the Company may purchase Shares only to the extent the outstanding Class A Preference Stock represents in excess of 20% of the aggregate Voting Power of the Company, (b) this Agreement, the Investment Agreement and the Articles as amended by the Amendment shall be modified so as to maintain the rights of the Parties hereunder and thereunder (including, without limitation, appropriate modifications for durations of disapproval rights) and (c) the Company shall not purchase any Shares from the Class A Holders pursuant to this clause (y) unless a majority of the Continuing Directors shall have first approved (unless such approval is not required pursuant to Section 11.13), at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of Class A Preference Stock from the Class A Holders. (ii) If the Company issues Redemption Securities in full or partial payment of the redemption price for shares of Class A Stock in a circumstance in which Section 7.4(b)(i) hereof or Section 2(f) of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" requires adjustment under Article IX of this Agreement, then principal payments under such Redemption Securities shall be adjusted to comply with the requirements of Article IX such that the Class A Holders shall receive an amount equal to the principal amount of such Redemption Securities. (c) The Company shall take all reasonable measures to permit the Class A Holders to obtain or maintain their Percentage Ownership Interest in accordance with Applicable Laws of the United States, including applying for a waiver of the restrictions on Alien ownership set forth in Section 310 if there is a reasonable possibility of obtaining such a waiver. (d) (i) On or prior to the third anniversary of the Investment Completion Date, the Company shall have the right, at any time during which the Company has the right pursuant to Section 7.4(a) hereof to redeem shares of Class A Preference Stock or Class A Common Stock, as the case may be, in accordance with Section 2 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" and following a determination by the Board of Directors that such redemption is necessary or advisable to comply with the requirements of Section 310, to deliver a notice (a "Required Sale Notice") to the Class A Holders requiring them to sell (a "Surplus Shares Sale") that number of shares of Class A Stock (the "Surplus Shares") necessary so that, immediately following such Surplus Shares Sale, the aggregate Percentage Ownership Interest of the Class A Holders shall be 20% or such greater percentage specified in such notice as being necessary or advisable for the Class A Holders to attain in order to comply with the requirements of Section 310. (ii) Upon receipt of the Required Sale Notice, the Class A Holders shall sell the Surplus Shares in third party or open market sales. The Surplus Shares Sale shall be conducted as promptly as practicable following receipt of the Required Sale Notice, but in no event later than 120 days following the date of receipt thereof, as extended day for day for each day that such sales are actually delayed during such time period because (i) the Surplus Shares cannot be sold due to the anti-fraud rules of the U.S. securities laws, or (ii) the Company has delayed a proposed registration of the Surplus Shares in accordance with Section 1.4 of the Registration Rights Agreement. (iii) Each Class A Holder selling Surplus Shares shall, promptly upon the conclusion of the Surplus Shares Sale, deliver to the Company a notice stating that such Surplus Shares Sale has been concluded and indicating the total amount of consideration received therefrom (the "Total Realized Amount") for the Surplus Shares sold in such sale. Following receipt of such notice, the Company shall pay (a "Supplementary Payment") to each Class A Holder selling Surplus Shares the excess, if any, of the aggregate Formula Price applicable to such Surplus Shares over the Total Realized Amount (in each case as modified to comply with the requirements of Section 9.2). Section 7.5. Joint Action by FT and DT. (a) The ratio of the aggregate Percentage Ownership Interest of one of FT or DT (and its Qualified Subsidiaries) to the aggregate Percentage Ownership Interest of the other of FT or DT (and its Qualified Subsidiaries) (i) until the Investment Completion Date shall be 1 to 1, and (ii) thereafter shall not be greater than 3 to 2 (in each case, the "Applicable Ratio"). (b) FT and DT shall vote, and shall cause each of their respective Qualified Subsidiaries to vote, all shares of Class A Stock held by them as a single block on all matters. Section 7.6. Compliance with Tax Laws. FT and DT shall furnish the Company or its paying agent any certification, information return, documentation or other form that they are entitled to furnish and that is required under Applicable Law to establish the applicability of, or relief or exemption from, United States withholding taxes. Section 7.7. Compliance with Security Requirements. To the extent that, in connection with a United States government contract, an agency of the United States government or a contractor requires the Company to restrict access to any properties or information reasonably related to such contract on the basis of Applicable Law with respect to United States national security matters and to the extent that other Applicable Law requires the Company to restrict access to any properties or information and, in accordance with such restrictions, access to certain properties or information may not be given to any Director elected by the Class A Holders without appropriate security clearance, such Director will not be given access to such properties or information and may not participate in deliberations of the Board of Directors or the board of directors of any of the Company's Subsidiaries in which such information with respect to such properties is disclosed. Any such exclusion shall be reflected accurately in the minutes of such deliberations. Without limiting the generality of the foregoing, no Class A Director shall (i) have access to classified information or controlled unclassified information entrusted to the Company except as permissible under the United States Department of Defense Industrial Security Program (the "DISP") and applicable United States laws and regulations, (ii) either seek or accept classified information or controlled unclassified information entrusted to the Company, except as permissible under the DISP or applicable United States laws and regulations, or (iii) fail to advise any committee established by the Company to monitor compliance with national security matters promptly if such Class A Director reasonably believes any violations or attempted violations of, or actions inconsistent with, Applicable Laws or contractual provisions relating to national security matters have occurred. Section 7.8. Major Issuances. (a) At least 90 days before the consummation, directly or indirectly, by the Company of any Major Issuance to be effected on or after the second anniversary of the Initial Issuance Date and prior to the fifth anniversary of the Initial Issuance Date, the Company shall deliver to each Class A Holder a notice of such proposed Major Issuance. If there is a written notice signed by FT and DT disapproving such proposed Major Issuance within 75 days of the delivery of such notice and the Company nevertheless effects such Major Issuance, the Class A Holders may elect to be released from the Transfer Restrictions or elect after the earlier of the Fixed Closing Date and the Investment Completion Date, to maintain an aggregate Committed Percentage of at least ten percent as provided in subsection (b) of this Section 7.8. (b) If the aggregate Committed Percentage of the Class A Holders falls below ten percent because of a Major Issuance, in addition to Equity Purchase Rights (if applicable) and the rights under Section 2.5 of the Investment Agreement (if applicable), within the later of (i) 180 days after such Major Issuance, and (ii) 180 days after the Fixed Closing Date, the Class A Holders may deliver to the Company a written notice in which each Class A Holder commits to the Company to purchase from third parties, within three years after the later of such notice or the Investment Completion Date, a number of shares of Common Stock sufficient to increase the aggregate Committed Percentage of all Class A Holders to at least ten percent based on the Voting Power of the Company as at the date of such notice. (c) Upon delivery of notice to the Company by each of the Class A Holders following a Major Issuance committing each such Class A Holder not to exercise its Equity Purchase Rights in respect of a Major Issuance or its related rights provided in subsection (b) of this Section 7.8, the Class A Holders shall automatically and without any further action on their part be released from the Transfer Restrictions. Section 7.9. Participation by Class A Directors in Certain Circumstances. If the Joint Venture Agreement is terminated, the Company may exclude the Class A Directors from deliberations of the Board of Directors that a majority of the Independent Directors, in their good faith judgment, believe involve (a) sensitive information relating to the Company and its relationship to FT or DT or the Company's activities that are competitive with the activities of FT or DT, or (b) matters in which such Class A Directors or the Class A Holders otherwise have conflicts of interest with the Company. Any such exclusion shall be reflected accurately in the minutes of such deliberations. Section 7.10. Spin-offs. Prior to consummating any Exempt Long Distance Asset Divestiture (before the end of the Restricted Period described in Section 3.1(a)(i) hereof) or Exempt Asset Divestiture (before the second anniversary of the Initial Issuance Date) in each case involving a Spin-off, (a) the Company shall cause the entity whose equity interests are to be distributed in such Spin-off to (i) if such Spin-off occurs after the Initial Issuance Date and before the later to occur of the date of the Optional Shares Closing and the Investment Completion Date, execute an investment agreement (or its equivalent) with respect to the spun-off entity (the "Spin-Off Investment Agreement") with FT, DT and any of its Qualified Subsidiaries that are party to the Investment Agreement at the time of such Spin-off containing terms which are no less favorable to FT and DT than those set forth in the Investment Agreement; (ii) execute agreements with each of FT, DT and their respective Qualified Subsidiaries at the time of such Spin-off no less favorable to FT and DT than this Agreement, the Registration Rights Agreement, the Standstill Agreement, the FT Investor Confidentiality Agreement and the DT Investor Confidentiality Agreement (the "Principal Investment Documents"); and (iii) adopt bylaws no less favorable to FT and DT than the Bylaws. (b) each of FT, DT and their respective Qualified Subsidiaries that are Class A Holders shall have been afforded a reasonable opportunity (and in no event less than 90 days) to review and approve such Principal Investment Documents, following delivery of such documents prepared in substantial conformity with the requirements of this Section 7.10, provided that, unless FT, DT and their respective Qualified Subsidiaries shall have delivered a notice to the Company, prior to the end of the forty-fifth day following delivery of such documents, stating that such documents were not prepared in substantial conformity with the requirements of this Section 7.10, such documents shall be deemed to have been prepared in substantial conformity with this Section 7.10. Following the expiration of the period provided in clause (b) of this Section 7.10, each of FT, DT and their respective Qualified Subsidiaries shall execute and deliver the Spin-Off Investment Agreement (if applicable) and such Principal Investment Documents, provided that if each such party does not so execute and deliver such Principal Investment Documents, the Company shall nonetheless have the right to proceed with such Spin-off and the Company shall have no obligation to provide to such Class A Holders securities of such Spin-off Entity with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in the Articles and the Bylaws. The rights and obligations of the parties hereto under this Section 7.10 shall be suspended or terminate, and cease to be of any further force or effect, (a) with respect to any proposed Spin-off of a Subsidiary of the Company which, directly or indirectly, owns Long Distance Assets, upon the suspension or termination, as the case may be, of the rights of the Class A Holders under Article III hereof; and (b) with respect to any proposed Spin-off of a Subsidiary of the Company other than a Subsidiary which, directly or indirectly, owns Long Distance Assets, upon the suspension or termination, as the case may be, of the rights of the Class A Holders pursuant to Article VIII hereof. Section 7.11. FCC Licenses. The Company shall not hold directly any Licenses from the FCC, if the holding of such Licenses by the Company would result in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Section 7.12. Issuance of Class A Stock. So long as the Class A Holders own any shares of Class A Stock, the Company shall not issue any shares of Class A Stock to any Person other than FT, DT, their respective Qualified Subsidiaries and Qualified Stock Purchasers. Section 7.13. Defeasance of Fifth Series. If at any time following the Initial Issuance Date, the consolidated net worth of the Company and its Subsidiaries taken as a whole, determined in accordance with Generally Accepted Accounting Principles as applied in the Company's most recent financial statements included in a filing with the SEC, shall be less than $1 billion, the Company shall defease the Fifth Series of the Preferred Stock, by any means reasonably acceptable to FT and DT. Section 7.14. Continuing Directors. The Company shall maintain at least seven Continuing Directors on the Board of Directors at all times. Section 7.15. Long Distance Business. Except as otherwise required or permitted by this Agreement, the Other Investment Documents, the Articles as amended by the Amendment or the Joint Venture Documents, the Company shall not hold in the Local Exchange Division, the Cellular and Wireless Division or any other division of the Company other than the Long Distance Division assets which are primarily used, or held primarily for use, in or for the benefit of the Long Distance Business, except for assets that in the aggregate are not material to the operation of the Long Distance Business. Section 7.16. Intellectual Property. In any sale of 51% of the Fair Market Value of the Long Distance Assets required by the last sentence of Section 3.1(a) hereof, the Company shall use its reasonable efforts to grant to such Person a non-exclusive, perpetual and worldwide license upon commercially reasonable terms to use all intellectual property not included in the definition of Long Distance Assets owned or licensed by the Company which is reasonably necessary to utilize fully the Long Distance Assets so purchased; provided, however, that the Company shall have no obligation to license the "Sprint" brand name or any other brand names, tradenames or trademarks owned or licensed by the Company or any of its Subsidiaries. Section 7.17. Rights Plan Events. The notice described in Section 7(p) of the Class A Provisions, upon the Distribution Date (as defined in the Rights Agreement), shall constitute an irrevocable and continuing waiver of any right that FT, DT or the Class A Holders may have to disapprove the Cellular Spin-off under this Agreement, the Articles, the Other Investment Documents or any document or agreement relating thereto. If such notice is delivered, then within 90 days following the Distribution Date the Company and the Class A Holders shall execute a Spin-off Investment Agreement and Principal Investment Documents with respect to the Cellular Spin-off in accordance with Section 7.10 hereof, mutatis mutandis. ARTICLE VIII TERMINATION OF CERTAIN RIGHTS - ----------------------------- (a) The rights of the Class A Holders under Articles IV, V and VI and Sections 7.3, 7.4, 7.8, 7.11 and 7.13 hereof shall terminate: (i) if at any time after the Investment Completion Date, the aggregate Committed Percentage of the Class A Holders is below ten percent (x) for more than 180 consecutive days or (y) immediately following a Transfer of Class A Stock by a Class A Holder; (ii) upon the conversion of all of the outstanding shares of Class A Common Stock into shares of Common Stock or a termination of the Fundamental Rights as to all outstanding shares of Class A Preference Stock, in either case pursuant to Sections 7(b), 7(c), 7(d) or 7(g) of the Class A Provisions; (iii) upon a sale of all of the Venture Interests of the Sprint Parties or the FT/DT Parties pursuant to Section 17.2, 17.3, 17.4, 19.3, 20.6 or 20.11 of the Joint Venture Agreement or on the date on which the Joint Venture is otherwise terminated, in each case other than due to an FT/DT Joint Venture Termination or a Corporation Joint Venture Termination, provided that the rights of the Class A Holders under Sections 7.3, 7.8(b) and 7.13 hereof and Article V hereof shall terminate on the third anniversary of the date of such sale or termination; (iv) upon the consummation of a transaction involving a Change of Control within the meaning of clause (a) of the definition of Change of Control; or (v) if at any time prior to the Investment Completion Date, the aggregate liquidation value of the Class A Preference Stock is less than $1.5 billion as a result of a Transfer of shares of Class A Preference Stock by a Class A Holder (other than a Transfer contemplated by Section 7.4(b)(i)(y) hereof). (b) The rights of the Class A Holders under Articles III, IV, V and VI hereof, and Sections 7.3, 7.8, 7.13 and 7.15 hereof, shall terminate upon (i) the conversion of all of the outstanding shares of Class A Common Stock into shares of Common Stock or (ii) the termination of the Fundamental Rights as to all outstanding shares of Class A Preference Stock, in either case pursuant to Section 7(h) of the Class A Provisions. (c) The rights of the Class A Holders under Articles IV and VI hereof and Sections 7.4, 7.8, 7.11 and 7.13 hereof shall be suspended and may not be exercised during any period of time in which the rights provided to the Class A Holders under Sections 4 (except Sections 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions are suspended pursuant to Section 7(b) of the Class A Provisions. (d) The rights of a Qualified Stock Purchaser under Articles IV, V and VI hereof and Sections 7.3, 7.4, 7.8, 7.11 and 7.13 hereof shall terminate upon (i) the conversion of the outstanding shares of Class A Common Stock owned by such Qualified Stock Purchaser into Common Stock or, (ii) the termination of the Fundamental Rights as to the shares of Class A Preference Stock owned by such Qualified Stock Purchaser, in either case pursuant to Section 7(k) of the Class A Provisions, and the rights of a Qualified Stock Purchaser under Articles IV and VI hereof and Sections 7.4, 7.8, 7.11 and 7.13 hereof shall be suspended and may not be exercised during any period of time in which the rights provided to such Qualified Stock Purchaser under Sections 4 (except Sections 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions are suspended pursuant to Section 7(k) of the Class A Provisions. ARTICLE IX TAX INDEMNIFICATION - ------------------- Section 9.1. Indemnification for Company Purchase. If the Company purchases Shares held by a Class A Holder under Section 2.5 or 7.4 of this Agreement or Section 2(f) of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" or Section 3(a) of the Class A Provisions (a "Company Purchase") in the context where such Sections provide that such purchase price or redemption price be modified in accordance with this Article IX and as a result thereof such Class A Holder (together with any Class A Holder described in Section 9.2, an "Indemnitee") incurs U.S. federal income taxes in excess of the U.S. federal income taxes it would have incurred had it sold such Shares to a third party unrelated to the Company or its Affiliates at the applicable price set forth in such Section or Article (such sale to an unrelated third party, an "Unrelated Party Sale" and such excess U.S. federal income taxes, "Excess Taxes"), the Company shall indemnify and hold harmless such Indemnitee on an after-tax basis from and against such Excess Taxes. For purposes of the preceding sentence, the taxes that would have been incurred in an Unrelated Party Sale shall be net of any refund of Taxes that would have been obtained had withholding under Section 1445 of the Code (or any successor provision) applied to such Unrelated Party Sale. If Excess Taxes are imposed through withholding at the source, the Company shall pay, in connection with the applicable Company Purchase, such additional amounts as may be necessary such that after deduction or withholding of all such Excess Taxes (including taxes imposed on such additional amounts), the Indemnitee receives the amount it would have received had no such Excess Taxes been imposed. The Company shall promptly furnish to the applicable Indemnitee an appropriate receipt for the payment of any taxes imposed through withholding. Section 9.2. Indemnification for Supplementary Payments. If the Company makes a Supplementary Payment to a Class A Holder in respect of Shares disposed of pursuant to Section 7.4(d) of this Agreement or a Requested Sale Supplementary Payment pursuant to Section 3(a) of the Class A Provisions and as a result thereof such Class A Holder incurs taxes in connection with the transaction contemplated in such Section 7.4(d) or such Section 3(a), as the case may be, in excess of the taxes it would have incurred had such Class A Holder sold such Shares in an Unrelated Party Sale for the Formula Price in the case of a transaction contemplated by Section 7.4 or for the aggregate Liquidation Preference of such Shares in the case of a transaction contemplated by such Section 3(a) (such excess taxes, "Section 9.2 Excess Taxes"), the Company shall indemnify and hold harmless such Class A Holder on an after-tax basis from and against such Section 9.2 Excess Taxes. For purposes of the preceding sentence, the taxes that would have been incurred in an Unrelated Party Sale at the Formula Price or at the aggregate Liquidation Preference, as the case may be, shall be net of any refund of taxes that would have been obtained had withholding under Section 1445 of the Code (or any successor provision) applied to such Unrelated Party Sale. Section 9.3. Rebate of Indemnity. Within nine months after the end of each of the five consecutive taxable years of an Indemnitee starting with the taxable year in which the Company has paid any amounts pursuant to Sections 9.1 or 9.2 in respect of such Indemnitee (a "Company Tax Payment"), such Indemnitee shall determine whether it is in a better after-tax economic position as a result of such Company Tax Payment than it would have been in had such Indemnitee (a) in the case of a Company Tax Payment pursuant to Section 9.1, sold the Shares purchased by the Company in an Unrelated Party Sale or (b) in the case of a Company Tax Payment pursuant to Section 9.2, sold the Shares disposed of pursuant to Section 7.4(d) of this Agreement or Section 3(a) of the Class A Provisions, as the case may be, in an Unrelated Party Sale at the Formula Price in the case of a disposition pursuant to Section 7.4(d) or at the aggregate Liquidation Preference of such Shares in the case of a disposition pursuant to such Section 3(a) (the amount of such difference in after-tax economic positions under the preceding clauses (a) or (b), a "Windfall Benefit"). The applicable Indemnitee shall promptly thereafter pay to the Company all or a portion of such Windfall Benefit so that, after taking into account all prior such payments and the tax consequences of making all such payments, such Indemnitee is in the same after-tax economic position that it would have been in had it (a) in the case of a Company Tax Payment pursuant to Section 9.1, sold the Shares purchased by the Company in an Unrelated Party Sale or (b) in the case of a Company Tax Payment pursuant to Section 9.2, sold the Shares disposed of pursuant to Section 7.4(d) of this Agreement in an Unrelated Party Sale at the Formula Price, or at the aggregate Liquidation Preference of such Shares in the case of a disposition pursuant to Section 3(a) of the Class A Provisions. In the case of a Windfall Benefit relating to an increase in the tax basis in shares of Class A Stock of an Indemnitee attributable to a Company Tax Payment (such Windfall Benefit, a "Basis Windfall"), the preceding sentence shall be applied without regard to the five year time limitation contained in the first sentence of this paragraph, provided, however, that no Indemnitee shall be required after the five year limit contained in the first sentence of this paragraph to pay any amount to the Company on account of such Basis Windfall unless the Company notifies such Indemnitee in writing of the existence of such Basis Windfall within three months after the date such Indemnitee disposes of Shares in a transaction in which such Basis Windfall results in a savings of U.S. taxes. In no event shall the amount payable by any Indemnitee to the Company under this paragraph exceed the amount of the Company Tax Payment. If any applicable Indemnitee subsequently determines (within five years after the end of the taxable year of the Company in which the Indemnitee has paid a Windfall Benefit to the Company) that the amount of such Windfall Benefit has been reduced because of an audit adjustment, disallowance of tax credits, a carryback or carryforward of losses or credits or for any other reason, the Company shall promptly after notification thereof make a reconciling payment to such Indemnitee in an amount necessary so that such Indemnitee is in the same after-tax economic position, after taking into account the tax consequences of such reconciling payment, that such Indemnitee would have been in had it (a) in the case of a Company Tax Payment pursuant to Section 9.1, sold the Shares purchased by the Company in an Unrelated Party Sale or (b) in the case of a Company Tax Payment pursuant to Section 9.2, sold the Shares disposed of pursuant to Section 7.4(d) of this Agreement or Section 3(a) of the Class A Provisions in an Unrelated Party Sale at the Formula Price in the case of a disposition pursuant to such Section 7.4(d) or the aggregate Liquidation Preference of such Shares in the case of a disposition pursuant to such Section 3(a). Section 9.4. Exclusions from Indemnity. Notwithstanding Sections 9.1 and 9.2, the Company shall not be required to indemnify an Indemnitee under this Agreement for any portion of Excess Taxes or Section 9.2 Excess Taxes to the extent that such portion would not be imposed on such Indemnitee but for one or more of the following events: (a) the failure of such Indemnitee to qualify for the benefits of the applicable income tax treaty between the United States and the country of the Indemnitee's residence; (b) the failure of such Indemnitee to supply the Company with any form or other similar document that it is entitled to supply and that is required to obtain or claim available benefits of an applicable income tax treaty or relief that may be provided under the Code with respect to Excess Taxes or Section 9.2 Excess Taxes, provided, that this Section 9.4(b) shall not apply unless the Company requests from such Indemnitee such form or similar document in writing within a reasonable period of time before the relevant Company Purchase, Supplementary Payment or Requested Sale Supplementary Payment takes place; (c) the imposition of Excess Taxes or Section 9.2 Excess Taxes on a transferee or assignee of an original Class A Holder's Shares, but only to the extent the amount of Excess Taxes or Section 9.2 Excess Taxes required to be paid by the Company exceeds the amount of Excess Taxes or Section 9.2 Excess Taxes that would have been required to be paid by the Company absent any transfer of such original Class A Holder's Shares, provided, that this Section 9.4(c) shall not apply if the transferee or assignee is a Qualified Subsidiary and has held such Shares for at least six months prior to the date such Qualified Subsidiary first undertook those discussions or negotiations that resulted in the Company's right to purchase such Shares pursuant to Section 2.5, has held such Shares prior to the date that the FCC has requested that the Company reduce its foreign ownership pursuant to Section 310 in the case of a transaction under Section 7.4, or in the case of a transaction under Section 3(a) of the Class A Provisions has held such shares prior to the earlier of (x) the date on which all conditions necessary to establish the Conversion Date as a date certain pursuant to Section 3(a) of the Class A Provisions have been satisfied, and (y) the date on which the Company notifies each of FT and DT in good faith that it is reasonably likely that upon conversion, the shares of Class A Preference Stock will convert into Class A Common Stock or Common Stock representing in excess of 20% of the Voting Power of the Company (for purposes of this Section 9.4(c), a Share received upon a conversion shall be considered held by a Qualified Subsidiary during the period such Qualified Subsidiary held the Share that was surrendered in connection with such conversion); (d) penalties arising solely from actions taken by such Indemnitee in connection with unrelated transactions; and (e) the Excess Taxes or Section 9.2 Excess Taxes are imposed on the Company Purchase, Supplementary Payment or Requested Sale Supplementary Payment solely because such Indemnitee conducts unrelated activities in the United States sufficient to cause such Indemnitee to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes and such Indemnitee's income or gain from the Company Purchase, Supplementary Payment or Requested Sale Supplementary Payment to be treated as effectively connected with that U.S. trade or business. Section 9.5. Consequences of Assignment. If the Company assigns to a third party its rights hereunder to effect a Company Purchase, the Company shall remain liable (and such third party shall not be liable) under the provisions of this Article with respect to the purchase, Supplementary Payment or Requested Sale Supplementary Payment by the third party (taking into account the actual tax effect to the Indemnitee of such third party purchase or Supplementary Payment or Requested Sale Supplementary Payment in determining the taxes incurred in excess of the taxes the Indemnitee would have incurred had the shares been sold in an Unrelated Party Sale), and the "Excess Taxes" and Section 9.2 Excess Taxes in such determination shall be computed by taking into account not only U.S. taxes but also any taxes imposed by any other jurisdiction to the extent such taxes would not have been imposed absent such an assignment. Section 9.6. Verification. The chief tax officer of any party hereto making or seeking a payment pursuant to this Article IX shall furnish to the other applicable party hereto a written statement describing in reasonable detail the taxes which are the subject of such payment and the computation of the amount so payable. In case of any dispute among the applicable parties hereto regarding the amount of any payment under this Article IX, the applicable parties shall negotiate in good faith to resolve such dispute. Notwithstanding Section 11.5(b) of this Agreement, if such dispute cannot be resolved by the parties hereto, then such dispute shall be referred to an independent accounting firm of international standing reasonably acceptable to the parties hereto in question. The decision of such accounting firm shall be conclusive absent manifest error. The cost of employing such accounting firm shall be borne in equal parts by the parties to such dispute. Section 9.7. Contest Rights. (a) Each Indemnitee shall exert its best efforts to inform the Company, either orally or in writing, of any requests received by such Indemnitee for information from, or potential claims by, the U.S. Internal Revenue Service regarding the U.S. taxation of a Company Purchase, Supplementary Payment or Requested Sale Supplementary Payment. (b) If the Company provides an Indemnitee with a written statement regarding the manner in which the Company shall characterize a Company Purchase, Supplementary Payment or Requested Sale Supplementary Payment for U.S. Federal income tax purposes, such Indemnitee shall thereafter treat such Company Purchase, Supplementary Payment or Requested Sale Supplementary Payment for U.S. Federal income tax purposes in a manner consistent with such characterization by the Company, provided that such Indemnitee shall have no such obligation of consistent characterization if such Indemnitee receives an opinion from U.S. tax counsel of national standing to the effect that such characterization by the Indemnitee lacks substantial authority. (c) If an Indemnitee receives written notice from the U.S. Internal Revenue Service (including, without limitation, in a preliminary or "30-day" letter) that such Indemnitee is liable for Excess Taxes or Section 9.2 Excess Taxes, such Indemnitee shall promptly notify the Company in writing of such fact and shall permit the Company to assume control over the handling, disposition and settlement of the Excess Taxes issue or Section 9.2 Excess Taxes issue at the examination, administrative and judicial levels in the U.S. Such Indemnitee shall be entitled to participate in all meetings with the U.S. Internal Revenue Service relating to the Excess Taxes issue or Section 9.2 Excess Taxes issue and to review and consult on all submissions to the U.S. Internal Revenue Service or any court with respect to the Excess Taxes issue or Section 9.2 Excess Taxes issue. Such Indemnitee shall cooperate with the Company, as reasonably requested, in connection with any such examination or administrative or judicial proceedings, including, without limitation, by way of signing and filing protests, petitions, notices of appeal and court pleadings and executing powers of attorney to enable the Company to represent the interests of the Indemnitee in, and to assume control over, relevant examinations or proceedings insofar as they relate to Excess Taxes or Section 9.2 Excess Taxes; provided, however, that expenses incurred by such Indemnitee in connection with actions taken at the request of the Company shall be reimbursed to such Indemnitee by the Company on an after-tax basis. The Company shall be entitled to employ counsel of its choice in connection with any of the matters described in this Article and shall bear all expenses associated with the employment of such counsel. The provisions of this paragraph shall also apply to a claim for refund of Excess Taxes or Section 9.2 Excess Taxes paid or withheld. Notwithstanding the foregoing provisions of this Section 9.7(c), if the Company assumes control over an Excess Taxes issue or Section 9.2 Excess Taxes issue at the examination, administrative or judicial levels, the Company shall not be entitled to settle or compromise any such claim except upon the written consent of the applicable Indemnitee. If an applicable Indemnitee fails to grant such consent, the Company shall not be required to pay any amounts in excess of the amount it would have paid had such Indemnitee consented to such settlement or compromise, and such Indemnitee shall bear any further cost or expense of contesting such Excess Taxes issue or Section 9.2 Excess Taxes issue. ARTICLE X U.S. REAL PROPERTY TAX MATTERS - ------------------------------ Section 10.1. Notification. The Company shall notify each Class A Holder whenever a FIRPTA Determination shall be required under the applicable rules of the Code and regulations thereunder. Such notification shall, to the extent practical, be made sufficiently far in advance of any date on which the actions described in Section 10.3 will be necessary so as to allow for reasonable time for the performance of the legal, accounting and valuation analyses described in this Article X. Section 10.2. Control of FIRPTA Determination. If one or more Class A Holders notify the Company that they desire to control a FIRPTA Determination (each a "Notifying Class A Holder"): (a) the Company shall cooperate fully with such Notifying Class A Holders and their legal, accounting and valuation advisors with respect to such FIRPTA Determination. Such cooperation shall include making available information and knowledgeable personnel as reasonably requested as well as making reasonable representations necessary for such advisors to render their opinions and judgments described in this Article X, to the extent that the Company may make such representations in its good faith judgment. The Company shall not, however, be obligated to make any representations as to the fair market value of assets; and (b) the Company shall for purposes of such FIRPTA Determination classify as non-real property each of the assets identified as non-real property