Exhibit (10)(g)
STANDSTILL AGREEMENT
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THIS STANDSTILL AGREEMENT (this "Agreement") dated as of May 26, 1998 is
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entered into between Sprint Corporation, a Kansas corporation ("Sprint") and
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Tele-Communications, Inc., a Delaware corporation (the "Holder").
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RECITALS:
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WHEREAS, Sprint, the Holder, Comcast Corporation, a Pennsylvania
corporation ("Comcast") and Cox Communications, Inc., a Delaware corporation
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("Cox," and together with the Holder and Comcast, the "Cable Holders") and
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certain of their respective subsidiaries have entered into the Restructuring and
Merger Agreement, dated as of the date hereof (the "Restructuring Agreement"),
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pursuant to which the Cable Holders, either directly or indirectly through one
or more subsidiaries, will acquire shares of Series 2 PCS Stock (as defined
herein), on the terms set forth in the Restructuring Agreement; and
WHEREAS, as a condition to its entering into the Restructuring Agreement,
Sprint has required that each of the Cable Holders enter into a Standstill
Agreement in the form hereof, which contains certain restrictions on purchases
of Sprint capital stock by the Cable Holders and their respective Affiliates and
certain other limitations on the Cable Holders and their respective Affiliates;
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, the Holder and Sprint (each a
"Party"), intending to be legally bound, hereby agree as follows:
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ARTICLE 1.
RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY
THE HOLDER AND ITS AFFILIATES
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Section 1.1 Acquisition Restrictions.
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(a) Subject to Section 1.2, the Holder agrees that it will not, and it
will cause each of its Affiliates not to, directly or indirectly, either
individually or as part of a Group, 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
Closing Date, other than as a result of purchases from Sprint pursuant to
the Restructuring Agreement; or
(ii) any Sprint Voting Securities on or following the Closing
Date and prior to the tenth anniversary of the date hereof (or the earlier
termination of this Agreement), if as a result the Votes represented by the
Sprint Voting Securities Beneficially Owned by the Holder and its
Affiliates would represent in the aggregate more than one and one half
percent (1.5%) of the Voting Power represented by the Outstanding Sprint
Voting Securities (assuming for purposes of this paragraph (ii) that all
shares of Series 2 PCS Stock have the same voting rights as the Series 1
PCS Stock) (the "Percentage Limitation"); provided, however, that nothing
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in this Agreement shall prohibit or restrict the Holder or an Affiliate of
the Holder from (A) exercising the equity purchase rights provided for in
Section 6.8 of the Restructuring Agreement, including paragraphs (h) and
(i) of such Section 6.8, (B) acquiring additional shares of Series 2 PCS
Stock upon conversion of shares of PCS Preferred or (C) acquiring
additional shares of Series 2 PCS Stock upon exercise of the Warrants.
Section 1.2 Effect of Action by Sprint. The Holder shall not be
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deemed in violation of this Article 1 if the Beneficial Ownership of Sprint
Voting Securities by the Holder and its Affiliates exceeds the Percentage
Limitation (i) solely as a result of an increase in the Votes per share
attributed by the Board of Directors of Sprint to shares of PCS Stock, (ii)
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 the
Holder and its Affiliates, or (iii) because the Holder or its Affiliates
mistakenly purchase shares in excess of the Percentage Limitation in reliance on
information provided in writing by Sprint regarding the number of shares
permitted to be purchased under Section 6.8 of the Restructuring Agreement.
ARTICLE 2.
CERTAIN ADDITIONAL AGREEMENTS
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Section 2.1 Further Restrictions. Subject to Section 2.2, the Holder
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agrees that it will not, and it will cause each of its Affiliates not to,
directly or indirectly, alone or in concert with others (including with any of
the other Cable Holders or their respective Affiliates), unless specifically
requested in writing by the Chairman of Sprint or by a resolution of a majority
of the directors of Sprint, take any of the actions set forth below:
(a) effect, seek, offer, propose (whether publicly or otherwise) or
cause or participate in (whether by purchasing or offering to purchase
securities or by
taking any other action, including communicating with stockholders of Sprint),
or assist any other Person to effect, seek, offer or propose (whether publicly
or otherwise) or participate in:
(i) any acquisition of Beneficial Ownership of Sprint Voting
Securities or other equity interests in Sprint which would result in a
breach of Section 1.1 of this Agreement;
(ii) any tender or exchange offer for Sprint Voting Securities;
(iii) any 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;
(iv) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to Sprint or
any material portion of its business; or
(v) any "solicitation" of "proxies" (as such terms are used in
the proxy rules under the Exchange Act promulgated by the United States
Securities and Exchange Commission 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 such proxy rules) 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;
(c) except as may result from the transactions contemplated by the
Other Agreements, form, join or participate in a Group with respect to any
Sprint Voting Securities;
(d) grant any proxy with respect to any Sprint Voting Securities to
any Person not designated by Sprint, except for proxies granted to individuals
who are officers, employees or regular agents or advisors of the Holder who have
received specific instructions from the Holder as to the voting of such Sprint
Voting Securities with respect to the matter or matters for which the proxy is
granted;
(e) except as provided for in such Holder's Voting Agreement, deposit
any Sprint Voting Securities in a voting trust or subject any Sprint Voting
Securities to any arrangement or agreement with respect to the voting of such
Sprint Voting Securities or other agreement having similar effect;
(f) execute any written stockholder consent with respect to Sprint,
except for written consents executed by such Persons as holders of Series 2 PCS
Stock in connection with any vote by the holders of the PCS 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;
(h) enter into any discussions, negotiations, arrangements or
understandings with any Person 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 any intention, plan or arrangement
inconsistent with the foregoing or form any such intention which would result in
the Holder or any of its Affiliates 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 2.1(j)),
the Sprint Rights Plan, the Articles or the bylaws of Sprint or any of its
Affiliates.
Section 2.2 Actions in Opposition. Notwithstanding anything in this
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Article 2 to the contrary, in the event that Sprint shall submit to a vote of
its stockholders any Covered Proposal with which the Holder disagrees (a
"Rejected Proposal"), the Holder and its Affiliates shall be free to:
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(a) either alone or acting in concert with others, make a
"solicitation" of "proxies" with respect to Sprint or any of its Affiliates in
response or opposition to such Rejected Proposal;
(b) make a proposal in opposition to such Rejected Proposal for
submission to a vote of stockholders of Sprint or any of its Affiliates;
(c) form, join in or participate in a Group with respect to any
Sprint Voting Securities for the sole purpose of responding to or opposing such
Rejected Proposal;
(d) grant a proxy with respect to any Sprint Voting Securities to any
Person with specific instructions from the Holder as to the voting of such
Sprint Voting Securities with respect to such Rejected Proposal; and
(e) subject any Sprint Voting Securities to an arrangement or
agreement with respect to the voting of such Sprint Voting Securities with
respect to such Rejected Proposal.
Section 2.3 Press Releases, Etc. by the Holder.
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(a) Subject to Section 2.3(b), the Holder 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 of business 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, the Holder will use reasonable efforts to
consult with Sprint in good faith regarding the form and content of any such
communication, and the Holder 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 2.3(a), unless required
by applicable law or permitted by Section 2.2, neither the Holder nor any of its
Affiliates may make any press release, public announcement or other public
communication with respect to any of the matters described in Section 2.1
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 2.3 shall
permit the taking of any action which would otherwise violate any provision
contained in Section 2.1; provided that the Holder and its Affiliates shall be
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permitted to make such public communications as may be required by law, except
for public communications required as a result of, or relating to, activities
undertaken by the Holder or any of its Affiliates in violation of this
Agreement. Nothing in this Section 2.3 shall prevent the taking of any actions
permitted by Section 2.2.
Section 2.4 Transfers to Affiliates and Associates.
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(a) The Holder may Transfer shares of capital stock of Sprint to its
Affiliates only if, prior to such Transfer, such transferee executes and
delivers to Sprint (in accordance with Section 4.2) a Standstill Agreement in
the form hereof.
(b) If and to the extent that the Holder elects to Transfer shares of
Series 2 PCS Stock to one of its Associates without such shares automatically
converting into shares of Series 1 PCS Stock, the Holder may effect such
Transfer only if, prior to such Transfer, such transferee executes and delivers
to Sprint (in accordance with Section 4.2) a Standstill Agreement in the form
hereof.
Section 2.5 Voting of Sprint Voting Securities. Except as set forth
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in Sections 2.1(d), 2.1(e) and 2.1(f) (each to the extent limited by Section
2.2), nothing in Section 2.1 shall restrict the manner in which the Holder and
its Affiliates may vote their Sprint Voting Securities.
Section 2.6 No Modification of Sprint Rights Plan. Nothing in this
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Agreement shall be deemed to modify, amend, supersede or grant or imply any
waiver with respect to the Sprint Rights Plan.