on Exhibit D, provided that there has been no change in law, official interpretation or guidance (a "Change in Law") with respect to such classification occurring after the date hereof. The Company and the Notifying Class A Holders shall endeavor to agree as to the classification of any assets not described as non-real property on Exhibit D (and as to any assets so described but as to which there has been a Change in Law) but, in the absence of such agreement, the Company shall accept the reasonable opinion (containing analysis, if appropriate) of nationally recognized accountants or tax counsel chosen by such Notifying Class A Holders as to whether it is reasonable to assert that a given asset should or should not be considered to constitute real property for purposes of such FIRPTA Determination. Section 10.3. Issuance of Certification; Related Matters. In connection with any FIRPTA Determination referred to in Section 10.2, the Company shall, upon the presentation by the Notifying Class A Holders of a reasonable opinion (containing analysis, if appropriate) of nationally recognized accountants or tax counsel to the effect that it is reasonable to assert that the Company is not, and has not at any time during the preceding five years (or shorter period during which any such Notifying Class A Holders held Shares) been, a U.S. real property holding corporation as defined under the Code and the regulations thereunder and as tested on the determination dates described in U.S. Treasury Regulation (S) 1.897-2(c) (or any successor provision): (a) in the case of a disposition by a Notifying Class A Holder of Shares to a third party (related or unrelated), issue the statement described in U.S. Treasury Regulation (S) 1.897-2 (or any successor provision) indicating that the Shares do not constitute a U.S. real property interest (as defined in the Code and the regulations thereunder) and timely provide appropriate notice to the U.S. Internal Revenue Service; and (b) in the case of any redemption or exchange (including a deemed exchange) by the Company of Shares held by any such Notifying Class A Holders, comply with all requirements described in this Article X and refrain from withholding any U.S. tax from the proceeds of such redemption or exchange pursuant to Section 1445 of the Code (or any successor provision). In rendering any opinion described in this Section 10.3, the accountants or tax counsel for the Notifying Class A Holders shall be entitled to rely in their discretion upon advice of nationally recognized valuation experts as they deem appropriate and upon information and representations provided by the Company pursuant to this Article X. Section 10.4. Advisory Costs. The Company shall pay 50% of all reasonable costs of legal, accounting and valuation services incurred by any Notifying Class A Holder in connection with any FIRPTA Determination. Section 10.5. Indemnity. Each Notifying Class A Holder with respect to any FIRPTA Determination shall severally, but not jointly, reimburse the Company on an after-tax basis for (a) any tax under Section 897 of the Code or any successor provision (a "FIRPTA Tax") of such Notifying Class A Holder that the U.S. Internal Revenue Service collects from the Company, including any applicable interest and penalties imposed with respect to such FIRPTA Tax, and (b) any FIRPTA Tax (including applicable interest and penalties) of the third party described in Section 10.3(a) collected from or imposed on the Company, or any penalties or interest imposed directly on the Company, with respect to such Notifying Class A Holder, but in the case of clause (b) of this Section 10.5, such reimbursement obligation shall apply only to taxes, interest and penalties arising as a result of the Company's taking any action under Section 10.2(b) or Section 10.3 hereof with respect to such Notifying Class A Holder based upon the opinion provided by such Notifying Class A Holder pursuant to Section 10.2 or 10.3. Section 10.6. Contest Rights. (a) The Company shall exert its best efforts to inform each Class A Holder, either orally or in writing, of any requests received by the Company for information from, or potential claims by, the U.S. Internal Revenue Service regarding any matter that could result in liability to any Class A Holder under Section 10.5 hereof. (b) If the Company receives written notice from the U.S. Internal Revenue Service (including, without limitation, in a preliminary or "30-day" letter) regarding any item for which any Class A Holder may be liable under Section 10.5 hereof, the Company shall promptly notify such Class A Holder in writing of such fact and shall permit the Class A Holders so notified to assume control over the handling, disposition and settlement of any such matter at the examination, administrative and judicial levels. The Company shall be entitled to participate in all meetings with the U.S. Internal Revenue Service relating to such issue and to review and consult on all submissions to the U.S. Internal Revenue Service or any court with respect to any such issue. The Company shall cooperate with such Class A Holders, as reasonably requested, in connection with any such examination or administrative or judicial proceedings, including, without limitation, by way of signing and filing protests, petitions, notices of appeal and court pleadings and executing powers of attorney to enable such Class A Holders to represent the interests of the Company in, and to assume control over, relevant examinations or proceedings insofar as they relate to the issues described in this Article; provided, however, that expenses incurred by the Company in connection with actions taken at the request of the Class A Holders shall be reimbursed to the Company by such Class A Holders on an after-tax basis. The Class A Holders shall be entitled to employ counsel of their choice in connection with any of the matters described in this Article X and shall bear all expenses associated with the employment of such counsel. The provisions of this paragraph shall also apply to any claim for a refund of taxes paid or withheld in connection with the matters described in this Article X. Notwithstanding the foregoing provisions of this Section 10.6(b), if any Class A Holders assume control over any issue concerning the liability of the Company described in this Article at the examination, administrative or judicial levels, such Class A Holders shall not be entitled to settle or compromise any such claim except upon the written consent of the Company. If the Company fails to grant such consent, such Class A Holders shall not be required to pay any amounts pursuant to Section 10.5 in excess of the amounts they would have paid had the Company consented to such settlement or compromise, and the Company shall bear any further cost or expense of contesting any such issue. ARTICLE XI MISCELLANEOUS - ------------- Section 11.1. Notices. All notices and other communications required or permitted by this Agreement shall be made in writing in the English language and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telex or telecopier, or seven days after it has been sent by air mail, as follows: FT: 6 place d'Alleray 75505 Paris Cedex 15 France Attn: Executive Vice President, International Tel: (33-1) 44-44-19-94 Fax: (33-1) 46-54-53-69 with a copy to: Debevoise & Plimpton 875 Third Avenue New York, New York 10022 U.S.A. Attn: Louis Begley, Esq. Tel: (212) 909-6273 Fax: (212) 909-6836 DT: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Attn: Chief Executive Officer Tel: 49-228-181-9000 Fax: 49-228-181-8970 with a copy to: Mayer, Brown & Platt 2000 Pennsylvania Avenue, N.W. Suite 6500 Washington, D.C. 20006 Attn: Werner Hein, Esq. Tel: (202) 778-8726 Fax: (202) 861-0473 Sprint: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Attn: General Counsel Tel: (913) 624-8440 Fax: (913) 624-8426 with a copy to: King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Attn: Bruce N. Hawthorne, Esq. Tel: (404) 572-4903 Fax: (404) 572-5146 The parties to this Agreement shall promptly notify each other in the manner provided in this Section 11.1 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telex or telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 11.2. Waiver, Amendment, etc. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the parties hereto. No failure or delay of any party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 11.3. No Partnership. This Agreement is not intended, nor should anything herein be construed, to create the relationship of partners, joint venturers, principal and agent, or other fiduciary relationship among the Class A Holders and the Company. Except as expressly set forth herein, none of the Class A Holders will have any authority to represent or to bind the other Class A Holder or Holders or the Company in any manner whatsoever, and each Class A Holder will be solely responsible and liable for its own acts. Section 11.4. Binding Agreement; Assignment; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the parties hereto and their successors (including, without limitation, any successor of FT in a privatization) and permitted assigns. Except as set forth herein and by operation of law, no party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of each other party to this Agreement. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. In the event of a reorganization of FT pursuant to, as a result of or in connection with, a privatization, the corporation or other entity formed to continue the business activities of FT shall assume the rights and obligations of FT under this Agreement. SECTION 11.5. GOVERNING LAW; DISPUTE RESOLUTION; EQUITABLE RELIEF. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (b) EXCEPT AS PROVIDED IN ARTICLE IX HEREOF, EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING BY IT AGAINST ANY OF THE OTHER PARTIES WITH RESPECT TO ITS RIGHTS, OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, AND EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED). EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EACH OF FT AND DT HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO FT AND DT IN THE MANNER PROVIDED IN SECTION 11.1. FT AND DT SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT FT AND DT WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF FT AND DT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF FT AND DT EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (c) EACH PARTY HERETO AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES HERETO FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES HERETO MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH. EACH PARTY HERETO AGREES NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. Section 11.6. Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each party hereto waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. Section 11.7. Translation. The parties hereto have negotiated both this Agreement and the Memorandum of Understanding, dated June 14, 1994 (the "MOU"), among each of the parties hereto, in the English language, and have prepared successive drafts and the definitive texts of the MOU and this Agreement in the English language. For purposes of complying with the loi n 94-665 du 4 aout 1994 relative a l'emploi de la langue francaise, the parties hereto have prepared a French version of this Agreement, which French version was executed and delivered simultaneously with the execution and delivery of the English version hereof, such English version having likewise been executed and delivered. The parties deem the French and English versions of this Agreement to be equally authoritative. Section 11.8. Table of Contents; Headings; Counterparts. The table of contents and the headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. Section 11.9. Entire Agreement. This Agreement and the Other Investment Documents embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, provided that this provision shall not abrogate (a) any other written agreement between the parties hereto, executed simultaneously with this Agreement, or (b) the understanding set forth in Item 1 of Schedule 2 to that certain memorandum dated June 22, 1995 among the Company, FT and DT. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, except as so provided in the preceding sentence. Section 11.10. Waiver of Immunity. Each of FT and DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court described in Section 11.5, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). Each of FT and DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. (P) 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against FT or DT with respect to this Agreement. Section 11.11. Board Membership. (a) FT confirms that its present intention is to nominate its Chairman of the Board to be a Class A Director. (b) DT confirms that its present intention is to nominate its Vorstandsvorsitzender to be a Class A Director. Section 11.12. Effect of Conversion. (a) If all of the shares of Class A Common Stock shall have been converted into Common Stock or if there is a termination of Fundamental Rights as to all outstanding shares of Class A Preference Stock, in either case pursuant to Section 7 of the Class A Provisions, each share of Class A Stock to have been issued by the Company thereafter pursuant to this Agreement shall (i) in the case of Class A Common Stock, instead be issued as one duly issued, fully paid and nonassessable share of Common Stock, and (ii) in the case of Class A Preference Stock, instead be issued as that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to the date of issuance. (b) If all of the shares of Class A Common Stock held by a Qualified Stock Purchaser shall have been converted into Common Stock or if there is a termination of Fundamental Rights as to shares of Class A Preference Stock owned by such Qualified Stock Purchaser, in either case pursuant to Section 7 of the Class A provisions, each share of Class A Stock to have been issued by the Company to such Qualified Stock Purchaser pursuant to this Agreement shall (i) in the case of Class A Common Stock, instead be issued as one duly issued, fully paid and nonassessable share of Common Stock, and (ii) in the case of Class A Preference Stock, instead be issued as that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to the date of issuance. Section 11.13. Continuing Director Approval. Where Continuing Director approval is otherwise explicitly required under this Agreement with respect to a transaction or determination on the part of the Company, such approval shall not be required if (a) the Fair Price Provisions have been deleted in their entirety, (b) the Fair Price Provisions have been modified so as explicitly not to apply to any Class A Holder, or they have been modified in a manner reasonably satisfactory to FT and DT so as explicitly not to apply to any transactions with any Class A Holder contemplated by this Agreement or by the Other Investment Documents or the Articles as amended by the Amendment, (c) the transaction in question is not a "Business Combination" within the meaning of the Fair Price Provisions, or (d) the Class A Holder that is a party to the transaction, along with its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and Associates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982), is not an "Interested Stockholder" or an "Affiliate" of an "Interested Stockholder" within the meaning of the Fair Price Provisions. Where this Agreement provides that Continuing Director approval is explicitly required to undertake a transaction or make a determination on the part of the Company, the Company shall not undertake such transaction or make such determination unless it first delivers a certificate, signed by a duly authorized officer of the Company, to each of FT and DT, certifying that such approval either has been obtained or is not required as set forth in the preceding sentence, and FT shall be entitled to rely on such certificate. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. SPRINT CORPORATION By: /s/ Don A. Jensen --------------------------------- Name: Don A. Jensen Title: Secretary FRANCE TELECOM By: /s/ Henri Chaintreuil --------------------------------- Name: Henri Chaintreuil Title: Vice President DEUTSCHE TELEKOM AG By: /s/ Dr. Herbert May --------------------------------- Name: Dr. Herbert May Title: Member of the Board of Management EX-99.8 9 CHARTER AMENDMENTS EXHIBIT 8 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF SPRINT CORPORATION Pursuant to K.S A. 17-6602 -------------------------- We, ____________________________, [President] [Vice President], and ____________________________, [Secretary] [Assistant Secretary], of the above named corporation, a corporation organized and existing under the laws of the State of Kansas (this "Corporation"), do hereby certify that at a meeting of the Board of Directors of this Corporation the Board of Directors adopted a resolution setting forth the following amendments to the Articles of Incorporation and declaring their advisability: 1. ARTICLE SECOND of the Articles of Incorporation of this Corporation is hereby amended to read in its entirety as follows: That this Corporation is organized for profit, and that the purposes for which it is formed are: The construction and maintenance of a telephone line; the construction and maintenance of a telegraph line; and the powers (but not by way of limitation) to enter into joint ventures (whether incorporated or unincorporated), partnerships and other forms of business relationships with public operators, governmental agencies, governmental instrumentalities, corporations, partnerships and other organizations, entities or persons (whether domestic or foreign) for the construction, leasing, ownership, operation and maintenance of telecommunications and other information transmission networks and all businesses related thereto, both domestically and abroad, and to provide voice, data and other communications and information services to any person or entity; to lend and borrow money that may be necessary and proper in connection with the conduct of its business; to hold, purchase, mortgage or otherwise convey such real and personal estate as the purposes of this Corporation shall require; and also take, hold and convey such other property, real, personal or mixed, as shall be requisite for this Corporation to acquire in order to obtain or secure the payment of any indebtedness or liability due to or belonging to this Corporation; to sell real, mixed or personal property which may be proper for the conduct of its business; to carry on its business outside of, as well as within, the state, and to purchase, hold, sell, transfer, mortgage, pledge or otherwise dispose of the shares of capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations of any state, or the United States, or any other country, nation or government, which corporation shall be incorporated for the accomplishment of the same or similar purposes as this Corporation or shall be incorporated for purposes, the accomplishment of which would be incidental to or would aid or facilitate the accomplishment of the purposes for which this Corporation shall have been formed, and to exercise all rights, powers and privileges of ownership of such stock or securities; to do any and all other acts or things necessary, proper and incidental to the conduct of its business and incidental to the accomplishment of the purposes for which this Corporation may be formed; and to engage in any other lawful act or activity for which corporations may be organized under the Kansas General Corporation Code (the "General Corporation Code"). 2. ARTICLE FIFTH of the Articles of Incorporation of this Corporation is hereby amended to read in its entirety as follows: 1. Number of Directors; Increases in Number of Directors. ----------------------------------------------------- (a) The number of Directors shall not be less than ten nor more than 20 (unless increased to more than 20 pursuant to subsection (b) of this Section 1 or Section 6(e) of this ARTICLE FIFTH) as may be determined from time to time by the affirmative vote of the majority of the Board of Directors or as provided in subsection (b) of this Section 1 or in Section 6(e) of this ARTICLE FIFTH. (b) If at any time following the Initial Issuance Date, the Class A Holders are entitled to elect a number of Directors pursuant to Section 2(a) of this ARTICLE FIFTH or Section 3(d) of the Class A Provisions that exceeds the sum of the number of Directors elected by the Class A Holders then serving on the Board of Directors and the number of vacancies on the Board of Directors which the Directors elected by the Class A Holders or the Class A Holders are entitled to fill, the total number of Directors shall automatically and without further action be increased by the smallest number necessary to enable the Class A Holders (and the Directors elected by the Class A Holders in the case of vacancies) to elect the number of Directors that the Class A Holders are entitled to elect pursuant to such Section 2(a) or Section 3(d) of the Class A Provisions. 2. Election of Directors. --------------------- (a) Election of Directors by Class A Holders. (i) Except as otherwise provided in Sections 7(b), 7(f) and 7(k) of the Class A Provisions, after the Initial Issuance Date, the Class A Holders shall have the right, voting separately as a class, to elect a number of Directors equal to the greater of (x) two and (y) the product (rounded to the nearest whole number if such product is not a whole number) of (I) the aggregate Percentage Ownership Interests of the Class A Holders and (II) the total number of Directors, provided that so long as Section 310 of the Communications Act of 1934, as amended (or any successor provision of law) ("Section 310"), remains in effect, under no circumstances shall (A) the Class A Holders have the right to elect Aliens as Directors such that the total number of Aliens so elected by them would exceed the maximum percentage of the total number of Directors of this Corporation permitted under Section 310 to be Aliens or (B) the total number of Directors elected by the Class A Holders and serving on the Board of Directors exceed the maximum percentage of the total Directors of this Corporation permitted under Section 310 to be elected by shareholders that are Aliens. Such Directors elected by the Class A Holders shall not be divided into classes. (ii) Upon the first to occur of (A) the conversion of all outstanding shares of Class A Common Stock into Common Stock pursuant to Section 7 of the Class A Provisions, (B) the redemption of all of the outstanding shares of Class A Preference Stock, and (C) the termination of the Fundamental Rights as to all outstanding shares of Class A Preference Stock pursuant to Section 7 of the Class A Provisions, the term of office of all Class A Directors then in office shall thereupon terminate, the vacancy or vacancies resulting from such termination shall be filled by the remaining Directors then in office, acting by majority vote of such remaining Directors, and the Director or Directors so elected to fill such vacancy or vacancies shall not be treated hereunder or under the Bylaws of this Corporation as Class A Directors. If at any time the number of Directors that the Class A Holders have the right to elect pursuant to this Section 2(a) shall decrease other than as set forth in the preceding sentence, and the Class A Holders shall not have removed or caused to resign, in either case effective not later than the fifteenth day following the event that resulted in such decrease, a number of Class A Directors so that the total number of Directors elected by the Class A Holders then in office does not exceed the number provided in the first sentence of Section 2(a)(i), then the terms of office of all Class A Directors shall terminate on such fifteenth date. The vacancy or vacancies resulting from such termination of the terms of the Class A Directors shall be filled as follows: (A) the vacancy or vacancies equal to the number of Directors that the Class A Holders then have the right to elect pursuant to this Section 2(a) (after giving effect to the decrease referred to in the preceding sentence) shall be filled as provided in Section 4(b) of this ARTICLE FIFTH, and (B) the remaining vacancy or vacancies shall be filled by the remaining Directors other than Class A Directors then in office, acting by majority vote of such remaining Directors, and the Director or Directors so elected to fill such vacancy or vacancies shall not be treated hereunder or under the Bylaws as Class A Directors. (iii) (1) Notwithstanding anything to the contrary in this Section 2, but subject to paragraphs (2), (3), (4) and (5) of this Section 2(a)(iii) and the proviso set forth at the end of the first sentence of Section 2(a)(i) of this ARTICLE FIFTH (the "Section 2(a) Proviso"), if the aggregate Percentage Ownership Interest of the Class A Holders is 20% or greater, the Class A Holders at all times shall have the right to elect not less than 20% of the total number of Directors, provided that, if the Section 2(a) Proviso prevents the Class A Holders from electing at least 20% of the total number of Directors under such circumstances, this Corporation shall increase the total number of Directors to a number not greater than 20 if such increase would enable the Class A Holders to elect at least 20% of the total number of Directors as increased. (2) The provisions of Section 2(a)(iii)(1) of this ARTICLE FIFTH (the "Section 2(a)(iii)(1) Provisions") shall terminate and be of no force and effect (a "Nullification") unless reinstated in accordance with Section 2(a)(iii)(5), if either: (A) this Corporation delivers an opinion of nationally-recognized U.S. tax counsel to the effect that the Section 2(a)(iii)(1) Provisions are, with respect to both FT and DT, either not a Necessary Condition or not a Sufficient Condition to secure any Treaty Benefit and within 90 days of the delivery of such opinion by this Corporation there is not delivered to this Corporation by FT or DT an opinion of nationally-recognized U.S. tax counsel concluding that such provisions are a Necessary Condition and a Sufficient Condition for either FT or DT to secure a Treaty Benefit, or (B) this Corporation provides written notice to FT and DT in which it agrees to accord FT and DT those Treaty Benefits to which FT and DT would be entitled if the Section 2(a)(iii)(1) Provisions were in effect (the "Continuing Treaty Benefits") and to indemnify FT and DT on an after-tax basis against (a) any liability arising out of according FT and DT Continuing Treaty Benefits to the extent such liability would not arise if the Section 2(a)(iii)(1) Provisions were in effect and (b) the loss of those Continuing Treaty Benefits that this Corporation cannot directly accord; provided that this Corporation by written notice to FT and DT may revoke and withdraw such agreement to accord such Treaty Benefits and to provide such indemnification following the date of such notice and upon delivery of such notice the Section 2(a)(iii)(1) Provisions shall again become effective. Notwithstanding any revocation or withdrawal pursuant to the proviso contained in the immediately preceding sentence, this Corporation shall continue to indemnify FT and DT on an after-tax basis against any loss of Treaty Benefits to which FT or DT, as the case may be, would have been entitled had the Nullification described in this Section 2(a)(iii)(2)(B) not taken place. If a Nullification occurs under the provisions of paragraph (A) of this Section 2(a)(iii)(2), then after the date of any such Nullification, and until such time as a change in facts or Applicable Law requires a different result, this Corporation shall accord FT and DT Treaty Benefits under the relevant treaties between the United States and France and the United States and Germany, but only to the extent FT or DT, as the case may be, would have been entitled to claim such benefits had such Nullification not occurred. (3) In addition to its rights under Section 2(a)(iii)(2), this Corporation shall have the right, from time to time after the Investment Completion Date, to deliver to each of FT and DT a written notice requesting that the chief tax officer of each of FT and DT certify that FT, in the case of the request furnished to FT, and DT, in the case of the request furnished to DT, is eligible to claim at least one Treaty Benefit, and that such chief tax officer provide this Corporation with other facts and information reasonably requested by this Corporation that are reasonably necessary for this Corporation to determine whether the Section 2(a)(iii)(1) Provisions are a Sufficient Condition or a Necessary Condition to secure at least one Treaty Benefit. Unless within 60 days of delivery of any such request, either FT or DT delivers such requested certificate to this Corporation, and provides such requested facts or information, the Section 2(a)(iii)(1) Provisions shall terminate and be of no force or effect, unless reinstated in accordance with Section 2(a)(iii)(5). (4) If FT and DT determine, after the Investment Completion Date, that the Section 2(a)(iii)(1) Provisions are, with respect to both FT and DT, either not a Necessary Condition or not a Sufficient Condition to secure at least one Treaty Benefit, FT and DT shall deliver to this Corporation a certification to such effect, and the Section 2(a)(iii)(1) Provisions shall terminate and be of no force or effect, unless reinstated in accordance with Section 2(a)(iii)(5). (5) Each of FT and DT shall have the right, at any time after the date the Section 2(a)(iii)(1) Provisions are nullified pursuant to paragraph (A) (but not paragraph (B)) of clause (2) or clause (3) or (4) of this Section 2(a)(iii), to deliver to this Corporation a certificate signed by the chief tax officer of either FT or DT to the effect that FT or DT, as the case may be, is eligible to claim a Treaty Benefit and an opinion of nationally-recognized U.S. tax counsel to the effect that the Section 2(a)(iii)(1) Provisions are again a Necessary Condition and a Sufficient Condition for any of FT or DT to secure a Treaty Benefit. Upon the delivery of any such certificate and opinion, the Section 2(a)(iii)(1) Provisions shall again become effective unless and until they become ineffective pursuant to the other provisions of this Section 2(a)(iii). (6) For purposes of this Section 2(a)(iii), the term "FT" shall include any Qualified Subsidiary of FT organized under the laws of France and the term "DT" shall include any Qualified Subsidiary of DT organized under the laws of Germany. (7) The Section 2(a)(iii)(1) Provisions shall be a "Necessary Condition" with respect to any Treaty Benefit if FT or DT would not be entitled to claim such Treaty Benefit unless such Section 2(a)(iii)(1) Provisions are in effect. (8) The Section 2(a)(iii)(1) Provisions shall be a "Sufficient Condition" with respect to any Treaty Benefit if FT and DT will otherwise fulfill all other relevant conditions to claiming such Treaty Benefit if the Section 2(a)(iii)(1) Provisions are in effect. (b) Election of Directors by Other Holders. -------------------------------------- (i) Subject to clause (ii) below, the holders of Common Stock shall have the right to elect that number of Directors equal to the excess of (x) the total number of Directors over (y) the sum of the number of Directors the Class A Holders are entitled to elect and the number of Directors, if any, that the holders of Preferred Stock, voting separately by class or series, are entitled to elect in accordance with the provisions of ARTICLE SIXTH of these Articles of Incorporation. The Class A Holders shall have no right to vote for Directors under this Section 2(b)(i). (ii) So long as Section 310 remains in effect, under no circumstances shall an Alien Director elected by the holders of Common Stock be qualified to serve as a Director if the number of Aliens who would then be serving as members of the Board of Directors, including such elected Alien, would constitute more than the maximum number of Aliens permitted by Section 310 on the Board of Directors. (iii) The Directors (other than the Directors elected by the Class A Holders and any Directors elected by the holders of any one or more classes or series of Preferred Stock having the right, voting separately by class or series, to elect Directors) shall be divided into three classes, designated Class I, Class II and Class III, with the term of office of one class expiring each year. The number of Class I, Class II and Class III Directors shall consist, as nearly as practicable, of one third of the total number of Directors (other than the Directors elected by the Class A Holders and any Directors elected by the holders of any one or more classes or series of Preferred Stock having the right, voting separately by class or series, to elect Directors). At each annual meeting of stockholders of this Corporation after the Initial Issuance Date, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three-year term. (iv) Whenever the holders of any one or more classes or series of Preferred Stock shall have the right, voting separately by class or series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of these Articles of Incorporation applicable thereto, and such Directors so elected shall not be divided into classes pursuant to this ARTICLE FIFTH unless expressly provided by such terms. 3. Change in Number of Directors. If the number of Directors (other than Directors elected by Class A Holders and any Directors elected by the holders of any one or more classes or series of Preferred Stock having the right, voting separately by class or series, to elect Directors) is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible. 4. Term of Office. -------------- (a) Each Director shall be elected for a three year term. A Director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify to serve, subject to prior death, resignation, retirement, disqualification or removal from office. (b) Any vacancy on the Board of Directors (whether resulting from an increase in the total number of Directors, the departure of one of the Directors or otherwise) may be filled by the affirmative vote of a majority of the Directors elected by the same class or classes of stockholders which would be entitled to elect the Director who would fill such vacancy if the annual meeting of stockholders of this Corporation were held on the date on which such vacancy occurred, provided that at any time when there is only one such Director so elected and then serving, such Director may fill such vacancy and, provided, further, that at any time when there are no such Directors then serving, the stockholders of the class or classes entitled to elect the Director who will fill such vacancy shall have the right to fill such vacancy and, provided, further, that, so long as any Class A Stock is outstanding, any vacancy to be filled by the Director or Directors elected by the holders of Common Stock may not be filled with a Person who, upon his election, would not be an Independent Director or would be an Alien, as the case may be, if the effect of such election would be that less than a majority of the Board of Directors following such election would be Independent Directors, or that the number of Aliens who would then be serving on the Board of Directors would constitute more than the maximum number of Aliens permitted on the Board of Directors under Section 310. (c) Any additional Director of any class elected to fill a vacancy resulting from an increase in the number of Directors of such class shall hold office for a term that shall coincide with the remaining term of the Directors of that class, but, except as provided in Section 2(a)(ii) of this ARTICLE FIFTH, in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Any Director elected to fill a vacancy not resulting from an increase in the number of Directors shall have the same remaining term as that of his predecessor. 5. Rights, Powers, Duties, Rules and Procedures; Amendment of Bylaws. (a) Except to the extent prohibited by law or as set forth in these Articles of Incorporation or the Bylaws, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including, without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the Directors' power to manage the business and affairs of this Corporation. No Bylaw shall be adopted by stockholders which shall impair or impede the implementation of the foregoing. (b) The Board of Directors is expressly authorized and empowered, in the manner provided in the Bylaws of this Corporation, to adopt, amend and repeal the Bylaws of this Corporation in any respect to the full extent permitted by the General Corporation Code not inconsistent with the laws of the General Corporation Code or with these Articles of Incorporation, provided that the following provisions of the Bylaws may not be amended, altered, repealed or made inoperative or ineffective by adoption of other provisions to the Bylaws without the affirmative vote of the holders of record of a majority of the shares of Class A Stock then outstanding, voting separately as a class, at any annual or special meeting of stockholders, the notice of which shall have specified or summarized the proposed amendment, alteration or repeal of the Bylaws: ARTICLE III, SECTIONS 2, 4, 5, 8 AND 9; ARTICLE IV, SECTIONS 5, 6, 10, 11 AND 12; ARTICLE VI, SECTION 1; AND ARTICLE VII, SECTIONS 1 AND 2. 