Section 2.7 Permitted Activities. Nothing in this Agreement shall
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prevent the Holder from (i) selling, transferring, tendering or otherwise
disposing of shares of capital stock of Sprint to any Person at any time or from
voting on, tendering into or receiving the benefit of any transaction described
in clauses (ii), (iii), (iv) and (v) of Section 2.1(a), in the same manner as
any other non- initiating holder of Sprint Voting Securities or (ii) taking any
actions necessary or appropriate for the Holder and its Affiliates to exercise
their rights under any of the Other Agreements.
ARTICLE 3.
DEFINITIONS AND CONSTRUCTION
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Section 3.1 Certain Definitions. As used in this Agreement, the
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following terms shall have the meanings specified below:
"Affiliate" means, with respect to any Person, any other Person that
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directly, or indirectly through one or more intermediaries, Controls or is
Controlled by, or is under common Control with, such Person. For purposes of
Section 2.4 only, "Affiliate" of the Holder includes any Person that is jointly
Controlled, directly, or indirectly through one or more intermediaries, by one
or more Cable Holders, or Affiliates of one or more Cable Holders, without
regard to whether such Person would be an Affiliate of the Holder pursuant to
the first sentence of this definition.
"Agreement" has the meaning set forth in the Preamble.
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"Articles" means the Articles of Incorporation of Sprint, as amended or
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supplemented from time to time.
"Associate" has the meaning ascribed to such term in Rule 12b-2 under the
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Exchange Act.
"Beneficial Owner" (including, with its correlative meanings, "Beneficially
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Own" and "Beneficial Ownership"), with respect to any securities, means any
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Person which:
(a) has, or any of whose Affiliates has, directly or indirectly, the
sole or shared 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 Restructuring Agreement, or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise;
(b) has, or any of whose Affiliates has, directly or indirectly, the
sole or shared 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 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
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that the Restructuring Agreement shall not be deemed an agreement, arrangement
or understanding contemplated by this paragraph (c).
"Cable Holders" has the meaning set forth in the Recitals.
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"Change of Control" means the consummation of:
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(a) a third party tender offer for Voting Securities of Sprint
representing more than 35% of the Voting Power of Sprint;
(b) a sale of all or substantially all of the assets of Sprint in one
transaction or in a series of related transactions;
(c) a merger or other business combination that would result in (a) a
Person holding Voting Securities of the resulting entity representing 35% or
more of the Voting Power of Sprint or (ii) the stockholders of Sprint
immediately prior to the record date for such transaction owning less than 50%
of the outstanding equity securities of the surviving Person following such
combination; or
(d) a 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 a Change of Control.
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"Class A Stock" means the Class A Common Stock, par value $2.50 per share,
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of Sprint.
"Closing Date" means the Closing Date as defined in the Restructuring
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Agreement.
"Common Stock" means the Common Stock, par value $2.50 per share, of
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Sprint.
"Control" (including, with its correlative meanings, "Controlled by" and
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"under common Control with") means, with respect to a Person or Group:
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(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; (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; or (iii) with
respect to a particular action or agreement, to direct or cause the direction of
decisions, or veto or otherwise prevent decisions, of or with respect to the
entity in question relating to such action or agreement.
"Covered Proposal" means any proposal by Sprint (i) for a merger,
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consolidation, business combination, recapitalization or similar transaction,
(ii) to modify or amend either the Articles or the provisions of the Bylaws
relating to the Capital Stock Committee of the Board of Directors of Sprint in a
manner that would adversely affect the rights of the holders of the Series 1 PCS
Stock or the Series 2 PCS Stock, (iii) for the issuance of Sprint Voting
Securities, (iv) for the sale of substantially all assets or a dissolution or
liquidation of Sprint, or (v) for any other matter that would require approval
of the holders of PCS Stock, voting as a separate class.
"Exchange Act" means the United States Securities Exchange Act of 1934 and
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the rules and regulations thereunder.
"FON Stock" means the Sprint FON Group Common Stock that will be created on
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the Closing Date, as defined in the Restructuring Agreement.
"Group" means any group within the meaning of Section 13(d)(3) of the
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Exchange Act as in effect on the date hereof.
"Governmental Authority" means any federation, nation, state, sovereign, or
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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.
"Holder" has the meaning set forth in the Preamble.
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"Other Agreements" means (i) the Restructuring Agreement, (ii) the
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Registration Rights Agreement, (iii) the Tax Sharing Agreement, (iv) the Cox
L.A. Amendments, (v)
the Warrant Agreements, together with the Warrants, (vi) the Mutual Release and
Waiver, (vii) the FT/DT Purchase Rights Agreement and (viii) the Voting
Agreements, each as defined in the Restructuring Agreement.
"Other Termination Event" means (i) a redemption of all of the outstanding
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shares of PCS Stock for the common equity securities of one or more wholly owned
subsidiaries of Sprint that hold all or substantially all of the assets
attributed to the PCS Group (as such term is defined in the Restructuring
Agreement), (ii) a redemption of all or a substantial portion of the outstanding
shares of PCS Stock upon the sale of all or substantially all of the assets of
the PCS Group, or (iii) a conversion of all of the outstanding shares of PCS
Stock into any class of Sprint common stock that is not a common equity tracking
security that continues to reflect substantially all of the business, assets and
liabilities comprising the PCS Group immediately prior to such conversion, but
which shall not represent any business, assets or liabilities comprising any
part of the FON Group immediately prior to such conversion.
"Outstanding Sprint Voting Securities" means the Sprint Voting Securities
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outstanding as of any particular date.
"PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS Stock and the
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Series 3 PCS Stock.
"PCS Preferred Stock" means the Series 7 Preferred Stock of Sprint, no par
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value per share, which shall be created by the filing of a Certificate of
Designations as described in Section 6.2(d) of the Restructuring Agreement.
"Percentage Limitation" has the meaning set forth in Section 1.1(a)(ii).
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"Person" means an individual, a partnership, an association, a joint
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venture, a corporation, a business, a trust, an unincorporated organization, or
any other entity organized under applicable law.
"Preferred Stock" means any class or series of the Preferred Stock, no par
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value, of Sprint, including the PCS Preferred Stock.
"Registration Rights Agreement" means the Registration Rights Agreement
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dated as of the date hereof among Sprint and the Cable Holders.
"Restructuring Agreement" has the meaning set forth in the Recitals.
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"Series 1 PCS Stock" means the Series 1 PCS Group Common Stock, par value
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$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment, as defined in the Restructuring
Agreement.
"Series 2 PCS Stock" means the Series 2 PCS Group Common Stock, par value
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$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"Series 3 PCS Stock" means the Series 3 PCS Group Common Stock, par value
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$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"Sprint Rights Plan" means the Rights Agreement dated as of June 9, 1997,
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as amended, between Sprint and UMB Bank, n.a., as rights agent, as amended or
modified from time to time, or any successor or similar Plan.
"Sprint Voting Securities" means the Common Stock, the Class A Stock, the
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FON Stock, the PCS Stock, the Preferred Stock and any other securities of Sprint
having the right to Vote.
"Strategic Merger" means a merger or other business combination involving
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Sprint (a) in which the Holder is 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) its shares of PCS Stock, with an
aggregate fair market value equal to the sum of (i) the fair market value of all
consideration that the Holder has a right to receive with respect to such merger
or other business combination, and (ii) if Sprint is the surviving parent
entity, the fair market value of the equity securities of the surviving parent
entity that the Holder is 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, (c) immediately after which no person or Group (other than
the Cable 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 and (d) in which holders of PCS Stock receive a common equity tracking
security that continues to reflect substantially all of the business, assets and
liabilities comprising the PCS Group immediately prior to such merger or other
business combination together with such additional wireless business, assets and
liabilities which may be included in the PCS Group of the surviving parent
entity, but which shall not represent any business, assets or liabilities
comprising any part of the other businesses, assets or liabilities of the
surviving parent entity or its subsidiaries, including businesses, assets or
liabilities of the FON Group immediately prior to such merger or business
combination, it being understood that no merger or business combination shall be
deemed to meet the requirements of this definition unless the requirements of
each of clauses (a) through (d) above have been met. "Fair market value" with
respect to any property, for purposes of this definition, shall be as determined
in writing in good faith by a majority of the independent directors of Sprint.
"Subsidiary" means, with respect to any Person (the "Parent"), any other
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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.
"Transfer" means any act pursuant to which, directly or indirectly, the
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ownership of assets or securities in question is sold, transferred, conveyed,
delivered or otherwise disposed of.
"Vote" means, as to any entity, the ability to cast a vote at a
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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
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with respect to Sprint only, "Vote" means the ability to exercise general voting
power (as opposed to the exercise of special voting or disapproval rights) with
respect to matters other than the election of directors at a meeting of the
stockholders of Sprint.
"Voting Agreement" has the meaning assigned to such term in the
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Restructuring Agreement.