6. Removal; Changes in Status; Preferred Stock Directors. ----------------------------------------------------- (a) Except as provided in paragraphs (c) or (d) of this Section 6, a Director (other than a Director elected by the Class A Holders or by the holders of any class or series of Preferred Stock having the right, voting separately by class or series, to elect Directors) may be removed only for cause. No Director so removed may be reinstated for so long as the cause for removal continues to exist. Such removal for cause may be effected only by the affirmative vote of the holders of a majority of shares of the class or classes of stockholders which were entitled to elect such Director. (b) A Director elected by the holders of the Class A Stock may be removed with or without cause. If removed for cause, no Director so removed may be reinstated for so long as the cause for removal continues to exist. Removal may be effected with or without cause by the affirmative vote of the holders of a majority of shares of Class A Stock or with cause by the affirmative vote of the holders of two-thirds of the shares of the Common Stock, the Class A Stock and other capital stock of this Corporation entitled to general voting power, voting together as a single class. (c) If a Director elected by the holders of Common Stock who was not, at the time of his election to the Board of Directors, an Alien, subsequently becomes an Alien, the effect of which would be that the number of Aliens who would then be serving as members of the Board of Directors, including the Director who changed status, would constitute more than the maximum number of Aliens permitted on the Board of Directors under Section 310, such Director shall upon his change in status automatically and without further action be removed from the Board of Directors. (d) So long as any Class A Stock is outstanding, if an Independent Director elected by the holders of Common Stock subsequently ceases to be an Independent Director, the effect of which would be that the Independent Directors who would then be serving as members of the Board of Directors would not constitute a majority of the Board of Directors, such Director shall automatically and without further action upon his change in status be removed from the Board of Directors. (e) (i) So long as any Class A Stock is outstanding, if a Director elected by the holders of any class or series of Preferred Stock having the right, voting separately by class or series, to elect Directors (a "Preferred Stock Director") is an Alien, or after election becomes an Alien, the effect of which would be that the number of Aliens who would then be serving as members of the Board of Directors (including such Preferred Stock Director) would constitute more than the maximum number of Aliens permitted on the Board of Directors under Section 310, the total number of Directors shall automatically and without further action be increased by the smallest number necessary to enable the Class A Holders (and the Directors elected by the Class A Holders in the case of vacancies) to elect Aliens as Directors to the fullest extent that the Class A Holders are entitled to elect Directors pursuant to Section 2(a) of this ARTICLE FIFTH without violating the requirements of Section 310. (ii) So long as any Class A Stock is outstanding, if a Preferred Stock Director is not an Independent Director, or after election ceases to be an Independent Director, the effect of which would be that the Independent Directors who would then be serving as members of the Board of Directors would not constitute a majority of the Board of Directors, the total number of Directors shall automatically and without further action be increased by the smallest number necessary so that the number of Directors then serving who are not Independent Directors (including such Preferred Stock Director and any vacancies which the holders of Class A Stock have a right to fill) constitute less than a majority of the Board of Directors. 7. Definitions. Certain capitalized terms used in this ARTICLE FIFTH without definition shall have the meanings set forth in Section 12 of the Class A Provisions. 3. The introductory paragraph to ARTICLE SIXTH of the Articles of Incorporation of this Corporation is hereby amended to read in its entirety as follows: The total number of shares of capital stock which may be issued by this Corporation is 2,020,000,000, of which 500,000,000 shares shall be Class A Common Stock with a par value of $2.50 per share (hereinafter, the "Class A Common Stock"); 1,000,000,000 shares shall be Common Stock with a par value of $2.50 per share (hereinafter, the "Common Stock"); 500,000,000 shares shall be Class A Preference Stock with a par value of $1.00 per share (hereinafter, the "Class A Preference Stock"); and 20,000,000 shares shall be Preferred Stock (herein referred to as the "Preferred Stock," such term not to include the Class A Preference Stock) without par value. 4. The portion of such ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO ALL STOCK is hereby amended to read in its entirety as follows: GENERAL PROVISIONS RELATING TO ALL STOCK 1. Preemptive Rights; Cumulative Voting. No holder of shares of capital stock of any class of this Corporation or holder of any security or obligation convertible into shares of capital stock of any class of this Corporation shall have any preemptive right whatsoever to subscribe for, purchase or otherwise acquire shares of capital stock of any class of this Corporation, whether now or hereafter authorized; provided that this provision shall not prohibit this Corporation from granting, contractually or otherwise, to any such holder, the right to purchase additional securities of this Corporation. Stockholders of this Corporation shall not be entitled to cumulative voting of their shares in elections of Directors. 2. Redemption of Shares Held by Aliens. Notwithstanding any other provision of these Articles of Incorporation to the contrary, outstanding shares of Common Stock and Class A Stock Beneficially Owned by Aliens may be redeemed by this Corporation, by action duly taken by the Board of Directors (with the approval of a majority of the Continuing Directors (as defined in ARTICLE SEVENTH) at a meeting at which at least seven Continuing Directors are present, except that no such approval of the Continuing Directors shall be required if (i) the Fair Price Provisions have been deleted in their entirety, (ii) the Fair Price Pro- visions have been modified so as explicitly not to apply to any Class A Holder, or they have been modified in a manner reasonably satisfactory to FT and DT so as explicitly not to apply to any transactions with any Class A Holder contemplated under these Articles of Incorporation, (iii) the transaction in question is not a "Business Combination" within the meaning of the Fair Price Provisions, or (iv) the Class A Holder that is a party to the transaction, along with its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982) and Associates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on October 1, 1982), is no longer an "Interested Stockholder" or "Affiliate" of an "Interested Stockholder" within the meaning of the Fair Price Provisions), to the extent necessary or advisable, in the judgment of the Board of Directors, for this Corporation or any of its Subsidiaries to comply with the requirements of Section 310 (each of (i) through (iv), a "Fair Price Condition"), provided that shares of Class A Stock only may be redeemed if, and only to the extent that, the outstanding shares of Class A Stock represent Votes constituting greater than 20% of the aggregate Voting Power of this Corporation immediately prior to the time of such redemption. The terms and conditions of such redemption shall be as follows, subject in any case to any other rights of a particular Alien or of this Corporation pursuant to any contract or agreement between such Alien and this Corporation: (a) except as provided in Section 2(f), the redemption price of the shares to be redeemed pursuant to this Section 2 of these GENERAL PROVISIONS RELATING TO ALL STOCK of ARTICLE SIXTH shall be equal to the Market Price of such shares on the third Business Day prior to the date notice of such redemption is given pursuant to subsection (d) of this Section 2, provided that, except as provided in clause (f), below, such redemption price as to any Alien who purchased such shares of Common Stock after November 21, 1995 and within one year prior to the Redemption Date shall not (unless otherwise determined by the Board of Directors) exceed the purchase price paid by such Alien for such shares; (b) the redemption price of such shares may be paid in cash, Redemption Securities or any combination thereof; (c) if less than all of the shares Beneficially Owned by Aliens are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Board of Directors, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the Board of Directors to be equitable, provided that this Corporation shall in all cases be entitled to redeem shares of Common Stock Beneficially Owned by Aliens prior to redeeming any shares of Class A Common Stock Beneficially Owned by Aliens; (d) this Corporation shall give notice of the Redemption Date at least 30 days prior to the Redemption Date to the record holders of the shares selected to be redeemed (unless waived in writing by any such holder) by delivering a written notice by first class mail, postage pre-paid, to the holders of record of the shares selected to be redeemed, addressed to such holders at their last address as shown upon the stock transfer books of this Corporation (each such notice of redemption specifying the date fixed for redemption, the redemption price, the place or places of payment and that payment will be made upon presentation and surrender of the certificates representing such shares), provided that the Redemption Date may be the date on which written notice shall be given to record holders if the cash or Redemption Securities necessary to effect the redemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the stock certificates for their shares to be redeemed; (e) on the Redemption Date, unless this Corporation shall have defaulted in paying or setting aside for payment the cash or Redemption Securities payable upon such redemption, any and all rights of Aliens in respect of shares so redeemed (including without limitation any rights to vote or participate in dividends), shall cease and terminate, and from and after such Redemption Date such Aliens shall be entitled only to receive the cash or Redemption Securities payable upon redemption of the shares to be redeemed; and (f) such other terms and conditions as the Board of Directors shall determine to be equitable, provided that, if any shares of Class A Stock are redeemed pursuant to this Section 2 of these GENERAL PROVISIONS RELATING TO ALL STOCK of ARTICLE SIXTH, the redemption price of any such shares redeemed shall be a per share price equal to (i) in the case of Class A Common Stock the greater of (A) the Market Price of a share of Common Stock on the Redemption Date and (B) the Weighted Average Price paid by the Class A Holders for the Class A Common Stock together with a stock appreciation factor thereon (calculated on the basis of a 365- day year) at the rate of 3.88% through and including the Redemption Date, such stock appreciation factor to be calculated, on an annual compounding basis, from the date of purchase of such Class A Common Stock until the Redemption Date (the "Alternative Price"), and (ii) in the case of Class A Preference Stock, its Liquidation Preference, provided, that if this Corporation redeems any shares of Class A Common Stock after the third anniversary of the Investment Completion Date, the redemption price of any such shares redeemed shall be the Market Price of a share of Common Stock on the Redemption Date. The redemption price to be paid to the Class A Holders shall be modified in accordance with Article IX of the Stockholders' Agreement if either (i) such redemption is effected on or prior to the third anniversary of the Investment Completion Date, or (ii) such redemption is effected within the 120-day period described in the last sentence of Section 2.11 of the Stockholders' Agreement (as such period may be extended pursuant thereto) following an election by this Corporation to redeem shares in accordance with such Section. Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of shares to be redeemed received such notice, provided that all notices to be given to the Class A Holders shall be made and deemed delivered in accordance with Section 13 of the Class A Provisions; and failure to give such notice by mail, or any defect in such notice, to holders of shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares. 3. Beneficial Ownership Inquiry. ---------------------------- (a) This Corporation may by written notice require a Person that is a holder of record of Common Stock or Class A Stock or that this Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Common Stock or Class A Stock to certify that, to the knowledge of such Person: (i) no Common Stock or Class A Stock as to which such Person has record ownership or Beneficial Ownership is Beneficially Owned by Aliens; or (ii) the number and class or series of shares of Common Stock or Class A Stock owned of record or Beneficially Owned by such Person that are owned of record or Beneficially Owned by Persons that are Aliens are as set forth in such certificate. (b) With respect to any Common Stock or Class A Stock identified by such Person in response to Section 3(a)(ii) above, this Corporation may require such Person to provide such further information as this Corporation may reasonably require in order to implement the provisions of Section 2 of these GENERAL PROVISIONS RELATING TO ALL STOCK of ARTICLE SIXTH. (c) For purposes of applying Section 2 of these GENERAL PROVISIONS RELATING TO ALL STOCK of ARTICLE SIXTH with respect to any Common Stock or Class A Stock, in the event of the failure of any Person to provide the certificate or other information to which this Corporation is entitled pursuant to this Section, this Corporation in its sole discretion may presume that the Common Stock or Class A Stock in question is, or is not, Beneficially Owned by Aliens. 4. Factual Determinations. The Board of Directors shall have the power and duty to construe and apply the provisions of Sections 2 and 3 of these GENERAL PROVISIONS RELATING TO ALL STOCK of ARTICLE SIXTH and, with respect to shares of Common Stock, to make all determinations necessary or desirable to implement such provisions, including but not limited to: (a) the number of shares of Common Stock that are Beneficially Owned by any Person; (b) whether a Person is an Alien; (c) the application of any other definition of these Articles of Incorporation to the given facts; and (d) any other matter relating to the applicability or effect of Section 2 of these GENERAL PROVISIONS RELATING TO ALL STOCK of ARTICLE SIXTH. 5. Loss of Voting Rights. If (a) there is a breach by FT, DT, any Qualified Subsidiary, any Strategic Investor or any Qualified Stock Purchaser of any of the provisions of Sections 3.1(a) or 3.2(b) (as it relates to matters described in Section 3.1(a)) of the Standstill Agreement or any corresponding provision of any Qualified Subsidiary Standstill Agreement, Strategic Investor Standstill Agreement or Qualified Stock Purchaser Standstill Agreement, (b) there is a willful breach in any material respect by FT, DT, any Qualified Subsidiary, any Strategic Investor or any Qualified Stock Purchaser of any provision of Section 3.1 (other than Section 3.1(a)) of the Standstill Agreement or any corresponding provision of any Qualified Subsidiary Standstill Agreement, Strategic Investor Standstill Agreement or Qualified Stock Purchaser Standstill Agreement, or (c) a Government Affiliate or Related Company (each as defined in the Standstill Agreement) takes an action which if taken by FT or DT would violate Sections 3.1 or 3.2(b) (as it relates to matters other than those described in Section 3.1(a)) of the Standstill Agreement, then FT and its Qualified Subsidiaries (except in the case of a breach arising from the action of a Government Affiliate of Germany, a Related Company of DT or a Strategic Investor in a Qualified Subsidiary of DT in which FT is not an investor), DT and its Qualified Subsidiaries (except in the case of a breach arising from the action of a Government Affiliate of France, a Related Company of FT or a Strategic Investor in a Qualified Subsidiary of FT in which DT is not an investor) and each Qualified Stock Purchaser shall not be entitled to vote any of their shares of capital stock of this Corporation with respect to any matter or proposal arising from, relating to or involving, such breach or action, and no such purported vote by such Class A Holders on such matter shall be effective or shall be counted. 6. Definitions. Certain capitalized terms used in these GENERAL PROVISIONS RELATING TO ALL STOCK without definition shall have the meanings set forth in Section 12 of the provisions of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO CLASS A STOCK. 5. The following shall be inserted immediately before the portion of such ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO COMMON STOCK: GENERAL PROVISIONS RELATING TO COMMON STOCK AND CLASS A STOCK 1. Except as expressly set forth in ARTICLE FIFTH of these Articles of Incorporation or in the provisions of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO ALL STOCK and GENERAL PROVISIONS RELATING TO CLASS A STOCK, each share of Common Stock and each share of Class A Common Stock shall be entitled to one Vote, and the shares of Class A Preference Stock shall be entitled to the number of Votes equal to the number of Class A Conversion Shares or, if the Conversion Price has not yet been Fixed, the number of Class A Conversion Shares determined as if the Conversion Price had been Fixed on the Initial Issuance Date at the Minimum Price, on all matters in respect of which the holders of Common Stock are entitled to vote, and the Class A Holders and the holders of Common Stock shall vote together with the holders of all other classes or series of capital stock which have general voting power on all such matters as a single class. 2. Dividends shall be declared and paid only out of net income or earned surplus of this Corporation. 3. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this Corporation, after payment or provision for payment of the debts and other liabilities of this Corporation, including the liquidation preferences of any series of Preferred Stock and of the Class A Preference Stock, the holders of Class A Common Stock and the holders of Common Stock shall be entitled to share ratably in the remaining net assets of this Corporation. (b) The Class A Preference Stock shall rank junior to any series of Preferred Stock in the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding-up of this Corporation, unless any such series of Preferred Stock is specifically made junior to or to rank on a parity with the Class A Preference Stock in the payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of this Corporation. In the event of any voluntary or involuntary liquida tion, dissolution or winding up of this Corporation, no holder of shares of Class A Preference Stock shall receive any distributions or payments with respect to such shares unless prior thereto holders of all series of Preferred Stock, which have not been specifically made junior to or to rank on a parity with the Class A Preference Stock in the distribution of assets upon liquidation, dissolution or winding-up of this Corporation, shall have received with respect to each share of such Preferred Stock the amounts to be paid with respect to such share upon the liquidation, dissolution or winding-up of this Corporation as provided in ARTICLE SIXTH of these Articles of Incorporation. (c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of this Corporation, (i) no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Class A Preference Stock, unless prior thereto the holders of shares of Class A Preference Stock shall have received with respect to all outstanding shares of Class A Preference Stock (other than Section 7(i) Preference Shares), the Adjusted Aggregate Liquidation Preference, and (ii) the Section 7(i) Preference Shares shall, immediately prior to such liquidation, dissolution or winding-up, automatically convert (without the payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of shares of Common Stock purchased by the Class A Holders and converted into shares of Class A Preference Stock pursuant to Section 7(i) of the Class A Provisions, for an aggregate conversion price equal to the Section 7(i) Aggregate Purchase Price. (d) Neither the merger nor consolidation of this Corporation, nor the Transfer of all or part of its assets, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of this Corporation within the meaning of this clause 3. 6. The portion of such ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO COMMON STOCK is hereby amended to read in its entirety as follows: GENERAL PROVISIONS RELATING TO COMMON STOCK 1. Dividends. The holders of the Common Stock shall be entitled to receive, when and if declared by the Board of Directors out of funds legally available therefor, dividends in respect of the Common Stock equivalent on a per share basis to those payable on the Class A Common Stock. Dividends on the Common Stock shall be payable on the same date fixed for the payment of the corresponding dividend on shares of Class A Common Stock and shall be in an amount per share equal to the full per share amount of any cash dividend paid on shares of Class A Common Stock, plus the full per share amount (payable in kind) of any non-cash dividend paid on shares of Class A Common Stock, provided that if this Corporation shall declare and pay any dividends on shares of Class A Common Stock payable in shares of Class A Common Stock, or in options, warrants or rights to acquire shares of Class A Common Stock, or in securities convertible into or exchangeable for shares of Class A Common Stock, then in each case, this Corporation shall declare and pay, at the same time that it declares and pays any such dividend, an equivalent dividend per share on the Common Stock payable in shares of Common Stock, or options, warrants or rights to acquire shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock. 2. No Dilution or Impairment. No reclassification, subdivision or combination of the outstanding shares of Class A Stock shall be effected directly or indirectly (including, without limitation, any reclassification, subdivision or combination effected pursuant to a consolidation, merger or liquidation) unless at the same time the Common Stock is reclassified, subdivided or combined so that the holders of the Common Stock are entitled, in the aggregate, to Voting Power representing the same percentage of the Voting Power of this Corporation relative to the Class A Stock as was represented by the shares of Common Stock outstanding immediately prior to such reclassification, subdivision or combination, subject to the limitations, restrictions and conditions on such rights contained herein. 7. The following shall be inserted immediately after the portion of such ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO COMMON STOCK: GENERAL PROVISIONS RELATING TO CLASS A STOCK 1. Rights and Privileges. (a) Except as otherwise set forth in ARTICLE FIFTH of these Articles of Incorporation, that portion of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO ALL STOCK, or the Class A Provisions, the holders of Class A Common Stock shall be entitled to all of the rights and privileges pertaining to the ownership of Common Stock without any limitations, prohibitions, restrictions or qualifications whatsoever, and shall be entitled to such other rights and privileges as are expressly set forth in ARTICLE FIFTH of these Articles of Incorporation, that portion of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO ALL STOCK or in the Class A Provisions. (b) Except as otherwise set forth in ARTICLE FIFTH of these Articles of Incorporation, that portion of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO ALL STOCK, or in the Class A Provisions, the holders of Class A Preference Stock shall be entitled to all of the rights and privileges to which Kansas law accords a separate class of preferred stock, without any limitations, prohibitions, restrictions or qualifications whatsoever, and shall be entitled to such other rights and privileges as are expressly set forth in ARTICLE FIFTH of these Articles of Incorporation, that portion of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO ALL STOCK or in the Class A Provisions. 2. Dividends. (a) (i) The holders of shares of Class A Common Stock shall be entitled to receive, when and if declared by the Board of Directors out of funds legally available therefor, dividends in respect of the Class A Common Stock equivalent on a per share basis to those payable on the Common Stock. Dividends on the Class A Common Stock shall be payable on the same date fixed for the payment of the corresponding dividend on shares of Common Stock and shall be in an amount per share equal to the full per share amount of any cash dividend paid on shares of Common Stock, plus the full per share amount (payable in kind) of any non- cash dividend paid on shares of Common Stock. (ii) The holders of shares of Class A Preference Stock, in preference to the holders of Common Stock and of any other outstanding junior capital stock (including any series of Preferred Stock which is specifically made junior to the Class A Preference Stock in the payment of dividends), but after payment of dividends to holders of shares of all series of Preferred Stock that are not specifically made junior to or made to rank on a parity with the Class A Preference Stock in the payment of dividends, shall be entitled to receive, when and if declared by the Board of Directors out of funds legally available therefor, quarterly dividends payable in cash on the first day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date" and each such quarter a "Dividend Payment Period"), commencing on the first Quarterly Dividend Payment Date after the Initial Issuance Date, in an amount per share (rounded to the nearest cent) equal to (x) if the Conversion Price has not yet been Fixed, (1) during the first two years following the Initial Issuance Date, the greater of (A) the Minimum Dividend Amount per share of Class A Preference Stock multiplied by 43,118,018 and divided by the number of shares of Class A Preference Stock then outstanding, and (B) the Per Share Common Dividend (as defined below) multiplied by the Dividend Factor divided by the number of shares of Class A Preference Stock then outstanding, and (2) following the second anniversary of the Initial Issuance Date, an identical amount per Dividend Payment Period resulting in an annual dividend rate equal to 12.5 basis points over the Applicable LIBOR Rate, (y) if the Conversion Price has been Fixed but the Investment Completion Date has not occurred, the aggregate per share amount of all dividends and distributions (other than Extraordinary Dividends and other dividends or distributions that result in an adjustment pursuant to the Class A Provisions and other than a dividend payable in shares of Cellular Common Stock in connection with the Cellular Spin-off if it occurs prior to the delivery of a Notice of Abandonment)(the "Per Share Common Dividend"), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the Initial Issuance Date, in each case multiplied by a fraction, the numerator of which shall be $47.225 and the denominator of which shall be the Conversion Price at the time in effect, or (z) if the Investment Completion Date has occurred, the aggregate per share amount of all dividends (including, without limitation, all non-cash dividends except for dividends described in clause (iii), below) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the Investment Completion Date, in each case multiplied by a fraction, the numerator of which shall be the Liquidation Preference of a share of Class A Preference Stock and the denominator of which shall be the Conversion Price at the time in effect. With respect to shares of Class A Preference Stock outstanding for less than a full Dividend Payment Period, the dividend paid with respect to such shares shall be equal to the dividend paid with respect to such entire Dividend Payment Period times a fraction the numerator of which shall be the number of days during such Dividend Payment Period that such shares were outstanding and the denominator shall be the number of days during such Dividend Payment Period. (iii) If this Corporation shall declare and pay any dividend on shares of Common Stock payable in shares of Common Stock, or in options, warrants or rights to acquire shares of Common Stock, or in securities convertible into or exchangeable for shares of Common Stock, then in each case, this Corporation shall declare and pay, at the same time that it declares and pays any such dividend, an equivalent dividend per share on the Class A Common Stock. (b) Dividends under Section 2(a)(ii) of the Class A Provisions shall begin to accrue and be cumulative on outstanding shares of Class A Preference Stock from the Initial Issuance Date. Accrued but unpaid dividends shall accumulate but shall not bear interest. Dividends paid on the shares of Class A Preference Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Class A Pre ference Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 30 days prior to the date fixed for the payment thereof. (c) Notwithstanding any other provision of this Section 2, the holders of shares of Class A Preference Stock shall not be entitled to receive shares, other equity interests of any direct or indirect Subsidiary of this Corporation or cash or other property distributed to the holders of Common Stock in connection with the Cellular Spin-off. 3. Other Class A Preference Stock Terms. ------------------------------------ (a) (i) Except as otherwise provided in clause (iii) below, all of the outstanding shares of Class A Preference Stock shall automatically convert, without the requirement of any payment by the Class A Holders, upon the date (the "Conversion Date") that is the later of (A) the earliest of (I) 35 Trading Days after the Cellular Spin-off Date, (II) 30 days after the date on which this Corporation has delivered a notice to each Class A Holder that the Cellular Spin-off has been abandoned (a "Notice of Abandonment"), and (III) the 60th day after the fifth anniversary of the Initial Issuance Date, and (B) five Business Days after the date on which the Conversion Price becomes Fixed, into that number of validly issued, fully paid and nonassessable shares of Class A Common Stock or, if the Fundamental Rights shall have terminated as to all outstanding shares of Class A Preference Stock, Common Stock, equal to the quotient of the aggregate of the Liquidation Preference of the outstanding shares of Class A Preference Stock divided by the applicable Conversion Price specified in Section 3(b); provided that, if the Conversion Price has not been Fixed by the fifth anniversary of the Initial Issuance Date, the Class A Preference Stock shall only be convertible pursuant to Section 3(b)(v) of the Class A Provisions. In addition, shares of Class A Preference Stock shall convert, without the requirement of any payment by the Class A Holders, as otherwise provided in these Class A Provisions. To the extent any such conversion would result in the Class A Holders that are Aliens owning securities with Votes constituting in the aggregate more than 20% of the Voting Power of this Corporation outstanding at that time, such number of shares of Class A Preference Stock as may be required so that the 20% level is not exceeded shall, at the election of this Corporation, effected by delivery of a notice to each Class A Holder at least five Business Days prior to the Conversion Date, be either (a) redeemed by this Corporation within ten Business Days of the delivery of such notice in cash and/or Redemption Securities in an amount equal to the Liquidation Preference of such shares as modified to comply with the requirements of Article IX of the Stockholders' Agreement, or (b) sold by such Class A Holders in third party or open market sales (a "Requested Sale"), provided that this Corporation shall not be permitted to so redeem shares of Class A Preference Stock unless a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, such redemption, unless a Fair Price Condition has been satisfied. In the case of any Requested Sale, the Class A Holders shall sell such Shares, as promptly as practicable following receipt of the notice referred to in the immediately preceding sentence, but in no event later than 120 days following the receipt thereof, as extended day-for-day for each day that such sales are actually delayed during such time period because (A) the Requested Sale cannot be effected due to the anti-fraud rules of the U.S. securities laws, or (B) this Corporation has delayed a proposed registration of such shares in accordance with Section 1.4 of the Registration Rights Agreement. Each Class A Holder shall, promptly upon the conclusion of such Requested Sale, deliver to this Corporation a notice stating that such Requested Sale has been concluded and indicating the total amount of consideration received therefrom (the "Total Requested Sale Proceeds"). Following receipt of such notice, this Corporation shall promptly pay (a "Requested Sale Supplementary Payment") to each Class A Holder the excess, if any, of the aggregate Liquidation Preference of such shares sold by such Class A Holder over the Total Requested Sale Proceeds (in each case as modified to comply with the requirements of Section 9.2 of the Stockholders' Agreement). (ii) At any time on or after the Conversion Date, any holder of a certificate or certificates representing shares of Class A Preference Stock may surrender such certificates at the principal office of this Corporation (or at any other location designated by both this Corporation and the Class A Holders), which certificate or certificates, if this Corporation shall so require, shall be duly endorsed to this Cor- poration or in blank, or accompanied by proper instruments of transfer to this Corporation. This Corporation shall, as soon as practicable after such deposit of a certificate or certificates evidencing shares of Class A Preference Stock and compliance with any other conditions herein contained, deliver at such office (or such other location) to the person for whose account such certificate or certificates were so surrendered, or to the nominee or nominees of such person, a certificate or certificates evidencing the number of shares of Class A Common Stock or Common Stock, as the case may be, to which such person shall be entitled as aforesaid. The conversion of the shares of Class A Preference Stock shall be deemed to have been made, for all purposes, as of the Conversion Date without regard to the date of the surrender of the certificates for shares of Class A Preference Stock, and the person or persons entitled to receive the Class A Common Stock or Common Stock, as the case may be, deliverable upon conversion of such Class A Preference Stock shall be treated for all purposes as the record holder or holders of such Class A Common Stock or Common Stock, as the case may be, on the Conversion Date. (iii) Notwithstanding anything to the contrary in this Section 3(a), if after the Cellular Spin-off Date shares of Class A Preference Stock that previously were not convertible because the Cellular Spin-off Date had not occurred otherwise would be converted pursuant to this Section 3(a) into Class A Common Stock or Common Stock at a Conversion Price greater than 135% of the Average Sprint Price for the 20 Trading Days ended on the tenth Business Day prior to the Conversion Date, the Class A Holders may elect, by delivery of a notice to this Corporation executed by or on behalf of all Class A Holders, at least two Business Days prior to the Conversion Date, to defer such conversion until the first Business Day following the thirtieth day after the occurrence of a period of 20 Trading Days in which the Conversion Price is less than or equal to 135% of the Average Sprint Price over such period or until the Class A Holders shall otherwise elect, by delivery of a notice to this Corporation executed by or on behalf of each Class A Holder, to convert ten Business Days after delivery of such notice the shares of Class A Preference Stock at the Conversion Price set forth in Section 3(b) without regard to this clause (iii). If the Class A Holders elect to defer conversion in accordance with this Section 3(a)(iii), the shares of Class A Preference Stock shall not be subject to conversion pursuant to Section 3(b)(v) or redemption pursuant to Section 3(c). (b) The Conversion Price of the Class A Preference Stock shall initially be established at the time and at the price set forth below in this Section 3(b) (such Conversion Price to be subject in each case to adjustment as provided in the Class A Provisions): (i) If the Average Sprint Price determined at the Initial Issuance Date is within the Sprint Price Range, the Conversion Price shall be Fixed on the Initial Issuance Date at the Target Price. (ii) If the Average Sprint Price determined at the Initial Issuance Date is above the Upper Threshold Sprint Price, the Conversion Price shall be Fixed on the Initial Issuance Date at the Maximum Price (determined by reference to such Average Sprint Price). (iii) If the Average Sprint Price determined at the Initial Issuance Date is below the Lower Threshold Sprint Price, (x) the Conversion Price shall be Fixed on the Initial Issuance Date at the Minimum Price if this Corporation has elected, by delivery of a notice to each of FT and DT at least five Business Days before the Initial Issuance Date, to establish the Conversion Price at the Minimum Price (determined by reference to such Average Sprint Price), and the Conversion Price shall be Fixed on the Initial Issuance Date at the Target Price if FT and DT have elected, by delivery at least five Business Days before the Initial Issuance Date, of a notice to this Corporation executed by each of FT and DT, to establish the Conversion Price at the Target Price, the first such notice delivered to be effective, provided that this Corporation may only deliver such a notice if a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, Fixing the Conversion Price on the Initial Issuance Date at the Minimum Price, unless a Fair Price Condition has been satisfied; (y) if no timely election has been made by this Corporation or by FT and DT as contemplated by clause (x) above, and (1) if, prior to the second anniversary of the Initial Issuance Date, the Cellular Spin-off Date has occurred and the Average Sprint Price for any period of 20 consecutive Trading Days following the Cellular Spin-off Date has been at or above the New Lower Threshold Sprint Price, the Conversion Price shall, effective on the first day following the end of such 20-day period, be Fixed at the New Target Price, provided that if the Cellular Spin-off Date shall have occurred prior to the second anniversary of the Initial Issuance Date and the Average Sprint Price during any Spin-off Trading Period is at or above the Modified Lower Threshold, the Conversion Price shall be Fixed, effective on the first day following such Spin-off Trading Period, at the New Target Price; (2) if, prior to the second anniversary of the Initial Issuance Date, the Cellular Spin-off Date has not occurred and the Average Sprint Price for any period of 20 consecutive Trading Days has been at or above the Lower Threshold Sprint Price, the Conversion Price shall be Fixed on the day following the end of such 20-day period at the Target Price; (3) at any time prior to the second anniversary of the Initial Issuance Date, (i) if the Cellular Spin-off Date has occurred, this Corporation or the Class A Holders, by notice delivered, in the case of this Corporation to each Class A Holder, and in the case of the Class A Holders, to this Corporation by or on behalf of each Class A Holder, the first such notice delivered to be effective, may elect to Fix the Conversion Price, effective on the date of such notice, at (A) if the Class A Holders make such election, the New Target Price or (B) if this Corporation makes such election, the Minimum Price (determined by reference to such Average Sprint Price for the 20 consecutive Trading Day period ended five days before the date of such election, provided that, if the Cellular Spin-off Date has occurred fewer than 25 Trading Days prior to the delivery of such notice, the Conversion Price shall be determined by reference to such Average Sprint Price for the 20 consecutive Trading Day period beginning on the Trading Day following the Cellular Spin- off Date and the Conversion Date shall be Fixed five days after the end of such 20-day period), provided that this Corporation may only deliver such a notice if a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, Fixing the Conversion Price on the date of such notice at the Minimum Price, unless a Fair Price Condition has been satisfied; and (ii) if the Cellular Spin-off Date has not occurred, either this Corporation or the Class A Holders, by notice delivered, in the case of this Corporation, to each Class A Holder, and in the case of the Class A Holders, to this Corporation by or on behalf of each Class A Holder, the first such notice delivered to be effective, may elect to Fix the Conversion Price, effective on the date of such notice, at (A) if the Class A Holders make such election, the Target Price, or (B) if this Corporation makes such election, the Minimum Price (determined by reference to the Average Sprint Price for the 20 consecutive Trading Day period ended five days before the date of such election), provided that this Corporation may only deliver such a notice if a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, Fixing the Conversion Price on the date of such notice at the Minimum Price, unless a Fair Price Condition has been satisfied; (4) (A) if neither the Cellular Spin-off Date nor the conversion of all of the outstanding Class A Preference Stock into Class A Common Stock or Common Stock has occurred prior to the second anniversary of the Initial Issuance Date and the Conversion Price has not previously been Fixed, the Conversion Price will, automatically on such second anniversary, become Fixed at the Minimum Price, determined by reference to the Average Sprint Price for the 20 consecutive Trading Days ended five Business Days before such second anniversary; provided that, if such Average Sprint Price is then below the Second Anniversary Lower Threshold Sprint Price, this Corporation may elect to defer the Fixing of the Conversion Price, by notice delivered to each Class A Holder within such five Business Day period, so that if, at any time during the following three years, the Average Sprint Price shall be at least the Second Anniversary Lower Threshold Sprint Price (if the Cellular Spin-off Date shall not have occurred) or 93.308% of the New Lower Threshold Sprint Price (if the Cellular Spin-off Date shall have so occurred), the Conversion Price shall be Fixed at 93.308% of the Target Price (if the Cellular Spin-off Date shall not have so occurred) and 93.308% of the New Target Price (if the Cellular Spin-off Date shall have so occurred), provided that if the Cellular Spin-off Date shall have occurred prior to the fifth anniversary of the Initial Issuance Date and the Average Sprint Price during any Spin-off Trading Period is at or above the Modified New Lower Threshold, the Conversion Price shall be Fixed, effective on the day following such Spin-off Trading Period, at 93.308% of the New Target Price. At any time during such three year period, this Corporation may elect, by notice delivered to each Class A Holder, to cause the Conversion Price to be Fixed, effective on the date of such notice, at the Minimum Price (determined by reference to the Average Sprint Price for the 20 Trading Days ended five Business Days before the date of such election, provided that, if the Cellular Spin-off Date shall occur during the last 20 Trading Day period before the second anniversary of the Initial Issuance Date, all calculations to have been based upon such period under this clause (A) shall be deferred until the first 20 consecutive Trading Day Period after the Cellular Spin-off Date, on which such calculations shall be then based), provided that this Corporation may only deliver such a notice if a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, Fixing the Conversion Price on the date of such notice at the Minimum Price, unless a Fair Price Condition has been satisfied, and FT and DT may elect by notice delivered to this Corporation by or on behalf of each Class A Holder to cause the Conversion Price to be Fixed, effective on the date of such notice, at a price equal to 93.308% of the Target Price (if the Cellular Spin-off Date shall have not occurred) and 93.308% of the New Target Price (if the Cellular Spin-off Date shall have occurred), the first such notice to be effective; (B) if, prior to such second anniversary, the Cellular Spin-off Date has occurred, but the conversion of all of the outstanding shares of Class A Preference Stock has not taken place and the Conversion Price has not previously been Fixed, the Conversion Price will, automatically on such second anniversary, become Fixed at the Minimum Price, determined by reference to the Average Sprint Price for the 20 consecutive Trading Days ended five Business Days before the second anniversary of the Initial Issuance Date, provided that if such Average Sprint Price is then below 93.308% of the New Lower Threshold Sprint Price, this Corporation may elect to defer the Fixing of the Conversion Price by notice delivered to each Class A Holder within such five Business Day period so that if, at any time during the following three years, the Average Sprint Price shall be at least equal to 93.308% of the New Lower Threshold Sprint Price, the Conversion Price will be Fixed at 93.308% of the New Target Price. At any time during such three year period, this Corporation may elect by notice delivered to each Class A Holder at any time after the fifth Business Day following the end of the 20 Trading Day period starting on the first Trading Day following the Cellular Spin-off Date, to cause the Conversion Price to be Fixed, effective on the date of such notice, at the Minimum Price (determined by reference to the Average Sprint Price for the 20 Trading Days ended five Business Days before the date of such election), provided that this Corporation may only deliver such a notice if a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, Fixing the Conversion Price on the date of such notice at the Minimum Price, unless a Fair Price Condition has been satisfied, and the Class A Holders may elect, by notice to that effect delivered to this Corporation by or on behalf of each Class A Holder, at any time to cause the Conversion Price to be Fixed effective on the date of such notice, at a price equal to 93.308% of the New Target Price, the first such notice delivered to be effective. (iv) If the Conversion Price has been Fixed before the Cellular Spin-off Date, effective at the Cellular Spin-off Date, the Conversion Price fixed with reference to the Maximum Price, Minimum Price or Target Price, as the case may be, automatically and without notice, will be re-fixed with reference to the New Maximum Price, New Minimum Price or New Target Price, respectively, the calculation of such New Minimum Price or such New Maximum Price to be based on the Average Sprint Price used to calculate the related Maximum Price or Minimum Price, as the case may be. (v) If the Conversion Price has not been Fixed by a date which is five years after the Initial Issuance Date and this Corporation shall not have redeemed all of the outstanding shares of Class A Preference Stock as required under Section 3(c), the Class A Preference Stock shall be convertible only at the election of the Class A Holders made at any time after the end of ten Business Days after the 60th day after such fifth anniversary, by notice to that effect delivered to this Corporation by or on behalf of each Class A Holder, such conversion to occur five Business Days after delivery of such notice, at a Conversion Price equal to 135% of the Average Sprint Price for the 20 Trading Days ended on the Trading Day five Trading Days prior to such conversion. (vi) Upon the issuance of shares of Class A Preference Stock at the Optional Shares Closing (as defined in the Investment Agreement) or as provided in Section 7(i) of the Class A Provisions or Article V or VI of the Stockholders' Agreement, the Conversion Price shall be adjusted further to be the quotient of (x) the sum of (I) the number of outstanding shares of Class A Preference Stock prior to such issuance times the Conversion Price of such shares prior to this adjustment and (II) the number of such shares received upon such issuance times the purchase price thereof, divided by (y) the total number of shares of Class A Preference Stock outstanding after such issuance. (vii) In addition to any other adjustments provided for in the Class A Provisions, (x) the Conversion Price and, as appropriate, the per share dollar amounts reflected in or used in calculating the Adjusted Cellular Price, the Net Cellular Acquisition Amount, the Net Cellular Indebtedness, the Average Sprint Price, the Average Cellular Price, the Lower Threshold Sprint Price, the New Lower Threshold Sprint Price, the Upper Threshold Sprint Price, the New Upper Threshold Sprint Price, the Second Anniversary Lower Threshold Sprint Price, the Target Price, the New Target Price, the Minimum Price, the New Minimum Price, the Maximum Price, the New Maximum Price, the Modified Lower Threshold, the Modified New Lower Threshold, and the Cellular Spin-off Reduction Factor shall be adjusted to reflect any stock split, subdivision, stock dividend payable in shares of Common Stock or other reclassification, consolidation or combination of this Corporation's Voting Securities or similar action or transaction undertaken after June 14, 1994, provided that no such adjustment shall be made to the Average Sprint Price, the Average Cellular Price, the Minimum Price or the New Minimum Price with respect to events described in this clause (x) which occur prior to the beginning of the measurement period with respect to such price, and provided, further, that no adjustment shall be made under this subsection (vii)(x) in respect of the Cellular Spin-off or any Spin-off. (y) the Conversion Price and, as appropriate, the per share dollar amounts reflected in or used in calculating the Lower Threshold Sprint Price, the New Lower Threshold Sprint Price, the Upper Threshold Sprint Price, the New Upper Threshold Sprint Price, the Second Anniversary Lower Threshold Sprint Price, the Target Price, the New Target Price, the Minimum Price, the New Minimum Price, the Modified Lower Threshold, the Modified New Lower Threshold, the Maximum Price and the New Maximum Price shall be adjusted to reflect any Extraordinary Dividend or Dividends and any non-cash dividend or distribution (except as described in clause (x) and except for dividends or distributions of equity securities of any Subsidiary of this Corporation pursuant to a Spin-off or the Cellular Spin-off) paid on or with respect to shares of Common Stock, or any reorganization or reclassification pursuant to which holders of Common Stock receive cash, property or (except as described in clause (x), above) securities of this Corporation, in each case occurring after June 22, 1995, as follows, provided that no such adjustment shall be made to the Minimum Price or the New Minimum Price with respect to events described in this clause (y) which occur prior to the determination of such price: (A) if such dividend, distribution or event occurs on or prior to the date the Conversion Price is Fixed, (1) the Target Price, the Maximum Price, the New Target Price, the Minimum Price, the New Minimum Price and the New Maximum Price shall be decreased dollar for dollar by the amount of cash and the Fair Market Value of all non-cash property or securities distributed with respect to a share of Common Stock (the "Per Share Distributed Value"); (2) the Lower Threshold Sprint Price and the New Lower Threshold Sprint Price shall be decreased by the Per Share Distributed Value divided by 1.35; and (3) the Upper Threshold Sprint Price and the New Upper Threshold Sprint Price shall be decreased by the Per Share Distributed Value divided by 1.25; and (B) if such dividend, distribution or event occurs after the date the Conversion Price is Fixed, the Conversion Price shall be decreased by subtracting an amount equal to the Per Share Distributed Value. (c) Unless the Class A Holders have exercised their option to defer conversion of the Class A Preference Stock pursuant to Section 3(a)(iii), each outstanding share of Class A Preference Stock shall be redeemed by this Corporation within five Business Days after the 60th day following the fifth anniversary of the Initial Issuance Date for cash at a redemption price per share equal to its Liquidation Preference (such price, the "Class A Preference Redemption Price"), such payment to be delivered to each Class A Holder no later than five Business Days after such redemption, provided that the failure to so redeem at such time shall not preclude this Corporation from so redeeming at any time thereafter. (d) If any time after the termination of Fundamental Rights as to all outstanding Shares of Class A Preference Stock, this Corporation shall not have declared and paid all accrued and unpaid dividends on the Class A Preference Stock as provided in Section 2 of the Class A Provisions for four consecutive Quarterly Dividend Payment Dates, then, in addition to any other voting rights provided in these Articles of Incorporation, the holders of the Class A Preference Stock shall have the exclusive right, voting separately as a class, to elect two Directors. The right of the holders of the Class A Preference Stock to elect the Class A Directors pursuant to this Section 3(d) shall continue until all such accrued and unpaid dividends shall have been paid. At such time, the terms of the Class A Directors shall terminate. At any time when the holders of the Class A Preference Stock shall have thus become entitled to elect Class A Directors, a special meeting of the Class A Holders shall be called for the purpose of electing such Class A Directors, to be held within 30 days after the right of the holders of the Class A Preference Stock to elect such Class A Directors shall arise, upon notice given in the manner provided by law or the Bylaws of this Corporation for giving notice of a special meeting of the Class A Holders (provided, however, that such a special meeting shall not be called if the annual meeting of stockholders is to convene within said 30 days). At any such special meeting or at any annual meeting at which the Class A Holders shall be entitled to elect Class A Directors, the holders of a majority of the then outstanding Class A Preference Stock present in person or by proxy shall be sufficient to constitute a quorum for the election of such directors. The persons elected by the holders of the Class A Preference Stock at any meeting in accordance with the terms of the preceding sentence shall become Class A Directors on the date of such election. (e) Whenever quarterly dividends or other dividends or distributions payable on the Class A Preference Stock as provided in Section 2 of the Class A Provisions are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Class A Preference Stock outstanding shall have been paid in full, this Corporation shall not: (i) declare or pay dividends or make any other distributions on any shares or stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Class A Preference Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Class A Preference Stock except dividends paid ratably on the Class A Preference Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or (iii) redeem or purchase or otherwise acquire for consideration shares of any stock junior (either as to dividends or upon liquida- tion, dissolution or winding-up) to the Class A Preference Stock, provided that, notwithstanding the foregoing, this Corporation may at any time redeem, purchase or otherwise acquire shares of stock of any such class junior as to either or both dividends or upon liquidation, dissolution or winding-up, in exchange for, or out of the net cash proceeds from the substantially simultaneous sale of, other shares of stock of any class which is also junior as to either or both dividends or upon liquidation, dissolution or winding-up, as the case may be. (f) This Corporation shall not permit any Subsidiary of this Corporation to purchase or otherwise acquire for consideration any shares of stock of this Corporation unless this Corporation could, under Section 3(e), above, purchase or otherwise acquire such shares at such time and in such manner. 4. Special Rights to Disapprove Certain Actions. At least 40 days prior to the occurrence of a Subject Event (as defined below), this Corporation shall deliver to each Class A Holder a notice (a "Notice") of such proposed Subject Event, setting forth in reasonable detail the nature of such proposed Subject Event. This Corporation shall thereafter be entitled to effect such proposed Subject Event unless within 30 days of delivery of such Notice there shall have been a Class A Action exercising the special rights of the Class A Holders to disapprove such Subject Event, provided that the Class A Holders shall have no special right to disapprove any action (x) which this Corporation is required to take to comply with its obligations or exercise its rights under the Investment Agreement, the Stockholders' Agreement, the Standstill Agreement, the Registration Rights Agreement or the Joint Venture Agreement or any document executed pursuant to any such agreement or the Class A Provisions, or (y) taken to comply with Applicable Law or the rules of any exchange or market system on which securities of this Corporation may be traded, and provided, further, that any action to be taken by this Corporation in reliance on clause (y) of the foregoing proviso is the only action commercially reasonably available to this Corporation to effect such compliance, as certified to the Class A Holders by resolution of the Independent Directors. For purposes of these Articles, the term "Subject Event" means only the following transactions and only if such transactions are consummated within the respec tive time periods indicated below: (a) Until the second anniversary of the Initial Issuance Date or, in the case of clause (iv) below, the later of (x) the second anniversary of the Initial Issuance Date and (y) the Investment Completion Date: (i) any transaction or series of related transactions (other than Exempt Asset Divestitures or Exempt Long Distance Asset Divestitures) that results, directly or indirectly, in Transfers of assets of this Corporation or its Subsidiaries with an aggregate Fair Market Value (calculated in the case of each Transfer as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect such Transfer) of more than 20 percent of Market Capitalization (calculated (x) in the case of a single transaction as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect such Transfer and (y) in the case of a series of related transactions, as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect the last of such Transfers); (ii) any transaction or series of related transactions (including, without limitation, mergers, purchases of stock or assets, joint ventures or other acquisitions), but excluding any transaction constituting an Exempt Asset Divestiture or Exempt Long Distance Asset Divestiture, resulting, directly or indirectly, in the acquisition by this Corporation or its Subsidiaries for cash or debt securities maturing in less than one year from the date of issuance of (x) assets constituting or predominantly used in Core Businesses ("Core Business Assets") for a purchase price or, in the case of a series of related transactions, an aggregate purchase price that exceeds 20 percent of Market Capitalization (calculated as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect such transaction or, in the case of a series of related transactions, as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect the last of such related transactions) or (y) other assets for a purchase price or, in the case of a series of related transactions, for an aggregate purchase price that exceeds five percent of Market Capitalization (calculated as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect such transaction or, in the case of a series of related transactions, as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect the last of such related transactions), provided that, if any such other assets are proposed to be obtained in the course of a proposed transaction in which both Core Business Assets and other assets are to be acquired and the ratio of the fair market value of the Core Business Assets to be acquired to the fair market value of the other assets to be acquired exceeds 1.75 to 1, then the holders of the Class A Stock shall not be entitled to disapproval rights with respect to such transaction except as provided in clause (x) of this Section 4(a)(ii); (iii) issuance by this Corporation of any capital stock or debt (including, without limitation, direct or indirect issuances such as pursuant to mergers and other business combinations) with both (x) a class vote to elect one or more Directors and (y) rights with respect to dispositions of Long Distance Assets or other assets, or share issuances, which rights are in scope and duration as extensive as or more extensive than the comparable related rights granted to the Class A Holders in these Articles of Incorporation or in the Stockholders' Agreement, provided that this Section 4(a)(iii) shall not apply to the extent that (a) such rights are required by Applicable Law, (b) the holders of any series of Preferred Stock have the right, voting separately as a class, to elect a number of Directors of this Corporation upon the occurrence of a default in payment of dividends or redemption price, or (c) such rights described in clause (y) are granted in connection with borrowings and are reflected in a loan agreement, credit agreement, trust indenture or similar agreement or instrument; (iv) declaration of any Extraordinary Dividends during any one year that, individually or in the aggregate, exceed five percent of Market Capitalization as at the Business Day immediately preceding the declaration of the last such dividend or distribution (other than in connection with transactions within the meaning of clause (e) of the definition of Exempt Asset Divestitures or clause (g) of the definition of Exempt Long Distance Asset Divestitures); or (v) any merger or other business combination in which this Corporation is not the surviving parent corporation. (b) Until the earliest of (i) the fifth anniversary of the Initial Issuance Date, (ii) such time as (A) legislation has been enacted repealing Section 310, (B) an FCC Order shall have been issued, or (C) outside counsel to this Corporation with a nationally recognized expertise in telecommunications regulatory matters delivers to each of FT and DT a legal opinion, addressed to each of them, in form and substance reasonably satisfactory to FT and DT, to the effect that Section 310 does not prohibit FT and DT from owning the Long Distance Assets proposed to be Transferred by this Corporation, (iii) the delivery by FT, DT, Atlas or any of their Affiliates (or a Permitted Designee (as such term is defined in the Joint Venture Agreement)) of a notice pursuant to Section 17.2(b) of the Joint Venture Agreement indicating the agreement to purchase all of the Sprint Venture Interests (as such term is defined in the Joint Venture Agreement) following an offer by this Corporation or Sprint Sub pursuant to Section 17.2(a) of the Joint Venture Agreement, and (iv) the delivery by this Corporation and/or Sprint Sub of a notice pursuant to Section 17.3(a) of the Joint Venture Agreement exercising the put right to sell all of their Sprint Venture Interests (as such term is defined in the Joint Venture Agreement) to FT, DT and Atlas (or a Permitted Designee (as such term is defined in the Joint Venture Agreement)), a direct or indirect Transfer (other than in connection with an Exempt Long Distance Asset Divestiture) after the Initial Issuance Date by this Corporation or its Subsidiaries of Long Distance Assets with a Fair Market Value (calculated as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect such Transfer) that, when aggregated with the Fair Market Value of all other Long Distance Assets Transferred by this Corporation or its Subsidiaries since the Initial Issuance Date (other than in Exempt Long Distance Asset Divestitures) (calculated in each case as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect each such respective Transfer) exceeds five percent of the Fair Market Value of the Long Distance Assets of this Corporation and its Subsidiaries, on a consolidated basis (calculated as at the date this Corporation or any such Subsidiary enters into a definitive agreement to effect the last such Transfer). (c) Except as otherwise provided in Section 7 of the Class A Provisions, for so long as any shares of Class A Stock are outstanding: (i) any amendment to these Articles of Incorporation, the Bylaws or the Rights Agreement that would adversely affect the rights of the Class A Holders under these Articles of Incorporation or the Bylaws; (ii) issuance by this Corporation (including, without limitation, pursuant to mergers or other business combinations) of any series or class of capital stock or debt security with Supervoting Powers; (iii) any merger or other business combination involving this Corporation that results directly or indirectly in a Change of Control, unless the surviving corporation expressly (x) assumes all of this Corporation's obligations in respect of the rights of the Class A Holders under Section 4(b) of the Class A Provisions and the provisions of Article III of the Stockholders' Agreement (except, in each case, as they may be otherwise terminated pursuant to the Class A Provisions or the Stockholders' Agreement) and all of the provisions of the Registration Rights Agreement and (y) agrees to be bound by any applicable Tie- Breaking Vote in accordance with Articles 17 and 18 of the Joint Venture Agreement; (iv) any merger or other business combination involving this Corporation that does not result directly or indirectly in a Change of Control unless: (x) this Corporation survives as the parent entity; or (y) the surviving corporation expressly assumes all of this Corporation's obligations in respect of the rights of the Class A Holders granted pursuant to these Articles of Incorporation and the Class A Provisions and under the Bylaws, the Stockholders' Agreement and the Registration Rights Agreement; or (v) if any shares of Class A Preference Stock are outstanding, issuance by this Corporation of shares of Preferred Stock which have rights to the payment of dividends or the distribution of assets upon the liquidation, dissolution or winding up of this Corporation senior to such rights of the Class A Preference Stock. 5. Special Rights Regarding Major Issuances. At least 90 days before the consummation, directly or indirectly, by this Corporation of any Major Issuance prior to the second anniversary of the Initial Issuance Date, this Corporation shall deliver to each Class A Holder a notice of such proposed Major Issuance. This Corporation shall be entitled to effect such proposed Major Issuance (upon receipt of the requisite approval of the Board of Directors described below) unless within 75 days of the delivery of such notice there shall have been a Class A Action exercising the special rights of the Class A Holders to disapprove such Major Issuance. In addition, so long as any Class A Stock is outstanding, prior to effecting any Major Issuance: (a) occurring on or prior to the fifth anniversary of the Initial Issuance Date, this Corporation shall obtain the prior approval of two-thirds of the Independent Directors by resolution, certified to the Class A Holders; and (b) occurring after the fifth anniversary of the Initial Issuance Date, this Corporation shall obtain the prior approval of a majority of the Independent Directors. 6. Special Rights Regarding Holdings by Major Competitors of FT or DT. ------------------------------------------------------------------ (a) Until the tenth anniversary of the Initial Issuance Date, at least 90 days prior to consummating any transaction or taking any other action that, directly or indirectly, would result in, or is taken for the purpose of encouraging or facilitating, a Major Competitor of FT or DT or of the Joint Venture having, or being granted by this Corporation any right, permission or approval to acquire (other than pursuant to a Strategic Merger), a Percentage Ownership Interest of ten percent or more (a "Major Competitor Transaction"), this Corporation shall provide each Class A Holder with notice of such Major Competitor Transaction in the manner set forth in Subsection (c) below and, if there is a Class A Action exercising the special rights of the Class A Holders to disapprove such Major Competitor Transaction within 75 days of the delivery of such notice, this Corporation shall not consummate such Major Competitor Transaction. (b) Until the tenth anniversary of the Initial Issuance Date, if a Major Competitor of FT or DT or of the Joint Venture obtains a Percentage Ownership Interest of 20 percent or more as a result, directly or indirectly, of a Strategic Merger: (i) if the Class A Holders have not made the commitment described in Article VI of the Stockholders' Agreement, this Corporation (or its successor in such Strategic Merger) shall, subject to the provisos of Sections 2.1(a)(iii) and 2.2(a) of the Standstill Agreement, nonetheless take all action necessary or advisable to lift all restrictions, contractual or otherwise, imposed by this Corporation or such successor on the ability of the Class A Holders, at any time after the Class A Common Issuance Date, to purchase shares of Common Stock or other Voting Securities from third parties sufficient to permit the Class A Holders to have a Percentage Ownership Interest equal to that of the Major Competitor of FT or DT or of the Joint Venture; and (ii) this Corporation shall ensure that the Class A Holders have rights with regard to (w) a class vote to elect Directors, (x) class approval and disapproval rights, (y) any other special rights in respect of the business or operations of this Corporation and (z) any rights to receive special dividends, distributions or other rights from this Corporation, which are in scope and duration at least as extensive as any rights granted by this Corporation to such Major Competitor of FT or DT or of the Joint Venture (other than rights deriving solely from the number of Voting Securities owned), regardless of whether or not the Class A Holders purchase any additional Voting Securities. (c) Until the tenth anniversary of the Initial Issuance Date, this Corporation shall deliver to each Class A Holder notice of its intent to issue Voting Securities in a Major Competitor Transaction to any Major Competitor of FT or DT or of the Joint Venture at least 30 days prior to such issuance, such notice to contain a complete and correct description in reasonable detail of the transaction in question, including, without limitation, the purchase price for such securities, the nature of such securities, the identity of the Major Competitor of FT or DT or of the Joint Venture and the rights (contractual and other) this Corporation would grant such Major Competitor. This Corporation shall also deliver to each Class A Holder notice of any such issuance within five days after it occurs, such notice to contain a description of the transaction in question and be accompanied by complete and correct copies of all agreements, instruments and written understandings of this Corporation, its Subsidiaries and Affiliates and such Major Competitor of FT or DT or of the Joint Venture and the Subsidiaries and Affiliates of such Major Competitor executed in respect of such transaction. 