"Voting Power" means, as to any entity as of any date, the aggregate number
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of Votes outstanding as of such date in respect of such entity; provided that,
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with respect to PCS Stock, the Vote per share used to calculate such aggregate
number of Votes shall be the Vote per share most recently established by the
Board of Directors of Sprint, whether for the most recent vote of stockholders
or for a vote of stockholders to be conducted in the future.
"Warrant" has the meaning set forth in the Restructuring Agreement.
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Section 3.2 Interpretation and Construction of this Agreement. The
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definitions in Section 3.1 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 4.
MISCELLANEOUS
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Section 4.1 Termination. The provisions of this Agreement shall
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terminate (a) upon the consent in writing of all of the Parties, (b) upon a
Change of Control, (c) if the Restructuring Agreement is terminated prior to the
Closing thereunder, (d) following the Closing under the Restructuring Agreement,
if the Votes represented by the Sprint Voting Securities Beneficially Owned by
the Holder and its Affiliates, directly or indirectly, either individually or as
part of a Group, in the aggregate no longer exceed the Percentage Limitation
(assuming for purposes of this clause (d) that all shares of Series 2 PCS Stock
have the same voting rights as the shares of Series 1 PCS Stock), or (e) upon
the occurrence of an Other Termination Event. As to a Holder that is an
Affiliate or an Associate of a Cable Holder and that has executed this Agreement
in accordance with Section 2.4, the provisions of this Agreement shall
terminate, in addition to the above circumstances, when such Holder ceases to be
an Affiliate (or Associate, as applicable) of a Cable Holder and all shares of
Series 2 PCS Stock held by such party shall have converted to Series 1 PCS
Stock. Any termination of this Agreement as provided herein shall be without
prejudice to the rights of any Party arising out of the breach by any other
Party of any provision of this Agreement.
Section 4.2 Notices. Except as expressly provided herein, all
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notices, consents, waivers and other communications required or permitted to be
given by any provision of this Agreement shall be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested) or
sent by hand or overnight courier, or by facsimile transmission (with
acknowledgment received and confirmation sent as provided below), charges
prepaid and addressed to the intended recipient as follows, or to such other
address or number as such Person may from time to time specify by like notice to
the parties:
Holder: Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Telecopy: (303) 488-3245
Attention: General Counsel
with a copy to:
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022-6030
Te1ecopy: (212) 705-5125
Attention: John L. Graham
Sprint: 2330 Shawnee Mission Parkway
East Wing
Westwood, Kansas 66205
Attention: General Counsel
Tel: (913) 624-8440
Fax: (913) 624-8426
with a copy to:
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Attention: Bruce N. Hawthorne, Esq.
Tel: (404) 572-4903
Fax: (404) 572-5146
The Parties shall promptly notify each other in the manner provided in this
Section 4.2 of any change in their respective addresses. A notice of change of
address shall not be deemed to have been given until received by the addressee.
Communications by facsimile also shall be sent concurrently by mail, but shall
in any event be effective as stated above.
Section 4.3 Assignment. No Party will assign this Agreement or any
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rights, interests or obligations hereunder, or delegate performance of any of
its obligations hereunder, without the prior written consent of each other
Party.
Section 4.4 Entire Agreement. This Agreement embodies the entire
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agreement and understanding of the Parties with respect to the subject matter
contained herein, provided that this provision shall not abrogate any other
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written agreement between the Parties executed simultaneously with this
Agreement. This Agreement supersedes all prior agreements and understandings
between the Parties with respect to such subject matter.
Section 4.5 Waiver, Amendment, etc. This Agreement may not be amended
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or supplemented, and no waivers of or consents to departures from the provisions
hereof shall be effective, unless set forth in a writing signed by, and
delivered to, all the Parties. No failure or delay of any Party in exercising
any power or right under this Agreement will operate as a waiver thereof, nor
will any single or partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.
Section 4.6 Binding Agreement; No Third Party Beneficiaries. This
-----------------------------------------------
Agreement will be binding upon and inure to the benefit of the Parties and their
successors and permitted assigns. Nothing expressed or implied herein is
intended or will
be construed to confer upon or to give to any third party any rights or remedies
by virtue hereof.
Section 4.7 Governing Law; Dispute Resolution; Equitable Relief.
---------------------------------------------------
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT
OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW).
(b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION,
SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES
UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT
ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF
NEW YORK SITTING IN THE COUNTY 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 PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT
REMEDY FOR THE OTHER PARTY FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN
ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, IT 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 4.8 Severability. The invalidity or unenforceability of any
------------
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, each Party waives any
provision of applicable law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to
be unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the Parties to the extent possible.
Section 4.9 Counterparts. This Agreement may be executed in one or
------------
more counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.
Section 4.10 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) If the Holder breaches this Agreement in any material respect,
then unless and until such breach is cured in all material respects, the Holder
shall not be entitled to vote any of its shares of capital stock of Sprint (or
any shares into which such shares of capital stock are converted) with respect
to any matter or proposal arising from, relating to or involving such breach,
and no such purported vote by the Holder on such matter shall be effective or
shall be counted; and
(b) The Holder agrees that Sprint shall have no obligation to honor
Transfers of Sprint Voting Securities or other equity interests in Sprint to the
Holder or any of its Affiliates that would cause the Holder and its Affiliates
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.
IN WITNESS WHEREOF, Sprint and the Holder have caused their respective duly
authorized officers to execute this Standstill Agreement as of the day and year
first above written.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
---------------------
Title: Vice President
---------------
SPRINT CORPORATION
By: /s/ Don A. Jensen
------------------
Title: Vice President
---------------
STANDSTILL AGREEMENT
--------------------
THIS STANDSTILL AGREEMENT (this "Agreement") dated as of May 26, 1998 is
---------
entered into between Sprint Corporation, a Kansas corporation ("Sprint") and Cox
------
Communications, Inc., a Delaware corporation (the "Holder").
------
RECITALS:
--------
WHEREAS, Sprint, Tele-Communications, Inc., a Delaware corporation ("TCI"),
---
Comcast Corporation, a Pennsylvania corporation ("Comcast") and the Holder
-------
(together with TCI and Comcast, the "Cable Holders") and certain of their
-------------
respective subsidiaries have entered into the Restructuring and Merger
Agreement, dated as of the date hereof (the "Restructuring Agreement"), pursuant
-----------------------
to which the Cable Holders, either directly or indirectly through one or more
subsidiaries, will acquire shares of Series 2 PCS Stock (as defined herein), on
the terms set forth in the Restructuring Agreement; and
WHEREAS, as a condition to its entering into the Restructuring Agreement,
Sprint has required that each of the Cable Holders enter into a Standstill
Agreement in the form hereof, which contains certain restrictions on purchases
of Sprint capital stock by the Cable Holders and their respective Affiliates and
certain other limitations on the Cable Holders and their respective Affiliates;
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, the Holder and Sprint (each a
"Party"), intending to be legally bound, hereby agree as follows:
-----
ARTICLE I.
RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY
THE HOLDER AND ITS AFFILIATES
-----------------------------
Section 1.1 Acquisition Restrictions.
------------------------
(a) Subject to Section 1.2, the Holder agrees that it will not, and
it will cause each of its Affiliates not to, directly or indirectly, either
individually or as part of a Group, 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
Closing Date, other than as a result of purchases from Sprint pursuant to
the Restructuring Agreement; or
(ii) any Sprint Voting Securities on or following the Closing
Date and prior to the tenth anniversary of the date hereof (or the earlier
termination of this Agreement), if as a result the Votes represented by the
Sprint Voting Securities Beneficially Owned by the Holder and its
Affiliates would represent in the aggregate more than one and one half
percent (1.5%) of the Voting Power represented by the Outstanding Sprint
Voting Securities (assuming for purposes of this paragraph (ii) that all
shares of Series 2 PCS Stock have the same voting rights as the Series 1
PCS Stock) (the "Percentage Limitation"); provided, however, that nothing
--------------------- -----------------
in this Agreement shall prohibit or restrict the Holder or an Affiliate of
the Holder from (A) exercising the equity purchase rights provided for in
Section 6.8 of the Restructuring Agreement, including paragraphs (h) and
(i) of such Section 6.8, (B) acquiring additional shares of Series 2 PCS
Stock upon conversion of shares of PCS Preferred, (C) acquiring additional
shares of Series 2 PCS Stock upon exercise of the Warrants or (D)
exercising its rights under Section 13.6 of the Amended Cox PCS Agreement.
Section 1.2 Effect of Action by Sprint. The Holder shall not be deemed
--------------------------
in violation of this Article 1 if the Beneficial Ownership of Sprint Voting
Securities by the Holder and its Affiliates exceeds the Percentage Limitation
(i) solely as a result of an increase in the Votes per share attributed by the
Board of Directors of Sprint to shares of PCS Stock, (ii) 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 the Holder and its
Affiliates, or (iii) because the Holder or its Affiliates mistakenly purchase
shares in excess of the Percentage Limitation in reliance on information
provided in writing by Sprint regarding the number of shares permitted to be
purchased under Section 6.8 of the Restructuring Agreement.
ARTICLE 2.
CERTAIN ADDITIONAL AGREEMENTS
-----------------------------
Section 2.1 Further Restrictions. Subject to Section 2.2, the Holder
--------------------
agrees that it will not, and it will cause each of its Affiliates not to,
directly or indirectly, alone or in concert with others (including with any of
the other Cable Holders or their respective Affiliates), unless specifically
requested in writing by the Chairman of Sprint or by a resolution of a majority
of the directors of Sprint, take any of the actions set forth below:
(a) effect, seek, offer, propose (whether publicly or otherwise) or
cause or participate in (whether by purchasing or offering to purchase
securities or by taking any other action, including communicating with
stockholders of Sprint), or assist any other Person to effect, seek, offer or
propose (whether publicly or otherwise) or participate in:
(i) any acquisition of Beneficial Ownership of Sprint Voting
Securities or other equity interests in Sprint which would result in a
breach of Section 1.1 of this Agreement;
(ii) any tender or exchange offer for Sprint Voting Securities;
(iii) any 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;
(iv) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to Sprint or
any material portion of its business; or
(v) any "solicitation" of "proxies" (as such terms are used in
the proxy rules under the Exchange Act promulgated by the United States
Securities and Exchange Commission 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 such proxy rules) 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;
(c) except as may result from the transactions contemplated by the
Other Agreements, form, join or participate in a Group with respect to any
Sprint Voting Securities;
(d) grant any proxy with respect to any Sprint Voting Securities to
any Person not designated by Sprint, except for proxies granted to individuals
who are officers, employees or regular agents or advisors of the Holder who have
received specific instructions from the Holder as to the voting of such Sprint
Voting Securities with respect to the matter or matters for which the proxy is
granted;
(e) except as provided for in such Holder's Voting Agreement, deposit
any Sprint Voting Securities in a voting trust or subject any Sprint Voting
Securities to
any arrangement or agreement with respect to the voting of such Sprint Voting
Securities or other agreement having similar effect;
(f) execute any written stockholder consent with respect to Sprint,
except for written consents executed by such Persons as holders of Series 2 PCS
Stock in connection with any vote by the holders of the PCS 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;
(h) enter into any discussions, negotiations, arrangements or
understandings with any Person 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 any intention, plan or arrangement
inconsistent with the foregoing or form any such intention which would result in
the Holder or any of its Affiliates 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 2.1(j)),
the Sprint Rights Plan, the Articles or the bylaws of Sprint or any of its
Affiliates.
Section 2.2 Actions in Opposition. Notwithstanding anything in this
---------------------
Article 2 to the contrary, in the event that Sprint shall submit to a vote of
its stockholders any Covered Proposal with which the Holder disagrees (a
"Rejected Proposal"), the Holder and its Affiliates shall be free to:
-----------------
(a) either alone or acting in concert with others, make a
"solicitation" of "proxies" with respect to Sprint or any of its Affiliates in
response or opposition to such Rejected Proposal;
(b) make a proposal in opposition to such Rejected Proposal for
submission to a vote of stockholders of Sprint or any of its Affiliates;
(c) form, join in or participate in a Group with respect to any
Sprint Voting Securities for the sole purpose of responding to or opposing such
Rejected Proposal;
(d) grant a proxy with respect to any Sprint Voting Securities to any
Person with specific instructions from the Holder as to the voting of such
Sprint Voting Securities with respect to such Rejected Proposal; and
(e) subject any Sprint Voting Securities to an arrangement or
agreement with respect to the voting of such Sprint Voting Securities with
respect to such Rejected Proposal.
Section 2.3 Press Releases, Etc. by the Holder.
----------------------------------
(a) Subject to Section 2.3(b), the Holder 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 of business 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, the Holder will use reasonable efforts to
consult with Sprint in good faith regarding the form and content of any such
communication, and the Holder 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 2.3(a), unless required
by applicable law or permitted by Section 2.2, neither the Holder nor any of its
Affiliates may make any press release, public announcement or other public
communication with respect to any of the matters described in Section 2.1
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 2.3 shall
permit the taking of any action which would otherwise violate any provision
contained in Section 2.1; provided that the Holder and its Affiliates shall be
--------
permitted to make such public communications as may be required by law, except
for public communications required as a result of, or relating to, activities
undertaken by the Holder or any of its Affiliates in violation of this
Agreement. Nothing in this Section 2.3 shall prevent the taking of any actions
permitted by Section 2.2.
Section 2.4 Transfers to Affiliates and Associates.
--------------------------------------
(a) The Holder may Transfer shares of capital stock of Sprint to its
Affiliates only if, prior to such Transfer, such transferee executes and
delivers to Sprint (in accordance with Section 4.2) a Standstill Agreement in
the form hereof .
(b) If and to the extent that the Holder elects to Transfer shares of
Series 2 PCS Stock to one of its Associates without such shares automatically
converting into shares of Series 1 PCS Stock, the Holder may effect such
Transfer only if, prior to such Transfer, such transferee executes and delivers
to Sprint (in accordance with Section 4.2) a Standstill Agreement in the form
hereof.
Section 2.5 Voting of Sprint Voting Securities. Except as set forth
----------------------------------
in Sections 2.1(d), 2.1(e) and 2.1(f) (each to the extent limited by Section
2.2), nothing in Section 2.1 shall restrict the manner in which the Holder and
its Affiliates may vote their Sprint Voting Securities.
Section 2.6 No Modification of Sprint Rights Plan. Nothing in this
-------------------------------------
Agreement shall be deemed to modify, amend, supersede or grant or imply any
waiver with respect to the Sprint Rights Plan.
Section 2.7 Permitted Activities. Nothing in this Agreement shall
--------------------
prevent the Holder from (i) selling, transferring, tendering or otherwise
disposing of shares of capital stock of Sprint to any Person at any time or from
voting on, tendering into or receiving the benefit of any transaction described
in clauses (ii), (iii), (iv) and (v) of Section 2.1(a), in the same manner as
any other non- initiating holder of Sprint Voting Securities or (ii) taking any
actions necessary or appropriate for the Holder and its Affiliates to exercise
their rights under any of the Other Agreements.
ARTICLE 3.
DEFINITIONS AND CONSTRUCTION
----------------------------
Section 3.1 Certain Definitions. As used in this Agreement, the
-------------------
following terms shall have the meanings specified below:
"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. For purposes of
Section 2.4 only, "Affiliate" of the Holder includes any Person that is jointly
Controlled, directly, or indirectly through one or more intermediaries, by one
or more Cable Holders, or Affiliates of one or more Cable Holders, without
regard to whether such Person would be an Affiliate of the Holder pursuant to
the first sentence of this definition.
"Agreement" has the meaning set forth in the Preamble.
---------
"Amended Cox PCS Agreement" means the Agreement of Limited Partnership of
-------------------------
Cox Communications PCS, L.P., as amended by an amendment thereto to be entered
into and dated as of the Closing Date.
"Articles" means the Articles of Incorporation of Sprint, as amended or
--------
supplemented from time to time.
"Associate" has the meaning ascribed to such term in Rule 12b-2 under the
---------
Exchange Act.
"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 has, directly or indirectly, the
sole or shared 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 Restructuring Agreement, or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise;
(b) has, or any of whose Affiliates has, directly or indirectly, the
sole or shared 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 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 the Restructuring Agreement shall not be deemed an agreement, arrangement
or understanding contemplated by this paragraph (c).
"Cable Holders" has the meaning set forth in the Recitals.
-------------
"Change of Control" means the consummation of:
-----------------
(a) a third party tender offer for Voting Securities of Sprint
representing more than 35% of the Voting Power of Sprint;
(b) a sale of all or substantially all of the assets of Sprint in one
transaction or in a series of related transactions;
(c) a merger or other business combination that would result in (a) a
Person holding Voting Securities of the resulting entity representing 35% or
more of the Voting Power of Sprint or (ii) the stockholders of Sprint
immediately prior to the record date for such transaction owning less than 50%
of the outstanding equity securities of the surviving Person following such
combination; or
(d) a 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 a Change of Control.
- --------
"Class A Stock" means the Class A Common Stock, par value $2.50 per share,
-------------
of Sprint.
"Closing Date" means the Closing Date as defined in the Restructuring
------------
Agreement.
"Common Stock" means the Common Stock, par value $2.50 per share, of
------------
Sprint.
"Control" (including, with its correlative meanings, "Controlled by" and
-------
"under common Control with") means, 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; (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; or (iii) with
respect to a particular action or agreement, to direct or cause the direction of
decisions, or veto or otherwise prevent decisions, of or with respect to the
entity in question relating to such action or agreement.