7. Conversion of Shares; Termination of Fundamental Rights. ------------------------------------------------------- (a) Failure to Maintain Ownership. If, after the Investment Completion Date, the aggregate Committed Percentage of the Class A Holders shall be below ten percent (i) for more than 180 consecutive days or (ii) immediately following a Transfer of Class A Stock by a Class A Holder, each outstanding share of Class A Common Stock shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock, or if any shares of Class A Preference Stock are outstanding, the Fundamental Rights shall terminate as to all outstanding shares of Class A Preference Stock, such conversion or termination to take place on the next Business Day following the end of such 180-day period in the case of clause (i) or on the date of such Transfer in the case of clause (ii), provided that, if the aggregate Committed Percentage of the Class A Holders shall fall below ten percent for more than 180 consecutive days following the later of the Fixed Closing Date and the date of a Major Issuance as a result of the consummation of such Major Issuance, then unless all of the outstanding shares of Class A Common Stock shall have been converted earlier, or the Fundamental Rights shall have previously terminated as to all outstanding shares of Class A Preference Stock, in each case pursuant to this Section 7 of the Class A Provisions, (x) the Class A Common Stock shall not convert into Common Stock, or the Fundamental Rights shall not terminate, as the case may be, until the last to occur of (i) the third anniversary of the date of such Major Issuance, (ii) the third anniversary of the Fixed Closing Date and (iii) the Investment Completion Date, and (y) the Class A Holders shall continue to be entitled to elect Directors pursuant to ARTICLE FIFTH of these Articles of Incorporation until the last to occur of (i) the third anniversary of the date of such Major Issuance, (ii) the third anniversary of the Fixed Closing Date, and (iii) the Investment Completion Date, but (z) after the last to occur of the expiration of 180 days following the Fixed Closing Date, 180 days following the date of such Major Issuance, and the Investment Completion Date, the Class A Holders shall no longer have their rights under Sections 4, 5, 6, 7 and 8 of the Class A Provisions, and provided, further, that such conversion shall not be considered to be an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (b) FT/DT Joint Venture Termination; Material Breach of Investment Documents. (i) Each outstanding share of Class A Common Stock shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock and, if any shares of Class A Preference Stock are outstanding, the Fundamental Rights shall terminate as to all outstanding shares of Class A Preference Stock, if: (t) the Sprint Parties receive the Tie-Breaking Vote pursuant to Section 17.5 of the Joint Venture Agreement; (u) there is an FT/DT Joint Venture Termination; (v) FT or DT or any Qualified Subsidiary breaches in any material respect its obligations under Section 2.4 of the Stockholders' Agreement; (w) FT or DT or any Qualified Subsidiary breaches in any material respect its obligations under Article II (other than Section 2.4) of the Stockholders' Agreement; (x) FT, DT or any Qualified Subsidiary breaches any of the provisions of Article 2 (other than Section 2.1(b)) of the Standstill Agreement or any corresponding provision of any Qualified Subsidiary Standstill Agreement; (y) FT, DT or any Qualified Subsidiary breaches any of the provisions of Sections 3.1 or 3.2 of the Standstill Agreement or any corresponding provisions of any Qualified Subsidiary Standstill Agreement, in each case in a Control Context, or otherwise breaches Sections 3.1(a)(ii), (iii) or (iv) or Section 3.1(g) of the Standstill Agreement or any corresponding provision of any Qualified Subsidiary Standstill Agree- ment; or (z) FT, DT or any Qualified Subsidiary breaches any of the provisions of Sections 3.1 (except Section 3.1(a)(ii), (iii) or (iv), or Section 3.1(g)) or 3.2 of the Standstill Agreement or any corresponding provisions of any Qualified Subsidiary Standstill Agreement, in each case other than in a Control Context; provided that, with respect to an alleged breach of the type described in clauses (v), (w), (x), (y) or (z) above, the Class A Holders alleged to have committed such breach (the "Breaching Holders") shall deliver a notice (I) except with respect to a breach of the type described in clause (y) above, in accordance with clauses (ii)(x) or (iii)(x) below, in which case no conversion of the Class A Common Stock or termination of the Fundamental Rights as to all outstanding shares of Class A Preference Stock, as the case may be, shall take place unless such breach fails to be cured within the time provided for cure in such clause (ii) or (iii), as the case may be; (II) in accordance with clauses (ii)(y), (iii)(y) or (iv) below, in which case no conversion of the Class A Common Stock or termination of the Fundamental Rights, as the case may be, shall take place until there is issued a final nonappealable decision or order of a court of competent jurisdiction finding that such breach has occurred and, if applicable, was not cured within the time provided for cure in clauses (ii) or (iii) below, as the case may be; or (III) admitting that such a breach has occurred, and (if applicable) cannot be cured within the time periods provided for cure in clauses (ii) or (iii) below, in which case each outstanding share of Class A Common Stock shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock or the Fundamental Rights shall terminate as to all outstanding shares of Class A Preference Stock, as the case may be, in each case upon delivery of such notice; and provided, further, that if the Breaching Holders fail to perform the actions described in clauses (I) or (II) above within the time periods provided for performing such actions in clauses (ii), (iii) or (iv) below, they shall be deemed to have taken the action described in clause (III) above. (ii) For any alleged breach of the type described in clauses (w), (x) or (z) of clause (i) above, the Breaching Holders shall have the right, within five Business Days after the date (for purposes of this clause (ii), the "Breach Notice Date") that notice of such breach is delivered to each Breaching Holder by this Corporation, to deliver to this Corporation a notice either: (x) committing to effect a cure as soon as practical, in which case the Breaching Holders shall effect such cure as soon as practical, but in no event later than the 20th Business Day from the Breach Notice Date (or, with respect to an alleged breach of clauses (w) or (x), if such cure cannot be effected within such time period due to the anti- fraud rules of the U.S. securities laws, such longer period as is reasonably necessary to cure such breach in a manner consistent with such rules), provided that (I) the Breaching Holders shall have no right to cure unless such breach is susceptible to cure; (II) such cure period shall continue only for so long as each Breaching Holder shall be undertaking to effect such a cure in a diligent manner; (III) with respect to an alleged breach of clause (i)(x) above, this Corporation shall have the right at any time after the end of such 20-day period to purchase such number of shares of Common Stock or Class A Stock, as the case may be, as is necessary to return the Class A Holders to the ownership level permitted by the Standstill Agreement or a Qualified Subsidiary Standstill Agreement, as the case may be, at a price equal to the lower of (A) the Market Price for such shares at the time of such redemption and (B) the price paid by the Breaching Holders for such shares, provided that this Corporation may only exercise such right if a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, such a purchase of Shares, unless a Fair Price Condition has been satisfied; and (IV) withdrawal of the action alleged to have caused such breach shall not, in and of itself, give rise to a presumption that such breach has been cured; or (y) disputing that such a breach has occurred, provided that during such time as the most recent decision or order of a court of competent jurisdiction is to the effect that such breach has occurred and was not cured within the time provided for cure in clause (x) of this clause (ii), the rights provided to the Class A Holders under Sections 4 (except 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions and the right to elect members of the Board of Directors of the holders of the Class A Stock under ARTICLE FIFTH of these Articles of Incorporation shall be suspended and may not be exercised by the Class A Holders. (iii) For any alleged breach of the type described in clause (i)(v) above, the Breaching Holders shall have the right, within five Business Days after the date (for purposes of this clause (iii), the "Breach Notice Date") that notice of such breach is delivered to each Breaching Holder by this Corporation, to deliver to this Corporation a notice either: (x) committing to effect a cure as soon as practical, in which case the Breaching Holders shall effect such cure as soon as practical, but in no event later than the 20th Business Day from the Breach Notice Date (or, if such cure cannot be effected within such time period due to the anti-fraud rules of the U.S. securities laws, such longer period as is reasonably necessary to cure such breach in a manner consistent with such rules), provided that (I) the Breaching Holders shall have no right to cure unless such breach is susceptible to cure; (II) such cure period shall continue only for so long as each Breaching Holder shall be undertaking to effect such a cure in a diligent manner; and (III) withdrawal of the action alleged to have caused such breach shall not, in and of itself, give rise to a presumption that such breach has been cured; or (y) disputing that such a breach has occurred; provided that, in each case, from the Breach Notice Date until the earlier to occur of the cure of such breach and the issuance of a decision or order of a court of competent jurisdiction finding that such breach has not occurred or was cured within the time provided for cure in clause (x) of this clause (iii), the rights provided to the Class A Holders under Sections 4 (except 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions and the right to elect members of the Board of Directors of the holders of the Class A Stock under ARTICLE FIFTH of these Articles of Incorporation shall be suspended and may not be exercised by the Class A Holders; and provided, further, that following such decision or order, such rights shall be suspended during such time as the most recent decision or order of a court of competent jurisdiction is to the effect that such breach has occurred and was not cured within the time provided for cure in clause (x) of this clause (iii). (iv) For any alleged breach of the type described in clause (i)(y) above, the Breaching Holders shall have the right, within five Business Days after the date (for purposes of this clause (iv), the "Breach Notice Date") that notice of such breach is delivered to each Breaching Holder by this Corporation, to deliver to this Corporation a notice disputing that such a breach has occurred, provided that from the Breach Notice Date until the issuance of a decision or order of a court of competent jurisdiction finding that such breach has not occurred, the rights provided to the Class A Holders under Sections 4 (except 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions and the right to elect members of the Board of Directors of the holders of the Class A Stock under ARTICLE FIFTH of these Articles of Incorporation shall be suspended and may not be exercised by the Class A Holders; and provided, further, that following such decision or order, such rights shall be suspended during such time as the most recent decision or order of a court of competent jurisdiction is to the effect that such breach has occurred. (v) For purposes of this Section 7(b), an alleged breach shall be deemed to have occurred in a Control Context if the action or actions alleged to have given rise to such breach were taken in the context of efforts by any Class A Holder or any other Person having the purpose or effect of changing or influencing the control of this Corporation. (vi) No conversion pursuant to this Section 7(b) shall be considered an acquisition for purposes of Section 7(i) of the Class A Provisions. (c) Failure to Purchase at Closings; Class A Preference Stock Ownership. The Fundamental Rights shall terminate as to all outstanding shares of Class A Preference Stock if (i) FT or DT or any Qualified Subsidiary which is a party to the Investment Agreement breaches its obligation to purchase shares of Common Stock or Class A Stock, as the case may be, under the Investment Agreement at an Additional Preference Stock Closing, a Supplemental Preference Stock Closing or a Deferred Common Stock Closing, as such terms are defined in the Investment Agreement, or (ii) if, prior to the Investment Completion Date, the outstanding shares of Class A Preference Stock have an aggregate liquidation value of less than $1.5 billion as a result of a Transfer of shares of Class A Preference Stock by a Class A Holder (other than a Transfer contemplated by Section 7.4(b)(i)(y) of the Stockholders' Agreement); (d) Corporation Joint Venture Termination. Unless the Class A Common Stock shall have been con verted earlier or the Fundamental Rights shall have been terminated earlier as to all outstanding shares of Class A Preference Stock, in each case pursuant to this Section 7 of the Class A Provisions, if there is a Corporation Joint Venture Termination, each outstanding share of Class A Common Stock shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock or the Fundamental Rights shall terminate as to all outstanding shares of Class A Preference Stock, as the case may be, in each case on the third anniversary of the date of such Corporation Joint Venture Termination, provided that any such conversion shall not be considered to be an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (e) Other Joint Venture Termination. If (i) there is a sale of all the Venture Interests of the Sprint Parties or the FT/DT Parties pursuant to Section 17.2, 17.3, 17.4, 19.3, 20.6 or 20.11 of the Joint Venture Agreement or (ii) the Joint Venture is otherwise terminated, in each case other than due to (i) an FT/DT Joint Venture Termination or (ii) a Corporation Joint Venture Termination: (x) on the date of such termination, the rights provided to the Class A Holders in Sections 4 (except Sections 4(c)(i) and 4(c)(iii)), 5 and 6 of the Class A Provisions shall terminate; and (y) unless the Class A Common Stock shall have been converted, or the Fundamental Rights shall have been terminated earlier as to all outstanding shares of Class A Preference Stock, as the case may be, in each case pursuant to this Section 7 of the Class A Provisions, each outstanding share of Class A Common Stock shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock or those Fundamental Rights which have not been terminated earlier as to all outstanding shares of Class A Preference Stock pursuant to clause (x) shall terminate, as the case may be, in each case on the third anniversary of the date of such termination, provided that any such conversion shall not be considered to be an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (f) Change of Control. If there is a Change of Control within the meaning of clause (a) of the definition of Change of Control, (i) the rights provided to the Class A Holders in ARTICLE FIFTH of these Articles of Incorporation, and Sections 4 (except Sections 4(b), 4(c)(iii) (as to rights provided under Section 4(b)) and 4(c)(iv) (as to rights provided under Section 4(b)), 5 and 6 of the Class A Provisions shall terminate upon the consummation of the transactions contemplated thereby, provided that, prior to such consummation, this Corporation shall engage in good faith negotiations with any potential acquiror of Control to provide the Class A Holders with rights equivalent to those provided in ARTICLE FIFTH of these Articles of Incorporation and (ii) all, but not less than all, of the Class A Holders shall have the right (but not the obligation) to deliver to this Corporation a written notice upon which delivery (x) if Class A Common Stock is then outstanding, each outstanding share of Class A Common Stock shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock or (y) if Class A Preference Stock is then outstanding, (A) if at the time of delivery of such notice the Conversion Price has been Fixed, the Transfer Restrictions shall cease to be of further force and effect, and each share of Class A Preference Stock Transferred thereafter (other than to a Qualified Subsidiary or Class A Holder) shall convert at the applicable Conversion Price (without the payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, or (B) if at the time of delivery of such notice the Conversion Price has not been Fixed, the Class A Holders may deliver a notice to this Corporation electing either that (x) upon delivery of such notice, the Transfer Restrictions shall cease to be of further force and effect, and each share of Class A Preference Stock Transferred thereafter (other than to a Qualified Subsidiary or Class A Holder) shall convert upon such Transfer at the Target Price (without the payment of consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, or (y) on the 31st day following delivery of such notice, the Transfer Restrictions cease to be of further force and effect, and each share of Class A Preference Stock Transferred thereafter (other than to a Qualified Subsidiary or Class A Holder) shall convert upon such Transfer at the Minimum Price at the date of such Transfer (without the payment of consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, provided that this Corporation may elect within 30 days after the delivery of notice by the Class A Holders hereunder to the effect specified in this clause (y), in lieu of releasing the Transfer Restrictions and having such Shares convert at the Minimum Price, to have this Corporation redeem each share of Class A Preference Stock for cash at a per share price equal to its Liquidation Preference on the 90th day following the delivery of such notice, provided, further, that (i) if this Corporation's notes at the date of delivery of such notice fulfill the requirements set forth in the proviso to the definition of "Corporation Eligible Notes," this Corporation may, upon delivery of a notice to each Class A Holder no fewer than ten Business Days prior to such 90th day, in lieu of redeeming the Class A Preference Stock for cash, issue to each Class A Holder a Corporation Eligible Note in an amount equal to the aggregate Liquidation Preference attributable to the shares of Class A Preference Stock held by such Class A Holder maturing at the earlier of (A) three years from the date of issuance, and (B) five years from the Initial Issuance Date, and (ii) this Corporation shall not be permitted to elect the option to redeem set forth in the first proviso unless a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, such redemption, unless a Fair Price Condition has been satisfied. Any such conversion of Class A Stock pursuant to this clause (f) shall not be considered to be an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (g) Unequal Ownership. (i) If the ratio (the "Ownership Ratio") of the Percentage Ownership Interest of either FT or DT to the Percentage Ownership Interest of the other exceeds the Applicable Ratio for 60 consecutive days following a notice of such event delivered by this Corporation to each of FT and DT, each share of Class A Common Stock, if any, shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock or the Fundamental Rights shall terminate as to all outstanding shares of Class A Preference Stock, as the case may be, provided that any such conversion shall not be considered to be an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (ii) For purposes of calculating the Ownership Ratio, FT and DT shall be deemed to own shares of Class A Stock owned by a Qualified Subsidiary as follows: (x) if only one of FT or DT owns, directly or indirectly, Votes in such Qualified Subsidiary, FT or DT, as the case may be, shall be deemed to own all of the shares of Class A Stock owned by such Qualified Subsidiary; and (y) if both FT and DT own, directly or indirectly, Votes in such Qualified Subsidiary, each of FT and DT shall be deemed to own its respective Applicable Percentage of the shares of Class A Stock owned by such Qualified Subsidiary. As used herein, the "Applicable Percentage" shall mean the percentage of the equity interests of such Qualified Subsidiary owned, directly or indirectly, by FT or DT, as the case may be. (h) Unauthorized Transfers. Unless approved by this Corporation, upon any Transfer of shares of Class A Stock (other than a Transfer to a Qualified Subsidiary, a Qualified Stock Purchaser or to FT or DT, in each case which Transfer is effected in accordance with the provisions of Article II of the Stockholders' Agreement), (i) in the case of a Transfer of Class A Common Stock, each share of Class A Common Stock so Transferred shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock as of the date of such Transfer and (ii) in the case of a Transfer of Class A Preference Stock, (x) if at the date of Transfer the Conversion Price has been Fixed, each share of Class A Preference Stock so Transferred shall automatically convert (without the payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, or (y) if at the date of Transfer the Conversion Price has not been Fixed, each share of Class A Preference Stock so Transferred shall automatically convert at the Target Price (without the payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, provided that no conversion of Class A Stock pursuant to this Section 7(h) shall be considered to be an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (i) Conversion of Common Stock into Class A Stock. Unless the Fundamental Rights shall have been previously terminated as to all outstanding shares of Class A Preference Stock, (i) following the Class A Common Issuance Date and until the conversion of all of the shares of Class A Common Stock pursuant to this Section 7, each share of Common Stock acquired by a Class A Holder shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Class A Common Stock at the date of such acquisition; and (ii) following the date of the Supplemental Preference Stock Closing and prior to the Class A Common Issuance Date, each share of Common Stock acquired by a Class A Holder shall automatically convert (without payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Class A Preference Stock at the date of such purchase equal to the quotient of (A) the number of shares of Class A Preference Stock outstanding immediately prior to such acquisition, divided by (B) the number of Class A Conversion Shares associated with such outstanding shares of Class A Preference Stock. (j) Notice of Conversion; Exchange of Stock Certificates; Effect of Conversion of all Class A Stock, etc. (i) Immediately upon the conversion of shares of Class A Stock into shares of Common Stock, or shares of Common Stock into shares of Class A Stock, as the case may be and in each case pursuant to this Section 7 (the shares of Class A Stock or shares of Common Stock so converted hereinafter referred to as the "Converted Shares"), the rights of the holders of such Converted Shares, as such, shall cease and the holders thereof shall be treated for all purposes as having become the record owners of the shares of Class A Stock or Common Stock, as the case may be, issuable upon such conversion (the "New Shares"), provided that such Persons shall be entitled to receive when paid any dividends declared on the Converted Shares as of a record date preceding the time the Converted Shares were converted (the "Conversion Time") and unpaid as of the Conversion Time. If the stock transfer books of this Corporation shall be closed at the Conversion Time, such Person or Persons shall be deemed to have become such holder or holders of record of the New Shares at the opening of business on the next succeeding day on which such stock transfer books are open. (ii) As promptly as practicable after the Conversion Time, upon the delivery to this Corporation of the certificates formerly representing Converted Shares, this Corporation shall deliver or cause to be delivered, to or upon the written order of the record holder of such certificates, a certificate or certificates representing the number of duly issued, fully paid and nonassessable New Shares into which the Converted Shares formerly represented by such certificates have been converted in accordance with the provisions of this Section 7. (iii) This Corporation shall pay all United States federal, state or local documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of New Shares upon the conversion of Converted Shares pursuant to this Section 7, provided that this Corporation shall not be required to pay any tax which may be payable in respect of any registration of Transfer involved in the issue or delivery of New Shares in a name other than that of the registered holder of shares converted or to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to this Corporation the amount of any such tax or has established, to the satisfaction of this Corporation, that such tax has been paid. (iv) This Corporation shall at all times reserve and keep available, out of the aggregate of its authorized but unissued Class A Common Stock, Class A Preference Stock and Common Stock and its issued Common Stock held in its treasury, for the purpose of effecting the conversion of the Common Stock, Class A Preference Stock and Class A Common Stock contemplated hereby, the full number of shares of Common Stock then deliverable upon the conversion of all outstanding shares of Class A Stock, and the full number of shares of Class A Stock that would be deliverable upon conversion of all of the shares of Common Stock and Class A Preference Stock the Class A Holders are permitted to acquire hereunder and under the Investment Agreement, the Stockholders' Agreement and the Standstill Agreement. (v) Following conversion of all outstanding shares of Class A Common Stock into shares of Common Stock pursuant to this Section 7 of the Class A Provisions, this Corporation shall not, directly or indirectly, issue, or sell from the treasury, any shares of Class A Common Stock. Following conversion of all outstanding shares of Class A Preference Stock into shares of Class A Common Stock (or Common Stock, as the case may be) this Corporation shall not, directly or indirectly, issue, or sell from the treasury, any shares of Class A Preference Stock. (k) Class A Stock Held by Qualified Stock Purchasers. (i) If any Qualified Stock Purchaser shall become a Major Competitor of this Corporation or of the Joint Venture, on the date the writing referred to in the definition of Major Competitor in Section 12 of these Class A Provisions is delivered to each Class A Holder, each share of Class A Common Stock owned by such Qualified Stock Purchaser shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock, or if shares of Class A Preference Stock are outstanding, the Fundamental Rights shall terminate as to the particular shares of Class A Preference Stock owned by such Qualified Stock Purchaser. (ii) Each outstanding share of Class A Common Stock owned by a Qualified Stock Purchaser shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock, or if shares of Class A Preference Stock are outstanding, the Fundamental Rights shall terminate as to the particular shares of Class A Preference Stock owned by such Qualified Stock Purchaser, in each case if: (v) such Qualified Stock Purchaser breaches in any material respect its obligations under Section 2.4 of the Stockholders' Agreement; (w) such Qualified Stock Purchaser breaches in any material respect its obligations under Article II (other than Section 2.4) of the Stockholders' Agreement; (x) such Qualified Stock Purchaser breaches any of the provisions of Article 2 of the Qualified Stock Purchaser Standstill Agreement; (y) such Qualified Stock Purchaser breaches any of the provisions of Section 3.1 or 3.2 of the Qualified Stock Purchaser Standstill Agreement in a Control Context, or such Qualified Stock Purchaser otherwise breaches Sections 3.1(a)(ii), (iii) or (iv) or Section 3.1(g) of the Qualified Stock Purchaser Standstill Agreement; or (z) such Qualified Stock Purchaser breaches any of the provisions of Sections 3.1 (except Section 3.1(a)(ii), (iii) or (iv), or Section 3.1(g)) or 3.2 of the Qualified Stock Purchaser Standstill Agreement, in each case other than in a Control Context; provided, that such Qualified Stock Purchaser shall deliver a notice -------- (I) except with respect to a breach of the type described in clause (y) above, in accordance with clauses (iii)(x) or (iv)(x) below, in which case no conversion of the Class A Common Stock owned by such Qualified Stock Purchaser shall take place and the Fundamental Rights shall not terminate as to the particular shares of Class A Preference Stock owned by such Qualified Stock Purchaser unless such breach fails to be cured within the time provided for cure in such clause (iii) or (iv), as the case may be; (II) in accordance with clauses (iii)(y), (iv)(y) or (v) below, in which case no conversion of the Class A Common Stock owned by such Qualified Stock Purchaser shall take place and the Fundamental Rights shall not terminate as to the particular shares of Class A Preference Stock owned by such Qualified Stock Purchaser until there is issued a final nonappealable decision or order of a court of competent jurisdiction finding that such breach has occurred and, if applicable, was not cured within the time provided for cure in clauses (iii) or (iv) below, as the case may be; or (III) admitting that such a breach has occurred, and (if applicable) cannot be cured within the time periods provided for cure in clauses (iii) or (iv) below, in which case each outstanding share of Class A Common Stock owned by such Qualified Stock Purchaser shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock upon delivery of such notice, or if shares of Class A Preference Stock are outstanding, the Fundamental Rights shall terminate as to the particular shares of Class A Preference Stock owned by such Qualified Stock Purchaser; and provided, further, that if such Qualified Stock Purchaser fails to perform the actions described in clauses (I) or (II) above within the time periods provided for performing such actions in clauses (iii), (iv) or (v) below, it shall be deemed to have taken the action described in clause (III) above. (iii) For any alleged breach of the type described in clauses (w), (x) or (z) of clause (ii) above, such Qualified Stock Purchaser shall have the right, within five Business Days after the date (for purposes of this clause (iii), the "Breach Notice Date") that notice of such breach is delivered to such Qualified Stock Purchaser by this Corporation, to deliver to this Corporation a notice either: (x) committing to effect a cure as soon as practical, in which case such Qualified Stock Purchaser shall effect such cure as soon as practical, but in no event later than the 20th Business Day from the Breach Notice Date (or, with respect to an alleged breach of clauses (w) or (x), if such cure cannot be effected within such time period due to the anti-fraud rules of the U.S. securities laws, such longer period as is reasonably necessary to cure such breach in a manner consistent with such rules), provided that (I) such Qualified Stock Purchaser shall have no right to cure unless such breach is susceptible to cure; (II) such cure period shall continue only for so long as such Qualified Stock Purchaser shall be undertaking to effect such a cure in a diligent manner; (III) with respect to an alleged breach of clause (ii)(x) above, this Corporation shall have the right at any time after the end of such 20-day period to purchase such number of shares of Class A Stock as is necessary to return such Qualified Stock Purchaser to the ownership level permitted by the Qualified Stock Purchaser Standstill Agreement, at a price equal to the lower of (A) the Market Price for such Shares at the time of such redemption and (B) the price paid by such Qualified Stock Purchaser for such Shares, provided that this Corporation may only exercise such right if a majority of the Continuing Directors shall have first approved, at a meeting at which at least seven Continuing Directors are present, such a purchase of Shares, unless a Fair Price Condition has been satisfied; and (IV) withdrawal of the action alleged to have caused such breach shall not, in and of itself, give rise to a presumption that such breach has been cured; or (y) disputing that such a breach has occurred, provided that during such time as the most recent decision or order of a court of competent jurisdiction is to the effect that such breach has occurred and was not cured within the time provided for cure in clause (x) of this clause (iii), the rights provided to such Qualified Stock Purchaser under Sections 4 (except 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions and the right of such Qualified Stock Purchaser to elect members of the Board of Directors as a holder of the Class A Common Stock under ARTICLE FIFTH of these Articles of Incorporation shall be suspended and may not be exercised by such Qualified Stock Purchaser. (iv) For any alleged breach of the type described in clause (ii)(v) above, such Qualified Stock Purchaser shall have the right, within five Business Days after the date (for purposes of this clause (iv), the "Breach Notice Date") that notice of such breach is delivered to such Qualified Stock Purchaser by this Corporation, to deliver to this Corporation a notice either: (x) committing to effect a cure as soon as practical, in which case such Qualified Stock Purchaser shall effect such cure as soon as practical, but in no event later than the 20th Business Day from the Breach Notice Date (or, if such cure cannot be effected within such time period due to the anti-fraud rules of the U.S. securities laws, such longer period as is reasonably necessary to cure such breach in a manner consistent with such rules), provided that (I) such Qualified Stock Purchaser shall have no right to cure unless such breach is susceptible to cure; (II) such cure period shall continue only for so long as such Qualified Stock Purchaser shall be undertaking to effect such a cure in a diligent manner; and (III) withdrawal of the action alleged to have caused such breach shall not, in and of itself, give rise to a presumption that such breach has been cured; or (y) disputing that such a breach has occurred; provided that, in each case, from the Breach Notice Date until the earlier to occur of the cure of such breach and the issuance of a decision or order of a court of competent jurisdiction finding that such breach has not occurred or was cured within the time provided for cure in clause (x) of this clause (iv), the rights provided to such Qualified Stock Purchaser under Sections 4 (except 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions and the right of such Qualified Stock Purchaser to elect members of the Board of Directors as a holder of the Class A Common Stock under ARTICLE FIFTH of these Articles of Incorporation shall be suspended and may not be exercised by such Qualified Stock Purchaser; and provided, further, that following such decision or order, such rights shall be suspended during such time as the most recent decision or order of a court of competent jurisdiction is to the effect that such breach has occurred and was not cured within the time provided for cure in clause (x) of this clause (iv). (v) For any alleged breach of the type described in clause (ii)(y) above, such Qualified Stock Purchaser shall have the right, within five Business Days after the date (for purposes of this clause (v), the "Breach Notice Date") that notice of such breach is delivered to such Qualified Stock Purchaser by this Corporation, to deliver to this Corporation a notice disputing that such a breach has occurred, provided that from the Breach Notice Date until the issuance of a decision or order of a court of competent jurisdiction finding that such breach has not occurred, the rights provided to such Qualified Stock Purchaser under Sections 4 (except 4(a)(iii) and 4(c)), 5, 6, 7 and 8 of the Class A Provisions and the right of such Qualified Stock Purchaser to elect members of the Board of Directors as a holder of the Class A Common Stock under ARTICLE FIFTH of these Articles of Incorporation shall be suspended and may not be exercised by such Qualified Stock Purchaser and provided, further, that following such decision or order, such rights shall be suspended during such time as the most recent decision or order of a court of competent jurisdiction is to the effect that such breach has occurred. (vi) For purposes of this Section 7(k), an alleged breach shall be deemed to have occurred in a Control Context if the action or actions alleged to have given rise to such breach were taken in the context of efforts by such Qualified Stock Purchaser or any other Person having the purpose or effect of changing or influencing the control of this Corporation. (vii) No conversion pursuant to this Section 7(k) shall be considered an acquisition for purposes of Section 7(i) of the Class A Provisions. (l) Effect of Conversion or Termination of Fundamental Rights. Following the earlier of (i) conversion of all of the shares of Class A Common Stock pursuant to this Section 7 and (ii) a termination of the Fundamental Rights as to all outstanding shares of Class A Preference Stock, each share of Class A Common Stock issued by this Corporation pursuant to the Investment Agreement, the Stockholders' Agreement or these Articles of Incorporation shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock and each share of Class A Preference Stock to be so issued shall automatically convert (without the payment of any consideration) into duly issued, fully paid and nonassessable shares of Common Stock based on the number of related Class A Conversion Shares, provided that such conversion shall not be considered an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (m) Exclusionary Tender Offer. If the Board of Directors shall determine not to oppose a tender offer by a Person other than FT, DT or any of their respective Affiliates