"Covered Proposal" means any proposal by Sprint (i) for a merger,
----------------
consolidation, business combination, recapitalization or similar transaction,
(ii) to modify or amend either the Articles or the provisions of the Bylaws
relating to the Capital Stock Committee of the Board of Directors of Sprint in a
manner that would adversely affect the rights of the holders of the Series 1 PCS
Stock or the Series 2 PCS Stock, (iii) for the issuance of Sprint Voting
Securities, (iv) for the sale of substantially all assets or a dissolution or
liquidation of Sprint, or (v) for any other matter that would require approval
of the holders of PCS Stock, voting as a separate class.
"Exchange Act" means the United States Securities Exchange Act of 1934 and
------------
the rules and regulations thereunder.
"FON Stock" means the Sprint FON Group Common Stock that will be created on
---------
the Closing Date, as defined in the Restructuring Agreement.
"Group" means any group within the meaning of Section 13(d)(3) of the
-----
Exchange Act as in effect on the date hereof.
"Governmental Authority" means any federation, nation, state, sovereign, or
----------------------
government, any federal, supranational, regional, state, local or political
subdivision, any
governmental or administrative body, instrumentality, department or agency or
any court, administrative hearing body, arbitration tribunal, commission or
other similar dispute resolving panel or body, and any other entity exercising
executive, legislative, judicial, regulatory or administrative functions of a
government.
"Holder" has the meaning set forth in the Preamble.
------
"Other Agreements" means (i) the Restructuring Agreement, (ii) the
----------------
Registration Rights Agreement, (iii) the Tax Sharing Agreement, (iv) the Cox
L.A. Amendments, (v) the Warrant Agreements, together with the Warrants, (vi)
the Mutual Release and Waiver, (vii) the FT/DT Purchase Rights Agreement and
(viii) the Voting Agreements, each as defined in the Restructuring Agreement.
"Other Termination Event" means (i) a redemption of all of the outstanding
-----------------------
shares of PCS Stock for the common equity securities of one or more wholly owned
subsidiaries of Sprint that hold all or substantially all of the assets
attributed to the PCS Group (as such term is defined in the Restructuring
Agreement), (ii) a redemption of all or a substantial portion of the outstanding
shares of PCS Stock upon the sale of all or substantially all of the assets of
the PCS Group, or (iii) a conversion of all of the outstanding shares of PCS
Stock into any class of Sprint common stock that is not a common equity tracking
security that continues to reflect substantially all of the business, assets and
liabilities comprising the PCS Group immediately prior to such conversion, but
which shall not represent any business, assets or liabilities comprising any
part of the FON Group immediately prior to such conversion.
"Outstanding Sprint Voting Securities" means the Sprint Voting Securities
------------------------------------
outstanding as of any particular date.
"PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS Stock and the
---------
Series 3 PCS Stock.
"PCS Preferred Stock" means the Series 7 Preferred Stock of Sprint, no par
-------------------
value per share, which shall be created by the filing of a Certificate of
Designations as described in Section 6.2(d) of the Restructuring Agreement.
"Percentage Limitation" has the meaning set forth in Section 1.1(a)(ii).
---------------------
"Person" means an individual, a partnership, an association, a joint
------
venture, a corporation, a business, a trust, an unincorporated organization, or
any other entity organized under applicable law.
"Preferred Stock" means any class or series of the Preferred Stock, no par
---------------
value, of Sprint, including the PCS Preferred Stock.
"Registration Rights Agreement" means the Registration Rights Agreement
-----------------------------
dated as of the date hereof among Sprint and the Cable Holders.
"Restructuring Agreement" has the meaning set forth in the Recitals.
-----------------------
"Series 1 PCS Stock" means the Series 1 PCS Group Common Stock, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment, as defined in the Restructuring
Agreement.
"Series 2 PCS Stock" means the Series 2 PCS Group Common Stock, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"Series 3 PCS Stock" means the Series 3 PCS Group Common Stock, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"Sprint Rights Plan" means the Rights Agreement dated as of June 9, 1997,
------------------
as amended, between Sprint and UMB Bank, n.a., as rights agent, as amended or
modified from time to time, or any successor or similar Plan.
"Sprint Voting Securities" means the Common Stock, the Class A Stock, the
------------------------
FON Stock, the PCS Stock, the Preferred Stock and any other securities of Sprint
having the right to Vote.
"Strategic Merger" means a merger or other business combination involving
----------------
Sprint (a) in which the Holder is 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) its shares of PCS Stock, with an
aggregate fair market value equal to the sum of (i) the fair market value of all
consideration that the Holder has a right to receive with respect to such merger
or other business combination, and (ii) if Sprint is the surviving parent
entity, the fair market value of the equity securities of the surviving parent
entity that the Holder is 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, (c) immediately after which no person or Group (other than
the Cable 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 and (d) in which holders of PCS Stock receive a common equity tracking
security that continues to reflect substantially all of the business, assets and
liabilities comprising the PCS Group immediately prior to such merger or other
business combination together with such additional wireless business, assets and
liabilities which may be included in the PCS Group of the surviving parent
entity, but which shall not represent any business, assets or liabilities
comprising any part of the other businesses, assets or liabilities of the
surviving parent entity or its subsidiaries,
including businesses, assets or liabilities of the FON Group immediately prior
to such merger or business combination, it being understood that no merger or
business combination shall be deemed to meet the requirements of this definition
unless the requirements of each of clauses (a) through (d) above have been met.
"Fair market value" with respect to any property, for purposes of this
-----------------
definition, shall be as determined in writing in good faith by a majority of the
independent directors of Sprint.
"Subsidiary" means, 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.
"Transfer" means any act pursuant to which, directly or indirectly, the
--------
ownership of assets or securities in question is sold, transferred, conveyed,
delivered or otherwise disposed of.
"Vote" means, 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, "Vote" means the ability to exercise general voting
power (as opposed to the exercise of special voting or disapproval rights) with
respect to matters other than the election of directors at a meeting of the
stockholders of Sprint.
"Voting Agreement" has the meaning assigned to such term in the
----------------
Restructuring Agreement.
"Voting Power" means, as to any entity as of any date, the aggregate number
------------
of Votes outstanding as of such date in respect of such entity; provided that,
--------
with respect to PCS Stock, the Vote per share used to calculate such aggregate
number of Votes shall be the Vote per share most recently established by the
Board of Directors of Sprint, whether for the most recent vote of stockholders
or for a vote of stockholders to be conducted in the future.
"Warrant" has the meaning set forth in the Restructuring Agreement.
-------
Section 3.2 Interpretation and Construction of this Agreement. The
-------------------------------------------------
definitions in Section 3.1 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 4
MISCELLANEOUS
-------------
Section 4.1 Termination. The provisions of this Agreement shall
-----------
terminate (a) upon the consent in writing of all of the Parties, (b) upon a
Change of Control, (c) if the Restructuring Agreement is terminated prior to the
Closing thereunder, (d) following the Closing under the Restructuring Agreement,
if the Votes represented by the Sprint Voting Securities Beneficially Owned by
the Holder and its Affiliates, directly or indirectly, either individually or as
part of a Group, in the aggregate no longer exceed the Percentage Limitation
(assuming for purposes of this clause (d) that all shares of Series 2 PCS Stock
have the same voting rights as the shares of Series 1 PCS Stock), or (e) upon
the occurrence of an Other Termination Event. As to a Holder that is an
Affiliate or an Associate of a Cable Holder and that has executed this Agreement
in accordance with Section 2.4, the provisions of this Agreement shall
terminate, in addition to the above circumstances, when such Holder ceases to be
an Affiliate (or Associate, as applicable) of a Cable Holder and all shares of
Series 2 PCS Stock held by such party shall have converted to Series 1 PCS
Stock. Any termination of this Agreement as provided herein shall be without
prejudice to the rights of any Party arising out of the breach by any other
Party of any provision of this Agreement.
Section 4.2 Notices. Except as expressly provided herein, all
-------
notices, consents, waivers and other communications required or permitted to be
given by any provision of this Agreement shall be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested) or
sent by hand or overnight courier, or by facsimile transmission (with
acknowledgment received and confirmation sent as provided below), charges
prepaid and addressed to the intended recipient as follows, or to such other
address or number as such Person may from time to time specify by like notice to
the parties:
Holder: Cox Communications, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319-1464
Telecopy: (404) 847-6336
Attention: Dallas Clement
with a copy to:
Dow, Lohnes & Albertson
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
Telecopy: (202) 776-2222
Attention: David D. Wild
Sprint: 2330 Shawnee Mission Parkway
East Wing
Westwood, Kansas 66205
Attention: General Counsel
Tel: (913) 624-8440
Fax: (913) 624-8426
with a copy to:
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Attention: Bruce N. Hawthorne, Esq.
Tel: (404) 572-4903
Fax: (404) 572-5146
The Parties shall promptly notify each other in the manner provided in this
Section 4.2 of any change in their respective addresses. A notice of change of
address shall not be deemed to have been given until received by the addressee.
Communications by facsimile also shall be sent concurrently by mail, but shall
in any event be effective as stated above.
Section 4.3 Assignment. No Party will assign this Agreement or any
----------
rights, interests or obligations hereunder, or delegate performance of any of
its obligations hereunder, without the prior written consent of each other
Party.
Section 4.4 Entire Agreement. This Agreement embodies the entire
----------------
agreement and understanding of the Parties with respect to the subject matter
contained herein, provided that this provision shall not abrogate any other
written agreement between the Parties executed simultaneously with this
Agreement. This Agreement supersedes all prior agreements and understandings
between the Parties with respect to such subject matter.
Section 4.5 Waiver, Amendment, etc. This Agreement may not be
----------------------
amended or supplemented, and no waivers of or consents to departures from the
provisions hereof shall be effective, unless set forth in a writing signed by,
and delivered to, all the Parties. No failure or delay of any Party in
exercising any power or right under this Agreement will operate as a waiver
thereof, nor will any single or partial exercise of
any right or power, or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other or further exercise thereof or the
exercise of any other right or power.
Section 4.6 Binding Agreement; No Third Party Beneficiaries. This
-----------------------------------------------
Agreement will be binding upon and inure to the benefit of the Parties and their
successors and permitted assigns. Nothing expressed or implied herein is
intended or will be construed to confer upon or to give to any third party any
rights or remedies by virtue hereof.
Section 4.7 Governing Law; Dispute Resolution; Equitable Relief.
---------------------------------------------------
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT
OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW).
(b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION,
SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES
UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT
ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF
NEW YORK SITTING IN THE COUNTY 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 PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT
REMEDY FOR THE OTHER PARTY FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN
ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, IT 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 4.8 Severability. The invalidity or unenforceability of any
------------
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, each Party waives any
provision of applicable law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the Parties to the extent possible.
Section 4.9 Counterparts. This Agreement may be executed in one or
------------
more counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.
Section 4.10 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) If the Holder breaches this Agreement in any material respect,
then unless and until such breach is cured in all material respects, the Holder
shall not be entitled to vote any of its shares of capital stock of Sprint (or
any shares into which such shares of capital stock are converted) with respect
to any matter or proposal arising from, relating to or involving such breach,
and no such purported vote by the Holder on such matter shall be effective or
shall be counted; and
(b) The Holder agrees that Sprint shall have no obligation to honor
Transfers of Sprint Voting Securities or other equity interests in Sprint to the
Holder or any of its Affiliates that would cause the Holder and its Affiliates
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.
IN WITNESS WHEREOF, Sprint and the Holder have caused their respective duly
authorized officers to execute this Standstill Agreement as of the day and year
first above written.
COX COMMUNICATIONS, INC.
By: /s/ James O. Robbins
--------------------------
Title: President and CEO
---------------------
SPRINT CORPORATION
By: /s/ Don A. Jensen
-----------------------
Title: Vice President
-------------------
STANDSTILL AGREEMENT
--------------------
THIS STANDSTILL AGREEMENT (this "Agreement") dated as of May 26, 1998 is
---------
entered into between Sprint Corporation, a Kansas corporation ("Sprint") and
------
Comcast Corporation, a Pennsylvania corporation ("the "Holder").
------
RECITALS:
--------
WHEREAS, Sprint, Tele-Communications, Inc., a Delaware corporation ("TCI"),
---
the Holder and Cox Communications, Inc., a Delaware corporation ("Cox," and
---
together with TCI and the Holder, the "Cable Holders") and certain of their
-------------
respective subsidiaries have entered into the Restructuring and Merger
Agreement, dated as of the date hereof (the "Restructuring Agreement"), pursuant
-----------------------
to which the Cable Holders, either directly or indirectly through one or more
subsidiaries, will acquire shares of Series 2 PCS Stock (as defined herein), on
the terms set forth in the Restructuring Agreement; and
WHEREAS, as a condition to its entering into the Restructuring Agreement,
Sprint has required that each of the Cable Holders enter into a Standstill
Agreement in the form hereof, which contains certain restrictions on purchases
of Sprint capital stock by the Cable Holders and their respective Affiliates and
certain other limitations on the Cable Holders and their respective Affiliates;
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, the Holder and Sprint (each a
"Party"), intending to be legally bound, hereby agree as follows:
-----
ARTICLE I.
RESTRICTIONS ON ACQUISITION OF VOTING SECURITIES BY
THE HOLDER AND ITS AFFILIATES
-----------------------------
Section 1.1 Acquisition Restrictions.
------------------------
(a) Subject to Section 1.2, the Holder agrees that it will not, and
it will cause each of its Affiliates not to, directly or indirectly, either
individually or as part of a Group, 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
Closing Date, other than as a result of purchases from Sprint pursuant to
the Restructuring Agreement; or
(ii) any Sprint Voting Securities on or following the Closing
Date and prior to the tenth anniversary of the date hereof (or the earlier
termination of this Agreement), if as a result the Votes represented by the
Sprint Voting Securities Beneficially Owned by the Holder and its
Affiliates would represent in the aggregate more than one and one half
percent (1.5%) of the Voting Power represented by the Outstanding Sprint
Voting Securities (assuming for purposes of this paragraph (ii) that all
shares of Series 2 PCS Stock have the same voting rights as the Series 1
PCS Stock) (the "Percentage Limitation"); provided, however, that nothing
--------------------- -------- -------
in this Agreement shall prohibit or restrict the Holder or an Affiliate of
the Holder from (A) exercising the equity purchase rights provided for in
Section 6.8 of the Restructuring Agreement, including paragraphs (h) and
(i) of such Section 6.8, (B) acquiring additional shares of Series 2 PCS
Stock upon conversion of shares of PCS Preferred, or (C) acquiring
additional shares of Series 2 PCS Stock upon exercise of the Warrants.
Section 1.2 Effect of Action by Sprint. The Holder shall not be deemed
--------------------------
in violation of this Article 1 if the Beneficial Ownership of Sprint Voting
Securities by the Holder and its Affiliates exceeds the Percentage Limitation
(i) solely as a result of an increase in the Votes per share attributed by the
Board of Directors of Sprint to shares of PCS Stock, (ii) 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 the Holder and its
Affiliates, or (iii) because the Holder or its Affiliates mistakenly purchase
shares in excess of the Percentage Limitation in reliance on information
provided in writing by Sprint regarding the number of shares permitted to be
purchased under Section 6.8 of the Restructuring Agreement.
ARTICLE 2.
CERTAIN ADDITIONAL AGREEMENTS
-----------------------------
Section 2.1 Further Restrictions. Subject to Section 2.2, the Holder
--------------------
agrees that it will not, and it will cause each of its Affiliates not to,
directly or indirectly, alone or in concert with others (including with any of
the other Cable Holders or their respective Affiliates), unless specifically
requested in writing by the Chairman of Sprint or by a resolution of a majority
of the directors of Sprint, take any of the actions set forth below:
(a) effect, seek, offer, propose (whether publicly or otherwise) or
cause or participate in (whether by purchasing or offering to purchase
securities or by
taking any other action, including communicating with stockholders of Sprint),
or assist any other Person to effect, seek, offer or propose (whether publicly
or otherwise) or participate in:
(i) any acquisition of Beneficial Ownership of Sprint Voting
Securities or other equity interests in Sprint which would result in a
breach of Section 1.1 of this Agreement;
(ii) any tender or exchange offer for Sprint Voting Securities;
(iii) any 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;
(iv) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to Sprint or
any material portion of its business; or
(v) any "solicitation" of "proxies" (as such terms are used
in the proxy rules under the Exchange Act promulgated by the United States
Securities and Exchange Commission 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 such proxy rules) 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;
(c) except as may result from the transactions contemplated by the
Other Agreements, form, join or participate in a Group with respect to any
Sprint Voting Securities;
(d) grant any proxy with respect to any Sprint Voting Securities to
any Person not designated by Sprint, except for proxies granted to individuals
who are officers, employees or regular agents or advisors of the Holder who have
received specific instructions from the Holder as to the voting of such Sprint
Voting Securities with respect to the matter or matters for which the proxy is
granted;
(e) except as provided for in such Holder's Voting Agreement, deposit
any Sprint Voting Securities in a voting trust or subject any Sprint Voting
Securities to any arrangement or agreement with respect to the voting of such
Sprint Voting Securities or other agreement having similar effect;
(f) execute any written stockholder consent with respect to Sprint,
except for written consents executed by such Persons as holders of Series 2 PCS
Stock in connection with any vote by the holders of the PCS 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;
(h) enter into any discussions, negotiations, arrangements or
understandings with any Person 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 any intention, plan or arrangement
inconsistent with the foregoing or form any such intention which would result in
the Holder or any of its Affiliates 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 2.1(j)),
the Sprint Rights Plan, the Articles or the bylaws of Sprint or any of its
Affiliates.