for Voting Securities of this Corporation representing not less than 35 percent of the Voting Power of this Corporation, and the terms of such tender offer do not permit the Class A Holders to sell an equal or greater percentage of their Shares as the other holders of Voting Securities of this Corporation are permitted to sell taking into account any proration, all, but not less than all, of the Class A Holders shall have the right (but not the obligation) to deliver to this Corporation a written notice requesting (x) if Class A Common Stock is then outstanding, conversion of certain shares of Class A Common Stock designated by the Class A Holders into Common Stock, upon which delivery each share of Class A Common Stock so designated in such notice shall automatically convert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Common Stock, and (y) if Class A Preference Stock is then outstanding, (A) if at the time of delivery of the notice the Conversion Price has been Fixed, conversion of certain shares of Class A Preference Stock designated by the Class A Holders into Common Stock, upon which delivery each share of Class A Preference Stock so designated shall convert (without the payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, or (B) if at the time of delivery of the notice the Conversion Price has not been Fixed, conversion at the Target Price of certain shares of Class A Preference Stock designated by the Class A Holders into Common Stock, upon which delivery each share of Class A Preference Stock so designated shall convert (without the payment of any consideration) at the Target Price into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, provided that (i) conversion pursuant to this clause (m) shall not be considered to be an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions, (ii) unless the Class A Common Stock shall have otherwise been converted into Common Stock, or the Fundamental Rights shall have been terminated as to all outstanding shares of Class A Preference Stock, in each case pursuant to Section 7 of these Class A Provisions upon or prior to the consummation or abandonment of the transaction contemplated by such tender offer, immediately following the consummation of such transaction or the delivery by this Corporation to each Class A Holder of a notice that such transaction has been abandoned, each share of Common Stock, if any, held by a Class A Holder shall automatically reconvert (without the payment of any consideration) into one duly issued, fully paid and nonassessable share of Class A Common Stock (if Class A Common Stock was outstanding immediately prior to delivery of the notice) or that number of duly issued, fully paid and nonassessable shares of Class A Preference Stock on the same basis as shares of Class A Preference initially converted into Common Stock (if Class A Preference Stock was outstanding immediately prior to delivery of the notice); and (iii) only those shares of Class A Common Stock or Class A Preference Stock, as the case may be, related to shares of Common Stock that were not so reconverted shall be deemed for any purpose under these Articles, the Stockholders' Agreement, the Investment Agreement, the Standstill Agreement, the Registration Rights Agreement, or any agreement or document related thereto to have been converted into Common Stock pursuant to this Section 7(m) of the Class A Provisions, and the Class A Common Stock or Class A Preference Stock so reconverted, as the case may be, shall be deemed to have been at all times outstanding shares of Class A Common Stock or Class A Preference Stock, as the case may be. (n) Events under the Stockholders' Agreement. While shares of Class A Preference Stock are outstanding, but prior to the time the Conversion Price shall have been Fixed, (i) if the event described in Section 2.6(a)(iii) of the Stockholders' Agreement shall occur and not have been cured within the time period specified therein, the holders of a majority of the Class A Preference Stock may deliver a notice of election to this Corporation within 20 Business Days following the date that such cure period has lapsed (or such earlier date that this Corporation provides notice to each of FT and DT that it will not effect such cure) electing either that (x) upon delivery of such notice, the Transfer Restrictions cease to be of further force and effect, and each share of Class A Preference Stock Transferred thereafter (other than to a Qualified Subsidiary or Class A Holder) convert upon such Transfer at the Target Price (without the payment of consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, or (y) this Corporation redeem each share of Class A Preference Stock for cash at a per share price equal to its Liquidation Preference on the 90th day following the delivery of such notice, provided that this Corporation, if it disputes that such a breach has occurred, shall not be obligated to so redeem the Class A Stock until the earlier of the date the parties agree that a breach described in Section 2.6(a)(iii) of the Stockholders' Agreement has occurred and the date of a final, nonappealable judgment of a court of competent jurisdiction to the effect that such a breach has occurred (in which case the amount to be paid shall include interest at a rate equal to 12.5 basis points over the Applicable LIBOR Rate, less any dividends paid or payable on the Class A Preference Stock with respect to such period, from the 90th day following the initial court judgment until the date of payment), provided, further, that if the Class A Holders elect the redemption option provided in the preceding clause (y), this Corporation may in lieu of such redemption, by notice delivered to the Class A Holders prior to (A) if this Corporation is contesting that such a breach has occurred, the expiration of the 90th day following the initial court judgment, or (B) if this Corporation is not so contesting, the 30th day following delivery of a notice of election by the Class A Holders hereunder, elect to cause the Transfer Restrictions to cease to be of further force and effect, and each share of Class A Preference Stock Transferred thereafter (other than to a Qualified Subsidiary or Class A Holder) to convert upon such Transfer at the Minimum Price at the date of such Transfer (without payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares, provided that this Corporation shall be deemed to have made this election unless, prior to the expiration of the time periods set forth in the preceding clauses (A) and (B), as the case may be, a majority of the Continuing Directors shall have approved, at a meeting at which at least seven Continuing Directors are present, the redemption option set forth in clause (y) above, unless a Fair Price Condition has been satisfied. (ii) if any of the events described in Section 2.6(a) of the Stockholders' Agreement (other than clause (iii) or (iv) thereof) shall occur, the holders of a majority of the Class A Preference Stock may deliver a notice of election to this Corporation electing that, upon delivery of such notice, the Transfer Restrictions cease to be of further force and effect, and each share of Class A Preference Stock Transferred thereafter (other than to a Qualified Subsidiary or Class A Holder) convert upon such Transfer at the Target Price (without the payment of consideration) into that number of duly issued, fully paid and nonassessable shares of Common Stock equal to the number of related Class A Conversion Shares. (o) Transfers if Not Redeemed. Each Share of Class A Preference Stock Transferred pursuant to Section 2.6(c) of the Stockholders' Agreement shall automatically convert (without the payment of any consideration) at the Minimum Price on the date of such Transfer into that number of duly issued, fully paid and nonassessable Shares of Common Stock equal to the number of related Class A Conversion Shares, provided that such conversion shall not be considered an acquisition of Common Stock for purposes of Section 7(i) of the Class A Provisions. (p) Events under Rights Agreement. If there shall occur a Stock Acquisition Date (as defined in the Rights Agreement) or an event described in clause (ii) of Section 3(a) of the Rights Agreement (without regard to the ten business day period (or such longer period as the Board shall determine) described therein), in each case other than due to an action on the part of any Class A Holder, the holders of a majority of the outstanding shares of Class A Preference Stock may deliver a notice of election to this Corporation electing that, immediately prior to the Distribution Date (as defined in the Rights Agreement), each share of Class A Preference Stock shall convert at the Target Price (without the payment of any consideration) into that number of duly issued, fully paid and nonassessable shares of Class A Common Stock equal to the number of related Class A Conversion Shares. 8. Change of Control Procedures. As long as shares of Class A Stock are outstanding, but subject to Sections 7(a), (b), (f) and (k) of the Class A Provisions, if this Corporation, directly or indirectly, (a) determines to sell all or substantially all of the assets of this Corporation, (b) determines not to oppose a third-party tender, exchange or other purchase offer for Voting Securities with a number of Votes in excess of 35 percent of the Voting Power of this Corporation, (c) determines to effect a merger or other business combination involving this Corporation that would result in a Person (other than any Class A Holder) holding Voting Securities of the resulting entity representing 35 percent or more of the Voting Power of such entity or (d) otherwise determines to sell Control of this Corporation, this Corporation shall conduct such transaction in accordance with reasonable procedures to be determined by the Board of Directors, and permit FT and DT to participate in that process on a basis no less favorable than that granted any other participant. 9. No Dilution or Impairment. (a) After the Class A Common Issuance Date, no reclassification, subdivision or combination of the outstanding shares of Common Stock shall be effected directly or indirectly (including without limitation any reclassification, subdivision or combination effected pursuant to a consolidation, merger or liquidation) unless at the same time the Class A Common Stock is reclassified, subdivided, combined or consolidated so that the holders of the Class A Common Stock (i) are entitled, in the aggregate, to a number of Votes representing the same percentage of the Voting Power of this Corporation relative to the Common Stock as were represented by the shares of Class A Common Stock outstanding immediately prior to such reclassification, subdivision or combination and (ii) maintain all of the rights associated with the Class A Common Stock set forth in these Articles of Incorporation, including without limitation the right to receive dividends and other distributions (including liquidating and other distributions) that are equivalent to those payable per share in respect of shares of Common Stock, subject to the limitations, restrictions and conditions on such rights contained herein. (b) Without limiting the generality of the foregoing, in the case of any consolidation or merger of this Corporation with or into any other entity (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of the Common Stock) or any reclassification of the Common Stock into any other form of capital stock of this Corporation, whether in whole or in part, each Class A Holder shall, after such consolidation, merger or reclassification, have the right (but not the obligation), by notice delivered to this Corporation or any successor thereto within 90 days after the consummation of such consolidation, merger or reclassification, to (i) in the case of Class A Common Stock, convert each share of Class A Common Stock held by it into the kind and amount of shares of stock and other securities and property which such Class A Holder would have been entitled to receive upon such consolidation, merger, or reclassification if such Class A Holder had converted its shares of Class A Common Stock into Common Stock immediately prior to such merger, consolidation or reclassification or (ii) in the case of Class A Preference Stock, receive preferred or preference stock of this Corporation or the ultimate parent entity of any successor thereto with rights no less favorable to the Class A Holders than those applicable to the Class A Preference Stock (including, without limitation, the right to receive dividends and liquidating and other distributions) set forth in these Articles of Incorporation, the Bylaws, the Investment Agreement, the Stockholders' Agreement and the Registration Rights Agreement. This Corporation shall not effect, directly or indirectly, any such reclassification, subdivision or combination of outstanding shares of Common Stock unless it delivers to the Class A Holders written notice of its intent to take such action at least ten Business Days before taking such action. (c) The conversion ratio expressed in Section 3(c)(ii) of the portion of ARTICLE SIXTH entitled GENERAL PROVISIONS RELATING TO COMMON STOCK AND CLASS A STOCK and the Dividend Factor shall be adjusted to reflect any stock split, subdivision, stock dividend, or other reclassification, consolidation or a combination of this Corporation's Voting Securities or similar action or transaction undertaken after June 22, 1995, provided that no adjustment shall be made under this Section 9(c) in respect of the Cellular Spin-off or any Spin-off. 10. Class Voting. Except as otherwise provided in Section 2(a) of ARTICLE FIFTH or in the Class A Provisions, the Class A Holders shall not have, nor be entitled to, a class vote with respect to any matter to be voted on by the stockholders of this Corporation. 11. Amendment of Class A Provisions and ARTICLE FIFTH. The Class A Provisions and Section 2(a)(iii) of ARTICLE FIFTH of these Articles of Incorporation may be amended in any manner which would not materially alter or change the powers, preferences or rights of the holders of shares of the Common Stock or Preferred Stock so as to affect such powers, preferences or rights adversely, by the Board of Directors of this Corporation with the affirmative vote of only the holders of at least two-thirds of the outstanding shares of Class A Stock, voting together as a single class, and without the affirmative vote of the holders of shares of the Common Stock or the Preferred Stock. Upon the retirement of shares of Class A Stock, (i) such shares shall not resume the status of authorized and unissued shares of that class, (ii) such shares shall not be reissued, and (iii) upon the execution, acknowledgment and filing of a certificate in accordance with Kan. Stat. Ann. (S) 17-6003 and (S) 17-6603 (or any successor provisions) stating that the reissuance of such shares is prohibited, identifying the shares and reciting their retirement, then the filing of such certificate shall have the effect of amending these Articles of Incorporation so as to reduce accordingly the number of authorized shares of Class A Common Stock or Class A Preference Stock, as the case may be, or if such retired shares constitute all of the authorized shares of such class, then the filing of such certificate shall have the effect of amending these Articles of Incorporation automatically so as to eliminate all references to such class of stock therefrom. 12. Definitions. For purposes of ARTICLE FIFTH of these Articles of Incorporation, the provisions of ARTICLE SIXTH of these Articles of Incorporation entitled GENERAL PROVISIONS RELATING TO ALL STOCK, GENERAL PROVISIONS RELATING TO COMMON STOCK AND CLASS A STOCK, GENERAL PROVISIONS RELATING TO COMMON STOCK, and the Class A Provisions: "Acquisition" shall mean the acquisition by Cellular of assets (which may include the acquisition of the common equity interests in a Person) that constitute a business that, prior to such acquisition, has been operated as a company or a division or has otherwise been operated as a separate business. "Adjusted Aggregate Liquidation Preference" shall mean the difference between (a) the aggregate of the Liquidation Preference of the outstanding shares of Class A Preference Stock (including Section 7(i) Preference Shares whether or not converted pursuant to Section 3(c)(ii) of the Class A Provisions), minus (b) the Section 7(i) Aggregate Purchase Price. "Adjusted Cellular Price" shall mean, subject to adjustment as provided in the Class A Provisions, the Average Cellular Price multiplied by the Capitalization Ratio. "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 Class A Holder or this Corporation unless (i) FT, DT and Atlas own a majority of the Voting Power of such JV Entity and this Corporation does not have the Tie-Breaking Vote (as defined in Section 18.1 of the Joint Venture Agreement), or (ii) FT, DT or Atlas has the Tie-Breaking Vote; (b) FT, DT and this Corporation shall not be deemed Affiliates of each other; (c) Atlas shall be deemed an Affiliate of FT and DT; and (d) the term "Affiliate" shall not include any Governmental Authority of France or Germany or any other Person Controlled, directly or indirectly, by any such Governmental Authority except in each case for FT, DT, Atlas and any other Person directly, or indirectly through one or more intermediaries, Controlled by FT, DT or Atlas. "Alien" shall mean "aliens", "their representatives", "a foreign government or representatives thereof" or "any corporation organized under the laws of a foreign country" as such terms are used in Section 310(b)(4) of the Communications Act of 1934, as amended, or as hereafter may be amended, or any successor provision of law. "Applicable LIBOR Rate" shall mean the one-month London Interbank Offered Rate (the "Quoted Rate") listed in the "Money Rates Box" of The Wall Street Journal (New York Edition) (or any successor publication) on the day on which such interest is to begin to accrue, provided that if such day is a day on which the Quoted Rate is not listed in The Wall Street Journal (New York Edition) (or such successor publication) or The Wall Street Journal (New York Edition) (or such successor publication) is not published, the Applicable LIBOR Rate shall be the Quoted Rate on the most recent day prior to such date on which a Quoted Rate is listed in The Wall Street Journal (New York Edition) (or such successor publication). "Applicable Ratio" shall have the meaning set forth in Section 7.5(a) of the Stockholders' Agreement. "Associate" shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act, provided that when used to indicate a relationship with FT or DT or their respective Subsidiaries or Affiliates, the term "Associate" shall mean (a) in the case of FT, any Person occupying any of the positions listed on Schedule A to the Stockholders' Agreement and (b) in the case of DT, any Person occupying any of the positions listed on Schedule B to the Stockholders' Agreement, provided, further, that, in each case, no Person occupying any such position described in clause (a) or (b) hereof shall be deemed an "Associate" of FT or DT, as the case may be, unless the Persons occupying all such positions described in clauses (a) and (b) hereof Beneficially Own, in the aggregate, more than 0.2% of the Voting Power of the Company. "Atlas" shall mean the company [formed] [to be formed] as a societe anonyme under the laws of Belgium pursuant to the Joint Venture Agreement, dated as of December 15, 1994, between FT and DT, as amended. "Average Cellular Price" shall mean, subject to adjustment as provided in the Class A Provisions, the average of the Closing Prices of a share of Cellular Common Stock for the 20 consecutive Trading Days on which such shares are traded "regular way" starting on the first such Trading Day after the Cellular Spin-off Date. "Average Price" shall mean, as to a security, the average of the Closing Prices of a security for the 20 consecutive Trading Days ending on the fifteenth Trading Day prior to the date of determination or ending on such other date specified herein. "Average Sprint Price" shall mean, subject to adjustment as provided in the Class A Provisions, the Average Price of a share of Common Stock at the date of determination specified herein. For purposes of this definition, if any portion of the relevant determination period occurs prior to the Cellular Spin-off and the Closing Price of Common Stock on any Trading Day during the determination period is quoted "ex" the distribution of Cellular Common Stock, the Closing Price of the Common Stock for such Trading Day will be adjusted by adding the product of the Closing Price of the Cellular Common Stock for such Trading Day multiplied by the Capitalization Ratio. "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, without limitation, pursuant to the Investment Agreement and the 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 has "beneficial ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act but including all such securities which a Person has the right to acquire beneficial ownership of whether or not such right is exercisable within the 60-day period specified therein) such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (c) has, or any of whose Affiliates or Associates has, any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate thereof), provided that Class A Stock and Common Stock held by one of FT or DT or its Affiliates shall not also be deemed to be Beneficially Owned by the other of FT or DT or its Affiliates. "Board of Directors" shall mean the board of directors of this Corporation. "Business Day" shall mean any day other than a day on which commercial banks in The City of New York, Paris, France, or Frankfurt am Main, Germany, are required or authorized by law to be closed. "Buyers" shall have the meaning set forth in the Investment Agreement. "Bylaws" shall mean the Bylaws of this Corporation as amended or supplemented from time to time. "Capitalization Ratio" shall mean the quotient of the number of shares of Cellular Common Stock outstanding immediately following the Cellular Spin-off, divided by the number of shares of Common Stock immediately following the Cellular Spin-off. "Cellular" shall mean (a) until immediately prior to the Cellular Spin-off Date, the Cellular and Wireless Division, (b) immediately prior to the Cellular Spin-off Date, the direct or indirect wholly owned subsidiary of this Corporation owning the assets of the Cellular and Wireless Division, the shares of which subsidiary are to be distributed to this Corporation's stockholders in connection with the Cellular Spin-off, and (c) on and after the Cellular Spin-off Date, such company, provided that the term "Cellular" shall not include any assets retained by this Corporation after the Cellular Spin-off Date. "Cellular and Wireless Division" shall mean the Cellular and Wireless Communications Services Division of this Corporation. "Cellular Common Stock" shall mean the shares of common stock of Cellular. "Cellular Spin-off" shall mean the distribution by this Corporation on a pro rata basis to the holders of the Common Stock of shares of Cellular Common Stock representing all of the common equity of Cellular. "Cellular Spin-off Date" shall mean the date on which shares of Cellular Common Stock are distributed to the holders of Common Stock. "Cellular Spin-off Reduction Factor" shall mean, subject to adjustment as provided in the Class A Provisions, (a) $5.25, if the Adjusted Cellular Price is not less than $3.25 or more than $7.25, or (b) if the Adjusted Cellular Price is more than $7.25 but not more than $8.25, $5.25 plus 50% of the difference between the Adjusted Cellular Price and $7.25, or (c) if the Adjusted Cellular Price is more than $8.25, $5.75 plus the difference between the Adjusted Cellular Price and $8.25, or (d) if the Adjusted Cellular Price is less than $3.25 but not less than $2.25, $5.25 minus 50% of the difference between $3.25 and the Adjusted Cellular Price or (e) if the Adjusted Cellular Price is below $2.25, $4.75 minus the difference between $2.25 and the Adjusted Cellular Price. Notwithstanding the foregoing, (i) if the Net Cellular Indebtedness immediately after the Cellular Spin-off exceeds $2.955, each dollar amount set forth in the first sentence of this definition (other than the Adjusted Cellular Price) shall be reduced dollar-for-dollar by such excess; (ii) if $2.955 exceeds the Net Cellular Indebtedness, each such dollar amount shall be increased dollar-for-dollar by such excess; and (iii) if Cellular has effected any Acquisition and/or Disposition after June 22, 1995 and prior to the Cellular Spin-off Date, such dollar amounts shall be increased by the Net Cellular Acquisition Amount, if positive, and decreased by the absolute value of the Net Cellular Acquisition Amount, if negative. "Change of Control" shall mean a: (a) decision by the Board of Directors to sell Control of this Corporation or not to oppose a third party tender offer for Voting Securities of this Corporation representing more than 35% of the Voting Power of this Corporation; or (b) change in the identity of a majority of the Directors due to (i) a proxy contest (or the threat to engage in a proxy contest) or the election of Directors by the holders of Preferred Stock; or (ii) any unsolicited tender, exchange or other purchase offer which has not been approved by a majority of the Independent Directors, provided that a Strategic Merger shall not be deemed to be a Change of Control and provided, further, that any transaction between this Corporation and FT and DT or otherwise involving FT and DT and any of their direct or indirect Subsidiaries which are party to a Contract therefor shall not be deemed to be a Change of Control. "Class A Action" shall mean action by the holders of a majority of the shares of Class A Stock taken by a vote at either a regular or special meeting of the stockholders of this Corporation or of the holders of the Class A Stock or by written consent delivered to the Secretary of this Corporation. "Class A Common Issuance Date" shall mean the date this Corporation first issues shares of Class A Common Stock. "Class A Common Stock" shall have the meaning set forth in ARTICLE SIXTH of these Articles of Incorporation. "Class A Conversion Shares" shall mean, the shares of Class A Common Stock or Common Stock into which the then outstanding shares of Class A Preference Stock (or, as the case may be, a specified number of shares of Class A Preference Stock) would, at the time of determination, be convertible at the then applicable Conversion Price if the conditions to establishment of the Conversion Date had been met. "Class A Director" shall mean any Director elected by the Class A Holders pursuant to Section 2(a) of ARTICLE FIFTH of these Articles of Incorporation, appointed by Class A Directors pursuant to Section 4(b) of ARTICLE FIFTH of these Articles of Incorporation, or elected by the Class A Holders pursuant to Section 3(d) of the Class A Provisions. "Class A Holders" shall mean (a) the holders of the Class A Stock or the Class A Preference Stock, as the case may be, and (b) any Qualified Stock Purchaser who has executed with this Corporation a Qualified Stock Purchaser Assumption Agreement (as such term is defined in the Stockholders' Agreement), for so long as such Person holds Class A Preference Stock or Class A Common Stock. "Class A Preference Stock" shall have the meaning set forth in ARTICLE SIXTH of these Articles of Incorporation. "Class A Provisions" shall mean the portion of ARTICLE SIXTH of these Articles of Incorporation entitled GENERAL PROVISIONS RELATING TO CLASS A STOCK. "Class A Stock" shall mean the Class A Common Stock or, if shares of Class A Preference Stock are outstanding, the Class A Preference Stock. "Closing Price" shall mean, with respect to a security on any day, the last sale price, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on The New York Stock Exchange, Inc. or, if such security is not listed or admitted to trading on such exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the security is listed or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date such security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the security selected in good faith by the Board of Directors. If the security is not publicly held or so listed or publicly traded, "Closing Price" shall mean the Fair Market Value of such security. "Committed Percentage" shall mean, as to any Class A Holder, the percentage obtained by dividing the aggregate number of Votes represented or to be represented by the Voting Securities of this Corporation (a) owned of record by such Class A Holder or by its nominees; and (b) which such Class A Holder has committed to this Corporation to purchase pursuant to Articles V and VI and Sections 7.3 and 7.8 of the Stockholders Agreement and Article II of the Investment Agreement, by the sum of (i) the Voting Power of this Corporation, plus (ii) the Votes to be represented by any Voting Securities of this Corporation such Class A Holder has committed to this Corporation to purchase from this Corporation pursuant to Articles V and VI and Section 7.3 of the Stockholders' Agreement and Article II of the Investment Agreement. "Continuing Director" shall have the meaning set forth in the Fair Price Provisions. "Contract" shall mean any loan or credit agreement, note, bond, indenture, mortgage, deed of trust, lease, franchise, contract, or other agreement, obligation, instrument or binding commitment of any nature. "Control" shall mean, with respect to a Person or Group, any of the following: (a) ownership by such Person or Group of Votes entitling it to exercise in the aggregate more than 35 percent of the Voting Power of the entity in question; or (b) possession by such Person or Group of the power, directly or indirectly, (i) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (ii) to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "Conversion Date" shall have the meaning set forth in Section 3(a)(i) of the Class A Provisions. "Conversion Price" shall have the meaning set forth in Section 3(b) of the Class A Provisions. "Core Businesses" shall mean all businesses in the fields of telecommunications and information technology and applications, and equipment, software applications and consumer and business services related thereto or making use of the technology thereof, including value- added consumer and business services generated through or as a result of underlying telecommunications services using all technology (voice, data and image) and physical transport, network intelligence, and software applications, and cable television (but not including any programming or content-related activities with respect thereto). "Corporation Eligible Notes" shall mean notes of this Corporation, substantially in the form of "Company Eligible Notes" as provided in the Stockholders' Agreement, made payable to a Class A Holder as provided in Sections 7(f) and 7(n) of the Class A Provisions, which, in the written opinion of an investment banking firm of recognized international standing addressed to the Class A Holder and reasonably satisfactory to such Class A Holder, would sell, at the date of their issuance, at a price equal to their principal amount (taking into account the likely manner and timing of resale by such Class A Holder), provided that no note of this Corporation shall be deemed to be a Corporation Eligible Note (a) if it is to be issued at a time when this Corporation's debt instruments comparable to the notes proposed to be a Corporation Eligible Note (or such note itself) do not possess at least two of the three following ratings: Baa3 or better (or a comparable rating if the rating system is changed) by Moody's Investors Service, Inc.; BBB- or better (or a comparable rating if the rating system is changed) by Standard and Poor's Corporation; and BBB- or better (or a comparable rating if the rating system is changed) by Duff & Phelps Credit Rating Co., and (b) unless nationally-recognized counsel shall have delivered an opinion in form and substance reasonably satisfactory to each payee that such notes are enforceable obligations of this Corporation in accordance with the terms thereof. "Corporation Joint Venture Termination" shall mean any of the following: (a) the sale of Venture Interests by a Sprint Party pursuant to Section 20.5(a) of the Joint Venture Agreement; or (b) the receipt by the FT/DT Parties of the Tie-Breaking Vote due to a Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are defined in the Joint Venture Agreement) on the part of any of the Sprint Parties. "Director" shall mean a member of the Board of Directors. "Disposition" means the disposition by Cellular of assets (which may include the disposition of common equity interests in a Person) that constitute a business that, prior to such disposition, has been operated as a company or a division or has otherwise been operated as a separate business. "Dividend Factor" shall mean 43,118,018, as adjusted as provided in Section 9(c) of the Class A Provisions. "DT" shall mean Deutsche Telekom AG, an Aktiengesellschaft formed under the laws of Germany. "ESMR" shall mean any commercial mobile radio service, and the resale of such service, of the type authorized under the rules for Specialized Mobile Radio Services designated under Subpart S of Part 90 of the FCC's rules or similar Applicable Laws of any other country in effect on the date hereof, including the networking, marketing, distribution, sales, customer interface and operations functions relating thereto. "Europe" shall mean the current geographic area covered by the following countries and territories located on the European continent, plus, in the case of France, its territories and possessions located outside the European continent: Albania, Andorra, Austria, Belgium, Bosnia- Hercegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom, and Vatican City. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder. "Exempt Asset Divestitures" shall mean, with respect to this Corporation and its Subsidiaries: (a) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to joint ventures approved by FT and DT prior to the Initial Issuance Date; (b) Transfers of assets, shares or other equity interests (other than Long Distance Assets) to (i) any entity in exchange for equity interests in such entity if, after such transaction, this Corporation owns at least 51 percent of both the Voting Power and equity interests in such entity or (ii) any joint venture that is an operating joint venture not controlled by any of its principals and in which (x) this Corporation has the right, acting alone, to disapprove (and thereby prohibit) decisions relating to acquisitions and divestitures involving more than 20 percent of the Fair Market Value of such entity's assets, mergers, consolidations and dissolution or liquidation of such entity and the adoption of such entity's business plan, and (y) Major Competitors of the Joint Venture do not in the aggregate own more than 20% of the equity interests or Voting Power; or (c) transactions in which this Corporation exchanges one or more (i) local exchange telephone businesses for one or more such businesses or (ii) public cellular or wireless radio telecommunications service systems for one or more such systems, provided that this Corporation shall not, directly or indirectly, receive cash in any such transaction in an amount greater than 20 percent of the Fair Market Value of the property or properties Transferred by it; (d) Transfers of assets, shares or other equity interests (other than Long Distance Assets) by this Corporation to any of its Subsidiaries, or by any of its Subsidiaries to this Corporation or any other Subsidiary of this Corporation; (e) (i) any Spin-off of equity interests of a wholly-owned Subsidiary that is not a Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun- off Entity"), provided that, in the case of a Spin-off which is consummated following the Initial Issuance Date, the Class A Holders receive securities in the Spun-off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in these Articles of Incorporation and the Bylaws, or (ii) the Cellular Spin-off, unless a Notice of Abandonment has been delivered; (f) Transfers of assets (other than Long Distance Assets) of this Corporation or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition, the "IT Assets") to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to this Corporation or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such assets, or this Corporation or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation, and (ii) the Transfer of such assets will not materially and adversely affect the operation of this Corporation; or (g) Transfers of assets (other than Long Distance Assets or IT Assets) of this Corporation or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition, a "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to this Corporation or any of its Subsidiaries of substantially the same nature as the services associated with the use of such assets prior to such Transfer and upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation, provided, that (i) the Fair Market Value of such assets, together with the Fair Market Value of assets of this Corporation Transferred to such Person or other Persons in related transactions, do not represent more than five percent of the Fair Market Value of the assets of this Corporation, (ii) the Transfer of such assets will not materially and adversely affect the operation of this Corporation, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the assets so Transferred or this Corporation or such Subsidiary has the right to cause such Non-IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation. "Exempt Long Distance Asset Divestitures" shall mean, with respect to this Corporation and its Subsid- iaries: (a) Transfers of Long Distance Assets to a Qualified Joint Venture; (b) Transfers of Long Distance Assets to any entity if this Corporation and its Subsidiaries after such transaction own at least 70 percent of both the Voting Power and equity interests of such entity, provided that if a Major Competitor of FT or DT or of the Joint Venture holds equity interests in such entity, such Major Competitor's equity interests and Votes in such entity as a percentage of the Voting Power of such entity shall not, directly or indirectly, exceed 20 percent; (c) Transfers of Long Distance Assets pursuant to an underwritten, widely-distributed public offering at the conclusion of which this Corporation and its Subsidiaries shall own at least 51 percent of both the Voting Power and equity interests in the entity that owns such Long Distance Assets; (d) Transfers in the ordinary course of business of Long Distance Assets determined by this Corporation to be unnecessary for the orderly operation of this Corporation's business, and sale-leasebacks of Long Distance Assets and similar financing transactions after which this Corporation and its Subsidiaries continue in possession and control of the Long Distance Assets involved in such transaction; (e) Transfers of Long Distance Assets by this Corporation to any of its Subsidiaries, or by any of its Subsidiaries to this Corporation or any other Subsidiary of this Corporation; (f) Transfers of Long Distance Assets to FT or DT or any assignee thereof pursuant to the Stockholders' Agreement; (g) any Spin-off of equity interests of a wholly-owned Subsidiary which, directly or indirectly, owns Long Distance Assets (for purposes of this definition, the "Spun-off Entity"), provided that the Class A Holders receive securities in the Spun-off Entity of a separate class with rights no less favorable to the Class A Holders than those applicable to the Class A Stock set forth in these Articles of Incorporation and the Bylaws; (h) Transfers of Long Distance Assets of this Corporation or any of its Subsidiaries that are primarily or exclusively used in connection with providing information technology or data processing functions or services (collectively, for purposes of this definition, the "IT Assets") to any Person that regularly provides information technology or data processing functions or services on a commercial basis, in connection with a contractual arrangement (for purposes of this definition, an "IT Service Contract") pursuant to which such Person undertakes to provide information technology or data processing functions or services to this Corporation or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation, provided that (i) the term of such IT Service Contract shall be for a period at least as long as the weighted average useful life of such Long Distance Assets, or this Corporation or such Subsidiary shall have the right to cause such IT Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation, and (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business. Any such IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset; or (i) Transfers of Long Distance Assets (other than IT Assets) of this Corporation or any of its Subsidiaries to any Person in connection with any contractual arrangement (for purposes of this definition, a "Non-IT Service Contract") pursuant to which such Person undertakes to provide services to this Corporation or any of its Subsidiaries of substantially the same nature as the services associated with the use of such Long Distance Assets prior to such Transfer and upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation, provided, that (i) the Fair Market Value of such Long Distance Assets, together with the Fair Market Value of Long Distance Assets Transferred to such Person or other Persons in related transactions, do not represent more than three percent of the Fair Market Value of the Long Distance Assets of this Corporation, (ii) the Transfer of such Long Distance Assets will not materially and adversely affect the operation of the Long Distance Business, and (iii) the term of such Non-IT Service Contract shall be for a period at least as long as the weighted average useful life of the Long Distance Assets so Transferred or this Corporation or such Subsidiary has the right to cause such Service Contract to be renewed or extended for a period at least as long as such weighted average useful life upon commercially reasonable terms to this Corporation as determined in good faith by this Corporation. Any such Non-IT Service Contract involving Transfers of Long Distance Assets, including any renewal or extension thereof, shall be deemed to be a Long Distance Asset. "Extraordinary Dividend" shall mean, with respect to capital stock of this Corporation, a cash dividend or other cash distribution, other than (a) a regular periodic dividend payable in cash; or (b) a dividend payable in accordance with the terms of the Preferred Stock or the Class A Preference Stock. "Fair Market Value" shall mean, with respect to any asset, shares or other property, the cash price at which a willing seller would sell and a willing buyer would buy such asset, shares or other property in an arm's- length negotiated transaction without undue time restraints, as determined in good faith by a majority of the Independent Directors as certified in a resolution delivered to all of the Class A Holders. "Fair Price Condition" shall have the meaning set forth in that section of ARTICLE SIXTH of these Articles of Incorporation entitled GENERAL PROVISIONS RELATING TO ALL STOCK. "Fair Price Provisions" shall mean ARTICLE SEVENTH of these Articles of Incorporation, and any successor provision thereto. "FCC" shall mean the Federal Communications Commission. "FCC Order" shall mean, with respect to any proposed Transfer of Long Distance Assets by this Corporation, either: (a) an effective written order or other final action from the FCC (either in the first instance or upon review or reconsideration) either declaring that FT and DT are not prohibited by Section 310 from owning such Long Distance Assets or stating that no such declaration is required, and as to which no Proceeding shall be pending or threatened that presents a substantial possibility of resulting in a reversal thereof; or (b) an effective written order from, or other final action taken by, the FCC pursuant to delegated authority (either in the first instance or upon review or reconsideration) either declaring that FT and DT are not prohibited by Section 310 from owning such Long Distance Assets, or stating that no such declaration is required, which order or final action shall no longer be subject to further administrative review, and as to which no Proceeding shall be pending or threatened that presents a substantial possibility of resulting in a reversal thereof; For purposes of clause (b) of this definition, an order from, or other final action taken by, the FCC pursuant to delegated authority shall be deemed no longer subject to further administrative review: (x) if no petition for reconsideration or application for review by the FCC of such order or final action has been filed within thirty days after the date of public notice of such order or final action, as such 30-day period is computed and as such date is defined in Sections 1.104 and 1.4 (or any successor provisions), as applicable, of the FCC's rules, and the FCC has not initiated review of such order or final action on its own motion within forty days after the date of public notice of the order or final action, as such 40-day period is computed and such date is defined in Sections 1.117 and 1.4 (or any successor provisions) of the FCC's rules; or (y) if any such petition for reconsideration or application for review has been filed, or, if the FCC has initiated review of such order or final action on its own motion, the FCC has issued an effective written order or taken final action to the effect set forth in clause (a) above. "Fix" or "Fixed" shall mean, in relation to the Conversion Price, the initial establishment of the Conversion Price in accordance with Section 3(b) of the Class A Provisions. "Fixed Closing Date" means the date of the first closing to occur under the Investment Agreement after the date on which the Conversion Price is Fixed. "France" shall mean the Republic of France, including French Guiana, Guadeloupe, Martinique and Reunion, and its territories and possessions. "FT" shall mean France Telecom, an exploitant public formed under the laws of France. "FT/DT Joint Venture Termination" shall mean any of the following: (a) the sale of Venture Interests by an FT/DT Party pursuant to Section 20.5(b), 20.5(c) or 20.5(d) of the Joint Venture Agreement; or (b) the receipt by the Sprint Parties of the Tie-Breaking Vote due to a Funding Default, Material Non-Funding Default or Bankruptcy (as such terms are defined in the Joint Venture Agreement) on the part of any of the FT/DT Parties. "FT/DT Party" shall have the meaning set forth in the Joint Venture Agreement. "Fundamental Rights" means the rights of holders of Class A Preference Stock to elect Directors and the rights of the holders of Class A Preference Stock provided in Sections 4, 5, 6 and 8 of the Class A Provisions. "Germany" shall mean the Federal Republic of Germany. "Governmental Authority" shall mean any federation, nation, state, sovereign, or government, any federal, supranational, regional, state or local political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government, provided that the term "Governmental Authority" shall not include FT, DT, Atlas or any of their respective Subsidiaries. "Group" shall mean any group within the meaning of Section 13(d)(3) of the Exchange Act. "Independent Director" shall mean any member of the Board of Directors who (a) is not an officer or employee of this Corporation, or any Class A Holder, or any of their respective Subsidiaries, (b) is not a former officer of this Corporation, or any Class A Holder, or any of their respective Subsidiaries, (c) does not, in addition to such person's role as a Director, act on a regular basis, either individually or as a member or representative of an organization, serving as a professional adviser, legal counsel or consultant to this Corporation, or any Class A Holder, or their respective Subsidiaries, if, in the opinion of the Nominating Committee of the Board of Directors of this Corporation (the "Nominating Committee") or the Board of Directors if a Nominating Committee is not in existence, such relationship is material to this Corporation, any Class A Holder, or the organization so represented or such person, and (d) does not represent, and is not a member of the immediate family of, a person who would not satisfy the requirements of the preceding clauses (a), (b) and (c) of this sentence. A person who has been or is a partner, officer or director of an organization that has customary commercial, industrial, banking or underwriting relationships with this Corporation, any Class A Holder, or any of their respective Subsidiaries, that are carried on in the ordinary course of business on an arms-length basis and who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition, may qualify as an Independent Director, unless, in the opinion of the Nominating Committee or the Board of Directors if a Nominating Committee is not in existence, such person is not independent of the management of this Corporation, or any Class A Holder, or any of their respective Subsidiaries, or the relationship would interfere with the exercise of independent judgment as a member of the Board of Directors. A person who otherwise satisfies the requirements set forth in clauses (a), (b), (c) and (d) of the first sentence of this definition and who, in addition to fulfilling the customary director's role, also provides additional services directly for the Board of Directors and is separately compensated therefor, would nonetheless qualify as an Independent Director. Notwithstanding anything to the contrary contained in this definition, each Director as of the date of the execution of the Investment Agreement who is not an executive officer of this Corporation shall be deemed to be an Independent Director hereunder. "Initial Issuance Date" shall mean the first date that any shares of Class A Stock are issued. "Investment Agreement" shall mean the Investment Agreement, dated as of July 31, 1995, among FT, DT and this Corporation (and all exhibits and schedules thereto), as it may be amended or supplemented from time to time. "Investment Completion Date" shall mean the date of the Supplemental Preference Stock Closing (as such term is defined in the Investment Agreement) or the Class A Common Issuance Date, whichever shall first occur. "Investment Documents" means the Investment Agreement and the Stockholders' Agreement. "Joint Venture" shall mean the joint venture formed by FT, DT, this Corporation and Sprint Sub, as provided in the Joint Venture Agreement. "Joint Venture Agreement" shall mean the Joint Venture Agreement, dated as of June 22, 1995 among FT, DT, Sprint Sub, and this Corporation. "JV Entity" shall have the meaning set forth in the Joint Venture Agreement. "Lien" shall mean any mortgage, pledge, security interest, adverse claim, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or similar Applicable Law of any jurisdiction) or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation. "Lien Transfer" shall mean the granting of any Lien on any Long Distance Asset, other than: (a) a lien securing purchase money indebtedness that does not have a term longer than the estimated useful life of such Long Distance Asset; (b) Liens or other comparable arrangements relating to the financing of accounts receivable; and (c) Liens securing any other indebtedness for borrowed money, provided that (i) the amount of such indebtedness, when added to the aggregate amount of purchase money indebtedness referred to in clause (a) above, does not exceed 30% of the total book value of the Long Distance Assets as at the date of the most recently published balance sheet of this Corporation, (ii) the indebtedness secured by such Liens is secured only by Liens on Long Distance Assets, (iii) the face amount of such indebtedness does not exceed the book value of the Long Distance Assets subject to such Liens, and (iv) such indebtedness is for a term no longer than the estimated useful life of the Long Distance Assets subject to such Liens. "Liquidation Preference" shall mean, at a date of determination, the quotient of (a) the sum of (i) the products of (x) each share of Class A Preference Stock (other than Section 7(i) Preference Shares or shares of Class A Preference Stock purchased from this Corporation at the Optional Shares Closing (as such term is defined in the Investment Agreement) or pursuant to Article V or VI of the Stockholders' Agreement), times (y) the liquidation value thereof for each such share, (ii) the aggregate purchase price of shares of Class A Preference Stock purchased from this Corporation at the Optional Shares Closing or pursuant to Article V or VI of the Stockholders' Agreement, and (iii) the Section 7(i) Aggregate Purchase Price, divided by (b) the number of shares of Class A Preference Stock outstanding, in each case immediately prior to the date of determination, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, on such date of determination. "Local Exchange Division" shall mean the Local Communications Services Division of this Corporation. "Long Distance Assets" shall mean: (a) the assets reflected in this Corporation's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division; (b) any assets acquired by this Corporation or any of its Subsidiaries following December 31, 1994 that are reflected in this Corporation's balance sheet as included in the Long Distance Division; (c) any assets of this Corporation or any of its Subsidiaries that are not reflected in this Corporation's balance sheet for the year ended December 31, 1994 as included in the Long Distance Division, which after December 31, 1994 are transferred by this Corporation or any of its Subsidiaries to, or reclassified by this Corporation or any of its Subsidiaries as part of, the Long Distance Division; (d) any assets acquired by this Corporation after December 31, 1994 that are used or held for use primarily for the benefit of the Long Distance Business; and (e) any assets referred to in clauses (a) through (c) above that are used or held for use primarily for the benefit of the Long Distance Business which are transferred or reclassified by this Corporation or any of its Subsidiaries outside of the Long Distance Division, but which continue to be owned by this Corpo- ration or any of its Subsidiaries; provided that the term "Long Distance Assets" shall not include (i) any assets that are used or held for use primarily for the benefit of any Non- Long Distance Business, or (ii) any other assets reflected in this Corporation's balance sheet for the year ended December 31, 1994 as included in the Cellular and Wireless Division or the Local Exchange Division (other than as such assets in the Cellular and Wireless Division or the Local Exchange Division may be transferred or reclassified in accordance with paragraph (c) of this definition). "Long Distance Business" shall mean all long distance telecommunications activities and services of this Corporation and its Subsidiaries at the relevant time, including (but not limited to) all long distance transport services, switching and value-added services for voice, data, video and multimedia transmission, migration paths and intelligent overlapping architectures, provided that the term "Long Distance Business" shall not include any activities or services primarily related to any Non-Long Distance Business. "Long Distance Division" shall mean the Long Distance Communications Services Division of this Corporation. "Lower Threshold Sprint Price" shall mean $34.982 (subject to adjustment as provided in the Class A Provisions). "Major Competitor" shall mean (a) with respect to FT or DT, a Person that materially competes with a major portion of the telecommunications services business of FT or DT in Europe or a Person that has taken substantial steps to become such a Major Competitor and which FT or DT has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in France or Germany, provided that FT and/or DT furnish in writing to this Corporation reasonable evidence of the occurrence of such steps; (b) with respect to this Corporation, a Person that materially competes with a major portion of the telecommunications services business of this Corporation in North America, or a Person that has taken substantial steps to become such a Major Competitor and which this Corporation has reasonably concluded, in its good faith judgment, will be such a competitor in the near future in the United States of America provided that this Corporation furnish in writing to each Class A Holder reasonable evidence of the occurrence of such steps; and (c) with respect to the Joint Venture, a Person that materially competes with a major portion of the telecommunications services business of the Joint Venture, or a Person that has taken substantial steps to become such a Major Competitor and which FT, DT or this Corporation has reasonably concluded, in its good faith judgment, will be such a competitor in the near future, provided that FT, DT or this Corporation furnish in writing to the other two of them reasonable evidence of the occurrence of such steps. "Major Competitor Transaction" shall have the meaning set forth in Section 6(a) of the Class A Provisions. "Major Issuance" shall mean any transaction, including, but not limited to, a merger or business combination, resulting, directly or indirectly, in the issuance (or sale from treasury) in connection with such transaction of Voting Securities of this Corporation with a number of Votes equal to or greater than 30 percent of the Voting Power of this Corporation immediately prior to such issuance. "Market Capitalization" shall mean, with respect to this Corporation at any date, the sum of the average Market Price over the immediately preceding 20 Business Days of each share of outstanding capital stock of this Corporation, securities convertible into such capital stock and options, warrants or other rights to acquire such capital stock. "Market Price" shall mean with respect to a security on any date, the Closing Price of such security on the Trading Day immediately prior to such date. The Market Price shall be deemed to be equal to (a) in the case of a share of Class A Common Stock, the Market Price of a share of Common Stock; and (b) in the case of a share of Class A Preference Stock, the Liquidation Preference. The Market Price of any options, warrants, rights or other securities convertible into or exercisable for Class A Common Stock (except for the Class A Preference Stock) shall be equal to the Market Price of options, warrants, rights or other securities convertible into or exercisable for Common Stock upon the same terms and otherwise containing the same terms as such options, warrants, rights or other securities convertible into or exercisable for Class A Common Stock. "Maximum Price" shall mean, subject to adjustment as provided in the Class A Provisions, the lesser of (a) 125% of the Average Sprint Price for the relevant trading period provided for herein and (b) $48.704. "Minimum Dividend Amount" shall mean $0.25 per share per quarter. "Minimum Price" shall mean, subject to adjustment as provided in the Class A Provisions, 135% of the Average Sprint Price for the relevant period as provided for herein. "Modified Lower Threshold" shall mean, subject to adjustment as provided in the Class A Provisions, the quotient of (A) the sum of (i) the product of the Lower Threshold Sprint Price multiplied by that number of days prior to the Cellular Spin-off Date in any Spin-off Trading Period and (ii) the product of the New Lower Threshold Sprint Price multiplied by that number of days beginning on and including the Cellular Spin-off Date in such Spin-off Trading Period, divided by (B) 20. "Modified New Lower Threshold" shall mean, subject to adjustment as provided in the Class A Provisions, the quotient of (A) the sum of (i) the product of the Second Anniversary Lower Threshold Sprint Price multiplied by that number of days prior to the Cellular Spin-off Date in any Spin-off Trading Period and (ii) the product of 93.308% of the New Lower Threshold Sprint Price multiplied by that number of days beginning on and including the Cellular Spin-off Date in such Spin- off Trading Period, divided by (B) 20. "NASDAQ" means the National Association of Securities Dealers, Inc. Automated Quotations System. "Net Cellular Acquisition Amount" shall mean, subject to adjustment as provided in the Class A Provisions, the difference, which may be a negative number, of the aggregate Purchase Prices paid by Cellular for Acquisitions after June 22, 1995, minus the aggregate value of the Sales Prices received by Cellular in connection with Dispositions after June 22, 1995, such difference to be calculated on a per share basis using the number of outstanding shares of Common Stock immediately after the Cellular Spin-off Date. "Net Cellular Indebtedness" shall mean, subject to adjustment as provided in the Class A Provisions, the amount of indebtedness for borrowed money of Cellular outstanding immediately after the Cellular Spin-off Date, minus the amount of Cellular's cash at such time, such amount to be calculated on a per share basis using the number of outstanding shares of Common Stock immediately after the Cellular Spin-off Date. "New Lower Threshold Sprint Price" shall mean, subject to adjustment as provided in the Class A Provisions, the Lower Threshold Sprint Price minus .9630 times the Cellular Spin-off Reduction Factor. "New Maximum Price" shall mean, subject to adjustment as provided in the Class A Provisions, (a) if the Cellular Spin-off Date occurs prior to the First Closing for the relevant period specified herein, the lesser of (i) 125% of the Average Sprint Price for the relevant period specified herein and (ii) $48.704 minus 125% of the Cellular Spin-off Reduction Factor and (b) if the Cellular Spin-off Date occurs after the First Closing, the Maximum Price minus the product of (i) the lesser of (x) 1.25 and (y) the quotient of $48.704 divided by the Average Sprint Price used in calculating such Maximum Price, multiplied by (ii) the Cellular Spin-off Reduction Factor. "New Minimum Price" shall mean, subject to adjustment as provided in the Class A Provisions, the Minimum Price minus 135% of the Cellular Spin-off Reduction Factor. "New Target Price" shall mean, subject to adjustment as provided in the Class A Provisions, the Target Price minus 130% of the Cellular Spin-off Reduction Factor, provided that, if the Cellular Spin-off Date does not occur prior to the Initial Issuance Date and the Average Sprint Price determined at the Initial Issuance Date is within the Sprint Price Range, the New Target Price shall be the Target Price minus the product of (a) the quotient of $47.225 divided by such Average Sprint Price, multiplied by (b) the Cellular Spin-off Reduction Factor. "New Upper Threshold Sprint Price" shall mean, subject to adjustment as provided in the Class A Provisions, the Upper Threshold Sprint Price minus 1.04 times the Cellular Spin-off Reduction Factor. "Non-Long Distance Business" shall mean (a) the ownership of any equity or other interests in the Joint Venture or any of the JV Entities; the enforcement or performance of any of the rights or obligations of this Corporation or any Subsidiary of this Corporation pursuant to the Joint Venture Agreement; or any activities or services of the Joint Venture or any of the JV Entities; (b) the Triple Play Activities; (c) any activities or services primarily related to the provision of subscriber connections to a local exchange or switch providing access to the public switched telephone network; (d) any activities or services primarily related to the provision of exchange access services for the purpose of originating or terminating long distance telecommunications services; (e) any activities or services primarily related to the resale by the Local Exchange Division of long distance telecommunications services of this Corporation or other carriers; (f) any activities or services primarily related to the provision of inter-LATA long distance telecommunications services that are incidental to the local exchange services business of the Local Exchange Division; (g) any activities or services primarily related to the provision of intra-LATA long distance telecommunications services; (h) any activities or services (whether local, intra-LATA or inter-LATA) primarily related to the provision of cellular, PCS, ESMR or paging services, mobile telecommunications services or any other voice, data or voice/data wireless services, whether fixed or mobile, or related to telecommunications services provided through communications satellite systems (whether low, medium or high orbit systems); and (i) the use of the "Sprint" brand name or any other brand names, trade names or trademarks owned or licensed by this Corporation or any of its Subsidiaries. "North America" shall mean the current geographic area covered by the following countries: Canada, the United States of Mexico and the United States of America. "Notice of Abandonment" shall have the meaning set forth in Section 3(a)(i) of the Class A Provisions, provided that if the Cellular Spin-off Date does not occur on or prior to the fifth anniversary of the Initial Issuance Date, the Company shall be conclusively deemed to have delivered a Notice of Abandonment on such fifth anniversary. "PCS" shall mean a radio communications system of the type authorized under the rules for broadband personal communications services designated as Subpart E of Part 24 of the FCC's rules or similar Applicable Laws of any other country, including the network, marketing, distribution, sales, customer interface and operations functions relating thereto. "Percentage Ownership Interest" shall mean, with respect to any Person, that percentage of the Voting Power of this Corporation represented by Votes associated with the Voting Securities of this Corporation owned of record by such Person or by its nominees. "Per Share Common Dividend" shall have the meaning set forth in Section 2(a)(ii) of the Class A Provisions. "Per Share Distributed Value" shall have the meaning set forth in Section 3(b)(vii) of the Class A Provisions. "Person" shall mean an individual, a partnership, an association, a joint venture, a corporation, a business, a trust, any entity organized or existing under Applicable Law, an unincorporated organization or any Governmental Authority. "Preferred Stock" shall have the meaning set forth in ARTICLE SIXTH of these Articles of Incorporation. "Preferred Stock Director" shall have the meaning set forth in ARTICLE FIFTH of these Articles of Incorporation. "Proceeding" shall mean any action, litigation, suit, proceeding or formal investigation or review of any nature, civil, criminal, regulatory or otherwise, before any Governmental Authority. "Purchase Price" shall mean, as to Acquisitions by Cellular, the amount paid in cash plus the Fair Market Value of non-cash consideration paid to effect such Acquisition, provided that indebtedness assumed by Cellular shall not be included in the Purchase Price paid in respect of any Acquisition to the extent that it is included in Net Cellular Indebtedness. "Qualified Joint Venture" shall have the meaning set forth in Article I of the Investment Agreement. "Qualified Stock Purchaser" shall mean a Person that (a) FT and DT reasonably believe has the legal and financial ability to purchase shares of Class A Stock from this Corporation in accordance with Article VI of the Stockholders' Agreement and (b) would not be a Major Competitor of this Corporation or of the Joint Venture immediately following such purchase. "Qualified Stock Purchaser Standstill Agreement" shall have the meaning set forth in the Standstill Agreement. "Qualified Subsidiary" shall have the meaning set forth in the Investment Agreement. "Qualified Subsidiary Standstill Agreement" shall have the meaning set forth in the Investment Agreement. "Redemption Date" shall mean the date fixed by the Board of Directors for the redemption of any shares of capital stock of this Corporation pursuant to Section 2 of the provisions of ARTICLE SIXTH of these Articles of Incorporation entitled GENERAL PROVISIONS RELATING TO ALL STOCK. "Redemption Securities" shall mean any debt or equity securities of this Corporation, any of its Subsidiaries, or any combination thereof having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price pursuant to subsection (b) of Section 2 of the provisions of ARTICLE SIXTH of these Articles of Incorporation entitled GENERAL PROVISIONS RELATING TO ALL STOCK or Section 3(a)(i) of the Class A Provisions, in the opinion of an investment banking firm of recognized national standing selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to this Corporation), have a Market Price, at the time notice of redemption is given pursuant to subsection (d) of Section 2 of the provisions of ARTICLE SIXTH of these Articles of Incorporation entitled GENERAL PROVISIONS RELATING TO ALL STOCK of Section 3(a)(i) of the Class A Provisions, at least equal to the redemption price required to be paid by subsection (a) of such Section 2 or Section 3(a)(i) of the Class A Provisions. "Registration Rights Agreement" shall mean the Registration Rights Agreement, dated the Initial Issuance Date, among FT, DT and this Corporation, as it may be amended or supplemented from time to time. "Requested Sale" shall have the meaning set forth in Section 3(a)(i) of the Class A Provisions. "Rights Agreement" shall mean the Rights Agreement, dated as of August 8, 1989, between this Corporation and UMB Bank, n.a., as amended on June 4, 1992 and as of July 31, 1995, and as it may be amended or supplemented from time to time. "Sales Price" shall mean, as to any Disposition by Cellular, the amount received in cash plus the Fair Market Value of non-cash consideration received to effect such Disposition, provided that any indebtedness assumed or retained by Cellular shall not be deducted from the Sales Price to the extent that it is included in Net Cellular Indebtedness. "Second Anniversary Lower Threshold Sprint Price" shall mean, subject to adjustment as provided in the Class A Provisions, $32.641. "Section 310" shall have the meaning set forth in Section 2(a) of ARTICLE FIFTH of these Articles of Incorporation. "Section 7(i) Aggregate Purchase Price" means the aggregate purchase price paid for shares of Common Stock purchased by the Class A Holders which are converted into Class A Preference Stock pursuant to Section 7(i) of the Class A Provisions. "Section 7(i) Preference Shares" shall mean shares of Class A Preference Stock acquired by the Class A Holders upon conversion of shares of Common Stock pursuant to Section 7(i) of the Class A Provisions. "Shares" shall mean (a) shares of Class A Stock, Common Stock or any other Voting Securities of this Corporation, (b) securities of this Corporation convertible into Voting Securities of this Corporation and (c) options, warrants or other rights to acquire such Voting Securities, but in the case of clause (c) excluding any rights of the Class A Holders or FT and DT to acquire Voting Securities of this Corporation pursuant to the Investment Agreement and the Stockholders' Agreement (but not excluding any Voting Securities received upon the exercise of such rights). "Spin-off" shall mean any spin-off or other pro rata distribution of equity interests of a wholly-owned direct or indirect Subsidiary of this Corporation to the stockholders of this Corporation, provided that the term "Spin-off" shall not include the Cellular Spin-off unless a Notice of Abandonment has been delivered. Spin-off Trading Period" shall mean any 20 consecutive Trading Day period which begins on or after the 19th Trading Day before the Cellular Spin-off Date or which ends on or before the 18th Trading Day after the Cellular Spin-off Date. "Sprint Party" shall have the meaning set forth in the Joint Venture Agreement. "Sprint Price Range" shall mean from and including the Lower Threshold Sprint Price to and including the Upper Threshold Sprint Price. "Sprint Sub" shall mean Sprint Global Venture, Inc. "Standstill Agreement" shall mean the Standstill Agreement, dated as of July 31, 1995, among FT, DT and this Corporation, as it may be amended or supplemented from time to time. "Stockholders' Agreement" shall mean the Stockholders' Agreement, dated as of the Initial Issuance Date, among FT, DT and this Corporation (and all exhibits thereto), as it may be amended or supplemented from time to time. "Strategic Investor" shall have the meaning set forth in the Investment Agreement. "Strategic Merger" shall mean a merger or other business combination involving this Corporation (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum of (i) the Fair Market Value of all consideration which such Class A Holders have a right to receive with respect to such merger or other business combination, and (ii) if this Corporation is the surviving parent entity, the Fair Market Value of the equity securities of the surviving parent entity which the Class A Holders are entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders and (c) immediately after which no Person or Group (other than the Class A Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity. "Subsidiary" shall mean, with respect to any Person (the "Parent"), any other Person in which the Parent, one or more direct or indirect Subsidiaries of the Parent, or the Parent and one or more of its direct or indirect Subsidiaries (a) have the ability, through ownership of securities individually or as a group, ordinarily, in the absence of contingencies, to elect a majority of the directors (or individuals performing similar functions) of such other Person, and (b) own more than 50% of the equity interests, provided that Atlas shall be deemed to be a Subsidiary of each of FT and DT. "Supervoting Powers" shall mean, as to the capital stock and debt securities of this Corporation: (a) Common Stock entitled to more than one Vote per share (other than pursuant to the Rights Agreement); or (b) Voting Securities of this Corporation other than Common Stock entitled to a number of Votes per share or unit, as the case may be, greater than the quotient of (i) the price per share or unit, as the case may be, at which such