Section 2.2 Actions in Opposition. Notwithstanding anything in this
---------------------
Article 2 to the contrary, in the event that Sprint shall submit to a vote of
its stockholders any Covered Proposal with which the Holder disagrees (a
"Rejected Proposal"), the Holder and its Affiliates shall be free to:
------------------
(a) either alone or acting in concert with others, make a
"solicitation" of "proxies" with respect to Sprint or any of its Affiliates in
response or opposition to such Rejected Proposal;
(b) make a proposal in opposition to such Rejected Proposal for
submission to a vote of stockholders of Sprint or any of its Affiliates;
(c) form, join in or participate in a Group with respect to any
Sprint Voting Securities for the sole purpose of responding to or opposing such
Rejected Proposal;
(d) grant a proxy with respect to any Sprint Voting Securities to any
Person with specific instructions from the Holder as to the voting of such
Sprint Voting Securities with respect to such Rejected Proposal; and
(e) subject any Sprint Voting Securities to an arrangement or
agreement with respect to the voting of such Sprint Voting Securities with
respect to such Rejected Proposal.
Section 2.3 Press Releases, Etc. by the Holder.
----------------------------------
(a) Subject to Section 2.3(b), the Holder 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 of business 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, the Holder will use reasonable efforts to
consult with Sprint in good faith regarding the form and content of any such
communication, and the Holder 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 2.3(a), unless required
by applicable law or permitted by Section 2.2, neither the Holder nor any of its
Affiliates may make any press release, public announcement or other public
communication with respect to any of the matters described in Section 2.1
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 2.3 shall
permit the taking of any action which would otherwise violate any provision
contained in Section 2.1; provided that the Holder and its Affiliates shall be
--------
permitted to make such public communications as may be required by law, except
for public communications required as a result of, or relating to, activities
undertaken by the Holder or any of its Affiliates in violation of this
Agreement. Nothing in this Section 2.3 shall prevent the taking of any actions
permitted by Section 2.2.
Section 2.4 Transfers to Affiliates and Associates.
--------------------------------------
(a) The Holder may Transfer shares of capital stock of Sprint to its
Affiliates only if, prior to such Transfer, such transferee executes and
delivers to Sprint (in accordance with Section 4.2) a Standstill Agreement in
the form hereof.
(b) If and to the extent that the Holder elects to Transfer shares of
Series 2 PCS Stock to one of its Associates without such shares automatically
converting into shares of Series 1 PCS Stock, the Holder may effect such
Transfer only if, prior to such Transfer, such transferee executes and delivers
to Sprint (in accordance with Section 4.2) a Standstill Agreement in the form
hereof.
Section 2.5 Voting of Sprint Voting Securities. Except as set forth
----------------------------------
in Sections 2.1(d), 2.1(e) and 2.1(f) (each to the extent limited by Section
2.2), nothing in Section 2.1 shall restrict the manner in which the Holder and
its Affiliates may vote their Sprint Voting Securities.
Section 2.6 No Modification of Sprint Rights Plan. Nothing in this
-------------------------------------
Agreement shall be deemed to modify, amend, supersede or grant or imply any
waiver with respect to the Sprint Rights Plan.
Section 2.7 Permitted Activities. Nothing in this Agreement shall
--------------------
prevent the Holder from (i) selling, transferring, tendering or otherwise
disposing of shares of capital stock of Sprint to any Person at any time or from
voting on, tendering into or receiving the benefit of any transaction described
in clauses (ii), (iii), (iv) and (v) of Section 2.1(a), in the same manner as
any other non- initiating holder of Sprint Voting Securities or (ii) taking any
actions necessary or appropriate for the Holder and its Affiliates to exercise
their rights under any of the Other Agreements.
ARTICLE 3.
DEFINITIONS AND CONSTRUCTION
----------------------------
Section 3.1 Certain Definitions. As used in this Agreement, the
-------------------
following terms shall have the meanings specified below:
"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. For purposes of
Section 2.4 only, "Affiliate" of the Holder includes any Person that is jointly
Controlled, directly, or indirectly through one or more intermediaries, by one
or more Cable Holders, or Affiliates of one or more Cable Holders, without
regard to whether such Person would be an Affiliate of the Holder pursuant to
the first sentence of this definition.
"Agreement" has the meaning set forth in the Preamble.
---------
"Articles" means the Articles of Incorporation of Sprint, as amended or
--------
supplemented from time to time.
"Associate" has the meaning ascribed to such term in Rule 12b-2 under the
---------
Exchange Act.
"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 has, directly or indirectly, the
sole or shared 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 Restructuring Agreement, or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise;
(b) has, or any of whose Affiliates has, directly or indirectly, the
sole or shared 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 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 the Restructuring Agreement shall not be deemed an agreement, arrangement
or understanding contemplated by this paragraph (c).
"Cable Holders" has the meaning set forth in the Recitals.
-------------
"Change of Control" means the consummation of:
-----------------
(a) a third party tender offer for Voting Securities of Sprint
representing more than 35% of the Voting Power of Sprint;
(b) a sale of all or substantially all of the assets of Sprint in one
transaction or in a series of related transactions;
(c) a merger or other business combination that would result in (a) a
Person holding Voting Securities of the resulting entity representing 35% or
more of the Voting Power of Sprint or (ii) the stockholders of Sprint
immediately prior to the record date for such transaction owning less than 50%
of the outstanding equity securities of the surviving Person following such
combination; or
(d) a 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 a Change of Control.
- --------
"Class A Stock" means the Class A Common Stock, par value $2.50 per share,
-------------
of Sprint.
"Closing Date" means the Closing Date as defined in the Restructuring
------------
Agreement.
"Common Stock" means the Common Stock, par value $2.50 per share, of
------------
Sprint.
"Control" (including, with its correlative meanings, "Controlled by" and
------- -------------
"under common Control with") means, 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; (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; or (iii) with
respect to a particular action or agreement, to direct or cause the direction of
decisions, or veto or otherwise prevent decisions, of or with respect to the
entity in question relating to such action or agreement.
"Covered Proposal" means any proposal by Sprint (i) for a merger,
----------------
consolidation, business combination, recapitalization or similar transaction,
(ii) to modify or amend either the Articles or the provisions of the Bylaws
relating to the Capital Stock Committee of the Board of Directors of Sprint in a
manner that would adversely affect the rights of the holders of the Series 1 PCS
Stock or the Series 2 PCS Stock, (iii) for the issuance of Sprint Voting
Securities, (iv) for the sale of substantially all assets or a dissolution or
liquidation of Sprint, or (v) for any other matter that would require approval
of the holders of PCS Stock, voting as a separate class.
"Exchange Act" means the United States Securities Exchange Act of 1934 and
------------
the rules and regulations thereunder.
"FON Stock" means the Sprint FON Group Common Stock that will be created on
---------
the Closing Date, as defined in the Restructuring Agreement.
"Group" means any group within the meaning of Section 13(d)(3) of the
-----
Exchange Act as in effect on the date hereof.
"Governmental Authority" means any federation, nation, state, sovereign, or
----------------------
government, any federal, supranational, regional, state, local or political
subdivision, any governmental or administrative body, instrumentality,
department or agency or any court, administrative hearing body, arbitration
tribunal, commission or other similar dispute resolving panel or body, and any
other entity exercising executive, legislative, judicial, regulatory or
administrative functions of a government.
"Holder" has the meaning set forth in the Preamble.
------
"Other Agreements" means (i) the Restructuring Agreement, (ii) the
----------------
Registration Rights Agreement, (iii) the Tax Sharing Agreement, (iv) the Cox
L.A. Amendments, (v)
the Warrant Agreements, together with the Warrants, (vi) the Mutual Release and
Waiver, (vii) the FT/DT Purchase Rights Agreement and (viii) the Voting
Agreements, each as defined in the Restructuring Agreement.
"Other Termination Event" means (i) a redemption of all of the outstanding
-----------------------
shares of PCS Stock for the common equity securities of one or more wholly owned
subsidiaries of Sprint that hold all or substantially all of the assets
attributed to the PCS Group (as such term is defined in the Restructuring
Agreement), (ii) a redemption of all or a substantial portion of the outstanding
shares of PCS Stock upon the sale of all or substantially all of the assets of
the PCS Group, or (iii) a conversion of all of the outstanding shares of PCS
Stock into any class of Sprint common stock that is not a common equity tracking
security that continues to reflect substantially all of the business, assets and
liabilities comprising the PCS Group immediately prior to such conversion, but
which shall not represent any business, assets or liabilities comprising any
part of the FON Group immediately prior to such conversion.
"Outstanding Sprint Voting Securities" means the Sprint Voting Securities
------------------------------------
outstanding as of any particular date.
"PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS Stock and the
---------
Series 3 PCS Stock.
"PCS Preferred Stock" means the Series 7 Preferred Stock of Sprint, no par
-------------------
value per share, which shall be created by the filing of a Certificate of
Designations as described in Section 6.2(d) of the Restructuring Agreement.
"Percentage Limitation" has the meaning set forth in Section 1.1(a)(ii).
---------------------
"Person" means an individual, a partnership, an association, a joint
------
venture, a corporation, a business, a trust, an unincorporated organization, or
any other entity organized under applicable law.
"Preferred Stock" means any class or series of the Preferred Stock, no par
---------------
value, of Sprint, including the PCS Preferred Stock.
"Registration Rights Agreement" means the Registration Rights Agreement
-----------------------------
dated as of the date hereof among Sprint and the Cable Holders.
"Restructuring Agreement" has the meaning set forth in the Recitals.
-----------------------
"Series 1 PCS Stock" means the Series 1 PCS Group Common Stock, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment, as defined in the Restructuring
Agreement.
"Series 2 PCS Stock" means the Series 2 PCS Group Common Stock, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"Series 3 PCS Stock" means the Series 3 PCS Group Common Stock, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"Sprint Rights Plan" means the Rights Agreement dated as of June 9, 1997,
------------------
as amended, between Sprint and UMB Bank, n.a., as rights agent, as amended or
modified from time to time, or any successor or similar Plan.
"Sprint Voting Securities" means the Common Stock, the Class A Stock, the
------------------------
FON Stock, the PCS Stock, the Preferred Stock and any other securities of Sprint
having the right to Vote.
"Strategic Merger" means a merger or other business combination involving
----------------
Sprint (a) in which the Holder is 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) its shares of PCS Stock, with an
aggregate fair market value equal to the sum of (i) the fair market value of all
consideration that the Holder has a right to receive with respect to such merger
or other business combination, and (ii) if Sprint is the surviving parent
entity, the fair market value of the equity securities of the surviving parent
entity that the Holder is 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, (c) immediately after which no person or Group (other than
the Cable 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 and (d) in which holders of PCS Stock receive a common equity tracking
security that continues to reflect substantially all of the business, assets and
liabilities comprising the PCS Group immediately prior to such merger or other
business combination together with such additional wireless business, assets and
liabilities which may be included in the PCS Group of the surviving parent
entity, but which shall not represent any business, assets or liabilities
comprising any part of the other businesses, assets or liabilities of the
surviving parent entity or its subsidiaries, including businesses, assets or
liabilities of the FON Group immediately prior to such merger or business
combination, it being understood that no merger or business combination shall be
deemed to meet the requirements of this definition unless the requirements of
each of clauses (a) through (d) above have been met. "Fair market value" with
-----------------
respect to any property, for purposes of this definition, shall be as determined
in writing in good faith by a majority of the independent directors of Sprint.
"Subsidiary" means, with respect to any Person (the "Parent"), any other
---------- ------
Person in which the Parent, one or more of 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.
"Transfer" means any act pursuant to which, directly or indirectly, the
--------
ownership of assets or securities in question is sold, transferred, conveyed,
delivered or otherwise disposed of.
"Vote" means, 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, "Vote" means the ability to exercise general voting
power (as opposed to the exercise of special voting or disapproval rights) with
respect to matters other than the election of directors at a meeting of the
stockholders of Sprint.
"Voting Agreement" has the meaning assigned to such term in the
----------------
Restructuring Agreement.
"Voting Power" means, as to any entity as of any date, the aggregate number
------------
of Votes outstanding as of such date in respect of such entity; provided that,
--------
with respect to PCS Stock, the Vote per share used to calculate such aggregate
number of Votes shall be the Vote per share most recently established by the
Board of Directors of Sprint, whether for the most recent vote of stockholders
or for a vote of stockholders to be conducted in the future.
"Warrant" has the meaning set forth in the Restructuring Agreement.
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Section 3.2 Interpretation and Construction of this Agreement. The
-------------------------------------------------
definitions in Section 3.1 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 4
MISCELLANEOUS
-------------
Section 4.1 Termination. The provisions of this Agreement shall
-----------
terminate (a) upon the consent in writing of all of the Parties, (b) upon a
Change of Control, (c) if the Restructuring Agreement is terminated prior to the
Closing thereunder, (d) following the Closing under the Restructuring Agreement,
if the Votes represented by the Sprint Voting Securities Beneficially Owned by
the Holder and its Affiliates, directly or indirectly, either individually or as
part of a Group, in the aggregate no longer exceed the Percentage Limitation
(assuming for purposes of this clause (d) that all shares of Series 2 PCS Stock
have the same voting rights as the shares of Series 1 PCS Stock), or (e) upon
the occurrence of an Other Termination Event. As to a Holder that is an
Affiliate or an Associate of a Cable Holder and that has executed this Agreement
in accordance with Section 2.4, the provisions of this Agreement shall
terminate, in addition to the above circumstances, when such Holder ceases to be
an Affiliate (or Associate, as applicable) of a Cable Holder and all shares of
Series 2 PCS Stock held by such party shall have converted to Series 1 PCS
Stock. Any termination of this Agreement as provided herein shall be without
prejudice to the rights of any Party arising out of the breach by any other
Party of any provision of this Agreement.
Section 4.2 Notices. Except as expressly provided herein, all
-------
notices, consents, waivers and other communications required or permitted to be
given by any provision of this Agreement shall be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested) or
sent by hand or overnight courier, or by facsimile transmission (with
acknowledgment received and confirmation sent as provided below), charges
prepaid and addressed to the intended recipient as follows, or to such other
address or number as such Person may from time to time specify by like notice to
the parties:
Holder: Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
Telecopy: (215) 981-7794
Attention: General Counsel
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telecopy: (212) 450-4800
Attention: Dennis S. Hersch
Sprint: 2330 Shawnee Mission Parkway
East Wing
Westwood, Kansas 66205
Attention: General Counsel
Tel: (913) 624-8440
Fax: (913) 624-8426
with a copy to:
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Attention: Bruce N. Hawthorne, Esq.
Tel: (404) 572-4903
Fax: (404) 572-5146
The Parties shall promptly notify each other in the manner provided in this
Section 4.2 of any change in their respective addresses. A notice of change of
address shall not be deemed to have been given until received by the addressee.
Communications by facsimile also shall be sent concurrently by mail, but shall
in any event be effective as stated above.
Section 4.3 Assignment. No Party will assign this Agreement or any
----------
rights, interests or obligations hereunder, or delegate performance of any of
its obligations hereunder, without the prior written consent of each other
Party.
Section 4.4 Entire Agreement. This Agreement embodies the entire
----------------
agreement and understanding of the Parties with respect to the subject matter
contained herein, provided that this provision shall not abrogate any other
written agreement between the Parties executed simultaneously with this
Agreement. This Agreement supersedes all prior agreements and understandings
between the Parties with respect to such subject matter.
Section 4.5 Waiver, Amendment, etc. This Agreement may not be amended
-----------------------
or supplemented, and no waivers of or consents to departures from the provisions
hereof shall be effective, unless set forth in a writing signed by, and
delivered to, all the Parties. No failure or delay of any Party in exercising
any power or right under this Agreement will operate as a waiver thereof, nor
will any single or partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.
Section 4.6 Binding Agreement; No Third Party Beneficiaries. This
-----------------------------------------------
Agreement will be binding upon and inure to the benefit of the Parties and their
successors and permitted assigns. Nothing expressed or implied herein is
intended or will
be construed to confer upon or to give to any third party any rights or remedies
by virtue hereof.
Section 4.7 Governing Law; Dispute Resolution; Equitable Relief.
---------------------------------------------------
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT
OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW).
(b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION,
SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES
UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT
ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF
NEW YORK SITTING IN THE COUNTY 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 PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT
REMEDY FOR THE OTHER PARTY FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN
ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, IT 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 4.8 Severability. The invalidity or unenforceability of any
------------
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, each Party waives any
provision of applicable law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to
be unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the Parties to the extent possible.
Section 4.9 Counterparts. This Agreement may be executed in one or
------------
more counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.
Section 4.10 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) If the Holder breaches this Agreement in any material respect,
then unless and until such breach is cured in all material respects, the Holder
shall not be entitled to vote any of its shares of capital stock of Sprint (or
any shares into which such shares of capital stock are converted) with respect
to any matter or proposal arising from, relating to or involving such breach,
and no such purported vote by the Holder on such matter shall be effective or
shall be counted; and
(b) The Holder agrees that Sprint shall have no obligation to honor
Transfers of Sprint Voting Securities or other equity interests in Sprint to the
Holder or any of its Affiliates that would cause the Holder and its Affiliates
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.
IN WITNESS WHEREOF, Sprint and the Holder have caused their respective duly
authorized officers to execute this Standstill Agreement as of the day and year
first above written.
COMCAST CORPORATION
By: /s/ Arthur R. Block
-------------------------------
Title: Vice President
------------------------
SPRINT CORPORATION
By: /s/ Don A Jensen
-------------------------------
Title: Vice President
------------------------