security will be issued by this Corporation divided by (ii) the Market Price per share of Common Stock on the date of issuance. "Target Price" shall mean $47.225 (subject to adjustment as provided in the Class A Provisions). "Tie-Breaking Vote" shall have the meaning set forth in Section 18.1(a) of the Joint Venture Agreement, and shall include any successor provision thereto. "Total Requested Sale Proceeds" shall have the meaning set forth in Section 3(a)(i) of the Class A Provisions. "Trading Day" shall mean, with respect to any security, any day on which the principal national securities exchange on which such security is listed or admitted to trading or NASDAQ, if such security is listed or admitted to trading thereon, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such security is not listed or admitted to trading on any national securities exchange or NASDAQ, any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Transfer" shall mean any act pursuant to which, directly or indirectly, the ownership of the assets or securities in question is sold, transferred, conveyed, delivered or otherwise disposed, but shall not include (a) any grant of Liens, (b) any conversion or exchange of any security of this Corporation pursuant to a merger or other business combination involving this Corporation, (c) any transfer of ownership of assets to the surviving entity in a Strategic Merger or pursuant to any other merger or other business combination not prohibited by the Class A Provisions, or (d) any foreclosure or other execution upon any of the assets of this Corporation or any of its Subsidiaries other than foreclosures resulting from Lien Transfers. "Treaty Benefit" shall mean: (a) the 5% rate of dividend withholding (or any successor rate applicable to non-portfolio investments); (b) the exemption from income tax with respect to dividends paid or profits distributed by this Corporation; (c) the exemption from income tax with respect to gains or profits derived from the sale, exchange, or disposal of stock in this Corporation; or (d) the exemption from taxes on capital with respect to stock in this Corporation; under, in the case of (a), (b), (c) and (d) above, either (i) the relevant income tax treaty between the United States and France, in the case of FT, and the United States and Germany, in the case of DT, or (ii) any provisions of French statutory law, in the case of FT, or German statutory law, in the case of DT, which refers to, or is based on or derived from, any provision of such treaty, or (e) any other favorable treaty benefit or statutory benefit, that specifically requires the ownership of a certain amount of voting power or voting interest in this Corporation, under a provision of the relevant income tax treaty between the United States and France or the statutory laws of France, in the case of FT, or the relevant income tax treaty between the United States and Germany or the statutory laws of Germany, in the case DT, provided that the chief tax officer of FT or DT certifies that such benefit is reasonably expected to provide to FT or DT, as the case may be, combined tax savings in the year such certification is made and in future years of at least U.S. $15 million. "Triple Play Activities" shall mean (a) the ownership of any equity or other interests in MajorCo, L.P. or any of its successors or Affiliates; the enforcement or performance of any of the rights or obligations of this Corporation or any Subsidiary of this Corporation pursuant to the Agreement of Limited Partnership of MajorCo, L.P. or any other agreement or arrangement contemplated thereby, except to the extent relating to the provision of services by this Corporation as the long distance telecommunications provider to MajorCo, L.P.; or any activities or services of MajorCo, L.P. or any of its successors or Affiliates; (b) the ownership of any equity or other interests in any Teleport Entity (as that term is defined in the Contribution Agreement (the "Contribution Agreement"), dated as of March 28, 1995, by and among TCI Network Services, Comcast Telephony Services, Cox Telephony Partnership, MajorCo, L.P. and NewTelco, L.P.); or any activities or services of any Teleport Entity or any of their respective successors or Affiliates; and (c) the ownership of any equity or other interests in PhillieCo, L.P., or any of its successors or Affiliates; the enforcement or performance of any of the rights or obligations of this Corporation or any Subsidiary of this Corporation pursuant to the Amended and Restated Agreement of Limited Partnership of PhillieCo, L.P., dated as of February 17, 1995, or any other agreement or arrangement contemplated thereby, except to the extent relating to the provision of services by this Corporation as the long distance telecommunications provider to PhillieCo, L.P.; or any activities or services of PhillieCo, L.P. or any of its successors or Affiliates. "Upper Threshold Sprint Price" shall mean, subject to adjustment as provided in the Class A Provisions, $37.780. "Venture Interests" shall have the meaning set forth in the Joint Venture Agreement. "Vote" shall mean, with respect to any entity, the ability to cast a vote at a stockholders', members' or comparable meeting of such entity with respect to the election of directors, managers or other members of such entity's governing body, or the ability to cast a general partnership or comparable vote, provided that with respect to this Corporation 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 this Corporation. "Voting Power" shall mean, with respect to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity. "Voting Securities" shall mean, with respect to an entity, any capital stock or debt securities of such entity if the holders thereof are ordinarily, in the absence of contingencies, entitled to a Vote, even though the right to such Vote has been suspended by the happening of such a contingency, and in the case of this Corporation, shall include, without limitation, the Common Stock and the Class A Stock, but shall not include any shares issued pursuant to the Rights Agreement to the extent such issuance is caused by action of a Class A Holder. "Weighted Average Price" shall mean the weighted average per unit price paid by the purchasers of any capital stock, debt instrument or security of this Corporation. In determining the price of shares of Common Stock or Class A Common Stock issued upon the conversion or exchange of securities or issued upon the exercise of options, warrants or other rights, the consideration for such shares shall be deemed to include the price paid to purchase the convertible security or the warrant, option or other right, plus any additional consideration paid upon conversion or exercise. If any portion of the price paid is not cash, the Independent Directors (acting by majority vote) shall determine in good faith the Fair Market Value of such non-cash consideration. If any new shares of Common Stock are issued together with other shares or securities or other assets of this Corporation for consideration which covers both the new shares and such other shares, securities or other assets, the portion of such consideration allocable to such new shares shall be determined in good faith by the Independent Directors (acting by majority vote), in each case as certified in a resolution sent to all Class A Holders. 13. Notices. All notices made by this Corporation pursuant to the Class A Provisions shall be made in writing and any such notice shall be deemed delivered when the same has been delivered in person to, or transmitted by telex or telecopier to, or seven days after it has been sent by air mail to the addresses of, all of the Class A Holders as indicated on the stock transfer books of this Corporation. Communications by telex or telecopier also shall be sent concurrently by air mail, but shall in any event be effective as stated above. 14. No Other Beneficiaries. The Class A Provisions are intended for the benefit of the Class A Holders only, and nothing in the Class A Provisions is intended or will be construed to confer upon or to give any third party or other stockholder of this Corporation any rights or remedies by virtue hereof. Any term of the Class A Provisions may be waived by the holders of at least two-thirds of the outstanding shares of Class A Stock, voting together as a single class. 8. In the portion of ARTICLE SIXTH entitled "PREFERRED STOCK-FOURTH SERIES," the first sentence of the provision entitled "Designation and Amount" is hereby amended to delete the words "two and one-half million (2,500,000)" and to substitute therefor the words "six million two hundred fifty thousand (6,250,000)". 9. In the portion of ARTICLE SIXTH entitled "PREFERRED STOCK-FOURTH SERIES," the first sentence of the provision entitled "Dividends" is hereby amended to read in its entirety as follows: The dividend rate on the shares of the Fourth Series shall be for each quarterly dividend (hereinafter referred to as a "quarterly dividend period"), which quarterly dividend periods shall commence on January 1, April 1, July 1 and October 1 in each year (or in the case of original issuance, from the date of original issuance) and shall end on and include the day next preceding the first date of the next quarterly dividend period, at a rate per quarterly dividend period (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in cash, based upon the fair market value at the time the non-cash dividend or other distribution is declared as determined in good faith by the Board of Directors) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or Class A Common Stock, as the case may be, or a subdivision of the outstanding shares of Common Stock or Class A Common Stock, as the case may be (by reclassification or otherwise), declared (but not withdrawn) on the Common Stock of the Corporation or the Class A Common Stock of the Corporation, as the case may be, during the immediately preceding quarterly dividend period, or, with respect to the first quarterly dividend period, since the first issuance of any share or fraction of a share of the Fourth Series. 10. The introductory paragraph to Paragraph 1 of ARTICLE EIGHTH is hereby amended to read in its entirety as follows: 1. Prevention of "Greenmail." Any direct or indirect purchase or other acquisition by this Corporation of any Equity Security (as hereinafter defined) of any class at a price above Market Price (as hereinafter defined) from any Interested Securityholder (as hereinafter defined) who has beneficially owned any Equity Security of the class to be purchased for less than two years prior to the date of such purchase or any agreement in respect thereof shall, except as hereinafter expressly provided, require the affirmative vote of the holders of at least a majority of the voting power of the then outstanding shares of capital stock of this Corporation entitled to vote generally in the election of directors (the "Voting Stock"), excluding Voting Stock beneficially owned by such Interested Securityholder, voting together as a single class (it being understood that for the purposes of this ARTICLE EIGHTH, each share of the Voting Stock shall have the number of votes granted to it pursuant to ARTICLE SIXTH of this Certificate of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or any agreement with any national securities exchange, or otherwise, but (i) no such affirmative vote shall be required with respect to any purchase, redemption or other acquisition by this Corporation of capital stock from FT, DT, any Qualified Subsidiary or any Qualified Stock Purchaser pursuant to the provisions of the Investment Documents (as such term is defined in Section 12 of the provisions of ARTICLE SIXTH of these Articles of Incorporation entitled GENERAL PROVISIONS RELATING TO CLASS A STOCK) or these Articles of Incorporation, and (ii) no such affirmative vote shall be required with respect to any purchase or other acquisition of securities made as part of a tender or exchange offer by this Corporation to purchase securities of the same class made on the same terms to all holders of such securities and complying with the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations). We further certify that thereafter, pursuant to the resolution and in accordance with the bylaws of this Corporation and the laws of the State of Kansas, the Board of Directors called a meeting of stockholders for consideration of the proposed amendment, and thereafter, pursuant to notice and in accordance with the statutes of the State of Kansas, the stockholders convened and considered the proposed amendment. We further certify that at the meeting the requisite percentage of the stockholders entitled to vote voted in favor of the proposed amendment. We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended. In Witness Whereof, we have hereunto set our hands and affixed the seal of this Corporation this _______________ day of ______________________, 19_______. --------------------------------- [President] [Vice President] ---------------------------------- [Secretary] [Assistant Secretary] State of ------------------------- ss. County of ------------------------- Be it remembered that before me, a Notary Public in and for the aforesaid county and state, personally appeared ______________________________________, [President] [Vice President] and ________________________________ [Secretary] [Assistant Secretary], of the corporation named in this document, who are known to me to be the same persons who executed the foregoing certificate and duly acknowledged its execution of the same this ________________________________ day of ___________________________________, 19 ___. (Seal) __________________________ Notary Public My appointment or commission expires _____________, 19__. EX-99.9 10 BYLAWS AMENDMENTS EXHIBIT 9 PROPOSED AMENDMENTS TO THE BYLAWS OF SPRINT CORPORATION * * * 1. SECTION 2 of ARTICLE I of the Bylaws shall be amended to read in its entirety as follows: SECTION 2. The principal office of the Corporation is located at 2330 Shawnee Mission Parkway, Westwood, Kansas. 2. SECTION 1 of ARTICLE II of the Bylaws shall be amended to read in its entirety as follows: SECTION 1. All certificates of stock shall be signed by the Chairman of the Board of Directors, the President or a Vice President and the Secretary or an Assistant Secretary, and sealed with the corporate seal. 3. SECTION 2 of ARTICLE II of the Bylaws shall be amended to read in its entirety as follows: SECTION 2. Transfers of stock shall be made on the books of the Corporation upon the surrender of the old certificate properly endorsed, and said old certificate shall be cancelled before a new certificate is issued. 4. SECTION 3 of ARTICLE II of the Bylaws shall be amended to read in its entirety as follows: SECTION 3. A new certificate of stock may be issued in the place of any certificate theretofore issued, alleged to have been lost or destroyed, and the Corporation may, in its discretion, require the owner of the lost or destroyed certificate, or its legal representative, to give a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any certificate. 5. SECTION 4 of ARTICLE II of the Bylaws shall be amended to read in its entirety as follows: SECTION 4. No holder of shares of any class of this Corporation, or holder of any securities or obligations convertible into shares of any class of this Corporation, shall have any preemptive right whatsoever to subscribe for, purchase or otherwise acquire shares of this Corporation of any class, whether now or hereafter authorized; provided, however, that nothing in SECTION 4 shall prohibit the Corporation from granting, contractually or otherwise, to any such holder, the right to purchase additional securities of the Corporation. 6. ARTICLE III of the Bylaws shall be titled "Stockholders' Meetings." 7. SECTION 2 of ARTICLE III of the Bylaws shall be amended to read in its entirety as follows: SECTION 2. A special meeting of the holders of any one or more classes of the capital stock of the Corporation entitled to vote as a class or classes with respect to any matter, as required by law or as provided in the Articles of Incorporation, may be called at any time and place by the Chairman, the President or the Board of Directors, and shall be called by the Chairman, the President or the Secretary on the written request of the holders of record of a majority of the shares of stock of such class or classes issued and outstanding and entitled to vote. 8. SECTION 3 of ARTICLE III of the Bylaws shall be amended to read in its entirety as follows: SECTION 3. Notice of the time and place of all annual meetings and of the time, place and purpose of all special meetings (other than meetings of the holders of the Class A Stock separately as a class) shall be mailed by the Secretary to each stockholder at his last known post office address as it appears on the records of the Corporation at least twenty (20) days before the date set for such meeting. 9. The first sentence of SECTION 4 of ARTICLE III of the Bylaws shall be amended to read in its entirety as follows: SECTION 4. Nominations of persons for election to the Board of the Corporation at a meeting of the stockholders may be made by or at the direction of the Board of Directors or may be made (a) in the case of persons to be elected by stockholders other than the holders of Class A Stock, at a meeting of stockholders by any stockholder of the Corporation who is not a holder of shares of Class A Stock and who is entitled to vote for the election of Directors at the meeting, and (b) in the case of persons to be elected by the holders of shares of Class A Stock as provided for in the Articles of Incorporation of the Corporation (the "Class A Directors"), at a meeting of stockholders by any holder of shares of Class A Stock, in each case in compliance with the notice procedures set forth in this SECTION 4 of ARTICLE III. 10. The last two sentences of SECTION 4 of ARTICLE III of the Bylaws shall be deleted and replaced in their entirety as follows: No person shall be eligible for election as a Director of the Corporation at a meeting of the stockholders (a) unless such person has been nominated in accordance with the procedures set forth herein; and (b) unless nominated by holders of the Class A Stock or the Preferred Stock, such person is an Independent Nominee, as hereinafter defined, provided that nominees need not be Independent Nominees if election of such nominees would not result in less than a majority of the Board of Directors following such election being Independent Directors (as such term is defined in the Articles of Incorporation of the Corporation). If the facts warrant, the Chairman of the meeting shall determine and declare to the meeting that a nomination does not satisfy one or both of the requirements set forth in clauses (a) and (b) of the preceding sentence and the defective nomination shall be disregarded. As used herein, "Independent Nominee" means a person who, if elected, would be an Independent Director as such term is defined in the Articles of Incorporation of the Corporation. Nothing in this SECTION 4 shall be construed to affect the requirements for proxy statements of the Corporation under Regulation 14A of the Exchange Act. 11. A new SECTION 5 of ARTICLE III of the Bylaws shall be added which shall read in its entirety as follows: SECTION 5. At any meeting of the stockholders (other than a separate meeting of the holders of the Class A Stock), only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting (other than a separate meeting of the holders of the Class A Stock), business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than fifty (50) days nor more than seventy- five (75) days prior to the meeting; provided, however, that in the event that less than sixty-five (65) days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received no later than the close of business on the fifteenth (15th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice to the Secretary shall set forth (a) as to each matter the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder, (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder and (iii) any material interest of the stockholder in such business. No business shall be conducted at a meeting of the stockholders (other than a separate meeting of the holders of the Class A Stock) unless proposed in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the foregoing procedure and such business shall not be transacted. To the extent this SECTION 5 shall be deemed by the Board of Directors or the Securities and Exchange Commission, or finally adjudged by a court of competent jurisdiction, to be inconsistent with the right of stockholders to request inclusion of a proposal in the Corporation's proxy statement pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, such rule shall prevail. 12. SECTION 5 of ARTICLE III of the Bylaws shall be renumbered as SECTION 6 of ARTICLE III and shall be amended to read in its entirety as follows: SECTION 6. The Chairman of the Board of Directors, or in his absence the President, or in his absence or inability to act, a Vice President shall preside at all stockholders' meetings (other than meetings of the holders of the Class A Stock separately as a class). 13. SECTION 6 of ARTICLE III of the Bylaws shall be renumbered as SECTION 7 of ARTICLE III and shall be amended to read in its entirety as follows: Except as otherwise provided in the Articles of Incorporation of the Corporation, at each meeting of the stockholders, each stockholder shall be entitled to cast one vote for each share of voting stock standing of record on the books of the Corporation, in his name, and may cast such vote either in person or by proxy. All proxies shall be in writing and filed with the Secretary of the meeting. 14. SECTION 7 of ARTICLE III of the Bylaws shall be renumbered as SECTION 8 and amended to read in its entirety as follows: SECTION 8. Except as otherwise provided in the Articles of Incorporation of the Corporation, each stockholder other than a holder of shares of Class A Stock shall have the right to vote, in person or by proxy, a number of votes equal to the number of shares of stock owned by the stockholder for each Director to be elected (other than those to be elected by the holders of shares of Class A Stock as provided for in the Articles of Incorporation of the Corporation). Each holder of shares of Class A Stock shall have the right to vote, in person or by proxy, a number of votes equal to the number of shares of Class A Stock owned by such holder (or such other number of votes as may be provided in the Articles of Incorporation of the Corporation) for each director to be elected by the holders of Class A Stock as provided for in the Articles of Incorporation of the Corporation. Stockholders shall not be entitled to cumulative voting of their shares in elections of Directors. 15. SECTION 8 of ARTICLE III of the Bylaws shall be renumbered as SECTION 9 and amended to read in its entirety as follows: SECTION 9. At any meeting held for the purpose of electing directors, (i) the presence in person or by proxy of the holders of at least a majority of the then outstanding shares of Class A Stock shall be required and be sufficient to constitute a quorum of such class for the election by such class of Class A Directors and (ii) the presence in person or by proxy of the holders of at least a majority of the then outstanding voting shares of the Corporation other than the Class A Stock shall be required and be sufficient to constitute a quorum for the election of directors other than Class A Directors. At any such meeting or adjournment thereof the absence of a quorum of the holders of Class A Stock shall not prevent the election of directors other than Class A Directors, and the absence of a quorum of the holders of voting shares other than Class A Stock shall not prevent the election of Class A Directors. At a meeting held for any purpose other than the election of directors, shares representing a majority of the votes entitled to be cast on such matter, present in person or represented by proxy, shall constitute a quorum. In the absence of the required quorum at any meeting of stockholders, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting, from time to time, without notice (except as required by law) other than an announcement at the meeting, until a quorum shall be present. 16. SECTION 9 of ARTICLE III of the Bylaws shall be renumbered as SECTION 10 and amended to read in its entirety as follows: SECTION 10. At each of the annual stockholders' meetings, one of the executive officers of the Corporation shall submit a statement of the business done during the preceding year, together with a report of the general financial condition of the Corporation. 17. SECTION 2 of ARTICLE IV of the Bylaws shall be amended to read in its entirety as follows: SECTION 2. Each Director upon his election shall qualify by filing his written acceptance with the Secretary or an Assistant Secretary and by fulfilling any prerequisite to qualification that may be set forth in the Articles of Incorporation of the Corporation. 18. SECTION 5 of ARTICLE IV of the Bylaws shall be amended to read in its entirety as follows: SECTION 5. Notice of all regular and special meetings of the Board of Directors or the Executive Committee or any committee established pursuant to SECTION 12 of ARTICLE IV (an "Other Committee") shall be sent to each Director or member of such committee, as the case may be, by the Secretary, by a means reasonably calculated to be received at least seven (7) days prior to the time fixed for such meeting, or notice of special meetings of the Board of Directors or the Executive Committee or any Other Committee may be given by telephone, telegraph, telefax or telex to each Director or member of such committee, as the case may be, at least twenty-four (24) hours prior to the time fixed for such meeting, or on such shorter notice as the person or persons calling the meeting may reasonably deem necessary or appropriate in the circumstances. To the extent provided in the notice of the meeting or as otherwise determined by the Chairman of the Board or the Board of Directors, Directors may participate in any regular or special meeting by means of conference telephone or similar communications equipment which allows all persons participating in such meeting to hear each other, and participation in such meeting by means of such a device shall constitute presence in person at such meeting. In addition, Class A Directors who have not received notice of any special meeting of the Board of Directors or the Executive Committee or any Other Committee, as the case may be, at least six (6) days prior to the time fixed for such meeting may participate in such meeting by means of conference telephone or similar communications equipment which allows all persons participating in such meeting to hear each other, and participation in such meeting by means of such a device shall constitute presence in person at such meeting. 19. SECTION 7 of ARTICLE IV of the Bylaws shall be amended to read in its entirety as follows: SECTION 7. The directors shall elect the officers of the Corporation and fix their salaries. Such election shall be made at the Directors' meeting following each annual stockholders' meeting. 20. SECTION 8 of ARTICLE IV of the Bylaws shall be deleted in its entirety. 21. SECTIONS 9 and 10 of ARTICLE IV of the Bylaws are hereby renumbered as SECTIONS 8 and 9 of ARTICLE IV, respectively. 22. SECTION 11 of ARTICLE IV of the Bylaws is hereby renumbered as SECTION 10 and shall be amended to read in its entirety as follows: SECTION 10 (a) Indemnification. (1) Actions Other Than Those by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization), and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. (2) Action by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization) and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation (or such other corporation or organization) unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (3) Successful Defense of Action. Notwithstanding, and without limitation of, any other provision of this SECTION 10, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (1) or (2) of this sub-Section (a), or in defense of any claim, issue or matter therein, such director, officer, employee or agent shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (4) Determination Required. Any indemnification under paragraph (1) or (2) of this sub-Section (a) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such director, officer, employee or agent has met the applicable standard of conduct set forth in said paragraph. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the particular action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. (5) Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of a satisfactory undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this sub-Section (a). (b) Insurance. The Corporation may, when authorized by the Board of Directors, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of sub- Section (a). The risks insured under any insurance policies purchased and maintained on behalf of any person as aforesaid or on behalf of the Corporation shall not be limited in any way by the terms of this SECTION 10 and to the extent compatible with the provisions of such policies, the risks insured shall extend to the fullest extent permitted by law, common or statutory. (c) Nonexclusivity; Duration. The indemnifications and rights provided by, or granted pursuant to, this SECTION 10 shall not be deemed exclusive of any other indemnifications, rights or limitations of liability to which any person may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, either as to action in such person's official capacity or as to action in another capacity while holding office, and they shall continue although such person has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators. The authorization to purchase and maintain insurance set forth in sub-Section (b) shall likewise not be deemed exclusive. 23. The first paragraph of SECTION 12 of ARTICLE IV of the Bylaws is hereby renumbered as SECTION 11 and shall be amended to read in its entirety as follows: The Chief Executive Officer of the Corporation, together with no more than five additional Directors elected by stockholders other than holders of shares of Class A Stock, and at least one Class A Director selected by the holders of a majority of the shares of Class A Stock, shall constitute an Executive Committee of the Board of Directors. The Executive Committee between regular meetings of the Board of Directors shall manage the business and property of the Corporation and shall have the same power and authority as the Board of Directors; provided, however, the Executive Committee shall not act (other than to make recommendations) in those cases where it is provided by law or by the Articles of Incorporation of the Corporation that any vote or action in order to bind the Corporation shall be taken by the Directors. Members of the Executive Committee may participate in any meeting of the Executive Committee by means of conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other, and participation in a meeting by means of such a device shall constitute presence in person at such meeting. 24. The last paragraph of the new SECTION 11 of ARTICLE IV of the Bylaws shall be amended to read in its entirety as follows: A majority of the Executive Committee shall constitute a quorum for the transaction of business at any meeting for which notice has been given to all members in accordance with ARTICLE IV, SECTION 5 hereof or for which notice has been waived by all members. 25. A new section, numbered SECTION 12, shall be inserted after SECTION 11 of ARTICLE IV, to read in its entirety as follows: SECTION 12. If the Board of Directors shall form any committee other than the Executive Committee, such committee shall have at least one member who is a Class A Director; provided, however, that no Class A Director shall be a member of (i) any committee established pursuant to the provisions of any law relating to the national security of the United States, (ii) any committee the membership on which by such a director would be prohibited by any law or by the rules of the New York Stock Exchange or (iii) the compensation committee, if the Board of Directors determines that such a director would not be considered a "disinterested person" within the meaning of Rule 16b-3(c)(2)(i) promulgated under the Securities Exchange Act of 1934, as amended. Any committee so formed, to the extent provided in the resolution of the Board of Directors pursuant to which it was formed or in the Bylaws or pursuant to the statutes of Kansas, shall have and may exercise all the powers and authority of the Board of Directors. 26. SECTION 1 of ARTICLE V of the Bylaws shall be amended to read in its entirety as follows: SECTION 1. The officers of this Corporation shall be a Chairman of the Board of Directors, a President, as many Vice Presidents as the Board of Directors may from time to time deem advisable and one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time deem advisable, and such other officers as the Board of Directors may from time to time deem advisable and designate. The Chairman of the Board of Directors shall be a member of and be elected by the Board of Directors. All other officers shall be elected by the Board of Directors. All officers shall hold office until their respective successors are elected and shall have qualified. Any two of said offices may be held by one person except the office of President and Vice President. 27. SECTION 2 of ARTICLE V of the Bylaws shall be amended to read in its entirety as follows: SECTION 2. The Chairman of the Board of Directors shall preside at all meetings of the Directors and stockholders at which he is present and shall have such other duties, power and authority as may be prescribed by the Board of Directors from time to time. The Board of Directors may designate the Chairman of the Board as the Chief Executive Officer of the Corporation with all of the powers otherwise conferred upon the President of the Corporation under these Bylaws, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the Corporation's business and affairs between the Chairman of the Board and the President. 28. SECTION 3 of ARTICLE V of the Bylaws shall be amended to read in its entirety as follows: SECTION 3. Unless the Board of Directors otherwise provides, the President shall be the Chief Executive Officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in such office and shall perform such other duties as are authorized by the Board of Directors. The Chairman of the Board or the President shall sign contracts, certificates and other instruments of the Corporation as authorized by the Board of Directors. If the Chairman of the Board is designated as the Chief Executive Officer of the Corporation, the President shall perform such duties as may be delegated to him by the Board of Directors and as are conferred by law exclusively upon such office. 29. SECTION 6 of ARTICLE V of the Bylaws shall be amended to read in its entirety as follows: SECTION 6. The Treasurer shall have custody of all money and securities of the Corporation and shall give bond in such sum and with such sureties as the directors may specify, conditioned upon the faithful performance of the duties of his office. He shall keep regular books of account and shall submit them, together with all his records and other papers, to the directors for their examination and approval annually; and semi-annually, or when directed by the Board of Directors, he shall submit to each director a statement of the condition of the business and accounts of the Corporation; and shall perform all such other duties as are incident to his office. An Assistant Treasurer, in the absence or inability of the Treasurer, shall perform all the duties of the Treasurer and such other duties as may be required. 30. ARTICLE VI of the Bylaws shall be retitled "Dividends" and SECTION 2 of ARTICLE VI shall be deleted in its entirety. 31. ARTICLE VII of the Bylaws shall be amended to read in its entirety as follows: SECTION 1. Except as otherwise provided in the Articles of Incorporation of the Corporation and SECTION 2 of this ARTICLE VII, the Bylaws may be amended, altered or repealed by the Board of Directors, subject to the power of stockholders to amend, alter or repeal the Bylaws; or the Bylaws shall be amended in such other manner as may from time to time be authorized by the laws of the State of Kansas. SECTION 2. The following provisions of the Bylaws may not be amended, altered, repealed or made inoperative or ineffective by adoption of other provisions to the Bylaws without the affirmative vote of the holders of record of a majority of the shares of Class A Stock then outstanding, voting separately as a class, at any annual or special meeting of stockholders, the notice of which shall have specified or summarized the proposed amendment, alteration or repeal of the Bylaws: ARTICLE III, SECTIONS 2, 4, 5, 8 and 9; ARTICLE IV, SECTIONS 5, 6, 10, 11 and 12; ARTICLE VI, SECTION 1; and ARTICLE VII, SECTIONS 1 and 2. -----END PRIVACY-ENHANCED MESSAGE-----